STOCK
      PURCHASE AGREEMENT

    


    AMONG

    


    TITAN
      GLOBAL HOLDINGS, INC.

    


    USA
      DETERGENTS, INC.

    


    USAD
      METRO HOLDINGS, LLC

    


    AND

    


    URI
      EVAN

    


    


    Dated
      as
      of July 30, 2007

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    STOCK
      PURCHASE AGREEMENT


    


    STOCK
      PURCHASE AGREEMENT, dated as of July 30, 2007 (the “Agreement”), among Titan
      Global Holdings, Inc., a corporation existing under the laws of Utah (the
“Purchaser”), USA Detergents, Inc., a corporation existing under the laws of
      Delaware (the “Company”), and USAD Metro Holdings, LLC, a limited liability
      company formed under the laws of New Jersey (the “Seller”), and Uri Evan, an
      individual (“Evan”).

     

    WITNESSETH:

     

    WHEREAS,
      Evan is a member of the Seller and the Seller owns (among other shares) an
      aggregate of 32,000 shares of class A common stock, $.01 par value and 8,000
      shares of class B common stock, $.01 par value (the “Shares”), of the Company,
      which Shares constitute eighty percent (80%) of the issued and outstanding
      shares of capital stock and voting rights of the Company; and

     

    WHEREAS,
      the Seller desires grant to the Purchaser a right to purchase the Shares, and
      the Purchaser desires to have the right to purchase from the Seller, the Shares
      for the purchase price and upon the terms and conditions hereinafter set forth;
      

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter contained, the parties hereby agree as
      follows:

     

    ARTICLE
      I

    GRANT
      OF
      RIGHT TO PURCHASE OF SHARES

     

    1.1 Grant
      of
      Right to Purchase of Shares; Escrow.

     

    Upon
      the
      closing (the “Closing”), the Seller shall deposit the Shares into escrow
      pursuant to the terms and provisions of the escrow agreement attached hereto
      as
      Exhibit 1.1 (the “Escrow Agreement”). Upon the terms and subject to the
      conditions contained herein, effective on and after the Closing and for a period
      of sixty (60) days thereafter, the Purchaser shall have the right to purchase
      the Shares from the Seller for the aggregate payment of One Dollar ($1.00)
      (the
“Option”). Upon the exercise of such purchase option, the Seller shall be deemed
      to sell, assign, transfer, convey and deliver to the Purchaser, and the
      Purchaser shall be deemed to purchase the Shares from the Seller. 

     

    ARTICLE
      II

    CLOSING
      AND TERMINATION

     

    2.1 Closing
      Date. 

     

    Subject
      to the satisfaction of the conditions set forth in Sections 7.1 and 7.2 hereof
      (or the waiver thereof by the party entitled to waive that condition), the
      Closing of the sale and purchase of the Option provided for in Section 1.1
      hereof shall take place at the offices of Sichenzia Ross Friedman Ference LLP
      located at 61 Broadway, New York, New York 10006 (or at such other place as
      the
      parties may designate in writing) on such date as the Seller and the Purchaser
      may designate. The date on which the Closing shall be held is referred to in
      this Agreement as the "Closing Date".

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2 Termination
      of Agreement.

     

    This
      Agreement may be terminated prior to the Closing as follows:

     

    (a) At
      the
      election of the Seller or the Purchaser on or after July 20, 2007, if the
      Closing shall not have occurred by the close of business on such date, provided
      that the terminating party is not in default of any of its obligations
      hereunder;

     

    (b) by
      mutual
      written consent of the Seller and the Purchaser; or

     

    (c) by
      the
      Seller or the Purchaser if there shall be in effect a final nonappealable order
      of a governmental body of competent jurisdiction restraining, enjoining or
      otherwise prohibiting the consummation of the transactions contemplated hereby;
      it being agreed that the parties hereto shall promptly appeal any adverse
      determination which is not nonappealable (and pursue such appeal with reasonable
      diligence).

     

    2.3 Procedure
      Upon Termination. 

     

    In
      the
      event of termination and abandonment by the Purchaser or the Seller, or both,
      pursuant to Section 2.2 hereof, written notice thereof shall forthwith be given
      to the other party or parties, and this Agreement shall terminate, and the
      purchase of the Option hereunder shall be abandoned, without further action
      by
      the Purchaser or the Seller. If this Agreement is terminated as provided herein,
      each party shall redeliver all documents, work papers and other material of
      any
      other party relating to the transactions contemplated hereby, whether so
      obtained before or after the execution hereof, to the party furnishing the
      same.

     

    2.4 Effect
      of Termination.

     

    In
      the
      event that this Agreement is validly terminated as provided herein, then each
      of
      the parties shall be relieved of their duties and obligations arising under
      this
      Agreement after the date of such termination and such termination shall be
      without liability to the Purchaser, the Company or the Seller; provided,
      however, that the obligations of the parties set forth in Section 10.4 hereof
      shall survive any such termination and shall be enforceable hereunder; provided,
      further, however, that nothing in this Section 2.4 shall relieve the Purchaser
      or the Seller of any liability for a breach of this Agreement.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY AND THE SELLER

     

    For
      purposes of this Agreement, the term "Material Adverse Change" when used in
      connection with a Borrower means any change, event, violation, inaccuracy,
      circumstance or effect that is materially adverse to the business, assets
      (including intangible assets), capitalization, financial condition or results
      of
      operations of such Borrower and its subsidiaries taken as a whole. 

     

    
      
        
        

      

      
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    The
      Company and the Seller hereby jointly and severally represent and warrant to
      the
      Purchaser that:

     

    3.1. Organization
      and Good Standing of the Company.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation as set forth above.
      The
      Company is not required to be qualified to transact business in any other
      jurisdiction where the failure to so qualify would have an adverse effect on
      the
      business of the Company.

    


    3.2. Authority.

    


    (a) The
      Company has full power and authority (corporate and otherwise) to carry on
      its
      business and has all permits and licenses that are necessary to the conduct
      of
      its business or to the ownership, lease or operation of its properties and
      assets.

    


    (b) The
      execution of this Agreement and all related agreements and the delivery hereof
      and thereof to the Purchaser and the sale contemplated herein have been, or
      will
      be prior to Closing, duly authorized by the Company’s Board of Directors and by
      the Company’s stockholders having full power and authority to authorize such
      actions.

    


    (c) Subject
      to any consents required under Section 3.7 below, the Seller and the Company
      have the full legal right, power and authority to execute, deliver and carry
      out
      the terms and provisions of this Agreement; and this Agreement has been duly
      and
      validly executed and delivered on behalf of Seller and the Company and
      constitutes a valid and binding obligation of each Seller and the Company
      enforceable in accordance with its terms.

    


    (d) Except
      as
      set forth in Schedule 3.2, neither the execution and delivery of this Agreement,
      the consummation of the transactions herein contemplated, nor compliance with
      the terms of this Agreement will violate, conflict with, result in a breach
      of,
      or constitute a default under any statute, regulation, indenture, mortgage,
      loan
      agreement, or other agreement or instrument to which the Company or the Seller
      is a party or by which it or any of them is bound, any charter, regulation,
      or
      bylaw provision of the Company, or any decree, order, or rule of any court
      or
      governmental authority or arbitrator that is binding on the Company or any
      Seller in any way.

    


    3.3. Capitalization; Shares.

    


    (a) The
      Company’s authorized capital stock consists of 40,000 shares of class A common
      stock, par value $.01 per share, of which 40,000 are issued and outstanding,
      10,000 shares of class B common stock, par value $.01 per share, of which 10,000
      are issued and outstanding, and 10,000 shares of preferred stock, par value
      $.01
      per share, none of which are issued or outstanding. All of the Shares are duly
      authorized, validly issued, fully paid and non-assessable.

     

    
      
        
        

      

      
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    (b) There
      are
      no authorized or outstanding subscriptions, options, warrants, calls, contracts,
      demands, commitments, convertible securities or other agreements or arrangements
      of any character or nature whatever under which the Seller or the Company are
      or
      may become obligated to issue, assign or transfer any shares of capital stock
      of
      the Company. Upon the delivery to Purchaser of the certificate(s) representing
      the Shares, Purchaser will have good, legal, valid, marketable and indefeasible
      title to eighty percent (80%) of the then issued and outstanding shares of
      capital stock of the Company, free and clear of any liens, pledges,
      encumbrances, charges, agreements, options, claims or other arrangements or
      restrictions of any kind.

    


    (c) The
      only
      shareholders of the Company are the Seller and Church & Dwight Company
      (“Church and Dwight”).

    


    3.4. Basic
      Corporate Records.
      The
      copies of the Articles of Incorporation of the Company, as defined in Section
      3.6 hereof (certified by the Secretary of State or other authorized official
      of
      the jurisdiction of incorporation), and the Bylaws of the Company, as the case
      may be (certified as of the date of this Agreement as true, correct and complete
      by the Company’s secretary or assistant secretary), all of which have been
      delivered to the Purchaser, are true, correct and complete as of the date of
      this Agreement.

    


    3.5. Minute
      Books.
      The
      minute books of the Company, which shall be exhibited to the Purchaser between
      the date hereof and the Closing Date, each contain true, correct and complete
      minutes and records of all meetings, proceedings and other actions of the
      shareholders, Board of Directors and committees of such Board of Directors
      of
      the Company, if any, and, on the Closing Date, will contain true, correct and
      complete minutes and records of any meetings, proceedings and other actions
      of
      the shareholders and Board of Directors and committees of the Board of Directors
      of the Company.

    


    3.6. Subsidiaries
      and Affiliates.
      Any and
      all businesses, entities, enterprises and organizations in which the Company
      has
      any ownership, voting or profit and loss sharing percentage interest (the
“Subsidiaries”) are identified in Section 3.6 hereto, together with the
      Company’s interest therein. Unless the context requires otherwise or
      specifically designated to the contrary on Section 3.6 hereto, “Company” as used
      in this Agreement shall include all such Subsidiaries. Except as set forth
      in
      Section 3.6, (i) the Company has made no advances to, or investments in, nor
      owns beneficially or of record, any securities of or other interest in, any
      business, entity, enterprise or organization, (ii) there are no
      arrangements through which the Company has acquired from, or provided to, the
      Seller or their affiliates any goods, properties or services, (iii) there
      are no rights, privileges or advantages now enjoyed by the Company as a result
      of the ownership of the Company by the Seller which, to the knowledge of the
      Seller or the Company, might be lost as a result of the consummation of the
      transactions contemplated by this Agreement. Each entity shown on Schedule
      3.6
      is duly organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, and has full corporate power to own all
      of
      its property and to carry on its business as it is now being conducted. Also
      set
      forth on Schedule 3.6 is a list of jurisdictions in which each Subsidiary is
      qualified as a foreign corporation. Such jurisdictions are the only
      jurisdictions in which the ownership or leasing of property by each Subsidiary
      or the conduct of its business requires it to be so qualified. All of the
      outstanding shares of capital stock of each Subsidiary have been duly authorized
      and validly issued, are fully paid and nonassessable, and, except as set forth
      on Schedule 3.6, are owned, of record and beneficially, by the Company, and
      on
      the Closing Date will be owned by the Company, free and clear of all liens,
      encumbrances, equities, options or claims whatsoever. No Subsidiary has
      outstanding any other equity securities or securities options, warrants or
      rights of any kind that are convertible into equity securities of such
      Subsidiary, except as set forth on Schedule 3.6.

     

    
      
        
        

      

      
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    For
      purposes of this Agreement, "Affiliate"
      means, with respect to any Person, a relative, partner, shareholder, member,
      manager, director, officer, or employee of such Person, any parent or subsidiary
      of such Person, or any Person controlling, controlled by or under common control
      with such Person or any other Person affiliated, directly or indirectly, by
      virtue of family membership, ownership, management or otherwise.

    


    "Person"
      means any individual, sole proprietorship, partnership, joint venture, limited
      liability
      company, trust, unincorporated organization, association, corporation,
      government or any agency or political division thereof, or any other
      entity.


    


    3.7. Consents.
      Except
      as set forth in Schedule 3.7, no consents or approvals of any public body or
      authority and no consents or waivers from other parties to leases, licenses,
      franchises, permits, indentures, agreements or other instruments are
      (i) required for the lawful consummation of the transactions contemplated
      hereby, or (ii) necessary in order that the business of the Company can be
      conducted by the Purchaser in the same manner after the Closing as heretofore
      conducted by the Company, nor will the consummation of the transactions
      contemplated hereby result in creating, accelerating or increasing any liability
      of the Company.

    


    3.8. Financial
      Statements.
      The
      Company has delivered, or will deliver prior to Closing, to the Purchaser copies
      of the following financial statements (which include all notes and schedules
      attached thereto), all of which are true, complete and correct, have been
      prepared from the books and records of the Company in accordance with generally
      accepted accounting principles (“GAAP”) consistently applied with past practice
      and fairly present the financial condition, assets, liabilities and results
      of
      operations of the Company as of the dates thereof and for the periods covered
      thereby:

    


    
      	 	 	
              the
                audited balance sheet of the Company as at December 31, 2005 and
                2006, and
                the related audited statements of operations, and of cash flows of
                the
                Company for the period then ended, (ii) the unaudited balance sheet
                of the
                Company as of March 31, 2007 and the related compiled statement of
                operations of the Company for the five month period then ended, and
                (iii)
                the unaudited balance sheet and related financial trial balances
                through
                June 30, 2007 and the eight months prior thereto, without notes which
                are
                not in accordance with GAAP (such statements, including the related
                notes
                and schedules thereto, are referred to herein as the “Financial
                Statements.”)

            


    

    


    In
      such
      Financial Statements, the Statements of Operations do not contain any items
      of
      special or nonrecurring income or any other income not earned in the ordinary
      course of business except as set forth in Schedule 3.8, and the financial
      statements for the interim periods indicated include all adjustments, which
      consist of only normal recurring accruals, necessary for such fair presentation.
      There are no facts known to any of the Seller or the Company that, under
      generally accepted accounting principles consistently applied, would alter
      the
      information contained in the foregoing Financial Statements in any material
      way,
      which may also include immaterial changes to accounts payable as of June 30,
      2007.

     

    
      
        
        

      

      
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    For
      the
      purposes hereof, the balance sheet of the Company as of June 30, 2007 is
      referred to as the “Balance Sheet” and June 30, 2007 is referred to as the
“Balance Sheet Date”.

     

    3.9. Records
      and Books of Account.
      The
      records and books of account of the Company and of each Subsidiary reflect
      all
      material items of income and expense and all material assets, liabilities and
      accruals, and have been, and to the Closing Date will be, regularly kept and
      maintained in conformity with GAAP applied on a consistent basis with preceding
      years.

    


    3.10. Absence
      of Undisclosed Liabilities.
      Except
      as and to the extent reflected or reserved against in the Company’s Financial
      Statements or disclosed in Schedule 3.10, there are no liabilities or
      obligations of the Company of any kind whatsoever, whether accrued, fixed,
      absolute, contingent, determined or determinable, and including without
      limitation (i) liabilities to former, retired or active employees of the
      Company under any pension, health and welfare benefit plan, vacation plan or
      other plan of the Company, (ii) tax liabilities incurred in respect of or
      measured by income for any period prior to the close of business on the Balance
      Sheet Date, or arising out of transactions entered into, or any state of facts
      existing, on or prior to said date, and (iii) contingent liabilities in the
      nature of an endorsement, guarantee, indemnity or warranty, and there is no
      condition, situation or circumstance existing or which has existed that could
      reasonably be expected to result in any liability of the Company, other than
      liabilities and contingent liabilities incurred in the ordinary course of
      business since the Balance Sheet Date consistent with the Company’s recent
      customary business practice, none of which is materially adverse to the
      Company.

    


    3.11 Taxes.
      

    


    (a) For
      purposes of this Agreement, “Tax” or “Taxes” refers to: (i) any and all federal,
      state, local and foreign taxes, assessments and other governmental charges,
      duties, impositions and liabilities relating to taxes, including taxes based
      upon or measured by gross receipts, income, profits, sales, use and occupation,
      and value added, ad valorem, transfer, franchise, withholding, payroll,
      recapture, employment, excise and property taxes and escheatment payments,
      together with all interest, penalties and additions imposed with respect to
      such
      amounts and any obligations under any agreements or arrangements with any other
      person with respect to such amounts and including any liability for taxes of
      a
      predecessor entity; (ii) any liability for the payment of any amounts of the
      type described in clause (i) as a result of being or ceasing to be a member
      of
      an affiliated, consolidated, combined or unitary group for any period
      (including, without limitation, any liability under Treas. Reg.
      Section 1.1502-6 or any comparable provision of foreign, state or local
      law); and (iii) any liability for the payment of any amounts of the type
      described in clause (i) or (ii) as a result of any express or implied obligation
      to indemnify any other person or as a result of any obligations under any
      agreements or arrangements with any other person with respect to such amounts
      and including any liability for taxes of a predecessor entity.

     

    
      
        
        

      

      
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    (b) (i) The
      Company has timely filed all federal, state, local and foreign returns,
      estimates, information statements and reports (“Returns”) relating to Taxes
      required to be filed by the Company with any Tax authority. All such Returns
      are
      true, correct and complete in all respects. The Company has paid all Taxes
      shown
      to be due on such Returns. Except as listed on Schedule 4.11 hereto, the Company
      is not currently the beneficiary of any extensions of time within which to
      file
      any Returns. The Seller and the Company have furnished and made available to
      the
      Purchaser complete and accurate copies of all income and other Tax Returns
      and
      any amendments thereto filed by the Company in the last three (3)
      years.

    


    (ii) The
      Company, as of the Closing Date, will have withheld and accrued or paid to
      the
      proper authority all Taxes required to have been withheld and accrued or
      paid.

    


    (iii) The
      Company has not been delinquent in the payment of any Tax nor is there any
      Tax
      deficiency outstanding or assessed against the Company. The Company has not
      executed any unexpired waiver of any statute of limitations on or extending
      the
      period for the assessment or collection of any Tax.

    


    (iv) There
      is
      no dispute, claim, or proposed adjustment concerning any Tax liability of the
      Company either (A) claimed or raised by any Tax authority in writing or
      (B) based upon personal contact with any agent of such Tax authority, and
      there is no claim for assessment, deficiency, or collection of Taxes, or
      proposed assessment, deficiency or collection from the Internal Revenue Service
      or any other governmental authority against the Company which has not been
      satisfied. The Company is not a party to nor has it been notified in writing
      that it is the subject of any pending, proposed, or threatened action,
      investigation, proceeding, audit, claim or assessment by or before the Internal
      Revenue Service or any other governmental authority, nor does the Company have
      any reason to believe that any such notice will be received in the future.
      Neither the Internal Revenue Service nor any state or local taxation authority
      has ever audited any income tax return of the Company. The Company has not
      filed
      any requests for rulings with the Internal Revenue Service. No power of attorney
      has been granted by the Company or its Affiliates with respect to any matter
      relating to Taxes of the Company. There are no Tax liens of any kind upon any
      property or assets of the Company, except for inchoate liens for Taxes not
      yet
      due and payable.

    


    (v) The
      Company has no liability for any unpaid Taxes which has not been paid or accrued
      for or reserved on the Financial Statements in accordance with GAAP, whether
      asserted or unasserted, contingent or otherwise.

    


    (vi) There
      is
      no contract, agreement, plan or arrangement to which the Company is a party
      as
      of the date of this Agreement, including but not limited to the provisions
      of
      this Agreement, covering any employee or former employee of the Company that,
      individually or collectively, would reasonably be expected to give rise to
      the
      payment of any amount that would not be deductible pursuant to
      Sections 280G, 404 or 162(m) of the Internal
      Revenue Code of 1986, as amended (the “Code”).
      There
      is no contract, agreement, plan or arrangement to which the Company is a party
      or by which it is bound to compensate any individual for excise taxes paid
      pursuant to Section 4999 of the Code.

     

    
      
        
        

      

      
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    (vii) The
      Company has not filed any consent agreement under Section 341(f) of the
      Code or agreed to have Section 341(f)(2) of the Code apply to any disposition
      of
      a subsection (f) asset (as defined in Section 341(f)(4) of the Code) owned
      by
      the Company.

    


    (viii) The
      Company is not a party to, nor has any obligation under any tax-sharing, tax
      indemnity or tax allocation agreement or arrangement.

    


    (ix) None
      of
      the Company’s assets are tax exempt use property within the meaning of
      Section 168(h) of the Code.

     

    3.12. Accounts
      Receivable.
      The
      accounts receivable of the Company shown on the Balance Sheet Date, and those
      to
      be shown in the Financial Statements, are, and will be, actual bona fide
      receivables from transactions in the ordinary course of business representing
      valid and binding obligations of others for the total dollar amount shown
      thereon, and as of the Balance Sheet Date were not (and presently are not)
      subject to any recoupments, set-offs, or counterclaims. All such accounts
      receivable are and will be collectible in amounts not less than the amounts
      (net
      of reserves) carried on the books of the Company, including the Financial
      Statements, and will be paid in accordance with their terms. Except as listed
      on
      Schedule 3.12 hereto, all such accounts receivable are and will be actual bona
      fide receivables from transactions in the ordinary course of
      business.

    


    3.13. Inventory.
      The
      inventories of the Company are located at the locations listed on Schedule
      3.13
      attached hereto. The
      inventories of the Company shown on its Balance Sheet (net of reserves) are
      carried at values which reflect the normal inventory valuation policy of the
      Company of stating the items of inventory at average cost in accordance with
      generally accepted accounting principles consistently applied. Inventory
      acquired since the Balance Sheet Date has been acquired in the ordinary course
      of business and valued as set forth above. The Company will maintain the
      inventory in the normal and ordinary course of business from the date hereof
      through the Closing Date. Notwithstanding the foregoing, the Company is using
      commercially reasonable best efforts to sell slow moving inventory prior to
      the
      Closing Date.

    


    3.14. Machinery
      and Equipment.
      Except
      for items disposed of in the ordinary course of business, all machinery, tools,
      furniture, fixtures, equipment, vehicles, leasehold improvements and all other
      tangible personal property (hereinafter “Fixed Assets”) of the Company currently
      being used in the conduct of its business, or included in determining the net
      book value of the Company on the Balance Sheet Date, together with any machinery
      or equipment that is leased or operated by the Company, are in fully serviceable
      working condition and repair. Said Fixed Assets shall be maintained in such
      condition from the date hereof through the Closing Date. Except as described
      on
      Schedule 3.14 hereto, all Fixed Assets owned, used or held by the Company are
      situated at its business premises and are currently used in its business.
      Schedule 3.14 describes all Fixed Assets owned by or an interest in which is
      claimed by any other person (whether a customer, supplier or other person)
      for
      which the Company is responsible (copies of all agreements relating thereto
      being attached to said Schedule 3.14), and all such property is in the Company’s
      actual possession and is in such condition that upon the return of such property
      in its present condition to its owner, the Company will not be liable in any
      amount to such owner. There are no outstanding requirements or recommendations
      by any insurance company that has issued a policy covering either (i) such
      Fixed Assets or (ii) any liabilities of the Company relating to operation
      of the Business, or by any board of fire underwriters or other body exercising
      similar functions, requiring or recommending any repairs or work to be done
      on
      any Fixed Assets or any changes in the operations of the Business, any equipment
      or machinery used therein, or any procedures relating to such operations,
      equipment or machinery. All Fixed Assets of the Company are set forth on
      Schedule 3.14 hereto.

     

    
      
        
        

      

      
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    3.15. Real
      Property Matters.
      The
      Company does not own any real property as of the date hereof and has not owned
      any real property during the three years preceding the date hereof.


     

    3.16. Leases.
      All
      leases of real and personal property of the Company are described in Schedule
      3.16, are in full force and effect and constitute legal, valid and binding
      obligations of the respective parties thereto enforceable in accordance with
      their terms, except as limited by bankruptcy, insolvency, reorganization,
      moratorium or similar laws relating to or affecting generally the enforcement
      of
      creditor’s rights, and have not been assigned or encumbered. The Company has
      performed in all material respects the obligations required to be performed
      by
      it under all such leases to date and it is not in default in any material
      respect under any of said leases, except as set forth in Schedule 3.16, nor
      has
      it made any leasehold improvements required to be removed at the termination
      of
      any lease, except signs. No other party to any such lease is in material default
      thereunder. Except as noted on Schedule 3.16, none of the leases listed thereon
      require the consent of a third party in connection with the transfer of the
      Shares.

    


    3.17. Patents,
      Software, Trademarks, Etc.
      The
      Company owns, or possesses adequate licenses or other rights to use, all
      patents, software, trademarks, service marks, trade names and copyrights and
      trade secrets, if any, necessary to conduct its business as now operated by
      it.
      The patents, software, trademarks, service marks, copyrights, trade names and
      trade secrets, if any, registered in the name of or owned or used by or licensed
      to the Company and applications for any thereof (hereinafter the “Intangibles”)
      are described or referenced in Schedule 3.17. The Company hereby specifically
      acknowledge that all right, title and interest in and to all patents and
      software listed on Schedule 3.17 as patents owned by the Company are owned
      by
      the Company and that the ownership of such patents and software will be
      transferred as part of the Company to Purchaser as part of the transaction
      contemplated hereby. No officer, director, shareholder or employee of the
      Company or any relative or spouse of any such person owns any patents or patent
      applications or any inventions, software, secret formulae or processes, trade
      secrets or other similar rights, nor is any of them a party to any license
      agreement, used by or useful to the Company or related to the Business except
      as
      listed in Schedule 3.17. All of said Intangibles are valid and in good standing,
      are free and clear of all liens, security interests, charges, restrictions
      and
      encumbrances of any kind whatsoever, and have not been licensed to any third
      party except as described in Schedule 3.17. The Company has not been charged
      with, nor has it infringed, nor to the Seller’s knowledge is it threatened to be
      charged with infringement of, any patent, proprietary rights or trade secrets
      of
      others in the conduct of its business, and, to the date hereof, neither the
      Seller nor the Company has received any notice of conflict with or violation
      of
      the asserted rights in intangibles or trade secrets of others. The Company
      is
      not now manufacturing any goods under a present permit, franchise or license,
      except as set forth in said Schedule 3.17. The consummation of the transactions
      contemplated hereby will not alter or impair any rights of the Company in any
      such Intangibles or in any such permit, franchise or license, except as
      described in Schedule 3.17. The Intangibles and the Company’s tooling,
      manufacturing and engineering drawings, process sheets, specifications, bills
      of
      material and other like information and data are in such form and of such
      quality and will be maintained in such a manner that the Company can, following
      the Closing, design, produce, manufacture, assemble and sell the products and
      provide the services heretofore provided by it so that such products and
      services meet applicable specifications and conform with the standards of
      quality and cost of production standards heretofore met by it. The Company
      has
      the sole and exclusive right to use its corporate and trade names in the
      jurisdictions where it transacts business.

     

    
      
        
        

      

      
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    3.18. Insurance
      Policies.
      There
      is set forth in Schedule 3.18 a list and brief description of all insurance
      policies on the date hereof held by the Company or on which it pays premiums,
      including, without limitation, life insurance and title insurance policies,
      which description includes the premiums payable by it thereunder. Schedule
      3.18
      also sets forth, in the case of any life insurance policy held by the Company,
      the name of the insured under such policy, the cash surrender value thereof
      and
      any loans thereunder. All such insurance premiums in respect of such coverage
      have been, and to the Closing Date will be, paid in full, or if not due,
      properly accrued on the Balance Sheet. All claims, if any, made against the
      Company which are covered by such policies have been, or are being, settled
      or
      defended by the insurance companies that have issued such policies. Up to the
      Closing Date, such insurance coverage will be maintained in full force and
      effect and will not be cancelled, modified or changed without the express
      written consent of the Purchaser, except to the extent the maturity dates of
      any
      such insurance policies expiring prior to the Closing Date. No such policy
      has
      been, or to the Closing Date will be, cancelled by the issuer thereof, and,
      to
      the knowledge of the Seller and the Company, between the date hereof and the
      Closing Date, there shall be no increase in the premiums with respect to any
      such insurance policy caused by any action or omission of the Seller or of
      the
      Company.

    


    3.19. Banking
      and Personnel Lists.
      The
      Seller and the Company will deliver to the Purchaser prior to the Closing Date
      the following accurate lists and summary descriptions relating to the
      Company:

    


    (i) The
      name
      of each bank in which the Company has an account or safe deposit box and the
      names of all persons authorized to draw thereon or have access
      thereto.

    


    (ii) The
      names, current annual salary rates and total compensation for the preceding
      fiscal year of all of the present directors and officers of the Company, and
      any
      other employees whose current base accrual salary or annualized hourly rate
      equivalent is $20,000 or more, together with a summary of the bonuses,
      percentage compensation and other like benefits, if any, paid or payable to
      such
      persons for the last full fiscal year completed, together with a schedule of
      changes since that date, if any.

     

    
      
        
        

      

      
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    (iii) A
      schedule of workers’ compensation payments of the Company over the past five
      full fiscal years and the fiscal year to date, a schedule of claims by employees
      of the Company against the workers’ compensation fund for any reason over such
      period, identification of all compensation and medical benefits paid to date
      on
      each such claim and the estimated amount of compensation and medical benefits
      to
      be paid in the future on each such claim.

    


    (iv) The
      name
      of all pensioned employees of the Company whose pensions are unfunded and are
      not paid or payable pursuant to any formalized pension arrangements, their
      agent
      and annual unfunded pension rates.

    


    3.20. Lists
      of Contracts, Etc.
      There is
      included in Schedule 3.20 a list of the following items (whether written or
      oral) relating to the Company, which list identifies and fairly summarizes
      each
      item:

    


    (i) All
      collective bargaining and other labor union agreements (if any); all employment
      agreements with any officer, director, employee or consultant; and all employee
      pension, health and welfare benefit plans, group insurance, bonus, profit
      sharing, severance, vacation, hospitalization, and retirement plans,
      post-retirement medical benefit plans, and any other plans, arrangements or
      custom requiring payments or benefits to current or retiring
      employees.

    


    (ii) All
      joint
      venture contracts of the Company or affiliates relating to the
      Business;

    


    (iii) All
      contracts of the Company relating to (a) obligations for borrowed money,
      (b) obligations evidenced by bonds, debentures, notes or other similar
      instruments, (c) obligations to pay the deferred purchase price of property
      or services, except trade accounts payable arising in the ordinary course of
      business, (d) obligations under capital leases, (e) debt of others
      secured by a lien on any asset of the Company, and (f) debts of others
      guaranteed by the Company.

    


    (iv) All
      agreements of the Company relating to the supply of raw materials for and the
      distribution of the products of the Business, including without limitation
      all
      sales agreements, manufacturer’s representative agreements and distribution
      agreements of whatever magnitude and nature, and any commitments
      therefor;

    


    (v) All
      contracts that individually provide for aggregate future payments to or from
      the
      Company of $25,000 or more, to the extent not included in (i) through (iv)
      above;

    


    (vi) All
      contracts of the Company that have a term exceeding one year and that may not
      be
      cancelled without any liability, penalty or premium, to the extent not included
      in (i) through (v) above;

     

    
      
        
        

      

      
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    (vii) A
      complete list of all outstanding powers of attorney granted by the Company;
      and

    


    (viii) All
      other
      contracts of the Company material to the business, assets, liabilities,
      financial condition, results of operations or prospects of the Business taken
      as
      a whole to the extent not included above.

    


    Except
      as
      set forth in Schedule 3.20, (i) all contracts, agreements and commitments
      of the Company set forth in Schedule 3.20 are valid, binding and in full force
      and effect, and (ii) neither the Company nor any other party to any such
      contract, agreement, or commitment has materially breached any provision thereof
      or is in default thereunder. Except as set forth in Schedule 3.20, the sale
      of
      the Shares by the Seller in accordance with this Agreement will not result
      in
      the termination of any contract, agreement or commitment of the Company set
      forth in Schedule 3.20, and immediately after the Closing, each such contract,
      agreement or commitment will continue in full force and effect without the
      imposition or acceleration of any burdensome condition or other obligation
      on
      the Company resulting from the sale of the Shares by the Seller. True and
      complete copies of the contracts, leases, licenses and other documents referred
      to in this Schedule 3.20 will be delivered to the Purchaser, certified by the
      Secretary or Assistant Secretary of the Company as true, correct and complete
      copies, not later than four weeks from the date hereof or ten business days
      before the Closing Date, whichever is sooner.

    


    There
      are
      no pending disputes with customers or vendors of the Company regarding quality
      or return of goods involving amounts in dispute with any one customer or vendor,
      whether for related or unrelated claims, in excess of $5,000 except as described
      on Schedule 3.20 hereto, all of which will be resolved to the reasonable
      satisfaction of Purchaser prior to the Closing Date. To the knowledge of Seller
      and the Company, there has not been any event, happening, threat or fact that
      would lead them to believe that any of said customers or vendors will terminate
      or materially alter their business relationship with the Company after
      completion of the transactions contemplated by this Agreement.

    


    3.21. Compliance
      With the Law.
      The
      Company is not in violation of any applicable federal, state, local or foreign
      law, regulation or order or any other, decree or requirement of any
      governmental, regulatory or administrative agency or authority or court or
      other
      tribunal (including, but not limited to, any law, regulation order or
      requirement relating to securities, properties, business, products,
      manufacturing processes, advertising, sales or employment practices, terms
      and
      conditions of employment, occupational safety, health and welfare, conditions
      of
      occupied premises, product safety and liability, civil rights, or environmental
      protection, including, but not limited to, those related to waste management,
      air pollution control, waste water treatment or noise abatement). Except as
      set
      forth in Schedule 3.21, the Company has not been and is not now charged with,
      or
      to the knowledge of the Seller or the Company under investigation with respect
      to, any violation of any applicable law, regulation, order or requirement
      relating to any of the foregoing, nor, to the knowledge of the Seller or the
      Company after due inquiry, are there any circumstances that would or might
      give
      rise to any such violation. The Company has filed all reports required to be
      filed with any governmental, regulatory or administrative agency or
      authority.

     

    
      
        
        

      

      
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    3.22. Litigation;
      Pending Labor Disputes.
      Except
      as specifically identified on the Balance Sheet or footnotes thereto or set
      forth in Schedule 3.22:

    


    (i) There
      are
      no legal, administrative, arbitration or other proceedings or governmental
      investigations pending or, to the knowledge of Seller or the Company,
      threatened, against the Seller or the Company, relating to the Company or its
      properties (including leased property), or the transactions contemplated by
      this
      Agreement, nor is there any basis known to the Company or the Seller for any
      such action.

    


    (ii) There
      are
      no judgments, decrees or orders of any court, or any governmental department,
      commission, board, agency or instrumentality binding upon Seller or the Company
      relating to the business of the Company the effect of which is to prohibit
      any
      business practice or the acquisition of any property or the conduct of any
      business by the Company or which limit or control or otherwise adversely affect
      its method or manner of doing business.

    


    (iii) No
      work
      stoppage has occurred and is continuing or, to the knowledge of Seller or the
      Company, is threatened affecting the business of the Company, and no
      representation question involving recognition of a collective bargaining agent
      exists in respect of any employees of the Company.

    


    (iv) There
      are
      no pending labor negotiations or union organization efforts relating to
      employees of the Company.

    


    (v) There
      are
      no charges of discrimination (relating to sex, age, race, national origin,
      handicap or veteran status) or unfair labor practices pending or, to the
      knowledge of the Seller or the Company, threatened before any governmental
      or
      regulatory agency or authority or any court relating to employees of the
      Company.

    


    3.23. Absence
      of Certain Changes or Events.
      The
      Company has not, since the Balance Sheet Date, except as described on Schedule
      3.23:

    


    (i) Incurred
      any material obligation or liability (absolute, accrued, contingent or
      otherwise) or in connection with the performance of this Agreement, and any
      such
      obligation or liability incurred in the ordinary course is not materially
      adverse, except for claims, if any, that are adequately covered by
      insurance;

    


    (ii) Discharged
      or satisfied any lien or encumbrance, or paid or satisfied any obligations
      or
      liability (absolute, accrued, contingent or otherwise) other than
      (a) liabilities shown or reflected on the Balance Sheet, and
      (b) liabilities incurred since the Balance Sheet Date in the ordinary
      course of business that were not materially adverse;

    


    (iii) Increased
      or established any reserve or accrual for taxes or other liability on its books
      or otherwise provided therefor, except (a) as disclosed on the Balance
      Sheet, or (b) as may have been required under generally accepted accounting
      principles due to income earned or expense accrued since the Balance Sheet
      Date
      and as disclosed to the Purchaser in writing;

     

    
      
        
        

      

      
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    (iv) Mortgaged,
      pledged or subjected to any lien, charge or other encumbrance any of its assets,
      tangible or intangible;

    


    (v) Sold
      or
      transferred any of its assets or cancelled any debts or claims or waived any
      rights, except in the ordinary course of business and which has not been
      materially adverse;

    


    (vi) Disposed
      of or permitted to lapse any patents or trademarks or any patent or trademark
      applications material to the operation of its business;

    


    (vii) Incurred
      any significant labor trouble or granted any general or uniform increase in
      salary or wages payable or to become payable by it to any director, officer,
      employee or agent, or by means of any bonus or pension plan, contract or other
      commitment increased the compensation of any director, officer, employee or
      agent;

    


    (viii) Authorized
      any capital expenditure for real estate or leasehold improvements, machinery,
      equipment or molds in excess of $5,000.00 in the aggregate;

    


    (ix) Except
      for this Agreement, entered into any material transaction;

    


    (x) Issued
      any stocks, bonds, or other corporate securities, or made any declaration or
      payment of any dividend or any distribution in respect of its capital stock;
      or

    


    (xi) Experienced
      damage, destruction or loss (whether or not covered by insurance) individually
      or in the aggregate materially and adversely affecting any of its properties,
      assets or business, or experienced any other material adverse change or changes
      individually or in the aggregate affecting its financial condition, assets,
      liabilities or business.


    


    3.24. Employee
      Benefit Plans.

    


    (a) Schedule
      3.24 lists
      a
      description of the only Employee Programs (as defined below) that have been
      maintained (as such term is further defined below) by the Company at any time
      during the five (5) years prior to the date hereof.

    


    (b) There
      has
      not been any failure of any party to comply with any laws applicable with
      respect to any Employee Program that has been maintained by the Company. With
      respect to any Employee Programs now or heretofore maintained by the Company,
      there has occurred no breach of any duty under the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”) or other applicable law which could
      result, directly or indirectly in any taxes, penalties or other liability to
      the
      Purchaser, the Company or any affiliate (as defined below). No litigation,
      arbitration, or governmental administrative proceeding (or investigation) or
      other proceeding (other than those relating to routine claims for benefits)
      is
      pending or, to the knowledge of the Company and Seller, threatened with respect
      to any such Employee Program. 

     

    
      
        
        

      

      
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    (c) Except
      as
      set forth in Schedule
      3.24 attached
      hereto, neither the Company nor any affiliate has ever (i) provided health
      care or any other non-pension benefits to any employees after their employment
      was terminated (other than as required by Part 6 of Subtitle B of
      Title I of ERISA) or has ever promised to provide such post-termination
      benefits or (ii) maintained an Employee Program provided to such employees
      subject to Title IV of ERISA, Section 401(a) or Section 412 of Code,
      including, without limitation, any Multiemployer Plan.

    


    (d) For
      purposes of this Section 3.24:

     

    (i) “Employee
      Program”
means (A) all employee benefit plans within the meaning of ERISA
      Section 3(3), including, but not limited to, multiple employer welfare
      arrangements (within the meaning of ERISA Section 3(40)), plans to which
      more than one unaffiliated employer contributes and employee benefit plans
      (such
      as foreign or excess benefit plans) which are not subject to ERISA; and
      (B) all stock option plans, bonus or incentive award plans, severance pay
      policies or agreements, deferred compensation agreements, supplemental income
      arrangements, vacation plans, and all other employee benefit plans, agreements,
      and arrangements not described in (A) above. In the case of an Employee
      Program funded through an organization described in Code Section 501(c)(9),
      each
      reference to such Employee Program shall include a reference to such
      organization;

    


    (ii) An
      entity
“maintains” an Employee Program if such entity sponsors, contributes to, or
      provides (or has promised to provide) benefits under such Employee Program,
      or
      has any obligation (by agreement or under applicable law) to contribute to
      or
      provide benefits under such Employee Program, or if such Employee Program
      provides benefits to or otherwise covers employees of such entity (or their
      spouses, dependents, or beneficiaries);

    


    (iii) An
      entity
      is an “affiliate” of the Company for purposes of this Section 3.24 if it
      would have ever been considered a single employer with the Company under ERISA
      Section 4001(b) or part of the same “controlled group” as the Company for
      purposes of ERISA Section 302(d)(8)(C); and

    


    (iv) “Multiemployer
      Plan” means a (pension or non-pension) employee benefit plan to which more than
      one employer contributes and which is maintained pursuant to one or more
      collective bargaining agreements.

    


    3.25. Product
      Warranties and Product Liabilities.
      The
      product warranties and return policies of the Company in effect on the date
      hereof and the types of products to which they apply are described on Schedule
      3.25 hereto. Schedule 3.25 also sets forth all product liability claims
      involving amounts in controversy in excess of $5,000 that are currently either
      pending or, to the best of the Seller’s and the Company’s knowledge, threatened
      against the Company. The Company has not paid in the aggregate, or allowed
      as
      credits against purchases, or received claims for more than one percent (1%)
      per
      year of gross sales, as determined in accordance with GAAP consistently applied,
      during the past three years pursuant to obligations under any warranty or any
      product liability claim with respect to goods manufactured, assembled or
      furnished by the Company. The future cost of performing all such obligations
      and
      paying all such product liability claims with respect to goods manufactured,
      assembled or furnished prior to the Closing Date will not exceed the average
      annual cost thereof for said past three year period.

     

    
      
        
        

      

      
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    3.26. Assets.
      The
      assets of the Company are located at the locations listed on Schedule
      3.26
      attached
      hereto. Except
      as
      described in Schedule 3.26, the assets of the Company are, and together with
      the
      additional assets to be acquired or otherwise received by the Company prior
      to
      the Closing, will at the Closing Date be, sufficient in all material respects
      to
      carry on the operations of the Business as now conducted by the Company. The
      Company (including for such purpose any Subsidiaries thereof listed on Schedule
      3.20) is the only business organization through which the Business is conducted.
      Except as set forth in Schedule 3.16 or
      Schedule 3.26, all assets used by the Company are, and will on the Closing
      Date
      be, owned by the Company.

    


    3.27. Absence
      of Certain Commercial Practices.
      Except
      as described on Schedule 4.27, neither the Company nor any Seller has made
      any
      payment (directly or by secret commissions, discounts, compensation or other
      payments) or given any gifts to another business concern, to an agent or
      employee of another business concern or of any governmental entity (domestic
      or
      foreign) or to a political party or candidate for political office (domestic
      or
      foreign), to obtain or retain business for the Company or to receive favorable
      or preferential treatment, except for gifts and entertainment given to
      representatives of customers or potential customers of sufficiently limited
      value and in a form (other than cash) that would not be construed as a bribe
      or
      payoff.

    


    3.28. Licenses,
      Permits, Consents and Approvals.
      The
      Company has, and at the Closing Date will have, all licenses, permits or other
      authorizations of governmental, regulatory or administrative agencies or
      authorities (collectively, “Licenses”) required to conduct the Business. All
      Licenses of the Company are listed on Schedule 3.28 hereto.
      At the Closing, the Company will have all such Licenses which are material
      to
      the conduct of the Business and will have renewed all Licenses which would
      have
      expired in the interim. Except as listed in Schedule 3.28, no registration,
      filing, application, notice, transfer, consent, approval, order, qualification,
      waiver or other action of any kind (collectively, a “Filing”) will be required
      as a result of the sale of the Shares by Seller in accordance with this
      Agreement (a) to avoid the loss of any License or the violation, breach or
      termination of, or any default under, or the creation of any lien on any asset
      of the Company pursuant to the terms of, any law, regulation, order or other
      requirement or any contract binding upon the Company or to which any such asset
      may be subject, or (b) to enable Purchaser (directly or through any
      designee) to continue the operation of the Company and the Business
      substantially as conducted prior to the Closing Date. All such Filings will
      be
      duly filed, given, obtained or taken on or prior to the Closing Date and will
      be
      in full force and effect on the Closing Date.

    


    3.29. Environmental
      Matters.
      Except
      as
      set forth on Schedule 3.29 hereto:

     

    (a) The
      operations of the Company are in compliance with all applicable laws promulgated
      by any governmental entity which prohibit, regulate or control any hazardous
      material or any hazardous material activity (“Environmental Laws”) and all
      permits issued pursuant to Environmental Laws or otherwise except for where
      noncompliance or the absence of such permits would not, individually or in
      the
      aggregate, have a Material Adverse Effect;

     

    
      
        
        

      

      
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    (b) The
      Company has obtained all permits required under all applicable Environmental
      Laws necessary to operate its business;

     

    (c) The
      Company is not the subject of any outstanding written order or Contract with
      any
      governmental authority or person respecting Environmental Laws or any violation
      or potential violations thereof; and,

     

    (d) The
      Company has not received any written communication alleging either or both
      that
      the Company may be in violation of any Environmental Law, or any permit issued
      pursuant to Environmental Law, or may have any liability under any Environmental
      Law.

    


    3.30 Broker.
      Neither
      the Company nor the Seller has retained any broker in connection with any
      transaction contemplated by this Agreement. Purchaser and the Company shall
      not
      be obligated to pay any fee or commission associated with the retention or
      engagement by the Company or Seller of any broker in connection with any
      transaction contemplated by this Agreement.

    


    3.31. Related
      Party Transactions.
      Except
      as described in Schedule 3.31, all transactions during the past five years
      between the Company and any current or former shareholder or any entity in
      which
      the Company or any current or former shareholder had or has a direct or indirect
      interest have been fair to the Company as determined by the Board of Directors.
      No portion of the sales or other on-going business relationships of the Company
      is dependent upon the friendship or the personal relationships (other than
      those
      customary within business generally) of any Seller, except as described in
      Schedule 3.31. During the past five years, the Company has not forgiven or
      cancelled, without receiving full consideration, any indebtedness owing to
      it by
      the Seller. 

    


    3.32 Patriot
      Act.
      The
      Company and the Seller certify that neither the Company nor any of its
      Subsidiaries has been designated, and is not owned or controlled, by a
“suspected terrorist” as defined in Executive Order 13224. The Company and the
      Seller hereby acknowledge that the Purchaser seeks to comply with all applicable
      laws concerning money laundering and related activities. In furtherance of
      those
      efforts, the Company and the Seller hereby represent, warrant and agree that:
      (i) none of the cash or property that the Seller has contributed or paid or
      will
      contribute and pay to the Company has been or shall be derived from, or related
      to, any activity that is deemed criminal under United States law; and (ii)
      no
      contribution or payment by the Company or any of its Subsidiaries to the
      Purchaser, to the extent that they are within the Company’s and/or its
      Subsidiaries’ control shall cause the Purchaser to be in violation of the United
      States Bank Secrecy Act, the United States International Money Laundering
      Control Act of 1986 or the United States International Money Laundering
      Abatement and Anti-Terrorist Financing Act of 2001. The Seller shall promptly
      notify the Purchaser if any of these representations ceases to be true and
      accurate regarding the Seller, the Company or any of its Subsidiaries. The
      Seller agrees to provide the Purchaser any additional information regarding
      the
      Company or any of its Subsidiaries that the Purchaser reasonably requests to
      ensure compliance with all applicable laws concerning money laundering and
      similar activities. 

     

    
      
        
        

      

      
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    3.33. Disclosure.
      All
      statements contained in any schedule, certificate, opinion, instrument, or
      other
      document delivered by or on behalf of the Seller or the Company pursuant hereto
      or in connection with the transactions contemplated hereby shall be deemed
      representations and warranties by the Seller and the Company herein. No
      statement, representation or warranty by the Seller or the Company in this
      Agreement or in any schedule, certificate, opinion, instrument, or other
      document furnished or to be furnished to the Purchaser pursuant hereto or in
      connection with the transactions contemplated hereby contains or will contain
      any untrue statement of a material fact or omits or will omit to state a
      material fact required to be stated therein or necessary to make the statements
      contained therein not misleading or necessary in order to provide a prospective
      purchaser of the business of the Company with full and fair disclosure
      concerning the Company, its business, and the Company’s affairs.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER AND EVAN

    


    The
      Seller and Evan jointly and severally hereby represent and warrant to the
      Purchaser that:

     

    4.1 Legal
      Capacity, Organization and Good Standing.
      The
      Seller is duly organized, validly existing and in good standing under the laws
      of the jurisdiction of such entity’s incorporation or formation and has all
      requisite power and authority to enter into this Agreement and to comply with
      the provisions hereof.

     

    4.2. Authority.

    


    (a) The
      execution of this Agreement and all related agreements and the delivery hereof
      and thereof to the Purchaser and the sale contemplated herein have been, or
      will
      be prior to Closing, duly authorized by the Seller’s Board of Directors and by
      the Seller’s members having full power and authority to authorize such
      actions.

    


    (b) Each
      of
      the Seller and Evan has the full legal right, power and authority to execute,
      deliver and carry out the terms and provisions of this Agreement; and this
      Agreement has been duly and validly executed and delivered on behalf of the
      Seller and Evan and constitutes a valid and binding obligation of the Seller
      and
      Evan enforceable in accordance with its terms.

    


    (c) Neither
      the execution and delivery of this Agreement, the consummation of the
      transactions herein contemplated, nor compliance with the terms of this
      Agreement will violate, conflict with, result in a breach of, or constitute
      a
      default under any statute, regulation, indenture, mortgage, loan agreement,
      or
      other agreement or instrument to which the Seller or Evan is a party or by
      which
      it or any of them is bound, any charter, regulation, or bylaw provision of
      the
      Seller, or any decree, order, or rule of any court or governmental authority
      or
      arbitrator that is binding on the Seller or Evan in any way.

    


    
      
        
        

      

      
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    4.3 Ownership
      of Shares.
      The
      Seller is the lawful record and beneficial owner of the Shares, free and clear
      of any liens, pledges, encumbrances, charges, claims or restrictions of any
      kind, and has, or will have on the Closing Date, the absolute, unilateral right,
      power, authority and capacity to enter into and perform this Agreement without
      any other or further authorization, action or proceeding, except as specified
      herein.

    


     

    4.4 Absence
      of Claims.
      Neither
      the Seller nor Evan has any commitment, action, debt, claim, counterclaim,
      suit,
      cause of action or similar right, at law or in equity, contingent or otherwise,
      against the Company or the officers, directors, employees, stockholders,
      affiliates, predecessors, successors or assigns of any of them, including,
      but
      not limited to, any claims which relate to or arise out of Evan’s relationship
      with the Company or his rights or status as a stockholder, officer, director,
      or
      employee of the Company.

     

    4.5 Litigation.
      There
      are no Legal Proceedings pending or, to the best knowledge of the Seller or
      Evan, threatened that are reasonably likely to prohibit or restrain the ability
      of the Seller or Evan to enter into this Agreement or consummate the
      transactions contemplated hereby.

     

    ARTICLE
      V

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    5.1 Organization
      and Good Standing.
      The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Utah.

     

    5.2 Authority.

     

    (a) The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein have been, or will prior to Closing be, duly
      and validly approved and acknowledged by all necessary corporate action on
      the
      part of the Purchaser.

    


    (b) The
      execution of this Agreement and the delivery hereof to the Seller and the
      Company and the purchase contemplated herein have been, or will be prior to
      Closing, duly authorized by the Purchaser’s Board of Directors having full power
      and authority to authorize such actions.

     

    5.3 Conflicts;
      Consents of Third Parties. 

     

    (a) The
      execution and delivery of this Agreement, the acquisition of the Shares by
      Purchaser and the consummation of the transactions herein contemplated, and
      the
      compliance with the provisions and terms of this Agreement, are not prohibited
      by the Articles of Incorporation or Bylaws of the Purchaser and will not
      violate, conflict with or result in a breach of any of the terms or provisions
      of, or constitute a default under, any court order, indenture, mortgage, loan
      agreement, or other agreement or instrument to which the Purchaser is a party
      or
      by which it is bound.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (b) No
      consent, waiver, approval, order, permit or authorization of, or declaration
      or
      filing with, or notification to, any person or governmental body is required
      on
      the part of the Purchaser in connection with the execution and delivery of
      this
      Agreement or the Purchaser Documents or the compliance by Purchaser with any
      of
      the provisions hereof or thereof.

     

    5.4 Litigation.
      There
      are no Legal Proceedings pending or, to the best knowledge of the Purchaser,
      threatened that are reasonably likely to prohibit or restrain the ability of
      the
      Purchaser to enter into this Agreement or consummate the transactions
      contemplated hereby.

     

    5.5 Broker.

     

    The
      Purchaser has not retained any broker in connection with any transaction
      contemplated by this Agreement. Seller shall not be obligated to pay any fee
      or
      commission associated with the retention or engagement by the Purchaser of
      any
      broker in connection with any transaction contemplated by this
      Agreement.

     

    5.6 Patriot
      Act.

     

    The
      Purchaser certifies that neither the Purchaser nor any of its subsidiaries
      has
      been designated, and is not owned or controlled, by a “suspected terrorist” as
      defined in Executive Order 13224. The Purchaser hereby acknowledges that the
      Company and the Seller seek to comply with all applicable laws concerning money
      laundering and related activities. In furtherance of those efforts, the
      Purchaser hereby represents, warrants and agrees that: (i) none of the cash
      or
      property that the Purchasers have contributed or paid or will contribute and
      pay
      to the Seller has been or shall be derived from, or related to, any activity
      that is deemed criminal under United States law; and (ii) no contribution or
      payment by the Purchaser or any of its subsidiaries to the Seller, to the extent
      that they are within the Purchaser’s control shall cause the Seller or the
      Company to be in violation of the United States Bank Secrecy Act, the United
      States International Money Laundering Control Act of 1986 or the United States
      International Money Laundering Abatement and Anti-Terrorist Financing Act of
      2001. The Purchaser shall promptly notify the Seller if any of these
      representations ceases to be true and accurate regarding the Purchaser or any
      of
      its subsidiaries. The Purchaser agrees to provide the Seller any additional
      information regarding the Purchaser or any of its subsidiaries that the Seller
      reasonably requests to ensure compliance with all applicable laws concerning
      money laundering and similar activities. 

    


    ARTICLE
      VI

    COVENANTS

     

    6.1 Access
      to Information.

     

    The
      Seller and the Company agree that, prior to the Closing Date, the Purchaser
      shall be entitled, through its officers, employees and representatives
      (including, without limitation, its legal advisors and accountants), to make
      such investigation of the properties, businesses and operations of the Company
      and its Subsidiaries and such examination of the books, records and financial
      condition of the Company and its Subsidiaries as it reasonably requests and
      to
      make extracts and copies of such books and records. Any such investigation
      and
      examination shall be conducted during regular business hours and under
      reasonable circumstances, and the Seller shall cooperate, and shall cause the
      Company and its Subsidiaries to cooperate, fully therein. No investigation
      by
      the Purchaser prior to or after the date of this Agreement shall diminish or
      obviate any of the representations, warranties, covenants or agreements of
      the
      Seller contained in this Agreement or the any other documents delivered by
      Seller, the Company or Evan in connection herewith (the “Seller Documents”). In
      order that the Purchaser may have full opportunity to make such physical,
      business, accounting and legal review, examination or investigation as it may
      reasonably request of the affairs of the Company and its Subsidiaries, the
      Seller shall cause the officers, employees, consultants, agents, accountants,
      attorneys and other representatives of the Company and its Subsidiaries to
      cooperate fully with such representatives in connection with such review and
      examination.

     

    
      
        
        

      

      
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    6.2 Conduct
      of the Business Pending the Closing.

     

    (a) Except
      as
      otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Purchaser, until the Option shall be exercised or expire, the
      Seller shall, and shall cause the Company to:

     

    (i) Conduct
      the business of the Company only in the ordinary course consistent with past
      practice;

     

    (ii) Use
      its
      best efforts to (A) preserve its present business operations, organization
      (including, without limitation, management and the sales force) and goodwill
      of
      the Company and (B) preserve its present relationship with persons having
      business dealings with the Company;

     

    (iii) Maintain
      (A) all of the assets and properties of the Company in their current condition,
      ordinary wear and tear excepted and (B) insurance upon all of the properties
      and
      assets of the Company in such amounts and of such kinds com-parable to that
      in
      effect on the date of this Agreement;

     

    (iv) (A)
      maintain the books, accounts and records of the Company in the ordinary course
      of business consistent with past practices, (B) continue to collect accounts
      receivable and pay accounts payable utilizing normal procedures and without
      discounting or accelerating payment of such accounts, and (C) comply with all
      contractual and other obligations applicable to the operation of the Company;
      and

     

    (v) Comply
      in
      all material respects with applicable Laws.

     

    (b) Except
      as
      otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Purchaser, until the Option shall be exercised or expire, the
      Seller shall not, and shall cause the Company not to:

     

    (i) Declare,
      set aside, make or pay any dividend or other distribution in respect of the
      capital stock of the Company or repurchase, redeem or otherwise acquire any
      outstanding shares of the capital stock or other securities of, or other
      ownership interests in, the Company;

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (ii) Transfer,
      issue, sell or dispose of any shares of capital stock or other securities of
      the
      Company or grant options, warrants, calls or other rights to purchase or
      otherwise acquire shares of the capital stock or other securities of the
      Company;

     

    (iii) Effect
      any recapitalization, reclassification, stock split or like change in the
      capitalization of the Company;

     

    (iv) Amend
      the
      certificate of incorporation or by-laws of the Company;

     

    (v) (A)
      materially increase the annual level of compensation of any employee of the
      Company, (B) increase the annual level of compensation payable or to become
      payable by the Company to any of its executive officers, (C) grant any unusual
      or extraordinary bonus, benefit or other direct or indirect compensation to
      any
      employee, director or consultant, (D) increase the coverage or benefits
      available under any (or create any new) severance pay, termination pay, vacation
      pay, company awards, salary continuation for disability, sick leave, deferred
      compensation, bonus or other incentive compensation, insurance, pension or
      other
      employee benefit plan or arrangement made to, for, or with any of the directors,
      officers, employees, agents or representatives of the Company or otherwise
      modify or amend or terminate any such plan or arrangement or (E) enter into
      any
      employment, deferred compensation, severance, consulting, non-competition or
      similar agreement (or amend any such agreement) to which the Company is a party
      or involving a director, officer or employee of the Company in his or her
      capacity as a director, officer or employee of the Company;

     

    (vi) Except
      for trade payables and for indebtedness for borrowed money incurred in the
      ordinary course of business and consistent with past practice, borrow monies
      for
      any reason or draw down on any line of credit or debt obligation, or become
      the
      guarantor, surety, endorser or otherwise liable for any debt, obligation or
      liability (contingent or otherwise) of any other Person, or change the terms
      of
      payables or receivables; 

     

    (vii) Subject
      to any lien (except for leases that do not materially impair the use of the
      property subject thereto in their respective businesses as presently conducted),
      any of the properties or assets (whether tangible or intangible) of the
      Company;

     

    (viii) Acquire
      any material properties or assets or sell, assign, transfer, convey, lease
      or
      otherwise dispose of any of the material properties or assets (except for fair
      consideration in the ordinary course of business consistent with past practice)
      of the Company except, with respect to the items listed on Schedule 6.2(b)(viii)
      hereto, as previously consented to by the Purchaser;

     

    (ix) Cancel
      or
      compromise any debt or claim or waive or release any material right of the
      Company except in the ordinary course of business consistent with past
      practice;

     

    (x) Enter
      into any commitment for capital expenditures out of the ordinary
      course;

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (xi) Permit
      the Company to enter into any transaction or to make or enter into any Contract
      which by reason of its size or otherwise is not in the ordinary course of
      business consistent with past practice;

     

    (xii) Permit
      the Company to enter into or agree to enter into any merger or consolidation
      with, any corporation or other entity, and not engage in any new business or
      invest in, make a loan, advance or capital contribution to, or otherwise acquire
      the securities of any other person;

     

    (xiii) Except
      for transfers of cash pursuant to normal cash management practices, permit
      the
      Company to make any investments in or loans to, or pay any fees or expenses
      to,
      or enter into or modify any Contract with, any Seller or any Affiliate of any
      Seller; or

     

    (xiv) Agree
      to
      do anything prohibited by this Section 6.2 or anything which would make any
      of
      the representations and warranties of the Seller in this Agreement or the Seller
      Documents untrue or incorrect in any material respect as of any time through
      and
      including the date of the Option exercise.

     

    6.3 Consents.

     

    The
      Seller and the Company shall use their best efforts, and the Purchaser shall
      cooperate with the Seller and the Company, to obtain at the earliest practicable
      date all consents and approvals required to consummate the transactions
      contemplated by this Agreement, including, without limitation, the consents
      and
      approvals referred to in Section 3.7 hereof; provided, however, that neither
      the
      Seller, the Company nor the Purchaser shall be obligated to pay any
      consideration therefor to any third party from whom consent or approval is
      requested.

     

    6.4 Other
      Actions.

     

    Each
      of
      the Seller and the Purchaser shall use its best efforts to (i) take all actions
      necessary or appropriate to consummate the transactions contemplated by this
      Agreement and (ii) cause the fulfillment at the earliest practicable date of
      all
      of the conditions to their respective obligations to consummate the transactions
      contemplated by this Agreement.

     

    6.5 No
      Solicitation.

     

    The
      Seller will not, and will not cause or permit the Company or any of the
      Company's directors, officers, employees, representatives or agents
      (collectively, the "Representatives") to, directly or indirectly, (i) discuss,
      negotiate, undertake, authorize, recommend, propose or enter into, either as
      the
      proposed surviving, merged, acquiring or acquired corporation, any transaction
      involving a merger, consolidation, business combination, purchase or disposition
      of any amount of the assets or capital stock or other equity interest in the
      Company other than the transactions contemplated by this Agreement (an
      "Acquisition Transaction"), (ii) facilitate, encourage, solicit or initiate
      discussions, negotiations or submissions of proposals or offers in respect
      of an
      Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person,
      any information concerning the business, operations, properties or assets of
      the
      Company in connection with an Acquisition Transaction, or (iv) otherwise
      cooperate in any way with, or assist or participate in, facilitate or encourage,
      any effort or attempt by any other Person to do or seek any of the foregoing.
      The Seller and the Company will inform the Purchaser in writing immediately
      following the receipt by the Seller, the Company or any Representative of any
      proposal or inquiry in respect of any Acquisition Transaction.

     

    
      
        
        

      

      
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    6.6 Preservation
      of Records.

     

    Subject
      to Section 9.4(e) hereof (relating to the preservation of Tax records) and
      the
      exercise of the Option, the Seller and the Purchaser agree that each of them
      shall preserve and keep the records held by it relating to the business of
      the
      Company for a period of three years from the Closing Date and shall make such
      records and personnel available to the other as may be reasonably required
      by
      such party in connection with, among other things, any insurance claims by,
      legal proceedings against or governmental investigations of the Seller or the
      Purchaser or any of their Affiliates or in order to enable the Seller or the
      Purchaser to comply with their respective obligations under this Agreement
      and
      each other agreement, document or instrument contemplated hereby or thereby.
      

     

    6.7 Publicity.

     

    None
      of
      the Seller, the Company nor the Purchaser shall issue any press release or
      public announcement concerning this Agreement or the transactions contemplated
      hereby without obtaining the prior written approval of the other party hereto,
      which approval will not be unreasonably withheld or delayed, unless, in the
      sole
      judgment of the Purchaser, the Company or the Seller, disclosure is otherwise
      required by applicable Law or by the applicable rules of any stock exchange
      on
      which the Purchaser lists securities, provided that, to the extent required
      by
      applicable law, the party intending to make such release shall use its best
      efforts consistent with such applicable law to consult with the other party
      with
      respect to the text thereof. 

     

    6.8 Efforts
      to Resolve Outstanding Issues. 

     

    From
      and
      after the Closing Date, the Company, Evan and Seller shall use their best
      efforts to resolve the following issues:

     

    (a) the
      issuance of pending credits to the Company’s customers;

     

    (b) the
      note
      payable to EPB Holdings, LLC(“EPB”) in the original principal amount of
      $750,000, which is guaranteed by Evan;

     

    (c) rent
      at a
      favorable rate for the Company’s two facilities pursuant to the lease with EPB
      or its affiliate and the lease with AH Realty Associates, LLC;

     

    (d) the
      $4,300,000 of subordinated debt payable to the parties listed on Schedule 6.8(d)
      and any other related parties;

     

    (e) the
      outstanding accounts payable to Church and Dwight and the release of backlogged
      products from Church and Dwight for the Company’s customers; and

     

    
      
        
        

      

      
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    (f) Titan
      shall not be entitled to receive any additional capital stock of the Company
      unless and until it shall make equity investments in the Company beyond
      reasonable amounts which shall be agreed upon on or prior to the Option exercise
      date.

     

    6.9 Management
      Agreement; Chief Restructuring Officer. 

     

    On
      or
      prior to the Closing Date, the Company and the Purchaser shall enter into a
      management services agreement, substantially in the form of agreements attached
      hereto as Exhibit 6.9 (the “Management Agreement”). Further, on the Closing Date
      the Company shall appoint a designee of Titan to serve as Chief Restructuring
      Officer of the Company. The fees and expenses of such person shall be borne
      by
      the Company.

     

    6.10 Board
      of Directors; Advisor. 

     

    Upon
      the
      Closing, Bryan Chance shall be appointed as an advisor to the Board of Directors
      of the Company. Such advisor shall be entitled to: (i) notice of all meeting
      of
      the Board, (ii) participate (but not vote) at all meetings of the Board, and
      (iii) copies of all proposed written consents of the Board, at the time such
      consents are delivered to Board members for review. Each current member of
      the
      Board of Directors of the Company shall deliver an undated resignation to the
      escrow agent pursuant to the Escrow Agreement, such resignation to be
      effectuated upon the exercise of the Option (the “Resignations”). Immediately
      upon exercise of the Option, the Board consent and resignations shall be dated
      and effectuated. 

     

    6.11 Proxy.

     

    From
      and
      after the Closing Date until the expiration date of the Option, the Seller
      shall
      grant the Purchaser a proxy in the form attached hereto as Exhibit 6.11 to
      votes
      the Shares on all matters (the “Proxy”).

    


    6.12 Limited
      Guarantee by Purchaser.

     

    Titan
      shall provide a limited guarantee to GBC Funding, LLC (“GBC”) of up to
      $1,500,000, solely with respect to amounts advanced by GBC to the Company as
      an
      over-advance from and after the Closing Date. 

    


    6.13 Financial
      Statements.

     

    If
      required, the Seller and the Company shall cooperate with the Purchaser to
      provide all information required for the completion of any additional financial
      statements of the Company to be prepared and delivered no later than 60 days
      from the Closing Date.

    


    6.14 Non-Competition.
      To the
      extent that the Option is exercised, for a period of three years after the
      Closing Date, the Seller and Evan each agree not to engage in any of the
      following competitive activities: (a) engaging directly or indirectly in any
      business or activity substantially similar to any business or activity engaged
      in (or scheduled to be engaged) by the Company or the Purchaser; (b) engaging
      directly or indirectly in any business or activity competitive with any business
      or activity engaged in (or scheduled to be engaged) by the Company or the
      Purchaser; (c) soliciting or taking away any employee, agent, representative,
      contractor, supplier, vendor, customer, franchisee, lender or investor of the
      Company or the Purchaser, or attempting to so solicit or take away; (d)
      interfering with any contractual or other relationship between the Company
      or
      the Purchaser and any employee, agent, representative, contractor, supplier,
      vendor, customer, franchisee, lender or investor; or (e) using, for the benefit
      of any person or entity other than the Company, any confidential information
      of
      the Company or the Purchaser. In addition, neither the Seller nor Evan shall
      make or permit the making of any negative statement of any kind concerning
      the
      Company, the Purchaser or their affiliates, or their directors, officers or
      agents.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    6.15 Removal
      of Evan Guarantee.
      On or
      prior to the date of the Option exercise, Titan shall either have Evan removed
      as a personal guarantor of the Company debt to GBC as well as all other
      obligations guaranteed by Evan or shall provide Evan an indemnity agreement
      with
      respect to such guarantees which shall be reasonably satisfactory to
      Evan.

     

    ARTICLE
      VII

    CONDITIONS
      TO CLOSING

     

    7.1 Conditions
      Precedent to Obligations of Purchaser. 

     

    The
      obligation of the Purchaser to consummate the transactions contemplated by
      this
      Agreement is subject to the fulfillment, on or prior to the Closing Date, of
      each of the following conditions (any or all of which may be waived by the
      Purchaser in whole or in part to the extent permitted by applicable
      law):

     

    (a) all
      representations and warranties of the Company, Seller and Evan contained herein
      shall be true and correct as of the date hereof;

     

    (b) all
      representations and warranties of the Company, Seller and Evan contained herein
      qualified as to materiality shall be true and correct, and the representations
      and warranties of the Company, Seller and Evan contained herein not qualified
      as
      to materiality shall be true and correct in all material respects, at and as
      of
      the Closing Date with the same effect as though those representations and
      warranties had been made again at and as of that time;

     

    (c) the
      Company, Seller and Evan shall have performed and complied in all material
      respects with all obligations and covenants required by this Agreement to be
      performed or complied with by them on or prior to the Closing Date;

     

    (d) the
      Purchaser shall have been furnished with certificates (dated the Closing Date
      and in form and substance reasonably satisfactory to the Purchaser) executed
      by
      the Seller and the Company certifying as to the fulfillment of the conditions
      specified in Sections 7.1(a), 7.1(b) and 7.1(c) hereof;

     

    (e) certificates
      representing the Shares shall have been delivered to the escrow agent pursuant
      to the terms of the Escrow Agreement, free and clear of any and all
      Liens;

     

    (f) there
      shall not have been or occurred any Material Adverse Change;

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    (g) the
      Seller and the Company shall have obtained all consents and waivers referred
      to
      in Section 3.7 hereof, in a form reasonably satisfactory to the Purchaser,
      with
      respect to the transactions contemplated by this Agreement and the Seller
      Documents;

     

    (h) no
      Legal
      Proceedings shall have been instituted or threatened or claim or demand made
      against the Seller, Evan, the Company, or the Purchaser seeking to restrain
      or
      prohibit or to obtain substantial damages with respect to the consummation
      of
      the transactions contemplated hereby, and there shall not be in effect any
      order
      by a governmental body of competent jurisdiction restraining, enjoining or
      otherwise prohibiting the consummation of the transactions contemplated hereby;
      and

     

    (i) the
      Proxy, Resignations, Escrow Agreement and the Management Agreement shall have
      been executed.

     

    7.2 Conditions
      Precedent to Obligations of the Seller and Evan. 

     

    The
      obligations of the Seller and Evan to consummate the transactions contemplated
      by this Agreement are subject to the fulfillment, prior to or on the Closing
      Date, of each of the following conditions (any or all of which may be waived
      by
      the Seller in whole or in part to the extent permitted by applicable
      law):

     

    (a) all
      representations and warranties of the Purchaser contained herein shall be true
      and correct as of the date hereof;

     

    (b) all
      representations and warranties of the Purchaser contained herein qualified
      as to
      materiality shall be true and correct, and all representations and warranties
      of
      the Purchaser contained herein not qualified as to materiality shall be true
      and
      correct in all material respects, at and as of the Closing Date with the same
      effect as though those representations and warranties had been made again at
      and
      as of that date;

     

    (c) the
      Purchaser shall have performed and complied in all material respects with all
      obligations and covenants required by this Agreement to be performed or complied
      with by Purchaser on or prior to the Closing Date;

     

    (d) the
      Seller shall have been furnished with certificates (dated the Closing Date
      and
      in form and substance reasonably satisfactory to the Seller) executed by the
      Chief Executive Officer of the Purchaser certifying as to the fulfillment of
      the
      conditions specified in Sections 7.2(a), 7.2(b) and 7.2(c); and

     

    (e) no
      Legal
      Proceedings shall have been instituted or threatened or claim or demand made
      against the Seller, Evan, the Company, or the Purchaser seeking to restrain
      or
      prohibit or to obtain substantial damages with respect to the consummation
      of
      the transactions contemplated hereby, and there shall not be in effect any
      order
      by a governmental body of competent jurisdiction restraining, enjoining or
      otherwise prohibiting the consummation of the transactions contemplated
      hereby.

     

    
      
        
        

      

      
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    ARTICLE
      VIII

    DOCUMENTS
      TO BE DELIVERED

     

    8.1 Documents
      to be Delivered by the Seller and the Company. 

     

    At
      the
      Closing, the Seller and the Company shall deliver, or cause to be delivered,
      to
      the Purchaser the following:

     

    (a) the
      Resignations and stock certificates representing the Shares, duly endorsed
      in
      blank and accompanied by medallion guaranteed stock transfer powers, delivered
      to the escrow agent; 

     

    (b) the
      certificates referred to in Section 7.1(d) and 7.1(e) hereof;

     

    (c) copies
      of
      all consents and waivers referred to in Section 7.1(g) hereof;

     

    (d) the
      Management Agreement and the Escrow Agreement;

     

    (e) certificate
      of good standing with respect to the Company issued by the Secretary of State
      of
      the State of incorporation, and for each state in which the Company is qualified
      to do business as a foreign corporation; and

     

    (f) such
      other documents as the Purchaser shall reasonably request.

     

    8.2 Documents
      to be Delivered by the Purchaser. 

     

    At
      the
      Closing, the Purchaser shall deliver to the Seller the following:

     

    (a) the
      certificates referred to in Section 7.2(d) hereof; and 

     

    (b) such
      other documents as the Seller shall reasonably request.

    


    ARTICLE
      IX

    INDEMNIFICATION

     

    9.1 Indemnification.

     

    (a) Subject
      to Section 9.2 hereof, the Seller and Evan hereby agree to jointly and severally
      indemnify and hold the Purchaser, the Company, and their respective directors,
      officers, employees, Affiliates, agents, successors and assigns (collectively,
      the "Purchaser Indemnified Parties") harmless from and against:

     

    (i) any
      and
      all liabilities of the Company of every kind, nature and description, absolute
      or contingent, existing as against the Company prior to and including the
      Closing Date or thereafter coming into being or arising by reason of any state
      of facts existing, or any transaction entered into, on or prior to the Closing
      Date, except to the extent that the same have been fully provided for in the
      Balance Sheet or disclosed in the notes thereto or were incurred in the ordinary
      course of business between the Balance Sheet date and the Closing Date;


     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (ii) subject
      to Section 10.3, 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 Seller, Evan or the Company set forth in
      Section 3 hereof, or any representation or warranty contained in any certificate
      delivered by or on behalf of the Seller, Evan or the Company pursuant to this
      Agreement, to be true and correct in all respects as of the date made;


     

    (iii) 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 Seller or Evan under this Agreement; 

     

    (iv) any
      and
      all notices, actions, suits, proceedings, claims, demands, assessments,
      judgments, costs, penalties and expenses, including attorneys' and other
      professionals' fees and disbursements (collectively, "Expenses") incident to
      any
      and all losses, liabilities, obligations, damages, costs and expenses with
      respect to which indemnification is provided hereunder (collectively,
      "Losses").

     

    (b) Subject
      to Section 9.2, Purchaser hereby agrees to indemnify and hold the Seller and
      Evan and their respective Affiliates, agents, successors and assigns
      (collectively, the "Seller Indemnified Parties") harmless from and
      against:

     

    (i) any
      and
      all Losses based upon, attributable to or resulting from the failure of any
      representation or warranty of the Purchaser set forth in Section 5 hereof,
      or
      any representation or warranty contained in any certificate delivered by or
      on
      behalf of the Purchaser pursuant to this Agreement, to be true and correct
      as of
      the date made;

     

    (ii) any
      and
      all Losses based upon, attributable to or resulting from the breach of any
      covenant or other agreement on the part of the Purchaser under this Agreement
      or
      arising from the ownership or operation of the Company from and after the
      Closing Date; and

     

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

    


    9.2 Limitations
      on Indemnification for Breaches of Representations and
      Warranties.

     

    An
      indemnifying party shall not have any liability under Section 9.1(a)(ii) or
      Section 9.1(b)(i) hereof unless the aggregate amount of Losses and Expenses
      to
      the indemnified parties finally determined to arise thereunder based upon,
      attributable to or resulting from the failure of any representation or warranty
      to be true and correct, other than the representations and warranties set forth
      in Sections 4.3, 4.11, 4.24 and 4.29 hereof, exceeds $5,000 (the “Basket”) and,
      in such event, the indemnifying party shall be required to pay the entire amount
      of such Losses and Expenses in excess of $5,000 (the “Deductible”).
      Notwithstanding anything else contained herein, Evan shall not be required
      to
      pay any amounts in excess of $1,000,000 with respect to any claim for
      indemnification.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    9.3 Indemnification
      Procedures.

     

    (a) 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 Section 9.1 hereof (regardless of the Basket or the Deductible
      referred to above), 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.

     

    (b) 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.

     

    (c) 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.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    9.4 Tax
      Treatment of Indemnity Payments. 

     

    The
      Seller and the Purchaser agree to treat any indemnity payment made pursuant
      to
      this Article 9 as an adjustment to the purchase price for federal, state, local
      and foreign income tax purposes.

     

    ARTICLE
      X

    MISCELLANEOUS

     

    10.1 Payment
      of Sales, Use or Similar Taxes. 

     

    All
      sales, use, transfer, intangible, recordation, documentary stamp or similar
      Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
      the transactions contemplated by this Agreement shall be borne by the
      Seller.

     

    10.2 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
      (other than claims for indemnifications with respect to the representation
      and
      warranties contained in Sections 4.3, 4.11 and 4.24, which shall survive for
      periods coterminous with any applicable statutes of limitation) shall terminate
      unless within twenty-four (24) months after the Closing Date written notice
      of
      such claims is given to the Seller or such actions are commenced.

     

    10.3 Expenses. 

     

    Except
      as
      otherwise provided in this Agreement, the Seller, Evan, the Company and the
      Purchaser shall each bear its own expenses incurred in connection with the
      negotiation and execution of this Agreement and each other agreement, document
      and instrument contemplated by this Agreement and the consummation of the
      transactions contemplated hereby and thereby, it being understood that in no
      event shall the Company bear any of such costs and expenses.

     

    10.4 Specific
      Performance. 

     

    The
      Seller and the Company acknowledge and agree that the breach of this Agreement
      would cause irreparable damage to the Purchaser and that the Purchaser will
      not
      have an adequate remedy at law. Therefore, the obligations of the Seller and
      the
      Company under this Agreement, shall be enforceable by a decree of specific
      performance issued by any court of competent jurisdiction, and appropriate
      injunctive relief may be applied for and granted in connection therewith. Such
      remedies shall, however, be cumulative and not exclusive and shall be in
      addition to any other remedies which any party may have under this Agreement
      or
      otherwise.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    10.5 Further
      Assurances. 

     

    The
      Seller, Evan, the Company and the Purchaser each agrees to execute and deliver
      such other documents or agreements and to take such other action as may be
      reasonably necessary or desirable for the implementation of this Agreement
      and
      the consummation of the transactions contemplated hereby.

     

    10.6 Submission
      to Jurisdiction; Consent to Service of Process.

     

    (a) The
      parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
      of
      any federal or state court located within the state of Texas over any dispute
      arising out of or relating to this Agreement or any of the transactions
      contemplated hereby and each party hereby irrevocably agrees that all claims
      in
      respect of such dispute or any suit, action proceeding related thereto may
      be
      heard and determined in such courts. The parties hereby irrevocably waive,
      to
      the fullest extent permitted by applicable law, any objection which they may
      now
      or hereafter have to the laying of venue of any such dispute brought in such
      court or any defense of inconvenient forum for the maintenance of such dispute.
      Each of the parties hereto agrees that a judgment in any such dispute may be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law.

     

    (b) Each
      of
      the parties hereto hereby consents to process being served by any party to
      this
      Agreement in any suit, action or proceeding by the mailing of a copy thereof
      in
      accordance with the provisions of Section 10.10.

     

    10.7 Entire
      Agreement; Amendments and Waivers.
      

     

    This
      Agreement (including the schedules and exhibits hereto) represents the entire
      understanding and agreement between the parties hereto with respect to the
      subject matter hereof and can be amended, supplemented or changed, and any
      provision hereof can be waived, only by written instrument making specific
      reference to this Agreement signed by the party against whom enforcement of
      any
      such amendment, supplement, modification or waiver is sought. No action taken
      pursuant to this Agreement, including without limitation, any investigation
      by
      or on behalf of any party, shall be deemed to constitute a waiver by the party
      taking such action of compliance with any representation, warranty, covenant
      or
      agreement contained herein. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a further
      or
      continuing waiver of such breach or as a waiver of any other or subsequent
      breach. No failure on the part of any party to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of such right, power or remedy
      by such party preclude any other or further exercise thereof or the exercise
      of
      any other right, power or remedy. All remedies hereunder are cumulative and
      are
      not exclusive of any other remedies provided by law.

     

    10.8 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      state of Texas.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    10.9 Notices. 

     

    All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered personally or mailed by certified mail,
      return receipt requested, to the parties (and shall also be transmitted by
      facsimile to the Persons receiving copies
      thereof) at the following addresses (or to such other address as a party may
      have specified by notice given to the other party pursuant to this
      provision):

     

    


    
      	 	
              (a)

            	
              Purchaser:

            


    

    


    Titan
      Global Holdings, Inc

    1700
      Jay
      Ell Drive, Suite 200

    Richardson,
      TX 75081

    Attn:
      Bryan Chance, CEO

    Phone:
      (972) 470-9100

    Facsimile:
      (972) 767-3117

    


    Copy
      to:

    


    Thomas
      A.
      Rose, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway

    New
      York,
      New York 10006

    Phone:
      (212) 930-9700

    Facsimile:
      (212) 930-9725

    


    
      	 	
              (b)

            	
              Seller,
                Evan and Company:

            


    

    


    USA
      Detergents, Inc.

    1735
      Jersey Avenue

    North
      Brunswick, New Jersey 08902

    Attn:
      Uri
      Evan, CEO

    Phone:
      (732) 828-1800

    Facsimile:
      

    


    Copy
      to:

    Greenbaum,
      Rowe, Smith & Davis LLP

    99
      Wood
      Avenue South

    P.O.
      Box
      5600

    Woodbridge,
      New Jersey 07095

    Phone:
      (732) 476-2670

    Facsimile:
      (732) 476-2671 

    


     

    10.10 Severability. 

     

    If
      any
      provision of this Agreement is invalid or unenforceable, the balance of this
      Agreement shall remain in effect.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    10.11 Binding
      Effect; Assignment.

     

    This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. Nothing in this Agreement
      shall create or be deemed to create any third party beneficiary rights in any
      person or entity not a party to this Agreement except as provided below. No
      assignment of this Agreement or of any rights or obligations hereunder may
      be
      made by either the Seller, Evan, the Company or the Purchaser (by operation
      of
      law or otherwise) without the prior written consent of the other parties hereto
      and any attempted assignment
      without the required consents shall be void; provided, however, that the
      Purchaser may assign this Agreement and any or all rights or obligations
      hereunder (including, without limitation, the Purchaser's rights to purchase
      the
      Shares and the Purchaser's rights to seek indemnification hereunder) to any
      Affiliate of the Purchaser. Upon any such permitted assignment, the references
      in this Agreement to the Purchaser shall also apply to any such assignee unless
      the context otherwise requires.

     

    [intentionally
      blank]

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	 	
              TITAN
                GLOBAL HOLDINGS, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Bryan Chance
	 	
              
Bryan
              Chance,
	 	Chief
              Executive Officer


       

      
        	 	 	 
	 	
                USA
                  DETREGENTS, INC.

              
	 
 	 
 	 
 
	
              	By:  	/s/
                
	 	
                
Name:
	 	Title:


         

        
          	 	 	 
	 	
                  SELLER:

                   

                  USAD
                    METRO HOLDINGS, LLC

                
	 
 	 
 	 
 
	
                	By:  	/s/Uri
                  Evan
	 	
                  
Uri
                  Evan,
	 	Managing
                  Member


        

      

    

    
       

      
        	 	 	 
	
              	
              	/s/Uri
                Evan
	 	
                
Uri
                Evan


      

       

      
        
          
          

        

        
          35