Unassociated Document


    AGREEMENT
      AND
      PLAN OF MERGER,

    


    DATED
      AS
      OF OCTOBER
      26, 2007

     

    AMONG

    


    AVIATION
      UPGRADE TECHNOLOGIES, INC., a Nevada
      corporation,

    


    ONCOVISTA
      ACQUISITION CORP.,
      a Delaware
      corporation

    


    and

    


    ONCOVISTA,
      INC.,
      a Delaware
      corporation

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGREEMENT
      AND
      PLAN OF MERGER,
      dated
      as of October
      26, 2007 (the “Agreement”),
      among
AVIATION
      UPGRADE TECHNOLOGIES, INC.,
      a
Nevada
      corporation with executive offices located at 14785 Omicron Drive, Suite 104,
      San Antonio, Texas 78245 (“AVUG”),
      ONCOVISTA
      ACQUISITION
      CORP.,
      a
Delaware
      corporation
      and a wholly-owned subsidiary of AVUG
      with
      executive offices located at 14785 Omicron Drive, Suite 104, San Antonio, Texas
      78245 (“Acquisition”),
      and
ONCOVISTA,
      INC.,
      a
Delaware
      corporation
      with executive offices located at 14785 Omicron Drive, Suite 104, San Antonio,
      Texas 78245 (“OncoVista”).
      OncoVista,
      in its
      capacity as the surviving corporation, is hereinafter sometimes referred to
      as
      the “Surviving
      Corporation,”
and
      Acquisition
      and
      OncoVista
      are
      hereinafter sometimes referred to as the “Constituent
      Corporations”.

    


    INTRODUCTION

    


    Pursuant
      hereto,
      and subject to the terms hereof, the parties hereto intend that OncoVista
      shall
      merge (the “Merger”)
      with
Acquisition
      pursuant
      to Section 251
      of
      the
General
      Corporation Law of the State of Delaware (the
      “DGCL”).

     

    

      I. 
        NAME OF SURVIVING CORPORATION; CERTIFICATE OF

      INCORPORATION
        AND BY-LAWS;
        BOARD OF DIRECTORS; OFFICERS

       

      Section
        1.01 Name
        of
        Surviving Corporation.  The
        corporation
        which shall survive the Merger
        contemplated
        hereby is OncoVista.

       

    

    Section
      1.02 Certificate
      of Incorporation and By-laws. The
      certificate
      of incorporation and the by-laws of OncoVista
      as
      in
      effect at the Effective
      Time shall,
      from and after the Effective
      Time,
      be the
      certificate of incorporation and the by-laws of the Surviving
      Corporation until
      they are amended.

     

    Section
      1.03 Board
      of
      Directors and Officers.

    


    (a) The
      directors and officers of OncoVista
      at
      the
Effective
      Time shall
      be
      the directors and officers, respectively, of the Surviving
      Corporation,
      each to
      serve, in each case (subject to the Surviving
      Corporation’s by-laws),
      until
      their respective successors shall have been elected and
      qualified.

    


    (b) The
      sole
      director of AVUG
      immediately
      prior to the Effective
      Time shall
      appoint the directors of OncoVista
      at
      the
Effective
      Time as
      the
      directors of AVUG
      commencing
      at the
      close of business on the last day of the Gap Period, each to serve, in each
      case
      (subject to the
      by-laws
      of
      AVUG), until their respective successors shall have been elected and qualified.
      The sole director of AVUG
      immediately
      prior to the Effective
      Time shall
      appoint the officers of OncoVista
      at
      the
Effective
      Time as
      the
      officers of AVUG
      commencing
      at the Effective
      Time,
      each to
      serve, in each case (subject to the
      by-laws
      of
      AVUG), until their respective successors shall have been elected and
      qualified.  For
      purposes of this Agreement,
      the
      term “Gap
      Period”
shall
      mean the period commencing at the Effective
      Time and
      terminating on the tenth day following the transmission by AVUG
      to
      the
      holders of record of securities of AVUG
      the
      information referenced in Section 5.02(m) of this Agreement. 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    II. STATUS
      AND CONVERSION OF SECURITIES

     

    Section
      2.01 Stock
      of
      OncoVista. 

    


    (a) Each
      share of common
      stock of OncoVista (“OncoVista
      Common
      Stock”)
      outstanding at the Effective
      Time shall,
      subject to compliance with Section 2.01(d),
      be
      converted into and exchanged for one share of common
      stock of AVUG (giving effect to the Stock Split as hereinafter defined,
“AVUG
      Common
      Stock”).

    


    (b) Notwithstanding
      Section 2.01(a) of this Agreement,
      merger
      consideration shall not be issued in respect of any shares of OncoVista
      Common Stock,
      the
      holders of which shall object to the Merger
      in
      writing and demand payment of the value of their shares of OncoVista
      Common Stock pursuant
      to, and in accordance with, Section 262 of the DGCL
      and
      as a
      result payment therefor is made. Such holders shall have only the rights
      provided by such Section 262.

    


    (c) Subject
      to the provisions of Section 2.01(b) of this Agreement,
      after
      the Effective
      Time,
      each
      holder of an outstanding certificate or certificates (the “Old
      Certificates”)
      theretofore representing shares of OncoVista
      Common Stock,
      upon
      surrender thereof to Interwest Transfer Company, Inc.
      (the
“Exchange
      Agent”),
      shall
      be entitled to receive in exchange therefor a certificate or certificates (the
      “New
      Certificates”)
      for
      the number of shares of AVUG
      Common Stock represented
      by such Old
      Certificate or
      Old
      Certificates,
      which
AVUG
      agrees
      to
      make available to the Exchange
      Agent as
      soon
      as practicable after the Effective
      Time,
      representing the number of shares of AVUG
      Common Stock into
      and
      for which the shares of OncoVista
      Common Stock theretofore
      represented by such surrendered Old
      Certificates have
      been
      converted. No certificates or scrip for fractional shares of AVUG
      Common Stock will
      be
      issued, no AVUG
      stock
      split or dividend shall relate to any fractional share interest, and no such
      fractional share interest shall entitle the owner thereof to vote or to any
      rights of a stockholder of AVUG.
      In lieu
      of the issuance or recognition of fractional shares of AVUG
      Common Stock or
      interests or rights therein, the Exchange
      Agent shall
      round such fraction to the next higher whole number of shares of AVUG
      Common Stock.
      Until
      surrendered and exchanged, each Old
      Certificate shall
      after the Effective
      Time be
      deemed
      for all corporate purposes, other than the payment of dividends or liquidating
      or other distributions, if any, to holders of record of AVUG
      Common Stock,
      to
      represent only the right to receive the number of shares of AVUG
      Common Stock into
      and
      for which the shares of OncoVista
      Common Stock theretofore
      represented by such Old
      Certificate shall
      have been converted. No dividend or liquidating or other distribution, if any,
      payable to holders of record of shares of OncoVista
      Common Stock at
      or
      after the Effective
      Time on
      shares
      of AVUG
      Common Stock,
      or
      payable subsequent to the Effective
      Time to
      holders of record of shares of OncoVista
      Common Stock at
      a time
      prior to the Effective
      Time shall
      be
      paid to the holders of Old
      Certificates;
      provided, however, that upon surrender and exchange of such Old
      Certificates there
      shall be paid (subject to the last sentence of this Section 2.01(c))
      to the
      record holders of the New
      Certificates issued
      in
      exchange therefor (i)
      the
      amount, without interest thereon, of dividends and liquidating or other
      distributions, if any, which theretofore have become payable to holders of
      record of shares of OncoVista
      Common Stock on
      or
      after the Effective
      Time with
      respect to the number of whole shares of AVUG
      Common Stock represented
      by such New
      Certificates and
      (ii)
      the
      amount, without interest thereon, of dividends and liquidating or other
      distributions, if any, declared by OncoVista
      payable
      to holders of record of shares of OncoVista
      Common Stock at
      a time
      prior to the Effective
      Time,
      but
      payable subsequent to the Effective
      Time. 
      If
      outstanding Old
      Certificates are
      not
      surrendered and exchanged for shares of AVUG
      Common Stock pursuant
      hereto prior to two years after the Effective
      Time (or,
      in
      any particular case, prior to the date before the second anniversary of the
      Effective
      Time on
      which
      the shares of AVUG
      Common Stock pursuant
      hereto and the dividends and liquidating or other distributions, if any, would
      otherwise escheat to, or become the property of, any governmental unit or any
      agency thereof), then the following shall become the property of AVUG
      (and,
      to
      the extent not in its possession, shall be paid over to it), free and clear
      of
      all claims or interest of any other person previously entitled
      thereto:
      (i)
the
      number of whole shares of AVUG
      Common Stock into
      and
      for which the shares of OncoVista
      Common Stock theretofore
      represented by such Old
      Certificates shall
      have been converted, (ii)
      the
      amount of dividends and liquidating or other distributions, if any, which
      theretofore have become payable to holders of record on or after the
Effective
      Time with
      respect to such number of whole shares of AVUG
      Common Stock,
      (iii)
      the
      amount of dividends and liquidating or other distributions, if any, declared
      by
OncoVista
      payable
      to holders of record of shares of OncoVista
      Common Stock at
      a time
      prior to the Effective
      Time,
      but
      payable subsequent to the Effective
      Time,
      and
(iv)
      the
      amount of dividends and liquidating or other distributions, if any, which
      subsequently become payable with respect to such number of whole shares of
      AVUG
      Common Stock.

     

    
      
        
          
          

        

        
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    (d) If
      any
New
      Certificate is
      to be
      issued in a name other than that in which the Old
      Certificate surrendered
      for exchange is issued, the Old
      Certificate so
      surrendered shall be properly endorsed and otherwise in proper form for transfer
      and the person requesting such exchange shall pay to the Exchange
      Agent any
      transfer or other taxes required by reason of the issuance of the New
      Certificate in
      any
      name other than that of the registered holder of the Old
      Certificate surrendered,
      or establish to the satisfaction of the Exchange
      Agent that
      such
      tax has been paid or is not payable.

    


    (e) As
      of the
Effective
      Time,
      no
      transfer of the shares of OncoVista
      Common Stock outstanding
      prior to the Effective
      Time shall
      be
      made on the stock transfer books of the Surviving
      Corporation.
      If,
      after the Effective
      Time,
      Old
      Certificates are
      presented to AVUG
      or
      the
Surviving
      Corporation,
      they
      shall be exchanged pursuant to Section 2.01(c).


    
      
        
        

      

      
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    Section
      2.02 OncoVista
      Stock Options,
      OncoVista Warrants and OncoVista Notes.
       

    


    (a) At
      the
      Effective
      Time,
      AVUG
      shall
      assume each option (each a “OncoVista
      Stock Option”)
      outstanding at the Effective
      Time granted
      by OncoVista
      prior
      to
      the Effective
      Time by
      executing and delivering to such holder an assumption and
      AVUG
      shall
      be
      substituted for OncoVista
      with
      respect to each OncoVista
      Stock Option so
      assumed, and thereafter, until any event that affects the exercise price, each
      OncoVista
      Stock Option assumed
      by AVUG
      as
      aforesaid shall represent an option to purchase, instead of OncoVista
      Common Stock,
      the
      number of whole shares of AVUG
      Common Stock which
      equals the number of shares of OncoVista
      Common Stock subject
      to such option immediately prior to the Effective
      Time;
      and the
      price per share of AVUG
      Common Stock at
      which
      such option shall be exercisable shall (until any event that affects the
      exercise price) be an amount (to the next higher whole cent) equal to the option
      price per share of OncoVista
      Common Stock immediately
      prior to the Effective
      Time.
      Except
      as aforesaid, the period during which, and the terms upon which, each
OncoVista
      Stock Option may
      be
      exercised shall remain unchanged.

    


    (b) At
      the
      Effective Time, AVUG shall assume each warrant (each a “OncoVista
      Warrant”)
      outstanding at the Effective Time granted or sold by OncoVista prior to the
      Effective Time by executing and delivering to such holder an assumption
and
      AVUG
      shall be substituted for OncoVista with respect to each OncoVista Warrant so
      assumed, and thereafter, until any event that affects the exercise price, each
      OncoVista Warrant assumed by AVUG as aforesaid shall represent an option to
      purchase, instead of OncoVista Common Stock, the number of whole shares of
      AVUG
      Common Stock which equals the number of shares of OncoVista Common Stock subject
      to such option immediately prior to the Effective Time; and the price per share
      of AVUG Common Stock at which such option shall be exercisable shall (until
      any
      event that affects the exercise price) be an amount (to the next higher whole
      cent) equal to the option price per share of OncoVista Common Stock immediately
      prior to the Effective Time. Except as aforesaid, the period during which,
      and
      the terms upon which, each OncoVista Warrant may be exercised shall remain
      unchanged.

     

    
      (c)
        At
        the Effective Time, each note convertible into OncoVista Common Stock
        outstanding at the Effective Time granted or sold by OncoVista prior to the
        Effective Time (each an “OncoVista
        Note”)
        shall
        be convertible into, instead of OncoVista Common Stock, the number of whole
        shares of AVUG Common Stock which equals the number of shares of OncoVista
        Common Stock subject to such convertible note immediately prior to the Effective
        Time; and the price per share of AVUG Common Stock at which such convertible
        note shall be convertible shall (until any event that affects the conversion
        price) be an amount (to the next higher whole cent) equal to the conversion
        price per share of OncoVista Common Stock immediately prior to the Effective
        Time. Except as aforesaid, the period during which, and the terms upon which,
        each OncoVista Note may be exercised shall remain unchanged.

       

    

    Section
      2.03 Affiliates
      of
      OncoVista.
      Each
      of
      OncoVista
      and
      AVUG
      agrees
      that it will use its best efforts to avoid violating the securities laws of
      the
United
      States or
      of any
      state or other jurisdiction while pursuing
      the Merger
      and
      the
      other transactions contemplated hereby.
      

    


    Section
      2.04 Capital
      Stock
      of
      AVUG.  Except
      as
      contemplated by this Agreement,
      all
      issued shares of AVUG
      Common Stock,
      whether
      outstanding or held in the treasury of AVUG,
      shall
      continue unchanged as shares of capital stock of AVUG.
      All
      shares of AVUG Common Stock held beneficially or of record by OncoVista at
      the
      Effective Time shall be deemed to be immediately cancelled at the Effective
      Time
      and shall become authorized, but unissued shares of AVUG Common Stock.



    
      
        
        

      

      
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    Section
      2.05 Capital
      Stock
      of
      Acquisition. All
      issued
      shares of capital stock of Acquisition
      (“Acquisition
      Capital Stock”)
      outstanding at the Effective
      Time shall
      be
      converted into and exchanged for ten shares of common stock of the Surviving
      Corporation,
      except
      that shares of capital stock of Acquisition
      held
      in
Acquisition’s
      treasury shall be canceled.

     

    
      III.
        STOCKHOLDER APPROVALS; BOARD OF DIRECTORS’

      RECOMMENDATIONS;
        FILING; EFFECTIVE
        TIME

    

    


    Section
      3.01 Stockholder
      Approvals;
      Board of Directors’
      Recommendations.
      Meetings
      of
      the
      stockholders of Acquisition
      and
      of
OncoVista
      shall
      be
      held in accordance with the law of their respective jurisdiction of
      incorporation (or actions by written consent in lieu of a meeting of
      stockholders shall be executed in accordance with the law of their respective
      jurisdiction of incorporation) as promptly as possible, after at least 10 days’
prior written notice thereof to the stockholders of the respective corporations
      in the case of a meeting of stockholders, in each case, among other things,
      to
      consider and vote upon the adoption and approval of this
      Agreement,
      the
Merger,
      and the
      other transactions contemplated by this
      Agreement.
      AVUG,
      as the
      sole stockholder of Acquisition,
      shall,
      prior to the Effective
      Time,
      vote
      all shares of capital stock of Acquisition
      in
      favor
      of the adoption and approval of this
      Agreement,
      the
Merger,
      and the
      other transactions contemplated hereby.
      In
      the
      event that the stockholders of AVUG
      are
      required to approve the Merger,
      subject
      to Section 2.03
      hereof
      and its fiduciary duty to stockholders, the Board of Directors of AVUG
      shall
      recommend to its stockholders that this
      Agreement,
      the
Merger,
      and the
      other transactions contemplated hereby be
      adopted and approved.

    


    Section
      3.02 Filing;
      Effective Time.
      As
      soon
      as
      practicable after the adoption and approval of this
      Agreement,
      the
Merger,
      and the
      other transactions contemplated by the
      respective stockholders of each of AVUG,
      Acquisition,
      and
OncoVista
      (as
      applicable) (unless one or more of the conditions contained in Articles
VII
      and
      VIII
      hereof have not then been fulfilled or waived, then as soon as practicable
      after
      the fulfillment or waiver of all such conditions), an appropriate certificate
      of
      merger in the form required by the DGCL
      shall
      be
      executed and filed in the office of the Secretary of State of the State
      of
      Delaware,
      at
      which time the Merger
      shall
      become effective (the “Effective
      Time”).


    
      
        
        

      

      
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      IV. CERTAIN
        EFFECTS OF MERGER


    


    Section
      4.01 Effects
      Under
      the
      DGCL.
       When
      the
      Merger
      becomes
      effective, the separate existence of Acquisition
      shall
      cease, Acquisition
      shall
      be
      merged into OncoVista,
      and the
Surviving
      Corporation shall
      possess all the rights, privileges, powers, and franchises as well of a public
      as of a private nature, and shall be subject to all the restrictions,
      disabilities, and duties of each of the Constituent
      Corporations;
      and all
      and singular, the rights, privileges, powers, and franchises of each of the
      Constituent
      Corporations,
      and all
      property, real, personal, and mixed, and all debts due to either of the
Constituent
      Corporations on
      whatever account, as well for stock subscriptions as all other things in action
      or belonging to each of the Constituent
      Corporations shall
      be
      vested in the Surviving
      Corporation;
      and all
      property, rights, privileges, powers, and franchises, and all and every other
      interest shall be thereafter as effectually the property of the Surviving
      Corporation as
      they
      were of the several and respective Constituent
      Corporations;
      and the
      title to any real estate vested by deed or otherwise, under the laws of the
      State
      of
      Delaware or
      any
      other jurisdiction, in either of the Constituent
      Corporations,
      shall
      not revert or be in any way impaired by reason of the Merger;
      but all
      rights of creditors and all liens upon any property of either of the
Constituent
      Corporations shall
      be
      preserved unimpaired, and all debts, liabilities, and duties of the respective
      Constituent
      Corporations shall
      thenceforth attach to the Surviving
      Corporation,
      and may
      be enforced against it to the same extent as if such debts, liabilities, and
      duties had been incurred or contracted by it.

    


    Section
      4.02 Reorganization.
      The
      Merger
      is
      intended to qualify as a reorganization within the meaning of Section 368 of
      the
United
      States Internal
      Revenue Code of 1986,
      as
      amended (the “Code”),
      and
      this Agreement
      is
      intended to be a “plan of reorganization” within the meaning of the regulations
      promulgated under Section 368 of the Code.

     

     V.
      COVENANTS

    


    Section
      5.01 Covenants
      of
      OncoVista.
      OncoVista
      agrees
      that, unless AVUG
      otherwise
      agrees in writing:

    


    (a) Until
      the
      earlier of the Effective
      Time and
      the
      abandonment or termination of the Merger
      pursuant
      to Article VII
      or
      Article VIII
      or
      otherwise (the “Release
      Time”),
      no
      amendment will be made in the certificate of incorporation or by-laws of
OncoVista.

    


    (b) Until
      the
Release
      Time,
      no
      dividend or liquidating or other distribution or stock split shall be
      authorized, declared, paid, or effected by OncoVista
      in
      respect of the outstanding shares of OncoVista
      Common Stock.
      Until
      the Release
      Time,
      no
      direct or indirect redemption, purchase, or other acquisition shall be made
      by
OncoVista
      of
      shares
      of OncoVista
      Common Stock.

    


    (c) Until
      the
Release
      Time,
      OncoVista
      will
      afford the officers, directors, employees, counsel, agents, investment bankers,
      accountants, and other representatives of AVUG
      and
      lenders, investors, and prospective lenders and investors free and full access
      to the plants, properties, books, and records of OncoVista,
      will
      permit them to make extracts from and copies of such books and records, and
      will
      from time to time furnish AVUG
      with
      such
      additional financial and operating data and other information as to
the
      financial condition, results of operations, businesses, properties, assets,
      liabilities, or future prospects of OncoVista
      as
      AVUG
      from
      time
      to time may request. 


    
      
        
        

      

      
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    (d) Until
      the
Release
      Time,
      OncoVista
      will
      conduct its affairs so that at the Effective
      Time no
      representation or warranty of OncoVista
      will
      be
      inaccurate, no covenant or agreement of OncoVista
      will
      be
      breached, and no condition in this Agreement
      will
      remain unfulfilled by reason of the actions or omissions of OncoVista.
      Except
      as otherwise consented to by AVUG
      in
      writing, until the Release
      Time,
      OncoVista
      will
      use
      its best efforts to preserve the business operations of OncoVista
      intact,
      to keep available the services of its present personnel, to preserve in full
      force and effect the contracts, agreements, instruments, leases, licenses,
      arrangements, and understandings of OncoVista,
      and to
      preserve the good will of its suppliers, customers, and others having business
      relations with any of them. Until the Release
      Time,
      OncoVista
      will
      conduct its affairs in all respects only in the ordinary course, other than
      in
      connection with the matters referenced herein.

    


    (e) Until
      the
Release
      Time,
      OncoVista
      will
      immediately advise AVUG
      in
      a
      detailed written notice of any material fact or occurrence or any pending or
      threatened material occurrence of which it obtains knowledge and which (if
      existing and known at the date of the execution of this Agreement)
      would
      have been required to be set forth or disclosed in or pursuant to this
Agreement
      which
      (if
      existing and known at any time prior to or at the Effective
      Time)
      would
      make the performance by any party of a covenant contained in this Agreement
      impossible
      or make such performance materially more difficult than in the absence of such
      fact or occurrence, or which (if existing and known at the time of the
Effective
      Time)
      would
      cause a condition to any party’s obligations under this Agreement
      not
      to be
      fully satisfied.

    


    (f) OncoVista
      shall
      use
      its commercially reasonable efforts to insure that all confidential information
      which OncoVista
      or
      any of
      its respective officers, directors, employees, counsel, agents, investment
      bankers, or accountants may now possess or may hereafter create or obtain
      relating to the
      financial condition, results of operations, businesses, properties, assets,
      liabilities, or future prospects of OncoVista,
      any
      affiliate of OncoVista,
      or any
      customer or supplier of any of them or any such affiliate shall not be
      published, disclosed, or made accessible by any of them to any other person
      or
      entity at any time or used by any of them except in the ordinary course of
      business and for the benefit of OncoVista;
      provided, however, that the restrictions of this sentence shall not apply
(A)
      after
      the
Merger
      is
      abandoned or terminated pursuant to Article VII
      or
      Article VIII
      or
      otherwise, (B)
      as
      may
      otherwise be required by law, (C)
      as
      may be
      necessary or appropriate in connection with the enforcement of this
Agreement,
      or
(D)
      to
      the
      extent the information shall have otherwise become publicly available.


    


    (g) Before
      OncoVista
      releases
      any information concerning this Agreement,
      the
Merger,
      or any
      of the other transactions contemplated by this Agreement
      which
      is
      intended for, or may result in, public dissemination thereof, OncoVista
      shall
      cooperate with AVUG,
      shall
      furnish drafts of all documents or proposed oral statements to AVUG
      for
      comment, and shall not release any such information without the written consent
      of AVUG,
      which
      consent shall not be unreasonably withheld. Nothing contained herein shall
      prevent OncoVista
      from
      releasing any information if required to do so by law.

    


    (h) OncoVista
      shall
      not
      make any agreement or reach any understanding not approved in writing by
AVUG
      as
      a
      condition for obtaining any consent, authorization, approval, order, license,
      certificate, or permit required for the consummation of the transactions
      contemplated by this Agreement.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (i) OncoVista
      shall
      furnish, or cause to be furnished, for inclusion in the periodic reports of
      AVUG
      on
      Forms
      8-K, 10-Q, 10-K, or otherwise (such periodic reports, together with all
      financial statements, exhibits, amendments, and supplements thereto, in the
      form
      filed by AVUG
      with
      the
Securities
      and Exchange Commission (the
      “SEC”)
      being
      hereinafter called the “Periodic
      Reports”),
      to be
      filed pursuant to the Securities
      Exchange Act of 1934,
      as
      amended (the “Exchange
      Act”),
      in
      connection with the Merger,
      or for
      inclusion in AVUG’s
      filings under state “blue-sky,” securities, or take-over laws, such information
      about OncoVista
      or
      OncoVista’s
      security holders as may be required or as may be reasonably requested by
AVUG,
      and
      shall continue to furnish or cause to be furnished such information as is
      necessary to keep such information correct and complete in all material respect
      until the Release
      Time.
      OncoVista
      represents
      and warrants that the information that it has furnished to date, taken as a
      whole, does not now, and will not at any time prior to the Release
      Time,
      (i)
      contain
      an
      untrue
      statement of a material fact or (ii)
      omit
      to
state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not
      false
      or misleading.

     

    (j) OncoVista
      shall
      timely prepare and file any declaration or filing necessary to comply with
      any
      transfer tax statutes that require any such filing before the Effective
      Time.

     

    Section
      5.02 Covenants
      of
      AVUG
      and
      Acquisition.
      AVUG
      and
      Acquisition
      each
      agrees that, unless OncoVista
      otherwise
      agrees in writing:

     

    (a) (i)
      Until
      the
Release
      Time,
      no
      dividend or liquidating or other distribution or stock split shall be
      authorized, declared, paid, or effected by AVUG
      in
      respect of the outstanding shares of AVUG
      Common Stock,
      except
      for a forward split of 1.4739739-for-one effected on October 22, 2007 (the
      “Stock
      Split”).


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (ii)
      Until
      the
Release
      Time,
      except
      as contemplated by this Agreement,
      no
      share of capital stock of AVUG
      or
      warrant for any such share, right to subscribe to or purchase any such share,
      or
      security convertible into, or exchangeable or exercisable for, any such share,
      shall be issued or sold by AVUG.

    


    (b) Until
      the
Release
      Time,
      AVUG
      and
      Acquisition
      will
      afford the officers, directors, employees, counsel, agents, investment bankers,
      accountants, and other representatives of OncoVista
      free
      and
      full access to the plants, properties, books, and records of AVUG
      and
      Acquisition,
      will
      permit them to make extracts from and copies of such books and records, and
      will
      from time to time furnish OncoVista
      with
      such
      additional financial and operating data and other information as to
the
      financial condition, results of operations, businesses, properties, assets,
      liabilities, or future prospects of AVUG
      and
      Acquisition
      as
      OncoVista
      from
      time
      to time may request. 

    


    (c) Until
      the
Release
      Time,
      AVUG
      and
      Acquisition
      will
      conduct their respective affairs, so that at the Effective
      Time no
      representation or warranty of AVUG
      or
      Acquisition
      will
      be
      inaccurate, no covenant or agreement of AVUG
      or
      Acquisition
      will
      be
      breached, and no condition in this Agreement
      will
      remain unfulfilled by reason of the actions or omissions of AVUG.
      Until
      the Release
      Time,
      Acquisition
      will
      conduct no affairs except in connection with this Agreement,
      the
Merger,
      or any
      of the other transactions contemplated by this Agreement.
      Except
      as otherwise consented to by OncoVista
      in
      writing and except as otherwise contemplated by this Agreement,
      until
      the Release
      Time and
      until
      the expiration of the Gap
      Period,
      AVUG
      will
      conduct its affairs in all respects only in the ordinary course.


    


    (d) Until
      the
Release
      Time,
      AVUG
      will
      immediately advise OncoVista
      in
      a
      detailed written notice of any material fact or occurrence or any pending or
      threatened material occurrence of which it obtains knowledge and which (if
      existing and known at the date of the execution of this Agreement)
      would
      have been required to be set forth or disclosed in or pursuant to this
Agreement
      or
      in
any
      schedule hereto, which (if existing and known at any time prior to or at the
      Effective
      Time)
      would
      make the performance by any party of a covenant contained in this Agreement
      impossible
      or make such performance materially more difficult than in the absence of such
      fact or occurrence, or which (if existing and known at the time of the
Effective
      Time)
      would
      cause a condition to any party’s obligations under this Agreement
      not
      to be
      fully satisfied.

    


    (e) Each
      of
AVUG
      and
      Acquisition
      shall
      use
      its commercially reasonable efforts to insure that all confidential information
      which AVUG,
      Acquisition,
      or any
      of their respective officers, directors, employees, counsel, agents, investment
      bankers, or accountants may now possess or may hereafter create or obtain
      relating to the
      financial condition, results of operations, businesses, properties, assets,
      liabilities, or future prospects of OncoVista,
      any
      affiliate of OncoVista,
      or any
      customer or supplier of or any such affiliate shall not be published, disclosed,
      or made accessible by any of them to any other person or entity without the
      prior written consent of OncoVista,
      which
      written consent shall not be unreasonably withheld; provided, however, that
      the
      restrictions of this sentence shall not apply (i)
      as
      may
      otherwise be required by law, (ii)
      as
      may be
      necessary or appropriate in connection with the enforcement of this
Agreement,
      or
(iii)
      to
      the
      extent the information shall have otherwise become publicly available.
AVUG
      and
      Acquisition
      shall,
      and shall cause all other such persons and entities to, deliver to OncoVista
      all
      tangible evidence of the confidential information relating to OncoVista,
      any
      affiliate of OncoVista,
      or
      (insofar as such confidential information was provided by, or on behalf of,
      OncoVista,
      or any
      such affiliate of OncoVista)
      any
      customer or supplier of any of them or any such affiliate to which the
      restrictions of the foregoing sentence apply immediately after the abandonment
      or termination of the Merger
      pursuant
      to Article VII
      or
      Article VIII
      or
      otherwise.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (f) Before
      AVUG
      or
      Acquisition
      releases
      any information concerning this Agreement,
      the
Merger,
      or any
      of the other transactions contemplated by this Agreement
      which
      is
      intended for or may result in public dissemination thereof, AVUG
      and
      Acquisition
      shall
      cooperate with OncoVista,
      shall
      furnish drafts of all documents or proposed oral statements to OncoVista
      for
      comment, and shall not release any such information without the written consent
      of OncoVista.
      Nothing
      contained herein shall prevent AVUG
      or
      Acquisition
      from
      releasing any information if required to do so by law.

    


    (g) Neither
      AVUG
      nor
      Acquisition
      shall
      make any agreement or reach any understanding not approved in writing by
OncoVista
      as
      a
      condition for obtaining any consent, authorization, approval, order, license,
      certificate, or permit required for the consummation of the transactions
      contemplated by this Agreement.

    


    (h) AVUG
      and
      Acquisition
      shall
      promptly prepare all required or, in the reasonable opinion of the parties
      hereto, appropriate Periodic
      Reports relating
      to this
      Agreement,
      the
Merger,
      and the
      other transactions contemplated hereby and
      in
      connection herewith. AVUG
      and
      Acquisition
      each
      shall furnish or cause to be furnished, for inclusion in the Periodic
      Reports,
      such
      information about AVUG,
      Acquisition,
      and
AVUG’s
      security holders as may be required or as may be reasonably requested by
OncoVista,
      and
      shall continue to furnish or cause to be furnished such information as is
      necessary to keep such information correct and complete in all material respects
      until the Release
      Time.
      AVUG
      and
      Acquisition
      each
      represents and warrants that the information that it has furnished to date,
      taken as a whole, does not now, and will not at any time prior to the
Release
      Time,
      (i)
      contain
      an
      untrue
      statement of a material fact or (ii)
      omit
      to
state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not
      false
      or misleading.
      AVUG
      and
      Acquisition
      each
      shall also take any action required to be taken by it under state “blue-sky,”
securities, or take-over laws in connection with the issuance of AVUG
      Common Stock pursuant
      to the Merger.
      The
      filings made by AVUG
      since
      January 1, 2004 with the SEC
      were,
      if
      filed under the Exchange
      Act,
      prepared in accordance with the then existing requirements of the Exchange
      Act and
      the
      rules and regulations thereunder and, if filed under the Securities
      Act,
      prepared in accordance with the then existing requirements of the Securities
      Act and
      the
      rules and regulations thereunder. Such filings when filed, and the press
      releases and other public statements AVUG
      has
      made
      subsequent to the last such filing when considered together with such filings,
      did not at the time of filing or issuance of the press releases or other public
      statements, as the case may be, and (with respect to the press releases and
      other public statements, when considered together with such filings) do not
      now
(i)
      contain
      an
      untrue
      statement of a material fact or (ii)
      omit
      to
state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not
      false
      or misleading.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (i) If,
      prior
      to the Release
      Time,
      AVUG
      Common Stock shall
      be
      recapitalized or reclassified or AVUG
      shall
      effect any stock dividend, stock split, or reverse stock split of AVUG
      Common Stock
      (other
      than the Stock Split), then the shares of AVUG
      Common Stock to
      be
      delivered under this Agreement
      or
      upon
      exercise, conversion, or exchange of any security to be delivered under this
      Agreement
      or
      assumed by AVUG
      as
      contemplated by this Agreement
      shall
      be
      appropriately and equitably adjusted to the kind and amount of shares of stock
      and other securities and property to which the holders of such shares of
AVUG
      Common Stock or
      such
      other security would have been entitled to receive had such stock or such other
      security been issued and outstanding as of the record date for determining
      stockholders entitled to participate in such corporate event.

    


    (j) AVUG
      shall
      timely prepare and file any declaration or filing necessary to comply with
      any
      transfer tax statutes that require any such filing before the Effective
      Time.

    


    (k) (i)
       Following
      the Merger,
      AVUG
      will
      cause Surviving
      Corporation to
      continue OncoVista’s
      historic business or to use a significant portion of OncoVista’s
      historic business assets in a business, in each case within the meaning of
      section 1.368-1(d)
      of
      the
Treasury
      Regulations,
      assuming that the assets of, and the business conducted by, OncoVista
      at
      the
Effective
      Time constitute
      OncoVista’s
      historic business assets and historic business, respectively.

     

    (ii)
       Following
      the Merger,
      AVUG
      will
      not
      permit Surviving
      Corporation to
      issue
      additional shares that would result in AVUG
      losing
      control of Surviving
      Corporation within
      the meaning of section 368(c) of the Code.

     

    (l) At
      or
      prior to the Effective
      Time,
      AVUG
      shall
      apply with the relevant
      Department of the State
      of
Nevada
      for a “dba” to do business under the assumed name of “OncoVista
      Innovative
      Therapies, Inc.” As soon as is reasonably practicable thereafter, AVUG
      shall
      file a proxy or information statement with the SEC
      for
      delivery to stockholders to consider and act upon resolutions adopted by the
      Board of Directors of AVUG
      to
      change
      the domicile of AVUG
      to
      the
State
      of
      Delaware and
      its
      name to “OncoVista
      Innovative Therapies,
      Inc.”
or
      such
      other state and such other name as shall be selected by resolutions of the
      newly
      designated and elected Board of Directors of AVUG.

     

    

      (m)
        14f-1
        Information.
        As soon
        as practicable following the Effective
        Time,
        AVUG
        shall
        file with the SEC
        and
        transmit to its holders of record the information required by Rule 14f-1
        under
        the Exchange
        Act,
        which
        filing and information shall be satisfactory in form and substance
        to
        counsel
        of
        OncoVista.

      


      (n)
        Commencing at the Effective
        Time,
        AVUG
        and
        Acquisition agree
        to
        indemnify and hold harmless OncoVista
        and OncoVista’s
        officers, directors, employees, agents, and counsel, in each case past, present,
        or as they may exist at any time after the date of this Agreement,
        and
        each person, if any, who controls, controlled, or will control OncoVista
        (collectively
        the “OncoVista
        Indemnitees”)
        within
        the meaning of Section 15
        of
        the
Securities
        Act or
        Section 20(a) of the Exchange
        Act,
        and, if
        the Merger
        is
        abandoned or terminated pursuant to Article VII
        or
        Article VIII
        or
        otherwise except solely as a result of a breach of this Agreement
        by
        OncoVista,
        against any and all losses, liabilities, claims, damages, and expenses
        whatsoever (which shall include, for all purposes of this Section 5.02(n)
        of
        this Agreement,
        but not
        be limited to reasonable counsel fees and any and all reasonable expenses
        whatsoever incurred in investigating, preparing, or defending against any
        litigation, commenced or threatened, or any claim whatsoever, and any and
        all
        amounts paid in settlement of any claim or litigation, in each case whether
        or
        not involving a third party) as and when incurred, arising out of, based
        upon,
        or in connection with (i)
        any
        untrue statement or alleged untrue statement of a material fact contained
        in
(A)
        Periodic
        Reports or
        any
        amendment or supplement thereto or (B)
        any
        application or other document or communication filed with any governmental
        authority in connection with the Merger
        or
        filed
        with any securities exchange; or any omission or alleged omission
        to state
        a
        material fact required to be stated therein or necessary to make the statements
        therein not
        misleading,
        provided in each case that such untrue statement, alleged untrue statement,
        omission, or alleged omission relates to information furnished by, or on
        behalf
        of, or pertaining to, AVUG
        or
        Acquisition or
        AVUG
        or Acquistion security
        holder, or (ii)
        any
        breach of any representation, warranty, covenant, or agreement of AVUG
        or
        Acquistion contained
        in this Agreement.
        The
        foregoing agreement to indemnify shall be in addition to any liability
AVUG
        or
        Acquisition may
        otherwise have, including liabilities arising under this Agreement.

       

    

    REPRESENTATIONS
      AND WARRANTIES

    


    Section
      6.01 Certain
      Representations
      and
      Warranties
      of
      OncoVista.
      OncoVista
      represents
      and warrants to AVUG
      and
      Acquisition
      as
      follows: 

     

    (a) (i) The
      information contained in OncoVista’s private placement memorandum dated July 25,
      2007, as amended by Supplement No. 1 thereto, dated July 30, 2007 (the
“PPM”) is accurate, complete, and correct in all material respects and
      does not contain or omit any information that would make the information
      contained therein misleading in any material respects. Since July 25,
      2007:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (A)
      There
      has at no time been a material adverse change in the financial condition,
      results of operations, businesses, properties, assets, liabilities, or future
      prospects of OncoVista;

     

    (B) OncoVista
      has not authorized, declared, paid, or effected any dividend or liquidating
      or
      other distribution in respect of its capital stock or any direct or indirect
      redemption, purchase, or other acquisition of any stock of OncoVista;
      and

     

    (C) Except
      as
      set forth in the PPM, the operations and businesses of OncoVista have been
      conducted in all respects only in the ordinary course, except:

     

    (1) OncoVista
      sold an aggregate of 970,712 units in the offering described in the PPM;
      and

     

    (2) Without
      giving effect to the Stock Split, OncoVista acquired an aggregate of 10,963,851
      shares of AVUG Common Stock, representing approximately 95.7% of the issued
      and
      outstanding AVUG Common Stock; 

     

    (3) 
      OncoVista discontinued its preclinical development of targeted
      nanoparticles (OVI-111).

     

    (ii) After
      the
      Effective Time, OncoVista will maintain disclosure controls and procedures
      required by Rule 13a-15 or 15d-15 under the Exchange Act and OncoVista believes
      that such controls and procedures will be effective to ensure that:


    


    (A) all
      material information concerning OncoVista will be made known on a timely basis
      to the individuals to be responsible for the preparation of AVUG’s filings with
      the SEC and other public disclosure documents following the Effective
      Time;

    


    (B) transactions
      will be executed in accordance with management’s general or specific
      authorizations;

     

    (C) transactions
      will be recorded as necessary to permit preparation of financial statements
      in
      accordance with generally accepted accounting principles and to maintain asset
      accountability;

    


    (D) access
      to
      assets will be permitted only in accordance with management’s general or
      specific authorization; and

    


    (E)
       the
      recorded accountability for assets will be compared with the existing assets
      at
      reasonable intervals and appropriate action will be taken with respect to any
      differences.

    


    (iii) OncoVista
      has made available to AVUG copies of, all written descriptions of, and all
      policies, manuals and other documents promulgating, such disclosure controls
      and
      procedures.  The books, records and accounts of OncoVista accurately and
      fairly reflect, in reasonable detail, the transactions in, and dispositions
      of,
      the assets of, and the results of operations of, OncoVista all to the extent
      required by generally accepted accounting principles.  

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (c) Other
      than as disclosed on Schedule
      6.01(c),
      OncoVista has no subsidiaries or affiliated corporation or owns any interest
      in
      any other enterprise (whether or not such enterprise is a corporation) (such
      entities disclosed in Schedule
      6.01(c),
      the
“OncoVista
      Subsidiaries”).
      OncoVista and each OncoVista Subsidiary has
      been
      duly organized and is validly existing as a corporation in good standing under
      the laws of its respective jurisdiction of incorporation or formation, with
      full
      power and authority (corporate and other) to own, lease and operate its
respective
      properties
      and conduct its respective
      business;
      except
      as otherwise disclosed on Schedule
      6.01(c),
      OncoVista
      and each
      OncoVista Subsidiary is
      duly
      qualified to do business as a foreign corporation and is in good standing in
      each jurisdiction in which the ownership or leasing of its respective
      properties
      or the conduct of its respective
      business
      requires such qualification, except where the failure to be so qualified or
      be
      in good standing would not have a material adverse effect on the business,
      prospects, condition
      (financial or otherwise), and results of operations
      of
      OncoVista and the OncoVista Subsidiaries taken as a whole;
      no
      proceeding has been instituted in any such jurisdiction, revoking, limiting
      or
      curtailing, or seeking to revoke, limit or curtail, such power and authority
      or
      qualification; OncoVista and each OncoVista Subsidiary is in possession
      of,
      and
      operating in compliance with,
      all
      authorizations, licenses, certificates, consents, orders and permits from state,
      federal,
      foreign
      and
      other regulatory authorities that are material to the conduct of its
respective
      business,
      all of which are valid and in full force and effect; neither OncoVista nor
      any
      OncoVista Subsidiary is in violation of its respective
      charter
      or bylaws or in default in the performance or observance of any obligation,
      agreement, covenant or condition contained in any material bond, debenture,
      note
      or other evidence of indebtedness, or in any material lease, contract,
      indenture, mortgage, deed of trust, loan agreement, joint venture or other
      agreement or instrument to which it is a party or by which it or its
respective
      properties
      or assets may be bound,
      which
      violation or default would have a material adverse effect on the business,
      prospects, financial condition or results of operations of OncoVista and the
      OncoVista Subsidiaries taken as a whole;
      and
      neither OncoVista nor any OncoVista Subsidiaries
      is
      in
      violation of any law, order, rule, regulation, writ, injunction, judgment or
      decree of any court, government or governmental agency or body, domestic or
      foreign, having jurisdiction thereover or over its respective
      properties
      or assets,
      which
      violation would have a material adverse effect on the business, prospects,
      financial condition or results of operations of OncoVista and the OncoVista
      Subsidiaries taken as a whole.
      

     

    (d) OncoVista
      has all requisite power and authority to execute, deliver, and perform this
      Agreement. Except as set forth in this Agreement, all necessary
      proceedings of OncoVista have been duly taken to authorize the execution,
      delivery, and performance of this Agreement thereby. This Agreement has been
      duly authorized, executed, and delivered by OncoVista, constitutes the legal,
      valid, and binding obligation of OncoVista, and is enforceable as to OncoVista
      in accordance with its respective terms. Except as otherwise set forth in this
      Agreement, no consent, authorization, approval, order, license, certificate,
      or
      permit of or from, or declaration or filing with, any federal, state, local,
      or
      other governmental authority or any court or other tribunal is required by
      OncoVista or any OncoVista Subsidiary for the execution, delivery, or
      performance of this Agreement thereby. No
      consent, approval, authorization or order of,
      or
      qualification with,
      any
      court, government or governmental agency or body, domestic or foreign, having
      jurisdiction over OncoVista,
      any
      OncoVista Subsidiary,
      or over
      its respective
      properties
      or assets is required for the execution and delivery of this Agreement and
      the
      consummation by OncoVista
      of
      the
      transactions herein and
      therein contemplated,
      except such as may be required under the Securities
      Act
      or
      under state or other securities or blue
      sky
      laws,
      all of which requirements have been,
      or in
      accordance therewith will be,
      satisfied in all material respects.
      No
      consent of any party to any material contract, agreement, instrument, lease,
      license, arrangement, or understanding to which OncoVista or any OncoVista
      Subsidiary is a party, or to which it or any of its respective businesses,
      properties, or assets are subject, is required for the execution, delivery,
      or
      performance of this Agreement; and the execution, delivery, and performance
      of
      this Agreement will not violate, result in a breach of, conflict with, or (with
      or without the giving of notice or the passage of time or both) entitle any
      party to terminate or call a default under, entitle any party to receive rights
      or privileges that such party was not entitled to receive immediately before
      this Agreement was executed under, or create any obligation on the part of
      OncoVista, the Surviving Corporation, or any OncoVista Subsidiary to which
      it
      was not subject immediately before this Agreement was executed under, any term
      of any such material contract, agreement, instrument, lease, license,
      arrangement, or understanding, or violate or result in a breach of any term
      of
      the certificate of incorporation or by-laws or analogous governing document
      of
      OncoVista or any OncoVista Subsidiary or (if the provisions of this Agreement
      are satisfied) violate, result in a breach of, or conflict with any law, rule,
      regulation, order, judgment, decree, injunction, or writ of
      any
      court, government or governmental agency or body, domestic or foreign, having
      jurisdiction over OncoVista or any OncoVista Subsidiary or over its respective
      properties
      or assets.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (e) There
      is
      not any pending or, to OncoVista’s
      knowledge,
      threatened, action, suit, claim or proceeding against OncoVista or
      any
      OncoVista Subsidiary,
      or any
      of the officers of
      either
      of the foregoing, or
      any of
      the respective properties, assets or rights
      of
      OncoVista or any OncoVista Subsidiary,
      before
      any court, government or governmental agency or body, domestic or foreign,
      having jurisdiction over OncoVista or any OncoVista Subsidiary or over the
      officers or the
      properties
      of
      either
      of the foregoing, or
      otherwise that (i) is reasonably likely to result in any material adverse change
      in the respective
      business, prospects, financial condition
      or results of operations of OncoVista
      and the OncoVista Subsidiaries taken as a whole or
      might
      materially and adversely affect their properties, assets or rights taken
      as
      a whole, (ii)
      might prevent consummation of the transactions contemplated by this Agreement,
      or
      (iii)
      alleging
      violation of any Federal or state securities laws.

     

    (f) The
      authorized capital stock of OncoVista consists of 30,000,000 shares of Common
      Stock, of which 16,888,427 shares of Common Stock are outstanding. Each of
      such
      outstanding shares of Common Stock is duly and validly authorized, validly
      issued, fully paid, and nonassessable, has not been issued and is not owned
      or
      held in violation of any preemptive or similar right of stockholders. Each
      share
      of capital stock of each OncoVista Subsidiary is duly and validly authorized,
      validly issued, fully paid, and nonassessable, has not been issued and is not
      owned or held in violation of any preemptive or similar right of stockholders.
      Except as set forth in the PPM, (i) there is no commitment, plan, or arrangement
      to issue, and no outstanding option, warrant, or other right calling for the
      issuance of, any share of capital stock of, or any security or other instrument
      convertible into, exercisable for, or exchangeable for capital stock of,
      OncoVista, and (ii) except as described in the PPM or Schedule
      6.01(f),
      there
      is outstanding no security or other instrument convertible into or exchangeable
      for capital stock of OncoVista. The
      description of OncoVista's stock option, stock bonus and other stock plans
      or
      arrangements, and the options or other rights granted and exercised thereunder,
      set forth in the PPM accurately and fairly presents the information required
      to
      be shown with respect to such plans, arrangements, options and rights under
      the
      Securities Act,
      the
      Exchange Act,
      and the
rules
      and
regulations
      promulgated thereunder.
       

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (g) Berman
      & Company P.A. examined
      the financial statements of OncoVista, together with the related schedules
      and
      notes, for
      the
      year ended December 31, 2006 (the “Auditor”),
      included
      in the PPM, is an
      independent
      accountant within the meaning of the Securities Act,
      the
      Exchange Act,
      and the
rules
      and
regulations
      promulgated thereunder;
      and
the
      audited consolidated
      financial
      statements of OncoVista, together with the related schedules and notes, and
      the
      unaudited consolidated
      financial
      information, included in the PPM, fairly present and
      will
      fairly present the
      consolidated
      financial
      position and the results of operations of OncoVista at the respective dates
      and
      for the respective periods to which they apply; and all consolidated
      audited
      financial statements of OncoVista, together with the related schedules and
      notes
will
      comply as to form in all material respects with applicable accounting
      requirements and with the rules and regulations of the SEC with respect thereto
      at the date of preparation thereof, have
      been
and
      will
      be prepared
      in accordance with generally accepted accounting principles consistently applied
      throughout the periods involved except as may be otherwise stated
      therein
      (except
      as may be indicated in the notes thereto or as permitted by the rules and
      regulations of the SEC) and fairly present and will fairly present, subject
      in
      the case of the unaudited consolidated financial statements, to customary year
      end audit adjustments, the consolidated financial position of OncoVista as
      at
      the dates thereof and the results of its operations and cash flows. The
      procedures pursuant to which the aforementioned financial statements have been
      audited are compliant with generally accepted auditing standards. Since June
      30,
      2007 (the “Last
      OncoVista Financial Statement Date”):

    


    (i) There
      has
      at no time been a material adverse change in the financial condition, results
      of
      operations, businesses, properties, assets, liabilities, or future prospects
      of
      the OncoVista and the OncoVista Subsidiaries taken as a whole;

    


    (ii) OncoVista
      has not authorized, declared, paid, or effected any dividend or liquidating
      or
      other distribution in respect of its capital stock or any direct or indirect
      redemption, purchase, or other acquisition of any stock of
      OncoVista.

     

    (iii) Except
      as
      set forth in Section 6.01(a)(i)(C), the operations and businesses of OncoVista
      have been conducted in all respects only in the ordinary course.

     

    (h) Subsequent
      to the respective dates as of which information is given in the PPM, there
      has
      not been (i) any material adverse change in the business,
      prospects, financial condition
      or results of operations of OncoVista and the OncoVista Subsidiaries taken
      as a
      whole, (ii) except
      as
      set forth in Section 6.01(a)(i)(C), any
      transaction
      committed to or consummated
      that is
      material to OncoVista and the OncoVista Subsidiaries taken as a whole, (iii)
      any
      obligation, direct or contingent, that is material to OncoVista and the
      OncoVista Subsidiaries taken as a whole incurred by OncoVista or any OncoVista
      Subsidiary, except such
      obligations
      as
      have
      been incurred
      in the ordinary course of business, (iv) any change in the capital stock or
      outstanding indebtedness of the OncoVista or any OncoVista Subsidiaries that
      is
      material to OncoVista and the OncoVista Subsidiaries taken as a whole, (v)
      any
      dividend or distribution of any kind declared, paid,
      or made
      on the capital stock of OncoVista or any OncoVista Subsidiaries, or (vi) any
      loss or damage (whether or not insured) to the property of OncoVista or any
      OncoVista Subsidiary which has a material adverse effect on the business,
      prospects, condition
      (financial or otherwise), or results of operations of
      OncoVista and the OncoVista Subsidiaries taken as a whole.

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    (i) Neither
      OncoVista, nor any OncoVista Subsidiary, owns any legal or equitable interest
      in
      any real property. OncoVista and each OncoVista Subsidiary has good title to
      all
      other properties and assets material thereto, used in its business or owned
      by
      it (except real and other properties and assets as are held pursuant to leases
      or licenses described in the PPM), free and clear of all liens, mortgages,
      security interests, pledges, charges, and encumbrances.

    


    (i)
       All
      accounts and notes receivable reflected in the OncoVista balance sheet as of
      June 30, 2007 (“Last
      OncoVista Balance Sheet”),
      or
      arising since the Last OncoVista Financial Statement Date, have been collected,
      or are and will be good and collectible, in each case at the aggregate recorded
      amounts thereof without right of recourse, defense, deduction, return of goods,
      counterclaim, offset, or set off on the part of the obligor, and, if not
      collected, can reasonably be anticipated to be paid within 30 days of the date
      incurred. 

    


    (ii)
       All
      inventory of raw materials and work in process of OncoVista is usable, and
      all
      inventory of finished goods is good and marketable, on a normal basis in the
      existing product lines of OncoVista. In no event do such inventories represent
      more than a one-month supply measured by the volume of sales or use for the
      year
      ended December 31, 2006. All inventory is merchantable and fit for the
      particular purpose for which it is intended. 

    


    (iii)
       All
      properties and assets owned by OncoVista are reflected on the Last OncoVista
      Balance Sheet (except for acquisitions subsequent to the Last OncoVista Balance
      Sheet and prior to the Effective Time). All real and other tangible properties
      and assets owned by OncoVista or leased or licensed by OncoVista from or to
      a
      third party are in good and usable condition (reasonable wear and tear which
      is
      not such as to affect adversely the operation of the business of OncoVista
      excepted).

    


    (iv)
       To
      the
      best of OncoVista’s knowledge, no real property leased or licensed by OncoVista
      from or to a third party lies in an area which is, or will be, subject to
      zoning, use, or building code restrictions which would prohibit, and, to the
      best of OncoVista’s knowledge, no state of facts relating to the actions or
      inaction of another person or entity or his or its ownership, leasing, or
      licensing of any real or personal property exists or will exist which would
      prevent, the continued effective ownership, leasing, or licensing of such real
      property in the businesses in which OncoVista is now engaged or the businesses
      in which it contemplates engaging.

    


    (v)
       The
      properties and assets owned by OncoVista (other than those leased or licensed
      by
      OncoVista to a third party) or leased or licensed by OncoVista from a third
      party constitute all such properties and assets which are necessary to the
      business of OncoVista as presently conducted or as it contemplates
      conducting.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    (j) Except
      as
      disclosed in Schedule
      6.01(k),
      OncoVista
      does
      not
      have any
      insurance;
      OncoVista
      has at
      no
      time been
      refused any insurance coverage sought or applied for.

    


    (k) (i) No
      labor
      disturbance by the employees of OncoVista or any OncoVista Subsidairies exists
      or, to the best of OncoVista’s
      knowledge,
      is imminent. OncoVista is not aware of any existing or imminent labor
      disturbance by the employees of any principal suppliers or customers
of
      OncoVista that
      might be expected to result in any material adverse change in the business,
      prospects, financial condition,
      or results of operations of OncoVista and the OncoVista Subsidiaries taken
      as a
      whole. No collective bargaining agreement exists with any of the employees
      of
      OncoVista or any OncoVista Subsidiary and,
      to
      the best of OncoVista’s
      knowledge,
      no such agreement is imminent.

    


    (ii) 
      Except as set forth in the PPM, OncoVista
      does not have, or contribute to, and has never maintained or contributed to,
      any
      pension, profit-sharing, option, other incentive plan, or any other type of
      Employee Benefit Plan (as defined in Section 3(3) of ERISA) or Pension Plan
      (as
      defined in ERISA) and OncoVista does not have any obligation to or customary
      arrangement with employees for bonuses, incentive compensation, vacations,
      severance pay, sick pay, sick leave, insurance, service award, relocation,
      disability, tuition refund, or other benefits, whether oral or written.


     

    (l) OncoVista
      owns
      or
      possesses
      the
      right to use
      all
      patents, patent rights, inventions, trade secrets, know-how, trademarks, service
      marks, trade names,
      logos,
      and
      copyrights described or referred to in the PPM as owned by or used by it or
      that
      are necessary to conduct its respective
      businesses
      as described in the PPM; neither
      OncoVista
      or any
      OncoVista Subsidiary
      has
      received any notice of, or has knowledge of, any infringement of or conflict
      with asserted rights thereof
      by
      others with respect to any patents, patent rights, inventions, trade secrets,
      know-how, trademarks, service marks, trade names,
      logos,
      or
      copyrights described or referred to in the PPM as owned by or used by it; and
      OncoVista
      has
not
      received
      any notice of, or has no
      knowledge
      of, any infringement of,
      or
      conflict with,
      asserted
      rights of others with respect to any patents, patent rights, inventions, trade
      secrets, know-how, trademarks, service marks, trade names,
      logos,
      or
      copyrights described or referred to in the PPM as owned by or used by it or
      which, individually or in the aggregate, in the event of an unfavorable
      decision, ruling or finding, would have a material adverse effect on the
business,
      prospects, financial condition
      or results of operations of OncoVista and the OncoVista Subsidiaries, taken
      as a
      whole. 

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (m) OncoVista
      has been advised concerning the Investment Company Act of 1940, as amended
      (the
“Investment
      Company Act”),
      and
      the rules and regulations thereunder, and has in the past conducted, and intends
      in the future,
      to
      conduct its affairs in such a manner as to ensure that it is not and will not
      become an “investment
      company”
      or a
      company “controlled”
      by an “investment company”
      within
      the meaning of the Investment Company Act and such rules and regulations.


    


    (n) (i) Neither
      OncoVista nor any OncoVista Subsidiary has,
      and no
      person or entity acting on behalf or at the request thereof has,
      at any
      time during the last five years (i) made any unlawful contribution to any
      candidate for foreign office or failed to disclose fully any contribution in
      violation of law, or (ii) made any payment to any federal or state governmental
      officer or official, or other person charged with similar public or quasi-public
      duties, other than payments required or permitted by the laws of the United
      States or any other applicable jurisdiction.

    


    (ii) OncoVista
      nor any director, officer, agent, employee, or other person associated with,
      or
      acting on behalf of, OncoVista, has, directly or indirectly: used any corporate
      funds for unlawful contributions, gifts, entertainment, or other unlawful
      expenses relating to political activity; made any unlawful payment to foreign
      or
      domestic government officials or employees or to foreign or domestic political
      parties or campaigns from corporate funds; violated any provision of the Foreign
      Corrupt Practices Act of 1977, as amended; or made any bribe, rebate, payoff,
      influence payment, kickback, or other unlawful payment. OncoVista's internal
      accounting controls and procedures are sufficient to cause OncoVista to comply
      in all respects with the Foreign Corrupt Practices Act of 1977, as
      amended.

    


    (iii) Neither
      OncoVista nor any OncoVista Subsidiary, nor any officer, director or, to the
      best of OncoVista's knowledge, affiliate of OncoVista or any OncoVista
      Subsidiary, has been, within the five years ending at the Effective Time, a
      party to any bankruptcy petition against such person or against any business
      of
      which such person was affiliated; convicted in a criminal proceeding or subject
      to a pending criminal proceeding (excluding traffic violations and other minor
      offenses); subject to any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting their
      involvement in any type of business, securities or banking activities; or found
      by a court of competent jurisdiction in a civil action, by the SEC or the
      Commodity Futures Trading Commission to have violated a federal or state
      securities or commodities law, and the judgment has not been reversed, suspended
      or vacated.

    


    (o) Neither
      OncoVista nor any OncoVista Subsidiary, and no person acting on behalf thereof,
      has
      taken
      or will take, directly or indirectly, any action designed to,
      or that
      might reasonably be expected to cause or result in,
      stabilization in violation of law,
      or
      manipulation,
      of the
      price of the AVUG
      Common
      Stock.

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    (p) Except
      as
      set forth in the PPM, (i) OncoVista and each OncoVista Subsidiary is in
      compliance in
      all
      material respects with
      all
      rules, laws and regulations relating to the use, treatment, storage and disposal
      of toxic substances and protection of health or the environment (“Environmental
      Laws”)
      that
      are applicable to its business, (ii) neither OncoVista
      nor any OncoVista Subsidiary has
      received notice from any governmental authority or third party of an asserted
      claim under Environmental Laws, (iii) to the best knowledge
      of
      OncoVista,
      neither
OncoVista
      nor any OncoVista Subsidiary is
      likely
      to be required to make future material capital expenditures to comply with
      Environmental Laws,
      except
      in the ordinary course of its respective business,
      (iv) no
      property which is owned, leased or occupied by OncoVista or any OncoVista
      Subsidiary has been designated as a Superfund site pursuant to the Comprehensive
      Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C.
§
      9601,
et seq.),
      or
      otherwise designated as a contaminated site under applicable state or local
      law,
      and (v) OncoVista is not
      in
      violation of any federal or state law or regulation relating to occupational
      safety or health.

     

    (q) There
      are
      no outstanding loans, advances or guarantees of indebtedness by OncoVista
      to,
      or for
      the benefit of,
      any of
      the officers, directors,
      or
      director-nominees of OncoVista or any of the members of the families of any
      of
      them, except as disclosed in the PPM. 

    


    (r) Neither
      OncoVista nor any OncoVista Subsidiary has
      incurred any liability, direct or indirect, for finders' or similar fees on
      behalf of or payable by OncoVista or AVUG in connection with the
      Merger,
      except
      as otherwise disclosed herein or paid by OncoVista prior to the date
      hereof.

     

    (s) To
      its
      best knowledge, OncoVista believes that it is in compliance with, and is not
      in
      violation of, applicable federal, state, local or foreign statutes, laws and
      regulations (including without limitation, any applicable building, zoning
      or
      other law, ordinance or regulation) affecting its properties or the operation
      of
      its business, including, without limitation, Sarbanes-Oxley Act of 2002 and
      the
      rules and regulations promulgated pursuant thereto or thereunder. OncoVista
      is
      not subject to any order, decree, judgment or other sanction of any court,
      administrative agency or other tribunal.

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (t) Schedule
      6.01(v)
      contains
      a true, correct, and complete description of the material contracts, agreements,
      instruments, leases, licenses, arrangements, or understandings with respect
      to
OncoVista
      and the
      OncoVista Subsidiaries. OncoVista
      has
      made
      available to AVUG
      (i)
      the
      certificate of incorporation (or other charter document) and by-laws of
OncoVista
      and
      all
      amendments thereto, as presently in effect, certified by the Secretary of such
      corporation and (ii)
      the
      following: (A)
      true
      and
      correct copies of all material contracts, agreements, and instruments referred
      to in Schedule
      6.01(t);
      (B)
      true
      and
      correct copies of all material leases and licenses referred to in Schedule
      6.01(v);
      and
(C)
      true
      and
      correct written descriptions of all material supply, distribution, agency,
      financing, or other arrangements or understandings referred to in Schedule
      6.01(v).
      To
      the
      best of OncoVista’s
      knowledge, none of OncoVista
      or
      any
      other party to any such contract,
      agreement, instrument, lease, or license is
      now or
      expects in the future to be in violation or breach of, or in default with
      respect to complying with, any term thereof, and each such material
contract,
      agreement, instrument, lease, or license is
      in
      full force and is (to the best of OncoVista’s
      knowledge in the case of third parties) the legal, valid, and binding obligation
      of the parties thereto and (subject to applicable bankruptcy, insolvency, and
      other laws affecting the enforceability of creditors’ rights generally) is
      enforceable as to them in accordance with its terms. Each such material supply,
      distribution, agency, financing, or other arrangement or understanding is a
      valid and continuing arrangement or understanding; none of OncoVista
      or
      any
      other party to any such arrangement or understanding has given notice of
      termination or taken any action inconsistent with the continuance of such
      arrangement or understanding; and the execution, delivery, and performance
      of
      this Agreement
      will
      not
      prejudice any such arrangement or understanding in any way. OncoVista
      enjoys
      peaceful and undisturbed possession under all leases and licenses under which
      it
      is operating. OncoVista
      is
      not
      party to or bound by any contract,
      agreement, instrument, lease, license,
      arrangement, or understanding, or subject to any charter or other restriction,
      which has had or, to the best of OncoVista’s
      knowledge, may in the future have a material adverse effect on the
      business, prospects, financial condition, or results of operations of
OncoVista
      and
      the
Surviving
      Corporation.
      OncoVista
      has
      not
      engaged within the last five years in, is engaging in, or intends to engage
      in
      any transaction with, or has had within the last five years, now has, or intends
      to have any contract,
      agreement, instrument, lease, license,
      arrangement, or understanding with, any stockholder of OncoVista,
      any
      director, officer, or employee of OncoVista,
      any
      relative or affiliate of any stockholder of OncoVista,
      any
      such director, officer, or employee, or any other corporation or enterprise
      in
      which any stockholder of OncoVista,
      any
      such director, officer, or employee, or any such relative or affiliate then
      had
      or now has a 5% or greater equity or voting or other substantial interest,
      other
      than those described
      in the PPM and Schedule 6.01(t). The stock ledgers and stock transfer
      books and the minute book records of OncoVista
      relating
      to all issuances and transfers of stock by OncoVista
      and
      all
      proceedings of the stockholders and the Board of Directors and committees
      thereof of OncoVista
      since
      their respective incorporations made available to AVUG
      are the
      original stock ledgers and stock transfer books and minute book records of
      OncoVista
      or
      exact
      copies thereof. OncoVista
      is
      not in
      violation or breach of, or in default with respect to, any term of its
      certificate of incorporation (or other charter document) or
      by-laws.

    


    (u) No
      representation or warranty by OncoVista
      in
      this
Agreement
      contains,
      or at the Effective
      Time will
      contain, an
      untrue
      statement of material fact or omits
      or
      at the Effective
      Time will
      omit
      to
state
      a
      material fact required to be stated therein or necessary to make the statements
      made not
      misleading.
      Notwithstanding the foregoing, such representations and warranties by
OncoVista
      shall
      be
      deemed to comply with, and not be in breach or contravention of, or in default
      with respect to the immediately preceding sentence to the extent that such
      representations and warranties shall at the Effective
      Time be
      untrue
      in any material respect or omit
      to
state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not
      misleading as
      a
      result of any transaction contemplated hereby or in connection
      herewith.

     

    
      Section
        6.02 Certain
        Representations
        and
        Warranties
        of
        AVUG
        and
        Acquisition.  

    

    


    Except
      as
      set forth in any SEC Document (as defined below), AVUG and
      Acquisition
      each
      represents and warrants to OncoVista
      as
      follows:

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (a) (i) The
      AVUG
      Common Stock has been registered under Section 12(g) of the Exchange Act and
      AVUG is subject to the periodic reporting requirements of Section 13 of the
      Exchange Act. AVUG has made available to OncoVista true, complete, and correct
      copies of all forms, reports, schedules, statements, and other documents
      required to be filed by it under the Exchange Act, as such documents have been
      amended since the time of the filing thereof (collectively, including all forms,
      reports, schedules, statements, exhibits, and other documents filed by AVUG
      therewith, the “SEC
      Documents”).
      The
      SEC Documents, including, without limitation, any financial statements and
      schedules included therein, at the time filed or, if subsequently amended,
      as so
      amended, (i) did not contain any untrue statement of a material fact required
      to
      be stated therein or necessary in order to make the statements therein not
      misleading and (ii) complied in all respects with the applicable requirements
      of
      the Exchange Act and the applicable rules and regulations thereunder. To AVUG’s
      knowledge, each director and executive officer thereof has filed with the SEC
      on
      a timely basis all statements required by Section 16(a) of the Exchange Act
      and
      the rules and regulations thereunder. 

    


    (ii) AVUG
      maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15
      under the Exchange Act; such controls and procedures are effective to ensure
      that: 

    


    (A) all
      material information concerning AVUG is made known on a timely basis to the
      individuals responsible for the preparation of AVUG’s filings with the SEC and
      other public disclosure documents;

    


    (B) transactions
      are executed in accordance with management’s general or specific
      authorizations;

    


    (C) transactions
      are recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles and to maintain asset
      accountability;

    


    (D) access
      to
      assets is permitted only in accordance with management’s general or specific
      authorization; and

    


    (E)
       the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences.

    


    AVUG
      has
      made available to OncoVista copies of, all written descriptions of, and all
      policies, manuals and other documents promulgating, such disclosure controls
      and
      procedures.  The books, records and accounts of AVUG accurately and fairly
      reflect, in reasonable detail, the transactions in, and dispositions of, the
      assets of, and the results of operations of, AVUG all to the extent required
      by
      generally accepted accounting principles. 

    


    (iii) The
      Chief
      Executive Officer and the Chief Financial Officer of AVUG have signed, and
      AVUG
      has furnished to the SEC, all certifications required by Sections 302 and 906
      of
      the Sarbanes-Oxley Act of 2002; such certifications contain no qualifications
      or
      exceptions to the matters certified therein and have not been modified or
      withdrawn (except as permitted by applicable laws or regulations); and neither
      AVUG nor any of its officers has received notice from any governmental entity
      questioning or challenging the accuracy, completeness, form or manner of filing
      or submission of such certifications. 

    


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (iv) AVUG
      has
      heretofore provided to OncoVista complete and correct copies of all
      certifications filed with the SEC pursuant to Sections 302 and 906 of
      Sarbanes-Oxley Act of 2002 and hereby reaffirms, represents and warrants to
      OncoVista the matters and statements made in such certificates.

    


    (b) At
      the
      date hereof and at the Effective Time:

    


    (i)
       the
      AVUG
      Common Stock is eligible to trade and be quoted on, and is quoted on, the
      over-the-counter Bulletin Board market maintained by The Nasdaq Stock Market
      (the “OTCBB”)
      and
      has received no notice or other communication indicating that such eligibility
      is subject to challenge or review by the any applicable regulatory agency,
      electronic market administrator, or exchange; 

    


    (ii)
       AVUG
      has
      and shall have performed or satisfied all of its undertakings to, and of its
      obligations and requirements with, the SEC; and

    


    (iii)
       AVUG
      has
      not, and shall not have taken any action that would preclude, or otherwise
      jeopardize, the inclusion of the AVUG Common Stock for quotation on the
      OTCBB.

    


    (c) Other
      than Acquisition at the Effective Time, AVUG has no subsidiaries or affiliated
      corporation or owns any interest in any other enterprise (whether or not such
      enterprise is a corporation). Each of AVUG and
      Acquisition has
      been
      duly organized and is validly existing as a corporation in good standing under
      the laws of its
      respective jurisdiction of incorporation
      with
      full power and authority (corporate and other) to own, lease and operate its
      respective
      properties
      and conduct its respective
      business
      as described in the SEC Documents;
      except
      as otherwise disclosed on Schedule
      6.02(c),
      AVUG
      is
      duly qualified to do business as a foreign corporation and is in good standing
      in each jurisdiction in which the ownership or leasing of its properties or
      the
      conduct of its business requires such qualification, except where the failure
      to
      be so qualified or be in good standing would not have a material adverse effect
      on its business,
      prospects, condition
      (financial or otherwise), and results of operations of AVUG; no proceeding
      has
      been instituted in any such jurisdiction, revoking, limiting or curtailing,
      or
      seeking to revoke, limit or curtail, such power and authority or qualification;
      AVUG is in possession of,
      and
      operating in compliance with,
      all
      authorizations, licenses, certificates, consents, orders and permits from state,
      federal,
      foreign
      and
      other regulatory authorities that are material to the conduct of its business,
      all of which are valid and in full force and effect; AVUG is not
      in
      violation of its charter or bylaws or in default in the performance or
      observance of any obligation, agreement, covenant or condition contained in
      any
      material bond, debenture, note or other evidence of indebtedness, or in any
      material lease, contract, indenture, mortgage, deed of trust, loan agreement,
      joint venture or other agreement or instrument to which it is a party or by
      which it or its properties or assets may be bound,
      which
      violation or default would have a material adverse effect on the business,
      prospects, financial condition or results of operations of AVUG;
      and
      AVUG is not
      in
      violation of any law, order, rule, regulation, writ, injunction, judgment or
      decree of any court, government or governmental agency or body, domestic or
      foreign, having jurisdiction over AVUG or over its properties or
      assets,
      which
      violation would have a material adverse effect on the business, prospects,
      financial condition or results of operations of AVUG taken as a
      whole.
      The SEC
      Documents accurately describe any corporation, association or other entity
      owned
      or controlled, directly or indirectly, by AVUG.

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    (d) Each
      of
      AVUG and Acquisition has all requisite power and authority to execute, deliver,
      and perform this Agreement. Except as set forth in this Agreement, all necessary
      proceedings of each of AVUG and Acquisition have been duly taken to authorize
      the execution, delivery, and performance of this Agreement thereby. This
      Agreement has been duly authorized, executed, and delivered by AVUG and
      Acquisition, constitutes the legal, valid, and binding obligation of each of
      AVUG and Acquisition, and is enforceable as to AVUG and Acquisition in
      accordance with its terms. Except as otherwise set forth in this Agreement,
      no
      consent, authorization, approval, order, license, certificate, or permit of
      or
      from, or declaration or filing with, any federal, state, local, or other
      governmental authority or any court or other tribunal is required by the AVUG
      or
      Acquisition for the execution, delivery, or performance of this Agreement
      thereby. No
      consent, approval, authorization or order of,
      or
      qualification with,
      any
      court, government or governmental agency or body, domestic or foreign, having
      jurisdiction over AVUG or
      Acquisition or
      over
      its respective
      properties
      or assets is required for the execution and delivery of this Agreement and
      the
      consummation by AVUG of the transactions herein and
      therein contemplated,
      except such as may be required under the Securities
      Act
      or
      under state or other securities or blue
      sky
      laws,
      all of which requirements have been,
      or in
      accordance therewith will be,
      satisfied in all material respects.
      No
      consent of any party to any material contract, agreement, instrument, lease,
      license, arrangement, or understanding to which the AVUG or Acquisition is
      a
      party, or to which its or any of its respective businesses, properties, or
      assets are subject, is required for the execution, delivery, or performance
      of
      this Agreement; and the execution, delivery, and performance of this Agreement
      will not violate, result in a breach of, conflict with, or (with or without
      the
      giving of notice or the passage of time or both) entitle any party to terminate
      or call a default under, entitle any party to receive rights or privileges
      that
      such party was not entitled to receive immediately before this Agreement was
      executed under, or create any obligation on the part of AVUG or Acquisition
      to
      which it was not subject immediately before this Agreement was executed under,
      any term of any such material contract, agreement, instrument, lease, license,
      arrangement, or understanding, or violate or result in a breach of any term
      of
      the respective certificate of incorporation or respective by-laws of AVUG or
      Acquisition (if the provisions of this Agreement are satisfied) violate, result
      in a breach of, or conflict with any law, rule, regulation, order, judgment,
      decree, injunction, or writ of
      any
      court, government or governmental agency or body, domestic or foreign, having
      jurisdiction over AVUG or
      Acquisition or
      over
      its respective
      properties
      or assets.

    


    (e) There
      is
      not any pending or, to the best of AVUG's
      or
      Acqusition’s knowledge,
      threatened, action, suit, claim or proceeding against AVUG
      or
      Acquisition,
      or any
      of AVUG’s
      or
      Acquisition’s officers
      or any of the respective properties, assets or rights
      of AVUG
      or Acquisition,
      before
      any court, government or governmental agency or body, domestic or foreign,
      having jurisdiction over AVUG or
      Acquisition or
      over
      AVUG’s
      or
      Acquisition’s respective officers
      or the
      respective properties
      of
      AVUG
      or Acquisition, or
      otherwise that (i) is reasonably likely to result in any material adverse change
      in the respective
      business, prospects, financial condition
      or results of operations of AVUG or
      Acquisition or
      might
      materially and adversely affect their properties, assets or rights taken
      as
      a whole, (ii)
      might prevent consummation of the transactions contemplated by this Agreement,
      or
      (iii)
      alleging
      violation of any Federal or state securities laws.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    (f) After
      giving effect of the Stock Split, the authorized capital stock of AVUG consists
      of 147,397,390 shares of AVUG Common Stock, of which 16,888,475 shares of AVUG
      Common Stock are outstanding. Each of such outstanding shares of AVUG Common
      Stock is duly and validly authorized, validly issued, fully paid, and
      nonassessable, has not been issued and is not owned or held in violation of
      any
      preemptive or similar right of stockholders. The authorized capital stock of
      Acquisition consists of 1,000 shares of common stock, par value $0.001 per
      share, of which ten shares are outstanding. Each of such outstanding shares
      of
      AVUG Common Stock and Acquisition Capital Stock is duly and validly authorized,
      validly issued, fully paid, and nonassessable, has not been issued and is not
      owned or held in violation of any preemptive or similar right of stockholders.
      There is no commitment, plan, or arrangement to issue, and no outstanding
      option, warrant, or other right calling for the issuance of, any share of
      capital stock of, or any security or other instrument convertible into,
      exercisable for, or exchangeable for capital stock of, AVUG or Acquisition,
      and
      there is outstanding no security or other instrument convertible into or
      exchangeable for capital stock of AVUG or Acquisition. The
      description of AVUG's stock option, stock bonus and other stock plans or
      arrangements, and the options or other rights granted and exercised thereunder,
      set forth in the SEC Documents accurately and fairly presents the information
      required to be shown with respect to such plans, arrangements, options and
      rights under the Securities Act,
      the
      Exchange Act,
      and the
rules
      and
regulations
      promulgated thereunder.
      There
      are
      no options or warrants or convertible or exchangeable securities of AVUG or
      Acquisition outstanding at the date hereof. 

    


    (g) Stan
      J.H.
      Lee, CPA examined
      the financial statements of AVUG, together with the related schedules and notes,
      for
      the
      period from January 1, 2006 through December 31, 2006, and
      Armando C. Ibarra, CPA examined
      the financial statements of AVUG, together with the related schedules and notes,
      for
      the
      period from January 1, 2005 through December 31, 2005 (collectively,
      the “Auditors”),
      filed
      with the SEC as a part of the SEC Documents, are independent accountants within
      the meaning of the Securities Act,
      the
      Exchange Act,
      and the
rules
      and
regulations
      promulgated thereunder;
      and
      except as disclosed in Schedule
      6.02(g),
      the
      audited financial statements of AVUG, together with the related schedules and
      notes, and the unaudited financial information, forming part of the SEC
      Documents, fairly present and
      will
      fairly present the
      financial position and the results of operations of AVUG at the respective
      dates
      and for the respective periods to which they apply; and all audited financial
      statements of AVUG, together with the related schedules and notes, and the
      unaudited financial information, filed with the SEC as part of the SEC
      Documents, complied
      and will comply as to form in all material respects with applicable accounting
      requirements and with the rules and regulations of the SEC with respect hereto
      when filed, have
      been
and
      will
      be prepared
      in accordance with generally accepted accounting principles consistently applied
      throughout the periods involved except as may be otherwise stated
      therein
      (except
      as may be indicated in the notes thereto or as permitted by the rules and
      regulations of the SEC) and fairly present and will fairly present, subject
      in
      the case of the unaudited financial statements, to customary year end audit
      adjustments, the financial position of AVUG as at the dates thereof and the
      results of its operations and cash flows. The
      procedures pursuant to which the aforementioned financial statements have been
      audited are compliant with generally accepted auditing standards. The
      selected and summary financial and statistical data included in the SEC
      Documents present and
      will
      present fairly
      the information shown therein and have been compiled on a basis consistent
      with
      the audited financial statements presented therein. No other financial
      statements or schedules are required to be included in the SEC
      Documents.
      The
      financial statements referred to in this Section 6.02 (g) contain all
      certifications and statements required under the SEC’s Order, dated June 27,
      2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), Rule
      13a-14 or 15d-14 under the Exchange Act, or 18 U.S.C. Section 1350 (Sections
      302
      and 906 of the Sarbanes-Oxley Act of 2002) with respect to the report relating
      thereto. Acquisition has no assets or liabilities. Since June 30, 2007
      ("Last AVUG Financial Statement Date"):


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (i) There
      has
      at no time been a material adverse change in the financial condition, results
      of
      operations, businesses, properties, assets, liabilities, or future prospects
      of
      AVUG or Acquisition;

    


    (ii) Neither
      AVUG nor Acquisition has authorized, declared, paid, or effected any dividend
      or
      liquidating or other distribution in respect of its capital stock or any direct
      or indirect redemption, purchase, or other acquisition of any stock of AVUG
      or
      Acquisition.

     

    (iii) The
      operations and businesses of AVUG have been conducted in all respects only
      in
      the ordinary course.  There
      is
      no fact known to AVUG or Acquisition which materially adversely affects or
      in
      the future (as far as AVUG or Acquisition can reasonably foresee) may materially
      adversely affect the financial condition, results of operations, businesses,
      properties, assets, liabilities, or future prospects of AVUG and Acquisition,
      and, after the Merger, the Surviving Corporation; provided, however, that
      neither AVUG nor Acquisition expresses any opinion as to political or economic
      matters of general applicability. AVUG has made known, or caused to be made
      known, to the accountants or auditors who have prepared, reviewed, or audited
      the aforementioned consolidated financial statements all material facts and
      circumstances which could affect the preparation, presentation, accuracy, or
      completeness thereof.

    


    (h) Subsequent
      to the respective dates as of which information is given in the SEC Documents,
      there has not been (i) any material adverse change in the consolidated
      business, prospects, financial condition
      or results of operations of AVUG, (ii) any transaction
      committed to or consummated
      that is
      material to AVUG
      and
      Acquisition taken as a whole,
      (iii)
      any obligation, direct or contingent, that is material to AVUG
      and
      Acquisition taken as a whole incurred
      by AVUG
      or
      Acquisition,
      (iv)
      any change in the capital stock or outstanding indebtedness of AVUG or
      Acquisition that
      is
      material to AVUG
      and
      Acquisition taken as a whole,
      (v) any
      dividend or distribution of any kind declared, paid,
      or made
      on the capital stock of AVUG
      or
      Acquisition,
      or (vi)
      any loss or damage (whether or not insured) to the property of AVUG or
      Acquisition which
      has
      a material adverse effect on the business,
      prospects, condition
      (financial or otherwise), or results of operations thereof,
      in each
      case, taken as a whole.

    


    (i) At
      the
      Effective Time, neither AVUG nor Acquisition shall have any
      properties or assets
      and each
      of AVUG and Acquisition shall be free
      and
      clear of any pledge, lien, security interest, encumbrance, claim or equitable
      interest.
      At the
      Effective Time, neither AVUG nor Acquisition shall be party to any agreements
      except for this Agreement and the Securities Purchase Agreement dated as of
      August 16, 2007 among OncoVista, AVUG and Torbjorn Lundqvist, which shall be
      legal,
      valid
      and
      binding agreements,
      enforceable against each
      of
AVUG
      and
      Acquisition in
      accordance with its terms.
      


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    (j) Neither
      AVUG nor Acquisition has any liability of any nature, accrued or contingent,
      including, without limitation, liabilities for federal, state, local, or foreign
      taxes and penalties, interest, and additions to tax (“Taxes”),
      and
      liabilities to customers or suppliers. Without limiting the generality of the
      foregoing, the amounts set up as provisions for Taxes, if any, in the last
      AVUG
      financial statements are sufficient for all accrued and unpaid Taxes of AVUG,
      whether or not due and payable and whether or not disputed, under tax laws,
      as
      in effect on the Last AVUG Financial Statement Date or now in effect, for the
      period ended on such date and for all fiscal periods prior thereto. The
      execution, delivery, and performance of this Agreement by each of AVUG and
      Acquisition will not cause any Taxes to be payable or cause any lien, charge,
      or
      encumbrance to secure any Taxes to be created either immediately or upon the
      nonpayment of any Taxes. The Internal Revenue Service has audited and settled
      or
      the statute of limitations has run upon all federal income tax returns of AVUG
      for all taxable years up to and including the taxable year ended December 31,
      2000. AVUG has filed all federal, state, local, and foreign tax returns required
      to be filed by it; has made available to OncoVista a true and correct copy
      of
      each such return which was filed in the past six years; has paid (or has
      established on the last balance sheet included in the last AVUG financial
      statement a reserve for) all Taxes, assessments, and other governmental charges
      payable or remittable by it or levied upon it or its properties, assets, income,
      or franchises which are due and payable; and has delivered to OncoVista a true
      and correct copy of any report as to adjustments received by it from any taxing
      authority during the past six years and a statement as to any litigation,
      governmental or other proceeding (formal or informal), or investigation pending,
      threatened, or in prospect with respect to any such report or the subject matter
      of such report. AVUG has paid all taxes payable thereby due on or prior to
      the
      date hereof.

    


    (k) Neither
      AVUG nor
      Acquisition has
      any
      insurance;
      neither
AVUG
      nor
      Acquisition has
      at
      any
      time been
      refused any insurance coverage sought or applied for.

    


    (l) (i) No
      labor
      disturbance by the employees of AVUG exists or, to the best of AVUG’s knowledge,
      is imminent. AVUG is not aware of any existing or imminent labor disturbance
      by
      the employees of any principal suppliers or customers of
      AVUG
that
      might be expected to result in any material adverse change in the business,
      prospects, financial condition,
      or results of operations of AVUG. No collective bargaining agreement exists
      with
      any of AVUG’s
      employees and, to the best of AVUG's
      knowledge, no such agreement is imminent.

    


    (ii) AVUG
      does
      not have, or contribute to, and has never maintained or contributed to, any
      pension, profit-sharing, option, other incentive plan, or any other type of
      Employee Benefit Plan (as defined in Section 3(3) of ERISA) or Pension Plan
      (as
      defined in ERISA) and AVUG does not have any obligation to or customary
      arrangement with employees for bonuses, incentive compensation, vacations,
      severance pay, sick pay, sick leave, insurance, service award, relocation,
      disability, tuition refund, or other benefits, whether oral or written.


     

    (m) AVUG
      does
      not own or possess
      the
      right to use
      any
      patents, patent rights, inventions, trade secrets, know-how, trademarks, service
      marks, trade names,
      logos,
      or
      copyrights; AVUG has not
      received
      any notice of, or has knowledge of, any infringement of or conflict with
      asserted rights of AVUG by others with respect to any patents, patent rights,
      inventions, trade secrets, know-how, trademarks, service marks, trade
      names,
      logos,
      or
      copyrights described or referred to in the SEC Documents as owned by or used
      by
      it; and AVUG has not
      received
      any notice of, or has no
      knowledge
      of, any infringement of,
      or
      conflict with,
      asserted
      rights of others with respect to any patents, patent rights, inventions, trade
      secrets, know-how, trademarks, service marks, trade names,
      logos,
      or
      copyrights described or referred to in the SEC Documents as owned by or used
      by
      it or which, individually or in the aggregate, in the event of an unfavorable
      decision, ruling or finding, would have a material adverse effect on the
business,
      prospects, financial condition
      or results of operations of AVUG. 

    


    (n) AVUG
      has
      been advised concerning the Investment Company Act of 1940, as amended (the
      “Investment
      Company Act”),
      and
      the rules and regulations thereunder, and has in the past conducted, and intends
      in the future,
      to
      conduct its affairs in such a manner as to ensure that it is not and will not
      become an “investment
      company”
      or a
      company “controlled”
      by an “investment company”
      within
      the meaning of the Investment Company Act and such rules and regulations.


    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    (o) (i) AVUG
      has
      not, and
      no person or entity acting on behalf or at the request of AVUG has,
      at any
      time during the last five years (i) made any unlawful contribution to any
      candidate for foreign office or failed to disclose fully any contribution in
      violation of law, or (ii) made any payment to any federal or state governmental
      officer or official, or other person charged with similar public or quasi-public
      duties, other than payments required or permitted by the laws of the United
      States or any other applicable jurisdiction.

    


    (ii) Neither
      AVUG, nor, to the best knowledge of AVUG, any director, officer, agent,
      employee, or other person associated with, or acting on behalf of, AVUG, has,
      directly or indirectly: used any corporate funds for unlawful contributions,
      gifts, entertainment, or other unlawful expenses relating to political activity;
      made any unlawful payment to foreign or domestic government officials or
      employees or to foreign or domestic political parties or campaigns from
      corporate funds; violated any provision of the Foreign Corrupt Practices Act
      of
      1977, as amended; or made any bribe, rebate, payoff, influence payment,
      kickback, or other unlawful payment.  AVUG’s
      internal accounting controls and procedures are sufficient to cause AVUG to
      comply in all respects with the Foreign Corrupt Practices Act of 1977, as
      amended.

    


    (iii) Neither
      AVUG, nor any officer, director or affiliate of AVUG, has been, within the
      five
      years ending on the Effective Time, a party to any bankruptcy petition against
      such person or against any business of which such person was affiliated;
      convicted in a criminal proceeding or subject to a pending criminal proceeding
      (excluding traffic violations and other minor offenses); subject to any order,
      judgment or decree, not subsequently reversed, suspended or vacated, of any
      court of competent jurisdiction, permanently or temporarily enjoining, barring,
      suspending or otherwise limiting their involvement in any type of business,
      securities or banking activities; or found by a court of competent jurisdiction
      in a civil action, by the SEC or the Commodity Futures Trading Commission to
      have violated a federal or state securities or commodities law, and the judgment
      has not been reversed, suspended or vacated.

    


    (p) AVUG
      has
      not, and no person acting on behalf thereof, has
      taken
      or will take, directly or indirectly, any action designed to,
      or that
      might reasonably be expected to cause or result in,
      stabilization in violation of law,
      or
      manipulation,
      of the
      price of the AVUG
      Common
      Stock.

    


    (q) AVUG
      is
      in compliance in
      all
      material respects with
      all
      rules, laws and regulations relating to the use, treatment, storage and disposal
      of toxic substances and protection of health or the environment (“Environmental
      Laws”)
      that
      are applicable to its business. AVUG has not
      received
      notice from any governmental authority or third party of an asserted claim
      under
      Environmental Laws, which claim is required to be disclosed in the SEC
      Documents. To
      the
      best knowledge
      of
      AVUG,
      AVUG is
not
      likely
      to
      be required to make future material capital expenditures to comply with
      Environmental Laws. No
      property which is owned, leased or occupied by AVUG has been designated as
      a
      Superfund site pursuant to the Comprehensive Response, Compensation, and
      Liability Act of 1980, as amended (42 U.S.C. §
      9601,
et seq.),
      or
      otherwise designated as a contaminated site under applicable state or local
      law.
      AVUG is not
      in
      violation of any federal or state law or regulation relating to occupational
      safety or health.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    (r) There
      are
      no outstanding loans, advances or guarantees of indebtedness by AVUG
      to,
      or for
      the benefit of,
      any of
      the officers, directors, or director-nominees of AVUG or any of the members
      of
      the families of any of them. 

    


    (s) AVUG
      has
not
      incurred
      any liability, direct or indirect, for finders' or similar fees on behalf of
      or
      payable by AVUG or OncoVista in connection with this Agreement.

     

    
      (t) No
        stockholder of AVUG has any right to request or require AVUG to register
        the
        sale of any shares owned by such stockholder under the Securities Act on
        any
        registration statement.

       

    

    (u) AVUG
      is
      in compliance with, and is not in violation of, applicable federal, state,
      local
      or foreign statutes, laws and regulations (including without limitation, any
      applicable building, zoning or other law, ordinance or regulation) affecting
      its
      properties or the operation of its business, including, without limitation,
      Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated pursuant
      thereto or thereunder. AVUG is not subject to any order, decree, judgment or
      other sanction of any court, administrative agency or other
      tribunal.

    


    (v) AVUG
      has
      made available to OncoVista the certificate of incorporation (or other charter
      document) and by-laws of each of AVUG and Acquisition and all amendments
      thereto, as presently in effect, certified by the Secretary of such
      corporation. The stock ledgers and stock transfer books and the minute book
      records of OncoVista relating to all issuances and transfers of stock by AVUG
      and Acquisition and all proceedings of the stockholders and the Board of
      Directors and committees thereof of AVUG and Acquisition since their respective
      incorporations made available to OncoVista are the original stock ledgers and
      stock transfer books and minute book records of AVUG or Acquisition, as
      applicable, or exact copies thereof. Neither AVUG nor Acquisition is in
      violation or breach of, or in default with respect to, any term of its
      respective certificate of incorporation (or other charter document)
      by-laws.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    (w) Assuming
      without investigation that the shares of OncoVista Common Stock at the Effective
      Time will be validly authorized, validly issued, fully paid, and nonassessable,
      the shares of AVUG Common Stock to be issued in the Merger are validly
      authorized and, when the Merger has become effective and the shares of AVUG
      Common Stock have been duly delivered pursuant to the terms of this Agreement,
      such shares of AVUG Common Stock will be validly issued, fully paid, and
      nonassessable.

    


    (x) (i)
       Neither
      AVUG nor Acquisition has taken or agreed to take any action (other than actions
      contemplated by this Agreement) that could reasonably be expected to prevent
      the
      Merger from constituting a “reorganization” under section 368(a) of the Code.
      AVUG is not aware of any agreement, plan or other circumstance that could
      reasonably be expected to prevent the Merger from so qualifying.

    


    (ii)
       AVUG
      has
      no plan or intention to liquidate Surviving Corporation following the merger
      or
      close Surviving Corporation to sell or otherwise dispose of any assets of
      OncoVista acquired in the merger, except for dispositions made in the ordinary
      course of business or transfers described in section 368(a)(2)(C) of the Code
      and the Treasury Regulations issued thereunder.

    


    (iii)
       AVUG
      has
      no plan or intention to reacquire, and, to AVUG’s knowledge, no person related
      to AVUG within the meaning of Treasury Regulations Section 1.368-1. has a plan
      or intention to acquire, any of the AVUG Common Stock issued in the
      Merger.

    


    (y) No
      representation or warranty by AVUG or Acquisition in this Agreement contains,
      or
      at the Effective Time, will contain an untrue statement of material fact or
      omits or at the Effective Time will omit to state a material fact required
      to be
      stated therein or necessary to make the statements made not misleading.
      Notwithstanding the foregoing, such representations and warranties by AVUG
      and
      Acquisition shall be deemed to comply with, and not be in breach or
      contravention of, or in default with respect to the immediately preceding
      sentence to the extent that such representations and warranties shall at the
      Effective Time be untrue in any material respect or omit to state a material
      fact required to be stated therein or necessary to make the statements therein
      not misleading as a result of any transaction contemplated hereby or in
      connection herewith.

    


    
      
        VII. CONDITIONS;
          ABANDONMENT AND TERMINATION

      

    

    


    Section
      7.01 Right
      of
      AVUG
      and
      Acquisition
      to
      Abandon.
      AVUG’s
      and
Acquisition’s
      Boards
      of Directors shall have the right to abandon or terminate the Merger
      if
      any of
      the following conditions shall not be true or shall not have occurred, as the
      case may be, as of the specified date or dates:

    


    (a) Subject
      to Section 6.01(v)
      hereof,
      all representations and warranties of OncoVista
      contained
      in this Agreement
      shall
      be
      accurate when made and, in addition, shall be accurate as of the Effective
      Time as
      though
      such representations and warranties were then made in exactly the same language
      by OncoVista
      and
      regardless of knowledge or lack thereof on the part of OncoVista
      or
      changes beyond its control; as of the Effective
      Time OncoVista
      shall
      have performed and complied with all covenants and agreements and satisfied
      all
      conditions required to be performed and complied with by it at or before the
      Effective
      Time,
      respectively, by this Agreement;
      and
AVUG
      and
      Acquisition
      shall
      have received a certificate executed by the chief executive officer and the
      chief financial officer of OncoVista,
      dated
      the Effective
      Time,
      to that
      effect.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    (b) AVUG
      and
      Acquisition
      shall
      have received at the Effective
      Time certificates
      executed by the chief executive officer and the chief financial officer of
      OncoVista
      as
      of
      such dates, to the effect that they have carefully examined the Periodic
      Reports,
      and any
      amendment or supplement thereto, and, to the best of their knowledge,
(i)
      neither
      the Periodic
      Reports,
      nor any
      amendment or supplement thereto (A)
      contains
      an
      untrue
      statement of a material fact or (B)
      omits
      to
state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not
      false
      or misleading,
      provided in each case that such untrue statement or omission relates to
      information furnished by or on behalf of, or pertaining to, OncoVista
      or
      any
OncoVista
      security
      holder, (ii)
      since
      the
      date hereof, no event with respect to OncoVista
      or
      any
OncoVista
      security
      holder has occurred which should have been set forth in an amendment to any
      Periodic
      Report,
      or a
      supplement to any Periodic
      Report which
      has
      not been set forth in such an amendment or supplement, and (iii)
      any
      contract,
      agreement, instrument, lease, or license regarding
      OncoVista
      required
      to be filed as an exhibit to any Periodic
      Report has
      been
      filed with the SEC
      as
      an
      exhibit to or has been incorporated as an exhibit by reference into such
Periodic
      Report.

    


    (c) OncoVista
      shall
      have delivered to AVUG
      and
      Acquisition
      at
      or
      prior to the Effective
      Time such
      other documents (including certificates of officers of OncoVista)
      as AVUG
      may
      reasonably request in order to enable AVUG
      and
      Acquisition
      to
      determine whether the conditions to their obligations under this Agreement
      have
      been
      met and otherwise to carry out the provisions of this Agreement.

    


    (d) All
      actions, proceedings, instruments, and documents required by OncoVista
      to
      carry
      out this Agreement
      or
      incidental thereto and all other related legal matters shall be subject to
      the
      reasonable approval of AVUG
      and
      Acquisition,
      and
OncoVista
      shall
      have furnished AVUG and Acquisition such documents as such counsel may have
      reasonably requested for the purpose of enabling them to pass upon such
      matters.

    


    (e) At
      the
Effective
      Time,
      there
      shall not be pending any legal proceeding relating to, or seeking to prohibit
      or
      otherwise challenge the consummation of, the transactions contemplated by this
      Agreement,
      or to
      obtain substantial damages with respect thereto.

     

    (f) There
      shall not have been any action taken, or any
      law,
      rule, regulation, order, judgment, or decree proposed,
      promulgated, enacted, entered, enforced, or deemed applicable to the
      transactions contemplated by this Agreement
      by
      any
      federal, state, local, or other governmental authority or by any court or other
      tribunal, including the entry of a preliminary or permanent injunction, which,
      in the reasonable judgment of AVUG,
      (i)
      makes
      this Agreement,
      the
Merger,
      or any
      of the other transactions contemplated by this Agreement
      illegal,
      (ii)
      results
      in a delay in the ability of OncoVista,
      AVUG,
      or
Acquisition
      to
      consummate the Merger
      or
      any of
      the other transactions contemplated by this Agreement
      beyond
      December
      31,
      2007,
(iii)
      requires
      the divestiture by AVUG
      of
      a
      material portion of the business of either AVUG
      and
      Acquisition
      taken
      as
      a whole, or of OncoVista,
      (iv)
      imposes
      material limitations on the ability of AVUG
      effectively
      to exercise full rights of ownership of shares of the Surviving
      Corporation including
      the right to vote such shares on all matters properly presented to the
      stockholders of the Surviving
      Corporation,
      or
(v)
      otherwise
      prohibits, restricts, or delays consummation of the Merger
      or
      any of
      the other transactions contemplated by this Agreement
      or
      impairs the contemplated benefits to AVUG
      or
      Acquisition
      of
      this
Agreement,
      the
Merger,
      or any
      of the other transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    (g) If
      required thereby, the OTC Bulletin Board shall, at or prior to the Effective
      Time,
      have
      approved the inclusion thereon of the AVUG
      Common Stock to
      be
      issued in the Merger.

    


    (h) The
      parties to this Agreement
      shall
      have obtained at or prior to the Effective
      Time all
      unconditional written approval to this Agreement
      and
      to
      the execution, delivery, and performance of this Agreement
      by
      each
      of them of relevant governmental authorities having jurisdiction over
AVUG,
      Acquisition,
      or
OncoVista
      or
      the
      subject matter of this Agreement.

    


    (i) The
      parties to this Agreement
      shall
      have obtained at or prior to the Effective
      Time all
      consents required for the consummation of the Merger
      and
      the
      other transactions contemplated by this Agreement
      from
      any
      unrelated third party to any contract,
      agreement, instrument, lease, license,
      arrangement, or understanding to which any of them is a party, or to which
      any
      of them or any of their
      respective businesses,
      properties, or assets are
      subject.

    


    (j) There
      shall not have been any material adverse change in the condition (financial
      or
      otherwise), operations, business, assets, liabilities, earnings or prospects
      of
OncoVista
      since
      the
      date hereof.

    


    (k) AVUG
      and
      Acquisition
      shall
      conduct a due diligence review of OncoVista
      and
      shall be reasonably satisfied with the result of such review.

    


    Section
      7.02 Right
      of
      OncoVista
      to
      Abandon.
      OncoVista’s
      Board
      of Directors shall have the right to abandon or terminate the Merger
      if
      any of
      the following shall not be true or shall not have occurred, as the case may
      be,
      as of the specified date or dates:

    


    (a) All
      representations and warranties of AVUG
      and
      Acquisition
      contained
      in this Agreement
      shall
      be
      accurate when made and, in addition, shall be accurate as of the Effective
      Time as
      though
      such representations and warranties were then made in exactly the same language
      by AVUG
      and
      Acquisition
      and
      regardless of knowledge or lack thereof on the part of AVUG
      and
      Acquisition
      or
      changes beyond their control; as of the Effective
      Time,
      AVUG
      and
      Acquisition
      shall
      have performed and complied with all covenants and agreements and satisfied
      all
      conditions required to be performed and complied with by them at or before
      the
Effective
      Time by
      this
Agreement;
      and
OncoVista
      shall
      have received certificates executed by the chief executive officer and the
      chief
      financial officer of AVUG
      and
      the
      chief executive officer and the chief financial officer of Acquisition,
      dated
      the Effective
      Time,
      to that
      effect.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    (b) OncoVista
      shall
      have received at the Effective
      Time,
      certificates executed by the chief executive officer and the chief financial
      officer of AVUG
      and
      the
      chief executive officer and the chief financial officer of Acquisition,
      dated
      as of such dates, to the effect that they have carefully examined the
Periodic
      Reports,
      and any
      amendment or supplement thereto, and, to the best of their knowledge,
(i)
      neither
      any Periodic
      Report,
      nor any
      amendment or supplement thereto (A)
      contains
      an
      untrue
      statement of a material fact or (B)
      omits
      to
state
      a
      material fact required to be stated therein or necessary to make the statements
      therein not
      false
      or misleading,
      provided in each case that such untrue statement or omission relates to
      information furnished by or on behalf of, or pertaining to, AVUG,
      Acquisition,
      or any
AVUG
      security
      holder, (ii)
      since
      the
      date of the filing of any Periodic
      Report,
      no
      event with respect to AVUG,
      Acquisition,
      or any
AVUG
      security
      holder has occurred which should have been set forth in an amendment or a
      supplement to such Periodic
      Report which
      has
      not been set forth in such an amendment or supplement, and (iii)
      any
      contract,
      agreement, instrument, lease, or license regarding
      AVUG
      or
      Acquisition
      required
      to be filed as an exhibit to any Periodic
      Report has
      been
      filed as an exhibit to or has been incorporated as an exhibit by reference
      into
      such Periodic
      Report.

    


    (c) AVUG
      and
      Acquisition
      shall
      have delivered to OncoVista
      at
      or
      prior to the Effective
      Time such
      other documents (including certificates of officers of AVUG
      or
      of
Acquisition)
      as
OncoVista
      may
      reasonably request in order to enable OncoVista
      to
      determine whether the conditions to its obligations under this Agreement
      have
      been
      met and otherwise to carry out the provisions of this Agreement.

     

    (d) All
      actions, proceedings, instruments, and documents required by AVUG
      or
      Acquisition
      to
      carry
      out this Agreement
      or
      incidental thereto and all other related legal matters shall be subject to
      the
      reasonable approval of OncoVista,
      and
AVUG
      or
      Acquisition
      shall
      have furnished such counsel such documents as OncoVista may have reasonably
      requested for the purpose of enabling them to pass upon such
      matters.

    


    (e) At
      the
Effective
      Time there
      shall not be pending any legal proceeding relating to, or seeking to prohibit
      or
      otherwise challenge the consummation of, the transactions contemplated by this
      Agreement,
      or to
      obtain substantial damages with respect thereto.

     

    (f) There
      shall not have been any action taken, or any
      law,
      rule, regulation, order, judgment, or decree proposed,
      promulgated, enacted, entered, enforced, or deemed applicable to the
      transactions contemplated by this Agreement
      by
      any
      federal, state, local, or other governmental authority or by any court or other
      tribunal, including the entry of a preliminary or permanent injunction, which,
      in the reasonable judgment of OncoVista,
      (i)
      makes
      this Agreement,
      the
Merger,
      or any
      of the other transactions contemplated by this Agreement
      illegal,
      (ii)
      results
      in a delay in the ability of AVUG,
      Acquisition,
      or
OncoVista
      to
      consummate the Merger
      or
      any of
      the other transactions contemplated by this Agreement
      beyond
      December
      31,
      2007,
      or (iii)
      otherwise
      prohibits, restricts, or delays consummation of the Merger
      or
      any of
      the other transactions contemplated by this Agreement
      or
      impairs the contemplated benefits to the stockholders of OncoVista
      of
      this
Agreement,
      the
Merger,
      or any
      of the other transactions contemplated by this Agreement.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    (g) (i)
       If
      required, the OTC Bulletin Board shall, at or prior to the Effective
      Time,
      have
      approved the inclusion of the AVUG
      Common
      Stock to
      be
      issued in the Merger.

    


    (ii) The
      AVUG
      Common
      Stock shall
      be
      included for quotation on the OTC Bulletin Board.

     

    (h) The
      parties to this Agreement
      shall
      have obtained at or prior to the Effective
      Time all
      unconditional written approval to this Agreement
      and
      to
      the execution, delivery, and performance of this Agreement
      by
      each
      of them of relevant governmental authorities having jurisdiction over
AVUG,
      Acquisition,
      or
OncoVista
      or
      the
      subject matter of this Agreement.

    


    (i) At
      or
      prior to the Effective
      Time,
      if
      required, AVUG and
      Acquisition
      shall
      have made all filings, and taken all actions, necessary to comply with all
      applicable “blue-sky” laws with regard to the issuance of AVUG
      Common Stock as
      contemplated by this Agreement
      other
      than the filing of Form D up to 15 days following the Effective
      Time.
      Without
      limiting the generality of the foregoing, any prescribed periods within which
      a
“blue sky” or securities law administrator may disallow AVUG’s
      or
Acquisition’s
      notice
      of reliance on an exemption from such state’s requirements, shall have elapsed
      at or prior to the Effective
      Time.

    


    (j) The
      parties to this Agreement
      shall
      have obtained at or prior to the Effective
      Time all
      consents required for the consummation of the Merger
      and
      the
      other transactions contemplated by this Agreement
      from
      any
      unrelated third party to any contract,
      agreement, instrument, lease, license,
      arrangement, or understanding to which any of them is a party, or to which
      any
      of them or any of their
      respective businesses,
      properties, or assets are
      subject.

     

    (k) OncoVista
      shall
      conduct a due diligence review of AVUG
      and
      Acquisition
      and same
      shall be satisfactory in the reasonable opinion of OncoVista.

     

    
      
        VIII.
          ADDITIONAL
          TERMS OF ABANDONMENT

      

    

    


    Section
      8.01 Mandatory
      Abandonment.
      The
      Merger
      shall
      be
      abandoned or terminated if:

    


    (a) in
      the
      event that the meeting of stockholders of AVUG
      referred
      to in Section 3.01
      is
      required, the holders of at least a majority of the shares of AVUG
      Common
      Stock outstanding
      and entitled to vote at such meeting of stockholders shall not have voted in
      favor of the adoption and approval of this
      Agreement,
      the
Merger,
      and the
      other transactions contemplated hereby;
      or

     

    (b) the
      holders of at least a majority of the shares of OncoVista
      Common
      Stock outstanding
      and entitled to vote at the meeting of stockholders of OncoVista
      referred
      to in Section 3.01
      shall
      not
      have voted in favor of the adoption and approval of this
      Agreement,
      the
Merger,
      and the
      other transactions contemplated hereby.

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Section
      8.02 Optional
      Abandonment. In
      addition
      to the provisions of Article VII,
      the
Merger
      may
      be
      abandoned or terminated at or before the Effective
      Time notwithstanding
      adoption and approval of this
      Agreement,
      the
Merger,
      and the
      other transactions contemplated hereby by
      the
      stockholders of the parties hereto:

    


    (a) by
      mutual
      agreement of the Boards of Directors of AVUG,
      Acquisition,
      and
OncoVista;

    


    (b) at
      the
      option of AVUG’s
      and
Acquisition’s
      Boards
      of Directors or OncoVista’s
      Board
      of Directors, if the Effective
      Time shall
      not
      have occurred on or before December
      31,
      2007;


    


    (c) at
      the
      option of AVUG’s
      and
Acquisition’s
      Boards
      of Directors, if facts exist which render impossible compliance with one or
      more
      of the conditions set forth in Section 7.01
      and
      such
      are not waived by AVUG;
      and

     

    (d) at
      the
      option of OncoVista’s
      Board
      of Directors, if facts exist which render impossible compliance with one or
      more
      of the conditions set forth in Section 7.02
      and
      such
      are not waived by OncoVista.

    


    Section
      8.03 Effect
      of Abandonment.
      If
      the
      Merger
      is
      abandoned or terminated as provided for in Article VII
      or
      in
      this Article VIII,
      except
      for Sections 5.01(i),
      5.02(e)
      and 5.02(n), and Article IX,
      this
Agreement
      shall
      forthwith become wholly void and of no further force or effect without liability
      on the part of either party to this Agreement
      or
      on the
      part of any officer, director, controlling person (if any), employee, counsel,
      agent, or stockholder thereof; provided, however, that nothing in this Section
      8.03
      shall
      release AVUG,
      Acquisition,
      or
OncoVista
      or
      any
      officer, director, controlling person (if any), employee, counsel, agent, or
      stockholder thereof from liability for a willful failure to carry out its
      respective obligations under this Agreement.

     

    
      
        IX.
          MISCELLANEOUS

      

    

    


    Section
      9.01 Further
      Actions.
      At
      any
      time
      and from time to time, each party agrees, at its expense, to take such actions
      and to execute and deliver such documents as may be reasonably necessary to
      effectuate the purposes of this Agreement.

    


    Section
      9.02 Availability
      of Equitable Remedies.
      Since
      a
      breach
      of the provisions of this Agreement
      could
      not
      adequately be compensated by money damages, any party shall be entitled, either
      before or after the Effective
      Time,
      in
      addition to any other right or remedy available to it, to an injunction
      restraining such breach or threatened breach and to specific performance of
      any
      such provision of this Agreement,
      and, in
      either case, no bond or other security shall be required in connection
      therewith, and the parties hereby consent to the issuance of such an injunction
      and to the ordering of specific performance.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    Section
      9.03 Survival;
      Knowledge.
      The
      covenants,
      agreements, representations, and warranties contained in or made pursuant to
      this Agreement
      shall
      not
      survive the Effective
      Time,
      except
      for those contained in or made pursuant to Sections 2.01,
      and
      Article IX.
      The
      statements contained in any document executed by AVUG
      or
      Acquisition
      relating
      hereto or delivered to OncoVista
      in
      connection with the transactions
      contemplated hereby or
      thereby,
      or in
      any statement, certificate, or other instrument delivered by or on behalf of
      AVUG
      or
      Acquisition
      pursuant
      hereto or thereto or delivered to OncoVista
      in
      connection with the transactions
      contemplated hereby or
      thereby shall
      be
      deemed representations and warranties, covenants and agreements, or conditions,
      as the case may be, of AVUG
      and
      Acquisition
      hereunder
      for all purposes of this Agreement
      (including
      all statements, certificates, or other instruments delivered pursuant hereto
      or
      thereto or delivered in connection with this
      Agreement,
      the
Merger,
      or any
      of the other transactions
      contemplated hereby or
      thereby).
      The
      statements contained in any document executed by OncoVista
      relating
      hereto or delivered to AVUG
      or
      Acquisition
      in
      connection with the transactions
      contemplated hereby or
      thereby,
      or in
      any statement, certificate, or other instrument delivered by or on behalf of
      OncoVista
      pursuant
      hereto or thereto or delivered to AVUG
      or
      Acquisition
      in
      connection with the transactions
      contemplated hereby or
      thereby shall
      be
      deemed representations and warranties, covenants and agreements, or conditions,
      as the case may be, of OncoVista
      hereunder
      for all purposes of this Agreement
      (including
      all statements, certificates, or other instruments delivered pursuant hereto
      or
      thereto or delivered in connection with this
      Agreement,
      the
Merger,
      or any
      of the other transactions
      contemplated hereby or
      thereby).
      For
      the purposes of this Agreement,
      where
      an entity represents and warrants a fact “to
      its knowledge”
or
      “to
      the best of its knowledge”
it
      shall have imputed to its knowledge only the actual conscious awareness of
      facts
      or other information, without investigation, of the executive officers and
      the
      chief financial officer of the entity and its subsidiaries. Where an individual
      represents and warrants a fact “to
      the best of the individual’s knowledge”
the
      individual shall have imputed to that individual only the actual conscious
      awareness of facts or other information, without investigation, of that
      individual.

    


    Section
      9.04 Modification.
      This
      Agreement
      sets
      forth the entire understanding of the parties with respect to the subject matter
      hereof (except as provided in Section 9.03)
      and
      supersedes all existing agreements among them concerning such subject matter.
      This Agreement
      may
      be
      amended prior to the Effective
      Time (notwithstanding
      stockholder adoption and approval) by a written instrument executed by
AVUG,
      Acquisition,
      and
OncoVista
      with
      the
      approval of their respective Boards of Directors; provided, however, that no
      such amendment shall, without stockholder adoption and approval by an
      appropriate vote by stockholders of the Constituent
      Corporation whose
      stockholders have been adversely affected, change the number of shares of
AVUG
      Common Stock which
      may
      be issued pursuant to this Agreement,
      or
      materially and adversely affect the rights of AVUG
      or
      OncoVista
      stockholders.
      No amendment to accelerate or postpone the Effective
      Time shall
      be
      deemed to change such number of shares or affect adversely the rights of the
      AVUG
      or
      OncoVista
      stockholders.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Section
      9.05 Notices.
      All
      notices
      under this Agreement
      must
      be
      in writing and addressed, if to AVUG
      or
      Acquisition,
      to its
      corporate secretary, and if to OncoVista,
      to its
      chief executive officer. Any notice or other communication in connection with
      this Agreement
      shall
      be
      deemed to have been given (i)
      if
      personally delivered to a party, when so delivered, (ii)
      (A)
      if
      by
      certified mail, three business days after mailing or (B) if by Federal Express
      or other recognized next day carrier timely posted for next business day
      delivery, the next business day following such timely posting, to the address
      of
      such party set forth in the preamble to this Agreement
      (or
      to
      such other address as the party shall have furnished in writing in accordance
      with the provisions of this Section 9.05),
      or
      (iii) if by facsimile, once transmitted (provided that the appropriate answer
      back or telephonic confirmation is received), if to AVUG
      at
      14785
      Omicron Drive, Suite 104, San Antonio, Texas 78245 and
      if to
      OncoVista at
      14785
      Omicron Drive, Suite 104, San Antonio, Texas 78245.
      Either
      party may change the address or facsimile number to which notices or other
      communications hereunder are to be delivered by giving the other party notice
      in
      the manner set forth. 

    


    Section
      9.06 Waiver.
      Any
      waiver
      by
      any party of a breach of any term of this Agreement
      shall
      not
      operate as or be construed to be a waiver of any other breach of that term
      or of
      any breach of any other term of this Agreement.
      The
      failure of a party to insist upon strict adherence to any term of this
Agreement
      on
      one or
      more occasions will not be considered a waiver or deprive that party of the
      right thereafter to insist upon strict adherence to that term or any other
      term
      of this Agreement.
      Any
      waiver must be in writing and be authorized by a resolution of the Board of
      Directors or by an officer of the waiving party. No party shall have the right
      to waive compliance with Section 8.01,
      the
      second sentence of Section 9.04,
      or this
      sentence.

     

    Section
      9.07 Binding
      Effect.
      The
      provisions
      of this Agreement
      shall
      be
      binding upon and inure to the benefit of AVUG,
      Acquisition,
      and
OncoVista
      and
      their
      respective successors and assigns and shall inure to the benefit of each
indemnitee
      hereunder and
      its
      successors and assigns (if not a natural person) and his assigns, heirs, and
      personal representatives (if a natural person).

    


    Section
      9.08 No
      Third-Party
      Beneficiaries.
      This
      Agreement
      does
      not
      create, and shall not be construed as creating, any rights enforceable by any
      person not a party to this Agreement
      except
      for the OncoVista
      stockholders
      with respect to Sections 2.01,
      and
      except as provided in Section 9.07.

     

    Section
      9.09 Severability.
       If
      any
      provision of this Agreement
      is
      invalid, illegal, or unenforceable, the balance of this Agreement
      shall
      remain in effect, and if any provision is inapplicable to any person or
      circumstance, it shall nevertheless remain applicable to all other persons
      and
      circumstances, provided, however, that the economic and legal substance of
      the
      transactions contemplated by this Agreement
      are
      not
      affected in any way materially adverse to any party hereto.

    


    Section
      9.10 Headings.
      The
      headings
      in this Agreement
      are
      solely for convenience of reference and shall be given no effect in the
      construction or interpretation of this Agreement.

     

    
      
        
        

      

      
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    Section
      9.11 Counterparts;
      Governing Law.
      This
      Agreement
      may
      be
      executed in any number of counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument. It shall be governed by and construed in accordance with the laws
      of
      the State
      of
      Delaware,
      without
      giving effect to conflict of laws. Any action, suit, or proceeding arising
      out
      of, based on, or in connection with this Agreement,
      any
      document relating hereto or delivered in
      connection with the transactions contemplated hereby,
      any
      statement, certificate, or other instrument delivered by or on behalf of, or
      delivered to, any party hereto or thereto in
      connection with the transactions
      contemplated hereby or
      thereby,
      any
      breach of this Agreement
      or
      such
      other document,
      the Merger,
      or the
      other transactions
      contemplated hereby or
      thereby may
      be
      brought only in the state courts of the State of Delaware
      located in Kent
      County,
      or in
      the United
      States District Court for
      the
District
      of Delaware,
      and
      each
      party covenants and agrees not to assert, by way of motion, as a defense, or
      otherwise, in any such action, suit, or proceeding, any claim that it is not
      subject personally to the jurisdiction of such court if it has been duly served
      with process, that its property is exempt or immune from attachment or
      execution, that the action, suit, or proceeding is brought in an inconvenient
      forum, that the venue of the action, suit, or proceeding is improper, or that
      this Agreement
      or
      the
      subject matter hereof may not be enforced in or by such court.

     

    


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        37

        
          

        

      

      
        
        

      

    


    IN
      WITNESS
      WHEREOF,
      this
Agreement
      has
      been
      executed by duly authorized officers of each of the parties hereto as of the
      date first above written.

     

    
      
        	 	
                AVIATION
                  UPGRADE TECHNOLOGIES, INC.

              
	 	 
	 	
                By

              	
                /s/
                  Alexander L. Weis

              
	 	 	
                Name:
                  Alexander L. Weis, Ph.D.

              
	 	 	
                Title:
                  Chief Executive Officer

              
	 	 	 
	 	 	
                ONCOVISTA
                  ACQUISITION CORP.

              
	 	 	 
	 	
                By

              	
                /s/
                  Alexander L. Weis

              
	 	 	
                Name:
                  Alexander L. Weis, Ph.D.

              
	 	 	
                Title:
                  Chief Executive Officer

              
	 	 	 
	 	 	
                ONCOVISTA,
                  INC.

              
	 	 	 
	 	
                By

              	
                /s/
                  Alexander L. Weis

              
	 	 	
                Name:
                  Alexander L. Weis, Ph.D.

              
	 	 	
                Title:
                  Chief Executive
                  Officer