ex101.htm


    
      

      

    

    EXHIBIT
      10.1

    


     

    SECURITIES
      PURCHASE AGREEMENT

    


    This
      Securities Purchase Agreement (this “Agreement”) is
      dated as of September 10, 2007, by and among Universal Fog, Inc., a Delaware
      corporation (the “Company”), Thomas Bontems, a citizen
      and resident of the state of Arizona
      (“Bontems”), and Sun
      Xin, a resident and citizen of Harbin, Heilongjiang Province, People’s Republic
      of China (“Buyer”).

    


    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(1) and 4(2) of the Securities Act (as defined below), and Regulation
      S
      promulgated under the Securities Act, Bontems desires to sell to Buyer, and
      Buyer desires to purchase from Bontems the (i) number of shares of Common Stock
      representing at least 51.53% of the total issued and outstanding shares of
      Common Stock of the Company on a fully diluted basis (the “Shares”), and (ii)
      4,000,000 shares of Convertible Preferred Stock (the “Preferred
      Stock”).

    


    NOW,
      THEREFORE, in consideration of the mutual covenants contained in this
      Agreement, and for other good and valuable consideration the receipt and
      adequacy of which are hereby acknowledged, the Company, Bontems and Buyer agree
      as follows:

    


    ARTICLE
      I.


    DEFINITIONS

    


    1.1  
      Definitions. In addition to the terms defined elsewhere in this Agreement,
      for
      all purposes of this Agreement, the following terms have the meanings indicated
      in this Section 1.1:

    


    “Action”
      shall have the meaning ascribed to such term in Section
      3.1(i).

    


    “Affiliate”
      means any Person that, directly or indirectly through one or more
      intermediaries, controls or is controlled by or is under common control with
      a
      Person as such terms are used in and construed under Rule 144.

    


    “Asset
      Purchase Agreement” means that certain asset
      purchase agreement dated the date hereof pursuant to which the principals of
      the
      Company will acquire all of the assets of the Company at a second phase closing,
      assume all the liabilities of the Company at a first phase closing, and
      indemnify Buyer from and against any and all liabilities of the Company as
      such
      term is defined by generally accepted accounting principles.

    


    “Business
      Day” means any day except Saturday, Sunday and any day which shall
      be a federal legal holiday or a day on which banking institutions in the State
      of Delaware are authorized or required by law or other governmental action
      to
      close.

    


    “Closing”
      means the closing of the purchase and sale of the Shares and the Preferred
      Stock
      pursuant to Section 2.1 on September 10, 2007, or such other
      date as agreed to by the parties.

    


    “Closing
      Date” means the date of the Closing.

    


    “Commission”
      means the Securities and Exchange Commission.

    


    “Common
      Stock” means the Common Stock of the Company, par value $.0001 per
      share, and any securities into which such Common Stock may hereafter be
      reclassified.

    


    “Common
      Stock Equivalents” means any securities of the Company or the
      Subsidiaries which would entitle the holder thereof to acquire at any time
      Common Stock, including without limitation, any debt, preferred stock, rights,
      options, warrants or other instrument that is at any time convertible into
      or
      exchangeable for, or otherwise entitles the holder thereof to receive, Common
      Stock.

    


    “Company
      Counsel” means Vincent & Rees, L.C.

    


    “Disclosure
      Schedules” means the Disclosure Schedules attached
      hereto.

    


    “Exchange
      Act” means the Securities Exchange Act of 1934, as
      amended.

    


    “Indemnified
      Party” shall have the meaning ascribed to such term Section
      5.13(b).

    


    “Indemnifying
      Party” shall have the meaning ascribed to such term in Section
      5.13(b).

    


    “Intellectual
      Property Rights” shall have the meaning ascribed to such term in
      Section 3.1(n).

    


    
      
        
        

      

      
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          1
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    "Investor
      Securities" means the Shares and the Preferred Stock.

    


    “Liens”
      means a lien, charge, security interest, encumbrance, right of first refusal
      or
      other restriction.

    


    “Material
      Adverse Effect” shall have the meaning ascribed to such term in
Section 3.1(b).

    


    “Material
      Permits” shall have the meaning ascribed to such term in
Section 3.1(l).

    


    “Person”
      means an individual or corporation, partnership, trust, incorporated or
      unincorporated association, joint venture, limited liability company, joint
      stock company, government (or an agency or subdivision thereof) or other entity
      of any kind.

    


    “Preferred
      Stock” means those 4,000,000 shares of Convertible Preferred Stock,
      par value $.0001, which are convertible into one share of common stock and
      which
      are insulated from the impact of a forward or reverse stock split or other
      recapitalization.

    


    “Purchase
      Price” means the aggregate sum of
      $500,000.00.

    


    “Registration
      Statement” means that certain registration
      statement on Form SB-2 with a registration number of 333-128831, and
      post-effective amendment No. 1 thereto, which was filed with the Commission
      on
      October 5, 2005 and extended by the Commission pursuant to a post effective
      order on July 13, 2007.

    


    “Rule 144”
      means Rule 144 promulgated by the Commission pursuant to the Securities
      Act, as such Rule may be amended from time to time, or any similar rule or
      regulation hereafter adopted by the Commission having substantially the same
      effect as such Rule.

    


    “SEC
      Reports” shall have the meaning ascribed to such term in
Section 3.1(g).

    


    “Securities
      Act” means the Securities Act of 1933, as amended.

    


    “Shares”
      means the shares of Common Stock purchased by Buyer pursuant to this
      Agreement.

    


    “Subsidiary”
      shall have the meaning ascribed to such term in
Section 3.1(a).

    


     “Trading
      Day” means (i) a day on which the Common Stock is traded on a
      Trading Market, or (ii) if the Common Stock is not quoted on a Trading
      Market, a day on which the Common Stock is quoted in the over-the-counter market
      as reported by the National Quotation Bureau Incorporated (or any similar
      organization or agency succeeding to its functions of reporting price);
      provided, that in the event that the Common Stock is not listed or quoted as
      set
      forth in (i), and (ii) hereof, then Trading Day shall mean a Business
      Day.

    


    “Trading
      Market” means the following markets or exchanges on which the
      Common Stock is listed or quoted for trading on the date in question: the OTC
      Bulletin Board.

    


    “Transaction
      Documents” means this Agreement and any and all other documents or
      agreements executed in connection with the transactions contemplated
      hereunder.

    


    “Transaction
      Securities” means the Shares and the Preferred Stock.

    


    ARTICLE
      II.


    PURCHASE
      AND SALE

    


    2.1  
      Closing. On the terms and subject to the conditions set forth in this Agreement,
      at the Closing, Bontems shall sell to Buyer and Buyer shall purchase from
      Bontems  subject to Section 2.3, (i) the number of Shares set forth
      opposite Buyer’s name on the signature page hereto, and (ii) 4,000,000 shares of
      Preferred Stock. Upon satisfaction of the conditions set forth in
      Section 2.2, the Closing shall occur at the offices the Company located at
      1808 South 1st
      Avenue, Phoenix, Arizona 85003, or such other location as the parties shall
      mutually agree.

    


    
      
        
        

      

      
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      2.2   Closing Conditions.

     

    
      a)          At
        the Closing, as a condition to Buyer’s obligations hereunder, Bontems shall
        deliver or cause to be delivered to:

       

      
        	
                (i)  

              	
                Buyer,
                  a certificate or certificates for the number of shares of Common
                  Stock set
                  forth opposite the name of Buyer on the signature page hereof,
                  duly
                  endorsed in blank with a medallion signature
                  guaranty;

              


      

      
        	
                (ii)  

              	
                subject
                  to Section 2.3, Buyer, a certificate for 4,000,000 shares of
                  Preferred Stock, duly endorsed in blank with a medallion signature
                  guaranty;

              


      

      
        	
                (iii)  

              	
                Buyer,
                  this Agreement duly executed by the
                  Company;

              


      

      
        	
                (iv)  

              	
                Buyer,
                  evidence satisfactory that the principals of the Company have acquired
                  all
                  of the assets and liabilities of the Company pursuant to the Asset
                  Purchase Agreement;

              


      

      
        	
                (v)  

              	
                Buyer,
                  evidence satisfactory that the Registration Statement has been
                  withdrawn
                  pursuant to Rule 477 under the Securities
                  Act.

              


      

      


      b)         at
        the Closing, as a condition to Bontems’ obligations hereunder, Buyer shall
        deliver or cause to be delivered to Bontems the following:

      


      
        	
                (i)  

              	
                this
                  Agreement duly executed by Buyer;
                  and

              


      

      
        	
                (ii)  

              	
                Buyer’s
                  payment for the Shares and Preferred Stock being purchased from
                  the escrow
                  account by wire transfer;

              


      

      


      
        	
                             c)  

              	
                at
                  the Closing, as a condition to each party’s obligations hereunder, all
                  representations and warranties of each of the parties herein shall
                  remain
                  true and correct in all material respects as of the Closing
                  Date.

              


      

      


      
        	
                d)    
                      

              	
                as
                  of the Closing Date, as a condition to the Buyer’s obligations hereunder,
                  there shall have been no Material Adverse Effect (other than pursuant
                  to
                  the Asset Purchase Agreement) with respect to the Company since
                  the date
                  hereof.

              


      

      


      
        	
                e)  
                        

              	
                from
                  the date hereof to the Closing Date, and as a condition to the
                  Buyer’s
                  obligations, (i) trading in the Common Stock shall not have been
                  suspended
                  by the Commission (except for any suspension of trading of limited
                  duration agreed to by the Company, which suspension shall be terminated
                  prior to Closing); (ii) trading in securities generally shall not
                  have
                  been suspended or limited, or minimum prices shall not have been
                  established on securities whose trades are reported by such service,
                  or on
                  any Trading Market; and (iii) no banking moratorium shall have
                  been
                  declared either by the United States or New York State
                  authorities.

              


      

      


      2.3    
        Escrow Provisions. Pending the sale of the Shares and the Preferred Stock,
        all
        funds paid hereunder shall be deposited by Buyer in escrow with Vincent &
Rees, L.C. (the “Escrow Agent”) pursuant to an escrow agreement
        by and among the Escrow Agent, Bontems, and Buyer (the “Escrow
        Agreement”). On the Closing Date, the Escrow Agent shall deliver to the
        Buyer the Shares and Preferred Stock, and the balance of the Purchase Price
        to
        Bontems.

      


      2.4    
        Certificates. Subject to Section 2.3 Buyer hereby authorizes and directs
        Bontems, upon the Closing, to deliver certificates representing the Shares
        and
        Preferred Stock to Buyer pursuant to this Agreement to Buyer’s address indicated
        in this Agreement.

      


      ARTICLE
        III.

      REPRESENTATIONS
        AND WARRANTIES

      
         

        3.1    
          Representations and Warranties of the Company. Except as set forth under
          the
          corresponding section of the Disclosure Schedules delivered concurrently
          herewith, the Company and Bontems, jointly and severally, hereby make the
          following representations and warranties as of the date hereof and as of
          the
          Closing Date to Buyer:

        


        
          	
                  a)  

                	
                  Subsidiaries.
                    Other than as disclosed in the SEC Reports, the Company has no
                    direct or
                    indirect subsidiaries (a “Subsidiary” and
                    collectively, the “Subsidiaries”). The Company
                    owns, directly or indirectly, all or the majority of the capital
                    stock of
                    each Subsidiary free and clear of any Liens, and all the issued
                    and
                    outstanding shares of capital stock of each Subsidiary are validly
                    issued
                    and are fully paid, non-assessable and free of preemptive and
                    similar
                    rights.

                


        

        


        
          	
                  b)  

                	
                  Organization
                    and Qualification. Each of the Company and the Subsidiaries is an
                    entity duly incorporated or otherwise organized, validly existing
                    and in
                    good standing under the laws of the jurisdiction of its incorporation
                    or
                    organization (as applicable), with the requisite corporate power
                    and
                    authority to own and use its properties and assets and to carry
                    on its
                    business as currently conducted. Neither the Company nor any
                    Subsidiary is
                    in violation of any of the provisions of its respective certificate
                    or
                    articles of incorporation, bylaws or other organizational or
                    charter
                    documents. Each of the Company and the Subsidiaries is duly qualified
                    to
                    conduct business and is in good standing as a foreign corporation
                    or other
                    entity in each jurisdiction in which the nature of the business
                    conducted
                    or property owned by it makes such qualification necessary (as
                    applicable), except where the failure to be so qualified or in
                    good
                    standing (as applicable), as the case may be, would not result
                    in
                    (i) a material adverse effect on the legality, validity or
                    enforceability of any Transaction Document, (ii) a material adverse
                    effect on the results of operations, assets, business or financial
                    condition of the Company and the Subsidiaries, taken as a whole,
                    or
                    (iii) a material adverse effect on the Company’s ability to perform
                    in any material respect on a timely basis its obligations under
                    any
                    Transaction Document (any of (i), (ii) or (iii), a
                    “Material Adverse
                    Effect”).

                


        

         

        
          
            
            

          

          
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                  c)  

                	
                  Authorization;
                    Enforcement; Validity. The Company has the requisite corporate power
                    and authority to enter into and to consummate the transactions
                    contemplated by each of the Transaction Documents and Bontems
                    has the
                    authority to enter into and to consummate the transactions contemplated
                    by
                    each of the Transactions Documents and otherwise to carry out
                    their
                    obligations thereunder. The execution and delivery of each of
                    the
                    Transaction Documents by the Company and Bontems and the consummation
                    by
                    them of the transactions contemplated thereby have been duly
                    authorized by
                    all necessary action on the part of the Company and Bontems and
                    no further
                    corporate action or other  action is required by the Company or
                    Bontems in connection therewith. Each Transaction Document has
                    been (or
                    upon delivery will have been) duly executed by the Company and
                    Bontems
                    and, when delivered in accordance with the terms hereof, will
                    constitute
                    the valid and binding obligation of the Company and Bontems enforceable
                    against the Company and Bontems in accordance with its terms
                    except (i) as
                    limited by applicable bankruptcy, insolvency, reorganization,
                    moratorium
                    and other laws of general application affecting enforcement of
                    creditors’
                    rights generally, and (ii) as limited by laws relating to the
                    availability
                    of specific performance, injunctive relief or other equitable
                    remedies.

                


        

        


        
          	
                  d)  

                	
                  No
                    Conflicts. The execution, delivery and performance of the Transaction
                    Documents by the Company and Bontems and the consummation by
                    Bontems of
                    the transactions contemplated thereby, do not and will not
                    (i) conflict with or violate any provision of the Company’s or any
                    Subsidiary’s certificate or articles of incorporation, certificates of
                    designation (or similar document related to preferred stock),
                    bylaws
                    and/or other organizational or charter documents, or (ii) conflict
                    with, or constitute a default (or an event that with notice or
                    lapse of
                    time or both would become a default) under, or give to others
                    any rights
                    of termination, amendment, acceleration or cancellation (with
                    or without
                    notice, lapse of time or both) of, any agreement, credit facility,
                    debt or
                    other instrument (evidencing a Company or Subsidiary debt or
                    otherwise),
                    or other understanding to which the Company or any Subsidiary
                    is a party
                    or by which any property or asset of the Company or any Subsidiary
                    is
                    bound or affected, or (iii) result in a violation of any law, rule,
                    regulation, order, judgment, injunction, decree or other restriction
                    of
                    any court or governmental authority to which the Company or a
                    Subsidiary
                    is subject (including federal and state securities laws and regulations),
                    or by which any property or asset of the Company or a Subsidiary
                    is bound
                    or affected, except in the case of each of clauses (ii) and (iii),
                    such as
                    would not result in a Material Adverse
                    Effect.

                


        

        


        
          	
                  e)  

                	
                  Filings,
                    Consents and Approvals. The Company is not required to obtain any
                    consent, waiver, authorization or order of, give any notice to,
                    or make
                    any filing or registration with, any court or other federal,
                    state, local
                    or other governmental authority or other Person in connection
                    with the
                    execution, delivery and performance by Bontems of the Transaction
                    Documents, other than file a current report on Form 8-K under
                    the Exchange
                    Act.

                


        

        


        
          	
                  f)  

                	
                  Capitalization.
                    Except as set forth in the SEC Reports, the capitalization of
                    the Company
                    is as described in the Company’s most recent periodic report filed with
                    the Commission. Except as set forth in the SEC Reports, the Company
                    has
                    not issued any capital stock since such filing other than shares
                    pursuant
                    to its registration statement on Form SB-2.  No Person has any
                    right of first refusal, preemptive right, right of participation,
                    or any
                    similar right to participate in the transactions contemplated
                    by the
                    Transaction Documents. Except as a result of the purchase and
                    sale of the
                    Securities, for employee stock options under the Company’s stock option
                    plans, or otherwise as reflected in the SEC Reports, there are
                    no
                    outstanding options, warrants (other than the Hahn Warrant to
                    purchase
                    2,000,000 shares of Common Stock), script rights to subscribe
                    to, calls or
                    commitments of any character whatsoever relating to, or securities,
                    rights
                    or obligations convertible into or exchangeable for, or giving
                    any Person
                    any right to subscribe for or acquire, any shares of Common Stock,
                    or
                    contracts, commitments, understandings or arrangements by which
                    the
                    Company or any Subsidiary is or may become bound to issue additional
                    shares of Common Stock, or securities or rights convertible or
                    exchangeable into shares of Common Stock. The sale of the Securities
                    will
                    not obligate Bontems to sell shares of Common Stock or Preferred
                    Stock
                    other securities to any Person (other than Buyer) and will not
                    result in a
                    right of any holder of Company securities to adjust the exercise,
                    conversion, exchange or reset price under such
                    securities.

                


        

        


        
          	
                  g)  

                	
                  SEC
                    Reports; Financial Statements. The Company has filed all reports
                    required to be filed by it under the Securities Act and the Exchange
                    Act,
                    including pursuant to Section 13(a) or
                    Section 15(d) of the Exchange Act, for the two (2) years
                    preceding the date hereof (or such shorter period as the Company
                    was
                    required by law to file such material) (the foregoing materials,
                    including
                    the exhibits thereto, being collectively referred to herein as
                    the
                    “SEC Reports” and, together with the Disclosure
                    Schedules to this Agreement, the “Disclosure
                    Materials”). As of their respective dates, the SEC Reports
                    complied in all material respects with the requirements of the
                    Securities
                    Act and the Exchange Act and the rules and regulations of the
                    Commission
                    promulgated thereunder, as applicable, and none of the SEC Reports,
                    when
                    filed, contained any untrue statement of a material fact or omitted
                    to
                    state a material fact required to be stated therein or necessary
                    in order
                    to make the statements therein, in light of the circumstances
                    under which
                    they were made, not misleading. The financial statements of the
                    Company
                    included in the SEC Reports comply in all material respects with
                    applicable accounting requirements and the rules and regulations
                    of the
                    Commission with respect thereto as in effect at the time of filing.
                    Such
                    financial statements have been prepared in accordance with generally
                    accepted accounting principles applied on a consistent basis
                    during the
                    periods involved (“GAAP”), except as may be
                    otherwise specified in such financial statements or the notes
                    thereto and
                    except that unaudited financial statements may not contain all
                    footnotes
                    required by GAAP, and fairly present in all material respects
                    the
                    financial position of the Company and its consolidated subsidiaries
                    as of
                    and for the dates thereof and the results of operations and cash
                    flows for
                    the periods then ended, subject, in the case of unaudited statements,
                    to
                    normal, immaterial, year-end audit
                    adjustments.

                


        

        


        
          	
                  h)  

                	
                  Material
                    Changes. Since the date of the latest audited financial statements
                    included within the SEC Reports, except as disclosed in the SEC
                    Reports
                    and as contemplated by the Asset Purchase Agreement, (i) there has
                    been no event, occurrence or development that has had or that
                    could
                    reasonably be expected to result in a Material Adverse Effect,
                    (ii) the Company has not incurred any material liabilities
                    (contingent or otherwise) other than (A) trade payables and accrued
                    expenses incurred in the ordinary course of business consistent
                    with past
                    practice and (B) liabilities not required to be reflected in
                    the Company's
                    financial statements pursuant to GAAP or required to be disclosed
                    in
                    filings made with the Commission, (iii) the Company has not altered
                    its method of accounting, (iv) the Company has not declared or made
                    any dividend or distribution of cash or other property to its
                    holders of
                    Common Stock or purchased, redeemed or made any agreements to
                    purchase or
                    redeem any shares of its capital stock and (v) the Company has not
                    issued any equity securities to any officer, director or Affiliate,
                    except
                    pursuant to the usual and ordinary course of business and the
                    existing
                    Company stock option plans. The Company does not have pending
                    before the
                    Commission any request for confidential treatment of
                    information.

                


        

         

        
          
            
            

          

          
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                  i)  

                	
                  Litigation.
                    Except as disclosed in the SEC Reports or on Schedule 3.1(i)
                    hereto, there
                    is no action, suit, inquiry, notice of violation, proceeding
                    or
                    investigation pending or, to the knowledge of the Company, threatened
                    against or affecting the Company, any Subsidiary or any of their
                    respective properties before or by any court, arbitrator, governmental
                    or
                    administrative agency and/or regulatory authority (federal, state,
                    county,
                    local or foreign) (collectively, an “Action”)
                    which (i) adversely affects or challenges the legality, validity or
                    enforceability of any of the Transaction Documents and/or the
                    Transaction
                    Securities or (ii) could, if there were an unfavorable decision, have
                    or reasonably be expected to result in a Material Adverse Effect.
                    Neither
                    the Company nor any Subsidiary, nor, to the knowledge of the
                    Company, any
                    director or officer thereof, except as disclosed in the SEC Reports,
                    is or
                    has been the subject of any Action involving a claim of violation
                    of or
                    liability under federal or state securities laws or a claim of
                    breach of
                    fiduciary duty could result in a Material Adverse
                    Effect.  Except as disclosed in the SEC Reports, to the
                    knowledge of the Company, there is not pending or contemplated
                    any
                    investigation by the Commission and/or other entity involving
                    the Company
                    or any current or former director or officer of the Company.
                    The
                    Commission has not issued any stop order or other order suspending
                    the
                    effectiveness of any registration statement filed by the Company
                    or any
                    Subsidiary under the Exchange Act or the Securities
                    Act.

                


        

        


        
          	
                  j)  

                	
                  Labor
                    Relations. No material labor dispute exists or, to the knowledge of
                    the Company, is imminent with respect to any of the employees
                    of the
                    Company which could reasonably be expected to result in a Material
                    Adverse
                    Effect.

                


        

        


        
          	
                  k)  

                	
                  Compliance.
                    Except as disclosed in the SEC Reports, neither the Company nor
                    any
                    Subsidiary (i) is in default under or in violation of (and no event
                    has occurred that has not been waived that, with notice or lapse
                    of time
                    or both, would result in a default by the Company or any Subsidiary
                    under), nor has the Company or any Subsidiary received notice
                    of a claim
                    that it is in default under or that it is in violation of, any
                    indenture,
                    loan or credit agreement or any other agreement or instrument
                    to which it
                    is a party or by which it or any of its properties is bound (whether
                    or
                    not such default or violation has been waived), (ii) is in violation
                    of any order of any court, arbitrator or governmental body, or
                    (iii) is or has been in violation of any statute, rule or regulation
                    of any governmental authority, including without limitation all
                    foreign,
                    federal, state and local laws applicable to its business, except
                    in the
                    case of clauses (i), (ii) and (iii) as would not result in a
                    Material Adverse Effect.

                


        

        


        
          	
                  l)  

                	
                  Regulatory
                    Permits. The Company and the Subsidiaries possess all certificates,
                    authorizations and permits issued by the appropriate federal,
                    state, local
                    or foreign regulatory authorities necessary to conduct their
                    respective
                    businesses as described in the SEC Reports, except where the
                    failure to
                    possess such permits would not have or reasonably be expected
                    to result in
                    a Material Adverse Effect (“Material Permits”),
                    and neither the Company nor any Subsidiary has received any notice
                    of
                    proceedings relating to the revocation or modification of any
                    Material
                    Permit.

                


        

        


        
          	
                  m)  

                	
                  Title
                    to Assets. The Company and the Subsidiaries have good and marketable
                    title in fee simple to all real property owned by them that is
                    material to
                    the business of the Company and the Subsidiaries, taken as a
                    whole, and
                    good and marketable title in all personal property owned by them
                    that is
                    material to the business of the Company and the Subsidiaries,
                    taken as a
                    whole, in each case free and clear of all Liens, except for Liens
                    as do
                    not materially affect the value of such property and do not materially
                    interfere with the use made and proposed to be made of such property
                    by
                    the Company and the Subsidiaries and Liens for the payment of
                    federal,
                    state or other taxes, the payment of which is neither delinquent
                    nor
                    subject to penalties.  Any real property and facilities held
                    under lease by the Company and the Subsidiaries are held by them
                    under
                    valid, subsisting and enforceable leases with which the Company
                    and the
                    Subsidiaries are in material
                    compliance.

                


        

        


        
          	
                  n)  

                	
                  Patents
                    and Trademarks. To the knowledge of the Company and each Subsidiary,
                    the Company and the Subsidiaries have, or have rights to use,
                    all patents,
                    patent applications, trademarks, trademark applications, service
                    marks,
                    trade names, copyrights, licenses and other similar rights that
                    are
                    necessary or material for use in connection with their respective
                    businesses as described in the SEC Reports and which the failure
                    to so
                    have would result in a Material Adverse Effect (collectively,
                    the
                    “Intellectual Property Rights”). Neither the
                    Company nor any Subsidiary has received a written notice that
                    the
                    Intellectual Property Rights used by the Company or any Subsidiary
                    violates or infringes the rights of any Person. To the knowledge
                    of the
                    Company, all such Intellectual Property Rights are
                    enforceable.

                


        

        


        
          	
                  o)  

                	
                  Transactions
                    With Affiliates and Employees. Except as set forth in the SEC Reports
                    and the Asset Purchase Agreement, none of the officers, directors
                    and/or
                    employees of the Company and the Subsidiaries are, to the knowledge
                    of the
                    Company, a party to any transaction with the Company or any Subsidiary
                    (other than for services as employees, officers and directors),
                    including
                    any contract, agreement or other arrangement providing for the
                    furnishing
                    of services to or by, providing for rental of real or personal
                    property to
                    or from, or otherwise requiring payments to or from any officer,
                    director
                    or such employee or, to the knowledge of the Company, any entity
                    in which
                    any officer, director, or any such employee has a substantial
                    interest or
                    is an officer, director, trustee or partner, in each case in
                    excess of
                    $60,000 other than (a) for payment of salary or consulting fees for
                    services rendered, (b) reimbursement for expenses incurred on behalf
                    of the Company and (c) for other employee benefits, including stock
                    option agreements under any stock option plan of the
                    Company.

                


        

        


        
          	
                  p)  

                	
                  Internal
                    Accounting Controls. The Company and each of its subsidiaries
                    maintains a system of internal accounting controls sufficient
                    to provide
                    reasonable assurance that (i) transactions are executed in accordance
                    with
                    management’s general or specific authorizations, (ii) transactions are
                    recorded as necessary to permit preparation of financial statements
                    in
                    conformity with GAAP and to maintain asset accountability, (iii)
                    access to
                    assets is permitted only in accordance with management’s general or
                    specific authorization, and (iv) the recorded accountability
                    for assets is
                    compared with the existing assets at reasonable intervals and
                    appropriate
                    action is taken with respect to any differences.  The Company
                    has established disclosure controls and procedures (as defined
                    in Exchange
                    Act Rules 13a-14 and 15d-14) for the Company and designed such
                    disclosure
                    controls and procedures to ensure that material information relating
                    to
                    the Company, including its Subsidiaries, is made known to the
                    certifying
                    officers by others within those entities, particularly during
                    the period
                    in which the Company's Form 10-SB or 10-QSB, as the case may
                    be, is being
                    prepared.

                


        

         

        
          
            
            

          

          
            -
              5
              -

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  q)  

                	
                  Certain
                    Fees. The Company has not entered into an agreement to pay any
                    brokerage or finder’s fees or commissions to any person including, but not
                    limited to, any broker, financial advisor or consultant, finder,
                    placement
                    agent, investment banker, bank or other Person with respect to
                    the
                    transactions contemplated by this Agreement. Buyer shall have
                    no
                    obligation with respect to any fees or with respect to any claims
                    made by
                    or on behalf of other Persons for fees of a type contemplated
                    in this
                    Section that may be due in connection with the transactions contemplated
                    by this Agreement, except to the extent Buyer made an agreement
                    to make
                    any such payment to George Raney & Associates,
                    Inc.

                


        

        


        
          	
                  r)  

                	
                  Regulation
                    S Offering. Assuming the accuracy of Buyer’s Regulation S
                    representations and warranties set forth in Section 3.2(c), no
                    registration under the Securities Act is required for the offer
                    and sale
                    of the Investor Securities by Bontems to Buyer as contemplated
                    hereby. The
                    sale of the Investor Securities hereunder does not contravene
                    the rules
                    and regulations of the Trading
                    Market.

                


        

        


        
          	
                  s)  

                	
                  Application
                    of Takeover Protections. The Company and its Board of Directors have
                    taken all necessary action, if any is available, in order to
                    render
                    inapplicable any control share acquisition, business combination,
                    poison
                    pill (including any distribution under a rights agreement) or
                    other
                    similar anti-takeover provision under the Company's Certificate
                    of
                    Incorporation (or similar charter documents) or the laws of its
                    state of
                    incorporation that is or could become applicable to the Buyer
                    as a result
                    of the Buyer and the Company fulfilling their obligations or
                    exercising
                    their rights under the Transaction Documents, including without
                    limitation
                    the Bontem’s sale of the Transaction Securities and Buyer’s ownership of
                    the Investor Securities.

                


        

        


        
          	
                  t)  

                	
                  Registration
                    Rights.  No person has any right to cause the Company to
                    effect the registration under the Securities Act of any securities
                    of the
                    Company.

                


        

        


        
          	
                  u)  

                	
                  Right
                    of First Refusal. No person, firm or other business entity is a party
                    to any agreement, contract or understanding, written or oral
                    entitling
                    such party to a right of first refusal with respect to offerings
                    of
                    securities by the Company.

                


        

        


        
          	
                  v)  

                	
                  Disclosure.
                    The Company confirms that, neither the Company nor any other
                    Person acting
                    on its behalf has provided any of Buyer or their agents or counsel
                    with
                    any information that constitutes or might constitute material,
                    non-public
                    information. The Company understands and confirms that Buyer
                    will rely on
                    the foregoing representations and covenants in effecting transactions
                    in
                    securities of the Company. All disclosure provided to Buyer regarding
                    the
                    Company, its business and the transactions contemplated hereby,
                    including
                    the Disclosure Schedules to this Agreement, furnished by or on
                    behalf of
                    the Company are true and correct and do not contain any untrue
                    statement
                    of a material fact or omit to state any material fact necessary
                    in order
                    to make the statements made therein, in light of the circumstances
                    under
                    which they were made, not
                    misleading.

                


        

        


        
          	
                  w)  

                	
                  Conduct
                    of Business. Since December 31, 2006 and except as otherwise stated in
                    the SEC Reports, the Company has not (a) incurred
                    any debts, obligations or liabilities, absolute, accrued, contingent
                    or
                    otherwise, whether due or to become due, except current liabilities
                    incurred in the usual and ordinary course of business, having
                    a Material
                    Adverse Effect, (b) made or suffered any changes in its contingent
                    obligations by way of guaranty, endorsement (other than the endorsement
                    of
                    checks for deposit in the usual and ordinary course of business),
                    indemnity, warranty or otherwise, (c) discharged or satisfied
                    any liens
                    other than those securing, or paid any obligation or liability
                    other than,
                    current liabilities shown on the balance sheet dated as at December
                    31,
                    2006 and forming part of the SEC Reports, and current liabilities
                    incurred
                    since December 31, 2006, in each case in the usual and ordinary
                    course of
                    business, (d) mortgaged, pledged or subjected to lien any of
                    its assets,
                    tangible or intangible, (e) sold, transferred or leased any of
                    its assets
                    except in the usual and ordinary course of business, (f) cancelled
                    or
                    compromised any debt or claim, or waived or released any right,
                    of
                    material value, (g) suffered any physical damage, destruction
                    or loss
                    (whether or not covered by insurance) adversely affecting the
                    properties
                    or business of the Company, (h) entered into any transaction
                    other than in
                    the usual and ordinary course of business except for this Agreement
                    and
                    the related agreements referred to herein, (i) encountered any
                    labor
                    difficulties or labor union organizing activities, (j) made or
                    granted any
                    wage or salary increase or entered into any employment agreement,
                    (k)
                    issued or sold any shares of capital stock or other securities
                    or granted
                    any options with respect thereto (except pursuant to the Registration
                    Statement), or modified  any equity security of the Company, (l)
                    declared or paid any dividends on or made any other distributions
                    with
                    respect to, or purchased or redeemed, any of its outstanding
                    equity
                    securities, (m) suffered or experienced any change in, or condition
                    affecting, its condition (financial or otherwise), properties,
                    assets,
                    liabilities, business operations or results of operations other
                    than
                    changes, events or conditions in the usual and ordinary course
                    of its
                    business, having (either by itself or in conjunction with all
                    such other
                    changes, events and conditions) a Material Adverse Effect, (n)
                    made any
                    change in the accounting principles, methods or practices followed
                    by it
                    or depreciation or amortization policies or rates theretofore
                    adopted, or
                    (o) entered into any agreement or otherwise obligated itself,
                    to do any of
                    the foregoing.

                


        

        


        3.2    
          Representations and Warranties of Buyer. Buyer hereby represents and warrants
          as
          of the date hereof and as of the Closing Date to the Company and Bontems,
          acknowledging that the Company and Bontems are relying upon the accuracy
          and
          completeness of the representations and warranties set forth
          herein:

        


        
          	
                  a)  

                	
                  Organization;
                    Authority. Buyer, if not a natural person, is an entity duly
                    organized, validly existing and in good standing under the laws
                    of the
                    jurisdiction of its organization with full right, corporate or
                    partnership
                    power and authority to enter into and to consummate the transactions
                    contemplated by the Transaction Documents and otherwise to carry
                    out its
                    obligations thereunder. The execution, delivery and performance
                    by Buyer
                    of the transactions contemplated by this Agreement has been duly
                    authorized by all necessary corporate or similar action on the
                    part of
                    Buyer. Each Transaction Document to which it is a party has been
                    duly
                    executed by Buyer, and when delivered by Buyer in accordance
                    with the
                    terms hereof, will constitute the valid and legally binding obligation
                    of
                    Buyer, enforceable against it in accordance with its
                    terms.

                


        

        


        
          	
                  b)  

                	
                  Investment
                    Intent. Buyer understands that the Investor Securities are “restricted
                    securities” and have not been registered under the Securities Act or any
                    applicable state securities law and it is acquiring the Investor
                    Securities as principal for its own account for investment
                    purposes.

                


        

         

        
          
            
            

          

          
            -
              6
              -

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  c)  

                	
                  Regulation
                    S Representations, Warranties and Covenants. Buyer represents and
                    warrants to, and covenants with, the Company and Bontems, as
                    follows:

                


        

        


        
          	
                  (1)  

                	
                  Buyer
                    is not a U.S. person and is not acquiring the shares of common
                    stock of
                    UFOG for the account or for the benefit of any U.S. person and
                    is not a
                    U.S. person who purchased the shares of common stock in a transaction
                    that
                    did not require registration under the Securities
                    Act.

                


        

        
          	
                  (2)  

                	
                  Buyer
                    agrees to resell such common stock only in accordance with the
                    provisions
                    of Regulation S, pursuant to registration under the Securities
                    Act, or
                    pursuant to an available exemption from
                    registration.

                


        

        
          	
                  (3)  

                	
                  Buyer
                    agrees not to engage in hedging transactions with regard to such
                    securities unless in compliance with the Securities
                    Act.

                


        

        
          	
                  (4)  

                	
                  Buyer
                    consents to the certificate for the shares of common stock of
                    UFOG to
                    contain a legend to the effect that transfer is prohibited except
                    pursuant
                    to registration under the Securities Act, or pursuant to an available
                    exemption from registration, and that hedging transactions involving
                    the
                    shares of common stock may not be conducted unless in compliance
                    with the
                    Securities Act.

                


        

        
          	
                  (5)  

                	
                  Buyer
                    acknowledges that the Company has agreed to refuse to register
                    any
                    transfer of the shares of common stock not made pursuant to registration
                    under the Securities Act, or pursuant to an available exemption
                    from
                    registration.

                


        

        
          	
                  (6)  

                	
                  Buyer
                    covenants and represents and warrants in favor of the Company
                    that all of
                    the representations and warranties set forth herein shall be
                    true and
                    correct at the time of Closing as if made on that
                    date.

                


        

        


        
          	
                  d)  

                	
                  Buyer
                    Status. At the time Buyer was offered the Shares and Preferred
                    Stock,
                    it was, and at the date hereof it is an “accredited investor” as defined
                    in Rule 501(a) under the Securities Act. Buyer is not, and is
                    not required
                    to be, registered as a broker-dealer under Section 15 of the
                    Exchange Act.
                    In making an investment decision as to whether to purchase the
                    Shares and
                    Preferred Stock offered hereby, Buyer has relied solely upon
                    the SEC
                    Reports and the representation and warranties of the Company
                    contained
                    herein. Buyer has had the opportunity to ask questions of, and
                    receive
                    answers from, representatives of the Company concerning the Company
                    and
                    the officers and all such questions have been asked and answered
                    by the
                    Company to the satisfaction of the
                    Buyer.

                


        

        


        
          	
                  e)  

                	
                  Experience
                    of Buyer. Buyer, either alone or together with its representatives,
                    has such knowledge, sophistication and experience in business
                    and
                    financial matters so as to be capable of evaluating the merits
                    and risks
                    of the prospective investment in the Investor Securities, and
                    has so
                    evaluated the merits and risks of such investment. Buyer is able
                    to bear
                    the economic risk of an investment in the Investor Securities
                    and, at the
                    present time, is able to afford a complete loss of such
                    investment.

                


        

        


        
          	
                  f)  

                	
                  General
                    Solicitation. Buyer is not purchasing the Shares and Preferred Stock
                    as a result of any advertisement, article, notice or other communication
                    regarding the Securities published in any newspaper, magazine
                    or similar
                    media or broadcast over television or radio or presented at any
                    seminar or
                    any other general solicitation or general
                    advertisement.

                


        

        


        
          	
                  g)  

                	
                  No
                    Conflicts. Neither the execution and delivery of this Agreement and/or
                    any Transaction Document, nor the consummation of the Transactions
                    contemplated hereby, will violate any constitution, statute,
                    regulation,
                    rule, injunction, judgment, order, decree, ruling, charge, or
                    other
                    restriction of any government, governmental agency, or court
                    to which
                    Buyer is subject or any provision of its organizational documents
                    or other
                    similar governing instruments.

                


        

        


        
          	
                  h)  

                	
                  No
                    Advice. Buyer understands that nothing in this Agreement or any
                    other
                    materials presented to Buyer in connection with the purchase
                    and sale of
                    the Investor Securities constitutes legal, tax or investment
                    advice. Buyer
                    has consulted such legal, tax and investment advisors as it,
                    in its sole
                    discretion, has deemed necessary or appropriate in connection
                    with its
                    purchase of the Investor
                    Securities.

                


        

        


        
          	
                  i)  

                	
                  No
                    Litigation, Etc. There is no action, suit, proceeding, judgment, claim
                    or investigation pending or, to the knowledge of the Buyer, threatened
                    against the Buyer which could reasonably be expected in any manner
                    to
                    challenge or seek to prevent, enjoin, alter or materially delay
                    any of the
                    transactions contemplated by the Transaction
                    Documents.

                


        

        


        
          	
                  j)  

                	
                  Approvals.
                    The execution, delivery and performance by Buyer of this Agreement
                    and the
                    Transaction Documents to which it is a party, and the consummation
                    of the
                    transactions set forth herein require no material action by or
                    in respect
                    of, or material filing with, any governmental body, agency, official
                    or
                    authority, by Buyer other than (i) any filings, authorizations,
                    consents
                    and approvals as may be required under the Hart-Scott-Rodino
                    Improvements
                    Act of 1976, as amended; (ii) the filing by Buyer with the Commission
                    of
                    such reports under the Exchange Act as may be required in connection
                    with
                    this Agreement, the Transaction Documents and the transactions
                    contemplated hereby, and (iii) any filings required by the securities
                    or
                    blue sky laws of the various
                    states.

                


        

        


        The
          Company and Bontems acknowledge and agree that Buyer does not make or has
          not
          made any representations or warranties with respect to the transactions
          contemplated hereby other than those specifically set forth in this Section
          3.2 and Section 4.1.

        


        
          
            
            

          

          
            -
              7
              -

            
              

            

          

          
            
            

          

        

         

         

        ARTICLE
          IV.

        OTHER
          AGREEMENTS OF THE PARTIES

         

        4.1    
          Transfer Restrictions.

        


        
          	
                  a)  

                	
                  The
                    Investor Securities may only be disposed of in compliance with
                    state and
                    federal securities laws.

                


        

        


        
          	
                  b)  

                	
                  Buyer
                    agrees to the imprinting of a legend on any of the Investor Securities
                    in
                    the following form:

                


        

        


        THESE
          SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
          OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION
          FROM
          REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
          OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
          SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
          NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
          IN
          ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
          OPINION
          OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
          BE
          REASONABLY ACCEPTABLE TO THE COMPANY. HEDGING TRANSACTIONS INVOLVING THE
          SHARES
          AND COMMON STOCK INTO WHICH THE PREFERRED STOCK IS CONVERTIBLE MAY NOT
          BE
          CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

        


        4.2    
          Furnishing of Information. Until the date Buyer does not own any Investor
          Securities, the Company covenants and agrees to timely file (or obtain
          extensions in respect thereof and file within the applicable grace period)
          all
          reports required to be filed by the Company after the date hereof pursuant
          to
          the Exchange Act. Upon the request of any such holder of Investor Securities,
          the Company shall deliver to such holder a written certification of a duly
          authorized officer as to whether it has complied with the preceding sentence.
          Until the date that Buyer does not own any Investor Securities, if the
          Company
          is not required to file reports pursuant to the Exchange Act, it will prepare
          and furnish to Buyer and make publicly available in accordance with
          Rule 144(c) such information as is required for Buyer to sell any
          Shares and Preferred Stock under Rule 144. The Company further covenants
          and agrees that it will take such further action as any holder of Investor
          Securities may reasonably request, all to the extent required from time
          to time
          to enable such person to sell any Shares and Preferred Stock without
          registration under the Securities Act within the limitation of the exemptions
          provided by Rule 144.

         

                
          4.3     Non-Public Information. The Company covenants and
          agrees that neither it nor any other Person acting on its behalf will provide
          Buyer or its agents or counsel with any information that the Company believes
          constitutes material non-public information, unless prior thereto Buyer
          shall
          have executed a written agreement regarding the confidentiality and use
          of such
          information. The Company understands and confirms that Buyer shall be relying
          on
          the foregoing representations in effecting transactions in securities of
          the
          Company.

            

           
           4.4      Reimbursement. If any Buyer
          becomes involved in any capacity in any proceeding by or against any Person
          who
          is a stockholder of the Company (except as a result of sales, pledges, margin
          sales and similar transactions by Buyer to or with any current stockholder),
          solely as a result of Buyer's acquisition of the Securities under this
          Agreement, and provided any such person has complied with all laws, rules
          and
          regulations and is not in breach of any of its representations, warranties,
          or
          agreements made in any of the Transaction Documents, the Company will reimburse
          Buyer for its reasonable legal and other expenses (including the cost of
          any
          investigation preparation and travel in connection therewith) incurred
          in
          connection therewith, as such expenses are incurred. The reimbursement
          obligations of the Company under this paragraph shall be in addition to
          any
          liability which the Company may otherwise have, shall extend upon the same
          terms
          and conditions to any Affiliates of Buyer who are actually named in such
          action,
          proceeding or investigation, and partners, directors, agents, employees
          and
          controlling persons (if any), as the case may be, of  Buyer and any
          such Affiliate, and shall be binding upon and inure to the benefit of any
          successors, assigns, heirs and personal representatives of the Company,
          Buyer
          and any such Affiliate and any such Person. The Company also agrees that
          neither
          Buyer nor any such Affiliates, partners, directors, agents, employees or
          controlling persons shall have any liability to the Company or any Person
          asserting claims on behalf of or in right of the Company solely as a result
          of
          acquiring the Securities under this Agreement, provided such person has
          complied
          with all laws, rules and regulations and is not in breach of any of its
          representations, warranties and agreements made in any of the Transaction
          Documents.

        


          4.5    
          Reservation of Common Stock. As of the date hereof, the Company has reserved
          and
          the Company shall continue to reserve and keep available at all times,
          free of
          preemptive rights, a sufficient number of shares of Common Stock for the
          purpose
          of enabling the Company to sell the Shares, and issue the shares of common
          stock
          issuable upon conversion of the Preferred Stock.

        


         
          4.6     Listing of Common Stock. The Company hereby
          agrees to use its best efforts to maintain the listing of the Common Stock
          on
          its current Trading Market, and promptly file with the Trading Market to
          list
          the shares issuable upon conversion of the Preferred Stock on the Trading
          Market. The Company further agrees, if the Company applies to have the
          Common
          Stock traded on any other Trading Market, it will include in such application
          the Shares, common stock issuable upon conversion of the Preferred Stock,
          and
          will take such other action as is necessary or desirable in the opinion
          of Buyer
          to cause the Shares and common stock issuable upon conversion of the Preferred
          Stock to be listed on such other Trading Market as promptly as possible.
          The
          Company will take all action reasonably necessary to continue the listing
          and
          trading of its Common Stock on its current Trading Market and will use
          its best
          efforts to comply in all material respects with the Company’s reporting, filing
          and other obligations under the bylaws or rules of the Trading
          Market.

        


         
          4.7     Indemnification by Buyer. Buyer agrees to indemnify
          and hold harmless the Company, and its officers, directors, agents,
          representatives, shareholders and employees and each of their respective
          affiliates, and Bontems, in his individual capacity, from and against any
          and
          all losses, liabilities, obligations, claims, contingencies, damages, costs
          and
          expenses, including all judgments, amounts paid in settlements, court costs
          and
          reasonable attorneys' fees and costs of investigation that any such party
          may
          suffer or incur which are caused by or arise out of (i) any material
          misrepresentation or material breach or default in the performance by it
          of any
          covenant or agreement made by it in this Agreement or in any of the Transaction
          Documents; (ii) any material misrepresentation or material breach of warranty
          or
          representation made by it in this Agreement or in any of the Transaction
          Documents or, (iii) any cause of action, suit or claim brought or made
          against
          such Indemnified Party and arising out of or resulting from the execution,
          delivery, performance or enforcement of the Transaction Documents executed
          pursuant hereto by any of the Indemnified Parties.  Notwithstanding
          anything to the contrary provided herein or elsewhere, the liability of
          Buyer
          under this Section 4.7 shall be limited to the amount paid by Buyer
          pursuant hereto to purchase the Investor Securities, and the procedures
          and
          timing for indemnification by Buyer under this Section 4.7 shall follow
          the procedures and provisions of Sections 5.13(b) and (c),
mutatis mutandis, with respect to indemnification by the
          Company of the Buyer.

        


        
          
            
            

          

          
            -
              8
              -

            
              

            

          

          
            
            

          

        

         

         

         
          4.8     Reporting Obligations. So long as Buyer beneficially
          owns any Investor Securities, the Company shall continue to file or furnish
          pursuant to the Exchange Act or the Securities Act, and the Company shall
          use
          commercially reasonable best efforts to maintain its status as an issuer
          required to file such reports under the Exchange Act.

        


         
          4.9     No Assets or Liabilities at Closing. Bontems
          represents, warrants and agrees with Buyer that as of the conclusion of
          the
          First Phase Closing and the Second Phase Closing under the Asset Purchase
          Agreement, the Company shall have no “assets” or “liabilities” (other than the
          Humankind and affiliate assets and liabilities) as such terms are defined
          by
          generally accepted accounting principles consistently applied. It is the
          intention of the parties that all of the assets and liabilities of the
          Company
          shall have been transferred from the Company to the principals of the Company
          (or a company which they control) at the Second Phase Closing and First
          Phase
          Closing, respectively. In addition, Bontems represents, warrants and agrees
          with
          Buyer that as of the Closing, the stock of Universal Fog, Inc., an Arizona
          corporation, shall be conveyed to the principals of the Company (or a company
          which they control), and all of the liabilities (as previously defined)
          of
          Universal Fog, Inc., an Arizona corporation, shall have been assumed by
          such
          principals or their corporation, and such principals or their corporation
          shall,
          jointly and severally, indemnify and hold harmless the Buyer against any
          all
          liabilities of the Company and Universal Fog, Inc., an Arizona
          corporation..

        


        4.10    
          Cancellation of Convertible Preferred Stock. The parties agree that the
          4,000,000 shares of Convertible Preferred Stock shall be cancelled by the
          Company upon receipt by Buyer, and the Buyer shall caused to be issued
          1,938,800
          shares of common stock to Bontems, and 2,061,200 shares of common stock
          to the
          Buyer within two weeks of the date hereof.

      

      
        


        ARTICLE
          V.

        MISCELLANEOUS

        


        5.1     Fees
          and Expenses. Except as otherwise set forth in this Agreement, each party
          shall
          pay the fees and expenses of its advisers, counsel, accountants and other
          experts, if any, and all other expenses incurred by such party incident
          to the
          negotiation, preparation, execution, delivery and performance of this Agreement.
          Bontems shall pay all stamp and other taxes and duties levied in connection
          with
          the sale of the Securities.

        


          
          5.2     Entire Agreement. The Transaction Documents,
          together with any exhibits and any schedules thereto, contain the entire
          understanding of the parties with respect to the subject matter hereof
          and
          supersede all prior agreements and understandings, oral or written, with
          respect
          to such matters, which the parties acknowledge have been merged into such
          documents, exhibits and schedules.

        


        5.3  
            Notices. Any and all notices or other communications or deliveries
          required or permitted to be provided hereunder shall be in writing and
          shall be
          deemed given and effective on (a) the next Business Day, if sent by U.S.
          nationally recognized overnight courier service for next day priority delivery,
          or (b) upon actual receipt by the party to whom such notice is required to
          be given. The address for such notices and communications to the Company
          and
          Bontems shall be as set forth below and for Buyer shall be as set forth
          on the
          signature pages attached hereto.

        


        
          	
                   

                	
                  If
                    to the Company:

                


        

        


        Universal
          Fog, Inc.

        1808
          South 1st
          Avenue

        Phoenix,
          Arizona  85003

        Attn:
          Thomas Bontems

        


        
          	
                   

                	
                  If
                    to Bontems:

                


        

        


        c/o
          Universal Fog, Inc.

        1808
          South 1st
          Avenue

        Phoenix,
          Arizona  85003

        


        5.4
             Amendments; Waivers. No provision of this Agreement may be waived
          or amended except in a written instrument signed, in the case of an amendment,
          by the Company, Bontems and Buyer or, in the case of a waiver, by the party
          against whom enforcement of any such waiver is sought. No waiver of any
          default
          with respect to any provision, condition or requirement of this Agreement
          shall
          be deemed to be a continuing waiver in the future or a waiver of any subsequent
          default or a waiver of any other provision, condition or requirement hereof,
          nor
          shall any delay or omission of either party to exercise any right hereunder
          in
          any manner impair the exercise of any such right.

        


          
          5.5     Construction. The headings herein are for
          convenience only, do not constitute a part of this Agreement and shall not
          be deemed to limit or affect any of the provisions hereof. The language
          used in
          this Agreement will be deemed to be the language chosen by the parties
          to
          express their mutual intent, and no rules of strict construction will be
          applied
          against any party.

        


        
          
            
            

          

          
            -
              9
              -

            
              

            

          

          
            
            

          

        

         

         

          
          5.6     Successors and Assigns. This Agreement shall be
          binding upon and inure to the benefit of the parties and their successors
          and permitted assigns. The Company and Bontems may not assign this Agreement
          or
          any rights or obligations hereunder without the prior written consent of
          Buyer.
          Buyer, however, may assign any or all of its Investor Securities and/or
          rights
          under this Agreement to any Person, provided such transferee agrees in
          writing
          to be bound, with respect to the transferred Investor Securities and otherwise,
          by the provisions hereof that apply to Buyer.

        


        5.7    No
          Third-Party Beneficiaries. This Agreement is intended for the benefit of
          the parties hereto and their respective successors and permitted assigns
          and is not for the benefit of, nor may any provision hereof be enforced
          by, any
          other Person.

        


        5.8    Governing
          Law. This Agreement shall be governed by and construed in accordance with
          the
          internal laws of the State of Delaware without regard to the conflicts
          of laws
          principles thereof. The parties hereto hereby irrevocably agree that any
          suit or
          proceeding arising directly and/or indirectly pursuant to or under this
          Agreement shall be brought solely in a federal or state court located in
          the
          City of Wilmington, State of Delaware. By its execution hereof, the parties
          hereby covenant and irrevocably submit to the in personam
          jurisdiction of the federal and state courts located in the City of Wilmington,
          State of Delaware and agree that any process in any such action may be
          served
          upon any of them personally, or by certified mail or registered mail upon
          them
          or their agent, return receipt requested, with the same full force and
          effect as
          if personally served upon them in Wilmington, Delaware. The parties hereto
          waive
          any claim that any such jurisdiction is not a convenient forum for any
          such suit
          or proceeding and any defense or lack of in personam jurisdiction with
          respect thereto. In the event of any such action or proceeding, the party
          prevailing therein shall be entitled to payment from the other party hereto
          of
          its reasonable counsel fees and disbursements.

        


        5.9    Survival.
          The representations, warranties, agreements and covenants contained herein
          shall survive the Closing and delivery of the Shares and Preferred Stock
          for a
          period of twelve (12) months.

        


        5.10  Execution.
          This Agreement may be executed in two or more counterparts, all of which
          when
          taken together shall be considered one and the same agreement and shall
          become
          effective when counterparts have been signed by each party and delivered
          to the
          other party, it being understood that both parties need not sign the same
          counterpart. In the event that any signature is delivered by facsimile
          transmission, such signature shall create a valid and binding obligation
          of the
          party executing (or on whose behalf such signature is executed) with the
          same
          force and effect as if such facsimile signature page were an original
          thereof.

        


        5.11
           Severability. If any provision of this Agreement is held to be invalid
          or
          unenforceable in any respect, the validity and enforceability of the remaining
          terms and provisions of this Agreement shall not in any way be affected
          or
          impaired thereby and the parties will attempt to agree upon a valid and
          enforceable provision that is a reasonable substitute therefor, and upon
          so
          agreeing, shall incorporate such substitute provision in this
          Agreement.

        


        5.12
           Remedies. In addition to being entitled to exercise all rights provided
          herein or granted by law, including recovery of damages, Buyer, the Company
          and
          Bontems will be entitled to specific performance under the Transaction
          Documents. The parties agree that monetary damages may not be adequate
          compensation for any loss incurred by reason of any breach of obligations
          described in the foregoing sentence and hereby agrees to waive in any action
          for
          specific performance of any such obligation the defense that a remedy at
          law
          would be adequate.

        


        5.13   Indemnification
          by the Company and Bontems. The Company and Bontems shall, notwithstanding
          any
          termination of this Agreement, indemnify and hold harmless Buyer, the officers,
          directors, agents and employees of it, each Person who controls Buyer (within
          the meaning of Section 15 of the Securities Act or Section 20 of the
          Exchange Act) and the officers, directors, agents and employees of each
          such
          controlling Person, to the fullest extent permitted by applicable law,
          from and
          against any and all losses, claims, damages, liabilities, costs (including,
          without limitation, reasonable attorneys' fees) and expenses (including
          the cost
          (including without limitation, reasonable attorneys’ fees) and expenses relating
          to an Indemnified Party’s (as defined below) actions to enforce the provisions
          of this Section 5.13) (collectively, “Losses”),
          as incurred, to the extent arising out of or relating to (i) any material
          misrepresentation or material breach of any representation or warranty
          made by
          the Company or Bontems in the Transaction Documents, or, (ii) any material
          breach of any covenant, agreement or obligation of the Company or Bontems
          contained in the Transaction Documents, or (iii) any cause of action, suit
          or
          claim brought or made against such Indemnified Party and arising out of
          or
          resulting from the execution, delivery, performance or enforcement of the
          Transaction Documents executed pursuant hereto by any of the Indemnified
          Parties. If the indemnification provided for in this Section 5.13 is held
          by a court of competent jurisdiction to be unavailable to an Indemnified
          Party
          with respect to any Losses, then the Indemnifying Party (as defined below),
          in
          lieu of indemnifying such Indemnified Party hereunder, shall contribute
          to the
          amount paid or payable by such Indemnified Party as a result of Losses
          in such
          proportion as is appropriate to reflect the relative fault of the Indemnifying
          Party on the one hand and of the Indemnified Party on the other in connection
          with the actions or omissions that resulted in such Losses as well as any
          other
          relevant equitable considerations.  The Company and Bontems shall
          notify Buyer promptly of the institution, threat or assertion of any proceeding
          of which the Company or Bontems is aware in connection with the transactions
          contemplated by this Agreement.

        


        
          	
                  a.  

                	
                  Conduct
                    of Indemnification Proceedings. If any proceeding shall be brought or
                    asserted against any Person entitled to indemnity hereunder (an
                    “Indemnified Party”), such Indemnified Party shall
                    promptly notify the Company (the “Indemnifying
                    Party”) in writing, and the Indemnifying Party shall have
                    the
                    right to assume the defense thereof, including the employment
                    of counsel
                    reasonably satisfactory to the Indemnified Party and the payment
                    of all
                    fees and expenses incurred in connection with defense thereof;
                    provided, however, that the failure of any Indemnified Party
                    to give such notice shall not relieve the Indemnifying Party
                    of its
                    obligations or liabilities pursuant to this Agreement, except
                    (and only)
                    to the extent that it shall be finally judicially determined
                    by a court of
                    competent jurisdiction (which determination is not subject to
                    appeal or
                    further review) that such failure shall have materially and adversely
                    prejudiced the Indemnifying Party.

                


        

         

        
          
            
            

          

          
            -
              10
              -

            
              

            

          

          
            
            

          

        

         

         

         

        An
          Indemnified Party shall have the right to employ separate counsel in any
          such
          proceeding and to participate in the defense thereof, but the fees and
          expenses
          of such counsel shall be at the expense of such Indemnified Party or Parties
          unless: (1) the Indemnifying Party has agreed in writing to pay such fees
          and
          expenses; (2) the Indemnifying Party shall have failed promptly to assume
          the
          defense of such proceeding and to employ counsel reasonably satisfactory
          to such
          Indemnified Party in any such proceeding; or (3) the named parties to any
          such
          proceeding (including any impleaded parties) include both such Indemnified
          Party
          and the Indemnifying Party, and such Indemnified Party shall have been
          advised
          by counsel that a conflict of interest is likely to exist if the same counsel
          were to represent such Indemnified Party and the Indemnifying Party (in
          which
          case, if such Indemnified Party notifies the Indemnifying Party in writing
          that
          it elects to employ separate counsel at the expense of the Indemnifying
          Party,
          the Indemnifying Party shall not have the right to assume the defense thereof
          and the reasonable fees and expenses of one separate counsel for all Indemnified
          Parties in any matters related on a factual basis shall be at the expense
          of the
          Indemnifying Party). The Indemnifying Party shall not be liable for any
          settlement of any such proceeding affected without its written consent,
          which
          consent shall not be unreasonably withheld. No Indemnifying Party shall,
          without
          the prior written consent of the Indemnified Party, effect any settlement
          of any
          pending proceeding in respect of which any Indemnified Party is a party,
          unless
          such settlement includes an unconditional release of such Indemnified Party
          from
          all liability on claims that are the subject matter of such
          proceeding.

        


        
          	
                  b.  

                	
                  Timing
                    of Payments. All reasonable fees and expenses of the Indemnified Party
                    (including reasonable fees and expenses to the extent incurred
                    in
                    connection with investigating or preparing to defend such proceeding
                    in a
                    manner not inconsistent with this Section 5.13 shall be paid to the
                    Indemnified Party, as incurred, within ten (10) Trading Days
                    of written
                    notice thereof to the Indemnifying Party; provided, however,
                    that the Indemnified Party shall promptly reimburse the Indemnifying
                    Party
                    for that portion of such fees and expenses applicable to such
                    actions for
                    which such Indemnified Party is not entitled to indemnification
                    hereunder,
                    determined based upon the relative faults of the
                    parties.

                


        

        

 

         

         

        IN
          WITNESS WHEREOF, the parties hereto have caused this Securities
          Purchase Agreement to be duly executed by their respective authorized
          signatories as of the date first indicated above.

        


        


        UNIVERSAL
          FOG, INC.

        


        


        By:
          /s/Thomas Bontems

            Thomas
          Bontems

            Chief
          Executive Officer

        


        


        THOMAS
          BONTEMS

        


        


        /s/ THOMAS
          BONTEMS

        (In
          His Individual
          Capacity)

      

       

       

      
        


        
          
            
              
              

            

            
              -
                11
                -

              
                

              

            

            
              
              

            

          

        

        
 

         

        BUYER
          SIGNATURE PAGE

        


        


        


        SUN
          XIN

        


        


        /s/
          SUN XIN

        (In
          His
          Individual Capacity)

        


         

        No.
          33
          An Kang Jie, Dao Li Qu, Harbin, Heilongjiang Province, PRC

        Address

        


        


        


        Aggregate
          Number of
          Shares:                                                                22,000,545

         

        Dollar
          Amount of
          Shares:                                                                           $500,000

      

       

       

      
        


        
          
            
              
              

            

            
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                12
                -