Unassociated Document


    

      Execution
        Copy

    

    


    STOCK
      PURCHASE AGREEMENT

    


    


    THIS
      STOCK PURCHASE AGREEMENT (“Agreement”) is made as of the 21st day of June, 2007
      by and among Captech Financial Group, Inc., a Florida corporation (the
“Company”), John Raby, an individual having an address at 2261 Dailey Street,
      Superior, Colorado 80027 (the “Stockholder”), and Boo Koo Beverages, Inc., a
      Texas corporation (“BBI”).

    


    Recitals

    


    A. BBI
      wish
      to purchase from the Stockholder and the Stockholder wishes to sell to BBI,
      upon
      the terms and conditions stated in this Agreement, subject to the reduction
      described in Section 2 of this Agreement, 1,488,134 shares of the Company’s
      Common Stock, no par value (together with any securities into which such shares
      may be reclassified, the “Common Stock”) owned by the Stockholder (the
“Shares”), for the consideration set forth in Section 2 of this Agreement; and


    


    B. Immediately
      following the consummation of the transactions contemplated by the terms of
      this
      Agreement, BBI and an entity to be formed as a subsidiary of the Company
      (“Merger Sub”) shall consummate a merger (the “Merger”) pursuant to the terms of
      an Agreement and Plan of Merger (the “Merger Agreement”) to be entered into
      among the Company, BBI and Merger Sub following the date of this
      Agreement.

    


    In
      consideration of the mutual promises made herein and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto agree as follows:

    


    1. Definitions.
      In
      addition to those terms defined above and elsewhere in this Agreement, for
      the
      purposes of this Agreement, the following terms shall have the meanings set
      forth below:

    


    “Affiliate”
      shall mean (a) with respect to an individual, any member of such individual’s
      family including lineal ancestors and descendents; (b) with respect to an
      entity, any officer, director, stockholder, partner, manager, investor or holder
      of an ownership interest of or in such entity or of or in any Affiliate of
      such
      entity; and (c) with respect to a Person, any Person which directly or
      indirectly, through one or more intermediaries, controls, is controlled by,
      or
      is under common control with such Person or entity.

    


    “Agreement”
      shall have the meaning set forth in the preamble to this Agreement.

    


    “BBI”
      shall have the meaning set forth in the preamble to this Agreement.

    


    “Benefit
      Arrangement” means each (i) employee benefit plan, as defined in Section 3(3) of
      ERISA, (ii) employment contract and (iii) bonus, deferred compensation,
      incentive compensation, performance compensation, stock purchase, stock option,
      stock appreciation, restricted stock, phantom stock, savings, profit sharing,
      severance, termination pay (other than statutory or common law requirements
      for
      reasonable notice), health or other medical, salary continuation, cafeteria,
      dependent care, vacation, sick leave, holiday pay, fringe benefit,
      reimbursement, life insurance, disability or other (whether insured or
      self-insured) insurance, supplementary unemployment, pension retirement,
      supplementary retirement, welfare or other plan, program, policy or arrangement,
      whether written or unwritten, formal or informal, which any current or former
      employee, consultant or director of the Company, the Company’s Subsidiaries or
      any ERISA Affiliate participated or participates in or was or is covered under,
      or was or is otherwise a party, and with respect to which the Company, the
      Company’s Subsidiaries or any ERISA Affiliate is or ever was a sponsor or
      participating employer, or had or has an obligation to make contributions,
      or
      was or is otherwise a party.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Capital
      Stock” shall have the meaning set forth in Section 4.6 of this
      Agreement.

    


    “Capital
      Stock Equivalents” shall have the meaning set forth in Section 4.6 of this
      Agreement.

    


    “Closing”
      shall have the meaning set forth in Section 3 of this Agreement.

    


    “Closing
      Date” shall have the meaning set forth in Section 3 of this
      Agreement.

    


    “Code”
      shall have the meaning set forth in the recitals of this Agreement.

    


    “Common
      Stock” shall have the meaning set forth in the recitals to this
      Agreement.

    


    “Company”
      shall have the meaning set forth in the preamble to this Agreement.

    


    “Company
      Subsidiary” shall have the meaning set forth in Section 4.7 of this
      Agreement.

    


    “Contingent
      Obligation” as to any Person shall mean the undrawn face amount of any letters
      of credit issued for the account of such Person and shall also mean any
      obligation of such Person guaranteeing or having the economic effect of
      guaranteeing any Indebtedness, leases, dividends, letters of credit or other
      obligations (“Primary Obligations”) of any other Person (the “Primary Obligor”)
      in any manner, whether directly or indirectly, including, without limitation,
      any obligation of such Person, whether or not contingent, (a) to purchase any
      such Primary Obligation or any property constituting direct or indirect security
      therefor, (b) to advance or supply funds (i) for the purchase or payment of
      any
      such Primary Obligation or (ii) to maintain working capital or equity capital
      of
      the Primary Obligor or otherwise to maintain the financial condition or solvency
      of the Primary Obligor, (c) to purchase property, securities or services
      primarily for the purpose of assuring the obligee under any such Primary
      Obligation of the ability of the Primary Obligor to make payment of such Primary
      Obligation, or (d) otherwise to assure or hold harmless the obligee under such
      Primary Obligation against loss in respect thereof; provided, however, that
      the
      term Contingent Obligation shall not include endorsements of instruments for
      deposit or collection in the ordinary course of business.

    


    “Contracts”
      shall mean all contracts, leases, subleases, notes, bonds, mortgages,
      indentures, Permits and Licenses, non-competition agreements, joint venture
      or
      partnership agreements, powers of attorney, purchase orders, and all other
      agreements, arrangements and other instruments, in each case whether written
      or
      oral, to which such Person is a party or by which any of them or any of its
      assets are bound.

     

    
      
        
        

      

      
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    “Environmental
      Claim” shall mean any summons, citation, directive, information request, notice
      of potential responsibility, notice of violation or deficiency, order, claim,
      complaint, investigation, proceeding, judgment, letter or other communication,
      written or oral, actual or threatened, from the United States Environmental
      Protection Agency or other federal, state, local or foreign agency or authority,
      or any other entity or individual, public or private, concerning (a) any
      intentional or unintentional act or omission which involves Regulated Substances
      on or off the property of a Person which might result in such Person incurring
      a
      liability; (b) the imposition of any Lien on property, including, but not
      limited to, Liens asserted by any Government Entity in connection with a
      remedial action to the presence or release of Regulated Substances; or (c)
      any
      alleged violation of or responsibility under Environmental Laws which could
      result in a Person incurring a liability.

    


    “Environmental
      Law” shall mean any Law relating to the assessment, investigation, remediation,
      reduction or control of exposure to or other regulation of pollutants,
      contaminants, chemicals, wastes or other material in order to (1) protect human
      health and safety and the environment, including ambient air, soil, surface
      water, ground water, wetlands, land or subsurface strata and natural resources,
      (2) provide for worker safety and health, (3) regulate the emission, discharge,
      release or threat thereof of pollutants, contaminants, substances, chemicals,
      wastes or other material into the environment, or otherwise relating to the
      manufacture, generation, processing, distribution, use, treatment, storage,
      disposal, transport or handling of pollutants, contaminants, substances,
      chemicals, wastes or other material.

    


    “ERISA”
      shall mean the Employee Retirement Income Security Act of 1974, as
      amended.

    


    “ERISA
      Affiliate” shall mean any entity which has ever been considered a single
      employer with The Company or BBI, as the case may be, under Section 4001(b)
      of
      ERISA or Section 414(b), (c), (m) or (o) of the Code.

    


    “Financial
      Statements” shall have the meaning set forth in Section 4.10 of this
      Agreement.

    


    “Governmental
      Approval” shall mean the consent, approval, order or authorization of, or
      registration, declaration or filing with any court, administrative agency or
      commission or other Governmental Entity, authority or instrumentality, domestic
      or foreign.

    


    “Governmental
      Entity” means the government of the United States of America, any other nation
      or any political subdivision thereof, whether foreign, state or local, and
      any
      agency, authority, instrumentality, regulatory body, court, tribunal,
      arbitrator, central bank or other entity exercising executive, legislative,
      judicial, taxing, regulatory or administrative powers or functions of or
      pertaining to government. 

     

    
      
        
        

      

      
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    “Indebtedness”
      shall mean as to any Person and whether recourse is secured by or is otherwise
      available against all or only a portion of the assets of such Person and whether
      or not contingent, but without duplication: (a) every obligation of such Person
      for money borrowed; (b) every obligation of such Person evidenced by bonds,
      debentures, notes or other similar instruments, including obligations incurred
      in connection with the acquisition of property, assets or businesses; (c) every
      reimbursement obligation of such Person with respect to letters of credit,
      bankers’ acceptances or similar facilities issued for the account of such
      Person; (d) every obligation of such Person issued or assumed as the deferred
      purchase price of property or services (including securities repurchase
      agreements but excluding trade accounts payable or accrued liabilities arising
      in the ordinary course of business which are not more than 120 days overdue
      or
      which are being contested in good faith by appropriate proceedings and for
      which
      adequate reserves have been provided in accordance with GAAP); (e) every Capital
      Lease Obligation of such Person; (f) any obligation of such Person to pay any
      discount, interest, fees, indemnities, penalties, recourse, expenses or other
      amounts in connection with any sales by such Person unless such sales are on
      a
      non-recourse basis (as to collectibility) of (i) accounts or general intangibles
      for money due or to become due, (ii) chattel paper, instruments or documents
      creating or evidencing a right to payment of money or (iii) other receivables,
      whether pursuant to a purchase facility or otherwise, other than in connection
      with the disposition of the business operations of such Person relating thereto
      or a disposition of defaulted receivables for collection and not as a financing
      arrangement; (g) every obligation of such Person under any forward contract,
      futures contract, swap, option or other financing agreement or arrangement
      (including, without limitation, caps, floors, collars and similar agreements),
      the value of which is dependent upon interest rates, currency exchange rates,
      commodities or other indices (a “derivative contract”); (h) every obligation in
      respect of Indebtedness of any other entity (including any partnership in which
      such Person is a general partner) to the extent that such Person is liable
      therefor as a result of such Person’s ownership interest in or other
      relationship with such entity, except to the extent that the terms of such
      Indebtedness provide that such Person is not liable therefor and such terms
      are
      enforceable under applicable law; and (i) every Contingent Obligation of such
      Person with respect to Indebtedness of another Person.

    


    “Intellectual
      Property” shall mean all trade names, trademarks (whether or not registered),
      service marks, patents and copyrights (including any registrations or pending
      applications for registration of any of the foregoing), trade secrets,
      inventions, processes, formulae, technology, technical data, information,
      know-how and other proprietary intellectual property, and all licenses or other
      rights relating to any of the foregoing that are attributable to the conduct
      of,
      used in, or related to, the operations of a Person and its
      subsidiaries.

    


    “Inventories”
      shall mean shall mean all inventory, merchandise, finished goods, raw materials,
      work-in-process, packaging, supplies and similar personal property owned by
      the
      Company and held or stored by or for the Company or in transit in connection
      therewith (including, without limitation, held or stored for the Company at
      warehouses owned by third parties), for use in the operation of its business
      as
      of a particular date, whether or not recorded on its books or financial records,
      and any prepaid deposits for any of the same at such date.

    


    “IP
      Licenses” shall have the meaning set forth in Section 4.15 of this
      Agreement.

    


    “Latest
      SEC Document” shall mean the Company’ Quarterly Report on Form 10-QSB for the
      quarter ended March 31, 2007, as amended.

     

    
      
        
        

      

      
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    “Laws”
      shall mean all foreign, federal, state and local statutes, laws, ordinances,
      regulations, rules, resolutions, orders, writs, injunctions, judgments and
      decrees applicable to the specified Person and to the businesses and assets
      thereof.

    


    “License”
      shall mean any franchise, authorization, license, permit, certificate of
      occupancy, easement, variance, exemption, certificate, consent or approval
      of
      any Governmental Entity or other Person.

    


    “Lien”
      shall mean any
      mortgage, pledge, assessment, security interest, lease, lien, adverse claim,
      levy, charge or other encumbrance of any kind. 

    


    “Material
      Adverse Effect” shall mean an event or change, individually, or in the aggregate
      with other events or changes, that could reasonably be expected to have a
      material adverse effect on (a) the business, properties, prospects, condition
      (financial or otherwise) or results of operations of the entity and its
      Subsidiaries taken as a whole (other than those events, changes or effects
      resulting from general economic conditions or the industry in which such entity
      is engaged generally) or (b) the ability of such party to consummate the
      transactions contemplated hereby.

    


    “Material
      Contracts” shall have the meaning set forth in Section 4.19 of this
      Agreement.

    


    “Merger”
      shall have the meaning set forth in the recitals to this Agreement.

    


    “Merger
      Agreement” shall have the meaning set forth in the recitals to this
      Agreement.

    


    “Merger
      Sub” shall have the meaning set forth in the recitals to this
      Agreement.

    


    “Permitted
      Liens” shall mean (a) easements, restrictions, covenants, rights of way or minor
      irregularities of title currently of record against any leased real property
      or
      that otherwise do not interfere with the use and occupancy thereof; (b) liens
      for Taxes not yet due and payable, or for Taxes being contested in good faith
      by
      appropriate proceedings, provided that in each such case, adequate reserves
      are
      maintained in accordance with GAAP; (c) warehouse and materialmen’s liens which
      do not individually or in the aggregate interfere with the use of the related
      assets and (d) a blanket security interest and lien in favor of its
      lender.

    


    “Person”
      shall mean any individual, sole proprietorship, partnership, joint venture,
      trust, unincorporated organization, limited liability company, association,
      corporation, institution, entity, party, Governmental Entity or any other
      juridical entity of any kind or nature whatsoever.

    


    “Preferred
      Stock” shall have the meaning set forth in Section 4.6 of this
      Agreement.

    


    “Regulated
      Substances” shall mean any pollutant, contaminant, substance, chemical, waste or
      other material which is listed, defined, identified or otherwise regulated
      under
      any Environmental Law, including those materials identified as “hazardous” or
“toxic”, including, without limitation, petroleum or petroleum products,
      polychlorinated biphenyls (“PCBs”), flammable materials, explosives, radioactive
      materials, urea formaldehyde foam insulation, asbestos or asbestos-containing
      materials and “source,” “special nuclear” and “by product” material as defined
      in the Atomic Energy Act of 1985, 42 U.S.C. §§3011 et seq.

     

    
      
        
        

      

      
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    “Retiree”
      shall mean (a) any retired or former employee, director or officer of the
      Company; or (b) any former independent contractor of the Company.

    


    “SEC”
      shall mean the Securities and Exchange Commission.

    


    “SEC
      Documents” shall have the meaning set forth in Section 4.9 of this
      Agreement.

    


    “SEC
      Reports” means each report, schedule, registration statement, definitive proxy
      statement and other document required to be filed by the Company and its
      predecessors and officers and directors under the Exchange Act or the Securities
      Act as such documents have been amended since the time of their
      filing.

    


    “Shares”
      shall have the meaning set forth in the recitals to this Agreement.

    


    “Stockholder”
      shall have the meaning set forth in the recitals to this Agreement.

    


    “Subsidiary”
      shall mean any Person in which another Person, directly or indirectly, owns
      50%
      of either the equity interests in or voting control of, such
      Person.

    


    “Takeover
      Proposal” shall mean any proposal for a tender or exchange offer, merger,
      consolidation, sale of all or substantially all of such party’s assets,
      including the Shares with respect to the Stockholder, sale of in excess of
      fifteen percent of the shares of capital stock or other business combination
      involving such party or any proposal or offer to acquire in any manner a
      substantial equity interest (including any interest exceeding fifteen percent
      of
      the equity outstanding) in, or all or substantially all of the assets of, such
      party other than the transactions contemplated by this Agreement.

    


    “Taxes”
      means all federal, state, county, local, municipal, foreign and other taxes,
      assessments, duties or similar charges of any kind whatsoever, including all
      corporate franchise, income, gross receipts, occupation, windfall profits,
      sales, use, ad valorem, value-added, profits, license, withholding, payroll,
      employment, excise, premium, real property, personal property, customs, net
      worth, capital gains, transfer, stamp, documentary, social security, disability,
      environmental, alternative minimum, recapture and other taxes, and including
      all
      interest, penalties and additions imposed with respect thereto, whether disputed
      or not and including any obligations to indemnify or otherwise assume or succeed
      to the Tax liability of any Person, and any liability in respect of any Tax
      as a
      result of being a member of any affiliated, combined, consolidated, unitary
      or
      similar group.

    


    “Tax
      Return” means any report, return, statement, estimate, informational return,
      declaration or other written information required to be supplied to a taxing
      authority in connection with Taxes.

    


    “Taxing
      Authority” means any domestic, foreign, federal, national, state, county or
      municipal or other local government, any subdivision, agency, commission or
      authority thereof, or any quasi-governmental body exercising tax regulatory
      authority.

    


    “Transaction
      Documents” shall mean this Agreement.

     

    
      
        
        

      

      
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    2. Purchase
      and Sale of the Shares.
      Subject
      to the terms and conditions of this Agreement, on the Closing Date, BBI shall
      purchase, and the Stockholder shall sell to BBI, the Shares, free and clear
      of
      any Lien, in exchange for the purchase price as specified below. At the Closing,
      the Stockholder shall deliver or cause to be delivered to BBI the certificate(s)
      representing the Shares, each properly endorsed for transfer to BBI and BBI
      shall deliver to the Stockholder the aggregate sum of $600,000 by wire transfer
      of immediately available U.S. funds (the “Purchase Price”). Upon the execution
      of this Agreement, BBI shall wire to an account of the Stockholder, the sum
      of
      $25,000 (the “Initial Deposit”) to be applied to the Purchase Price, which funds
      shall be refundable to BBI for a period of five days following the date hereof
      and shall be non-refundable unless prior to the end of such five day period,
      BBI
      provides written notice that the condition to closing set forth in Section
      8.1(g) of this Agreement has not been satisfied during the period set forth
      in
      Section 8.1(g) and in such event, the Stockholder shall deliver the Initial
      Deposit back to BBI. In the event BBI does not deliver the notice referenced
      above during such five day period, then following such five day period, the
      Initial Deposit shall be non-refundable In the event the Closing hereunder
      shall
      not have been consummated by July 30, 2007, BBI shall have the right to extend
      the time for Closing hereunder for an additional 30 days following July 30,
      2007
      by notifying the Stockholder in writing or email of such extension and wiring
      to
      the Stockholder the sum of $25,000, which amount shall be non-refundable as
      an
“Extension Fee.” Both the Initial Deposit and the Extension Fee shall be
      credited against the Purchase Price. Notwithstanding the foregoing, the
      Stockholder shall deduct from the Shares being sold and conveyed to BBI pursuant
      to the terms of this Agreement, a number of shares equal to 1% of outstanding
      shares of Common Stock of the Company immediately following the Merger based
      upon the capitalization table (post transaction) attached hereto as Exhibit
      A.
      In the
      event the Closing hereunder is not consummated for any reason, the Stockholder’s
      sole remedy shall be to retain the Initial Deposit and the Extension Fee, if
      exercised by BBI; provided, however, that in the event the Closing is not
      consummated as a result of the failure of the Company or the Stockholder to
      satisfy a condition to Closing set forth under Section 8.1, then the Initial
      Deposit and the Extension Fee, if any, shall be repaid to BBI. 

    


    3. Closing.
      Upon
      confirmation that the other conditions to closing specified herein have been
      satisfied or duly waived by BBI, the Stockholder shall deliver to Lowenstein
      Sandler PC, in trust, a certificate or certificates, registered in the name
      of
“Boo Koo Beverages, Inc.”, representing the Shares, with instructions that such
      certificates are to be held for release to BBI only upon payment in full of
      the
      Purchase Price (less the Deposit) to the Stockholder by BBI. Upon such receipt
      by Lowenstein Sandler PC of the certificates, BBI shall promptly, but no more
      than one Business Day thereafter, cause a wire transfer in same day funds to
      be
      sent to the account of the Stockholder as instructed in writing by the
      Stockholder, in an amount representing the cash portion of the Purchase Price
      (less the Deposit). On the date (the “Closing Date”) the Stockholder receives
      the Purchase Price (less the Deposit), the certificates evidencing the Shares
      shall be released to BBI (the “Closing”). The Closing of the purchase and sale
      of the Shares shall take place at the offices of Lowenstein Sandler PC, 65
      Livingston Avenue, Roseland, New Jersey 07068, or at such other location and
      on
      such other date as the Stockholder and BBI shall mutually agree.

     

    
      
        
        

      

      
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    4. Representations
      and Warranties of the Stockholder and the Company.
      The
      Stockholder and the Company hereby, jointly and severally, represent and warrant
      to BBI that, except as set forth in the schedules delivered herewith
      (collectively, the “Disclosure Schedules”):

    


    4.1. Authority;
      Binding Agreements of the Stockholder.
      The
      Stockholder has the legal capacity to own the Shares owned by the Stockholder.
      The execution and delivery by the Stockholder of this Agreement and the
      consummation by the Stockholder of the transactions contemplated hereby has
      been
      duly and validly authorized by all necessary action of the Stockholder. The
      Stockholder has the legal capacity to enter into this Agreement and to
      consummate the transactions contemplated hereby and the Stockholder has duly
      executed and delivered this Agreement. This Agreement is a legal, valid and
      binding obligation of the Stockholder enforceable against the Stockholder in
      accordance with its terms, except to the extent that enforceability may be
      limited by bankruptcy, insolvency, moratorium, reorganization and other laws
      affecting the enforcement of creditors' rights generally and by general
      principles of equity.

    


    4.2. Ownership
      of Capital Stock.
      The
      Stockholder is the record and beneficial owner of the Shares. The Stockholder
      has valid and marketable title to the Shares, free and clear of any Liens and
      has
      the
      absolute and unrestricted right, power and capacity to sell, assign and transfer
      the Shares to BBI.
      The
      delivery to BBI of the certificates representing the Shares and the payment
      to
      the Stockholder in accordance with Section 2 will transfer to BBI record and
      beneficial ownership of the Shares free and clear of all Liens. The Shares
      are
      not subject to any voting trust agreement or other contract, agreement,
      arrangement, commitment or understanding, including any such agreement,
      arrangement, commitment or understanding restricting or otherwise relating
      to
      the voting, dividend rights or disposition of such Shares. The Stockholder
      does
      not own any rights, subscriptions, warrants, options, conversion rights or
      agreements of any kind outstanding to purchase or otherwise acquire any shares
      of capital stock or other equity securities of BBI. 

    


    4.3. No
      Breach by Stockholder.
      The
      execution and delivery of this Agreement by the Stockholder does not, and the
      consummation of the transactions contemplated hereby and compliance with the
      terms hereof will not, conflict with, or result in any violation of or default
      (with or without notice or lapse of time, or both) under, or give rise to a
      right of termination, cancellation or acceleration of any obligation under,
      or
      result in the creation of any Lien on any of the properties or assets of the
      Stockholder under, any provision of (i) any contract or agreement to which
      the
      Stockholder is a party or by which any of his property or assets are bound,
      (ii)
      any license, franchise, permit or other similar authorization held by the
      Stockholder, or (iii) any judgment, order or decree or statute, law, ordinance,
      rule or regulation applicable to the Stockholder or his property or
      assets.

    


    4.4. Governmental
      Consents.
      No
      permit, consent, approval, license, order or authorization of, or registration,
      declaration or filing with, any court or other Governmental Entity is required
      to be obtained or made in connection with the execution, delivery or performance
      of this Agreement by the Stockholder or the consummation by the Stockholder
      of
      any of the transactions contemplated hereby.

     

    
      
        
        

      

      
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    4.5 Organization
      of the Company.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Florida, and has all requisite corporate power
      and corporate authority to enter into the Transaction Documents to which it
      is a
      party, to consummate the transactions contemplated hereby and thereby, to own,
      lease and operate its properties and to conduct its business. The Company is
      duly qualified or licensed to do business as a foreign corporation and is in
      good standing in each jurisdiction in which the property owned, leased or
      operated by it or the nature of the business conducted by it makes such
      qualification necessary, except where the failure to obtain such qualification
      or license would not, individually or in the aggregate, have a Material Adverse
      Effect. The Stockholder has heretofore delivered or made available to BBI
      complete and correct copies of the certificate of incorporation and by-laws
      of
      the Company. The Company is not in violation of its organizational
      documents.

    


    4.6 Capitalization.
      The
      authorized capital stock of the Company consists of 200,000,000 shares of Common
      Stock, no par value, and no shares of preferred stock (the “Preferred Stock,”
and together with the Common Stock, the “Capital Stock”), of which 1,767,021
      shares of Common Stock are issued and outstanding on the date hereof. No other
      shares of any other class or series of Capital Stock or securities exercisable
      or convertible into or exchangeable for Capital Stock (“Capital Stock
      Equivalents”) are authorized, issued or outstanding. The outstanding shares of
      Capital Stock have been duly authorized and validly issued and are fully paid
      and nonassessable and were not issued in violation of, and are not subject
      to,
      any preemptive, subscription or similar rights. To the Stockholder’s and the
      Company’s knowledge, none of the outstanding Capital Stock was issued in
      violation of any Law, including without limitation, federal and state securities
      laws. There are no outstanding warrants, options, subscriptions, calls, rights,
      agreements, convertible or exchangeable securities or other commitments or
      arrangements relating to the issuance, sale, purchase, return or redemption,
      and, to the Stockholder’s and the Company’s knowledge, voting or transfer of any
      shares, whether issued or unissued, of Capital Stock, Capital Stock Equivalents
      or other securities of the Company. The Company does not have outstanding
      stockholder purchase rights or “poison pill” or any similar arrangement in
      effect giving any Person the right to purchase any equity interest in the
      Company upon the occurrence of certain events.

    


    4.7 Subsidiaries.
      Section
      4.7 of the Disclosure Schedule contains a list of the name of each Subsidiary
      of
      the Company (each such corporation, partnership or other entity being referred
      to herein as a “Company Subsidiary”). Section 4.7 of the Disclosure Schedule
      sets forth, with respect to each Company Subsidiary, its type of entity, the
      jurisdiction of its organization, its authorized and outstanding capital stock,
      partnership interests or equivalent ownership interests and the Company’s
      current ownership of such shares or interests. Each of the outstanding shares
      of
      capital stock of each of the Company Subsidiaries is duly authorized, validly
      issued, fully paid and nonassessable and owned by the Company or another Company
      Subsidiary free and clear of any Liens and were not issued in violation of,
      nor
      subject to, any preemptive, subscription or similar rights. There are no
      outstanding warrants, options, subscriptions, calls, rights, agreements,
      convertible or exchangeable securities or other commitments or arrangements
      relating to the issuance, sale, purchase, return or redemption, or to the
      Stockholder’s and the Company’s knowledge, voting or transfer of any shares,
      whether issued or unissued, of any Company Subsidiary. The Company and the
      Company Subsidiaries do not own any equity interests in any other Person. Each
      Company Subsidiary is duly organized, validly existing and in good standing
      under the laws of the jurisdiction of its organization and has all requisite
      power and authority to own, lease and operate its properties and to conduct
      its
      business. Each Company Subsidiary is duly qualified or licensed to do business
      as a foreign corporation and is in good standing in each jurisdiction in which
      the property owned, leased or operated by it or the nature of the business
      conducted by it makes such qualification necessary, except where the failure
      to
      obtain such qualification or license would not, individually or in the
      aggregate, have Material Adverse Effect.

     

    
      
        
        

      

      
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    4.8 No
      Violation; Consents and Approvals.
      The
      execution and delivery by the Stockholder and the Company of the Transaction
      Documents does not, and the consummation of the transactions contemplated hereby
      and thereby and compliance with the terms hereof and thereof will not, conflict
      with or result in any violation of or default (or an event which, with notice
      or
      lapse of time or both, would constitute a default) under, (a) the terms and
      conditions or provisions of the certificate of incorporation or by-laws of
      the
      Company or any Company Subsidiary, (b) any Law applicable to the Company or
      any
      Company Subsidiary or the property or assets of the Company or any Company
      Subsidiary, or (c) give rise to any right of termination, cancellation or
      acceleration under, or result in the creation of any Lien upon any of the
      properties of the Company or any Company Subsidiary under any Contract to which
      the Company or any Company Subsidiary is a party or by which the Company or
      any
      Company Subsidiary or any assets of the Company or any Company Subsidiary may
      be
      bound, except, in the case of clauses (b) and (c), for such conflicts,
      violations or defaults which are set forth in Section 4.8 of the Disclosure
      Schedule and as to which requisite waivers or consents will have been obtained
      prior to the Closing or which, individually or in the aggregate, would not
      have
      a Material Adverse Effect. No Governmental Approval is required to be obtained
      or made by or with respect to the Company or any Company Subsidiary in
      connection with the execution and delivery of this Agreement or the consummation
      by the Company or the Stockholder of the transactions contemplated hereby.
      The
      Company has taken all action necessary to exempt the sale of the Shares to
      BBI
      and the other transactions contemplated by this Agreement and the Merger
      Agreement from the provisions of any stockholder rights plan or other “poison
      pill” arrangement, any anti-takeover, business combination or control share law
      or statute binding on the Company or to which the Company or any of its assets
      and properties may be subject and any provision of the Company’s certificate of
      incorporation or bylaws that is or could reasonably be expected to become
      applicable to BBI as a result of the transactions contemplated hereby, including
      without limitation, the sale of the Shares to BBI and the ownership, disposition
      or voting of the Shares by BBI or the exercise of any right granted to BBI
      pursuant to this Agreement. 

    


    4.9. SEC
      Documents.
      The
      Company has timely filed with the SEC, and has heretofore made available to
      BBI
      (through reference to documents filed by EDGAR or otherwise), true and complete
      copies of, each report, schedule, registration statement, definitive proxy
      statement and other document required to be filed by it and its predecessors
      since January 1, 2004 under the Securities Exchange Act of 1934, as amended
      (the
“Exchange Act”), or the Securities Act (as such documents have been amended
      since the time of their filing, collectively, the “SEC Documents”). As of their
      respective dates, the SEC Documents, (a) complied in all material respects
      with
      the applicable requirements of the Securities Act, the Exchange Act and the
      rules and regulations thereunder and (b) did not contain any untrue statement
      of
      a material fact or omit to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

     

    
      
        
        

      

      
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    4.10. Financial
      Statements.
      

    


    (a) The
      audited consolidated financial statements and the unaudited consolidated interim
      financial statements of the Company included or incorporated by reference in
      the
      SEC Documents (collectively, the “Financial Statements”), (a) at the time filed,
      complied as to form in all material respects with applicable accounting
      requirements and published rules and regulations with respect thereto, (b)
      fairly present in all material respects the consolidated financial condition
      and
      the results of operations and cash flows of the Company and the Company
      Subsidiaries as of the dates and for the periods indicated (subject, in the
      case
      of any unaudited interim financial statements, to normal year-end adjustments
      and other adjustments described therein) and (c) were prepared in accordance
      with the rules and regulations of the SEC and generally accepted accounting
      principles (“GAAP”), except as disclosed therein and in the notes thereto, and,
      in the case of unaudited statements, as permitted by Form 10-QSB of the SEC.
      All
      of the Company Subsidiaries have been consolidated in the Financial
      Statements.

    


    (b) The
      Company has devised and maintains a system of internal accounting controls
      sufficient to provide reasonable assurances that (i) transactions are executed
      in accordance with management’s general or specific authorization; (ii)
      transactions are recorded as necessary, (1) to permit preparation of financial
      statements in conformity with GAAP or any other criteria applicable to such
      statements and (2) to maintain accountability for assets; (iii) access to assets
      is permitted only in accordance with management’s general or specific
      authorization; and (iv) the recorded accountability for assets compared with
      the
      existing assets at reasonable intervals and appropriate action is taken with
      respect to any difference.

     

    4.11 Absence
      of Certain Changes or Events.
      Since
      December 31, 2006, each of the Company and the Company Subsidiaries has
      conducted business only in the ordinary course of business consistent with
      past
      practice, and, other than as expressly contemplated by this Agreement, since
      such date, there has not been with respect to the Company or the Company
      Subsidiaries any:

    


    (a) change
      or, to the knowledge of the Stockholder and the Company, threatened change
      in
      the business, assets, operations, condition (financial or otherwise), results
      of
      operations or prospects of the business of the Company or the Company
      Subsidiaries, which has had or could have a Material Adverse
      Effect;

    


    (b) transactions
      not in the ordinary course of business consistent with past
      practice;

    


    (c) damage,
      destruction or loss, whether or not insured, materially affecting the Company’
business or assets;

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    (d) change
      in
      accounting principles, methods or practices, investment practices, claims,
      payment and processing practices or policies regarding intercompany
      transactions;

    


    (e) revaluation
      of any assets;

     

    (f) declaration,
      setting aside, or payment of a dividend or other distribution in respect of
      the
      capital stock of the Company or the Company Subsidiaries, or any direct or
      indirect redemption, purchase or other acquisition of any shares of such capital
      stock;

    


    (g) issuance
      or sale of any shares of any equity security or of any security exercisable
      or
      convertible into or exchangeable for equity securities;

    


    (h) amendment
      to the certificate of incorporation, by-laws or similar organizational documents
      of the Company or the Company Subsidiaries;

    


    (i) sale,
      assignment or transfer of or lapse of any rights with respect to Intellectual
      Property, other than in the ordinary course of business consistent with past
      practice;

    


    (j) indebtedness
      incurred for borrowed money or any commitment to borrow money, any incurrence
      of
      a contingent liability or any guaranty or commitment to guaranty the
      indebtedness of others entered into, by the Company or the Company
      Subsidiaries;

    


    (k) capital
      expenditure or capital commitment requiring an expenditure of monies in the
      future by the Company or the Company Subsidiaries, other than transactions
      in
      the ordinary course of business consistent with past practice not in excess
      of
      $1,000 in the aggregate for the Company and the Company
      Subsidiaries;

    


    (l) cancellation
      of any debt or waiver or release of any contract, right or claim;

    


    (m) amendment,
      termination or revocation of, or a failure in any material respect to perform
      obligations or the occurrence of any default under (i) any Contract to which
      the
      Company or the Company Subsidiaries is or, as of December 31, 2006, was a party,
      other than in the ordinary course of business consistent with past practice,
      or
      (ii) any License;

    


    (n) increase
      or commitment to increase the salary or other compensation payable or to become
      payable to the Company’ or the Company Subsidiaries’ officers, directors,
      employees, agents or independent contractors, or the payment of any bonus to
      the
      foregoing persons except in the ordinary course of business consistent with
      past
      practice;

    


    (o) execution
      of termination, severance or similar agreements with any officer, director,
      employee, agent or independent contractor of the Company or the Company
      Subsidiaries;

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (p) entering
      into any leases of real property or agreement to acquire real
      property;

    


    (q) new
      or
      change of any Tax election;

     

    (r) steps
      taken to incorporate any Subsidiary, other than Merger Sub; 

    


    (s) acquisition
      or disposition of, or incurrence of a Lien (other than a Permitted Lien) on,
      any
      assets and properties of the Company or any Company Subsidiary;

    


    (t) transaction
      by the Company or any Company Subsidiary with any officer, director or Affiliate
      thereof or any Affiliate of any such officer, director or Affiliate;
      or

    


    (u) any
      agreement, or other commitment, whether in writing or otherwise, to take any
      of
      the actions specified in this Section 4.11, except as expressly contemplated
      by
      this Agreement. 

    


    4.12 Absence
      of Undisclosed Liabilities.
      Neither
      the Company nor any of the Company Subsidiaries has any indebtedness, liability
      or obligation, whether or not accrued, absolute, contingent or otherwise, known
      or unknown, and whether due or to become due, which was not reflected or
      reserved against in the balance sheets and the notes thereto which are part
      of
      the Latest SEC Document, except for those (i) incurred in connection with this
      Agreement or (ii) incurred in the ordinary course of business and in each such
      case is fully reflected on the Company’ books of account and, individually or in
      the aggregate, could not reasonably be expected to have a Material Adverse
      Effect.

    


    4.13 Personal
      Property.
      

    


    (a) Each
      of
      the Company and the Company Subsidiaries has good, valid and marketable title
      to, or a valid leasehold interest in, all assets respectively owned or leased
      by
      each of them, including, without limitation, all assets reflected in Financial
      Statements and all assets acquired by the Company or the Company Subsidiaries
      since December 31, 2006 (except for assets which have been sold or otherwise
      disposed of in the ordinary course of business consistent with past practice),
      free and clear of all Liens, other than Permitted Liens. All personal property
      of each of the Company or the Company Subsidiaries is in good operating
      condition and repair, ordinary wear and tear excepted, and is suitable and
      adequate for the uses for which it is intended or is being used and its use
      complies in all material respects with applicable Laws. To the Stockholder’s and
      the Company’s knowledge, there are no facts or conditions affecting the Company,
      the Company Subsidiaries or their assets or business which could, individually
      or in the aggregate, interfere in any material respect with the use, occupancy
      or operation thereof as currently (or proposed to be) used, occupied or
      operated, or their adequacy for such use, except for facts or conditions
      relating solely to general economic, business or political developments
      affecting the economy generally.

    


    (b) Following
      the consummation of the transactions contemplated by this Agreement, each of
      the
      Company and the Company Subsidiaries will continue to own, pursuant to good,
      valid and marketable title, or lease, under valid and subsisting leases
      disclosed in Section 4.13(b) of the Disclosure Schedule, or otherwise retain
      its
      interest in, the assets of the Company or a Company Subsidiary without incurring
      any penalty or other adverse consequences, including, without limitation, any
      increase in any respect in rentals, royalties or licenses or other fees imposed
      as a result of, or arising from, the consummation of the transactions
      contemplated by this Agreement or the other Transaction Documents.

     

    
      
        
        

      

      
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    4.14. Real
      Property.
      The
      Company does not own or lease any real property.

    


    4.15 Intellectual
      Property.

    


    (a) Section
      4.15(a) of the Disclosure Schedule sets forth (i) all trade name registrations,
      trademark registrations, service mark registrations, patents and copyright
      registrations (and any pending applications for any of the foregoing) that
      are
      owned by the Company or any of the Company Subsidiaries, and (ii) all
      Intellectual Property that is licensed to the Company or any of the Company
      Subsidiaries by third parties and material to their business. None of the
      Company or the Company Subsidiaries has received any written notice that the
      rights of the Company or the Company Subsidiaries in their Intellectual Property
      have been declared unenforceable or otherwise invalid by any court or
      Governmental Entity. The Company and the Company Subsidiaries have taken
      commercially reasonable steps to maintain and protect the rights of the Company
      and the Company Subsidiaries in and to each item of their Intellectual Property,
      it being understood that the Company has not registered Intellectual Property
      which it may have a legal right to register. To the knowledge of the Stockholder
      and the Company, there are no rights of any Person that would interfere with
      or
      prevent the use by the Company of any of the rights of the Company and the
      Company Subsidiaries in and to any Intellectual Property that is material to
      their business. To the Stockholder’s and the Company’s knowledge, there is no
      existing third party infringement, misuse, or misappropriation of the
      Intellectual Property of the Company or any of the Company Subsidiaries. With
      respect to any agreements by which the Company or the Company Subsidiaries
      are
      licensed or otherwise are granted the right to use any item of third party
      Intellectual Property that is material to the respective businesses of the
      Company and the Company Subsidiaries (the “IP Licenses”), the consummation of
      the transactions contemplated by this Agreement shall not cause a breach of
      such
      agreements or cause the licensor under such agreements to be able to terminate
      such agreements.

    


    (b) Except
      as
      would not have a Material Adverse Effect, neither the Company nor any of the
      Company Subsidiaries has interfered with, infringed upon, misappropriated or
      otherwise violated any Intellectual Property right of any Person.

    


    (c) No
      item
      of Intellectual Property owned by the Company or any of the Company Subsidiaries
      is subject to any outstanding injunction, judgment, order, decree, ruling or
      charge to which the Company or any of the Company Subsidiaries is a party or
      to
      which its assets are bound. No action, suit, proceeding, hearing, investigation,
      charge, complaint, claim or demand to which the Company or any of the Company
      Subsidiaries is a party or to which any of their assets are bound is pending
      or,
      to the Stockholder’s and the Company’s knowledge, threatened which challenges
      the legality, validity, enforceability or ownership of, or the Company’ or the
      Company Subsidiaries’ right to use, any items of Intellectual Property.


     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    (d) Neither
      the Company nor any of the Company Subsidiaries has agreed to indemnify any
      Person for or against any interference, infringement, misappropriation, or
      other
      conflict of or with any third party Intellectual Property (other than pursuant
      to shrink wrap licenses for commercially available “off the shelf” software).
      Except as would not have a Material Adverse Effect, (i) the Company and the
      Company Subsidiaries possess the sole and exclusive good, valid and transferable
      title in and to all items of Intellectual Property that the Company and the
      Company Subsidiaries purport to own, free and clear of all Liens, and (ii)
      no
      royalties or other payments are required in connection with the use and
      enjoyment by the Company or the Company Subsidiaries of any of their respective
      items of Intellectual Property (other than royalties or other payments, in
      each
      case not exceeding $5,000 with respect to licenses of commercially available
      software).

    


    4.16 Litigation;
      Compliance with Laws.

    


    (a) There
      are: (i) no claims, actions, suits, investigations or proceedings pending or,
      to
      the Stockholder’s and the Company’s knowledge, threatened against, relating to
      or affecting the Company or the Company Subsidiaries, the business, the assets,
      or any employee, officer, director, stockholder, or independent contractor
      of
      the Company or the Company Subsidiaries in their capacities as such, and (ii)
      no
      orders of any Governmental Entity or arbitrator outstanding against the Company
      or the Company Subsidiaries, the business, the assets, or any employee, officer,
      director, stockholder, or independent contractor of the Company or the Company
      Subsidiaries in their capacities as such, or that could prevent or enjoin,
      or
      delay in any respect, consummation of the transactions contemplated hereby.
      Section 4.16 of the Disclosure Schedule includes a description of all pending
      or
      threatened claims, actions, suits, investigations or proceedings involving
      the
      Company or the Company Subsidiaries, the business, the assets, or any employee,
      officer, director, stockholder or independent contractor of the Company or
      the
      Company Subsidiaries in their capacities as such.

    


    (b) The
      Company and the Company Subsidiaries have complied and are in compliance in
      all
      material respects with all Laws applicable to the Company, any Subsidiary of
      the
      Company, its business or its assets, including the Sarbanes Oxley Act of 2002.
      Neither the Company nor the Company Subsidiaries has received notice from any
      Governmental Entity or other Person of any material violation of Law applicable
      to the Company, any of the Company Subsidiaries, their business or their assets.
      The Company and the Company Subsidiaries have obtained and hold all required
      Licenses (all of which are in full force and effect) from all Government
      Entities applicable to the Company, the Company Subsidiaries, their business
      or
      their assets. No violations are or have been recorded in respect of any such
      License and no proceeding is pending, or, to the Stockholder’s and the Company’s
      knowledge, threatened to revoke or limit any such License. 

    


    4.17 Employee
      Benefit Plans.

    


    (a) (i)
      Neither the Company nor any of its ERISA Affiliates maintains or sponsors,
      or
      has any liability, contingent or otherwise, with respect to, any Benefit
      Arrangement, (ii) no Benefit Arrangement provides or has ever provided
      post-retirement medical or health benefits or severance benefits, except to
      the
      extent required by Part 6 of Title I of ERISA or similar state laws, and (iii)
      no Benefit Arrangement is or has ever been a “welfare benefit fund,” as defined
      in Section 419(e) of the Code, or an organization described in Sections
      501(c)(9) or 501(c)(20) of the Code. The Company has made available to BBI
      true
      and complete copies of: (i) each written Benefit Arrangement document and a
      description of each unwritten Benefit Arrangement, (ii) each summary plan
      description relating to any Benefit Arrangement, (iii) each trust, insurance
      or
      other funding contract or agreement relating to any Benefit Arrangement, (iv)
      each administrative services contract or agreement relating to any Benefit
      Arrangement, (v) the three most recent annual reports (Forms 5500) for each
      Benefit Arrangement (including all related schedules), if applicable, and (vi)
      the most recent Internal Revenue Service determination letter, opinion,
      notification or advisory letter (as the case may be) for each Benefit
      Arrangement which is intended to constitute a qualified plan under Section
      401
      of the Code. Neither the Company nor any ERISA Affiliate has any obligation
      or
      commitment to establish, maintain, operate or administer any new Benefit
      Arrangement or to amend any Benefit Arrangement so as to increase benefits
      thereunder or otherwise.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    (b) Neither
      the Company nor any ERISA Affiliate has or has ever had any liability with
      respect to any Benefit Arrangement that is subject to Title IV of ERISA,
      including a “multiemployer plan”, as defined in Section 3(37) of ERISA or a
“single employer plan” within the meaning of Section 4001(a)(15) of ERISA.
      Neither the Company nor any ERISA Affiliate has terminated a Benefit Arrangement
      with respect to which any liability remains outstanding.

    


    (c) Each
      Benefit Arrangement conforms in all material respects to, and has been operated
      and administered in material compliance with, its terms and all applicable
      laws,
      including ERISA and the Code, and including, but not limited to the requirements
      of ERISA Sections 601 et seq. and 701 et seq. and Sections 4980B, 9801 and
      9802
      of the Code. Each Benefit Arrangement intended to be qualified under Section
      401(a) of the Code is so qualified and is the subject of a currently effective
      favorable IRS determination, opinion, notification or advisory letter issued
      by
      the IRS. Neither the Company nor any ERISA Affiliate has incurred or is subject
      to a tax under Section 4979 of the Code. No Benefit Arrangement has assets
      that
      include securities issued by the Company or any ERISA Affiliate.

    


    (d) There
      are
      no pending or, to the Stockholder’s and the Company’s knowledge, threatened
      actions, suits, claims, trials, arbitrations, investigations or other
      proceedings by any Person or Governmental Authority, including any present
      or
      former participant or beneficiary under any Benefit Arrangement (or any
      beneficiary of any such participant or beneficiary) involving any Benefit
      Arrangement or any rights or benefits under any Benefit Arrangement other than
      ordinary and usual claims for benefits by participants or beneficiaries
      thereunder. To the Stockholder’s and the Company’s knowledge, no event has
      occurred and no condition exists that could subject the Company or the fund
      of
      any Benefit Arrangement to the imposition of any tax or penalty with respect
      to
      any Benefit Arrangement, whether by way of indemnity or otherwise. All
      contributions required to have been made or remitted and all expenses required
      to have been paid by the Company to or under any Benefit Arrangement under
      the
      terms of any such plan, any agreement or any applicable law have been paid
      within the time prescribed by any such plan, agreement or law. All contributions
      to or under any Benefit Arrangement have been currently deductible under the
      Code when made. No "prohibited transaction" (as defined in ERISA Section 406)
      or
      breach of fiduciary responsibility has occurred with respect to any Benefit
      Arrangement for which a tax, penalty or other liability of whatever nature
      could
      be incurred by the Company, whether by way of indemnity or otherwise.


     

    
      
        
        

      

      
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    (e) There
      is
      no contract, agreement or benefit arrangement covering any current or former
      employee or director of the Company or any ERISA Affiliate which, individually
      or in the aggregate, could be expected to give rise to the payment of any amount
      which would constitute an “excess parachute payment” (as defined in Section 280G
      of the Code) or be nondeductible under Section 162(m) of the Code. Neither
      the
      execution of this Agreement nor the consummation of any of the transactions
      contemplated hereby will, either alone or in conjunction with any other event
      (including the termination of an employee’s employment) (i) result in any
      obligation or liability (with respect to accrued benefits or otherwise) on
      the
      part of the Company or any ERISA Affiliate under any Benefit Arrangement, or
      to
      any present or former employee, director, officer, stockholder, contractor
      or
      consultant of the Company or any ERISA Affiliate, (ii) be a trigger event under
      any Benefit Arrangement that will result in any payment (whether of severance
      pay or otherwise) becoming due to any such present or former employee, officer,
      director, stockholder, contractor, or consultant, or (iii) accelerate the time
      of payment or vesting, or increase the amount, of any compensation theretofore
      or thereafter due or granted to any employee, officer, director, stockholder,
      contractor, or consultant of the Company or any ERISA Affiliate. 

    


    (f) No
      Benefit Arrangement is required to comply with the provisions of any foreign
      law.

    


    (g) Other
      than routine claims for benefits under any Benefit Arrangement, there are no
      pending, or, to the Stockholder’s and the Company’s knowledge, threatened,
      actions or proceedings involving any Benefit Arrangement, or the fiduciaries,
      administrators, or trustees of any Benefit Arrangement or the Company or any
      of
      its ERISA Affiliates as the employer or sponsor under any Benefit Arrangement,
      with any of the IRS, the Department of Labor, the Pension Benefit Guaranty
      Corporation, any participant in or beneficiary of any Benefit Arrangement or
      any
      other person whomsoever. The Stockholder knows of no reasonable basis for any
      such claim, lawsuit, dispute, action or controversy.

    


    4.18 Taxes.

    


    (a) The
      Company has not timely filed but has caused to be filed all Tax Returns required
      to be filed under applicable Tax Laws. All such Tax Returns were, when filed,
      and continue to be, true, correct and complete in all material respects. The
      Company is not currently the beneficiary of any extension of time within which
      to file any Tax Return. No claim has ever been made by the Taxing Authority
      of
      any jurisdiction in which the Company does not file Tax Returns or pay Taxes
      that it may be subject to taxation by that jurisdiction, nor is there any
      meritorious basis for such a claim.

     

    
      
        
        

      

      
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    (b) All
      Taxes
      due and owing by the Company (whether or not shown on any Tax Return) have
      been
      timely paid. Any liability of the Company for Taxes not yet due and payable,
      or
      that are being contested in good faith by appropriate proceedings, have been
      provided for on the Financial Statements in accordance with GAAP. There are
      no
      Liens for Taxes (other than Taxes not yet due and payable) upon any of the
      assets of the Company.

    


    (c) The
      Company has timely withheld and paid all Taxes required to have been withheld
      and paid in connection with any amounts paid or owing to any employee,
      independent contractor, creditor, stockholder, or other third party (including
      withholding of Taxes pursuant to Sections 1441, 1442, 3121 and 3402 of the
      Code
      or any comparable provision of any state, local or foreign Laws, any applicable
      Tax convention, or otherwise).

    


    (d) No
      foreign, federal, state or local Tax audits or administrative or judicial Tax
      proceedings are pending with respect to the Company. The Company has not
      received from any Taxing Authority (i) any notice indicating an intent to
      commence any audit or other review, (ii) any request for information related
      to
      Tax matters, or (iii) any notice of deficiency or proposed adjustment for any
      amount of Tax proposed, asserted or assessed by any authority against the
      Company. Each deficiency resulting from any audit or examination relating to
      Taxes of the Company has been timely paid. The Company has not waived any
      statute of limitations in respect of Taxes or agreed to any extension of time
      with respect to a Tax assessment or deficiency. 

    


    (e) The
      Company is not a party to and is not bound by any Tax sharing agreement, Tax
      indemnity obligation or similar agreement, arrangement or practice with respect
      to Taxes, whether or not in writing (including any advance pricing agreement,
      closing agreement or other agreement relating to Taxes with any Taxing
      Authority).

    


    (f) The
      Company has delivered to BBI (i) complete and correct copies of all its Tax
      Returns for all taxable periods and (ii) complete and correct copies of all
      private letter rulings, revenue agent reports, information document requests,
      notices of proposed deficiencies, deficiency notices, protests, petitions,
      closing agreements, settlement agreements, pending ruling requests and any
      similar documents, submitted, received or agreed to by or on behalf of the
      Company and relating to Taxes for all taxable periods for which the statute
      of
      limitations has not yet expired.

    


    (g) The
      Company has no liability for the Taxes of any other Person under Treasury
      Regulation Section 1.1502-6 (or similar provision of state, local or foreign
      Law), as a transferee, successor, by contract or otherwise.

    


    (h) The
      unpaid Taxes of the Company (i) did not, as of the most recent fiscal month
      end,
      exceed the reserve for Tax liability (rather than any reserve for deferred
      Taxes
      established to reflect timing differences between book and Tax income) set
      forth
      on the Company’ books and records provided to the Company, and (ii) shall not
      exceed that reserve as adjusted for the passage of time through the Closing
      Date
      in accordance with the past custom and practice of the Company. Since its
      inception, the Company has not incurred any liability for Taxes arising from
      extraordinary gains or losses, as that term is used in GAAP, other than in
      the
      ordinary course of business consistent with past practice.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    (i) The
      Company has not been a “United States real property holding corporation” within
      the meaning of Section 897(c)(2) of the Code during the applicable period
      specified in Section 897(c)(1)(A)(ii) of the Code.

    


    4.19 Contracts
      and Commitments.
      Section
      4.19 of the Disclosure Schedule sets forth a list of all material agreements,
      Contracts and commitments to which the Company or any Company Subsidiary is
      a
      party or by which the Company, any Company Subsidiary or their respective assets
      are bound (each, a “Material Contract”), including, without
      limitation:

    


    (a) agreements,
      contracts, commitments or arrangements involving Intellectual
      Property;

    


    (b) employment
      agreements or severance agreements or employee termination arrangements that
      are
      not terminable at will by the Company or a Company Subsidiary without
      penalty;

    


    (c) any
      change of control agreements with employees of the Company or any Company
      Subsidiary;

    


    (d) agreements,
      contracts, commitments or arrangements containing any covenant limiting the
      ability of the Company or any Company Subsidiary to engage in any line of
      business or to compete with any business or person;

    


    (e) agreements
      or contracts with any officer, director or employee of (i) the Company or (ii)
      any Company Subsidiary (other than employment, severance and change of control
      agreements covered by clause (b) or (c) above);

    


    (f) agreements
      or contracts under which the Company or any Company Subsidiary has borrowed
      or
      loaned money, or any note, bond, indenture, mortgage, installment obligation
      or
      other evidence of indebtedness for borrowed or loaned money or any guarantee
      of
      such indebtedness, in each case, relating to amounts in excess of
      $5,000;

    


    (g) joint
      venture agreements or other agreements involving the sharing of
      profits;

    


    (h) leases
      pursuant to which personal or real property is leased to or from the Company
      or
      any Company Subsidiary;

    


    (i) powers
      of
      attorney from the Company or any Company Subsidiary;

    


    (j) guaranties,
      suretyships or other contingent agreements of the Company or any Company
      Subsidiary;

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    (k) all
      agreements, contracts, commitments and arrangements between the Company or
      any
      Company Subsidiary and any Governmental Entity;

    


    (l) any
      agreement, contract, commitment or arrangement relating to capital expenditures
      with respect to the Company or any Company Subsidiary and involving future
      payments which exceed $5,000 in any 12 month period;

    


    (m) any
      agreement, contract, commitment or arrangement relating to the acquisition
      of
      assets (other than in the ordinary course of business consistent with past
      practice) or any capital stock of any business enterprise; 

    


    (n) any
      investment banking or other professional services agreement;

    


    (o) contracts
      (other than those covered by clause (a) through (n) above) pursuant to which
      the
      Company and the Company Subsidiaries will receive or pay in excess of $5,000
      over the life of the contract; 

    


    (p) any
      other
      material agreements, Contracts and commitments whether or not entered into
      in
      the ordinary course of business; and 

    


    (q) all
      proposed arrangements or contracts of the Company or the Company Subsidiaries
      which the Company reasonably expects to be near consummation and of a type
      that
      if entered into would be a Contract described in clauses (a) through (o)
      above.

    


    Neither
      the Company, any Company Subsidiary nor, to the Stockholder’s and the Company’s
      knowledge, any other party thereto, is in material breach of or in material
      default under any Material Contract. Each such Material Contract is in full
      force and effect, and is a legal, valid and binding obligation of the Company
      and/or the applicable Company Subsidiaries and, to the Stockholder’s and the
      Company’s knowledge, each of the other parties thereto, enforceable in
      accordance with its terms. 

    


    4.20. Insurance.

    


    (a) Section
      4.20 of the Disclosure Schedule contains a complete and accurate list of all
      insurance policies currently providing and that have been providing coverage
      in
      favor of the Company or the Company Subsidiaries (or any predecessor) specifying
      the insurer and type of insurance under each. The Company has heretofore
      delivered to BBI true, correct and complete copies of all such policies. Each
      current policy is in full force and effect, all premiums are currently paid,
      no
      notice of cancellation or termination has been received with respect to any
      such
      policy and, to the knowledge of the Stockholder and the Company, there is no
      threatened increase in premiums or cancellation or termination of any such
      policy. Such policies have been sufficient for compliance with all requirements
      of law and any Contracts to which the Company or any of the Company Subsidiaries
      is a party. Neither the Company nor the Company Subsidiaries (or any
      predecessor) has been refused any insurance with respect to its assets and
      operations, nor has its coverage been limited by any insurance carrier to which
      it has applied for any such insurance or with which it has carried insurance.
      Each of the Company and the Company Subsidiaries (or any predecessor) has
      insured by reputable insurers the assets used by such company (or any
      predecessor) in the conduct of its business that are of an insurable character
      against risks of liability, casualty and fire in adequate amounts and consistent
      with prudent industry practice, and maintains such insurance against hazards,
      risks and liability to persons and property to the extent and in the manner
      customary for companies in similar businesses, similarly situated, and such
      insurance has been effective, in full force and effect, without interruption
      since the date such company (or any predecessor) commenced business. The
      insurance specified in Section 4.20 of the Disclosure Schedule has been
      effective, in full force and effect, without interruption since the date
      specified in Section 4.20 of the Disclosure Schedule as the initial date of
      coverage.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (b) There
      is
      no pending claim by the Company or the Company Subsidiaries under any insurance
      policy listed in Section 4.20 of the Disclosure Schedule. Section 4.20 of the
      Disclosure Schedule sets forth all claims by the Company or the Company
      Subsidiaries (whether or not resolved) under any insurance policy, which claims
      have been outstanding at any time since January 1, 2006. Neither the business
      nor the assets of the Company or the Company Subsidiaries has had any casualty
      loss or occurrence which may give rise to any claim of any kind not covered
      by
      insurance and the Company and the Company Subsidiaries are not aware of any
      occurrence which may give rise to any claim not covered by
      insurance.

    


    4.21 Labor
      Matters.

    


    (a)
      The
      Company and each of the Company Subsidiaries is in compliance in all material
      respects with all federal, state, local and foreign Laws and regulations
      respecting employment and employment practices, terms and conditions of
      employment, wages, hours, collective bargaining, safety and health, work
      authorization, equal employment opportunity, immigration, withholding,
      unemployment compensation, worker’s compensation and employee privacy and right
      to know; (b) there is no pending, or, to the knowledge of the Stockholder and
      the Company, any threatened, charge, complaint, allegation, application or
      other
      process against the Company or any Company Subsidiaries before the National
      Labor Relations Board or any other comparable Governmental Entity; (c) there
      is,
      and have been, (i) no labor strike, dispute, slowdown or work stoppage or other
      job action pending, or to the knowledge of the Stockholder and the Company,
      threatened against or otherwise affecting or involving the Company or any
      Company Subsidiaries or (ii) no lawsuits (other than grievance proceedings)
      pending, or to the knowledge of the Stockholder and the Company, threatened
      between the Company or any Company Subsidiaries and any current or former
      employee or independent contractor of the Company or any union or other
      collective bargaining unit representing any current or former employee of the
      Company; (d) no employees of the Company or any Company Subsidiaries are covered
      by any collective bargaining agreements and, to the knowledge of the Stockholder
      and the Company, no effort is being made by any union to organize any of the
      employees of the Company or any Company Subsidiaries; and (e) to its knowledge,
      neither the Company nor any Company Subsidiaries has hired any illegal aliens
      as
      employees or independent contractors.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    4.22. Environmental
      Matters.

    


    (a) Each
      of
      the Company and the Company Subsidiaries have complied in all material respects
      at all times with all applicable Environmental Laws and their requirements.
      The
      Company and each of the Company Subsidiaries has obtained all necessary Licenses
      and filed all required reports and notifications pursuant to all Environmental
      Laws. All such Licenses are in good standing, and each of the Company and the
      Company Subsidiaries has complied at all times with all terms and conditions
      of
      such Licenses. Neither the Company nor any of the Company Subsidiaries has
      received any notice or communications from any Governmental Entity with respect
      to any violation of Environmental Law.

    


    (b) No
      Environmental Claim has been filed by or against the Company or any of the
      Company Subsidiaries, and neither the Company nor any of the Company
      Subsidiaries has received any written notice of any investigation, claim or
      review which has occurred or is pending or threatened against it by any
      Governmental Entity with respect to any Environmental Laws. Neither the Company
      nor any of the Company Subsidiaries owns, operates or leases a treatment,
      storage or disposal facility requiring a permit under the Resource Conservation
      and Recovery Act, as amended, or under any other comparable foreign, state
      or
      local Law. Neither the Company nor any of the Company Subsidiaries has
      transported or arranged for the transport, treatment or disposal of any
      Regulated Substances to any location.

    


    (c) Neither
      the Company nor any of the Company Subsidiaries has ever generated,
      manufactured, used, transported, treated, stored, handled, disposed of,
      discharged, released, transferred, produced or processed any Regulated Substance
      at, to, under or on any real property owned, operated or leased by the Company
      or any of the Company Subsidiaries, or any other location. No written or oral
      notification of a discharge or release of Regulated Substances by the Company
      or
      any of the Company Subsidiaries has been registered or filed by or on behalf
      of
      the Company or any of the Company Subsidiaries, and no site or facility now
      or
      previously owned, operated or leased by the Company or any of the Company
      Subsidiaries is listed on the United States Environmental Protection Agency’s
      National Priorities List of Uncontrolled Hazardous Waste Sites or any similar
      list of sites requiring investigation or clean-up.

    


    (d) No
      Liens
      have arisen under or pursuant to any Environmental Law on any site or facility
      now or previously owned, operated or leased by the Company or any of the Company
      Subsidiaries, and, to the knowledge of the Stockholder and the Company, no
      Governmental Entity has taken, or is in the process of taking, any action that
      could subject any such site or facility to such Liens. There are no conditions
      existing at any real property ever owned, operated or leased by the Company
      or
      any of the Company Subsidiaries that will require now or in the future remedial
      or corrective action, removal, monitoring or closure pursuant to Environmental
      Law. 

    


    (e) Neither
      the Company nor any of the Company Subsidiaries has contractually, or by
      operation of Law, assumed or succeeded to any liabilities related to
      Environmental Laws of any predecessors of the Company or the Company
      Subsidiaries. 

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    4.23. Transactions
      with Affiliates.
      None of
      the Company; the Company’s Subsidiaries; the officers, directors, managers or
      Affiliates of any of the Company, the Company Subsidiaries, or the Affiliates
      of
      any such officer, director or manager: (a) has borrowed money from, or loaned
      money to, the Company or the Company Subsidiaries, (b) is a party to any
      Contract with the Company or the Company Subsidiaries, (c) has asserted or
      threatened to assert any claim against the Company or the Company Subsidiaries,
      (d) is engaged in any transaction with the Company or the Company Subsidiaries,
      (e) has any direct or indirect financial interest in any competitor, supplier,
      customer, lessor, lessee, distributor, or sales agent of the Company, the
      Company Subsidiaries or the business, or otherwise does business with the
      Company or any of the Company Subsidiaries, (f) owns, directly or indirectly,
      in
      whole or in part, or has any other interest in, any tangible or intangible
      property or other assets which the Company or the Company Subsidiaries uses
      or
      has used or proposes to use in the conduct of its business or otherwise, or
      (g)
      has any claim whatsoever against, or owes any amount to, the Company or any
      of
      the Company Subsidiaries. The arrangements listed in Section 4.23 of the
      Disclosure Schedule pursuant to clauses (a), (b) or (d) of this Section 4.23
      are
      on an arms-length basis or on terms at least as favorable to The Company as
      available on an arms-length basis. 

    


    4.24. Brokers.
      No
      broker, finder or financial advisor or other person is entitled to any brokerage
      fees, commissions, finders’ fees or financial advisory fees in connection with
      the transactions contemplated hereby or the Merger by reason of any action
      taken
      by the Stockholder, the Company or any of their respective directors, officers,
      employees, representatives or agents.

    


    4.25. Certain
      Agreements.
      Neither
      the Company nor any Company Subsidiary is a party to any: (a) agreement with
      any
      director, officer or other employee of the Company or any Company Subsidiary,
      the benefits of which are contingent, or the terms of which are materially
      altered, upon the occurrence of a transaction involving the Company of the
      nature contemplated by this Agreement; or (b) agreement or plan, any of the
      benefits of or rights under which will be increased, or the vesting or payment
      of the benefits of or rights under which will be accelerated, by the occurrence
      of any of the transactions contemplated by this Agreement or the value of any
      of
      the benefits of which will be calculated on the basis of any of the transactions
      contemplated by this Agreement. 

    


    4.26. Absence
      of Certain Commercial Practices.
      Neither
      the Stockholder, the Company nor any Company Subsidiary, nor, to the knowledge
      of the Stockholder and the Company, any director, officer, agent, employee
      or
      other person acting on behalf of the Company or any Company Subsidiary, has:
      (i)
      given or agreed to give any gift or similar benefit of more than nominal value
      to any customer, supplier, or governmental employee or official or any other
      person who is or may be in a position to help or hinder the Company or any
      Company Subsidiary or assist the Company or any Company Subsidiary in connection
      with any proposed transaction, which gift or similar benefit, if not given
      in
      the past, might have materially and adversely affected the business or prospects
      of the Company or any Company Subsidiary, or which, if not continued in the
      future, might materially and adversely affect the business or prospects of
      the
      Company or any Company Subsidiary; or (ii) used any corporate or other funds
      for
      unlawful contributions, payments, gifts, or entertainment, or made any unlawful
      contributions, payments or gifts, or made any unlawful expenditures relating
      to
      political activity to government officials or others or established or
      maintained any unlawful or unrecorded funds in violation of Section 30A of
      the
      Exchange Act. Neither the Stockholder, the Company nor any Company Subsidiary,
      nor, to the knowledge of the Stockholder and the Company, any director, officer,
      agent, employee or other person acting on behalf of the Company or any Company
      Subsidiary, has accepted or received any unlawful contributions, payments,
      gifts
      or expenditures.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    4.27. Bank
      Accounts.
      Section
      4.27 of the Disclosure Schedule sets forth an accurate list of each bank, trust
      company, savings institution or other financial institution with which the
      Company has an account or safe deposit box and the names and identification
      of
      all persons authorized to draw thereon or to have access thereto, and sets
      forth
      the names of each person holding powers of attorney or agency authority from
      the
      Company, as applicable, and a summary of the terms thereof and the names of
      each
      person holding credit cards in the name of the Company, with the credit cards
      being so held identified.

    


    4.28. Corporate
      Names.
      Section
      4.28 of the Disclosure Schedule sets forth a complete and accurate list of
      names
      used by the Company and each of the Company Subsidiaries in addition to its
      corporate name.

    


    4.29. No
      Current Operations.
      The
      Company and the Company Subsidiaries have no current business operations. The
      Company and the Company Subsidiaries have (i) disposed (whether by sale,
      liquidation or otherwise) of all of their active business operations and (ii)
      neither the Company nor the Company Subsidiaries have any liabilities or
      obligations to the acquirors of such business operations, nor did the terms
      of
      disposition require them to retain any liabilities of such disposed business
      operations.

    


    4.30. Books
      and Records.
      The
      books of account, minute books, stock record books and other records of the
      Company and the Company Subsidiaries, all of which have been made available
      to
      BBI, are complete and correct in all material respects and have been maintained
      in accordance with sound business practices in all material
      respects.

    


    4.31 Listing
      and Maintenance Requirements.
      The
      Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange
      Act, and the Company has taken no action designed to, or which to its knowledge
      is likely to have the effect of, terminating the registration of the Common
      Stock under the Exchange Act nor has the Company received any notification
      that
      the SEC is contemplating terminating such registration. The Company has not,
      in
      the 12 months preceding the date hereof, received notice from the OTC Bulletin
      Board to the effect that the Company is not in compliance with the listing
      or
      maintenance requirements of such trading market. The Company is, and has no
      reason to believe that it will not in the foreseeable future continue to be,
      in
      compliance with all such listing and maintenance requirements. Following the
      consummation of the Merger, the Common Stock will be eligible for continued
      trading on the OTC Bulletin Board. 

    


    4.32 Manipulation
      of Price.
      Neither
      the Stockholder nor the Company has, and to their knowledge, no one acting
      on
      its behalf has, taken, directly or indirectly, any action designed to cause
      or
      to result in the stabilization or manipulation of the price of any security
      of
      the Company.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    4.33. Full
      Disclosure.
      No
      representation or warranty, exhibit or schedule furnished by or on behalf of
      the
      Company or any of the Company Subsidiaries in this Agreement or any other
      Transaction Document contains or will contain any untrue statement of a material
      fact, or omits or will omit to state a material fact necessary to make the
      statements contained herein or therein not misleading. None of the Stockholder,
      the Company or the Company Subsidiaries has any knowledge of any facts
      pertaining to the Stockholder, the Company or the Company Subsidiaries, or
      their
      business or assets that could have a Material Adverse Effect and that have
      not
      been disclosed in this Agreement, the schedules and exhibits hereto and the
      Transaction Documents, except for any facts relating solely to general economic,
      business or political developments affecting the economy generally.

    


    5. Representations
      and Warranties of BBI.
      BBI
      hereby represents and warrants to the Company that:

     

    5.1 Organization
      of BBI.
      BBI is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of the State of Texas and has all requisite corporate power and corporate
      authority to enter into the Transaction Documents, to consummate the
      transactions contemplated hereby and thereby, to own, lease and operate its
      properties and to conduct its business. 

    


    5.2 Authority.
      The
      execution, delivery and performance by BBI of the Transaction Documents and
      the
      consummation of the transactions contemplated hereby and thereby have been
      duly
      authorized by all necessary corporate action on the part of BBI, including,
      without limitation, the approval of the board of directors of BBI. The
      Transaction Documents have been duly executed and delivered by BBI and, assuming
      that the Transaction Documents constitute a valid and binding obligation of
      the
      Stockholder and the Company, constitute a valid and binding obligation of BBI.
      BBI is duly qualified or licensed to do business as a foreign corporation and
      is
      in good standing in each jurisdiction in which the property owned, leased or
      operated by it or the nature of the business conducted by it makes such
      qualification necessary, except where the failure to obtain such qualification
      or license would not, individually or in the aggregate, have a Material Adverse
      Effect. 

     

    5.3 No
      Violation; Consents and Approvals.
      The
      execution and delivery by BBI of the Transaction Documents does not, and the
      consummation of the transactions contemplated hereby and thereby and compliance
      with the terms hereof and thereof will not conflict with, or result in any
      violation of or default (or an event which, with notice or lapse of time or
      both, would constitute a default) under, (a) the terms and conditions or
      provisions of the articles of incorporation or by-laws of BBI, (b) any Laws
      applicable to BBI or the property or assets of BBI, or (c) give rise to any
      right of termination, cancellation or acceleration under, or result in the
      creation of any Lien upon any of the properties of BBI under, any Contracts
      to
      which BBI is a party or by which BBI or any of its assets may be bound, except,
      (i) BBI is required to obtain the prior consent of Orix Finance Corp. in order
      to consummate the transactions contemplated hereby, and (ii) in the case of
      clauses (b) and (c), for such conflicts, violations or defaults as to which
      requisite waivers or consents will have been obtained prior to the Closing
      or
      which, individually or in the aggregate, would not have a Material Adverse
      Effect. No Governmental Approval is required to be obtained or made by or with
      respect to BBI or any BBI Subsidiary in connection with the execution and
      delivery of this Agreement or the consummation by BBI of the transactions
      contemplated hereby, except where the failure to obtain such Governmental
      Approval would not, individually or in the aggregate, have an BBI Material
      Adverse Effect.

     

    
      
        
        

      

      
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    5.4 Purchase
      Entirely for Own Account.
      The
      Shares to be received by BBI hereunder will be acquired for its own account,
      not
      as nominee or agent, and not with a view to the resale or distribution of any
      part thereof in violation of the 1933 Act, and BBI has no present intention
      of
      selling, granting any participation in, or otherwise distributing the same
      in
      violation of the 1933 Act
      without
      prejudice, however, to BBI’s right at all times to sell or otherwise dispose of
      all or any part of such Shares in compliance with applicable federal and state
      securities laws.
      Nothing
      contained herein shall be deemed a representation or warranty by BBI to hold
      the
      Shares for any period of time. BBI
      is not a
      broker-dealer registered with the SEC under the 1934 Act or an entity engaged
      in
      a business that would require it to be so registered.

    


    5.5 Restricted
      Securities.
      BBI
      understands that the Shares are characterized as “restricted securities” under
      the U.S. federal securities laws inasmuch as they are being acquired from the
      Stockholder in a transaction not involving a public offering and that under
      such
      laws and applicable regulations such securities may be resold without
      registration under the 1933 Act only in certain limited
      circumstances.

    


    5.6 Legends.
      It is
      understood that, except as provided below, certificates evidencing the Shares
      may bear the following or any similar legend:

    


    (a) “The
      securities represented hereby have not been registered under the Securities
      Act
      of 1933, as amended (the ‘Act’) and may not be transferred unless (i) such
      securities have been registered for sale pursuant to the Act, (ii) such
      securities may be sold pursuant to Rule 144(k), or (iii) the Company has
      received an opinion of counsel reasonably satisfactory to it that such transfer
      may lawfully be made without registration under the Securities Act of 1933
      or
      qualification under applicable state securities laws.”

    


    (b) If
      required by the authorities of any state in connection with the issuance of
      sale
      of the Shares, the legend required by such state authority.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    


    6.
      Covenants
      Relating to Conduct of Business Pending the Closing

     

    6.1
       Conduct
      of the Business Pending the Closing.
      

    


    


    (a) During
      the period from the date of this Agreement and continuing until the Closing,
      each of the Stockholder and the Company agrees, that neither the Stockholder
      nor
      the Company shall, and shall cause the Company Subsidiaries not to, engage
      in
      any business whatsoever other than in connection with the consummation of the
      transactions contemplated by this Agreement and the Merger Agreement, and shall
      use commercially reasonable efforts to preserve intact its business and assets,
      maintain its assets in good operating condition and repair (ordinary wear and
      tear excepted), retain the services of its officers, employees and independent
      contractors and use reasonable commercial efforts to keep in full force and
      effect liability insurance and bonds comparable in amount and scope of coverage
      to that currently maintained with respect to its business, unless, in any case,
      BBI consents otherwise in writing.

    


    (b) During
      the period from the date of this Agreement and continuing until the Closing,
      each of the Stockholder and the Company agrees as to itself and, with respect
      to
      the Company, the Company Subsidiaries, that except as expressly contemplated
      or
      permitted by this Agreement, or to the extent that the other party shall
      otherwise consent in writing:

    


    


    (i)
       It
      shall
      not amend or propose to amend its certificate of incorporation or by-laws or
      equivalent organizational documents except as contemplated in this
      Agreement.

    


    (ii) It
      shall
      not, nor in the case of the Company shall it permit the Company Subsidiaries
      to,
      issue, deliver, sell, redeem, acquire, authorize or propose to issue, deliver,
      sell, redeem, acquire or authorize, any shares of its capital stock of any
      class
      or any securities convertible into, or any rights, warrants or options to
      acquire, any such shares or convertible securities or other ownership interest
      and, in the case of the Stockholder, shall not sell or otherwise transfer the
      Shares, provided that the Company shall be permitted to issue the shares of
      its
      Common Stock to be issued to the stockholders of BBI under the terms of the
      Merger Agreement.

    


    (iii) It
      shall
      not, nor in the case of the Company shall it permit any of the Company
      Subsidiaries to, nor shall it propose to: (i) declare, set aside, make or pay
      any dividend or other distribution, payable in cash, stock, property or
      otherwise, with respect to any of its capital stock or (ii) reclassify, combine,
      split, subdivide or redeem, purchase or otherwise acquire, directly or
      indirectly, any of its capital stock.

    


    (iv) Other
      than dispositions in the ordinary course of business consistent with past
      practice which would not cause a Material Adverse Effect, individually or in
      the
      aggregate, to it and its subsidiaries, taken as a whole, it shall not, nor
      shall
      it permit any of its subsidiaries to, sell, lease, encumber or otherwise dispose
      of, or agree to sell, lease (whether such lease is an operating or capital
      lease), encumber or otherwise
      dispose of its assets.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    (v) It
      shall
      promptly advise the other party hereto in writing of any change in the condition
      (financial or otherwise), operations or properties, businesses or business
      prospects of such party or any of its subsidiaries which would result in a
      Material Adverse Effect. 

    


    (vi) It
      shall
      not permit to occur any (1) change in accounting principles, methods or
      practices, investment practices, claims, payment and processing practices or
      policies regarding intercompany transactions, (2) incurrence of Indebtedness
      or
      any commitment to incur Indebtedness, any incurrence of a contingent liability,
      Contingent Obligation or other liability of any type, (3) cancellation of any
      debt or waiver or release of any contract, right or claim, except for
      cancellations, waivers and releases in the ordinary course of business
      consistent with its past practice which do not exceed $10,000 in the aggregate,
      (4) amendment, termination or revocation of, or a failure to perform obligations
      or the occurrence of any default under, (Y) any contract or agreement
      (including, without limitation, leases) to which it is or, as of December 31,
      2006, was a party, other than in the ordinary course of business consistent
      with
      past practice, or (Z) any License, (5) execution of termination, severance
      or
      similar agreements with any of its officers, directors, employees, agents or
      independent contractors or (6) entering into any leases of real property or
      agreement to acquire real property.

    


    (vii) It
      shall
      not, and the Company shall not permit any of the Company Subsidiaries to, take
      or agree or commit to take any action, (i) that is reasonably likely to make
      any
      of its representations or warranties hereunder inaccurate; or (ii) that is
      prohibited pursuant to the provisions of this Article VI.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    7. Additional
      Agreements.

    


    7.1 Access
      to Information.
      From the
      date hereof until the Closing or the earlier termination of this Agreement,
      each
      party shall give the other party and its respective counsel, accountants,
      representatives and agents full access, upon reasonable notice and during normal
      business hours, to such party’s facilities and the financial, legal, accounting
      and other representatives of such party with knowledge of the business and
      the
      assets of such party and, upon reasonable notice, shall be furnished all
      relevant documents, records and other information concerning the business,
      finances and properties of such party and its subsidiaries that the other party
      and its respective counsel, accountants, representatives and agents, may
      reasonably request. No investigation pursuant to this Section 7.1 shall affect
      or be deemed to modify any of the representations or warranties hereunder or
      the
      condition to the obligations of the parties to consummate the transactions
      contemplated hereby; it being understood that the investigation will be made
      for
      the purposes among others of the board of directors of each party determining
      in
      its good faith reasonable business judgment the accuracy of the representations
      and warranties of the other party. In the event of the termination of this
      Agreement, each party, if so requested by the other party, will return or
      destroy promptly every document furnished to it by or on behalf of the other
      party in connection with the transactions contemplated hereby, whether so
      obtained before or after the execution of this Agreement, and any copies thereof
      (except for copies of documents publicly available) which may have been made,
      and will use reasonable efforts to cause its representatives and any
      representatives of financial institutions and investors and others to whom
      such
      documents were furnished promptly to return or destroy such documents and any
      copies thereof any of them may have made.

    


    7.2 No
      Shop; Acquisition Proposals.
      From the
      date hereof until the Closing or the earlier termination of this Agreement,
      neither the Stockholder nor the Company shall, nor shall they authorize or
      permit any of their respective officers, directors or employees or Subsidiaries
      or any investment banker, financial advisor, attorney, accountant or other
      representative retained by it to, solicit, initiate or encourage (including
      by
      way of furnishing information), or take any other action to facilitate, any
      inquiries or the making of any proposal which constitutes, or may reasonably
      be
      expected to lead to, any Takeover Proposal, or negotiate with respect to, agree
      to or endorse any Takeover Proposal. The Stockholder and the Company shall
      promptly advise BBI orally and in writing of any such inquiries or proposals
      and
      shall also promptly advise BBI of any developments or changes regarding such
      inquiries or proposals. The Stockholder and the Company shall immediately cease
      and cause to be terminated any existing discussions or negotiations with any
      persons (other than BBI) conducted heretofore with respect to any Takeover
      Proposal. The Stockholder and the Company agree not to release (by waiver or
      otherwise) any third party from the provisions of any confidentiality or
      standstill agreement to which the Stockholder or the Company is a
      party.

    


    7.3 Legal
      Conditions to Closing; Reasonable Efforts.
      Each of
      BBI, the Stockholder and the Company shall take all reasonable actions necessary
      to comply promptly with all legal requirements which may be imposed on itself
      with respect to the consummation of the transactions contemplated hereby and
      will promptly cooperate with and furnish information to each other in connection
      with any such requirements imposed upon any of them or any of their Subsidiaries
      in connection with the consummation of the transactions contemplated hereby
      and
      the Merger pursuant to the terms of the Merger Agreement. Each of BBI, the
      Stockholder and the Company will, and the Company will cause the Company
      Subsidiaries to, take all reasonable actions necessary to obtain (and will
      cooperate with each other in obtaining) any consent, authorization, order or
      approval of, or any exemption by, any Governmental Entity or other public or
      private third party, required to be obtained or made by BBI, the Stockholder
      or
      the Company or any of the Company Subsidiaries in connection with the Closing
      or
      the taking of any action contemplated thereby or by this Agreement or the Merger
      Agreement. 

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    7.4 Certain
      Filing.
      Each
      party shall cooperate with the other in (a) determining whether any action
      by or
      in respect of, or filing with, any governmental body, agency, official or
      authority is required, or any actions, consents, approvals or waivers are
      required to be obtained from parties to any material contracts, in connection
      with the consummation of the transactions contemplated by this Agreement and
      the
      Merger Agreement and (b) seeking any such actions, consents, approvals or
      waivers or making any such filings, furnishing information required in
      connection therewith and seeking timely to obtain any such actions, consents,
      approvals or waivers. Each party shall consult with the other in connection
      with
      the foregoing and shall use all reasonable commercial efforts to take any steps
      as may be necessary in order to obtain any consents, approvals, permits or
      authorizations required in connection with the transactions contemplated hereby
      and the Merger.

    


    7.5 Public
      Announcements and Filings.
      Each
      party shall give the other a reasonable opportunity to comment upon, and, unless
      disclosure is required, in the opinion of counsel, by applicable law, approve
      (which approval shall not be unreasonably withheld), all press releases or
      other
      public communications of any sort relating to this Agreement or the transactions
      contemplated hereby or the Merger.

    


    7.6 Piggyback
      Registration Rights.
      BBI
      agrees to grant the Stockholder piggyback registration rights and to execute
      a
      registration rights agreement with the Stockholder at the Closing with respect
      to the shares of Common Stock retained by the Stockholder pursuant to the terms
      of this Agreement. The registration rights agreement shall provide for the
      same
      terms and conditions as the BK Holdings LLC registration rights agreement,
      provided, however, that the Stockholder shall have the right to have his shares
      included in one or more registration statements (only one if all shares are
      included is the initial registration statement filed) filed within one year
      from
      Closing, even if BK Holdings, LLC does not achieve or wish to have its shares
      registered, except to the extent limited by financing covenants, cut backs
      or
      applicable law. In addition, the Stockholder agrees to execute a lock-up
      agreement, if requested in connection with any financing, on the same terms
      and
      conditions as any lock-up agreement executed by BK Holdings, LLC in connection
      with any such financing. 

    


    8.
      Conditions
      to Closing.

    


    8.1 Conditions
      to BBI’s Obligations.
      The
      obligation of BBI to purchase the Shares at the Closing is subject to the
      fulfillment to BBI’s satisfaction, on or prior to the Closing Date, of the
      following conditions, any of which may be waived by such Investor (as to itself
      only):

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    (a) The
      representations and warranties made by the Stockholder and/or the Company in
      Section 4 hereof qualified as to materiality shall be true and correct at all
      times prior to and on the Closing Date, except to the extent any such
      representation or warranty expressly speaks as of an earlier date, in which
      case
      such representation or warranty shall be true and correct as of such earlier
      date, and, the representations and warranties made by the Company in Section
      4
      hereof not qualified as to materiality shall be true and correct in all material
      respects at all times prior to and on the Closing Date, except to the extent
      any
      such representation or warranty expressly speaks as of an earlier date, in
      which
      case such representation or warranty shall be true and correct in all material
      respects as of such earlier date. The Company shall have performed in all
      material respects all obligations and covenants herein required to be performed
      by it on or prior to the Closing Date.

    


    (b) The
      Stockholder and the Company shall have obtained any and all consents, permits,
      approvals, registrations and waivers necessary or appropriate for consummation
      of the purchase and sale of the Securities and the consummation of the other
      transactions contemplated by the Transaction Documents, all of which shall
      be in
      full force and effect.

    


    (c) (i)
      The
      Company and Merger Sub shall have executed and delivered the Merger Agreement
      to
      BBI, (ii) the Certificates of Merger to be filed with the Secretary of State
      for
      the State of Florida and the State of Texas shall have been submitted and
      approved pursuant to the terms of such state’s applicable laws and delivered to
      BBI’s legal counsel and (iii) the other conditions set forth in the Merger
      Agreement shall have been satisfied to BBI’s satisfaction.

    


    (d) No
      judgment, writ, order, injunction, award or decree of or by any court, or judge,
      justice or magistrate, including any bankruptcy court or judge, or any order
      of
      or by any governmental authority, shall have been issued, and no action or
      proceeding shall have been instituted by any governmental authority, enjoining
      or preventing the consummation of the transactions contemplated hereby, in
      the
      other Transaction Documents or in the Merger Agreement.

    


    (e) The
      Stockholder and the Company shall have delivered a Certificate, executed on
      behalf of the Stockholder and the Company by its Chief Executive Officer or
      its
      Chief Financial Officer, respectively, dated as of the Closing Date, certifying
      to the fulfillment of the conditions specified in subsections (a), (b), (c),
      (d), (h) and (i) of this Section 8.1.

    


    (f) The
      Company shall have delivered a Certificate, executed on behalf of the Company
      by
      its Secretary, dated as of the Closing Date, certifying the resolutions adopted
      by the Board of Directors of the Company approving the transactions contemplated
      by this Agreement and the other Transaction Documents and the Merger Agreement,
      certifying the current versions of the Articles of Organization and Bylaws
      or
      other organizational documents of the Company and certifying as to the
      signatures and authority of persons signing the Transaction Documents and
      related documents on behalf of the Company.

    


    (g) BBI
      shall
      have completed its due diligence review of the Company and such diligence review
      shall be satisfactory to BBI in all respects, provided, however, that such
      due
      diligence review shall be completed by BBI within five days after the date
      of
      this Agreement, unless the inability to complete such due diligence review
      is
      the result of actions taken or not taken by the Stockholder or the Company
      in
      response to requests for information regarding the Company or the Stockholder
      reasonably requested by BBI and, in such event, such five day period shall
      be
      tolled until such time as the Stockholder or the Company reasonably responds
      to
      such request.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    (h) No
      stop
      order or suspension of trading shall have been imposed by the SEC or any other
      governmental or regulatory body with respect to public trading in the Common
      Stock.

    


    (i) All
      outstanding Indebtedness of the Company shall have been fully paid and BBI
      shall
      have received evidence of such repayment in form and substance reasonably
      satisfactory to BBI. 

    


    8.2 Conditions
      to Obligations of the Stockholder.
      The
      Stockholder's obligation to sell the Shares at the Closing is subject to the
      fulfillment to the satisfaction of the Stockholder on or prior to the Closing
      Date of the following conditions, any of which may be waived by the
      Stockholder:

    


    (a) The
      representations and warranties made by BBI in Section 5 hereof shall be true
      and
      correct in all material respects when made, and shall be true and correct in
      all
      material respects on the Closing Date with the same force and effect as if
      they
      had been made on and as of said date. BBI shall have performed in all material
      respects all obligations and covenants herein required to be performed by them
      on or prior to the Closing Date.

    


    (b) BBI
      shall
      have delivered the Purchase Price to the Stockholder.

    


    8.3 Termination
      of Obligations to Effect Closing; Effects.

    


    (a) The
      obligations of the Stockholder, on the one hand, and BBI, on the other hand,
      to
      effect the Closing shall terminate as follows:

    


    (i) Upon
      the
      mutual written consent of the Stockholder and BBI;

    


    (ii) By
      the
      Stockholder if any of the conditions set forth in Section 8.2 shall have become
      incapable of fulfillment, and shall not have been waived by the
      Company;

    


    (iii) By
      BBI if
      any of the conditions set forth in Section 8.1 shall have become incapable
      of
      fulfillment, and shall not have been waived by BBI; or

    


    (iv) By
      either
      the Stockholder or BBI if the Closing has not occurred on or prior to August
      31,
      2007;

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    

     

    provided,
      however, that, except in the case of clause (i) above, the party seeking to
      terminate its obligation to effect the Closing shall not then be in breach
      of
      any of its representations, warranties, covenants or agreements contained in
      this Agreement or the other Transaction Documents if such breach has resulted
      in
      the circumstances giving rise to such party’s seeking to terminate its
      obligation to effect the Closing.

    


    (b) Nothing
      in this Section 8.3 shall be deemed to release any party from any liability
      for
      any breach by such party of the terms and provisions of this Agreement or the
      other Transaction Documents or to impair the right of any party to compel
      specific performance by any other party of its obligations under this Agreement
      or the other Transaction Documents.

    


    9. Survival
      and Indemnification.

    


    9.1 Survival.
      The
      representations, warranties, covenants and agreements contained in this
      Agreement shall survive the Closing of the transactions contemplated by this
      Agreement for a period of one (1) year from the Closing Date.

    


    9.2 Indemnification.
      

    


    (a) To
      the
      extent permitted by law, the Stockholder shall indemnify and hold harmless
      BBI
      and its Affiliates and their respective directors, officers, employees and
      agents from and against any and all losses, claims, damages, liabilities and
      expenses (including without limitation reasonable attorney fees and
      disbursements and other expenses incurred in connection with investigating,
      preparing or defending any action, claim or proceeding, pending or threatened
      and the costs of enforcement thereof) (collectively, “Losses”) to which such
      Person may become subject as a result of any breach of representation, warranty,
      covenant or agreement made by or to be performed on the part of the Company
      under the Transaction Documents, and will reimburse any such Person for all
      such
      amounts as they are incurred by such Person.

    


    (b) To
      the
      extent permitted by law, BBI shall indemnify and hold harmless the Stockholder
      from and against any and all Losses to which the Stockholder may become subject
      as a result of any breach of representation, warranty, covenant or agreement
      made by or to be performed on the part of BBI under the Transaction Documents,
      and will reimburse any such Person for all such amounts as they are incurred
      by
      such Person.

    


    9.3 Conduct
      of Indemnification Proceedings.
      Promptly
      after receipt by any Person (the “Indemnified
      Person”) of notice of any demand, claim or circumstances which would or might
      give rise to a claim or the commencement of any action, proceeding or
      investigation in respect of which indemnity may be sought pursuant to Section
      9.2, such Indemnified Person shall promptly notify the indemnifying party (the
      “Indemnifying Party”) in writing and the Indemnifying Party shall assume the
      defense thereof, including the employment of counsel reasonably satisfactory
      to
      such Indemnified Person, and shall assume the payment of all reasonable fees
      and
      expenses; provided,
      however, that
      the
      failure of any Indemnified Person so to notify the Indemnifying Party shall
      not
      relieve the Indemnifying Party of its obligations hereunder except to the extent
      that the Indemnifying Party is materially prejudiced by such failure to notify.
      In any such proceeding, any Indemnified Person shall have the right to retain
      its own counsel, but the fees and expenses of such counsel shall be at the
      expense of such Indemnified Person unless: (i) the Indemnifying Party and the
      Indemnified Person shall have mutually agreed to the retention of such counsel;
      or (ii) in the reasonable judgment of counsel to such Indemnified Person
      representation of both parties by the same counsel would be inappropriate due
      to
      actual or potential differing interests between them. The Indemnifying Party
      shall not be liable for any settlement of any proceeding effected without its
      written consent, which consent shall not be unreasonably withheld, but if
      settled with such consent, or if there be a final judgment for the plaintiff,
      the Indemnifying Party shall indemnify and hold harmless such Indemnified Person
      from and against any loss or liability (to the extent stated above) by reason
      of
      such settlement or judgment. Without the prior written consent of the
      Indemnified Person, which consent shall not be unreasonably withheld, the
      Indemnifying Party shall not effect any settlement of any pending or threatened
      proceeding in respect of which any Indemnified Person is or could have been
      a
      party and indemnity could have been sought hereunder by such Indemnified Party,
      unless such settlement includes an unconditional release of such Indemnified
      Person from all liability arising out of such proceeding.

     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    9.4 Limitations.
      Notwithstanding the foregoing, the obligation under this Agreement of an
      Indemnifying Party to indemnify any Indemnified Party with respect to Losses
      shall not exceed the Purchase Price. The foregoing limitation shall not apply,
      however, to (i) any breach of the representations or warranties in Sections
      4.1,
      4.2, 4.5, 4.6, 4.18, 4.22, 4.24, 5.1 and 5.2, (ii) any breach of representations
      or warranties that was made with an intent to mislead or defraud or with
      reckless disregard for the accuracy thereof and (iii) any breach of any covenant
      or agreement to be performed by a party hereunder.

    


    10. Miscellaneous.

    


    10.1 Successors
      and Assigns.
      This
      Agreement may not be assigned by a party hereto without the prior written
      consent of the other party, provided, however, that BBI may assign its rights
      and delegate its duties hereunder in whole or in part to an Affiliate without
      the prior written consent of the Company or the Stockholder provided, that no
      such assignment or obligation shall affect the obligations of BBI hereunder.
      The
      provisions of this Agreement shall inure to the benefit of and be binding upon
      the respective permitted successors and assigns of the parties and to successors
      by operation of law. Nothing in this Agreement, express or implied, is intended
      to confer upon any party other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities under
      or by reason of this Agreement, except as expressly provided in this
      Agreement.

    


    10.2 Counterparts;
      Faxes.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. This Agreement may also be executed and transmitted via facsimile
      or
      by .pdf (portable document format) via electronic mail, each of which shall
      be
      deemed an original.

    


    10.3 Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    10.4 Notices.
      Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given as hereinafter
      described (i) if given by personal delivery, then such notice shall be deemed
      given upon such delivery, (ii) if given by telex or telecopier, then such notice
      shall be deemed given upon receipt of confirmation of complete transmittal,
      (iii) if given by mail, then such notice shall be deemed given upon the earlier
      of (A) receipt of such notice by the recipient or (B) three days after such
      notice is deposited in first class mail, postage prepaid, and (iv) if given
      by
      an internationally recognized overnight air courier, then such notice shall
      be
      deemed given one Business Day after delivery to such carrier. All notices shall
      be addressed to the party to be notified at the address as follows, or at such
      other address as such party may designate by ten days’ advance written notice to
      the other party:

    


    If
      to the
      Stockholder:

    


    John
      Raby

    2261
      Dailey Street

    Superior,
      Colorado 80027

    Fax:
      303-499-3815

    


    With
      a
      copy to (which shall not constitute notice):

    


    M.
      A.
      Littman

    7609
      Ralston Road

    Arvada,
      Colorado 80002

    Fax:
      303-431-1567

    


    If
      to
      BBI, to:

    


    Boo
      Koo
      Beverages, Inc.

    4951
      Airport Parkway

    Suite
      660

    Addison,
      TX 75001

    Attention:
      Stephen Ruffini

    Fax:
      972-930-9463

    


    With
      a
      copy to (which shall not constitute notice):

    


    Lowenstein
      Sandler PC

    65
      Livingston Avenue

    Roseland,
      N.J. 07068

    Attention:
      Steven M. Skolnick

    Fax:
      973-597-2477

    


    or
      such
      other address or telex or telecopy number as such party may hereafter specify
      for the purpose by notice to the other party hereto.

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    10.5 Expenses.
      The
      parties hereto shall pay their own costs and expenses in connection herewith.
      

    


    10.6 Amendments
      and Waivers.
      Any
      term of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the
      Stockholder, the Company and BBI. 

    


    10.7 Severability.
      Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof but shall be interpreted as if it were written so as to be
      enforceable to the maximum extent permitted by applicable law, and any such
      prohibition or unenforceability in any jurisdiction shall not invalidate or
      render unenforceable such provision in any other jurisdiction. To the extent
      permitted by applicable law, the parties hereby waive any provision of law
      which
      renders any provision hereof prohibited or unenforceable in any
      respect.

    


    10.8 Entire
      Agreement.
      This
      Agreement, including the Disclosure Schedules, and the other Transaction
      Documents constitute the entire agreement among the parties hereof with respect
      to the subject matter hereof and thereof and supersede all prior agreements
      and
      understandings, both oral and written, between the parties with respect to
      the
      subject matter hereof and thereof.

    


    10.9 Governing
      Law; Consent to Jurisdiction; Waiver of Jury Trial.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of Florida without regard to the choice of law principles
      thereof. Each of the parties hereto irrevocably submits to the exclusive
      jurisdiction of the courts of the State of Florida located in Dade County and
      the United States District Court for the District of Florida for the purpose
      of
      any suit, action, proceeding or judgment relating to or arising out of this
      Agreement and the transactions contemplated hereby. Service of process in
      connection with any such suit, action or proceeding may be served on each party
      hereto anywhere in the world by the same methods as are specified for the giving
      of notices under this Agreement. Each of the parties hereto irrevocably consents
      to the jurisdiction of any such court in any such suit, action or proceeding
      and
      to the laying of venue in such court. Each party hereto irrevocably waives
      any
      objection to the laying of venue of any such suit, action or proceeding brought
      in such courts and irrevocably waives any claim that any such suit, action
      or
      proceeding brought in any such court has been brought in an inconvenient forum.
      EACH
      OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
      LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN
      CONSULTED SPECIFICALLY AS TO THIS WAIVER.

    


     

    [signature
      page follows]

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
      authorized officers to execute this Agreement as of the date first above
      written.

     

    
      	 	 	 
	 	The
              Stockholder
	 
 	 
 	 
 
	 	
              /s/
                John
                Raby

            
	 	
              John Raby

            
	 	
            	 
	 	Captech Financial Group,
              Inc.
	 	 	 
	 	 	 
	 	By:	
              /s/
                Wesley F. Whiting

            
	 	Name: 	
              Wesley
                F. Whiting

            
	 	Title:	
              President

            
	 	 	 
	 	 	 
	 	Boo Koo Beverages, Inc.
	 	 	 
	 	 	 
	 	By:	
              /s/
                Stephen C. Ruffini 

            
	 	Name: 	
              Stephen
                C. Ruffini

            
	 	Title:	
              Chief
                Financial Officer

            


    

     

    
      
        
        

      

      
        -37-