Stock Purchase Agreement dated January 21, 2006


     

    Exhibit
      10.1

     

    STOCK
      PURCHASE AGREEMENT 

     

    THIS
      STOCK PURCHASE AGREEMENT is
      made as of the 11th
      day of January, 2006 by and between the following:

    


    (a)     
      AMERICHIP
      INTERNATIONAL, INC. (the
      "Company"), a Nevada corporation, whose address for purposes of this Agreement
      is 9282 General Drive, Suite 100, Plymouth, Michigan 48170-4607; and


     

    (b)     
      MARC
      WALTHER (“Walther”)
      whose address for purposes of this Agreement is 16906 Kenneth Drive, Macomb,
      MI
      48044 and EDWARD
      RUTKOWSKI
      (“Rutkowski”, with Walther the “Investors”), whose address for purposes of this
      Agreement is 641 Robins Nest Drive, Shelby Twp, MI 48035. 

    


     

    Recitals.

    


    A.     
      The
      Company and Investors are executing and delivering this Agreement in reliance
      upon the exemption from securities registration afforded by the provisions
      of
      Regulation D (“Regulation D”), as promulgated by the U.S. Securities and
      Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended
      (the “Securities Act”).

    


    B.     
      The
      Company desires to satisfy and cancel the indebtedness due and owing to the
      Investors under the terms of a Licensing Agreement entered into in January,
      2003
      with the issuance of shares of its $0.001 par value common stock (“Common
      Stock”), and the Investors desire to purchase and receive shares of Common Stock
      in satisfaction of indebtedness due and owing to them by the Company, all in
      accordance with the terms and provisions set forth in this Agreement.


    


    NOW
      THEREFORE
      in consideration of the foregoing recitals, the mutual representations,
      warranties and covenants contained herein and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties agree as follows:

    


    I.         PURCHASE
      AND SALE TRANSACTION.

    


    1.1     
      Sale
      and Issuance of Common Stock.  Subject
      to the terms and conditions of this Agreement, the Investors agree to purchase,
      and the Company agrees to sell and issue to the Investors, shares of its Common
      Stock as follows:

    


    (a)    
      Walther
      shall be sold and issued 12,000,000 shares of Common Stock in consideration
      and
      exchange for the payment, satisfaction and cancellation of indebtedness due
      and
      owing to Walther by the Company in the aggregate amount $1,020,000.00; being
      the
      accrued principal and accrued interest due and owing as of January 1, 2006
      plus
      the discounted present value of the monthly payments arising from the unpaid
      $650,000 principal and interest due thereon

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    to
      him under the terms of that certain Licensing Agreement dated on or about
      January 21, 2003. The purchase price per share of Common Stock shall be $0.085.
      

    


    (b)     
      Rutkowski
      shall be sold and issued 12,000,000 shares of Common Stock in consideration
      and
      exchange for the payment, satisfaction and cancellation of indebtedness due
      and
      owing to Rutkowski by the Company in the aggregate amount of $1,020,000.00;
      being the accrued principal and accrued interest due and owing as of January
      1,
      2006 plus the discounted present value of the monthly payments arising from
      the
      unpaid $650,000 principal and interest due thereon to him under the terms of
      that certain Licensing Agreement dated on or about January 21, 2003. The
      purchase price per share of Common Stock shall be $0.085. 

    


    1.2     
      Closing.The
      initial purchase, sale and issuance of the Common Stock (the “Closing”) shall
      take place on January 11, 2006 (the “Closing Date”) at a time and place to be
      mutually agreed upon by the parties. At the Closing:

    


    (a)     
      The
      Company shall deliver to, or cause to be delivered to, Walther a certificate
      representing 12,000,000 shares of the Company’s Common Stock; 

    


    (b)     
      The
      Company shall deliver to, or cause to be delivered to, Rutkowski a certificate
      representing 12,000,000 shares of the Company’s Common Stock; 

    


    (c)     
      Walther
      shall execute and deliver to the Company a document or instrument, in such
      form
      and content as acceptable to the Company, whereby Walther covenants,
      acknowledges and agrees that the indebtedness due and owing to him under the
      terms of that certain Licensing Agreement dated on or about January 21, 2003
      has
      been paid and satisfied in full; 

    


    (d)     
      Rutkowski
      shall execute and deliver to the Company a document or instrument, in such
      form
      and content as acceptable to the Company, whereby Rutkowski covenants,
      acknowledges and agrees that the indebtedness due and owing to him under the
      terms of that certain Licensing Agreement dated on or about January 21, 2003
      has
      been paid and satisfied in full; and 

    


    (e)     
      Each
      party hereto shall execute and deliver such other documents or instruments
      as
      may be necessary in order to consummate the purchase and sale transaction as
      provided for under the terms and provisions of this Agreement. 

    


    1.3     
      Restrictions
      on Transfer.
      The Company’s shares of Common Stock, when issued and delivered to the Investors
      hereunder, shall not be registered under the Securities Act, nor shall the
      Investors be granted any registration rights as to such shares. Each certificate
      representing shares of the Common Stock will bear a customary restrictive legend
      which states in effect that such shares have not been registered under the
      Securities Act and consequently may not be transferred, assigned, sold or
      hypothecated unless registered under the Securities Act or, in the opinion
      of
      Company’s counsel, an exemption from the registration requirements of the
      Securities Act is available for such transaction. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    II.       
      REPRESENTATIONS
      AND WARRANTIES.

    


    2.1     
      Representations
      and Warranties of the Company.
      The Company hereby represents and warrants to the Investors that the statements
      contained in this Section 2.1 are correct and complete as of the date of this
      Agreement and will be correct and complete as of the Closing Date (as though
      then and as though the Closing Date was substituted for the date of this
      Agreement throughout this Section 2.1), except as set forth in the disclosure
      schedule accompanying this Agreement (the “Company Disclosure Statement”). The
      Company Disclosure Statement will be arranged in paragraphs corresponding to
      the
      lettered subsections contained in this Section 2.1. 

    


    (a)     
      Due
      Organization.
      The Company and each of its subsidiaries is duly organized, validly existing,
      and in good standing under the laws of the jurisdiction in which it is
      organized, and has all requisite corporate power and authority to conduct its
      business, to own its properties and to execute and deliver, and to perform
      all
      of its obligations under this Agreement to which it is a party.

    


    (b)     
      Due
      Authority.
      The execution, delivery and performance under this Agreement and the documents
      provided for herein by Company have been authorized by all necessary corporate
      action. 

    


    (c)     
      Capitalization. As
      of the date hereof and as of Closing, the Company’s authorized capitalization
      consists of 500,000,000 shares of common stock, no par value, of which
      245,918,635 shares are issued and outstanding and approximately 3,250,000 shares
      have been reserved for potential issuance with respect to certain warrants.
      All
      issued and outstanding shares have been duly authorized, validly issued and
      fully paid and nonassessable with no personal liability attached to the
      ownership thereof, and subject to no preemptive rights of any shareholder.
       

     

    (d)     
      Outstanding
      Options, Warrants or Other Rights.
      The Company has no outstanding warrants, options or similar rights whereby
      any
      person may subscribe for or purchase shares of its common stock, nor are there
      any other securities outstanding which are convertible into or exchangeable
      for
      its common stock except for 3,250,000 warrants included in a Form SB-2
      Registration Statement filed in September, 2004 which has never been declared
      effective. There are no contracts or commitments pursuant to which any person
      may acquire or the Company may become bound to issue any shares of its common
      stock. 

    


    (e)     
      Issuance
      of Shares. The
      shares of Common Stock to be issued to the Investors are duly authorized and
      reserved for issuance and, upon issuance, will be validly issued, fully paid
      and
      non-assessable, and free from all taxes, liens, claims and encumbrances and
      will
      not be subject to preemptive rights or other similar rights of stockholders
      of
      the Company, other than (i) restrictions on transferability as may be applicable
      under federal and state securities laws, and (ii) restrictive stock legend
      as
      contemplated by this Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (f)     
      Stockholder
      Approval.
      Approval of the stockholders of the Company is not required for the
      authorization, execution and delivery of this Agreement, the performance of
      all
      obligations of the Company hereunder, and the authorization, issuance (or
      reservation for issuance) and delivery of the certificates evidencing the shares
      to be issued to the Investors as provided for in Sections 1.2(c) and (d) above.
      

    


    (g)     
      Government
      Consents.
      Other than those that have been duly obtained or filings which are required
      under applicable securities laws, which filings, if any, will be made within
      the
      applicable periods required by such laws, no consent, approval, order or
      authorization of, or registration, qualification, designation, declaration
      or
      filing with, any local, state or federal governmental authority, on the part
      of
      the Company is required in connection with the consummation of the transactions
      contemplated by this Agreement. 

    


    (h)     
      Offering.
      Subject to the truth and accuracy of the Investor’s representations set forth in
      Section 1.2 of this Agreement, the offer, sale and issuance of the shares of
      Common Stock as contemplated by this Agreement are exempt from the registration
      requirements of the Securities Act of 1933, as amended, and applicable state
      securities laws, and neither the Company nor any authorized agent acting on
      its
      behalf will take any action hereafter that would cause the loss of such
      exemption. 

    


    (i)     
      Noncontravention.
      The execution of this Agreement by the Company and the consummation of the
      transactions contemplated hereby will not result in the breach of any term
      or
      provision of, or constitute a default under, any provision or restrictions
      of
      any indenture, agreement, or other instrument or any judgment, order, or decree
      to which the Company is a party or by which it is bound, or will it conflict
      with any provisions or the Articles of Incorporation or Bylaws of the Company.
      

    


    (j)     
      Litigation.
      There are no suits, actions or proceedings at law or in equity, pending or
      threatened against or affecting the Company that can be expected to result
      in
      any materially adverse change in the business, properties, operations,
      prospects, or assets or in its condition, financial or otherwise. At Closing,
      there will be no outstanding order, judgment, injunction, award or decree of
      any
      court, government or regulatory body or other tribunal against or involving
      the
      Company.

    


    (k)     
      Laws
      and Regulations.
      The Company has complied with all laws, rules, regulations and ordinances
      relating to or affecting the conduct of the Company's business and the Company
      possesses and holds all licenses and permits required in its business by
      federal, state or local authorities.

    


    (l)     
      Absence
      of Certain Changes.
      Since October 17, 2005, there has been no material adverse change and no
      material adverse development in the business, properties, operations, financial
      condition or results of operation of the Company or any of its subsidiaries,
      except as set forth in the Company’s Disclosure Statement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (m)     
      SEC
      Filings.
      The Company has made all filings with the SEC that it has been required to
      make
      under the Securities Act and the Securities Exchange Act of 1934, as amended
      (collectively the “Public Reports”). Each of the Public Reports has complied
      with the Securities Act and the Securities Exchange Act in all material
      respects. None of the Public Reports, as of their respective dates, contained
      any untrue statement of a material fact, or omitted to state a material fact
      necessary in order to make the statements made therein, in light of the
      circumstances under which they were made, not misleading.

    


    (n)     
      Full
      Disclosure.
      Neither this Agreement nor any other instrument furnished by or on behalf of
      the
      Company contains any untrue statement of a material fact or omits to state
      a
      material fact necessary to make any statements made not misleading, and there
      is
      no fact that materially and adversely affects, or foreseeably may materially
      and
      adversely affect, the Company’s financial condition, liabilities, business, or
      assets that have not been disclosed herein or in any other
      instrument.

    


    (o)     
      Representations
      and Warranties True at Closing.
      Except as expressly herein otherwise provided, all of the representations and
      warranties of the Company set forth herein shall be true as of the Closing
      Date
      as though such representations and warranties were made on and as of such
      date.

    


    2.2     
      Representations
      and Warranties of Investors.
      The Investors represent and warrant to the Company that the statements contained
      in this Section 2.2 are correct and complete as of the date of this Agreement
      and will be correct and complete as of the Closing Date (as though then and
      as
      though the Closing Date was substituted for the date of this Agreement
      throughout this Section 2.2): 

    


    (a)     
      Authorization.
      The Investors have full power and authority to enter into this Agreement, which
      constitutes the valid and legally binding obligation of the Investors
      enforceable against the Investors in accordance with its terms, except (i)
      as
      limited by applicable bankruptcy, insolvency and other laws of general
      application affecting the enforcement of creditors’ rights generally, and (ii)
      as limited by laws relating to the availability of specific performance,
      injunctive relief, or other equitable remedies. 

    


    (b)     
      Investment
      Intent.
      Each Investor is acquiring his respective shares of the Company’s Common Stock
      as contemplated under the terms of this Agreement for investment and his own
      account, not as a nominee or agent, and not with a view to the resale or
      distribution of any part thereof and each Investor has no present intention
      of
      selling, granting any participation in, or otherwise distributing the same.
      

    


    (c)     
      Disclosure
      of Information. The
      Investors have received all information they consider necessary or appropriate
      for deciding whether to purchase the shares of the Company’s Common Stock as
      provided for herein. The Investors further represent that they have

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    had
      an opportunity to ask questions and receive answers from the Company regarding
      the terms and conditions of the offering of the Company’s Common Stock and the
      business, properties, prospects and financial condition of the Company. The
      foregoing, however, does not limit of modify the representations and warranties
      in Section 1.2 of this Agreement of the right of the Investors to rely
      thereon.

    


    (d)     
      Investment
      Experience.
      Each Investor acknowledges that he is able to fend for himself, can bear the
      economic risk of his investment, and has such knowledge and experience in
      financial and business matters that he is capable of evaluating the merits
      and
      risks of an investment in the shares of the Company’s Common Stock.


    


    (e)     
      Accredited
      Investor.
      Each Investor is an “accredited investor” within the meaning of Rule 501 of
      Regulation D promulgated under the Securities Act of 1933, as amended, as
      presently in effect. 

    


    (f)     
      Restricted
      Securities.
      The Investors understand that the shares of Common Stock they are purchasing
      are
      characterized as “restricted securities” under the federal securities laws
      inasmuch as they are being acquired from the Company 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 Securities Act
      of
      1933, as amended, only in certain limited circumstances. In this connection,
      the
      Investors represent that they are familiar with Rule 144 promulgated under
      the
      Securities Act of 1933, as amended, as presently in effect, and understands
      the
      resale limitations imposed thereby and by the Securities Act of 1933, as
      amended. 

    


    (g)     
      Stock
      Legends.
      Each Investor acknowledges and understands that the certificate(s) representing
      his shares of Common Stock issued under the terms of this Agreement shall bear
      a
      customary restrictive legend conspicuously noted on said
      certificate(s).

    


    III.     
      COVENANTS.

    


    From
      the date of this Agreement until the Closing Date, the Company and Investors
      agree as follows:

    


    3.1     
      General. Each
      of the parties hereto will use its best efforts to take all actions and to
      do
      all things necessary in order to consummate and make effective the transaction
      contemplated by this Agreement (including satisfaction of the closing conditions
      set forth in Article IV below).

    


    3.2     
      Regulatory
      Matters and Approvals.
      The parties hereto will give notices to, make any filings with, and use its
      best
      efforts to obtain any authorizations, consents and approvals of governments
      and
      governmental agencies in connection with the matters referred to herein. Without
      limiting the generality of the foregoing:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (a)     
      Securities
      Law Compliance.
      The Company will take all actions as may be necessary, proper and advisable,
      in
      order to claim an exemption from registration requirements under Federal and
      state securities laws in connect with the offering and issuance of the shares
      of
      Common Stock to the Investors as provided for under this Agreement.  

    


    3.3     
      Reporting
      Status.
      So long as the Investors beneficially own any shares of Common Stock , the
      Company shall timely file all reports required to be filed with the SEC pursuant
      to the Securities Exchange Act of 1934 (“Exchange Act”), and the Company shall
      not terminate its status as an issuer required to file reports under the
      Exchange Act even if the Exchange Act or the rules and regulations thereunder
      shall permit such termination. 

    


    3.4     
      Access.
      The Company agrees that it will permit the Investors and their agents,
      accountants, attorneys and other representatives full access, during reasonable
      business hours throughout the term or applicability of this Agreement, to all
      premises, properties, personnel, books, records, contracts and documents of
      or
      pertaining to the Company’s business affairs, operations, properties and
      financial affairs as the Investors may reasonably request. All information
      provided shall be furnished strictly subject to the confidentiality provision
      of
      this Agreement. 

    


    3.5     
      Confidentiality.
      All information and documents furnished pursuant to Section 3.4 of this
      Agreement shall be deemed and treated as proprietary in nature. Each Investor
      agrees that he shall hold all information received pursuant to or in connection
      with this Agreement in the highest and strictest confidence and shall not reveal
      any such information to any individual who is not one of his agents, attorney
      or
      accountant, and that he will not use any such information obtained for any
      purpose whatsoever other than assisting in his due diligence inquiry precedent
      to the Closing and, if this Agreement is terminated for any reason whatsoever,
      agrees to return to the Company any all tangible embodiments (and all copies)
      thereof which are in his possession. This covenant shall survive the
      consummation or termination of this Agreement. 

    


    3.6     
      Publicity
      and Filings.
      All press releases, shareholder communications, filings with the SEC or other
      governmental agency or body and other information and publicity generated by
      the
      Company regarding this Agreement shall be reviewed and approved by the Investors
      and their counsel before release or dissemination to the public or filing with
      any governmental agency or body whatever. 

    


    3.7     
      Notice
      of Developments.
      Each party hereto will give prompt written notice to the other of any material
      adverse development causing a breach of any of its own representations and
      warranties in Sections 2.1, 2.2 and 2.3 above. No disclosure by any party hereto
      pursuant to this Section 3.7, however, shall be deemed to amend or supplement
      the disclosure statement provided under the terms of this Agreement or to
      prevent or cure any breach of warranty, breach of covenant or
      misrepresentation.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IV.     
      CONDITIONS
      TO THE CLOSING.

    


    4.1     
      Conditions
      Precedent to Closing by Company.
      The obligation of the Company to consummate the sale and issuance to the
      Investors of shares of Common Stock contemplated by this Agreement are subject
      to satisfaction, or written waiver by the Investors, of the following conditions
      by the Investors at or before the Closing Date:

    


    (a)     
      Representations
      and Warranties True.
      The representations and warranties by Investors shall have been correct on
      and
      as of the Closing Date with the same force and effect (except as expressly
      provided in the Agreement or otherwise approved in writing by the Company)
      as
      though such representations and warranties had been made on and as of the
      Closing Date.

    


    (b)     
      Performance.
      The Investors shall have performed and complied with all terms, covenants,
      agreements and conditions contained in this Agreement that are required to
      be
      performed or complied with by them on or before the Closing. 

    


    (c)     
      Acknowledgment
      of Satisfaction of Indebtedness.
      The Investors shall have executed and delivered to the Company such document
      or
      instrument at the Closing as contemplated pursuant to Sections 1.2(c) and (d)
      above. 

    


    (d)     
      Qualification.
      All authorizations, approvals, or permits, if any, of any governmental authority
      or regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the shares of Common Stock
      as
      contemplated by this Agreement shall be duly obtained and effective as of the
      Closing. 

    


    4.2     
      Conditions
      to Investor's Obligations.
      The obligations of the Investors under this Agreement are subject to
      satisfaction, or written waiver by the Company, of the following conditions
      by
      the Company at or before the Closing Date:

    


    (a)     
      Representations
      and Warranties True.
      The representations and warranties by the Company in the Agreement shall have
      been correct on and as of the Closing Date with the same force and effect
      (except as expressly provided in the Agreement or otherwise approved in writing
      by the Shareholders) as though such representations and warranties had been
      made
      on and as of the Closing Date.

    


    (b)     
      Performance.
      The Company shall have performed and complied in all material respects with
      all
      terms, covenants, agreements and conditions contained in this Agreement that
      are
      required to be performed or complied with by it on or before the Closing.


    


    (c)     
      Secretary’s
      Certificate.
      The Investors shall have received a certificate, dated the Closing Date and
      signed by the corporate secretary of the Company (or other authorized officer
      or
      representative of the Company), certifying the truth and correctness of the
      resolutions of

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    the
      Board approving the Company entering into this Agreement, the consummation
      of
      the transactions contemplated herein and certifying as to the incumbency of
      the
      officers authorized to execute this Agreement and other related documents and
      instruments. 

     

    (d)     
      Qualifications.
      All authorizations, approvals, or permits, if any, of any governmental authority
      or regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the shares of Common Stock
      as
      contemplated by this Agreement shall be duly obtained and effective as of the
      Closing. 

    


    (e)     
      Stock
      Certificates.
      The Company shall have delivered to the Investors stock certificates
      representing the shares of Common Stock as set forth in Sections 1.2 above.
      

    


    


    V.       
      TERMINATION.

    


    5.1      
      Termination
      of Agreement.
      This Agreement may be terminated as provided below:

    


    (a)     
      The
      parties hereto may terminate this Agreement by mutual consent at any time prior
      to the Closing Date;

    


    (b)     
      The
      Company may terminate this Agreement by giving written notice to the Investors
      at any time prior to the Closing Date (1) in the event the Investors have
      breached any material representation, warranty, or covenant contained in this
      Agreement in any material respect, the Company has notified the Investors of
      this breach, and the breach has continued without cure for a period of 10 days
      after the notice of breach, or (2) if the Closing shall not have occurred on
      or
      before January 17, 2006 by reason of the failure of any condition precedent
      under Section 4.1 hereof (unless the failure results primarily from the Company
      breaching any representation, warranty, or covenant contained in this
      Agreement); and 

    


    (c)     
      The
      Investors may terminate this Agreement by giving written notice to the Company
      at any time prior to the Closing Date (1) in the event the Company has breached
      any material representation, warranty, or covenant contained in this Agreement
      in any material respect, the Investors have notified the Company of this breach,
      and the breach has continued without cure for a period of 10 days after the
      notice of breach, or (2) if the Closing shall not have occurred on or before
      January 17, 2006 by reason of the failure of any condition precedent under
      Section 4.2 hereof (unless the failure results primarily from the Investors
      breaching any representation, warranty, or covenant contained in this
      Agreement).

    


    5.2     
      Effect
      of Termination.
      If any party hereto terminates this Agreement pursuant to Section 5.1 above,
      all
      rights and obligations of the parties hereunder shall terminate without any
      liability of any party to the other party (except for any liability of any
      Party
      then in breach);

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    provided,
      however, that the confidentiality provisions contained in Section 3.5 above
      shall survive any such termination.

    


    VI.     
      GENERAL
      PROVISIONS.

    


    6.1     
      Entire
      Agreement.
      This Agreement embodies the entire agreement and understanding between the
      parties concerning the subject matter hereof and supersedes any and all prior
      negotiations, understandings or agreements in regard thereto.

    


    6.2     
      Applicable
      Law.
      This Agreement shall be construed in accordance and governed by the laws of
      the
      State of Nevada.

    


    6.3     
      Notices.
      Unless otherwise changed by notice given in accordance with this provision,
      any
      notice or other communications required or permitted herein shall be deemed
      given if delivered personally or sent by certified mail, postage prepaid, return
      receipt requested, addressed to the other parties at the addresses set forth
      above. 

    


    6.4     
      Waiver.
      All rights and remedies under this Agreement are cumulative and are not
      exclusive of any other rights and remedies provided by law. No delay or failure
      in the exercise of any right or remedy arising under this Agreement shall
      operate as a waiver of any subsequent right or remedy subsequently arising
      under
      this Agreement.

    


    6.5     
      Survival
      of Provisions.
      All agreements, representations, covenants and warranties on the part of the
      parties contained herein or in any instrument executed and delivered in
      connection herewith shall survive closing of this Agreement and any
      investigation at any time made with respect thereto.

    


    6.6     
      Expenses.
      Each party will party will bear their own respective costs and expenses in
      connection with the preparation of this Agreement and consummation of the
      transaction contemplated herein.

     

    6.7     
      No
      Finder's and Broker's Fees.
      The parties hereto have not retained the services of any person in connection
      herewith and the parties agree to mutually indemnity and hold each other
      harmless from any and all loss, claims, costs and expenses (including attorney's
      fees) occasioned to the other by reason of the claim of any person to
      compensation arising from the consummation of the transactions provided for
      herein. 

    


    6.8     
      Attorney's
      Fees.
      In the event of litigation for enforcement of the terms of this Agreement or
      to
      enforce any remedy hereunder, the prevailing party shall be entitled to recover
      from the other party any and all costs and expenses, including reasonable
      attorney's fees, as may be incurred.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    6.9     
      Binding
      Effect. This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective personal representatives, successors and
      assigns.

     

    6.10    
      Headings.
      The section headings contained in this Agreement are inserted for convenience
      only and shall not affect in any way the meaning or interpretation of this
      Agreement.

    


    6.11     Execution
      by Facsimile.
      Facsimile execution of this Agreement by any party is authorized and shall
      be
      binding upon all parties.

     

    6.12     Counterparts.
      This Agreement may be executed in any number of counterparts, each of which
      shall be considered an original hereof.

    


    IN
      WITNESS WHEREOF,
      this Agreement has been executed on the date first above written.

     

     

    
      	 	AMERICHIP INTERNATIONAL, INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	By  	 /s/ Marc Walther
	 	 	
              

            
	 	 	 	Its  	President
	 	 	 	 	
              

            
	 	 	 	 	 
	 	 	 	 	 
	 	INVESTORS
	 	 	 	 	 
	 	 	 	 	 
	 	 /s/ Marc Walther
	 	
              

            
	 	
              Marc
                Walther

            
	 	 
	 	 
	 	 /s/ Edward Rutkowski
	 	
              

            
	 	
              Edward
                Rutkowski

            


    

    
 

    11