STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE AGREEMENT (the "Agreement"),  is made and entered into
as of  January  13,  2006,  by and  among  360  Global  Wine  Company,  a Nevada
corporation ("Buyer"), BMAC Corp., a Nevada corporation (the "Company"), and the
stockholders  of the Company  listed on the  Schedule of  Stockholders  attached
hereto  (each,  referred to as a "Seller,"  and  collectively,  the  "Sellers").
Certain other  capitalized terms used in this Agreement are defined in Exhibit A
attached hereto.

                                    RECITALS

      A. The  Sellers  are the  record  and  beneficial  owners of the number of
shares of common  stock of the Company as set forth  opposite  their  respective
names  on the  Schedule  of  Stockholders  attached  hereto  (collectively,  the
"Shares").

      B. The Sellers, collectively, at the Closing, will be the owners of all of
the outstanding  Shares of capital stock of the Company,  taking into effect the
cancellation  of 140 shares of the  Company  held by Roy Tashi as of the date of
this  Agreement but which shares will be cancelled and  extinguished  and not be
issued and outstanding prior to Closing.

      C. Each of the  Sellers  desires  to sell to Buyer,  and Buyer  desires to
purchase  from each of the  Sellers,  all of the  outstanding  Shares of capital
stock of the Company held by each Seller,  which collectively will represent all
of the outstanding Shares of capital stock of the Company at the Closing.

      D. The  Company,  the Sellers  and Buyer  intend,  for federal  income tax
purposes,   that  the  acquisition   constitute  a  "qualified  stock  purchase"
transaction as defined in Section 338(d) of the Code.

      NOW, THEREFORE, in consideration of the mutual promises,  representations,
warranties,  covenants and  agreements  contained  herein,  the parties  hereto,
intending to be legally bound, hereby agree as follows:

                                    ARTICLE 1
                                 THE TRANSACTION

      1.1 Sale and  Purchase  of  Shares.  At the  Closing,  upon the  terms and
subject to the conditions of this  Agreement,  each of the Sellers shall sell to
Buyer, and Buyer shall purchase from each of the Sellers, all of the Shares held
by each Seller. As consideration and in exchange for the Shares, Buyer shall pay
to the  Sellers  an  aggregate  purchase  price  of  One  Million  Four  Hundred
Sixty-Five   Thousand   Eight   Hundred    Seventy-Five   and   25/100   Dollars
($1,465,875.25)  (which is based on $1.75 per share of  837,643  shares of First
Montauk  Financial  Corporation  that the Company will own at the Closing)  (the
"Purchase  Price") in shares of the Common Stock of Buyer ("Buyer Common Stock")
in accordance  with this Section 1.1. Buyer shall instruct its transfer agent to
issue to the Sellers an aggregate  number of whole shares of Buyer Common Stock,
rounded down to the nearest whole share,  equal to the Purchase Price divided by
the average  closing sale price per share of Buyer Common Stock  reported on the
OTC Bulletin  Board for the sixty (60) trading days prior to (and not including)
the Closing Date (the "Common Stock Payment");  provided,  however, in the event

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that such  average  trading  price is below  $3.50 per share (on a  post-Reverse
Stock  Split  basis),  then  the  per-share  price  in the  denominator  for the
calculation  of the number of shares of Buyer Common Stock  payable  pursuant to
this sentence shall be $3.50.  The Common Stock Payment shall be allocated among
the Sellers according to each Seller's  Proportionate  Ownership Interest.  Each
Seller's  portion of the Common Stock Payment shall be issued in the name of the
Seller and for the number of shares of Buyer Common Stock based on such Seller's
Proportionate  Ownership  Interest set forth  opposite such Seller's name on the
Schedule of Stockholders,  and Buyer shall cause certificates  representing such
Common  Stock  Payments to be sent by  overnight  delivery to the Sellers at the
addresses set forth on the Schedule of Stockholders. The Buyer Common Stock will
be issued  pursuant to an exemption from  registration  under the Securities Act
and  will  be  restricted  securities,  as  such  term is  defined  in Rule  144
promulgated under the Securities Act.

      1.2 Closing.  The closing of the sale of the Shares (the "Closing")  shall
take  place at the  offices of Bryan  Cave LLP at 2020 Main  Street,  Suite 600,
Irvine,  California 92614 and at such other time and place as Buyer, the Company
and the Sellers  mutually agree upon orally or in writing (the "Closing  Date");
provided,  however,  the Closing shall be no later no later than April 15, 2006,
subject to a 30-day extension from such date by if requested by either party, so
that in no event shall the Closing Date be later than May 15, 2006.

      1.3 Tax  Consequences.  It is  intended  by the  parties  hereto  that the
acquisition  shall constitute a "qualified stock purchase" within the meaning of
Section 338(d) of the Code. Moreover, the parties intend for such stock purchase
to be treated as a taxable  transaction  in which each of Buyer and the  Sellers
will make a timely joint election under Section  338(h)(10) of the Code to treat
such  exchange  as a sale of the  Company's  assets to Buyer  for tax  purposes.
However,  Buyer makes no  representations or warranties to the Company or to the
Sellers  regarding  the  tax  treatment  of the  acquisition,  or any of the tax
consequences to the Company or the Sellers of this Agreement, the acquisition or
any of the other transactions or agreements contemplated hereby. The Company and
the Sellers  acknowledge  that they are relying solely on their own tax advisors
in connection  with this Agreement,  the acquisition and the other  transactions
and agreements contemplated hereby.

                                    ARTICLE 2
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      The Company hereby  represents  and warrants to Buyer that,  except as set
forth in the  disclosure  schedules  delivered  by the  Company  to  Buyer  (the
"Company Disclosure Schedule"), which have been provided to Buyer:

      2.1  Corporate  Existence  and Power.  The Company is a  corporation  duly
incorporated,  validly existing and in good standing under the laws of the State
of  Nevada.  The  Company  has  all  corporate  powers  and  authority  and  all
governmental licenses, authorizations,  permits, consents and approvals required
to own,  lease and operate its  properties  and to carry on its  business as now
conducted,  except for those  licenses,  authorizations,  permits,  consents and
approvals the absence of which would not, individually or in the aggregate, have
a Material  Adverse  Effect on the Company.  The Company is duly qualified to do
business as a foreign  corporation and is in good standing in each  jurisdiction
where such qualification is necessary,  except for those jurisdictions where the
failure to be so qualified would not,  individually or in the aggregate,  have a
Material Adverse Effect on the Company.  The Company delivered to Buyer true and
complete  copies of its charter and Bylaws as currently in effect (the  "Charter
Documents").


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      2.2 Company Capital Structure.

            (a) The authorized  capital stock of the Company  consists solely of
the  Shares,  all of which are issued and  outstanding  and owned by the Sellers
free and clear of all Liens.  The Shares are duly  authorized,  validly  issued,
fully paid and  non-assessable  and are not  subject to, nor were they issued in
violation of, any preemptive rights created by statute,  the Charter  Documents,
or any  agreement  or document to which a Seller is a party or by which a Seller
is bound.

            (b) At the  Closing,  and upon  satisfaction  of the  conditions  to
Closing, Buyer shall receive the Shares free and clear of any Liens.

            (c) Except for the Shares,  there are no  outstanding  (i) shares of
capital stock or other voting securities of the Company,  (ii) securities of the
Company  convertible  into or exchangeable for shares of capital stock or voting
securities  of  the  Company,   or  (iii)  options,   restricted  stock,   stock
appreciation  rights,  other stock-based  compensation awards or other rights to
acquire  from the  Company,  or other  obligation  of the Company to issue,  any
capital stock, voting securities or securities  convertible into or exchangeable
for capital stock or voting securities of the Company.

            (d) All of the Shares were issued or granted in compliance  with all
applicable federal and state securities laws.

      2.3 Authorization and Validity of Agreement. The Company has the corporate
power and authority to execute and deliver this  Agreement and to consummate the
transactions  contemplated  hereby. The execution and delivery by the Company of
this  Agreement  and  the  consummation  by  the  Company  of  the  transactions
contemplated hereby have been duly and validly  authorized,  and this Agreement,
when  executed and  delivered by the  Company,  constitutes  a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms,  except  that (i) such  enforcement  may be  subject  to any  bankruptcy,
insolvency,  reorganization,  moratorium, fraudulent transfer or other Laws, now
or hereafter in effect,  relating to or limiting creditors' rights generally and
(ii) the  remedy of  specific  performance  and  injunctive  and other  forms of
equitable relief,  may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefore may be brought.

      2.4 Governmental  Authorization.  No action by or in respect of, or filing
with, any  governmental  body,  agency,  official or authority is required by or
with respect to the Company, which, if not obtained,  would not, individually or
in the  aggregate,  have a Material  Adverse Effect on the Company or impair the
ability  of  parties  to  consummate  the  transactions   contemplated  by  this
Agreement.

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      2.5 No Violations. The execution,  delivery and performance by the Sellers
and the  Company of this  Agreement  and the  consummation  of the  transactions
contemplated  hereby do not and will not (i)  contravene  or  conflict  with the
Charter Documents, (ii) contravene or conflict with or constitute a violation of
any provision of any Law, judgment,  injunction, order or decree binding upon or
applicable  to the  Company,  (iii)  require the consent or other  action of any
Person  under,  constitute  a  Default  under,  or  give  rise to any  right  of
termination,  cancellation  or  acceleration  of any right or  obligation of the
Company or to a loss of any benefit to which the  Company is entitled  under any
provision of any Material agreement or other instrument binding upon the Company
or any  Material  license,  franchise,  permit,  certificate,  approval or other
similar  authorization  affecting,  or  relating  in any way to,  the  Assets or
business of the  Company,  or (iv) result in the creation or  imposition  of any
Material Lien on any Asset of the Company.

      2.6 Compliance with Law and Other Instruments.

            (a) The  Company  holds all  licenses,  permits  and  authorizations
necessary for the lawful conduct of its business as now being conducted pursuant
to  all  applicable  Laws  of  all  governmental  bodies,   agencies  and  other
authorities having  jurisdiction over the Company or any part of its operations,
and there are no violations or claimed  violations by the Company,  or action or
proceeding  pending against either the Company with respect to any such license,
permit or authorization or any such Law.

            (b) The  business of the Company has been and is being  conducted in
compliance  with all  applicable  Laws,  except for violations or failures to so
comply that would not, individually or in the aggregate, have a Material Adverse
Effect on the Company. The Company has not received any written communication in
the past three years from a Regulatory  Authority  that alleges that the Company
is not in compliance with any applicable Law.

      2.7 Absence of Undisclosed Liabilities. Except as set forth in Section 2.7
of the Company Disclosure Schedule, the Company does not have any liabilities or
obligations of any nature (whether accrued, absolute, contingent or otherwise).

      2.8 Absence of Certain  Changes.  As of December 31, 2005, the business of
the Company has been  conducted  in the  ordinary  course  consistent  with past
practice and there has not been any:

            (a) event,  occurrence or development of a state of circumstances or
facts which would,  individually  or in the aggregate,  have a Material  Adverse
Effect on the Company (other than adverse effects arising from the execution and
performance of this Agreement or changes in general economic  conditions) or any
event,  occurrence or development  which would have a Material Adverse Effect on
the ability of the parties to consummate the  transactions  contemplated by this
Agreement;

            (b)  declaration,  setting aside or payment of any dividend or other
distribution with respect to any shares of capital stock of the Company,  or any
repurchase,  redemption or other  acquisition by the Company of any  outstanding
shares of capital stock or other securities of, or other ownership  interests in
the Company;

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            (c) split,  combination,  re-classification  of any  security of the
Company or any amendment of any term of any outstanding security of the Company;

            (d)  incurrence,  assumption  or  guarantee  by the  Company  of any
indebtedness for borrowed money other than in the ordinary course and in amounts
and on terms consistent with past practices;

            (e) creation or other  incurrence  by the Company of any Lien on any
Asset of the Company  other than in the  ordinary  course  consistent  with past
practices;

            (f)  transaction  or  commitment  made, or any contract or agreement
entered into, by the Company  relating to its Assets or business  (including the
acquisition or disposition of any Assets) or any  relinquishment  by the Company
of any Contract or other right, in either case,  Material to the Company,  other
than  transactions  and commitments in the ordinary course  consistent with past
practices and those contemplated by this Agreement;

            (g) change in any method of accounting,  method of tax accounting or
accounting  practice  by the  Company,  except  for  any  such  change  that  is
consistent with GAAP or required by reason of a concurrent change in GAAP;

            (h) (i) grant of any severance or termination  pay to any current or
former director,  officer,  employee or consultant of the Company, (ii) entering
into of any employment, deferred compensation or other similar agreement (or any
amendment to any such existing  agreement) with any current or former  director,
officer,  employee or  consultant  of the  Company,  (iii)  increase in benefits
payable under any existing  severance or termination  pay policies or employment
or consulting agreements, (iv) increase in compensation, bonus or other benefits
payable or otherwise  made available to current or former  directors,  officers,
employees or consultants of the Company,  (v) the  declaration or payment of any
bonuses or  year-end  payments  to any  current or former  directors,  officers,
employees or consultants of the Company,  or (vi)  establishment,  adoption,  or
amendment (except as required by applicable Law), of any collective  bargaining,
bonus,  profit sharing,  thrift,  pension,  retirement,  deferred  compensation,
compensation,   stock  option,   restricted  stock  or  other  benefit  plan  or
arrangement  covering  any  current or former  director,  officer,  employee  or
consultant of the Company;

            (i) tax election or any settlement of tax liability,  in either case
that is Material to the Company;

            (j)  asset   acquisition   or   expenditure  in  excess  of  $25,000
individually or $50,000 in the aggregate;

            (k) payment,  prepayment or discharge of liability other than in the
ordinary course of business or any failure to pay any liability when due;

            (l) write-offs or write-downs of any Assets of the Company;

            (m) creation, termination or amendment of, or waiver of any right by
the Company under, any Material Contract of the Company;

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            (n) damage,  destruction or loss having,  or reasonably  expected to
have, a Material Adverse Effect on the Company; or

            (o) agreement or commitment to do any of the foregoing.

      2.9  Litigation.  There  is  no  action,  suit,  investigation,  audit  or
proceeding  pending or,  threatened  against or  affecting,  the Company,  their
officers or  directors or any of its  properties,  or against any of the Sellers
and  affecting the Shares,  before any court or  arbitrator or any  governmental
body, agency or official. No former stockholder,  employee,  officer or director
of the  Company  has any claim  pending  or, to the  Knowledge  of the  Company,
threatened  against  the  Company,  its  officers  or  directors  or  any of its
properties. Neither the Company nor any of its officers and directors nor any of
its properties are subject to any order, writ, judgment, decree or injunction of
any court or arbitrator or any  governmental  body,  agency or official.  To the
Knowledge  of the  Company,  there  are no facts  or  circumstances  that  could
reasonably  be expected to give rise to any actions as described in this Section
2.9.

      2.10 Taxes.  Except as set forth in (or  resulting  from matters set forth
in) Section 2.10 of the Company Disclosure Schedule:

            (a) the Company has prepared  and timely filed with the  appropriate
governmental  agencies  all  franchise,  income  and all other Tax  returns  and
reports  required to be filed on or before the Closing  Date  (collectively  the
"Returns"),  taking into  account any  extension  of time to file  granted to or
obtained on behalf of the Company;

            (b) all  Taxes  required  to be paid by the  Company  shown  on such
Returns  to be due or  payable  have  been  timely  paid in  full to the  proper
authorities,  other than such Taxes as are adequately reserved for in accordance
with GAAP;

            (c) all  deficiencies  resulting  from Tax  examinations  of income,
sales  and  franchise  and  all  other  Returns  filed  by  the  Company  in any
jurisdiction  in which such  Returns are  required to be so filed have been paid
and no claim has been made by an authority in a  jurisdiction  where the Company
does not file  Returns that the Company is or may be subject to taxation by that
jurisdiction;

            (d) no deficiency has been asserted or assessed  against the Company
that has not been  satisfied or otherwise  resolved,  and no  examination of the
Company is pending  or, to the  Knowledge  of the  Company,  threatened  for any
Material amount of Tax by any taxing  authority and there is no dispute or claim
concerning  any Tax liability of the Company  either claimed by any authority in
writing, or to the Knowledge of the Company, reasonably expected to be claimed;

            (e) no extension of the period for  assessment  or collection of any
Material  Tax is  currently  in effect and no  extension of time within which to
file any Material Return has been requested;

            (f) all Returns filed by the Company are correct and complete in all
respects  or  adequate  reserves  have  been  established  with  respect  to any
additional Taxes that may be due (or may become due) as a result of such Returns
not being correct or complete;

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            (g) to the  Knowledge of the of the Company and the Sellers,  no Tax
liens have been filed with respect to any Taxes;

            (h) the  Company  has not:  (i) filed a consent  under Code  Section
341(f) concerning collapsible corporations; (ii) executed, become subject to, or
entered into any closing  agreement  pursuant to Section 7121 of the Code or any
similar or predecessor  provision thereof under the Code or other Tax Law, (iii)
received  approval to make or agreed to a change in accounting  method,  or (iv)
incurred or assumed any liability  for the Taxes of any Person.  The Company has
disclosed on its federal  income Tax Returns all  positions  taken  therein that
could give rise to a substantial understatement of federal income Tax within the
meaning of Section 6662 of the Code:

            (i) no Company  Asset is property  that is required to be treated as
being owned by any other Person  pursuant to the  so-called  "safe harbor lease"
provisions of former  Section  168(f)(8) of the Code; the Company has not agreed
to make, nor is it required to make, any adjustment  under Section 481(a) of the
Code by reason of a change in accounting  method or otherwise;  the  transaction
contemplated  herein is not subject to the Tax  withholding  provisions  of Code
Section  3406,  or of  subchapter  A of  Chapter  3, of the Code or of any other
provision  of  Law;  and  the  Company  is not a  party  to any  joint  venture,
partnership,  or other  arrangement  or  contract  which  could be  treated as a
partnership for federal income Tax purposes;

            (j) the Company has not entered, nor does it plan to enter into, any
agreement,  arrangement, plan or similar circumstance with any Person that could
result in a distribution, apportionment or reallocation under Section 482 of the
Code or other similar provision of the Tax Law;

            (k) the Company has made timely payments of the Taxes required to be
deducted and withheld in connection  with amounts paid or owing to any employee,
independent contractor, creditor, stockholder, or other third party;

            (l) the  Company is not a party to any Tax  sharing  or Tax  matters
agreement;

            (m) the Company is not liable to suffer any  recapture,  c1awback or
withdrawal of any relief or exemption from Tax howsoever arising, and whether by
virtue of any act or omission by the Company or by any other Person or Persons;

            (n) to the Knowledge of the Company, the Company is not liable to be
assessed  for or made  accountable  for any Tax for which  any  other  Person or
Persons may be liable to be assessed  or made  accountable  whether by virtue of
consummating the transactions contemplated by this Agreement or by virtue of any
act or acts done by or which may be done by or any circumstance or circumstances
involving or which may involve any other Person or Persons;

            (o) 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; and

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            (p) the Company  shall not be liable for any Tax under Code  Section
1374 in connection  with the deemed sale of the  Company's  assets caused by the
Section  338(h)(l0)  election.  The Company  has not, in the past 10 years,  (i)
acquired assets from another corporation in a transaction in which the Company's
Tax  basis for the  acquired  assets  was  determined,  in whole or in part,  by
reference to the Tax basis of the acquired assets (or any other property) in the
hands of the transferor or (ii) acquired the stock of any corporation  that is a
qualified subchapter S subsidiary.

      2.11 Banking and Finders'  Fees.  There is no investment  banker,  broker,
finder or other intermediary, which has been retained by or is authorized to act
on behalf of the  Company  who might be  entitled  to any fee or  commission  in
connection with the transactions contemplated by this Agreement.

      2.12 Environmental  Compliance.  The Company (i) is in compliance with all
Environmental  Laws and all Environmental  Permits (except where  non-compliance
would  not  have a  Material  Adverse  Effect  upon the  Company),  (ii) has not
received any written notice regarding any violation of any  Environmental  Laws,
or any  Environmental  Liabilities,  (iii) does not own or operate any  property
that,  to the  Knowledge  of the Company,  is  contaminated  with any  Hazardous
Materials  which may  reasonably  be expected to require  remediation  under any
Environmental Law, (iv) is not subject to liability for any off-site disposal or
contamination  and (v) is not subject to any other  circumstance  in  connection
with any  Environmental  Law that could  reasonably be expected to result in any
claims, liabilities, costs or restrictions on the business or the ownership, use
or transfer of any property.

      2.13 Property.

            (a) The Company does not own any real property.

            (b) Schedule 2.13(b) of the Company  Disclosure  Schedule sets forth
the complete and correct  list of all shares of capital  stock of First  Montauk
Financial Corporation ("FMFC") owned, of record or beneficially, by the Company,
and the  stockholders  of the Company to whom such shares are  attributable on a
pro  rata  cost  basis.  This  list  does not  reflect  142,857  shares  of FMFC
attributable to Roy Tashi as of the date of this Agreement. This list represents
all of the shares of FMFC that will be owned by the Company at Closing.

            (c) The Company has good and marketable title, free and clear of all
title defects,  Liens,  options and restrictions of any nature whatsoever to all
of the shares listed in Schedule 2.13(b).  At the Closing Date, the Company will
possess  all of the  personal  property  wherever  located  required  to conduct
business as conducted prior to the Closing,  including without limitation all of
the shares of FMFC set forth in Schedule 2.13(b).

      2.14 Intellectual Property.

            (a) The Company owns or possesses legally enforceable rights to use,
all Intellectual Property Material to the operation of its business as currently
conducted, or to products or services currently under development (collectively,
"Material  Intellectual  Property"),  and has the  right to use and  license  or
sublicense  the same without  liability to, or any  requirement of consent from,
any  other  Person  or  party.  Such  Intellectual   Property   constitutes  all

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Intellectual  Property  necessary for the conduct of the business of the Company
in  the  manner  conducted  immediately  prior  to  the  Closing.  All  Material
Intellectual  Property is owned by the Company free and clear of all Liens or is
used pursuant to a license  agreement;  each such license agreement is valid and
enforceable  and in full  force and  effect  assuming  enforceability  as to the
parties other than the Company; the Company is not in Default thereunder; and to
the  Knowledge  of  the  Company,  no  corresponding   licensor  is  in  Default
thereunder.  None of the Material  Intellectual  Property of the Company and, to
the Knowledge of the Company,  none of the Third Party  Technology  infringes or
otherwise conflicts with any Intellectual Property or other right of any Person;
there is no pending or, to the Knowledge of the Company,  threatened litigation,
adversarial  proceeding,  administrative  action  or  other  challenge  or claim
relating  to any  Material  Intellectual  Property  of the  Company  or,  to the
Knowledge of the Company,  any Third Party  Technology;  there is no outstanding
Order relating to any Material  Intellectual  Property of the Company or, to the
Knowledge of the Company,  any Third Party  Technology;  and to the Knowledge of
the Company,  there is currently no  infringement  by any Person of any Material
Intellectual Property of the Company.

            (b) The Company has taken reasonable steps to protect,  maintain and
safeguard   the  Material   Intellectual   Property,   including   any  Material
Intellectual Property for which improper or unauthorized disclosure would impair
its  value  or  validity,  and has  executed  and  required  such  nondisclosure
agreements  as are  reasonably  necessary  to  protect  the  confidentiality  of
Material  Intellectual Property and made filings and registrations in connection
with the foregoing  reasonably  required to safeguard the Material  Intellectual
Property.  No Material  confidential or trade secret  information of the Company
has been  provided  to any Person  except  subject  to  written  confidentiality
agreements.

            (c) Except in the normal course of prosecution:  (i) the Company has
not taken any  action or failed  to take any  action  that  would  result in the
abandonment,   cancellation,   forfeiture,   relinquishment,   invalidation   or
unenforceability of any trademark,  copyright, patent or any application for any
of the foregoing,  (ii) all  registered  trademarks and all patents owned by the
Company, to the extent filed with the United States Patent and Trademark Office,
have  been  filed  and  obtained  in  accordance   with  all  applicable   legal
requirements  and are currently in effect and in compliance  with all applicable
legal requirements (including, in the case of registered trademarks,  the timely
post-registration  filing of affidavits of use and  incontestability and renewal
applications),  and  (iii)  without  limiting  the  generality  of  any  of  the
foregoing, the Company has timely paid all filing,  examination,  issuance, post
registration  and  maintenance  fees,  annuities and the like associated with or
required with respect to any of the foregoing.

            (d)  No  trademark  or  patent  owned  by  the  Company,  and to the
Knowledge of the Company,  no trademark or patent  licensed to the Company,  has
been or is now involved in any interference, reissue, reexamination,  opposition
or cancellation  proceeding and, to the Knowledge of the Company, no such action
is or has been threatened with respect to any such trademarks or patents.

      2.15 Contracts.

            (a) Except as set forth in Section 2.15(a) of the Company Disclosure
Schedule, the Company is not a party to any contracts or agreements.

                                       9
<PAGE>

            (b) With respect to each Contract:  (i) the Company is not in breach
or  Default,  and no event has  occurred or  circumstances  exist which (with or
without  notice  or lapse of time or  both)  could  reasonably  be  expected  to
constitute  a breach  or  Default  of, or permit  termination,  modification  or
acceleration under, the Contract;  (ii) no party has repudiated any provision of
the Contract; (iii) the Contract is legally valid and binding and is enforceable
in accordance  with its terms against the Company,  and, to the Knowledge of the
Company,  any other parties  thereto,  except that (A) such  enforcement  may be
subject to any bankruptcy,  insolvency,  reorganization,  moratorium, fraudulent
transfer  or other Laws,  now or  hereafter  in effect,  relating to or limiting
creditors'  rights  generally  and (B) the remedy of  specific  performance  and
injunctive  and other forms of  equitable  relief,  may be subject to  equitable
defenses  and to the  discretion  of  the  court  before  which  any  proceeding
therefore  may be  brought;  and (iv) the  Company has not given to, or received
from any other Person, any notice or other communication regarding any actual or
alleged violation or breach thereof or Default thereunder.

      2.16 Insurance. The Company has in full force and effect all insurance and
indemnity  policies  that are  customary in coverage and amount for a company of
its size and industry.  All premiums and other  payments due with respect to all
contracts  of  insurance  or  indemnity in force at the date hereof have been or
will  be  paid,  and the  Sellers  know of no  circumstance  (including  without
limitation the consummation of the transactions contemplated by this Agreement),
which  has  caused,  or  might  cause,  any  such  contract  to be  canceled  or
terminated.  There are no  Material  claims by the Company  under any  insurance
policies of either the Company as to which coverage has been questioned,  denied
or disputed by the underwriters of such policies.

      2.17 Powers of Attorney  and  Suretyships.  The Company  does not have any
powers of attorney  outstanding  (other  than a power of attorney  issued in the
ordinary course of business with respect to tax matters or to customs agents and
customs  brokers),  and,  except for  obligations  as an endorser of  negotiable
instruments  incurred in the ordinary  course of business,  the Company does not
have any  obligations  or  liabilities  (absolute or  contingent)  as guarantor,
surety, co-signer,  endorser,  co-maker,  indemnitor or otherwise respecting the
obligation of any other Person. 2.18 Minutes and Stock Records.  The Company has
provided Buyer with copies of the minute books and stock records of the Company.
Such items contain stock certificates and/or affidavits of lost certificates and
resolutions  from the Board of Directors of the Company  required to demonstrate
that immediately  prior to the Closing the Sellers are the only  stockholders of
the Company.

      2.19 Full Disclosure.  All of the  representations  and warranties made by
the Sellers and the Company in this  Agreement,  and all statements set forth in
the  certificates  delivered  by the  Company at the  Closing  pursuant  to this
Agreement,  are true,  correct and complete in all Material  respects and do not
contain any untrue  statement  of a Material  fact or omit to state any Material
fact necessary in order to make such representations,  warranties or statements,
in light of the circumstances under which they were made, misleading. The copies
of all  documents  furnished  by the  Company  pursuant  to the  terms  of  this
Agreement are complete and accurate copies of the original documents.

                                       10
<PAGE>

                                    ARTICLE 3
                  REPRESENTATIONS AND WARRANTIES OF EACH SELLER

      Each of the Sellers,  severally  and not jointly,  hereby  represents  and
warrants to Buyer the  representations and warranties set forth in Sections 2.2,
2.9 and 2.13.  In  addition,  each of the  Sellers,  severally  and not jointly,
hereby  represents  and  warrants  to Buyer  that,  except  as set  forth in the
disclosure  schedules delivered by the Sellers to Buyer (the "Sellers Disclosure
Schedule"), which have been provided to Buyer:

      3.1 Authorization and Validity of Agreement. Each Seller has all requisite
power and  authority to execute and deliver the  Agreement  and to carry out and
perform its obligations under the terms of the Agreement. All action on the part
of  the  Seller  necessary  for  the  authorization,   execution,  delivery  and
performance  of the  Agreement,  and  the  performance  of  all of the  Sellers'
obligations  under the Agreement,  have been taken or will be taken prior to the
Closing.  The  Agreement,  when  executed and  delivered  by the  Sellers,  will
constitute  valid  and  legally  binding  obligations  of each  of the  Sellers,
enforceable in accordance with their terms, except that (i) such enforcement may
be subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer  or other Laws,  now or  hereafter  in effect,  relating to or limiting
creditors'  rights  generally  and (ii) the remedy of specific  performance  and
injunctive  and other forms of  equitable  relief,  may be subject to  equitable
defenses  and to the  discretion  of  the  court  before  which  any  proceeding
therefore may be brought.

      3.2 Government Authorization. No consent, approval, authorization,  order,
filing,  registration  or  qualification  of or  with  any  court,  governmental
authority  or  third  person  is  required  to be  obtained  by the  Sellers  in
connection  with the  execution  and delivery of the Agreement by the Sellers or
the performance of the Sellers' obligations hereunder.

      3.3  Ownership of Shares.  Each Seller is the sole  beneficial  and record
owner of the number of such  Shares,  and at the  Closing  each such Seller will
sell and  convey to Buyer the number of such  Shares,  set forth  opposite  such
Seller's name on Schedule of Stockholders attached hereto, free and clear of any
Liens,  other  than  restrictions   imposed  by  federal  and  applicable  state
securities  laws which do not  constitute  an impediment to the transfer of such
Shares to Buyer pursuant to this  Agreement.  Each Seller has not, and as of the
Closing  such Seller shall not have,  sold or otherwise  disposed of, or granted
any  options  or rights to  purchase,  and such  Seller  has not,  and as of the
Closing  shall not have,  entered into any agreement  obligating  such Seller to
sell or otherwise dispose of, or to grant options or rights to purchase,  any of
such Shares, except to Buyer.

      3.4 No Violation.  The execution,  delivery and performance by each Seller
of this Agreement and the consummation of the transactions  contemplated  hereby
do not and will not (i) contravene or conflict with or constitute a violation of
any provision of any Law, judgment,  injunction, order or decree binding upon or
applicable to the Seller, (ii) require the consent or other action of any Person
under,  constitute a Default  under,  or give rise to any right of  termination,
cancellation  or  acceleration  of any right or obligation of the Seller or to a
loss of any benefit to which the Seller is entitled  under any  provision of any
Material  agreement or other instrument  binding upon the Seller; or (iv) result
in the creation or imposition of any Material Lien on any Asset of the Seller.

                                       11
<PAGE>

      3.5 Banking and Finders'  Fees.  There is no  investment  banker,  broker,
finder or other intermediary, which has been retained by or is authorized to act
on behalf of any of the Sellers  who might be entitled to any fee or  commission
in connection with the transactions contemplated by this Agreement.

      3.6 Investment Representations.

            (a) Each Seller  understands  that the shares to Buyer  Common Stock
issued pursuant to Section 1.1 of the Agreement have not been  registered  under
the  Securities  Act by reason of a  specific  exemption  from the  registration
provisions of the Securities Act, the  availability of which depends upon, among
other things,  the bona fide nature of the investment intent and the accuracy of
such Seller's  representations  as expressed  herein or otherwise  made pursuant
hereto. Each Seller is acquiring the Buyer Common Stock for its own account, not
as a nominee or agent,  for  investment and not with a view to, or for resale in
connection  with, any distribution or public offering thereof within the meaning
of the Securities Act.

            (b) Each Seller  understands  that the shares of Buyer  Common Stock
issued  pursuant to this  Agreement will be  "restricted  securities"  under the
federal  securities  Laws  inasmuch as the Buyer Common Stock is being  acquired
from Buyer in a transaction  not involving a public offering and that under such
Laws such shares of Buyer  Common Stock may not be resold  without  registration
under the Securities Act or an exemption  therefrom.  The shares of Buyer Common
Stock issued  pursuant to this  Agreement will be endorsed with a legend to such
effect.

            (c)  Each  Seller  has  substantial  experience  in  evaluating  and
investing in private  placement  transactions of securities in companies similar
to Buyer and acknowledges  that such Seller can protect his own interests.  Each
Seller has such  knowledge and  experience in financial and business  matters so
that such Seller is capable of evaluating the merits and risks of its investment
in Buyer.

            (d) Each Seller has been  furnished  with and has had access to such
information as it has  considered  necessary to make a  determination  as to the
purchase of the Buyer Common Stock.

            (e) Each Seller is an  "accredited  investor"  within the meaning of
Rule 501 of Regulation D promulgated under the Securities Act.

                                    ARTICLE 4
                     REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer represents and warrants to the Company and the Sellers that:

      4.1 Corporate  Existence and Power. Buyer is a corporation duly organized,
validly  existing and in good standing  under the laws of Nevada.  Buyer has all
requisite  corporate  powers  and  authority  and  all  governmental   licenses,
authorizations,  permits,  consents  and  approvals  required to own,  lease and
operate its properties and to carry on its business as now conducted, except for
those licenses,  authorizations,  permits, consents and approvals the absence of
which  would not,  individually  or in the  aggregate,  have a Material  Adverse
Effect on Buyer.

                                       12
<PAGE>

      4.2 Corporate  Authorization.  Buyer has the corporate power and authority
to execute and  deliver  this  Agreement  to which it is or will be party and to
consummate the transactions  contemplated hereby and thereby.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly  authorized by all requisite  corporate action
on the part of Buyer.  This  Agreement,  when  executed and  delivered by Buyer,
constitutes a valid and binding agreement of Buyer, enforceable against Buyer in
accordance with their respective terms,  except that (a) such enforcement may be
subject to any bankruptcy,  insolvency,  reorganization,  moratorium, fraudulent
transfer  or other laws,  now or  hereafter  in effect,  relating to or limiting
creditors'  rights  generally,  and (b) the remedy of specific  performance  and
injunctive  and other forms of  equitable  relief,  may be subject to  equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

      4.3  Governmental  Consent.  No consent,  approval or  authorization of or
designation,  declaration or filing with any governmental  authority on the part
of Buyer is required in connection with the valid execution and delivery of this
Agreement  and the  issuance  of the shares of Buyer  Common  Stock  pursuant to
Section  1.1 of the  Agreement,  or the  consummation  of any other  transaction
contemplated  by this  Agreement,  except the  filing of such  notices as may be
required  under the  Securities  Act and such  filings as may be required  under
applicable state securities laws.

      4.4 No Violations. Neither the execution, delivery and performance of this
Agreement  by  Buyer  nor  the   consummation  by  Buyer  of  the   transactions
contemplated  hereby  will (a)  conflict  with or  result  in any  breach of any
provision of Buyer's Articles of  Incorporation or Bylaws (or similar  governing
documents),  (b)  result in a  violation  or breach of, or  constitute  (with or
without due notice or lapse of time or both) a Default under,  any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, lease, license,
contract,  agreement or other instrument or obligation to which Buyer is a party
or (c) violate any order, writ,  injunction,  decree or Law applicable to Buyer,
except in the case of (b) or (c) for  violations,  breaches  or  Defaults  which
would not have a Material  Adverse  Effect on the ability of Buyer to consummate
the transactions contemplated by this Agreement.

      4.5 SEC Filings of Buyer. To the Knowledge of Buyer,  Buyer has filed with
the SEC all reports  required to be filed by it since  January 1, 2005 (the "SEC
Filings").  To the  Knowledge  of Buyer,  the SEC  Filings  (a)  complied in all
Material  respects with the  requirements of the Securities Act and the Exchange
Act as the case may be at the time they were filed (or if amended or  superseded
by a  filing  prior  to the  date of this  Agreement,  then on the  date of such
filing)  and (b) did not as of the  time  they  were  filed  (or if  amended  or
superseded by a filing prior to the date of this Agreement,  then on the date of
such filing)  contain any untrue  statement of Material  fact or omit to state a
Material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

      4.6 Banking and Finders' Fees. There is and will be no investment  banker,
broker,  finder or other intermediary retained by or authorized to act on behalf
of  Buyer  who  might be  entitled  to any fee or  commission  from  Buyer  upon
consummation of the transactions contemplated by this Agreement.

                                       13
<PAGE>

      4.7 Investment  Representations.  Buyer  understands  that the Sellers are
entering into this Agreement with Buyer in reliance upon Buyer's  representation
to the Sellers,  which,  by Buyer's  execution of this  Agreement,  Buyer hereby
confirms  that the Shares  will be  acquired  for  investment  for  Buyer's  own
account,  not as a  nominee  or  agent,  and not  with a view to the  resale  or
distribution  of any part  thereof,  and that Buyer has no present  intention of
selling,  granting any participation in, or otherwise  distributing the same. By
executing this Agreement,  Buyer further represents that Buyer does not have any
contract,  agreement or arrangement  with any person to sell,  transfer or grant
participations  to such person or to any third party, with respect to any of the
Shares.

                                    ARTICLE 5
                            COVENANTS OF THE PARTIES

      5.1 Reasonable Efforts.  The parties further agree to use their respective
best efforts to take, or cause to be taken, all actions,  and to do, or cause to
be done, and to assist and cooperate with the other parties in doing, all things
necessary,  proper or advisable to consummate  and make  effective,  in the most
expeditious manner practicable, the transactions contemplated by this Agreement,
including  (A) the  obtaining  of all other  necessary  actions  or  nonactions,
waivers, consents, licenses, permits, authorizations,  orders and approvals from
governmental authorities and the making of all other necessary registrations and
filings,  (B) the  obtaining  of all  consents,  approvals or waivers from third
parties related to or required in connection with the transactions  contemplated
by this  Agreement  or  required  to  prevent a Material  Adverse  Effect on the
Company from occurring prior to or after the Closing Date, (C) the  satisfaction
of all conditions precedent to the parties' obligations  hereunder,  and (D) the
execution and delivery of any additional instruments necessary to consummate the
transactions  contemplated  by, and to fully  carry out the  purposes  of,  this
Agreement.

      5.2 Public  Announcements.  Except as  otherwise  agreed to by the parties
hereto,  the  parties  hereto  shall not issue any  report,  statement  or press
release or otherwise make any public  statements  with respect to this Agreement
and the transactions  contemplated hereby,  except as may be required by Law, in
which case the parties  will use their  reasonable  best efforts to reach mutual
agreement as to the language of any such report, statement or press release.

      5.3 Blue Sky Laws.  Buyer shall take any action required to be taken under
any applicable  provincial or state  securities laws (including "Blue Sky" laws)
in  connection  with the  issuance of the Buyer  Common  Stock  pursuant to this
Agreement;  provided,  however,  that  neither  Buyer nor the  Company  shall be
required to register or qualify as a foreign  corporation  or to take any action
that would subject it to service of process in any  jurisdiction  where any such
entity is not now so  subject,  except as to matters  and  transactions  arising
solely from the offer and sale of Buyer Common Stock.

      5.4 Registration Rights.

            (a)  Mandatory  Registration.  Buyer  shall  file  with  the  SEC  a
registration  statement on Form SB-2 (or, if Form SB-2 is not then  available to
Buyer, on such form of  registration  statement as is then available to effect a
registration for resale of the Registrable  Securities),  registering all of the
Registrable  Securities  for  resale  within 10  business  days of the date that
Buyer's  registration  statement on Form SB-2 (registration file no. 333-127239)
has been  declared  effective by the SEC. If Form SB-2 is not  available at that
time,  then Buyer  will file a  registration  statement  on such form as is then
available to effect a registration of all of the Registrable Securities.

                                       14
<PAGE>

            (b)  Piggyback  Rights.  If,  at any time  prior to the  filing of a
registration statement covering all of the Registrable Securities, Buyer decides
to  register  any of its  securities  for its own  account or for the account of
others,  (but  without  any  obligation  to do so) Buyer  proposes  to  register
(including  for this purpose a registration  effected by Buyer for  stockholders
other  than the  Sellers)  any of its  securities  under the  Securities  Act in
connection with the public  offering of such  securities  solely for cash (other
than a registration relating solely to the sale of securities to participants in
a Buyer  stock  plan or a  registration  on any  form  which  does  not  include
substantially  the same  information  as would be  required  to be included in a
registration statement covering the sale of the Registrable  Securities),  Buyer
shall,  at  such  time,  promptly  give  the  Sellers  written  notice  of  such
registration. Upon the written request of a Seller given within twenty (20) days
after  mailing of such notice by Buyer in  accordance  with Section  9.1,  Buyer
shall, subject to the provisions of Section 5.4(f), cause to be registered under
the  Securities  Act,  and  included in any  underwriting  involved,  all of the
Registrable  Securities  that such Seller has  requested to be  registered.  The
provisions  of this  Section  5.4(b)  shall  not apply to  Buyer's  Registration
Statement on Form SB-2  (including the filing of any amendments and  supplements
thereto,  whether before or after the Closing Date) filed with the SEC on August
5, 2005 (registration file no. 333-127239).

            (c) Obligations of Buyer.  Whenever  required under this Section 5.4
to effect the registration of any Registrable Securities, Buyer, at its expense,
shall, as expeditiously as reasonably possible:

                  (i)  Prepare  and file with the SEC a  registration  statement
with respect to such Registrable  Securities and use its reasonable best efforts
to cause such  registration  statement to become  effective and,  subject to the
proviso in this Section 5.4(c)(i),  keep such registration  statement  effective
for a period of up to ninety (90) days or until the distribution contemplated in
the  registration  statement  has  been  completed;   provided,   however,  that
applicable  rules under the  Securities  Act governing the  obligation to file a
post-effective  amendment permit,  in lieu of filing a post-effective  amendment
that (i) includes any prospectus  required by Section 10(a)(3) of the Securities
Act, or (ii) reflects  facts or events  representing  a material or  fundamental
change  in  the  information  set  forth  in  the  registration  statement,  the
incorporation  by  reference of  information  required to be included in (i) and
(ii) above to be contained in periodic  reports filed  pursuant to Section 13 or
15(d) of the Exchange Act in the registration statement.

                  (ii)  Prepare  and  file  with  the SEC  such  amendments  and
supplements to such registration statement and the prospectus in connection with
such registration statement as may be necessary to comply with the provisions of
the Securities Act with respect to the disposition of all securities  covered by
such registration statement.

                  (iii)  Furnish  to the  Sellers  such  numbers  of copies of a
prospectus in conformity  with the  requirements of the Securities Act, and such
other documents as the Sellers may reasonably request from time to time in order
to facilitate the disposition of Registrable Securities owned by it.

                                       15
<PAGE>

                  (iv)  Use  its  best  efforts  to  register  and  qualify  the
securities covered by such registration statement under such other securities or
Blue Sky laws of such  jurisdictions  as shall be  reasonably  requested  by the
Sellers; provided that Buyer shall not be required in connection therewith or as
a condition  thereto to qualify to do  business or to file a general  consent to
service of process in any such states or jurisdictions,  unless Buyer is already
required to qualify to do  business  or subject to service in such  jurisdiction
and except as may be required by the Securities Act.

                  (v) In the event of any underwritten  public  offering,  enter
into and perform its obligations under an underwriting  agreement,  in usual and
customary  form,  with the managing  underwriter of such  offering.  If a Seller
makes such request  referenced in Section  5.4(b) above to have his  Registrable
Securities included in such registration and underwriting, the Seller shall also
enter into and perform his obligations under such an underwriting agreement.

                  (vi) Notify each Seller of Registrable  Securities  covered by
such  registration  statement at any time when a prospectus  relating thereto is
required to be delivered  under the Securities Act of the happening of any event
as a result of which the prospectus included in such registration  statement, as
then in effect,  includes  an untrue  statement  of a material  fact or omits to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein  not  misleading  in the  light  of the  circumstances  then
existing,  and, at the request of a Seller, prepare and furnish to such Seller a
reasonable  number of supplements to, or amendment of, such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such share, such
prospectus  shall not include an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein not  misleading or incomplete in light of the  circumstances
then existing.

                  (vii)   Provide  a  transfer   agent  and  registrar  for  all
Registrable  Securities registered pursuant hereunder and a CUSIP number for all
such Registrable  Securities,  in each case not later than the effective date of
such registration.

                  (viii)  Make  available  for  inspection  by  any  underwriter
participating in any disposition pursuant to such registration, and any attorney
or accountant  retained by the  underwriter,  all  financial and other  records,
pertinent  corporate  documents  and  properties  of Buyer,  and  cause  Buyer's
officers and  directors to supply all  information  reasonably  requested by the
underwriter,  attorney  or  accountant  in  connection  with  such  registration
statement; provided, however, that the underwriter, attorney or accountant shall
agree to hold in confidence and trust all information so provided.

                  (ix)  Make  available  to each  Seller  participating  in such
registration, upon the request of such Seller:

                        (A) in the case of an underwritten  public  offering,  a
copy  of  any  opinion  of  counsel  for  Buyer  provided  to  the  underwriters
participating in such offering, dated the date such shares are delivered to such
underwriters for sale in connection with the registration statement;

                                       16
<PAGE>

                        (B) in the case of an underwritten  public  offering,  a
copy of any "comfort" letters provided to the underwriters participating in such
offering and signed by Buyer's  independent public accountants who have examined
and  reported  on Buyer's  financial  statements  included  in the  registration
statement,  to the  extent  permitted  by the  standards  of the  AICPA or other
relevant authorities; and

                        (C)  a  copy  of  all  documents   filed  with  and  all
correspondence  from or to the SEC in connection  with any such  offering  other
than non-substantive cover letters and the like.

                  (x) otherwise use its  reasonable  best efforts to comply with
all  applicable  rules and  regulations of the SEC, and timely make available to
its security  holders an earnings  statement  covering the period of at least 12
months,  but not more than 18 months,  beginning  with the first month after the
effective date of the  registration  statement,  which earnings  statement shall
satisfy the provisions of Section 11(a) of the Exchange Act.

            (d) Furnish  Information.  It shall be a condition  precedent to the
obligations  of Buyer to take  any  action  pursuant  to this  Section  5.4 with
respect to Registrable Securities of any Seller registering securities that such
Seller  shall  furnish to the Company such  information  regarding  itself,  its
affiliates,  the  Registrable  Securities held by it, and the intended method of
disposition of such  securities as shall be required to effect the  registration
of such Seller's Registrable Securities.

            (e)  Expenses  of Buyer  Registration.  Buyer shall bear and pay all
expenses  incurred  by  it  in  connection  with  any  registration,  filing  or
qualification  of  Registrable  Securities  with  respect  to the  registrations
pursuant to Sections  5.4(a) and 5.4(b) for the Sellers and compliance  with the
terms hereof,  including  (without  limitation) all  registration,  filing,  and
qualification  fees,  printers and  accounting  fees  relating or  apportionable
thereto  and the fees and  disbursements  of counsel  for Buyer,  but  excluding
underwriting discounts and commissions relating to Registrable Securities.

            (f)  Reductions  of  Registrable   Securities  to  be  Included.  In
connection  with any  offering  involving an  underwriting  of shares of Buyer's
capital  stock,  Buyer shall not be required  under Section  5.4(b) to include a
Seller's securities in such underwriting unless such Seller accepts the terms of
the underwriting as agreed upon between Buyer and the  underwriters  selected by
Buyer and then only in such quantity as the underwriters determine in their sole
discretion  will not  jeopardize  the success of the  offering by Buyer.  If the
total  amount of  securities,  including  Registrable  Securities,  requested by
stockholders  to be included in such  offering  exceeds the amount of securities
sold  other  than by  Buyer  that  the  underwriters  determine  in  their  sole
discretion is compatible  with the success of the offering,  then Buyer shall be
required  to  include  in the  offering  only that  number  of such  securities,
including Registrable Securities, which the underwriters determine in their sole
discretion  will not jeopardize  the success of the offering (the  securities so
included to be apportioned pro rata among the selling stockholders  according to
the total amount of  securities  entitled to be included  therein  owned by each
selling  stockholder or in such other proportions as shall mutually be agreed to
by such selling stockholders).

                                       17
<PAGE>

            (g) Delay of  Registration.  The Sellers shall not have any right to
obtain  or seek  an  injunction  restraining  or  otherwise  delaying  any  such
registration as the result of any  controversy  that might arise with respect to
the interpretation or implementation of this Section 5.4.

            (h)  Indemnification.  In the event any  Registrable  Securities are
included in a registration statement under this Section 5.4:

                  (i) To the extent  permitted by law,  Buyer will indemnify and
hold  harmless  the  Sellers,  each  officer and  director of the  Sellers,  any
underwriter  (as defined in the Securities  Act) of the Sellers and each person,
if any,  who  controls  the  Sellers or  underwriter  within the  meaning of the
Securities  Act or the Exchange Act,  against any losses,  claims,  damages,  or
liabilities  (joint or  several)  to which  they may  become  subject  under the
Securities Act, the Exchange Act or other federal or state law,  insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out  of or  are  based  upon  any  of the  following  statements,  omissions  or
violations  (collectively,  a "Violation"):  (i) any untrue statement or alleged
untrue  statement of a material fact contained in such  registration  statement,
including any preliminary  prospectus or final prospectus  contained  therein or
any amendments or supplements thereto;  (ii) the omission or alleged omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not  misleading;  or (iii) any violation or alleged
violation by Buyer of the Securities Act, the Exchange Act, any state securities
law or any rule or regulation promulgated under the Securities Act, the Exchange
Act or any state securities law; and Buyer will pay to the Sellers,  underwriter
or controlling person any legal or other expenses reasonably incurred by them in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability, or action; provided,  however, that the indemnity agreement contained
in this  Section  5.4(h)(i)  shall  not apply to (1) a Seller if he is either an
officer or director of Buyer at the time of the statement, omission or violation
(a "Management  Holder") unless such Management  Holder has sold shares included
in the registration statement,  (2) amounts paid in settlement of any such loss,
claim, damage,  liability,  or action if such settlement is effected without the
consent of Buyer (which consent shall not be unreasonably  withheld), or (3) any
such loss, claim, damage,  liability, or action to the extent that it arises out
of or is based upon a Violation  which occurs in reliance upon and in conformity
with written  information  furnished  expressly for use in connection  with such
registration  by a Seller  (including each officer and director of such Seller),
underwriter or controlling person.

                  (ii) To the extent  permitted by law, the selling Sellers will
indemnify and hold harmless Buyer,  each of its directors,  each of its officers
who has signed the  registration  statement,  each person,  if any, who controls
Buyer  within  the  meaning  of the  Securities  Act,  any  underwriter  and any
controlling person of any such underwriter, against any losses, claims, damages,
or  liabilities  (joint or  several) to which any of the  foregoing  persons may
become  subject,  under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses,  claims,  damages, or liabilities (or actions
in respect  thereto) arise out of or are based upon any Violation,  in each case
to the extent (and only to the extent)  that such  Violation  occurs in reliance
upon and in conformity with written  information  furnished by the Seller, or by

                                       18
<PAGE>

an officer or director of the Sellers  expressly for use in connection with such
registration;  and the Sellers will pay any legal or other  expenses  reasonably
incurred by any person  intended  to be  indemnified  pursuant  to this  Section
5.4(h)(ii) in connection with  investigating or defending any such loss,  claim,
damage,  liability, or action;  provided,  however, that the indemnity agreement
contained  in this  Section  5.4(h)(ii)  shall  not  apply  to  amounts  paid in
settlement  of any  such  loss,  claim,  damage,  liability  or  action  if such
settlement  is effected  without the consent of the Seller,  which consent shall
not be  unreasonably  withheld;  provided,  further,  that in no event shall any
indemnity  under this  Section  5.4(h)(ii)  exceed the gross  proceeds  from the
offering received by the Sellers net of underwriters' commissions and discounts.

                  (iii) Promptly after obtaining  actual  knowledge of any third
party claim or action as to which it may seek indemnification under this Section
5.4(h),  an indemnified  party will, if a claim in respect thereof is to be made
against  any  indemnifying  party  under  this  Section  5.4(h),  deliver to the
indemnifying  party a written  notice thereof and the  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
the defense thereof with counsel mutually satisfactory to the parties; provided,
however,  that an indemnified party (together with all other indemnified parties
which may be represented  without  conflict by one counsel) shall have the right
to retain one  separate  counsel,  with the fees and  expenses to be paid by the
indemnifying  party, if  representation of such indemnified party by the counsel
retained  by the  indemnifying  party  would be  inappropriate  due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such  proceeding.  The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action shall  relieve such  indemnifying  party of any liability to the
indemnified  party under this Section  5.4(h),  if, and to the extent that, such
failure is  prejudicial  to such  indemnifying  party's  ability to defend  such
action,  but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any  indemnified  party
otherwise than under this Section 5.4(h).

                  (iv)  If the  indemnification  provided  for in  this  Section
5.4(h) is held by a court of  competent  jurisdiction  to be  unavailable  to an
indemnified party with respect to any loss, liability, claim, damage, or expense
referred to therein,  then the indemnifying  party, in lieu of indemnifying such
indemnified  party hereunder,  shall contribute to the amount paid or payable by
such indemnified party as a result of such loss,  liability,  claim,  damage, or
expense  (including,  without  limitation,  legal and other expenses incurred by
such  indemnified  party in investigating or defending any such action or claim)
in such  proportion  as is  appropriate  to reflect  the  relative  fault of the
indemnifying  party on the one hand and of the indemnified party on the other in
connection  with  the  statements  or  omissions  that  resulted  in such  loss,
liability,  claim,  damage,  or expense as well as any other relevant  equitable
considerations.  The  relative  fault  of  the  indemnifying  party  and  of the
indemnified  party shall be  determined  by reference  to,  among other  things,
whether  the  untrue or  alleged  untrue  statement  of a  material  fact or the
omission  to state a  material  fact  relates  to  information  supplied  by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge,  access to  information,  and  opportunity to correct or prevent such
statement or omission.  Notwithstanding  the provisions of this Section  5.4(h),
the Sellers  shall not be required  to  contribute  any amount or make any other
payments  under this  Agreement  which in the aggregate  exceed the net proceeds
received by the Sellers from the offering covered by the applicable registration
statement.

                                       19
<PAGE>

                  (v)  Notwithstanding  the  foregoing,  to the extent  that the
provisions on  indemnification  and  contribution  contained in the underwriting
agreement  entered into in connection with the underwritten  public offering are
in conflict with the foregoing  provisions,  the provisions in the  underwriting
agreement shall control.

                  (vi) The  obligations  of Buyer and Sellers under this Section
5.4(h) shall survive the completion of any offering of Registrable Securities in
a registration statement under this Section 5.4, and otherwise.

            (i) Transfer of  Registration  Rights.  The rights to cause Buyer to
register Registrable  Securities pursuant to this Section 5.4 may be transferred
only  to any  person  or  entity  that  is a  relative  or an  affiliate  of the
transferring  Seller in connection with a permitted  transfer of the Registrable
Securities exempt from registration under the Securities Act.

            (j) Market Stand-Off Agreement.  Each Seller hereby agrees that such
Seller will not sell or  otherwise  transfer or dispose of (other than to donees
who agree to be similarly  bound) any Registrable  Shares during a period not to
exceed 90 days  following  the  effective  date of a  registration  statement in
connection  with an  underwritten  public  offering of Buyer if so  requested by
Buyer or any  representative  of its  underwriters,  and each Seller shall enter
into such underwriter's standard form of "lockup" or "market standoff' agreement
in a form  satisfactory to Buyer and such  underwriter.  In order to enforce the
foregoing covenant, Buyer may impose stock transfer restrictions with respect to
the Registrable Shares of each Seller until the end of the lockup period.

            (k)  Termination of  Registration  Rights.  The Sellers shall not be
entitled to exercise  any right  provided for in this Section 5.4 five (5) years
after the Sellers  have  tendered  consideration  for the  relevant  Registrable
Securities.

      5.5 Code Section 338(h)(l0) Election.

            (a)   Preparation,   Execution,   Delivery  and  Filing  of  Section
338(h)(10)  Election Form. Buyer and the Sellers shall jointly complete and make
a timely election under Section  338(h)(10) of the Code, with respect to Buyer's
qualified stock purchase of the Shares  pursuant to this Agreement,  on IRS Form
8023  ("Elections  Under Section 338 for  Corporations  Making  Qualified  Stock
Purchases"), including all schedules and exhibits thereto. Buyer and the Sellers
shall also  jointly  make a timely  election  in the manner  required  under any
analogous provisions of state or local law concerning the acquisition. Moreover,
the Company, the Sellers and Buyer shall individually file, as applicable,  Form
8883 ("Asset Allocation  Statement Under Section 338"),  including all schedules
and exhibits thereto.

            (b) Cooperation. Buyer shall, with the assistance and cooperation of
the Company and the Sellers,  prepare drafts of all Section 338(h)(10)  election
forms and related schedules,  exhibits and worksheets required as attachments to
IRS Form 8023 and IRS Form 8883 (and all forms  under  analogous  provisions  of
state or local Law) in accordance  with  applicable Tax laws. In connection with
the Section 338(h)(10) election, prior to the Closing, or as soon as practicable
thereafter,  Buyer,  the Company,  and the Sellers shall  together in good faith
attempt to (i) determine  and agree upon a "Aggregate  Deemed Sale Price" of the
Company  (within  the  meaning  of and  in  accordance  with,  Treas.  Reg.  ss.
1.338-4(a))  and (ii)  determine  and agree  upon the  proper  allocations  (the
"Allocations")  of the "Aggregate Deemed Sale Price" among the respective assets
of the Company (in  accordance  with Section  338(b)(5) of the Code and Treasury
regulations promulgated thereunder).

                                       20
<PAGE>

            (c)  Consistency.  Buyer,  the Company and the Sellers shall, to the
extent,  and only to the extent,  of the  agreements  described in the preceding
paragraph be bound by such  determinations  and such Allocations for purposes of
determining any taxes. Buyer, the Company and the Sellers shall take no position
inconsistent  with  any  such  agreed  determinations  and  Allocations  on  any
applicable  tax  return,  in any  proceeding  before  any  taxing  authority  or
otherwise.  Buyer and the  Sellers  shall  complete  the IRS Form  8023  Section
338(h)(10)  election  form and then  timely  file it and their tax  returns on a
basis consistent with such determinations and such Allocations.  The Company and
the Buyer shall also complete the IRS Form 8883 and then timely file it with the
appropriate tax returns on a basis consistent with such  determinations and such
Allocations.

                                    ARTICLE 6
                              CLOSING DELIVERABLES

      6.1 Closing  Deliverables of the Sellers and the Company.  At the Closing,
the  Sellers and the  Company,  as the case may be,  shall  deliver to Buyer the
following (anyone or more of which may be waived in whole or in part by Buyer at
its sole option):

            (a) Secretary's  Certificate of the Company.  The Company shall have
delivered  to Buyer a  certificate  executed  by the  Secretary  of the  Company
certifying  (i) the  resolutions  duly  adopted by the Board of Directors of the
Company authorizing this Agreement and the transactions contemplated hereby; and
(ii) the Charter  Documents as in effect  immediately prior to the Closing Date,
including all amendments thereto.

            (b)  Assignment of the Shares.  The Sellers shall have  delivered to
Buyer stock  certificates  evidencing the Shares and a duly executed  assignment
separate from certificate assigning the Shares to Buyer.

            (c) Consents.  All consents,  waivers,  approvals or  authorizations
required  to be  obtained  by the  Sellers  and the  Company to  consummate  the
transactions contemplated by this Agreement shall have been obtained and made by
the Sellers and the Company and evidence  thereof  shall have been  delivered to
Buyer.

            (d)   Resignations.   Buyer   shall  have   received   duly   signed
resignations,  effective immediately prior to the Closing Date, of all directors
and officers of the Company,  which include resignations from Yigal Agaki as the
Company's President,  CEO, Treasurer and Secretary,  from Eli Hendel as director
and from Haim Yanai as director.

            (e)  Liabilities.  The  Company  shall  have paid in full all of its
liabilities,  including  all of those  listed  in  Schedule  2.7 of the  Company
Disclosure  Schedule,  except  that the  invoice  from  Vintage  Filings  LLC of
approximately $1,100 shall be paid by Buyer.

                                       21
<PAGE>

            (f)  Cancellation of Certain Shares.  One Hundred Forty (140) shares
of the  Company  owned  and held by Roy  Tashi as of the date of this  Agreement
shall have been cancelled and extinguished  prior to the Closing Date, such that
at Closing,  the Shares as set forth on the Schedule of Stockholders will be all
of the issued and outstanding  shares of the Company.  The Company shall provide
the actual stock  certificate  duly  cancelled  and  extinguished  and any other
evidence of such cancellation as Buyer may request at Closing.

      6.2 Closing  Deliverables  of Buyer.  At the  Closing,  Buyer  shall:  (a)
deliver to the Company and the Sellers a  certificate  executed by the Secretary
of Buyer  certifying the  resolutions  duly adopted by the Board of Directors of
Buyer authorizing this Agreement and the transactions  contemplated  hereby; (b)
have paid for the  benefit of the  Company  and the  Sellers  the  invoice  from
Vintage   Filings  LLC  in  connection   with  SEC  filings  in  the  amount  of
approximately  $1,100;  (c) shall  have  effected  its  reverse  stock  split as
described in its  preliminary  information  statement on Schedule 14C filed with
the SEC on December 28, 2005 (the  "Reverse  Stock  Split");  and (d) shall have
issued an irrevocable  instruction to Buyer's transfer agent to issue the shares
of Buyer  common  stock  pursuant to Section 1.1. The delivery of any of Buyer's
closing  deliverables  pursuant to this Section 6.2 may be waived in whole or in
part by the Company and the Sellers.

                                    ARTICLE 7
                                 INDEMNIFICATION

      7.1 Indemnification of Buyer. Subject to the limitations contained in this
Article 7, the Sellers shall defend,  indemnify and hold harmless  Buyer and its
officers, directors, stockholders, employees and agents from and against any and
all losses, claims, judgments,  liabilities, demands, charges, suits, penalties,
costs or expenses, including court costs and reasonable attorneys' fees ("Claims
and Liabilities") with respect to or arising from:

            (a)  the  breach  of  any   warranty  or  any   inaccuracy   of  any
representation made by the Sellers or by the Company in this Agreement; or

            (b) the breach of any covenant or  agreement  made by the Sellers or
by the Company in this Agreement.

      7.2  Indemnification  of Sellers.  Buyer shall defend,  indemnify and hold
harmless the Sellers, and their officers, directors, stockholders, employees and
agents, as applicable,  from and against any and all Claims and Liabilities with
respect to or arising from (i) breach of any warranty or any  inaccuracy  of any
representation made by Buyer or (ii) breach of any covenant or agreement made by
Buyer in this Agreement.

      7.3 Claims Procedure.  Promptly after the receipt by any indemnified party
(the  "Indemnitee")  of notice of the  commencement  of any action or proceeding
against such Indemnitee,  such Indemnitee shall, if a claim with respect thereto
is or may be made  against any  indemnifying  party (the  "Indemnifying  Party")
pursuant to this Article 7, give such  Indemnifying  Party written notice of the
commencement  of such action or proceeding  and give such  Indemnifying  Party a
copy of  such  claim  and/or  process  and all  legal  pleadings  in  connection
therewith.  The failure to give such notice  shall not relieve any  Indemnifying

                                       22
<PAGE>

Party of any of its  indemnification  obligations  contained  in this Article 7,
except  where,  and  solely  to the  extent  that,  such  failure  actually  and
Materially  prejudices the rights of such Indemnifying  Party. Such Indemnifying
Party shall have,  upon request  within  thirty (30) days after  receipt of such
notice,  but not in any event after the  settlement or compromise of such claim,
the  right to  defend,  at its own  expense  and by its own  counsel  reasonably
acceptable to the Indemnitee,  any such matter involving the asserted  liability
of the Indemnitee;  provided,  however,  that if the Indemnitee  determines that
there is a reasonable  probability  that a claim may  Materially  and  adversely
affect  it,  other  than  solely as a result of money  payments  required  to be
reimbursed  in full by such  Indemnifying  Party  under  this  Article 7 or if a
conflict of interest exists between  Indemnitee and the Indemnifying  Party, the
Indemnitee  shall have the right to defend,  compromise  or settle such claim or
suit; and,  provided,  further,  that such  settlement or compromise  shall not,
unless consented to in writing by such  Indemnifying  Party,  which shall not be
unreasonably  withheld,  be conclusive as to the liability of such  Indemnifying
Party to the Indemnitee.  In any event, the Indemnitee,  such Indemnifying Party
and its counsel shall  cooperate in the defense  against,  or compromise of, any
such asserted  liability,  and in cases where the Indemnifying  Party shall have
assumed the defense,  the Indemnitee  shall have the right to participate in the
defense of such asserted liability at the Indemnitee's own expense. In the event
that such  Indemnifying  Party  shall  decline to  participate  in or assume the
defense of such action, prior to paying or settling any claim against which such
Indemnifying Party is, or may be, obligated under this Article 7 to indemnify an
Indemnitee,  the Indemnitee  shall first supply such  Indemnifying  Party with a
copy of a final court judgment or decree  holding the Indemnitee  liable on such
claim or,  failing  such  judgment or decree,  the terms and  conditions  of the
settlement or compromise of such claim. An  Indemnitee's  failure to supply such
final court  judgment or decree or the terms and  conditions  of a settlement or
compromise to such Indemnifying  Party shall not relieve such Indemnifying Party
of any of its  indemnification  obligations  contained in this Article 7, except
where,  and solely to the extent  that,  such failure  actually  and  Materially
prejudices the rights of such Indemnifying  Party. If the Indemnifying  Party is
defending the claim as set forth above,  the  Indemnifying  Party shall have the
right to settle the claim only with the  consent  of the  Indemnitee;  provided,
however,  that if the Indemnitee shall fail to consent to the settlement of such
a claim  by the  Indemnifying  Party,  which  settlement  (i) the  claimant  has
indicated  it will accept,  and (ii)  includes an  unconditional  release of the
Indemnitee   and  its  Affiliates  by  the  claimant  and  imposes  no  Material
restrictions on the future activities of the Indemnitee and its affiliates,  the
Indemnifying  Party shall have no liability with respect to any payment required
to be made to such  claimant in respect of such claim in excess of the  proposed
amount of  settlement.  If the  Indemnitee  is defending  the claim as set forth
above,  the  Indemnitee  shall have the right to settle or compromise  any claim
against it after  consultation  with,  but  without the prior  approval  of, any
Indemnifying Party, provided,  however, that such settlement or compromise shall
not, unless consented to in writing by such Indemnifying  Party, which shall not
be unreasonably withheld, be conclusive as to the liability of such Indemnifying
Party to the Indemnitee.

      7.4  Limitations  on  Indemnification.  Notwithstanding  anything  to  the
contrary herein contained,  the obligations of Buyer and the Sellers pursuant to
the provisions of Article 7 are subject to the following limitations:

                                       23
<PAGE>

            (a) An Indemnitee shall not be entitled to recover under Section 7.1
or 7.2, as the case may be,  until the total amount that such  Indemnitee  would
recover exceeds Five Thousand Dollars ($5,000) (the "Basket"), in which case the
Indemnitee  shall  be  entitled  to  recover  the  full  amount  of  Claims  and
Liabilities  to  which  such  Indemnitee  is  entitled  in  accordance  with the
provisions of this Article 7, including the Basket.

            (b) Claims  payable to an  Indemnitee  pursuant to Section 7.3 above
shall  be net of any  proceeds  received  by an  Indemnitee  from  claims  under
separate insurance  policies.  The Indemnitee shall seek full recovery under all
such insurance  policies covering any claims to the same extent as they would if
such claims were not subject to indemnification under this Agreement.

            (c) The total  aggregate  liability of the Sellers under Section 7.1
and the total  aggregate  liability of Buyer under  Section  7.2,  respectively,
shall in no event  exceed the value of the  Purchase  Price paid by Buyer to the
Sellers.

      7.5 Exclusive Remedy.  Each of the parties hereto  acknowledges and agrees
that,  from and after the Closing Date, its sole and exclusive  monetary  remedy
with  respect  to any and all  claims  relating  to the  subject  matter of this
Agreement shall be pursuant to the indemnification  provisions set forth in this
Article 7, except that nothing in this Agreement shall be deemed to constitute a
waiver of any injunctive or other  equitable  remedies or any tort claims of, or
causes of  action  arising  from,  intentionally  fraudulent  misrepresentation,
willful breach or deceit.

                                    ARTICLE 8
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

      All  representations  and  warranties  of the  parties  contained  in this
Agreement will remain operative and in full force and effect,  regardless of any
investigation  made by or on behalf of the parties to this Agreement,  until the
date that is the anniversary of the Closing Date, whereupon such representations
and warranties will expire.

                                    ARTICLE 9
                               GENERAL PROVISIONS

      9.1  Notices.  All notices  required or  permitted  hereunder  shall be in
writing and shall be deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) when sent by confirmed facsimile if sent during normal
business hours of the recipient, if not, then on the next business day; (c) five
days after having been sent by  registered  or certified  mail,  return  receipt
requested,  postage  prepaid;  or (d) two days after  deposit  with a nationally
recognized  overnight  courier,   specifying  two  day  delivery,  with  written
verification of receipt.  All communications shall be sent to the parties at the
following  addresses  or  facsimile  numbers  specified  below (or at such other
address  or  facsimile  number  for a party as shall be  designated  by ten days
advance written notice to the other parties hereto):

                                       24
<PAGE>

                  (a) If to Buyer:

                      360 Global Wine Company
                      One Kirkland Ranch Road
                      Napa, California 94558
                      Attn: Chief Executive Officer
                      Ph: (707) 935-4140
                      Fax: ____________

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

                      Bryan Cave LLP
                      2020 Main Street, Suite 600
                      Irvine, California 92614
                      Attn: Randolf W. Katz, Esq.
                      Ph: (949) 223-7103
                      Fax: (949) 223-7100

                  (b) If to the Company:

                      7060 Hollywood Blvd., #522
                      Los Angeles, California 90028
                      Attn: Yigal Agaki

                      If to the  Sellers,  at the  address  set  forth  on the
                      Schedule of Stockholders

      9.2 Amendments and Waivers. Any provision of this Agreement may be amended
or waived if, but only if, such  amendment or waiver is in writing and is signed
by the party against whom such amendment or waiver is to be effective.

      9.3 Failure or Indulgence Not Waiver;  Remedies Cumulative.  No failure or
delay on the part of any party  hereto in the  exercise  of any right  hereunder
shall impair such right or be construed to be a waiver of, or  acquiescence  in,
any breach of any  representation,  warranty or agreement herein,  nor shall any
single or partial  exercise of any such right preclude other or further exercise
thereof or of any other  rights.  Except as otherwise  provided  hereunder,  all
rights and remedies  existing  under this  Agreement are  cumulative to, and not
exclusive of, any rights or remedies otherwise available.

      9.4 Headings.  The headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

      9.5  Severability.  If any term or other  provision  of this  Agreement is
invalid,  illegal or incapable  of being  enforced by any rule of Law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to effect the original  intent of the
parties as closely as possible, in a mutually acceptable manner, to the end that
transactions contemplated hereby are fulfilled to the extent possible.

                                       25
<PAGE>

      9.6 Entire  Agreement.  This Agreement  (including  exhibits and schedules
attached hereto and thereto and the certificates  referenced herein) constitutes
the entire agreement and supersedes all prior  agreements and undertakings  both
oral and written, among the parties, or any of them, with respect to the subject
matter hereof and, except as otherwise expressly provided herein.

      9.7  Assignment.  No  party  may  assign  this  Agreement  or  assign  its
respective rights or delegate their duties, without the prior written consent of
the other parties.  This Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective  permitted successors and
assigns.

      9.8  Parties-In-Interest.  This Agreement  shall be binding upon and inure
solely to the  benefit  of each party  hereto,  and  nothing in this  Agreement,
express or implied,  is intended  to or shall  confer upon any other  Person any
right,  benefit  or remedy of any nature  whatsoever  under or by reason of this
Agreement, including, without limitation, by way of subrogation.

      9.9 Governing  Law. This  Agreement will be governed by, and construed and
enforced  in  accordance  with the laws of the  State of Nevada  as  applied  to
contracts  that are executed  and  performed  in Nevada,  without  regard to the
principles of conflicts of law thereof.

      9.10  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed  shall be deemed to be an original but all of which taken
together shall  constitute  one and the same  agreement.  This  Agreement  shall
become effective when  counterparts  have been signed by each of the parties and
delivered by facsimile or other means to the other party. Any party who delivers
a signature page via facsimile  agrees to later deliver an original  counterpart
to all other parties.

      9.11  Attorneys  Fees.  If any  action  or  proceeding  relating  to  this
Agreement, or the enforcement of any provision of this Agreement is brought by a
party hereto against any party hereto, the prevailing party shall be entitled to
recover reasonable  attorneys' fees, costs and disbursements (in addition to any
other relief to which the prevailing party may be entitled).


      [Remainder of Page Intentionally Left Blank; Signature Pages Follow]

                                       26
<PAGE>

      IN WITNESS WHEREOF,  the parties have caused this Stock Purchase Agreement
to be executed as of the date first written above by their  respective  officers
thereunto duly authorized.

                                     BUYER:

                                     360 GLOBAL WINE COMPANY,
                                     a Nevada corporation


                                     By:  /s/ Joel Shapiro
                                        ----------------------------------------
                                     Name:  Joel Shapiro
                                          --------------------------------------
                                     Title: Chief Executive Officer
                                           -------------------------------------

                                     THE COMPANY:

                                     BMAC CORP.,
                                     a Nevada corporation

                                     By:  /s/ Yigal Agaki
                                        ----------------------------------------
                                     Title: President
                                           -------------------------------------


                                     THE SELLERS:


                                     By: /s/ William Greer   /s/ Patricia Greer
                                        ----------------------------------------
                                     Name:  William and Patricia Greer Trust
                                          --------------------------------------
                                     Title: Trustees
                                           -------------------------------------


                                     /s/ Zu Freeman
                                     -------------------------------------------
                                     Zu Freeman


                                     /s/ Amy Hendel
                                     -------------------------------------------
                                     Dr. Eli and Amy Hendel


                                     /s/ Eli Hendel
                                     -------------------------------------------
                                     Dr. Eli and Amy Hendel


                                       27
<PAGE>

                                     By:   /s/ Eli Josef
                                        ----------------------------------------
                                     Name: JD Financial, LLC
                                          --------------------------------------
                                     Title: Member
                                           -------------------------------------


                                     /s/ Haim Yanai
                                     -------------------------------------------
                                     Haim Yanai


                                     /s/ Meir Agaki
                                     -------------------------------------------
                                     Dr. Meir Agaki


                                     By: /s/ Ami Kawa
                                        ----------------------------------------
                                     Name:   AMVA Holdings, LLC
                                          --------------------------------------
                                     Title:  President
                                           -------------------------------------


                                       28
<PAGE>

                            SCHEDULE OF STOCKHOLDERS


<TABLE>
<CAPTION>
                                                                                  Proportionate Interest of Buyer
               Name and Address                  Number of BMAC Shares Held          Common Stock (Percentage)
               ----------------                  --------------------------          -------------------------
<S>                                                          <C>                               <C>
William and Patricia Greer Trust                             190                               22.57%

5601 N. Camino Real
Tucson, AZ 85718

Zu Freeman                                                   96                                11.40%

1619 24th Ave.
Longview, WA 98632

Dr. Eli and Amy Hendel                                       96                                11.40%

4702 Balboa Ave.
Encino, CA 91316

JD Financial, LLC                                            96                                11.40%

18375 Ventura Blvd. #516
Tarzana, CA 91356

Haim Yanai                                                   48                                5.70%

1727 East Deer Valley Rd.
Phoenix, AZ 85024

Dr. Meir Agaki                                               40                                4.75%

1532 Glendon Ave.
Los Angeles, CA 90024

Haim Yanai                                                   86                                10.21%

1727 East Deer Valley Rd.
Phoenix, AZ 85024

AMVA Holdings, LLC                                           190                               22.57%

10501 Wilshire Blvd, Unit 109
Los Angeles,CA 90024

TOTAL BMAC SHARES OUTSTANDING                                842                                100%
</TABLE>

                                      A-29
<PAGE>

                                    EXHIBIT A

                               CERTAIN DEFINITIONS

      The following  terms,  as used in the Stock Purchase  Agreement,  have the
following meanings:

      "Affiliate"  shall  mean  with  respect  to any  Person,  any  individual,
corporation,  partnership,  firm,  joint  venture,  limited  liability  company,
association,   joint-stock  company,  trust,   unincorporated   organization  or
Governmental  Entity,  or  other  Person  directly  or  indirectly  controlling,
controlled by or under common  control with such Person,  including all officers
and directors of such Person.

      "Agreement"  shall have the  meaning as set forth in the  Preamble of this
Agreement.

      "Allocations"  shall have the  meaning  as set forth in Section  5.5(b) of
this Agreement.

      "Assets" of a Person shall mean all of the assets, properties,  businesses
and rights of such  Person of every kind,  nature,  character  and  description,
whether real, personal or mixed, tangible or intangible,  accrued or contingent,
or  otherwise  relating to or utilized in such  Person's  business,  directly or
indirectly, in whole or in part, whether or not carried on the books and records
of such  Person,  and  whether  or not  owned in the name of such  Person or any
Affiliate of such Person and wherever located.

      "Asset  Allocation  Statement Under Section 338" shall have the meaning as
set forth in Section 5.5(a) of this Agreement.

      "Basket"  shall have the  meaning  as set forth in  Section  7.4(a) of the
Agreement.

      "Buyer"  shall  have  the  meaning  as set  forth in the  Preamble  of the
Agreement.

      "Charter  Documents" shall have the meaning as set forth in Section 2.1 of
the Agreement.

      "Closing"  shall  have the  meaning  as set  forth in  Section  1.2 of the
Agreement.

      "Closing  Date"  shall have the meaning as set forth in Section 1.2 of the
Agreement.

      "Code" means the Internal Revenue Code of 1986, as amended,  and the rules
and regulations promulgated thereunder.

      "Common Stock  Payment" shall have the meaning as set forth in Section 1.1
of the Agreement.

      "Common Stock  Payment  Value" shall have the meaning set forth in Section
1.1 of the Agreement.

      "Company" shall have the meaning as set forth in the Preamble.

                                      A-1
<PAGE>

      "Company  Disclosure  Schedule" shall mean the written disclosure schedule
pursuant to Article 2 of the Agreement  delivered on or prior to the date hereof
to Buyer that is arranged in the numbered and lettered paragraphs  corresponding
to the numbered and lettered paragraphs contained in the Agreement.

      "Company  Intellectual  Property" means all Material Intellectual Property
other than  Material  Intellectual  Property  that is the subject of Third Party
Licenses.

      "Contract" means any written or oral agreement,  arrangement,  commitment,
contract,   indenture,   instrument,   lease,  obligation,   plan,  restriction,
understanding  or  undertaking  of any kind or character,  or other  document to
which any Person is a party or by which such Person is bound or  affecting  such
Person's capital stock, Assets or business.

      "Default"  shall mean (i) any breach or violation of or default  under any
Contract,  Order or  Permit,  (ii) any  occurrence  of any  event  that with the
passage  of time or the giving of notice or both  would  constitute  a breach or
violation  of or  default  under any  Contract,  Order or  Permit,  or (iii) any
occurrence  of any event that with or without  the passage of time or the giving
of notice would give rise to a right to terminate or revoke,  change the current
terms of, or renegotiate,  or to accelerate,  increase,  or impose any Liability
under, any Contract, Order or Permit.

      "Elections  Under  Section 338 for  Corporations  Making  Qualified  Stock
Purchases"  shall  have the  meaning  as set  forth in  Section  5.5(a)  of this
Agreement.

      "Environmental  Laws" mean any and all federal,  state,  local and foreign
statutes, laws, judicial decisions,  regulations,  ordinances, rules, judgments,
orders,  decrees,  codes,  plans,  injunctions,  permits,  concessions,  grants,
franchises,  licenses,  agreements and  governmental  restrictions,  relating to
human  health,  the  environment  or to  emissions,  discharges  or  releases of
pollutants,  contaminants  or  other  Hazardous  Material  or  wastes  into  the
environment,  including without  limitation  ambient air, surface water,  ground
water  or  land,  or  otherwise   relating  to  the   manufacture,   processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants,  contaminants or other Hazardous  Material or wastes or the clean-up
or other remediation thereof.

      "Environmental Liabilities" mean any and all liabilities of or relating to
the Company, whether contingent or fixed, actual or potential, known or unknown,
which (i) arise  under or relate to matters  covered by  Environmental  Laws and
(ii)  relate to actions  occurring  or  conditions  existing  on or prior to the
Closing Date.

      "Environmental  Permits" means,  with respect to any Person,  all permits,
licenses, franchises,  certificates,  approvals and other similar authorizations
of governmental  authorities  relating to or required by Environmental  Laws and
affecting,  or relating in any way to, the  business of such Person as currently
conducted.

      "Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended.

                                      A-2
<PAGE>

      "Governmental  Entity" shall mean any  government  or any agency,  bureau,
board,  directorate,   commission,   court,  department,   official,   political
subdivision,  tribunal,  or other  instrumentality  of any  government,  whether
federal, state or local, domestic or foreign.

      "Hazardous Material" means any toxic, radioactive,  corrosive or otherwise
hazardous substance, including petroleum, its derivatives, by-products and other
hydrocarbons, or any substance having any constituent elements displaying any of
the  foregoing  characteristics,  which in any  event  is  regulated  under  any
Environmental Law.

      "Indemnitee"  shall have the  meaning  as set forth in Section  7.3 of the
Agreement.

      "Indemnifying Party" shall have the meaning as set forth in Section 7.3 of
the Agreement.

      "Intellectual  Property" shall mean all rights,  privileges and priorities
provided  under  applicable  Law  relating  to  intellectual  property,  whether
registered or unregistered, including without limitation all (i) (a) inventions,
discoveries,  processes,  formulae,  designs, methods,  techniques,  procedures,
concepts,  developments,  technology,  mask works,  new and useful  improvements
thereof and know-how relating  thereto,  whether or not patented or eligible for
patent protection;  (b) copyrights and copyrightable  works,  including computer
applications,  programs,  Products,  Software,  databases and related items; (c)
trademarks,  service marks, trade names, brand names,  product names,  corporate
names, logos and trade dress, the goodwill of any business  symbolized  thereby,
and all common-law rights relating thereto;  and (d) trade secrets,  proprietary
data  and  other   confidential   information;   and  (ii)  all   registrations,
applications,  recordings,  and licenses or other similar  agreements related to
the foregoing.

      "Knowledge"  means  with  respect  to the  Company  or Buyer,  the  actual
knowledge of the officers of a party, and knowledge that a reasonable  person in
such  capacity  should have after due inquiry,  and with respect to the Sellers,
that actual knowledge of the Sellers,  and knowledge that a reasonable person in
such capacity should have after due inquiry.

      "Law"  shall  mean any code,  law,  ordinance,  regulation,  reporting  or
licensing  requirement,  rule, or statute  applicable to a Person or its Assets,
liabilities or business, including those promulgated, interpreted or enforced by
any Regulatory Authority.

      "Lien"  means,  with respect to any Asset,  any  mortgage,  lien,  pledge,
charge, security interest or encumbrance of any kind in respect to such Asset.

      "Material"  and  "Materially"  for  purposes  of this  Agreement  shall be
determined  in light of the facts and  circumstances  of the matter in question;
provided  that any  specific  monetary  amount  stated in this  Agreement  shall
determine materiality in that instance.

      "Material  Adverse Effect" means,  with respect to any Person,  a Material
adverse  effect on the condition  (financial or  otherwise),  business,  Assets,
liabilities or the operating  results of such Person and its subsidiaries  taken
as a whole.

      "Material  Intellectual  Property"  shall have the meaning as set forth in
Section 2.16(a) of the Agreement.

                                      A-3
<PAGE>

      "Order"  shall  mean  any  administrative   decision  or  award,   decree,
injunction,  judgment, order,  quasi-judicial decision or award, ruling, or writ
of any federal,  state, local or foreign or other court,  arbitrator,  mediator,
tribunal, administrative agency or Regulatory Authority.

      "Person"  means  an  individual,   a   corporation,   a  partnership,   an
association,  a trust,  a  limited  liability  company  or any  other  entity or
organization,  including a government or political  subdivision or any agency or
instrumentality thereof.

      "Permit" shall mean any federal,  state,  local,  or foreign  governmental
approval,  authorization,  certificate,  consent,  easement,  filing, franchise,
letter of good standing, license, notice, permit, qualification, registration or
right  of or from  any  Governmental  Entity  (or any  extension,  modification,
amendment  or waiver of any of these) to which any  Person is a party or that is
or may be binding upon or inure to the benefit of any Person or its  securities,
Assets or business, or any notice,  statement,  filing or other communication to
be filed with or delivered to any Governmental Entity.

      "Proportionate Ownership Interest" means, with respect to any Seller, such
Seller's  proportionate  ownership  interest in the Company as is  determined by
dividing  the  number of  Shares  owned by such  Seller  by the total  number of
outstanding shares of capital stock of the Company at Closing.

      "Purchase  Price"  shall have the  meaning set forth in Section 1.1 of the
Agreement.

      "Registrable  Shares" means (i) the shares of Buyer Common Stock  (subject
to appropriate  adjustment for stock splits,  stock dividends,  combinations and
other  recapitalizations  after the date hereof and (ii) any common stock issued
as a dividend or other  distribution  with respect to, or in exchange for, or in
replacement  of the  shares  referenced  in (i) above,  excluding  in all cases,
however,  any  Registrable  Shares  that have  been sold by a person  privately,
pursuant to the provisions of Rule 144, or pursuant to a registration  statement
under the 1933 Act covering such  Registrable  Securities that has been declared
effective by the SEC.

      "Regulatory Authorities" shall mean all foreign,  federal, state and local
regulatory   agencies  and  other   Governmental   Entities  or  bodies   having
jurisdiction over the parties and their respective Assets, employees, businesses
and/or subsidiaries.

      "Returns"  shall have the  meaning as set forth in Section  2.10(a) of the
Agreement.

      "Reverse  Stock  Split" shall have the meaning as set forth in Section 6.2
of the Agreement.

      "Securities  Act" shall mean the  Securities Act of 1933 and the rules and
regulations promulgated thereunder, as amended.

      "SEC" shall mean the United States Securities and Exchange Commission.

      "Seller"  and  "Sellers"  shall  have  the  meanings  as set  forth in the
Preamble of the Agreement.

                                      A-4
<PAGE>

      "Shares"  shall  have the  meaning  as set  forth in the  Recitals  of the
Agreement.

      "Tax" or "Taxes" shall mean all United States federal, state,  provincial,
local or foreign taxes and any other applicable  duties,  levies,  fees, charges
and  assessments  that  are in the  nature  of a tax,  including  income,  gross
receipts,  property,  sales, use, license, excise,  franchise, ad valorem, value
added,  transfer,  severance,  stamp,  occupation,  premium,  windfall  profits,
environmental  (including taxes under Section 59A of the Code), customs, capital
stock,  real  property,  personal  property,   alternative  or  add-on  minimum,
estimated,  social  security  payments,  and  health  taxes and any  deductibles
relating  to wages,  salaries  and  benefits  and  payments  to  subcontractors,
together with all interest, penalties and additions imposed with respect to such
amounts.

      "Third-Party  Licenses" means all licenses and other agreements with third
parties  relating to any  Intellectual  Property or products that the Company is
licensed  or  otherwise  authorized  by  such  third  parties  to  use,  market,
distribute or incorporate into products marketed and distributed by the Company.

      "Third-Party  Technology"  means all  Intellectual  Property  and products
owned by third parties and licensed pursuant to Third-Party Licenses.


                                      A-5