Exhibit 10.1 


EXECUTION COPY 


          SECURITIES
PURCHASE AGREEMENT, dated as of October 20, 2009
(the “Agreement”), among THE INDIVIDUALS NAMED IN SCHEDULE A HERETO (each
a “Buyer”
and, collectively, the “Buyers”); DANA HYDE, an individual residing at 215 North
Washington Street, Monte Vista, Colorado 81144 (“Hyde”); EDWARDS INVESTMENTS LLC, a
Colorado limited liability company with offices located at 7955 Arapahoe
Road, Suite 1100, Greenwood Village, Colorado 80111, DAVID WAGNER & ASSOCIATES, P.C., Penthouse
Suite, 8400 East Prentice Avenue, Greenwood Village Colorado 80111, J.D. KISH,
an individual residing at c/o Kish Leake & Associates PC, 5031 South Ulster
Street, Suite 420, Denver, Colorado 80237, DENNIS MURPHY, an individual residing at
9600 East Arapahoe Road, Suite 260, Engelwood, Colorado 80112, JUDITH
JONES, an individual residing at 6949 Hoyt Court, Arvada, Colorado
80004-1600, DON AND LINDA AHLGREN, individuals residing at 522 San Pedro,
Garland, Texas 75043, NORMAN SECK, an individual residing at 1202
Estralla Road, Taos, New Mexico 87571, and LALAH DEE CHANEY, an individual residing at
17220 Village Lane, Dallas, Texas 75248 (collectively,
the “Unaffiliated
Sellers”, and, together with Hyde, each a “Seller” and collectively,
the “Sellers”); and GREAT SPIRITS, INC., a Colorado corporation
with offices located at 215 N. Washington Street, Monte Vista, Colorado 81144 (the “Company”). 


INTRODUCTION


          The Sellers
own beneficially and of record an aggregate of 7,998,020 shares of common
stock, par value $0.001 per share (the “Common
Stock”), of the Company, which includes all shares of Common Stock
owned beneficially or of record thereby, or issuable upon the exercise,
conversion, or exchange of securities or obligations held by, or owed to, the
Seller, which Shares represent 96.969% of the outstanding Common Stock at the
date hereof. The Buyers desire to acquire from the Sellers, and the Sellers
desire to sell to the Buyers, an aggregate of 7,998,000 of their shares (the “Shares”), representing 96.969% of the
outstanding Common Stock at the date hereof, in accordance with, and subject
to, the terms hereof, allocated among the Sellers as set forth in Schedule B
hereto and allocated among the Buyers as set forth in Schedule A hereto.



          NOW,
THEREFORE, in consideration of the premises and mutual
representations, warranties and covenants herein contained, the parties hereby
agree as follows:


ARTICLE I


CERTAIN DEFINITIONS


          “Business Day” shall mean any day which is
not a Saturday or Sunday and is not a day on which banking institutions are
generally authorized or obligated to close in the City of New York, New York.





          “Buyer” and “Buyers” shall have the
definition assigned thereto in the introductory paragraph hereto.


          “Closing” shall mean the closing of the
purchase by Buyers from the Sellers of the Shares.


          “Closing Date” shall have the definition
assigned thereto in Section 2.03(a) hereof.


          “Code” shall have the definition assigned
thereto in Section 3.01(d).


          “Common Stock” shall have the definition
assigned thereto in to introduction hereto. 


          “Company” shall have the definition
assigned thereto in the introductory paragraph hereto.


          “Dispose Of” shall mean to pledge,
hypothecate, give away, sell, grant an option (other than pursuant hereto) with
respect to, or otherwise transfer. 


          “Environmental Laws” shall have the
definition assigned thereto in Section 3.01(q).


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


          “Exchange Act” shall have the definition
assigned thereto in Section 3.01(a)(i).


          “Existing Directors” shall have the
definition assigned thereto in Section 4.04.


          “Hyde”
shall have the definition assigned thereto in the introductory paragraph to
this Agreement.


          “Investment Company Act” shall have the
definition assigned thereto in Section 3.01(n).


          “Last Company Financial Statement Date”
shall mean June 30, 2009.


          “Last Company Financial Statements” shall
mean the balance sheet, statement of income, and statement of cash flows, and
the notes thereto, of the Company as of the Last Company Financial Statement
Date.


          “New Directors” shall have the definition
assigned thereto in Section 4.04.


          “Purchase Price” shall have the definition
assigned thereto in Section 2.01 hereof.


          “SEC” shall mean the United States
Securities and Exchange Commission.


          “SEC Documents” shall have the definition
assigned thereto in Section 3.01(a)(i).


          “Securities Act” shall mean the Securities
Act of 1933, as amended.


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          “Seller” and “Sellers” shall have the
definition assigned thereto in the introductory paragraph hereto.


          “Shares” shall have the definition assigned
thereto in the introduction hereto. 


          “Taxes” shall have the definitions assigned
thereto in Section 3.01(j).


ARTICLE II


ACQUISITION AND EXCHANGE OF SHARES



          Section
2.01     The Agreement. At the Closing, the Buyers
shall acquire from the Sellers, and the Sellers shall sell to the Buyers, the
Shares in accordance with Schedule A hereto and Schedule B hereto
in exchange for an aggregate purchase price of US$190,000 (following deduction
of $10,000 payable at the Closing to Brockington Securities, Inc.) in cash,
less the amount of any liabilities of the Company (the “Purchase Price”), allocated among the
Sellers as determined among themselves. 


          Section
2.02     Closing; Exchanges. 


          (a)          The
Closing shall take place on the date hereof (the “Closing Date”) at the offices of Beigelman, Feiner &
Feldman, P.C., 100 Wall Street, 23rd Floor, New York, New York
10005, or by electronic means, as determined by the Buyers in their sole
discretion. 


                         (i)          On
the Closing Date, the Sellers shall deliver or cause to be delivered to Buyers,
c/o Brockington Securities, Inc., 2805 Veterans Hwy, Suite 1 Ronkonkoma, NY
11779, stock certificates evidencing the Shares, registered in the name of the
Byers in accordance with Schedule A hereto or their respective designees
identified in writing by each Buyer at least two Business Days prior to the
Closing. 


                         (ii)          At
or before the Closing Date, the Buyers shall: 


                                        (A)     deliver to the escrow account
maintained by Andrew Telsey, Esq., the Purchase Price by certified or official
bank check or by electronic wire transfer in accordance with instructions
theretofore provided by Andrew Telsey, Esq. to the Buyers;


                                        (B)     agree to sell, or provide a date of
which it shall sell, the assets of the Company immediately prior to the Closing
to Hyde in exchange for Hyde’s agreement to: (i) forgive any related party debt
owed by the Company to Hyde; and (ii) indemnify the Company against any
liability relating to the business of the Company prior to the transactions
contemplated hereby; 


                         (iii)          At
or before the Closing Date, the Company will deliver to the Buyers an Officer’s
Certificate in the form of Exhibit 2.02(a)(iii) hereto, dated the
Closing Date, certifying, 


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among other things, that all representations, warranties, covenants,
and conditions set forth herein by the Sellers and the Company are true and
correct as of, or have been fully performed and complied with by, the Closing
Date; 


                         (iv)          At
or before the Closing Date, each Seller will deliver to the Buyers and the
Company a certificate in the form of Exhibit 2.02(a)(iv)-1 hereto, dated
the Closing Date, in the case of Hyde, or Exhibit 2.02(a)(iv)-2 hereto,
dated the Closing Date, in the case of the Unaffiliated Sellers, certifying
that all representations, warranties, covenants, and conditions set forth
herein by such Seller and the Company are true and correct as of, or have been
fully performed and complied with by, the Closing Date; 


                         (v)          At
or before the Closing Date, each Buyer, or a duly appointed agent thereof, will
deliver to the Sellers one or more Certificates in the form of Exhibit
2.02(a)(v) hereto, dated the Closing Date, certifying that all
representations, warranties, covenants and conditions set forth herein by such
Buyer are true and correct as of, or have been fully performed and complied
with by, the Closing Date; and


                         (vi)          At
or before the Closing Date, the Sellers and the Buyers shall execute a
cross-receipt in the form of Exhibit 2.02(a)(vi) hereto.


          (b)          The
Shares shall be authorized, issued, and outstanding shares of Common Stock. All
Shares shall be deemed “restricted
securities” as defined in paragraph (a) of Rule 144 under the
Securities Act. The acquisition by the Buyers of the Shares shall be subject to
an exemption from the registration requirements of the Securities Act, under
Section 4(1) of the Securities Act and the rules and regulations promulgated
thereunder. Certificates representing the Shares shall bear a restrictive
legend in substantially the following form:


	
  

 	
  

 	
  

 
	
  

 	
 The shares represented by this certificate
have not been registered under the Securities Act of 1933, as amended, and
may not be offered for sale, sold, or otherwise disposed of, except in
compliance with the registration provisions of such Act or pursuant to an
exemption from such registration provisions, the availability of which is to
be established to the satisfaction of the Company. 

 	
  

 


          Section
2.03     Approval. In anticipation of this
Agreement, the Board of Directors of the Company has taken all necessary and
requisite corporate and other action in order to approve this Agreement and all
transactions contemplated hereby.


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ARTICLE III


REPRESENTATIONS AND WARRANTIES


          Section 3.01    Representations and Warranties of Hyde and the Company.
Hyde and the Company, jointly and severally, represent and warrant to, and
agree with, the Buyers as follows:


          (a)       (i)          The
Common Stock has been registered under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)
and the Company is subject to the periodic reporting requirements of Section 13
of the Exchange Act. The Company has made available to the Buyers true,
complete, and correct copies of all forms, reports, schedules, statements, and
other documents required to be filed by it under the Exchange Act, as such
documents have been amended since the time of the filing thereof (collectively,
including all forms, reports, schedules, statements, exhibits, and other
documents filed by the Company therewith, the “SEC
Documents”). Other than as disclosed on Schedule 3.01(a)(i), the SEC
Documents, including, without limitation, any financial statements and
schedules included therein, at the time filed or, if subsequently amended, as
so amended, (i) did not contain any untrue statement of a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading and (ii) complied in all respects with the applicable
requirements of the Exchange Act and the applicable rules and regulations
thereunder. 


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 


The Company has made
available to the Buyers copies of, all written descriptions of, and all
policies, manuals and other documents promulgating, such disclosure controls
and


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procedures. The books,
records and accounts of the Company accurately and fairly reflect, in reasonable
detail, the transactions in, and dispositions of, the assets of, and the
results of operations of, the Company all to the extent required by generally
accepted accounting principles. 


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


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


          (b)     At
the date hereof and at the Closing Date:


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


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


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


                    (iv)       The
Common Stock is eligible for participation in The Depository Trust Company book
entry system.


          (c)      Other
than as disclosed on Schedule 3.01(a)(i), the Company has no
subsidiaries or affiliated corporation or owns any interest in any other
enterprise (whether or not such enterprise is a corporation). The Company has
been duly organized and is validly existing as a corporation in good standing
under the laws of the State of Colorado with full power and authority
(corporate and other) to own, lease and operate its respective properties and
conduct its respective business as described in the SEC Documents; except as
otherwise disclosed on Schedule 3.01(c), the Company is duly qualified to do
business as a foreign corporation and is in good standing in each jurisdiction
in which the ownership or leasing of its properties or the conduct of its
business requires such qualification, except where the failure to be so
qualified or be in good standing would not have a material adverse effect on
its business, prospects, condition (financial or otherwise), and results of


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operations of the Company; no
proceeding has been instituted in any such jurisdiction, revoking, limiting or
curtailing, or seeking to revoke, limit or curtail, such power and authority or
qualification; the Company is in possession of, and operating in compliance
with, all authorizations, licenses, certificates, consents, orders and permits
from state, federal, foreign and other regulatory authorities that are material
to the conduct of its business, all of which are valid and in full force and
effect; the Company is not in violation of its charter or bylaws or in default
in the performance or observance of any obligation, agreement, covenant or
condition contained in any material bond, debenture, note or other evidence of
indebtedness, or in any material lease, contract, indenture, mortgage, deed of
trust, loan agreement, joint venture or other agreement or instrument to which
it is a party or by which it or its properties or assets may be bound, which
violation or default would have a material adverse effect on the business,
prospects, financial condition or results of operations of the Company; and the
Company is not in violation of any law, order, rule, regulation, writ,
injunction, judgment or decree of any court, government or governmental agency
or body, domestic or foreign, having jurisdiction over the Company or over its
properties or assets, which violation would have a material adverse effect on
the business, prospects, financial condition or results of operations of the
Company taken as a whole. The SEC Documents accurately describe any
corporation, association or other entity owned or controlled, directly or
indirectly, by the Company.


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


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satisfied) violate, result in
a breach of, or conflict with any law, rule, regulation, order, judgment,
decree, injunction, or writ of any court, government or governmental agency or
body, domestic or foreign, having jurisdiction over the Company or over its
properties or assets.


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


          (f)          The
authorized capital stock of the Company consists of 50,000,000 shares of Common
Stock, of which 8,248,020 shares of Common Stock are outstanding, and 1,000,000
shares of “blank check” preferred stock, par value $0.10 per share, no shares
of which are outstanding. Each of such outstanding shares of Common Stock is
duly and validly authorized, validly issued, fully paid, and nonassessable, has
not been issued and is not owned or held in violation of any preemptive or
similar right of stockholders. Except as disclosed in the SEC Documents, (i)
there is no commitment, plan, or arrangement to issue, and no outstanding
option, warrant, or other right calling for the issuance of, any share of capital
stock of, or any security or other instrument convertible into, exercisable
for, or exchangeable for capital stock of, the Company, and (ii) except as
described in the SEC Documents, there is outstanding no security or other
instrument convertible into or exchangeable for capital stock of the Company.
When delivered by the Sellers against payment therefor in accordance with the
terms of this Agreement, the Shares will be duly and validly issued and fully
paid and nonassessable, and will be sold free and clear of any pledge, lien,
security interest, encumbrance, claim or equitable interest of any kind; and no
preemptive or similar right, co-sale right, registration right, right of first
refusal or other similar right of stockholders exists with respect to any of
the Shares or the issuance and sale thereof other than those that have been
expressly waived prior to the date hereof and those that will automatically
expire upon the execution hereof. No further approval or authorization of any
stockholder, the Board of Directors of the Company or others is required for
the issuance and sale or transfer of the Shares, except as may be required
under the Securities Act, the rules and regulations promulgated thereunder or
under state or other securities or blue sky laws. The Company has no stock
option, stock bonus and other stock plans or arrangements.


          (g)          Ronald R. Chadwick, P.C. examined the
financial statements of the Company, together with the related schedules and
notes, for the period from September 26, 2005 through June 30, 2009 (the “Auditors”), filed with the SEC as a part
of the SEC Documents, are independent accountants within the meaning of the
Securities Act, the Exchange Act, and the rules and regulations promulgated
thereunder; and the audited financial statements of the Company, together with
the related schedules and notes, and the unaudited financial information,
forming part of the SEC Documents, fairly present and will fairly present the
financial position and the results of operations of the Company at the
respective dates and for the respective periods to which they


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apply; and all audited financial statements of the Company, together
with the related schedules and notes, and the unaudited financial information,
filed with the SEC as part of the SEC Documents, complied and will comply as to
form in all material respects with applicable accounting requirements and with
the rules and regulations of the SEC with respect hereto when filed, have been
and will be prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved except as may
be otherwise stated therein (except as may be indicated in the notes thereto or
as permitted by the rules and regulations of the SEC) and fairly present and
will fairly present, subject in the case of the unaudited financial statements,
to customary year end audit adjustments, the financial position of the Company
as at the dates thereof and the results of its operations and cash flows. The procedures
pursuant to which the aforementioned financial statements have been audited are
compliant with generally accepted auditing standards. The selected and summary
financial and statistical data included in the SEC Documents present and will
present fairly the information shown therein and have been compiled on a basis
consistent with the audited financial statements presented therein. No other
financial statements or schedules are required to be included in the SEC
Documents. The financial statements referred to in this Section 3.01(g) contain
all certifications and statements required under the SEC’s Order, dated June
27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460),
Rule 13a-14 or 15d-14 under the Exchange Act, or 18 U.S.C. Section 1350
(Sections 302 and 906 of the Sarbanes-Oxley Act of 2002) with respect to the
report relating thereto. Since the Last Company Financial Statement Date:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iii)       Except
 as set forth in the SEC Documents, the operations and businesses of the
 Company have been conducted in all respects only in the ordinary course.

 


Other than a “going concern” qualification in the report of the
Auditors with respect to the financial statements of the Company, there is no
fact known to Hyde or the Company which materially adversely affects or in the
future (as far as the Company can reasonably foresee) may materially adversely
affect the financial condition, results of operations, businesses, properties,
assets, liabilities, or future prospects of the Company; provided, however, that
neither Hyde nor the Company expresses any opinion as to political or economic
matters of general applicability. The Company has made known, or caused to be
made known, to the accountants or auditors who have prepared, reviewed, or
audited the aforementioned consolidated financial statements all material facts
and circumstances which could affect the preparation, presentation, accuracy,
or completeness thereof.


          (h)     Subsequent
to the respective dates as of which information is given in the SEC Documents,
there has not been (i) any material adverse change in the business, prospects,
financial condition or results of operations of the Company, (ii) any
transaction committed to or


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consummated that is material
to the Company, (iii) any obligation, direct or contingent, that is material to
the Company incurred by the Company, except such obligations as have been
incurred in the ordinary course of business, (iv) any change in the capital
stock or outstanding indebtedness of the Company or Subsidiary that is material
to the Company, (v) any dividend or distribution of any kind declared, paid, or
made on the capital stock of the Company, or (vi) any loss or damage (whether
or not insured) to the property of the Company which has a material adverse
effect on the business, prospects, condition (financial or otherwise), or
results of operations thereof.


          (i)          At
the Closing, the Company shall have no properties or assets and the Company
shall be free and clear of any pledge, lien, security interest, encumbrance,
claim or equitable interest. At the Closing, the Company shall be party to no
agreements except for this Agreement, which shall be a legal, valid and binding
agreement, enforceable against the Company in accordance with its terms. 


          (j)          Other
than related party liabilities, all of which are owed to the Sellers and
affiliates thereof, the Company’s liabilities, in the aggregate, are less than
the Purchase Price. All such liabilities, other than those to related parties,
shall be paid at or prior to the Closing. At or before the Closing, all related
party liabilities shall be forgiven or otherwise extinguished. Other than as
disclosed in Schedule 3.01(j), the Company has no liability of any
nature, accrued or contingent, including, without limitation, liabilities for
federal, state, local, or foreign taxes and penalties, interest, and additions
to tax (“Taxes”), and liabilities
to customers or suppliers. Without limiting the generality of the foregoing,
the amounts set up as provisions for Taxes, if any, in the Last Company
Financial Statements are sufficient for all accrued and unpaid Taxes of the
Company, whether or not due and payable and whether or not disputed, under tax
laws, as in effect on the Last Company Financial Statement Date or now in
effect, for the period ended on such date and for all fiscal periods prior
thereto. The execution, delivery, and performance of this Agreement by the
Company will not cause any Taxes to be payable (other than those that may
possibly be payable by a Seller as a result of the sale of the Shares) or cause
any lien, charge, or encumbrance to secure any Taxes to be created either
immediately or upon the nonpayment of any Taxes other than on the properties or
assets of the Sellers. The Internal Revenue Service has audited and settled or
the statute of limitations has run upon all federal income tax returns of the
Company and Hyde for all taxable years up to and including the taxable year
ended December 31, 2002. The Company has filed all federal, state, local, and
foreign tax returns required to be filed by it; has made provided to the Buyers
a true and correct copy of each such return which was filed in the past six years;
has paid (or has established on the last balance sheet included in the last
Company Financial Statement a reserve for) all Taxes, assessments, and other
governmental charges payable or remittable by it or levied upon it or its
properties, assets, income, or franchises which are due and payable; and has
delivered to the Buyers a true and correct copy of any report as to adjustments
received by it from any taxing authority during the past six years and a
statement as to any litigation, governmental or other proceeding (formal or
informal), or investigation pending, threatened, or in prospect with respect to
any such report or the subject matter of such report. Hyde has paid all taxes
payable thereby due on or prior to the date hereof.


          (k)          Except
as disclosed in Schedule 3.01(k), the Company does not have any
insurance; the Company has at no time been refused any insurance coverage
sought or applied for.


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


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


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


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


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


                         (ii)          Neither
Company, nor, to the best knowledge of Hyde nor the Company, any director,
officer, agent, employee, or other person associated with, or acting on behalf
of, the 


-11-





Company, has, directly or indirectly: used any corporate funds for
unlawful contributions, gifts, entertainment, or other unlawful expenses
relating to political activity; made any unlawful payment to foreign or
domestic government officials or employees or to foreign or domestic political
parties or campaigns from corporate funds; violated any provision of the
Foreign Corrupt Practices Act of 1977, as amended; or made any bribe, rebate,
payoff, influence payment, kickback, or other unlawful payment. The Company’s
internal accounting controls and procedures are sufficient to cause the Company
to comply in all respects with the Foreign Corrupt Practices Act of 1977, as
amended.


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


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


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


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


          (s)          The
Company has not incurred any liability, direct or indirect, for finders’ or
similar fees on behalf of or payable by the Company or the Buyers in connection
with the transactions 


-12-





contemplated hereby or any
other transaction involving the Company and the Buyers, except as otherwise
disclosed herein.


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


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


          (v)          The
Company is not party to any contract, agreement or arrangement other than this
Agreement and as otherwise disclosed in the SEC Documents.


          Section
3.02       Representations and Warranties of the
Sellers. Each Seller, severally, but not jointly,
hereby represents and warrants to, and agrees with, the Buyers:


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


-13-





certificate of incorporation
or by-laws or analogous governing document of such Seller (if applicable) or
(if the provisions of this Agreement are satisfied) violate, result in a breach
of, or conflict with any law, rule, regulation, order, judgment, decree,
injunction, or writ of any court, government or governmental agency or body,
domestic or foreign, having jurisdiction over such Seller or over its
respective properties or assets.


                    (ii)           If
such Seller is an individual, such Seller has reached the age majority in his
or her state of residence. 


                    (iii)          If
such Seller is not an individual, such Seller has been duly organized and is
validly existing as a corporation or limited liability company in good standing
under the laws of its respective jurisdiction of formation with full power and
authority (corporate and other) to own, lease and operate its respective
properties and conduct its respective business; such Seller is duly qualified
to do business as a foreign corporation and is in good standing in each
jurisdiction in which the ownership or leasing of its properties or the conduct
of its business requires such qualification, except where the failure to be so
qualified or be in good standing would not have a material adverse effect on
its respective business, prospects, condition (financial or otherwise), and
results of operations; no proceeding has been instituted in any such
jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or
curtail, such power and authority or qualification; such Seller is in
possession of, and operating in compliance with, all authorizations, licenses,
certificates, consents, orders and permits from state, federal, foreign and
other regulatory authorities that are material to the conduct of its business,
all of which are valid and in full force and effect; such Seller is not in
violation of its charter or bylaws or analogous governing documents or in
default in the performance or observance of any obligation, agreement, covenant
or condition contained in any material bond, debenture, note or other evidence
of indebtedness, or in any material lease, contract, indenture, mortgage, deed
of trust, loan agreement, joint venture or other agreement or instrument to
which it is a party or by which it or its properties or assets may be bound,
which violation or default would have a material adverse effect on its
respective business, prospects, financial condition or results of operations;
and such Seller is not in violation of any law, order, rule, regulation, writ,
injunction, judgment or decree of any court, government or governmental agency
or body, domestic or foreign, having jurisdiction over such Seller or over its
properties or assets, which violation would have a material adverse effect on
its respective business, prospects, financial condition or results of
operations taken as a whole. 


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


                    (c)          When
delivered by such Seller against payment therefor in accordance with the terms
of this Agreement, the Shares delivered thereby will be duly and validly issued
and fully 


-14-





paid and nonassessable, and will be sold free and clear of any pledge,
lien, security interest, encumbrance, claim or equitable interest of any kind;
and no preemptive or similar right, co-sale right, registration right, right of
first refusal or other similar right of stockholders exists with respect to any
of the Shares to be delivered thereby hereunder or the issuance and sale
thereof other than those that have been expressly waived prior to the date
hereof and those that will automatically expire upon the execution hereof. No
further approval or authorization of any stockholder, the Board of Directors of
the Company or others is required for the issuance and sale or transfer of the
Shares, except as may be required under the Securities Act, the rules and
regulations promulgated thereunder or under state or other securities or blue
sky laws.


                    (d)          (i)          The
Seller is the sole record and beneficial owner of the Shares set forth opposite
its respective name in Schedule B hereto, free and clear of any security
interest, pledge, mortgage, lien (including, without limitation, environmental
and tax liens), charge, encumbrance, adverse claim, preferential arrangement or
restriction of any kind, including, without limitation, any restriction on the
use, voting, transfer (except as otherwise provided herein), receipt of income
or other exercise of any attributes of ownership. The Shares to be delivered by
such Seller hereunder are not subject to any options, warrants, convertible
securities or other rights, agreements, arrangements or commitments of any
character relating to interests therein. There are no voting trusts, member
agreements, proxies, or other agreements or understandings in effect with
respect to the voting or transfer of any of such Shares. Except as referenced
in Schedule B, other than the Shares, such Seller owns beneficially or of
record, no shares of capital stock or other securities of the Company, and does
not own beneficially or of record, any securities exercisable for, or
convertible into or exchangeable for, securities of the Company.


                    (ii)          Such
Sellers acquired the Shares owned beneficially and of record thereby from the
Company in private transactions not involving a public offering and, on the
dates of such acquisitions, such Seller paid the full purchase price therefor.
The Shares are “restricted securities”
as defined in Rule 144(a) under the Securities Act.


                    (iii)          Neither
such Seller nor any affiliate thereof knows of any material adverse information
regarding the current or prospective operations of the Company which has not
been publicly disclosed. 


          Section
3.03     Representations and Warranties of the
Buyers. Each Buyer, severally, but not jointly,
hereby represents and warrants to, and agrees with, the Sellers:


                    (a)            Such
Buyer has all requisite power and authority to execute, deliver, and perform
this Agreement. All necessary proceedings of such Buyer have been duly taken to
authorize the execution, delivery, and performance of this Agreement thereby.
This Agreement has been duly authorized, executed, and delivered by such Buyer,
constitutes the legal, valid, and binding obligation of such Buyer, and is
enforceable as to such Buyer in accordance with its respective terms. Except as
otherwise set forth in this Agreement, no consent, authorization, approval,
order, license, certificate, or permit of or from, or declaration or filing
with, any federal,





-15-





state, local, or other
governmental authority or any court or other tribunal is required by such Buyer
for the execution, delivery, or performance of this Agreement thereby. No
consent, approval, authorization or order of, or qualification with, any court,
government or governmental agency or body, domestic or foreign, having
jurisdiction over such Buyer or over its properties or assets is required for
the execution and delivery of this Agreement and the consummation by such Buyer
of the transactions herein contemplated, except such as may be required under
the Securities Act or under state or other securities or blue sky laws, all of
which requirements have been, or in accordance therewith will be, satisfied in
all material respects. No consent of any party to any material contract,
agreement, instrument, lease, license, arrangement, or understanding to which
such Buyer is a party, or to which its or any of its businesses, properties, or
assets are subject, is required for the execution, delivery, or performance of
this Agreement; and the execution, delivery, and performance of this Agreement
will not violate, result in a breach of, conflict with, or (with or without the
giving of notice or the passage of time or both) entitle any party to terminate
or call a default under, entitle any party to receive rights or privileges that
such party was not entitled to receive immediately before this Agreement was
executed under, or create any obligation on the part of such Buyer to which it
was not subject immediately before this Agreement was executed under, any term
of any such material contract, agreement, instrument, lease, license,
arrangement, or understanding, or violate or result in a breach of any term of
the operating agreement of such Buyer or (if the provisions of this Agreement
are satisfied) violate, result in a breach of, or conflict with any law, rule,
regulation, order, judgment, decree, injunction, or writ of any court,
government or governmental agency or body, domestic or foreign, having
jurisdiction over such Buyer or over its properties or assets.


          (b)          Such
Buyer is an “accredited investor”
as defined in Rule 501 of Regulation D under the Securities Act. Such Buyer is
acquiring the Shares to be acquired thereby hereunder for its own account (and
not for the account of others) for investment and not with a view to the
distribution or resale thereof in violation of the Securities Act. Such Buyer
understands that it may not sell or otherwise Dispose Of such Shares in the
absence of either an effective registration statement under the Securities Act
or an exemption from the registration provisions of the Securities Act. Such
Buyer acknowledges being informed that the shares of Common Stock acquired
thereby shall be unregistered, shall be “restricted
securities” as defined in Rule 144(a) under the Securities Act, and
must be held indefinitely unless (i) they are subsequently registered
under the Securities Act, or (ii) an exemption from such registration is
available. Such Buyer further acknowledges that the Company does not have an
obligation to currently register such securities for the account of such Buyer.



          (c)          By
virtue of such Buyer’s position, it has access to the same kind of information
which would be available in a registration statement filed under the Securities
Act. Such Buyer acknowledges that it has been afforded access to all material
information which it has requested relevant to its decision to acquire the
Shares to acquired thereby and to ask questions of the Company’s management and
that, except as set forth herein, neither any Seller or the Company nor anyone
acting on behalf of any Seller or the Company, has made any representations or
warranties to such Buyer which have induced, persuaded, or stimulated such
Buyer to acquire such Shares. 


          (d)          Either
alone, or together with their investment advisor(s), such Buyer has the
knowledge and experience in financial and business matters to be capable of
evaluating the merits 


-16-





and risks of the prospective investment in the Shares to be acquired
thereby, and such Buyer is and will be able to bear the economic risk of the
investment in such Shares. 


ARTICLE IV


ADDITIONAL COVENANTS


                    Section
4.01     Indemnity. Hyde agrees to indemnify and hold
harmless the Buyers and their respective officers, directors, employees,
counsel, agents, and stockholders, in each case past, present, or as they may
exist at any time after the date of this Agreement, and each person, if any,
who controls, controlled, or will control any of them within the meaning of Section
15 of the Securities Act or Section 20(a) of the Securities Exchange Act of
1934, as amended, against any and all losses, liabilities, damages, and
expenses whatsoever (which shall include, for all purposes of this Article IV,
but not be limited to, counsel fees and any and all expenses whatsoever
incurred in investigating, preparing, or defending against any litigation,
commenced or threatened, or any claim whatsoever, and any and all amounts paid
in settlement of any claim or litigation) as and when incurred arising out of,
based upon, or in connection with (a) any material breach of any
representation, warranty, covenant, or agreement of Hyde or the Company
contained in this Agreement, (b) if the Closing takes place, any act or alleged
omission occurring at or prior to the Closing (including without limitation any
which arise out of, are based upon, or are in connection with any of the
transactions contemplated hereby) which subjects the Buyers to damages related
to the intentional act or intentional omission, and (c) the products and
operations of the Company, if any, prior to closing. The foregoing agreement to
indemnify shall be in addition to any liability Hyde or the Company may
otherwise have, including liabilities arising under this Agreement.


          Section
4.02     Stockholders; Other Securities. Each
of Hyde and the Company hereby agrees that immediately prior to the Closing,
the Company will have at least 90 stockholders. Prior to the date of this
Agreement, all of the Company’s outstanding convertible debt, options, warrants
and all other indebtedness of the Company shall have been cancelled. 


          Section
4.03     Assets and Liabilities. Each of Hyde and the Company hereby agrees
that, at the Closing, the Company shall have no assets and no
liabilities. 


          Section
4.04     Corporate Governance. At
the Closing, (a) the Board of Directors of the Company shall consist of one
current director (the “Existing Director”),
who shall resign immediately thereafter, and one director appointed by
BuyerCorp (the “New Director”),
and (b) all officers of the Company shall resign and the Board of Directors
shall appoint the designees of the Buyers as the sole officers thereof. 


          Section
4.05     Further SEC Filings. Hyde
shall take all such further acts as shall be required to permit the Company to
file any SEC Documents to be filed at or following the Closing which reflect
the business and operations of the Company prior to the Closing, and shall
execute and deliver all certifications required to be filed by the Company with
respect to financial


-17-







statements of the Company reflecting in whole or in part the business
and operations of the Company prior to the Closing.


ARTICLE V


MISCELLANEOUS


          Section
5.01     Expenses. Whether or not the transactions
contemplated in this Agreement are consummated, all costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby,
will be paid by the party incurring such expense or as otherwise agreed to
herein.


          Section
5.02     Necessary Actions. Subject to the terms
and conditions herein provided, each of the parties hereto agrees to use all
reasonable efforts to take, or cause to be taken, all action and to do, or
cause to be done, all things necessary, proper or advisable under applicable
laws and regulations to consummate and make effective the transactions
contemplated by this Agreement. In the event at any time after the Closing, any
further action is necessary or desirable to carry out the purposes of this
Agreement, the Sellers, the proper executive officers and/or directors of the
Company, or the Buyers, as the case may be, will take all such necessary
action.


          Section
5.03     Notices. Any notice or other communication
required or permitted to be given hereunder shall be in writing and shall be
mailed by certified mail, return receipt requested or by the most nearly
comparable method if mailed from or to a location outside of the United States
or by Federal Express, Express Mail, or similar overnight delivery or courier
service or delivered (in person or by telecopy, telex, or similar
telecommunications equipment) against receipt to the party to which it is to be
given at the address of such party set forth in the introductory paragraph to
this Agreement (or to such other address as the party shall have furnished in
writing in accordance with the provisions of this Section 5.03.) Any notice to
the Company shall be addressed to the attention of the Corporate Secretary. Any
notice or other communication given by certified mail (or by such comparable
method) shall be deemed given at the time of certification thereof (or
comparable act), except for a notice changing a party’s address which will be
deemed given at the time of receipt thereof. Any notice given by other means
permitted by this Section 5.03 shall be deemed given at the time of receipt
thereof.


          Section
5.04     Parties in Interest. Except as expressly
provided in Section 4.01 hereof, this Agreement will inure to the benefit of
and be binding upon the parties hereto and the respective successors and
assigns. Nothing in this Agreement is intended to confer, expressly or by
implication, upon any other person any rights or remedies under or by reason of
this Agreement.


          Section
5.05     Entire Agreement; Modification. Except as
otherwise expressly provided herein, this Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof,
supersedes all existing agreements among them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party
hereto. 


-18-





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


          Section
5.07     Survival. Each of the covenants,
agreements, representations, and warranties contained in this Agreement shall
survive the Closing Date until the date 18 months thereafter. The statements
contained in any document executed by either any Seller or the Company relating
hereto or delivered to the Buyers in connection with the transactions
contemplated hereby or thereby, or in any statement, certificate, or other
instrument delivered by, or on behalf of, either any Seller or the Company
pursuant hereto or thereto or delivered to any Buyers in connection with the
transactions contemplated hereby or thereby shall be deemed representations and
warranties, covenants and agreements, or conditions, as the case may be, of
such Seller or the Company, respectively, hereunder for all purposes of this
Agreement (including all statements, certificates, or other instruments
delivered pursuant hereto or thereto or delivered in connection with this
Agreement, or any of the other transactions contemplated hereby). The
statements contained in any document executed by any Buyer relating hereto or
delivered to either any Seller or the Company in connection with the
transactions contemplated hereby or thereby, or in any statement, certificate,
or other instrument delivered by, or on behalf of, any Buyer pursuant hereto or
thereto or delivered to either any Seller or the Company in connection with the
transactions contemplated hereby or thereby shall be deemed representations and
warranties, covenants and agreements, or conditions, as the case may be, of
such Buyer hereunder for all purposes of this Agreement (including all
statements, certificates, or other instruments delivered pursuant hereto or
thereto or delivered in connection with this Agreement, or any of the other
transactions contemplated hereby).


          Section
5.08     Binding Effect. The provisions of this
Agreement shall be binding upon and inure to the benefit of each of the
Sellers, the Company, and each of the Buyers, and their respective successors
and assigns; provided, however, that no party hereto shall have the right to
assign its rights and obligations hereunder without the prior written consent of
the other parties hereto. 


          Section
5.09     Counterpart. This Agreement may be
executed in one or more counterparts, each of which will be deemed an original
and all together will constitute one document. The delivery by facsimile of an
executed counterpart of this Agreement will be deemed to be an original and
will have the full force and effect of an original executed copy.


          Section
5.10     Severability. The provisions of this
Agreement will be deemed severable and the invalidity or unenforceability of
any provision hereof will not affect the validity or enforceability of any of
the other provisions hereof. If any provisions of this Agreement, or the
application thereof to any person or any circumstance, is illegal, invalid or
unenforceable, (a) a suitable and equitable provision will be substituted
therefor in order to carry out, so far as may be 


-19-






valid and enforceable, the intent and purpose of such invalid or
unenforceable provision, and (b) the remainder of this Agreement and the application
of such provision to other persons or circumstances will not be affected by
such invalidity or unenforceability, nor will such invalidity or
unenforceability affect the validity or enforceability of such provision, or
the application thereof, in any other jurisdiction.


          Section
5.11     Headings. The Article and Section headings
are provided herein for convenience of reference only and do not constitute a
part of this Agreement and will not be deemed to limit or otherwise affect any
of the provisions hereof.


          Section
5.12     Governing Law. This Agreement will be
deemed to be made in and in all respects will be interpreted, construed and
governed by and in accordance with the law of the State of Colorado,
without regard to the conflict of law principles thereof.  


 [REMAINDER OF PAGE INTENTIONALLY BLANK]


-20-





          IN
WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement in a manner legally binding upon them as of the date
first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Brian Leftwich

 	
  

 	
 Steve Free

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Jack Minter

 	
  

 	
 Dana Hyde

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 EDWARDS INVESTMENTS LLC

 	
  

 	
 DAVID WAGNER & ASSOCIATES, P.C.

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
 Craig Edelmann

 	
  

 	
  

 	
 David Wagner

 	
  

 
	
  

 	
 Manager

 	
  

 	
  

 	
 President

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 J.D. Kish

 	
  

 	
 Dennis Murphy

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Judith Jones

 	
  

 	
 Don and Linda Ahlgren

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Norman Seck

 	
  

 	
 Lalah Dee Chaney

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 GREAT SPIRITS, INC.

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dana Hyde

 	
  

 	
  

 	
  

 
	
  

 	
 Chief Executive Officer

 	
  

 	
  

 	
  

 


-21-





List of Schedules and Exhibits



	
  

 	
  

 
	
 Schedule A

 	
 Buyers

 
	
 Schedule B

 	
 Sellers

 
	
 Schedule
 3.01(c)

 	
 Subsidiaries

 
	
 Schedule
 3.01(f)

 	
 Options,
 Warrants, and Convertible and Exchangeable Securities

 
	
 Schedule
 3.01(j)

 	
 List of
 Current Non-Affiliate Liabilities

 
	
 Schedule
 3.01(k)

 	
 Insurance
 Policies

 
	
  

 	
  

 
	
 Exhibit
 2.02(a)(iii)

 	
 Company
 Officers’ Certificate

 
	
 Exhibit
 2.02(a)(iv)-1

 	
 Hyde
 Seller’s Certificate

 
	
 Exhibit
 2.02(a)(iv)-2

 	
 Unaffiliated
 Sellers’ Certificate

 
	
 Exhibit
 2.02(a)(v)

 	
 Buyer’s
 Certificate

 
	
 Exhibit
 2.02(a)(vi)

 	
 Cross-Receipt

 


-22-









Schedule A


Buyers




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
  

 	
 Address

 	
  

 	
  

 	
 Shares to
 be Purchased

 	
  

 
	 

 	
  

 	
  

 	 

 	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Brian
 Leftwich

 	
  

 	
 8905
 Magnolia Vale

 	
  

 	
 2,666,020

 
	
  

 	
  

 	
 Granbury
 Texas 76049

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Steven
 Free

 	
  

 	
 3101
 Mustang Dr. #310

 	
  

 	
 2,666,000

 
	
  

 	
  

 	
 Grapevine,
 Texas 76051

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Jack Minter

 	
  

 	
 4320 Windsor
 Parkway

 	
  

 	
 2,666,000

 
	
  

 	
  

 	
 Dallas,
 Texas 75205

 	
  

 	
  

 


-23-






Schedule B


Sellers


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
  

 	
 Shares to be Purchased

 	
  

 
	 

 	
  

 	
  

 	 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Dana Hyde

 	
  

 	
  

 	
 7,414,100

 	
  

 
	
 David Wagner
 & Associates, P.C.

 	
  

 	
  

 	
 250,000

 	
  

 
	
 Edwards
 Investments LLC

 	
  

 	
  

 	
 250,000

 	
  

 
	
 J.D. Kish

 	
  

 	
  

 	
 15,000

 	
  

 
	
 Dennis
 Murphy

 	
  

 	
  

 	
 45,000

 	
  

 
	
 Judith Jones

 	
  

 	
  

 	
 5,000

 	
  

 
	
 Don and
 Linda Ahlgren

 	
  

 	
  

 	
 6,670

 	
  

 
	
 Norman Seck

 	
  

 	
  

 	
 6,670

 	
  

 
	
 Lalah Dee
 Chaney

 	
  

 	
  

 	
 5,580

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total

 	
  

 	
  

 	
 7,998,020

 	
  

 


-24-





Schedule 3.01(c)


Subsidiaries


Rocky Mountain
Distilleries, Inc., a Colorado corporation (100%)


-25-





Schedule 3.01(f)


Options, Warrants, and Convertible and
Exchangeable Securities


None.


-26-





Schedule 3.01(j)


List of Current Non-Affiliate Liabilities


None.


-27-





Schedule 3.01(k)


Insurance Policies


None.


-28-