Exhibit 10.1


STOCK PURCHASE AGREEMENT


This STOCK PURCHASE
AGREEMENT (the “Agreement”), dated as of March 22, 2013 by and among Clearview Medical, LLC, a Louisiana limited liability
company, (“CM” or “Seller”) with a principal place of business at 212 Edgewood Drive, Pineville, Louisiana
71360, Oncologix Tech, Inc.(“OCLG”) a Nevada corporation, with a principal place of business in Grand Rapids, MI, 49518
and a mailing address of PO Box 8832, Grand Rapids, MI 49518-8832 and Dotolo Research Corporation, a Florida corporation (“DRC”
or the “Company”) with an address of 3731 East LaSalle, Phoenix, AZ 85040.


 


W I T N E S S E T H:


WHEREAS, the Seller is the owner of
1,000 shares of common stock, par value $.01 per share, of DRC (the “Shares”) representing all the issued and outstanding
shares of DRC; and


 


WHEREAS, Seller desires
to sell, and OCLG desires to purchase, the Shares on the terms and conditions set forth herein;


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


1.            Purchased
Shares


Subject to the terms
and conditions herein stated, CM hereby agrees to sell, assign, transfer and deliver to OCLG on the Closing Date, and OCLG hereby
agrees to purchase the Shares from Seller on the Closing Date, in exchange for 58,564 shares of a newly created series of preferred
stock (“New Preferred” and the shares of New Preferred to be issued to CM are hereinafter referred to as “New
Preferred Shares”) having the rights preferences and limitations to be set forth in the a certificate of designation attached
hereto as Exhibit 1. The New Preferred Shares shall be issued as soon as possible after the Closing Date, but no later than thirty
(30) days after the closing date. 


2.            Seller Employment.At
the Closing, OCLG shall execute an employment agreement with R. Wayne Erwin in the form attached as Exhibit 2 to this agreement.


3.            Closing
Date


The consummation of
the transactions contemplated by this Agreement (the “Closing”) shall take place on March 22, 2013 (the “Closing
Date”), at the offices of Seller in Pineville, Louisiana.


 






    	 



    	 



    

 


4.            Representations
and Warranties


4.1            By
Seller and DRC. Seller and DRC, jointly and severally, represent and warrant as follows and acknowledge that OCLG is relying
upon such representations and warranties in connection with the purchase by OCLG of the Shares:


	 	(a)	DRC is
a corporation duly incorporated, validly existing and in good standing under the laws of the State of Florida and in each jurisdiction
where its business or its ownership of property requires such qualification except where such failure to qualify would not have
a material adverse effect on the business or property of DRC;
		(b)	The authorized capital stock of DRC consists of 1,000 shares of common stock and 0 shares of preferred
stock; and of such authorized capital, only 1,000 shares of common stock have been duly issued and are outstanding, all of which
are fully paid and non-assessable;



		(c)	No person, corporation or other entity has any agreement, option or warrant, or any right or privilege
(whether by law, pre-emptive or contractual, or whether by means of any exercise, conversion or other right or action) which has
the effect of or is capable of becoming an agreement, option or warrant, for the purchase from DRC of any securities (including
convertible securities) of DRC;



		(d)	The Shares are owned by Seller and DRC as the respective registered and beneficial owner of record,
with good and marketable title thereto, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges,
encumbrances, restrictions and demands whatsoever (other than investment restrictions imposed by federal or state securities laws);



		(e)	No person, corporation or other entity has any agreement, option or warrant, or any right or privilege
(whether by law, pre-emptive or contractual, or whether by means of any exercise, conversion or other right or action) to acquire
any shares of DRC;



		(f)	Neither Seller nor DRC is party to, bound or affected by or subject to any indenture, mortgage,
lease, agreement, instrument, charter or by-law provision, statute, regulation, order, judgment, decree or law which would be violated,
contravened or breached by, or under which any default would occur as a result of, or which would prevent or materially restrict
the consummation of the transactions provided for herein;



		(g)	Seller and DRC have all requisite power and authority to execute, deliver and perform their obligations
under this Agreement; the execution, delivery and performance of this Agreement by Seller has been duly authorized by all necessary
action on the part of Seller and DRC; and this Agreement constitutes the legal, valid and binding obligation of Seller, enforceable
against them in accordance with its terms;



 


B-2


 


 


 



    	 



    	 



    




 


		(h)	None of the reports, notices, statements and other filings made by DRC to federal and state authorities
and as set forth in DRC’s financial statements as of August 31, 2012, contained any untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements contained therein not misleading. Nothing has occurred
since August 31, 2012 with respect to which the Company would be required to file or make any revisions to these Filings. The balance
sheets, statements of income, statements of cash flows, and stockholders’ equity have been prepared in accordance with generally
accepted accounting principles applied on a basis consistent with prior periods (and, in the case of unaudited financial information,
on a basis consistent with year-end audits); and without limitation of the foregoing, DRC has no material liabilities, fixed or
contingent, known or unknown, except to the extent reflected in such financial statements or thereafter incurred in the ordinary
course of business.



		(i)	Within 75 days of the Closing Date, the financial statements required by Item 9.01 of Form 8-K
shall be filed with the SEC. These financial statements shall be prepared pursuant to Regulation S-X and include a manually signed
accountant’s report pursuant to Rule 2-02 of Regulation S-X.



		(j)	Since August 31, 2012, (i) the business of DRC has been operated in the ordinary course, (ii) there
has been no material adverse change in the financial condition, operations or business of DRC from that reflected in the aforesaid
financial statements, and DRC has not incurred any material obligation or liability except in the ordinary course of business,
and, except as set forth on Exhibit 4.1(j) hereof, (iii) there has not been any (A) declaration, setting aside the payment of any
dividend or other distribution with respect to the capital stock of DRC, (B) direct or indirect redemption, purchase or other acquisition
by DRC of any of its capital stock, or (C) increase in the rate of salary or compensation paid or payable by DRC to Seller or any
other officer, director or employee of DRC;



		(k)	DRC is not in material default of any of its obligations (including, but not limited to, all leases
to which DRC is a party or by which DRC is bound, whether for realty or personalty);



		(l)	DRC has, to the date hereof, filed all federal, state and local tax returns and paid or made adequate
reserve on its books for all taxes, assessments and other impositions as and to the extent required by law;



		(m)	DRC is in compliance in all material respects with all laws, statutes, regulations, rules and ordinances
applicable to the conduct of its business, and has in full force and effect all licenses, permits and other authorizations required
for the conduct of its business as presently constituted;






B-3


 


 






    	 



    	 



    

 


 


		(n)	Intentionally left blank.



		(o)	DRC maintains, has in full force and effect, and has paid all premiums in respect of insurance
covering its business and assets against such hazards and in such amounts as are normal and customary for similar businesses of
similar size in the locality;



		(p)	DRC is not a party to or bound by any collective bargaining agreement, employment agreement, consulting
agreement or other commitment for the employment or retention of any person;



		(q)	DRC does not maintain and is not required to make any contributions to any pension, profit-sharing,
retirement, deferred compensation or other such plan or arrangement for the benefit of any employee, former employee or other person;



		(r)	There is no pending or, to Seller’ knowledge, threatened litigation, arbitration, administrative
proceeding or other legal action or proceeding against or relating to DRC’s business, nor is there any basis therefore except
as set forth in 4.1(r);



		(s)	DRC has the valid right to utilize all trade names, trademarks, patents, trade secrets and other
intellectual property utilized in its business, all of which is detailed in Exhibit 4.1 (s), and has not received notice of any
claimed infringement of any such intellectual property with the rights or property of any other person;



		(t)	Neither Seller nor DRC have any knowledge of any fact, event, circumstance or condition that would
materially impair DRC’s ability to continue its normal operations as heretofore conducted (other than general, industry-wide
conditions); and



		(u)	Annexed hereto as Exhibit 4.1(u) are true, complete and correct copies of the Articles of Incorporation
and By Laws of DRC as same are in effect now and which, Seller and DRC hereby covenant, will be in effect at the Closing without
any further amendments (unless agreed to in advance in writing by OCLG).



		(v)	Brokers or Finders. Neither the Seller nor DRC has incurred any obligation or liability,
contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or financial advisory services nor other
similar payment in connection with this Agreement or the transactions contemplated hereby or thereby.



 


		(w)	Disclosure. No representation or warranty by the Seller contained in this Agreement or any
other Transaction Documents to which the Seller is a party, nor any written statement or certificate furnished by the Seller to
the OCLG or its representatives in connection herewith or therewith or pursuant hereto or thereto contains any untrue statement
of a material fact, or omits to state any material fact required to make the statements contained herein or therein not misleading.



 


B-4


 


 






    	 



    	 



    

 


 


		(x)	Books and Records. The books of account and other records of the Company, all of which have
been made available to OCLG, are true and correct. The Seller have provided OCLG with all written records of all meetings held
by, and corporate or limited liability DRC action taken by, the shareholders, the board of directors, committees of the board of
directors or the manager(s) and/or members of the Company. The stock books or equivalent records of the Seller and DRC are true,
complete and correct. As of the date hereof, all of such books and records are in the possession of the Seller and the Company.
True, complete and correct copies of the minute books, stock books or equivalent records of DRC have been provided to OCLG
	 	 	 
	 	(y)	Financial
                                                                                                                             Statements;
                                                                                                                             Undisclosed
                                                                                                                             Liabilities.
	 	 	 
	 	 	Within 75 days of the Closing Date,
the financial statements required by Item 9.01 of Form 8-K shall be filed with the SEC. These financial statements shall be prepared
pursuant to Regulation S-X and include a manually signed accountant’s report pursuant to Rule 2-02 of Regulation S-X. The
Financial Statements were prepared in accordance with GAAP during the period covered thereby, are in accordance with the books
and records of DRC and fairly and accurately present the financial position of DRC on the date of such statements and the results
of the operations of DRC for the period covered thereby. DRC does not have any known liabilities (absolute, accrued, contingent
or otherwise), except liabilities (i) reflected in the Financial Statements, (ii) incurred since the date of the Financial Statements,
in the ordinary course of business consistent with past practice, which are of the same general nature and amount as those set
forth on the face of the Financial Statements, other than any liabilities resulting from, arising out of, relating to, in the nature
of, or caused by any breach of contract, breach of warranty, tort, infringement or violation of law, in each case as otherwise
disclosed herein, or incurred in connection with this Agreement.






 


(z)          Accounts Receivable.
All accounts receivable of DRC that are reflected on the Financial Statements or on the accounts receivable ledger of the DRC as
of the date hereof (collectively, the “Accounts Receivable”) represent valid obligations arising from sales actually
made in the ordinary course of business.


 


(aa)          Title to Properties; Encumbrances.
DRC has good and merchantable title to all of the assets which they purport to own, whether reflected on the Financial Statements
or acquired subsequent to March 22, 2013, free and clear of all encumbrances and (ii) the DRC has the right to use all properties
and assets used by it which it does not purport to own, free and clear of all encumbrances. All real property, machinery, equipment,
fixtures, vehicles and other properties, tangible or intangible, which are owned, leased, licensed or used by the DRC are in good
operating condition and repair, ordinary wear and tear accepted.


 


B-5


 


 






    	 



    	 



    

 


 


(bb)          Condition and Sufficiency
of Assets. The assets owned or used by the DRC, including, without limitation, all inventories, are adequate for the uses to
which they are being put and sufficient for the continued conduct of its business after the date hereof in substantially the same
manner as conducted prior to the date hereof.


 


(cc)          Absence of Certain Changes
and Events. Since August 31, 2012, there has been (i) no material adverse change in the condition (financial or otherwise)
of DRC or in the business, operations, financial condition, assets, liabilities, prospects or contractual rights of the Company,
(ii) no declaration, setting aside or payment of any dividend or other distribution with respect to, or any direct or indirect
redemption or acquisition of, any of the capital stock of the DRC(iii) no material waiver of any valuable right of the DRC or cancellation
of any debt or claim held by the Company, (iv) no loan by DRC to any officer, director, employee or shareholder of the Company,
or any agreement or commitment therefor, (v) other than in the ordinary course of business, no material increase, direct or indirect,
in the compensation paid or payable to any officer, director, employee or agent of the Company, (vi) no material loss, destruction
or damage to any property of the DRC whether or not insured, (vii) no material change in the personnel of the DRC or the terms
and conditions of their employment, (viii) no acquisition or disposition of any assets (or any contract or arrangement therefor),
nor any other transaction by the DRC otherwise than for fair value in the ordinary course of business consistent with past practice,
(ix) no material change in election, annual accounting period or accounting period, no amendment to any tax return, no settlement
of any tax claim or assessment, no surrender of any right to claim a refund, no consent to any extension or waiver of the limitation
period applicable to any Tax claim or assessment and (x) no contract, agreement, commitment, expenditure or hiring of new employees
or consultants involving a potential commitment in excess of $5,000 or which is otherwise material and not entered into in the
ordinary course of business consistent with past practice.


 


(dd)          Contracts


 


(i)          Exhibit 4.1(dd) contains
a list of all contracts which: (i) involve the Company; (ii) involve monetary commitments by any party in excess of $5,000 and
(iii) cannot be canceled without penalty on thirty (30) days notice or less. Seller has provided true and correct copies of all
such contracts to OCLG, or, if applicable, summaries of any oral contracts.


 


(ii)          All the contracts listed in
Exhibit 4.1(dd) are valid and binding obligations of Seller or the Company, and, to Seller’s knowledge, of the other
party or parties thereto, enforceable against Seller or the Company, and, to Seller’s knowledge, of the other party or parties
thereto, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditor’s rights in general, or by general principles of equity.


 


B-6


 


 






    	 



    	 



    

 


 


(iii)          There has been no uncured
material breach or default in any provision of any of such contracts listed in Exhibit 4.1(dd) by the Seller or the DRC
or, to the Seller’s knowledge, any other party or parties thereto, and nothing has occurred which the lapse of time or giving
of notice or both would constitute an uncured material breach or default by the Seller or the DRC or, to the Seller’s knowledge,
any other party or parties thereto.


 


(ee)          Insurance. Exhibit
4.1(ee) lists all the insurance policies of the Company, which policies are now in full force and effect in accordance with
their terms and expire on the dates shown on Exhibit 4.1(ee). There has been no default in the payment of premiums on any
of such policies and, to the Seller’ knowledge, there is no ground for cancellation or avoidance of any such policies or
any increase in the premiums thereof, or for reduction of the coverage provided thereby. True, correct and complete copies of all
insurance policies listed in Exhibit 4.1(ee) will be furnished to the Buyer.


(ff)          Environmental
Matters. No event has occurred or condition exists or operating practice is being employed that under current law DRC is aware
of that could give rise to liability on the part of the Company, either at the present time or in the future, for any losses, liabilities,
damages (whether consequential or otherwise), settlements, penalties, interest and expenses (including any such liability on account
of the right of any governmental or private entity or person, and including closure expenses, costs of assessment, containment,
or removal), arising under any presently enacted federal, state, or local statute, or any regulation that has been promulgated
pursuant thereto, or common law, as a result of or in connection with, or alleged to be as a result of or in connection with, the
presence, handling, storage, use, transportation, disposal, treatment, discharge and/or release of any Substances in or near or
from facilities used by the Company. As used in this Section (ff) the term “Substances” shall mean any pollutant,
hazardous substance, hazardous material, hazardous waste or toxic waste, as defined in any presently enacted federal, state or
local statute or any regulation that has been promulgated pursuant thereto.


 


(gg)          Employee
Benefits. Except as set forth on Exhibit 4.1(gg), DRC does not, directly or through any trade or business which together
with Seller would be treated as a “single employer” within the meaning of Code Section 414(b), (c), (m) or (o) (“Controlled
Group Member”), maintain or contribute (or have an obligation to contribute) to (i) any “employee benefit plan”
(as defined in Section 3(3) of ERISA, whether a single employer, a multiple employer or a multiemployer plan, for the benefit of
employees or former employees, or (ii) any other plan, policy, program, practice or arrangement providing compensation or benefits
under which Seller or a Controlled Group Member has any obligation or liability to any employee or former employee (or any dependent
or other beneficiary thereof) including, without limitation, incentive, bonus, deferred compensation, vacation, holiday, medical,
severance, disability, death, stock purchase or other similar benefit, whether written or unwritten (individually, an “Employee
Benefit Plan” and collectively, the “Employee Benefit Plans”). True and complete copies of all written Employee
Benefit Plans have been delivered to OCLG.


 


B-7


 


 






    	 



    	 



    

 


 


(ii)           Each
Employee Benefit Plan maintained by DRC or any Controlled Group Member (and each related trust, custodial account or insurance
contract) complies in form and in operation with all applicable governmental requirements, including ERISA and the Code, except
where failure to comply would not have a material adverse effect, and all contributions due under each such plan have been or will
be made by the date such contribution is or was required to be made under the terms of the Plan or applicable law.


 


(iii)           No
charge, complaint, action, claim or demand with respect to the administration or investment of the assets of any Employee Benefit
Plan of DRC or any Controlled Group Member (other than routine claims for benefits) is pending or, to Seller’ knowledge,
threatened, and to the knowledge of Seller, no facts exist that could form the basis for any such charge, complaint, action, suit,
proceeding, hearing, investigation, claim or demand.


 


(iv)           DRC
and its Controlled Group Members (A) have never contributed to, or been under any obligation to contribute to, any multiemployer
plan (as defined in Section 3(37) of ERISA) and (B) are not liable, directly or indirectly, with respect to any such plan for a
complete or partial withdrawal (within the meaning of Title IV of ERISA) or due to the termination or reorganization of such a
plan. Seller and its Controlled Group Members have never maintained or contributed, or had an obligation to contribute, to a defined
benefit plan subject to Title IV of ERISA.





 


(hh)          Suppliers;
Customers.


 


Exhibit 4.1(hh) sets forth for
the twelve months ended August 31, 2012, (i) the names of the ten largest suppliers of DRC based on the aggregate value of merchandise
ordered by the DRC from such suppliers during such period and (ii) the amount for which each such supplier invoiced the DRC during
such period. No such supplier has ceased doing business with the Company. To Seller’ knowledge all such suppliers will sell
merchandise to DRC after Closing. Exhibit 4.1(hh) sets forth (i) a true, complete and correct listing of the ten largest
customers of DRC based upon the amount for which each such customer was invoiced during the twelve months ended August 31, 2012,
and (ii) a listing of such amounts. No such customer of the DRC has ceased doing business with DRC. To Seller’ knowledge,
all such customers will continue doing business with the DRC after Closing.


 


B-8


 


 






    	 



    	 



    

 


(ii)          Inventories.


 


All inventories of DRC are of good,
usable and merchantable quality and do not include obsolete or discontinued items. There are adequate reserves to cover any potential
obsolete inventory. All such inventories are of such quality as to meet the quality control standards of DRC and any applicable
governmental quality control standards, all such finished goods are saleable as current inventories at the current prices of DRC
in the ordinary course of business, all such inventories are recorded on the books at the lower of cost or market value determined
in accordance with GAAP.


 


(jj)          Product Warranties; Customer
Disputes. The Seller has provided OCLG with a copy of the Company’s standard terms of sale. Since January 1, 2013 there
have been no changes to DRC’s standard product warranties or any claims or complaints for defective products outside the
normal course of business.


4.2          By OCLG.
OCLG represents and warrants to Seller and DRC as follows and acknowledges that Seller and DRC are relying upon such representations
and warranties in connection with the sale by Seller of the Shares:


		(a)	OCLG is a company validly existing and in good standing under the laws of the State of Nevada and
in each jurisdiction where its business or its ownership of property requires such qualification except where such failure to qualify
would not have a material adverse effect on the business or property of OCLG;



		(b)	OCLG has all requisite power and authority to execute, deliver and perform its obligations under
this Agreement; the execution, delivery and performance of this Agreement by OCLG has been duly authorized by all necessary action
on the part of OCLG; and this Agreement constitutes the legal, valid and binding obligation of OCLG, enforceable against OCLG in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy or insolvency statutes or by a court
acting as a court of equity;



		(c)	OCLG is not a party to, bound or affected by or subject to any indenture, mortgage, lease, agreement,
instrument or charter provision, statute, regulation, order, judgment, decree or law which would be violated, contravened or breached
by, or under which any default would occur as a result of, the consummation of the transactions provided for herein; and



		(d)	OCLG is purchasing the Shares for its own account for investment purposes.



		(e)	As of March 22, 2013, the authorized capital stock of OCLG consists of 200,000,000 shares of common
stock and 10,000,000 shares of preferred stock; and of such authorized capital, only 61,587,422 shares of common stock and 129,162
shares of Series A Preferred Stock all of which have been duly issued and are validly outstanding fully paid and non-assessable;



B-9


 


 






    	 



    	 



    

 


 


		(f)	No person, corporation or other entity has any agreement, option or warrant, or any right or privilege
(whether by law, pre-emptive or contractual, or whether by means of any exercise, conversion or other right or action) which has
the effect of or is capable of becoming an agreement, option or warrant, for the purchase from OCLG of any securities (including
convertible securities) of OCLG which has not been disclosed in the footnotes to the financial statements included in OCLG’s
Form 10-Q for the period ending November 30, 2012 (the “10-Q”);



		(g)	The New Preferred Shares will, upon issuance, be duly issued and outstanding fully paid and non-assessable
shares of New Preferred;



		(h)	Except as disclosed in the 10-Q, no person, corporation or other entity has any agreement, option
or warrant, or any right or privilege (whether by law, pre-emptive or contractual, or whether by means of any exercise, conversion
or other right or action) which with the giving of notice or lapse of time could become an agreement, option or warrant, for the
purchase of any of the Shares;



		(i)	None of the reports, notices, statements and other filings made by OCLG to federal and state authorities
and as set forth in OCLG’S financial statements as of November 30, 2012, as included in the 10-Q or the financial statements
included OCLG’s Annual Report on Form 10-K for the year ended August 31, 2012 (the 10-K), contained any untrue statement
of a material fact or omitted to state a material fact necessary in order to make the statements contained therein not misleading.
Nothing has occurred since November 30, 2012 with respect to which the Company would be required to file or make any revisions
to the 10-Q. The balance sheets and statements of income, changes in financial position and stockholders’ equity contained
in any of the 10-Q and 10-K have been prepared in accordance with generally accepted accounting principles applied on a basis consistent
with prior periods (and, in the case of unaudited financial information, on a basis consistent with year-end audits); and without
limitation of the foregoing, OCLG has no material liabilities, fixed or contingent, known or unknown, except to the extent reflected
in such financial statements or thereafter incurred in the ordinary course of business.



		(j)	Since November 30, 2012, (i) the business of OCLG has been operated in the ordinary course, (ii)
there has been no material adverse change in the financial condition, operations or business of OCLG from that reflected in the
aforesaid financial statements, and OCLG has not incurred any material obligation or liability except in the ordinary course of
business, and, except as set forth on Exhibit 4.2(j) hereof, (iii) there has not been any (A) declaration, setting aside the payment
of any dividend or other distribution with respect to the capital stock of OCLG, (B) direct or indirect redemption, purchase or
other acquisition by OCLG of any of its capital stock, or (C) increase in the rate of salary or compensation paid or payable by
OCLG to Seller or any other officer, director or employee of OCLG;



B-10


 


 






    	 



    	 



    

 


 


		(k)	OCLG is not in material default of any of its obligations (including, but not limited to, all leases
to which OCLG is a party or by which OCLG is bound, whether for realty or personalty);



		(l)	OCLG has, to the date hereof, filed all federal, state and local tax returns and paid or made adequate
reserve on its books for all taxes, assessments and other impositions as and to the extent required by law;



		(m)	OCLG is in compliance in all material respects with all laws, statutes, regulations, rules and
ordinances applicable to the conduct of its business, and has in full force and effect all licenses, permits and other authorizations
required for the conduct of its business as presently constituted;



		(n)	OCLG maintains, has in full force and effect, and has paid all premiums in respect of insurance
covering its business and assets against such hazards and in such amounts as are normal and customary for similar businesses of
similar size in the locality;



		(o)	OCLG is not a party to or bound by any collective bargaining agreement, employment agreement, consulting
agreement or other commitment for the employment or retention of any with the exception of an Employment Agreement with the OCLG
Chief Financial Officer as defined in Exhibit 4.2(o).



		(p)	OCLG does not maintain and is not required to make any contributions to any pension, profit-sharing,
retirement, deferred compensation or other such plan or arrangement for the benefit of any employee, former employee or other person



		(q)	There is no pending or, to OCLG’S knowledge, threatened litigation, arbitration, administrative
proceeding or other legal action or proceeding against or relating to OCLG or its business;



		(r)	OCLG has the valid right to utilize all trade names, trademarks, patents, trade secrets and other
intellectual property utilized in its business, all of which is detailed in the 10-Q, and has not received notice of any claimed
infringement of any such intellectual property with the rights or property of any other person;



B-11


 


 






    	 



    	 



    

 


 


		(t)	OCLG has no knowledge of any fact, event, circumstance or condition that would materially impair
OCLG’S ability to continue its normal operations as heretofore conducted (other than general, industry-wide conditions);



		(u)	Annexed hereto as Exhibit 4.2(u) are true, complete and correct copies of the Articles of Incorporation
and By Laws of OCLG as same are in effect now and which, Seller and OCLG hereby covenant, will be in effect at the Closing without
any further amendments (unless agreed to in advance in writing by OCLG).



		(v)	Brokers or Finders. OCLG has not incurred any obligation or liability, contingent or otherwise,
for brokerage or finders’ fees or agents’ commissions or financial advisory services or other similar payment in connection
with this Agreement or the transactions contemplated hereby or thereby.



 


		(w)	Disclosure. No representation or warranty by the OCLG contained in this Agreement or any
other Transaction Documents to which the OCLG is a party, nor any written statement or certificate furnished by the OCLG to the
Seller or its representatives in connection herewith or therewith or pursuant hereto or thereto contains any untrue statement of
a material fact, or omits to state any material fact required to make the statements contained herein or therein not misleading.



 


		(x)	Books and Records. The books of account and other records of OCLG, all of which have been
made available to Seller are true and correct. OCLG has provided Seller with all written records of all meetings held by and corporate
or limited liability OCLG action taken by, the shareholders, the board of directors, committees of the board of directors or the
manager(s) and/or members of the Company. The stock books or equivalent records of OCLG are true, complete and correct. As of the
date hereof, all of such books and records are in the possession of the Seller. True, complete and correct copies of the minute
books, stock books or equivalent records of OCLG have been provided to Seller;



 


 


(y)          Title
to Properties; Encumbrances. OCLG has good and merchantable title to all of the assets which they purport to own, whether reflected
in the 10-Q or acquired subsequent to November 30, 2012, free and clear of all encumbrances and (ii) OCLG has the right to use
all properties and assets used by it which it does not purport to own, free and clear of all encumbrances. All real property, machinery,
equipment, fixtures, vehicles and other properties, tangible or intangible, which are owned, leased, licensed or used by OCLG are
in good operating condition and repair, ordinary wear and tear.


 


B-12


 


 






    	 



    	 



    

 


 


(z)          Condition and Sufficiency
of Assets. The assets owned or used by the OCLG, including, without limitation, all inventories, are adequate for the uses
to which they are being put and sufficient for the continued conduct of its business after the date hereof in substantially the
same manner as conducted prior to the date hereof.


 


(aa)          Absence of Certain Changes
and Events. Since November 30, 2012, there has been (i) no material adverse change in the condition (financial or otherwise)
of OCLG or in the business, operations, financial condition, assets, liabilities, prospects or contractual rights of OCLG, (ii)
no declaration, setting aside or payment of any dividend or other distribution with respect to, or any direct or indirect redemption
or acquisition of, any of the capital stock of the OCLG (except for the dividends in the purview of Section 8 hereof), (iii) no
material waiver of any valuable right of the OCLG or cancellation of any debt or claim held by the Company, (iv) no loan by OCLG
to any officer, director, employee or shareholder of the Company, or any agreement or commitment therefor, (v) other than in the
ordinary course of business, no material increase, direct or indirect, in the compensation paid or payable to any officer, director,
employee or agent of the Company, (vi) no material loss, destruction or damage to any property of the OCLG whether or not insured,
(vii) no material change in the personnel of the OCLG or the terms and conditions of their employment, (viii) no acquisition or
disposition of any assets (or any contract or arrangement therefor), nor any other transaction by the OCLG otherwise than for fair
value in the ordinary course of business consistent with past practice, (ix) no material change in election, annual accounting
period or accounting period, no amendment to any tax return, no settlement of any tax claim or assessment, no surrender of any
right to claim a refund, no consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment
and (x) no contract, agreement, commitment, expenditure or hiring of new employees or consultants involving a potential commitment
in excess of $5,000 or which is otherwise material and not entered into in the ordinary course of business consistent with past
practice.


 


(bb)          Contracts


Exhibit 4.2(bb) contains a list
of all contracts which: (i) involve the Company; (ii) involve monetary commitments by any party in excess of $5,000 and (iii) cannot
be canceled without penalty on thirty (30) days notice or less. OCLG has provided true and correct copies of all such contracts
to Seller, or, if applicable, summaries of any oral contracts.


 


(ii)          All the contracts listed in
Exhibit 4.2(bb) are valid and binding obligations of OCLG, and, to OCLG’s knowledge, of the other party or parties
thereto, enforceable against OCLG, and, to OCLG’s knowledge, of the other party or parties thereto, except as enforcement
thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditor’s
rights in general, or by general principles of equity.


  


B-13


 


 






    	 



    	 



    

 


 


(iii)          There has been no uncured
material breach or default in any provision of any of such contracts listed in Exhibit 4.2(bb) by OCLG or, to OCLG’s
knowledge, any other party or parties thereto, and nothing has occurred which the lapse of time or giving of notice or both would
constitute an uncured material breach or default by OCLG or, to OCLG’s knowledge, any other party or parties thereto.


 


(cc)          Insurance. Exhibit
4.2(cc) lists all the insurance policies of OCLG, which policies are now in full force and effect in accordance with their
terms and expire on the dates shown on Exhibit 4.2(cc), together with such information for the period from December 1, 2012
to the present with respect to any claims thereunder. There has been no default in the payment of premiums on any of such policies
and, to OGLC’s knowledge, there is no ground for cancellation or avoidance of any such policies or any increase in the premiums
thereof, or for reduction of the coverage provided thereby. True, correct and complete copies of all insurance policies listed
in Exhibit 4.2 (cc) will be furnished to the Seller.


(dd)          Environmental
Matters. No event has occurred or condition exists or operating practice is being employed that under current law OCLG is aware
of that could give rise to liability on the part of OCLG, either at the present time or in the future, for any losses, liabilities,
damages (whether consequential or otherwise), settlements, penalties, interest and expenses (including any such liability on account
of the right of any governmental or private entity or person, and including closure expenses, costs of assessment, containment,
or removal), arising under any presently enacted federal, state, or local statute, or any regulation that has been promulgated
pursuant thereto, or common law, as a result of or in connection with, or alleged to be as a result of or in connection with, the
presence, handling, storage, use, transportation, disposal, treatment, discharge and/or release of any Substances in or near or
from facilities used by the Company. As used in this Section (dd) the term “Substances” shall mean any pollutant,
hazardous substance, hazardous material, hazardous waste or toxic waste, as defined in any presently enacted federal, state or
local statute or any regulation that has been promulgated pursuant thereto.


 


(ee)Employee
Benefits.


(i)           OCLG
does not, directly or through any trade or business which together with Seller would be treated as a “single employer”
within the meaning of Code Section 414(b), (c), (m) or (o) (“Controlled Group Member”), maintain or contribute (or
have an obligation to contribute) to (i) any “employee benefit plan” (as defined in Section 3(3) of ERISA, whether
a single employer, a multiple employer or a multiemployer plan, for the benefit of employees or former employees, or (ii) any
other plan, policy, program, practice or arrangement providing compensation or benefits under which Seller or a Controlled Group
Member has any obligation or liability to any employee or former employee (or any dependent or other beneficiary thereof) including,
without limitation, incentive, bonus, deferred compensation, vacation, holiday, medical, severance, disability, death, stock purchase
or other similar benefit, whether written or unwritten (individually, an “Employee Benefit Plan” and collectively,
the “Employee Benefit Plans”). True and complete copies of all written Employee Benefit Plans have been delivered
to Seller.


B-14


 









    	 



    	 



    




(ii)           Each
Employee Benefit Plan maintained by OCLG or any Controlled Group Member (and each related trust, custodial account or insurance
contract) complies in form and in operation with all applicable governmental requirements, including ERISA and the Code, except
where failure to comply would not have a material adverse effect, and all contributions due under each such plan have been or will
be made by the date such contribution is or was required to be made under the terms of the Plan or applicable law.





(iii)           No
charge, complaint, action, claim or demand with respect to the administration or investment of the assets of any Employee Benefit
Plan of OCLG or any Controlled Group Member (other than routine claims for benefits) is pending or, to Seller’ knowledge,
threatened, and to the knowledge of Seller, no facts exist that could form the basis for any such charge, complaint, action, suit,
proceeding, hearing, investigation, claim or demand.





(iv)           OCLG
and its Controlled Group Members (A) have never contributed to, or been under any obligation to contribute to, any multiemployer
plan (as defined in Section 3(37) of ERISA) and (B) are not liable, directly or indirectly, with respect to any such plan for a
complete or partial withdrawal (within the meaning of Title IV of ERISA) or due to the termination or reorganization of such a
plan. Seller and its Controlled Group Members have never maintained or contributed, or had an obligation to contribute, to a defined
benefit plan subject to Title IV of ERISA.


 





(ff)          Suppliers;
Customers.


 


For the twelve months ended August
31, 2012, OCLG has had no suppliers or customers.


 


(gg)          Inventories.


 


OCLG maintains no inventories.


 


		(hh)	Product Warranties; Customer Disputes. The OCLG has provided Seller with a copy of the Company’s
standard terms of sale. Since August 31, 2012 there have been no changes to OCLG’s standard product warranties or any claims
or complaints for defective products.



		(ii)	OCLG is not and has never been a “Shell company” as that term is defined in Rule 405
under the Securities Act of 1933, as amended and any published interpretations of such term by the Securities and Exchange Commission
(“SEC”).



		(jj)	The periodic and current reports filed with the SEC by OCLG pursuant to the SEC under the Securities
Exchange Act of 1934, as amended, were true accurate and complete when filed and do not fail to state any fact necessary in order
to make the statements therein not misleading.





 


B-15


 






    	 



    	 



    

 


5.          Survival
of Representations and Warranties


5.1          Seller.
The representations and warranties of Seller contained in this Agreement, or any agreement, certificate or other document delivered
or given pursuant to this Agreement, shall survive the consummation of the transactions contemplated by this Agreement and, notwithstanding
such completion or any investigation made by or on behalf of OCLG, shall continue in full force and effect for the benefit of OCLG
and any claim in respect thereof shall be made in writing:


		(a)	with respect to representations and warranties of Seller, relating to matters other than tax matters,
for a period of 18 months after the Closing Date; and



		(b)	with respect to representations and warranties of Seller, relating to tax liability or other tax
matters, within the period commencing on the Closing Date and expiring on the date on which the last applicable limitation period
(without giving effect to any voluntary extension(s) hereafter granted by or on behalf of DRC) under any applicable taxation legislation
expires with respect to any fiscal year of DRC which is relevant in determining any relevant tax liability of DRC.



5.2          OCLG.
The representations and warranties of OCLG contained in this Agreement, or any agreement, certificate or other document delivered
or given pursuant to this Agreement, shall survive the completion of the transactions contemplated by this Agreement and, notwithstanding
such completion or any investigation made by or on behalf of Seller, shall continue in full force and effect for the benefit of
Seller and any claim in respect thereof shall be made in writing for a period of 18 months after the Closing Date.


5.3          General.
The provision of this Section 5 respecting the expiration of claims periods is expressly subject to Section 10.3 hereof.


6.          [INTENTIONALLY
LEFT BLANK] 


7.          Additional
Agreements


Each of Seller
and OCLG shall take or cause to be taken all necessary or desirable actions, steps and corporate proceedings to approve or authorize
the transactions contemplated by this Agreement and the execution and delivery of this Agreement and other agreements, understandings
and documents contemplated hereby, and shall cause all necessary meetings of directors and stockholders to be held for such purpose.


B-16


 


 



    	 



    	 



    




8.                 
Deliveries and Conditions Precedent to Closing 


8.1             
Conditions Precedent to the Obligation of OCLG. The obligation of OCLG to complete the transactions contemplated
herein is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions (each
of which is acknowledged to be for the exclusive benefit of OCLG and may be waived by it in whole or in part):


(a)               
Completion of due diligence review to its reasonable satisfaction by March 22, 2013;


(b)              
The representations and warranties of Seller contained herein shall be true and correct as at the Closing Date to the best
of their knowledge;


(c)               
Seller shall have performed all of their obligations under this Agreement to be performed by them on or prior to the Closing
Date and Seller shall not be in breach of any agreement on their part contained in this Agreement;


(d)              
All documents relating to the due authorization and completion of the transactions contemplated hereby and all actions and
proceedings taken on or prior to the Closing Date in connection with the performance by Seller of their obligations under this
Agreement shall be satisfactory to OCLG and its counsel and OCLG shall have received copies of all such documents or other evidence
as it may reasonably request in form and substance satisfactory to OCLG and its counsel and its counsel;


 


(e)
           
Receipt of necessary approvals by the state or local authorities, as needed; 


(f)               Review
of the DRC internal GAAP financial statements for the year ended August 31, 2011 and at August 31, 2012 in a manner and with results
reasonably satisfactory to OCLG.


8.2             
Conditions Precedent to Obligations to Seller. The obligation of Seller to complete the transactions contemplated
hereunder is subject to the satisfaction of, or compliance with, on or before the Closing Date, each of the following conditions
(each of which is acknowledged to be for the exclusive benefit of Seller and may be waived by them in whole or in part):


(a)               
the representations and warranties of OCLG contained herein shall be true and correct as at the Closing Date;


(b)              
OCLG shall have performed all its obligations under this Agreement to be performed by it on or prior to the Closing Date
and OCLG shall not be in breach of any agreement on its part contained in this Agreement;


 


B-17


 






    	 



    	 



    





(c)               
all documents relating to the due authorization and completion of the transactions contemplated hereby and all actions
and proceedings taken on or prior to the Closing Date in connection with the performance by OCLG of its obligations under this
Agreement shall be satisfactory to Seller and their counsel and Seller shall have received copies of all such documents or other
evidence as they may reasonably request in form and substance satisfactory to Seller and their counsel;


 


If any of the conditions contained
in Section 8.2 hereof shall not be fulfilled or performed on or before the Closing Date to the reasonable satisfaction of Seller,
Seller may, by written notice to OCLG, terminate all their obligations hereunder.


8.3             
Conditions to the Seller and DRC’s Obligations. At closing, Seller shall receive from OCLG a certificate to
the effect that:


(a)               
the accuracy in all material respects (except for those representations and warranties that are qualified by materiality
or a material adverse effect qualifier, which shall be true and correct in all respects) when made and on the Closing Date (except
for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date)
of the representations and warranties of each OCLG contained herein;


(b)               
all obligations, covenants and agreements of OCLG required to be performed at or prior to the Closing Date shall have been
performed;


(c)               
no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before
any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages in
respect of, this Agreement or the consummation of the transactions contemplated by this Agreement;


(d)            within 75 days
of the closing date, OCLG shall have transferred ownership of its subsidiary Oncologix Corporation in partial settlement of an
outstanding debtednesss of Oncologix Tech, Inc. in accordance with the requirements of the Nevada Law.


8.4             
Conditions to OCLG’s Obligations. At Closing, OCLG shall receive a certificate of the Seller and DRC to the
effect that:


(a)               
the accuracy in all material respects (except for those representations and warranties that are qualified by materiality
or a material adverse effect qualifier, which shall be true and correct in all respects) when made and on the Closing Date (except
for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date)
of the representations and warranties of the Seller and DRC contained herein;


(b)              
all obligations, covenants and agreements of the Seller and DRC required to be performed at or prior to the Closing Date
shall have been performed;


B-18


 






    	 



    	 



    

 


(c)               
the Seller and DRC shall obtain with the cooperation of OCLG any and all Required Consents as hereinafter defined, if any,
and shall have provided OCLG with true and correct copies thereof;


(d)              
no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before
any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages in
respect of, this Agreement or the consummation of the transactions contemplated by this Agreement;


(e)               
nothing shall have occurred or been discovered prior to the Closing Date that would reasonably be expected, either individually
or collectively, to have a materially adverse effect on the business, operations, financial condition, prospects or assets of the
Seller and DRC or their Affiliates Subsidiaries (a “Material Adverse Effect”);


 


9.                 
Deliveries at Closing:


 


9.1             
Deliveries by OCLG: At the Closing, or as described below, OCLG shall deliver to Seller and DRC:


(a)               
Certificates for the New Preferred Shares as soon as possible after the Closing but no later than 30 days after the Closing;


(b)              
Minutes of its Board of Directors approving the execution and delivery of this Agreement and each of the documents and instruments
contemplated hereby and the election of R. Wayne Erwin as Director and CEO together with the resignation of one of its’ present
directors and all of its CEO;


 


(c)          A
certificate of compliance with representations warranties and covenants executed by its CEO;


		(a)	The Employment Agreement; and



		(b)	Such other documents and instruments as Seller or its counsel may reasonably request.



 


		9.2	Deliveries by Seller and DRC: At the Closing Seller and DRC shall deliver to OCLG:



 

(a)         Certificates for the DRC Shares;









 


(b)
      Minutes of their governing bodies approving the execution and delivery of this Agreement and
each of the documents and instruments contemplated hereby;


 


B-19


 






    	 



    	 



    



 


(c)               A certificate of compliance
with representations warranties and covenants executed by their CEO or managing member;


 


(d )               Evidence of the investment
by a third party for the benefit of DRC of no less than $50,000;


 


(e )                An undertaking by counsel
to issue a 10b-5 opinion to the Board of directors of OCLG with respect to the Form 8-K and any amendment thereto that discloses
this Agreement and the transactions contemplated thereby; and


 


(f)               Such other documents and instruments as Seller or its counsel may reasonably request.








10.          Termination


This Agreement may
not be terminated at any time prior to the Closing Date referred to in Section 3 hereof by OCLG, Seller or DRC except by their
mutual consent or except in the case on a substantial and non-curable breach by the non-terminating party.


11.          Indemnification


11.1Each party
hereto agrees to indemnify and hold harmless the other party from and in respect of any cost, claim, loss, damage, liability or
expense which such other party may suffer or incur, whether at law or in equity, arising out, resulting from or in connection with
the inaccuracy of any representation or warranty contained herein, for the time periods provided in Section 5.1 hereof.


11.2               No claim for
indemnification will arise until written notice thereof is given to the party from whom indemnification is sought or claimed (the
“Indemnitor”). Such notice shall be sent within a reasonable time following the determination by the party seeking
indemnification (the "Indemnitee") that a claim for indemnity may exist. In the event that any legal proceedings
shall be instituted or any claim or demand is asserted by any third person in respect of which either party may seek any indemnification
from the other party, the Indemnitee shall give or cause to be given to the Indemnitor written notice thereof and the Indemnitor
shall have the right, at its option and expense, to be present at the defense of such proceedings, claim or demand, but not to
control the defense, negotiation or settlement thereof, which control shall at all times remain with the Indemnitee, unless the
Indemnitor irrevocably acknowledges full and complete responsibility for indemnification of the Indemnitee in respect of the subject
claim, in which case the Indemnitor may assume such control through counsel of its choice; provided, however, that
no settlement shall be entered into without the Indemnitee's prior written consent (which shall not be unreasonably withheld).
The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such third
party legal proceeding, claim or demand.


B-20


 






    	 



    	 



    

 


11.3               Notwithstanding
anything in this Agreement to the contrary, the indemnity provided for in this Section 11 shall apply to any loss, claim, cost,
damage, expense or liability, whether or not the actual amount thereof shall have been ascertained prior to the final day upon
which a claim for indemnity with respect thereto may be made hereunder in accordance with Section 5 hereof, so long as written
notice thereof shall have been given to the party from whom indemnification is sought prior to said date, setting forth specifically
and in reasonable detail, so far as is known, the matter as to which indemnification is being sought, but nothing herein shall
be construed to require payment of any claim for indemnity until the actual amount payable shall have been finally ascertained. 


12.               Notices


Notices required
or permitted to be given under this Agreement shall be in writing and shall be deemed to be sufficiently given when sent by certified
or registered mail or by overnight courier or by hand, addressed to the addresses set forth on the first page of this Agreement
or to such other address furnished by notice given in accordance with this Section 11.


13.               Governing Law


This Agreement shall
be governed by and construed in accordance with the laws of the State of Arizona. In the event there is any dispute between the
parties as to their rights and obligations under this Agreement, the parties submit to the jurisdiction of any state or federal
court sitting in Maricopa County, Arizona and waive any defense of inconvenient forum to the maintenance of any action so brought.


14.               Entire
Agreement


This Agreement constitutes
the entire agreement between the parties relating to the subject matter hereof. There are no verbal statements, representations,
warranties, undertakings or agreements between the parties. This agreement may be amended only by an instrument in writing signed
by both parties.


15.               Time
of the Essence


Time shall be of the
essence of this Agreement.


16.               Assignment


Neither this Agreement
nor any rights or obligations hereunder may be assigned by either party without the prior written consent of the other party, which
consent may be withheld in either party's sole and absolute discretion, except that OCLG may assign its rights hereunder to an
entity that is substantially owned by OCLG without Seller’ consent.


17.               Binding
Effect


This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement
may be executed in counterparts.


B-21


 




    	 



    	 



    

 


IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


	 	Oncologix, Tech Inc.
	 	 
	 	By:
	 	Barry Griffith, CEO
	 	 
	 	 
	 	Clearview Medical, LLC
	 	 
	 	By:
	 	R. Wayne Erwin
	 	Chief Executive Officer
	 	 
	 	 
	 	Dototo Research Corporation
	 	 
	 	By:
	 	R. Wayne Erwin, 
	 	Chief Executive Officer
	 	 
	 	 






B-22