EPOD Solar Inc.: Exhibit 10.1 - Prepared by TNT Filings Inc.










Exhibit 10.1

STOCK PURCHASE AGREEMENT 

This STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of
this 31st day of January, 2010, by and among Nanotech Industries Inc., a
corporation organized under the laws of the state of Delaware, (“Nanotech”),
Joseph Kristul (“Kristul”), in his own capacity and on behalf of all of the
holders of capital stock of Nanotech, (individually the “Seller” and
collectively the “Sellers”), and EPOD Solar Inc., a Nevada publicly traded
corporation (“EPOD” or the “Buyer”) (each party to this Agreement individually
referred to as the “Party” and collectively referred to as the “Parties”).

W I T N E S S E T H : 

WHEREAS, Nanotech and EPOD previously entered into a
letter of Intent dated December 21, 2009 (“LOI”) for a material transaction
(”Transaction”) between the Parties, the steps of which are to be determined by
the Parties; 

WHEREAS, the Parties have agreed that the Transaction
shall consist of the purchase by EPOD of all of the shares outstanding of
Nanotech in exchange for shares of EPOD;

WHEREAS, Buyer wishes to purchase or acquire all of the
issued and outstanding shares of capital stock of Nanotech, from their
respective holders (“Nanotech Shareholders”) as set forth in Schedule
A , all for the consideration and upon the terms and subject to the
conditions hereinafter set forth;

WHEREAS in order to induce the Nanotech Shareholders to
sell the Nanotech Shares (as defined below) to EPOD, certain holders of common
stock of EPOD (“EPOD Shareholders”) have agreed to surrender for cancellation
certain shares of common stock of EPOD held by them, as set forth in Schedule B; and  

WHEREAS, pursuant to certain powers of attorney and
other contractual agreements (the “POA’s”), Kristul has the authority to execute
this agreement on behalf of the Nanotech Shareholders and cause all of the
issued and outstanding shares of capital stock of Nanotech, including the shares
which are not owned by him in his personal capacity, to be transferred and
assigned to the Buyer;

NOW, THEREFORE, the Parties hereto, in consideration of
the mutual promises and other consideration set forth below, the receipt and
adequacy of which is hereby acknowledged, and intending to be legally bound
hereby, do represent, warrant, covenant and agree as follows: 

SECTION 1 

DEFINITIONS 

1.01. “Affiliate” means, as applied to any Person, any
other Person directly or indirectly controlling, controlled by, or under common
control with that Person. For the purposes of this definition, “control”
(including with correlative meanings, the terms “controlling”, “controlled by”
and “under common control with”) as applied to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of that Person, whether through ownership of voting
securities or by contract or otherwise. 




1.02. “Buyer Indemnified Parties” shall have the meaning
set forth in Section 6.02(a) . 

1.03. “Claim” shall mean any and all administrative or
judicial actions, suits, arbitrations, orders, claims, Liens, notices, notices
of violations, investigations, complaints, requests for information,
proceedings, or other communication (written or oral), whether criminal or
civil. 

1.04. “Closing” and “Closing Date” shall have the
respective meanings assigned to them in Section 5.01 hereof. 

1.05. “Environmental Law” means all federal, state,
local and foreign environmental, health and safety Laws, common law orders,
decrees, judgments, codes and ordinances and all rules and regulations
promulgated thereunder, civil or criminal, including, without limitation, Laws
relating to emissions, discharges, releases or threatened releases of Hazardous
Material, pollutants, contaminants, chemicals, or industrial, toxic or hazardous
substances or wastes into the environment or otherwise relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Material, pollutants, contaminants,
chemicals, or industrial, solid, toxic or hazardous substances or wastes. 

1.06. “Governmental or Regulatory Authority” means any
court, tribunal, arbitrator, authority, agency, commission, official or other
instrumentality of the United States and Canada, any foreign country or any
domestic or foreign state, county, city or other political subdivision, and
shall include, without limitation, the Securities and Exchange Commission, and
the various federal, state and foreign securities regulators and taxation
authorities. 

1.07. “Hazardous Material” means (i) any petroleum or
petroleum products, radioactive materials, asbestos in any form that is or could
become friable, urea formaldehyde foam insulation and transformers or other
equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls (PCBs); (ii) any chemicals, materials, substances or wastes which are
now defined as or included in the definition of “hazardous substances”,
“hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,”
“restricted hazardous wastes,” “toxic substances,” “toxic pollutants” or words
of similar import, under any Environmental Law; and (iii) any other chemical,
material, substance or waste, exposure to which is now prohibited, limited or
regulated by any Governmental or Regulatory Authority. 

1.08. “Indebtedness” of any Person means all obligations
of such Person (i) for borrowed money, (ii) evidenced by notes, bonds,
debentures or similar instruments, (iii) for the deferred purchase price of
goods or services (other than trade payables or accruals incurred in the
ordinary course of the Business), (iv) under capital leases and (v) in the
nature of guarantees of the obligations described in clauses (i) through (iv)
above of any other Person. 

1.09. “Indemnified Party” shall have the meaning set
forth in Section 6.02(c) . 

1.10. “Indemnifying Party” shall have the meaning set
forth in Section 6.02(c) . 

1.11. “Knowledge” means the actual knowledge of a Person
with respect to any fact, event or condition, as well as the knowledge that such
party reasonably would be expected to have acquired in the ordinary course of
business and the prudent management of its own affairs. Such definition shall
include any form of such term, such as knows, known, etc., whether or
not capitalized, as used in this Agreement with respect to a party’s awareness
of the presence or absence of a fact, event or condition.

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1.12. “Laws” means all laws, statutes, rules,
regulations, ordinances and other pronouncements having the effect of law in
Canada, the United States, any foreign country or any domestic or foreign state,
province, county, city or other political subdivision or of any Governmental or
Regulatory Authority. 

1.13. “Liability” or “Liabilities” means all
Indebtedness, obligations and other liabilities (or contingencies that have not
yet become liabilities) of a Person (whether absolute, accrued, contingent (or
based upon any contingency), fixed or otherwise, or whether due or to become
due). 

1.14. “License” means any license, permit, certificate
of authority, authorization, approvals, registration, franchise and similar
consent granted or issued by any Governmental or Regulatory Authority. 

1.15. “Liens” means claims, pledges, security interests,
mortgages, conditional sales agreement, liens, charges, restrictions,
consignments or conditional sales agreements, or other encumbrances of whatever
nature, whether created by statute, Contract, process of law or otherwise, and
whether or not recorded or otherwise perfected. 

1.16. “Loss” means any and all damages, fines, fees,
penalties, deficiencies, diminution in value of investment, losses and expenses,
including without limitation, interest, reasonable expenses of investigation,
court costs, reasonable fees and expenses of attorneys, accountants and other
experts or other expenses of litigation or other proceedings or of any claim,
default or assessment (such fees and expenses to include without limitation, all
fees and expenses, including, without limitation, fees and expenses of
attorneys, when and as incurred in connection with (i) the investigation or
defense of any Third Party Claims, or (ii) asserting or disputing any rights
under this Agreement against any Party hereto or otherwise).

1.17. “Material Adverse Effect” means any change or
effect of any event or circumstance which, individually or when taken together
with all other changes, effects, events or circumstances, is or could reasonably
be expected to be, materially adverse to the assets, financial condition,
business or results of operation of a Person; excluding, however, any adverse
effect due to changes, after the date of this Agreement, in conditions affecting
the economy generally or the general market addressed by such Person’s products
and/or services. 

1.18. “Person” means any natural person, corporation,
general or limited partnership, limited liability company or partnership,
proprietorship, other business organization, estate, trust, union, association
or Governmental or Regulatory Authority. 

1.19. “Purchase Price” shall have the meaning set forth
in Section 3.01. 

1.20. “Seller Indemnified Parties” shall have the
meaning set forth in Section 6.02(b) . 

1.21. “Tax” or “Taxes” means any and all federal,
state, local or foreign taxes, fees, levies, duties, tariffs, imposts and other
governmental charges of any nature (together with any interest, penalties and additions to tax) including, without limitation, taxes or
other charges on, or with respect to, income, gross receipts, property, sales,
use, capital or net worth. 

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1.22. “Tax Return” means any return, report or statement
(including any information return) required to be filed for purposes of a
particular Tax. 

1.23. “Third Party” shall mean any Person who is not a
party to this Agreement, nor is an Affiliate of any Party to this Agreement.

1.24. “Third Party Claim” shall mean a Claim asserted by
a Third Party. 

SECTION 2 

PURCHASE OF STOCK OF NANOTECH 

Section 2.01. Purchase of Shares of Nanotech. At the
Closing, each of the Nanotech Shareholders respectively, will sell, convey,
transfer and deliver to Buyer, and Buyer will purchase from the Nanotech
Shareholders, for the consideration hereinafter set forth, 29,400,000
(twenty-nine million four hundred thousand) common shares of Nanotech held by
the Nanotech Shareholders as of the Closing Date, which represents all of the
issued and outstanding shares of capital stock of Nanotech (collectively, the
“Nanotech Shares”). All Nanotech Shares shall be transferred or otherwise
conveyed by each of the Nanotech Shareholders, through duly executed POA’s to
Buyer free and clear of all Liabilities, obligations, Liens, Claims (including
Third Party Claims). 

SECTION 3 

PURCHASE PRICE 

3.01. Amount and Payment of the Purchase Price. In
consideration for the Nanotech Shares, Buyer shall issue to the Nanotech
Shareholders an aggregate amount of 3,203,500 (three million two hundred and
three thousand and five hundred) validly issued, fully paid and non-assessable
new shares of common stock, $0.001 par value per share (the “Common Stock”), of
the Buyer (the “Purchase Price”) on the Closing Date as set out in
Schedule A herein.

3.01a. In addition, the EPOD Shareholders and EPOD agree to
cause the cancellation at Closing of a total of 1,028,000 (one million
twenty-eight thousand) shares of common stock of EPOD (“Cancellation Shares”)
held by the EPOD Shareholders as set out in Schedule B. 

3.02. Allocation of Purchase Price. The Parties agree to
allocate the Purchase Price in a manner which causes the least Liabilities for
Taxes under applicable Law, and will collectively execute, prepare, file (or
cause to have prepared and filed) all applicable forms, notices and filings as
are required by applicable Law.

3.03. Employees. The employees of Nanotech shall remain
employed following the Closing Date, upon such terms and conditions as are in
effect immediately prior to the Closing Date. Sellers hereby jointly authorize
Buyer to offer employment to their respective employees, waive any rights they
may have prohibiting such employees from being employed by Buyer, and shall not
offer employment to any employees who have accepted employment with Buyer.
Nothing in this Section 4.03 shall be deemed to be a contract for the benefit of
any employee. Sellers shall use their respective best efforts to assist Buyer in
obtaining the services of all current employees of Sellers that Buyer wishes to
so retain. 

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SECTION 4 

CLOSING 

4.01. Closing. The closing of the purchase and sale of
the Nanotech Shares (the “Closing”) shall be held at the offices of the Buyer or
remotely via the exchange of documents and signatures or at such other time and
place as the Parties mutually may agree, on the first day in which the
conditions set forth in this Section 4 have been satisfied or waived, but in any
event no later than 90 (ninety days from the signing of this Agreement, unless
mutually extended in writing by the Parties (the “Closing Date”).

4.02. Deliveries of Sellers. Each Seller, as applicable,
shall deliver or cause to be delivered to Buyer at the Closing: 

(a) A certified copy of resolutions, duly adopted by the Boards
of Directors and stockholders of Nanotech, authorizing the transactions
contemplated hereby; 

(b) Such certificates issued by the appropriate Governmental or
Regulatory Authority as required to evidence the legal existence and good
standing of such Seller; 

(c) Nanotech shall deliver or cause to be delivered to Buyer
the following with respect to Nanotech Shares: (i) stock powers duly endorsed by
Nanotech, and otherwise in form acceptable for transfer of Nanotech Shares on
the books of Nanotech, to Buyer; (ii) certificates representing Nanotech Shares;
and (iii) any approvals or consents required with respect to the transfer of
Nanotech Shares to Buyer; and 

(d) Such other closing documents and instruments as Buyer
reasonably may require. 

4.03. Deliveries of Buyer. Buyer shall deliver or cause
to be delivered to Sellers at the Closing:

(a) The aggregate amount of 3,203,500 (three million two
hundred and three thousand five hundred) shares of Common Stock issued to the
Nanotech Shareholders;

(b) A certificate, executed by Buyer’s Secretary certifying the
resolutions of Buyer’s Board of Directors approving the transactions
contemplated hereby; and 

(c) A certificate executed on behalf of Buyer by its President,
certifying as to Buyer’s satisfaction of the conditions set forth in Section
4.05(a) and (b). 

4.04. Conditions to the Buyer’s Obligations. The
obligation of the Buyer to consummate the transactions to be performed by it in
connection with the Closing will be subject to the satisfaction (or waiver by
the Buyer, in whole or in part, in writing) of the following conditions as of
the time of the Closing: 

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(a) Each representation and warranty set forth in Section 5
will be true and correct in all material respects at and as of the time of the
Closing as though then made, except for changes expressly required by this
Agreement and except for any representation or warranty that expressly relates
to a specific prior date; 

(b) Sellers will have performed and complied in all material
respects with all of the covenants and agreements (considered collectively), and
each of the covenants and agreements (considered individually), required to be
performed by the Sellers under this Agreement or any other agreements, documents
and instruments to be entered into by the Sellers in connection with the
transactions contemplated hereby at or prior to the Closing; 

(c) There shall be no proceeding commenced or threatened
against the Buyer or Sellers involving this Agreement or the transactions
contemplated herein or any judgment, decree, injunction or order which prohibits
the consummation of the transactions contemplated by this Agreement; 

(d) Sellers shall have delivered the Nanotech Shares to the
Buyer, free and clear of all Liabilities, obligations, Liens, Claims (including
Third Party Claims, whether private, governmental or otherwise) and
encumbrances, excepting only Assumed Liabilities;

(e) There shall have been no material adverse change in the
condition (financial or otherwise), results of operations, properties, assets,
or Liabilities of Sellers; 

(f) Buyer shall have: (i) obtained shareholder approval for the
consummation of the transaction set forth herein; (ii) obtained any and all
other requisite approvals for the consummation of the transaction set forth
herein (iii) made all necessary filings with the SEC, including but not limited
to, the filing of a preliminary and a definitive Schedule 14C Information
Statement;

(g) The pro forma consolidated financial statements of the
Buyer shall have been completed in accordance with the Exchange Act, and the
rules and regulations promulgated thereunder, and the report of independent
auditors with respect to such financial statements completed and submitted; and


(h) Sellers shall have delivered to the Buyer the items set
forth in Section 4.02. 

4.05. Conditions to the Sellers’ Obligations. The
obligation of Sellers to consummate the transactions to be performed by it in
connection with the Closing is subject to the satisfaction (or waiver by EPOD in
writing) of the following conditions as of the Closing Date: 

(a) Each of the representations and warranties set forth in
Section 6 will be true and correct in all material respects at and as of the
time of the Closing as though then made, except for changes expressly required
by this Agreement and except for any representation or warranty that expressly
relates to a specific prior date; 

(b) The Buyer will have performed and complied in all material
respects with all of the covenants and agreements required to be performed by
the Buyer under this Agreement at or prior to the Closing; 

(c) There shall be no proceeding commenced or threatened
against the Buyer or Sellers involving this Agreement or the transactions
contemplated herein or any judgment, decree, injunction or order which prohibits
the consummation of the transactions contemplated by this Agreement. 

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(d) The pro forma consolidated financial statements of the
Buyer shall have been completed in accordance with the Exchange Act (as defined
below), and the rules and regulations promulgated thereunder, and the report of
independent auditors with respect to such financial statements completed and
submitted. 

(e) Buyer shall have: (i) obtained shareholder approval for the
consummation of the transaction set forth herein; (ii) obtained any and all
other requisite approvals for the consummation of the transaction set forth
herein (iii) made all necessary filings with the SEC, including but not limited
to, the filing of a preliminary and a definitive Schedule 14C Information
Statement;

(f) The Buyer shall have delivered to the Sellers the items set
forth in Section 4.03. 

(g) The Buyer and the EPOD Shareholders shall have surrendered
the Cancellation Shares to EPOD and shall cause the Cancellation shares to be
cancelled. 

4.06. Pre-Closing Covenants.

(a) Operations and Maintenance of the Business. From and
after the date hereof and prior to the Closing, unless the Buyer otherwise
consents in writing or except as set forth expressly herein, Nanotech will
conduct its business only in the ordinary course of business as conducted by it
consistent with past practice.

Furthermore, except as may otherwise be required under this
Agreement, Nanotech shall do any of the following, without the prior written
consent of the Buyer: 

(i) enter into any Contract, agreement or transaction, or incur
or permit to be incurred, any obligation or other Liabilities with respect to or
materially affecting its business and shall not enter into any Contract,
agreement or transaction, or incur or permit to be incurred, any obligation or
other Liabilities with respect to Nanotech Shares;

(ii) remove any of its assets (other than cash and cash
equivalents) used in its business by way of dividend, distribution, withdrawal
or any other means;

(iii) permit to be incurred any Lien on any of its assets used
in its business; 

(iv) increase the compensation payable or to become payable to
any of its employees retained in connection with its business, or otherwise
enter into or alter any employment or consulting agreement; 

(v) commence, enter into, or alter any profit sharing, deferred
compensation, bonus, option or purchase plan for its interests or other equity
securities, pension, retirement or incentive plan or any fringe benefit plan for
its employees retained in connection with its business; 

(vi) terminate the employment of any of its employees retained
in connection with its business or hire or engage any employees or consultants
in connection with its business, except in the ordinary course of its business;


(vii) cancel or waive any of its Claims or rights, with respect
to or materially affecting its business, outside the ordinary course of its
business and consistent with past practice; 

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(viii) change any accounting methods used by it in connection
with its business, except and solely to the extent required by applicable
generally accepted accounting principles or Law; 

(ix) pay or incur any obligation or Liability, absolute or
contingent, with respect to or materially affecting its business other than
obligations or Liabilities incurred in the ordinary course of its business and
consistent with past practice or purchase any asset other than in the ordinary
course of its business; 

(x) make any Tax election or settle or compromise any Tax
Liability which could reasonably be expected to have an adverse impact on the
Taxes payable by Buyer; 

(xi) enter into any joint venture, partnership or other similar
arrangement or form any other material arrangement for the operation of its
business; and 

(xii) enter into any binding commitment to do any of the
foregoing. 

(b) Consents. Sellers shall use their respective best
efforts to obtain all consents and approvals of Third Parties necessary and
required (including Third Party Claims, whether private, governmental or
otherwise) for the consummation of the transactions contemplated herein. 

(c) Pre-Closing Filings. Buyer shall make all SEC
required filings pertaining to the consummation of this transaction including
filing a Schedule 14C Information Statement. 

(d) Information. From time to time at the Buyer’s
request, upon reasonable prior notice and at reasonable times during normal
business hours, subject to requirements of Law, the Sellers will provide to
representatives of the Buyer and its agents, employees and accounting, tax,
legal and other advisors (collectively, including the Buyer, the “Investigating
Parties”) access to each Seller’s premises, properties, operations and books and
records, and will cause each of the Sellers respective officers, employees,
representatives, agents and accounting, tax, legal and other advisors to furnish
to Buyer and the Investigating Parties such financial and operating data and
other such information with respect to the Business and the properties of such
Seller as the Investigating Parties shall request. 

(e) Undertaking to Close. Each Party undertakes to cause
the conditions to Buyer’s and Sellers’ respective obligations to consummate the
transactions contemplated by this Agreement to be satisfied including the
preparation, execution and delivery of all agreements and instruments
contemplated hereunder to be executed and delivered by such Party in connection
with or prior to the Closing. 

(f) Schedules. The Sellers shall promptly (and in any
event prior to the Closing) advise Buyer, orally and in writing, of any change
or event having, or which would have (insofar as can be reasonably foreseen), a
Material Adverse Effect or would constitute, or with the passage of time would
constitute, a breach of any representation or warranty of the Sellers contained
in this Agreement. Sellers agree that, with respect to their representations and
warranties made in this Agreement, each of them will have a continuing
obligation to supplement or amend the schedules hereto with respect to any
matter hereafter arising or discovered which, if existing or known at the date
of this Agreement, would have been required to be set forth or described in the
schedules hereto; provided, however, that neither the supplementing or amending
of any schedules by Sellers, nor the discovery of any matters by Buyer in the
course of its investigations, shall be deemed to cure any breach of any
representation or warranty made in this Agreement or to have been disclosed as
of the date of this Agreement. 

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(g) Competitive Offers. Sellers shall not, directly or
indirectly, and will cause Nanotech’s officers, employees and Affiliates not to,
solicit or initiate the submission of proposals from, or solicit, encourage,
entertain or enter into arrangements, agreements or understandings with, or
discuss with or furnish information to, any Person (other than the Buyer and the
Investigating Parties) with respect to the acquisition in whatever form of all
or any portion of the Nanotech Shares. 

4.07 Change in Control of the Buyer. Prior to Closing,
the Parties will take all necessary steps to effect any and all necessary
changes to the Officers and Directors of EPOD, so that the following individuals
shall constitute the officers and directors of EPOD effective at Closing: 


	Joseph Kristul 	President, Chief Executive
      Officer, Treasurer and Director 
	Leon Zigelman 	Vice President of Operations and Secretary
  
	Elena Shenkar 	Vice President of Production
  
	Tony Lupo 	Vice President of Marketing 
	Papken Der Torossian 	Chairman of the Board and
      Director 
	Alex Trossman 	Director 
	Tim Simpson 	Director




4.08. Effect of Failure to Close. If the Closing of the
transactions contemplated herein does not occur for any reason, then the rights
and obligations of the Parties hereunder shall terminate without any Liability
of any Party to any other Party.

SECTION 5 

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS 

Sellers hereby represent and warrant to the Buyer as
follows:

5.01. Nanotech is a corporation duly organized, validly
existing and in good standing under the laws of the state of its incorporation.
Nanotech has the power and the authority and all Licenses and permits required
by Governmental or Regulatory Authorities to own and operate its assets and
carry on the Business as now being conducted.

5.02. The Nanotech Shares held by the Nanotech
Shareholders respectively are owned by each of the Nanotech Shareholders as the
beneficial and recorded owners with good and marketable title thereto, and all
of the Nanotech Shares are free and clear of all mortgages, liens, charges,
security interests, adverse claims, pledges, encumbrances and demands
whatsoever. Kristul, pursuant to the POA’s has the requisite power and authority
to execute and perform this Agreement and all other agreements, documents and
instruments to be entered into on behalf of each of the Nanotech Shareholders,
as applicable, in connection with the transactions contemplated hereby.

5.03. The Nanotech Shareholders constitute all of the
stockholders of Nanotech. The execution, delivery and performance of this
Agreement and all other agreements to be entered into in connection with the
transactions contemplated hereby have been duly authorized by the board of
directors of Nanotech, and do not violate or conflict with any provisions of the
organizational documents of Nanotech or any agreement, instrument, Law, order or regulation to which
Nanotech is a party or by which is bound. All corporate action required to be
taken by Nanotech to authorize the execution, delivery and performance of this
Agreement and all other agreements to be entered into by Nanotech in connection
with the transactions contemplated hereby has been taken, and such execution,
delivery and performance do not violate or conflict with any provisions of the
organizational documents of Nanotech or any agreement, instrument, Law, order or
regulation to which Nanotech is a party or by which Nanotech is bound. No
consent, approval or authorization of, or filing with or notification to, any
lender, security holder, Governmental or Regulatory Authority or other person or
entity is required by Nanotech or in connection with the execution, delivery and
performance by Nanotech of this Agreement and the consummation of the
transactions contemplated hereby. 

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5.04. Nanotech has all requisite corporate power and authority
to execute and deliver this Agreement and all other agreements to be entered
into in connection with the transactions contemplated hereby to which it is a
party, and to perform its obligations hereunder and thereunder. This Agreement
has been, and upon execution and delivery thereof, each of the other agreements
to be entered into in connection with the transactions contemplated hereby to
which the Sellers are a party will be, duly and validly executed and delivered
by the Sellers and the valid and binding obligations of each Seller, enforceable
against such Seller in accordance with their terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws from time to time in effect affecting the enforcement of creditors’
rights generally, and except as enforcement of remedies may be limited by
general equitable principles.

5.05. No Seller has any Knowledge of any action, suit,
litigation or proceeding pending or threatened against it or otherwise, nor does
such Seller know of any basis for any such action, or of any governmental
investigation relating to its business. 

5.06. No Seller has Knowledge of any order, writ, injunction or
decree that has been issued by, or requested of, any court or Governmental or
Regulatory Authority which is against, or binding on such Seller. 

5.07. Each Seller has obtained all required approvals or
authorizations of this Agreement and any other agreements to be entered into in
connection with the transactions contemplated hereby which are required by
applicable Laws or otherwise in order to make this Agreement or any other
agreements entered into in connection with the transactions contemplated hereby
binding upon Seller. 

5.08. There are no Liens for any federal, state, county or
local franchise, income, excise, property, business, sales, commercial rent,
employment or other Taxes upon Nanotech. Nanotech has timely filed all federal,
foreign, state, county and local franchise, income, excise, property, business,
sales, commercial rent and employment and other Tax Returns which are required
to be filed through the Closing Date, and has paid, or will pay, all Taxes which
are due and payable on or before the Closing Date.

5.09 Nanotech, in all material respects, complied and is in
compliance with all applicable Laws, orders and regulations of any Governmental
or Regulatory Authority applicable to it , its operation of the business, assets
or property or its operations including, without limitation, applicable Laws
relating to zoning, building codes, antitrust, occupational safety and health,
Environmental Law, consumer product safety, product liability, hiring, wages,
hours, employee benefit plans and programs, collective bargaining and
withholding and social security taxes.

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5.10. The representations and warranties of each Seller
contained in this Agreement will be true and correct on and as of the Closing
Date with the same force and effect as though such representations and
warranties had been made on and as of the Closing Date. 

5.11. With respect to the Common Stock being issued to the
Nanotech Shareholders, said shares are being acquired for investment purposes
only and not with a view towards resale or distribution. Sellers have had an
opportunity to ask questions of Buyer and have done so. The shares of Common
Stock are restricted securities that have not been registered for re-sale
pursuant to the Securities Act. Sellers understand that the Common Stock may not
be sold, transferred, assigned or hypothecated or otherwise distributed to its
stockholders as a dividend or otherwise, absent the effectiveness of a
registration statement covering the sale of such Common Stock or an exemption
from the registration requirements the Securities Act.

5.12. No Seller has any Liability or obligation to pay any fees
or commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement or any other agreements to be entered into in
connection with the transactions contemplated hereby. 

5.13. The Nanotech Shareholders constitute all of beneficial
holders of Nanotech Shares, and Nanotech Shares constitute all of the issued and
outstanding shares of capital stock of Nanotech and, each has no other rights to
purchase, acquire or receive any additional shares of Nanotech’s capital stock.
Nanotech Shares represent all of the issued and outstanding shares of capital
stock of Nanotech. There is no restriction affecting the ability of any of the
Nanotech Shareholders to transfer the title and ownership of Nanotech Shares to
Buyer, and upon delivery of the certificates for Nanotech Shares to Buyer
pursuant to the terms of this Agreement and payment of the Purchase Price at the
Closing, Buyer will acquire record and legal title to such Nanotech Shares, free
and clear of all Liabilities, obligations, Liens, Claims (including Third Party
Claims) and encumbrances. 

5.14 The officers and directors of Nanotech are as follows:


	Joseph Kristul 	President, CEO and Director
  
	Papken Der Torossian 	Vice President and Director 
	Darin Nellis 	Secretary 
	Alex Trossman 	Treasurer and Director




SECTION 6 

REPRESENTATIONS AND WARRANTIES OF BUYER 

Except as disclosed by Buyer on Buyer’s reports, statements,
schedules, prospectuses, and other documents filed with the Securities and
Exchange Commission (the “SEC”) in accordance with the Securities and Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder
(the “Exchange Act”) (collectively, as amended and/or supplemented to date, the
“Securities Filings”), Buyer represents and warrants to the Sellers as follows:


6.01. Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada. 

10 




6.02. Buyer is duly qualified to conduct business under the
laws each jurisdiction where such qualification is necessary, except where the
failure to be so qualified would not have a Material Adverse Effect.

6.03. Subject to Section 4.04 (f) a herein, Buyer has all other
requisite corporate power and authority to execute and deliver this Agreement
and all other agreements to be entered into in connection with the transactions
contemplated hereby to which it is a party, and to perform its obligations
hereunder and thereunder. The execution and delivery by Buyer of this Agreement
and all other agreements to be entered into in connection with the transactions
contemplated hereby to which it is a party, and the performance by Buyer of its
obligations hereunder and thereunder, shall be duly and validly authorized by
all necessary corporate action on the part of Buyer, including any vote of
stockholders. This Agreement has been, and upon execution and delivery thereof,
each of the other agreements to be entered into in connection with the
transactions contemplated hereby to which Buyer is a party will be, duly and
validly executed and delivered by Buyer and the valid and binding obligations of
Buyer, enforceable against Buyer in accordance with their terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and other similar laws from time to time in effect affecting the
enforcement of creditors’ rights generally, and except as enforcement of
remedies may be limited by general equitable principles.

6.04 The Cancellation Shares held by the EPOD
Shareholders respectively are owned by each of the EPOD Shareholders as the
beneficial and recorded owners with good and marketable title thereto, and all
of the EPOD Shares are free and clear of all mortgages, liens, charges, security
interests, adverse claims, pledges, encumbrances and demands whatsoever. Each of
the EPOD Shareholders has the requisite power and authority to cause the
Cancellation Shares to be cancelled at Closing. 

6.05. Except as otherwise stated in this Agreement, there is no
additional requirement applicable to Buyer to make any filing with, or to obtain
any permit, authorization, consent or approval of, any governmental entity as a
condition to the lawful consummation by Buyer of the transactions contemplated
pursuant to this Agreement. The execution, delivery and performance of this
Agreement by Buyer does not, and the consummation of the transactions
contemplated hereby will not (with or without the giving of notice, the lapse of
time or both), (i) conflict with or result in any breach of any provision of the
Articles of Incorporation or Bylaws of Buyer, or (ii) violate any applicable
Law, rule, regulation, order, writ, judgment, ordinance, injunction or decree of
any governmental entity to which Buyer is a party or is bound.

6.06 The authorized capital of Buyer consists of 75,000,000
shares of Common Stock, of which 2,849,000 shares are issued and outstanding as
of the date of the signing of this Agreement. All of the outstanding shares of
common stock have been duly authorized, are fully paid and nonassessable and
were issued in compliance with all applicable federal and state securities laws.
Buyer holds no treasury stock and no shares of common stock in its treasury. The
rights, privileges and preferences of the common stock are as stated in Buyer’s
Articles of Incorporation and as provided by the general corporation law of the
jurisdiction of the Buyer’s incorporation.

6.07. The officers and Directors of EPOD are as follows:


	Michael Matvieshen 	CEO and sole Director 
	Satpal Sidhu 	President, Chief Operating Officer and
      Secretary 
	Gordon McKenzie 	Treasurer




11 




6.07 The shares of Common Stock to be issued to the Nanotech
Shareholders in accordance with Section 3.01 will at the time of issuance be,
duly authorized, validly issued and fully paid and non-assessable in all
respects, free from any pre-emptive or other rights, and the issuance thereof
will, at the time of issuance, not violate any agreement or trigger the anti
dilution, right of first refusal, co-sale or similar provisions of any agreement
to which the Buyer is bound. Buyer shall reserve a sufficient number of shares
of Common Stock for issuance to the Nanotech Shareholders. Upon issuance in
accordance with the terms of this Agreement, such shares will be duly
authorized, validly issued, fully paid and non-assessable in all respects, free
from any pre-emptive or other rights (other than as entered into after the date
of Closing), and the issuance thereof will not violate any agreement or trigger
the anti-dilution, right of first refusal, co-sale or similar provisions of any
agreement to which Buyer is bound. 

6.08. All Securities Filings required to be filed by Buyer with
the SEC pursuant to the Exchange Act, along with all exhibits to such annual,
quarterly and other reports as available on the SEC’s EDGAR database website,
are true, correct and complete in all material respects as of the date of filing
thereof, and said reports do not, as of the date of filing thereof, fail
disclose or omit any material fact, agreement or matter relating to the Buyer.


6.09 There is no claim, action, suit, proceeding, arbitration,
complaint, charge or investigation pending or to Buyer’s Knowledge, currently
threatened against Buyer or, to the best of Buyer’s Knowledge, threatened
against any officer or director of Buyer, that questions the validity of this
Agreement or the right of Buyer to enter into it, or to consummate the
transactions contemplated hereby, or could have or reasonably be expected to
have, either individually or in the aggregate, a material adverse effect upon
the Business. Neither Buyer nor, to the best of Buyer’s Knowledge, any of its
officers or directors, is a party or is named as subject to the provisions of
any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality (in the case of officers or directors, such as would
affect Buyer). There is no action, suit, proceeding or investigation by Buyer
pending or which Buyer intends to initiate. The foregoing includes, without
limitation, actions, suits, proceedings or investigations pending or threatened
in writing (or any basis therefore known to Buyer) involving the prior
employment of any of Buyer’s employees, their services provided in connection
with the Business, or any information or techniques allegedly proprietary to any
of their former employers, or their obligations under any agreements with prior
employers. 

6.10. Except as expressly set forth in this Section 6, Buyer
makes no other representation or warranty with respect to the transactions
contemplated by this Agreement or other agreements to be entered into in
connection with the transactions contemplated hereby. 

SECTION 7 

SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
INDEMNIFICATION 

7.01 Survival of Representations and Warranties. All of
Buyer’s representations and warranties in this Agreement or in any other
agreements to be entered into in connection with the transactions contemplated
hereby to which it is a party, and all of Sellers’ representations and
warranties in this Agreement, in any other agreements to be entered into in
connection with the transactions contemplated hereby, or in any instrument
delivered pursuant hereto or thereto, shall survive the Closing Date and
continue until the date which is 12 (twelve) months after the Closing Date;
provided, however, that (i) any claim based on fraud shall survive indefinitely,
(ii) any claim for violation of the representations and warranties with respect
to Taxes, employee matters or Environmental Law shall survive until the
expiration of the applicable statute of limitations applicable to any claim or
right of action related thereto, (iii) the covenants and agreements
contained in this Agreement and the other agreements to be entered into in
connection with the transactions contemplated hereby and to be performed at the
Closing Date will survive until fully performed in accordance with their terms,
and (iv) any claim for indemnity asserted pursuant to Section 7.02 shall, if
made within the applicable time period set forth above with respect to an
accrued Liability, survive indefinitely. However, no claim for indemnity may be
asserted under Section 7.02 unless notice of such claim is given to Nanotech or
Buyer, as the case may be, prior to the appropriate period(s) specified in the
preceding sentence. 

12 




7.02 Indemnification. 

(a) EPOD agrees, from and after the Closing Date, for the
appropriate period(s) specified in Section 7.01, above, to indemnify and hold
Buyer and its officers, directors, agents or Affiliates and their respective
successors and assigns (the “Buyer Indemnified Parties”), harmless from and
against any Loss incurred by any Buyer Indemnified Party, directly or
indirectly, resulting from (i) noncompliance with any applicable bulk sales or
transfer Law, (ii) any Liability or Contract of, or Claim against, a Seller,
whether contingent or absolute, direct or indirect, known or unknown, matured or
unmatured (including but not limited to Liabilities for Taxes), (iii) any
Liability or Claim arising in any way from any service rendered, or action taken
by, or relating to the operations of, a Seller prior to the Closing Date, (iv)
any Liability or Claim under any Environmental Laws relating to any event,
action or failure to act which occurred prior to the Closing Date, or (v) the
breach or inaccuracy of or failure to comply with, or the existence of any facts
resulting in the inaccuracy of, any of the warranties, representations,
conditions, covenants or agreements of a Seller contained in this Agreement or
in any agreement or document delivered pursuant hereto or in connection
herewith, or arising out of the consummation of the transactions contemplated
hereby. 

(b) Buyer agrees from and after the Closing Date, for the
appropriate period(s) specified in Section 7.01, above, to indemnify and hold
Sellers and their respective Affiliates, successors and assigns (the “Seller
Indemnified Parties”) harmless from and against any Loss incurred by any Seller
Indemnified Party directly or indirectly resulting from (i) any Liability or
Claim arising in any way from any service rendered, or action taken by, or
relating to the operations of, Buyer after the Closing Date, (ii) any Liability
or Claim under any Environmental Laws relating to any event, action or failure
to act which occurs after the Closing Date, or (iii) any Claim arising out of
Buyer’s breach, failure to fully repay and satisfy, default in or failure to
comply with the terms of, the Assumed Liabilities or any breach of any
warranties, representations, conditions, covenants or agreements of Buyer
contained in this Agreement to which the Buyer is a party, or in any other
agreement, certificate or document delivered pursuant to or in connection with
this Agreement or arising out of the Closing of the transactions contemplated
hereby. 

(c) If any Third Party shall notify any party (the “Indemnified
Party”) with respect to any matter which may give rise to a claim for
indemnification against any other party (the “Indemnifying Party”) under this
Section 7, then the Indemnified Party shall notify each Indemnifying Party
thereof promptly; provided, however, that no delay on the part of the
Indemnified Party in notifying any Indemnifying Party shall relieve the
Indemnifying Party from any Liability or obligation hereunder unless (and then
solely to the extent) the Indemnifying Party thereby is materially damaged. In
the event any Indemnifying Party notifies the Indemnified Party within thirty
(30) days after the Indemnified Party has given notice of the matter that the
Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party
will defend the Indemnified Party against the matter with counsel of its choice
reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may
retain separate co-counsel (at its cost), (iii) the Indemnified Party will not
consent to the entry of any judgment or enter into any settlement with respect to the matter without the
written consent of the Indemnifying Party (not to be withheld unreasonably), and
(iv) the Indemnifying Party will not consent to the entry of any judgment with
respect to the matter, or enter into any settlement which does not include a
provision whereby the plaintiff or claimant in the matter releases the
Indemnified Party from all Liability with respect thereto, without the written
consent of the Indemnified Party (not to be withheld unreasonably). In the event
the Indemnifying Party fails to assume the defense of the matter as provided
herein within thirty (30) days after the Indemnified Party has given notice
thereof, the Indemnified Party may defend against, or enter into any settlement
with respect to, the matter in any manner it reasonably may deem appropriate. 

13 




(d) After the Closing Date, the right of indemnification under
this Section 7 shall be the sole and exclusive remedy available to any Party for
any claim or cause of action arising under this Agreement or other agreements to
be entered into in connection with the transactions contemplated hereby in
connection with any breach of any representation, warranty, covenant or
provision of this Agreement this Agreement, other agreements to be entered into
in connection with the transactions contemplated hereby or otherwise; provided,
however, that this exclusive remedy does not preclude a Party from bringing an
action for specific performance or other equitable remedy to require a party to
perform its obligations under this Agreement. Each Party expressly waives any
rights it may have to make a claim against the other pursuant to any
constitutional, statutory, or common law authorities. The provisions of this
Section 7.02(d) shall not apply to claims arising out of or relating to the
fraud, gross negligence or willful misconduct of the Parties. 

SECTION 8 

PRESERVATION OF BOOKS AND RECORDS 

8.01 For a period of 3 (three) years after the Closing date,
Buyer shall preserve the books and records of Nanotech delivered to Buyer; and
Sellers shall similarly make available to Buyer any records which Buyer permits
Sellers to retain; each Party will make such books and records available to the
other Party at all reasonable times and permit the other Party to make extracts
from or copies of all such records. 

SECTION 9 

CERTAIN OTHER COVENANTS AND AGREEMENTS 

9.01. Further Assurances. Upon the request of either
Party hereto, the other Party will execute and deliver to the requesting Party,
or such Party’s nominee, all such instruments and documents of further assurance
or otherwise, and will do any and all such acts and things as may reasonably be
required to carry out the obligations of such Party hereunder and to more
effectively consummate the transactions contemplated hereby, including, without
limitation, submitting information required by a Governmental or Regulatory
Authority, obtaining all consents and approvals from Third Parties, under
leases, agreements and other Contracts. 

9.02. Quotation. Buyer shall use its best efforts to
maintain the eligibility for quotation of the Common Stock on the over the
counter bulletin board. 

9.03. SEC Reports. Buyer shall file with the SEC all
reports that are required to be filed pursuant to the Exchange Act with respect
to this Agreement and the transactions contemplated hereby, including but not limited to Current
Reports on Form 8-K and Schedule 14C Information Statement. 

14 




SECTION 10 

MISCELLANEOUS 

10.01. Governing Law. This Agreement shall be construed
and interpreted in accordance with the laws of the State of Nevada shall be
enforceable exclusively in the courts thereof.

10.02. Modification. This Agreement may be modified or
amended, and the requirements of any provision hereof may be waived, with the
mutual consent of Sellers and Buyer by written instrument signed by them or
their respective successors or assigns in any manner deemed necessary or
appropriate by them. 

10.03. Binding Nature. This Agreement shall be binding
unto the Parties and may only be terminated by: (i) the Buyer in the event of a
breach of any of the obligations of the Sellers under Sections 4.02 and 4.04
herein, or (ii) by Nanotech in the event of a breach of any of the obligations
of the Buyer under Sections 4.04 and 4.05 herein. 

10.04. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. 

10.05. Notices. Any notice or other communication
hereunder may be sent by any means (including facsimile or email or other
electronic means, provided that receipt thereof is acknowledged and confirmed by
the recipient) and shall be effective upon receipt; except that, if sent via
domestic certified mail or via international overnight courier such as Federal
Express, said notice shall be conclusively deemed to have been received by a
Party hereto and be effective on the earlier of (a) the actual date of receipt,
or, if earlier, (b) the third business day following the date given to the post
office or courier for delivery. In addition to such notices and communications
as shall be addressed to such Party at the address set forth at the outset of
this Agreement (or such other address as such Party shall specify to the other
Party in writing), mandatory copies, sent in such manner, shall be delivered to
the additional addressees set forth below: 

	As to Sellers: 	Nanotech Industries Inc. 
	  	950 John Daly blvd, Suite 260 
	  	Daly City, CA 94015 
	 	 
	  	Joseph Kristul 
	  	C/O Nanotech Industries Inc. 
	  	950 John Daly blvd, Suite 260 
	  	Daly City, CA 94015 
	 	 
	As to Buyer: 	EPOD Solar Inc 
	  	5 – 215 Neave Road 
	  	Kelowna British Columbia, Canada V1V 2L9 
	  	Attn: Michael Matvieshen, President
  


15 




10.06. Entire Agreement. This Agreement, together with
its schedules, exhibits and the other agreements to be entered into in
connection with the transactions contemplated hereby, constitutes the entire
understanding among the Parties and supersedes all other understandings and
agreements, oral or written, with respect to the subject matter hereof. 

10.07. Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for convenience only and
do not constitute a part of this Agreement. 

10.08. Equitable Remedies. In the event that any Party
to this Agreement shall default in the performance of any obligation, covenant
or agreement hereunder, the other Parties to this Agreement shall, in addition
to all other remedies which may be available to it, be entitled to injunctive
and equitable relief, including without limitation specific performance, and
shall be entitled to recover from the defaulting Party or Parties its costs and
expenses (including reasonable attorneys’ fees) incurred by it in securing such
injunctive or equitable relief. 

10.09. Severability. In the event that any provision of
this Agreement shall be held to be invalid or unenforceable by a court of
competent jurisdiction, the remainder of this Agreement should remain in full
force and effect and be interpreted as if such invalid or unenforceable
provision had not been a part hereof; provided, however, if any particular
portion of this Agreement shall be adjudicated invalid or unenforceable by
reason of the length of time or scope of applicability provided for herein, this
Agreement shall be deemed amended to diminish such time and/or reduce such scope
to the longest enforceable time and the broadest enforceable scope of
applicability. 

10.10. Assignment. Buyer shall be entitled to assign all
or part of its rights, title and interest under this Agreement to an Affiliate;
provided that such Affiliate shall assume the corresponding obligations of Buyer
under this Agreement. A copy of any assignment made hereunder shall be promptly
forwarded to EPOD. Sellers may not assign all or any part of their respective
rights, title and interest under this Agreement without the prior written
consent of Buyer. 

10.11. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the Parties herein and their successors
and permitted assigns. 

10.12. Publicity. No Party shall not issue nor cause the
publication of any press release or other announcement with respect to this
Agreement or the transactions contemplated hereby without the consent of the
other Parties, which consent shall not be unreasonably withheld, except where
such release or announcement is required by applicable Law or the rules of any
stock exchange, stock market or Governmental or Regulatory Authority having
authority over any Party.

(Signature page follows.) 

16 




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

	 	SELLERS: 
	 	 
	 	NANOTECH INDUSTRIES, INC. 
	 	 
	 	By: /s/: Joseph Kristul 
	 	Name: Joseph Kristul 
	 	Its: Chief Executive Officer 
	 	 
	 	JOSEPH KRISTUL 
	 	 
	 	/s/: Joseph Kristul
	 	 
	 	BUYER: 
	 	 
	 	EPOD SOLAR INC. 
	 	 
	 	By:/s/: Michael Matvieshen 
	 	Name: Michael Matvieshen 
	 	Its: President 






SCHEDULE A 

Nanotech Shareholders and Share Exchanges 




SCHEDULE B 

EPOD Shareholders 

	  	  	SHARES TO BE 	SHARES HELD POST 
	
    NAME OF
      HOLDER 
	
    SHARES HELD 
	
    CANCELLED 
	
    CANCELLATION 

	
    Michael Matvieshen 
	
                   
                 408,000 
	
    408,000 
	
    0 

	
    M124 BC Ltd. 
	
     
                         
           200,000 
	
    125,000 
	
    75,000 

	
    Doug 
	
                   
                 165,000 
	
    165,000 
	
    0 

	
    Peter 
	
     
                         
           165,000 
	
    165,000 
	
    0
  

	
    Satpal 
	
                   
                 165,000 
	
    165,000 
	
    0