EXHIBIT
10.31

     

    
      
        

      



    LLC
MEMBERSHIP INTEREST PURCHASE AGREEMENT

    


    BETWEEN

    


    CARDIOGENICS
HOLDINGS INC.

    AS
SELLER

    


    AND

    


    ROTHCOVE
PARTNERS LLC

    AS
BUYER

     

    
      
  

    February
10, 2010


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

     

    
      
        
          
            	
                    1.

                  	
                    PURCHASE
      OF LLC INTERESTS

                  	
                    4

                  
	 
      	
                    1.1

                  	
                    Sale
      of the LLC Interests

                  	
                    4

                  
	 
      	
                    1.2

                  	
                    Purchase
      Price

                  	
                    4

                  
	 
      	 
      	 
      	 
      
	
                    2.

                  	
                    CLOSING

                  	
                    4

                  
	 
      	
                    2.1

                  	
                    Closing

                  	
                    4

                  
	 
      	
                    2.2

                  	
                    Actions
      of Seller at Closing

                  	
                    4

                  
	 
      	
                    2.3

                  	
                    Actions
      of Buyer at Closing

                  	
                    4

                  
	 
      	
                    2.4

                  	
                    Taking
      of Necessary Action; Further Action

                  	
                    5

                  
	 
      	 
      	 
      	 
      
	
                    3.

                  	
                    REPRESENTATIONS
      AND WARRANTIES OF SELLER

                  	
                    5

                  
	 
      	
                    3.1

                  	
                    Organization

                  	
                    5

                  
	 
      	
                    3.2

                  	
                    Powers;
      Consents; Absence of Conflicts With Other Agreements

                  	
                    5

                  
	 
      	
                    3.3

                  	
                    Due
      Authorization; Binding Agreement

                  	
                    6

                  
	 
      	
                    3.4

                  	
                    Compliance
      With Laws; Permits

                  	
                    6

                  
	 
      	
                    3.5

                  	
                    Litigation
      or Proceedings

                  	
                    6

                  
	 
      	
                    3.6

                  	
                    Environmental
      Matters

                  	
                    6

                  
	 
      	
                    3.7

                  	
                    Taxes

                  	
                    6

                  
	 
      	
                    3.8

                  	
                    Employee
      Relations

                  	
                    7

                  
	 
      	
                    3.9

                  	
                    Inventory

                  	
                    7

                  
	 
      	
                    3.10

                  	
                    No
      Broker’s or Finder’s Fees

                  	
                    7

                  
	 
      	
                    3.11

                  	
                    No
      Undisclosed Liabilities

                  	
                    7

                  
	 
      	 
      	 
      	 
      
	
                    4.

                  	
                    REPRESENTATIONS
      AND WARRANTIES OF BUYER

                  	
                    7

                  
	 
      	
                    4.1

                  	
                    Existence
      and Capacity

                  	
                    7

                  
	 
      	
                    4.2

                  	
                    Powers;
      Consents; Absence of Conflicts With Other Agreements, Etc.

                  	
                    7

                  
	 
      	
                    4.3

                  	
                    Binding
      Agreement

                  	
                    7

                  
	 
      	
                    4.4

                  	
                    Proceedings

                  	
                    8

                  
	 
      	
                    4.5

                  	
                    No
      Broker‘s or Finder’s Fees

                  	
                    8

                  
	 
      	 
      	 
      	 
      
	
                    5.

                  	
                    COVENANTS

                  	
                    8

                  
	 
      	
                    5.1

                  	
                    Assumption
      of Accounts Payables

                  	
                    8

                  
	 
      	
                    5.2

                  	
                    Supplemental
      Schedules

                  	
                    8

                  
	 
      	
                    5.3

                  	
                    Payments

                  	
                    8

                  
	 
      	
                    5.4

                  	
                    Company
      Names

                  	
                    8

                  
	 
      	
                    5.5

                  	
                    Public
      Announcements

                  	
                    8

                  
	 
      	 
      	 
      	 
      
	
                    6.

                  	
                    TERMINATION

                  	
                    8

                  
	 
      	
                    6.1

                  	
                    Termination

                  	
                    8

                  
	 
      	
                    6.2

                  	
                    Effect
      of Termination

                  	
                    8

                  
	 
      	
                    6.3

                  	
                    Fees
      & Expenses

                  	
                    8

                  
	 
      	 
      	 
      	 
      
	
                    7.

                  	
                    MISCELLANEOUS

                  	
                    9

                  
	 
      	
                    7.1

                  	
                    Definitions

                  	
                    9

                  
	 
      	
                    7.2

                  	
                    Additional
      Assurances

                  	
                    11

                  
	 
      	
                    7.3

                  	
                    Cost
      of Transaction

                  	
                    11

                  


          

        

      

    

    
      
        

          
            
               


            

            
              2

              
                

              

            

            
               


            

          

        

      

    

     

    
      
        
          
            	 
      	
                    7.4

                  	
                    Choice
      of Law; Venue

                  	
                    11

                  
	 
      	
                    7.5

                  	
                    Waiver
      of Jury Trial

                  	
                    11

                  
	 
      	
                    7.6

                  	
                    Enforcement
      of Agreement

                  	
                    11

                  
	 
      	
                    7.7

                  	
                    Legal
      Fees and Costs

                  	
                    11

                  
	 
      	
                    7.8

                  	
                    Survival

                  	
                    11

                  
	 
      	
                    7.9

                  	
                    Notice

                  	
                    11

                  
	 
      	
                    7.10

                  	
                    Benefit/Assignment

                  	
                    12

                  
	 
      	
                    7.11

                  	
                    No
      Third Party Beneficiaries

                  	
                    12

                  
	 
      	
                    7.12

                  	
                    Waiver
      of Breach

                  	
                    12

                  
	 
      	
                    7.13

                  	
                    Interpretation

                  	
                    12

                  
	 
      	
                    7.14

                  	
                    Severability

                  	
                    12

                  
	 
      	
                    7.15

                  	
                    Gender
      and Number

                  	
                    12

                  
	 
      	
                    7.16

                  	
                    Divisions
      and Headings

                  	
                    12

                  
	 
      	
                    7.17

                  	
                    Entire
      Agreement

                  	
                    12

                  
	 
      	
                    7.18

                  	
                    Amendment

                  	
                    13

                  
	 
      	
                    7.19

                  	
                    Counterparts

                  	
                    13

                  


          

        

      

    

    
      
         

      

    

    SCHEDULES

    


    
      
        
          	
                  Description

                	 
      	
                  Schedule

                
	 
      	 
      	 
      
	
                  Accounts
      Payables

                	 
      	
                  1.2

                
	
                  Seller’s
      Disclosure Schedule

                	 
      	
                  3

                
	
                  Buyer’s
      Disclosure Schedule

                	 
      	
                  4

                


        

      

    

    


    EXHIBITS

    


    
      
        
          
            
              	
                      Exhibit
      A

                    	
                      LLC
      Interest Assignment

                    	
                       

                    


            

          

        

      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    LLC MEMBERSHIP INTEREST
PURCHASE AGREEMENT

     

    This LLC
Membership Interest Purchase Agreement (“Agreement”) is entered into on
February 10, 2010, between CARDIOGENICS HOLDINGS INC., a Nevada corporation with
a principal place of business at 6295 Northam Drive, Unit 8, Mississauga,
Ontario L4V 1W8  (“Seller”) and ROTHCOVE PARTNERS
LLC, a Nevada limited liability company with a principal place of business at 45
Roth Cove, Hamlin, NY 11464 (“Buyer”).  

     

    A.           Pixaya
LLC, a Delaware limited liability company (“Pixaya”) is the sole
shareholder of Pixaya (UK) Limited, a corporation organized under the laws of
the country of England (“Pixaya
UK”);

    


    B.           Seller
owns all of the Equity Interests in Pixaya LLC (the “LLC
Interests”)

     

    C.           Seller
desires to sell the LLC Interests to Buyer, and Buyer desires to purchase the
LLC Interests from Seller.

    


    D.           Each
of Pixaya and Pixaya UK are sometimes referred to herein individually as a “Company” and collectively as
the “Companies.”
Capitalized terms in this Agreement are defined where used or in
Section 6.1.

     

    Intending
to be legally bound, the parties agree as follows:

     

    1.           PURCHASE
OF LLC INTERESTS.

     

    1.1           Sale of the LLC
Interests.  On and subject to the terms and conditions of this
Agreement, at Closing, Seller shall sell, assign, transfer and deliver the LLC
Interests to Buyer, free and clear of all Encumbrances. The assignment of the
LLC Interests shall be in the form set forth in Exhibit A (the “LLC Interest Assignment”).
The purchase of the LLC Interests by Buyer is referred to herein as the “Acquisition”.

     

    1.2           Purchase
Price.  The purchase price deemed paid by Buyer for the LLC
Interests shall be $100,000, which purchase price reflects the assumption by
Buyer of the Companies’ accounts payable set forth in Schedule 1.2 (the “Accounts
Payable“).

    


    2.           CLOSING.

     

    2.1           Closing.  Upon
the terms and subject to the conditions hereinbefore and hereinafter set forth,
the consummation of this Agreement and the Acquisition contemplated herein (the
"Closing") shall take
place at such time and place on February 11, 2010, or on such other date as is
agreed to by the parties (the “Closing Date”). The
transactions contemplated by this Agreement will be effective for accounting
purposes as of 12:00:01 a.m. (Eastern Time) on the Closing Date (“Effective Time”).

     

    2.2           Actions of Seller
at Closing.  At or prior to Closing, Seller shall deliver to
Buyer the following:

     

    (a)           Assignment.  The
LLC Interest Assignment signed by Seller;

     

    (b)           Authorizing
Resolutions.  Copies of resolutions duly adopted by Seller
authorizing and approving its performance of the transactions contemplated
hereby and the execution and delivery of this Agreement and the Transaction
Documents, certified as true and in full force as of the Closing
Date;

      

    (c)           Resignations.  Resignations
of the officers, directors and managers of each Company effective as of the
Effective Time;

    


    (d)           Software Source Code.
The source code for Pixaya UK’s “Survayacam” software product on CD or DVD;
and

     

    (e)           Other.  Such
other instruments and documents as Buyer may reasonably request to effect the
transactions contemplated hereby.

     

    2.3           Actions of Buyer
at Closing.  At Closing, Buyer shall deliver to Seller the
following:

     

    (a)           Payment.  The
amount due pursuant to Section 1.2(a); and

     

    (b)           Authorizing
Resolutions.  Copies of resolutions duly adopted by Buyer
authorizing and approving its performance of the transactions contemplated
hereby and the execution and delivery of this Agreement and the Transaction
Documents, certified as true and in full force as of the Closing
Date.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    2.4           Taking
of Necessary Action; Further Action.  Buyer and Seller will
take all reasonable and lawful action as may be necessary or appropriate in
order to effectuate the Acquisition in accordance with this Agreement as
promptly as possible.

      

    3.           REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Seller
hereby represents and warrants to Buyer as follows, subject to any exceptions to
such warranties and representations as may be specified in the Seller’s
Disclosure Schedule:

    


    3.1           Organization.

     

    (a)           Seller.  Seller
(i) is a corporation duly organized, validly existing and in good standing under
the laws of the state of its organization, and (ii) has full power and authority
to conduct its business as it is now being conducted and to execute and deliver,
and to carry out the transactions on its part contemplated by, this
Agreement.

    


    (b)           Company.  Pixaya
(i) is a limited liability company duly organized, validly existing and in good
standing under the laws of the state of its organization and (ii) has the
limited liability company power and authority to own or lease and to operate its
assets and to conduct its business as currently conducted.

     

    (c)           Capitalization of
Pixaya.  The LLC Interests constitute all of the Equity
Interests in Pixaya, have been duly authorized, are validly issued, have no
outstanding capital contribution obligations, and were not issued in violation
of any preemptive rights, options, rights of first refusal or other preferential
rights of subscription or purchase of any Person.  There are not any
outstanding (i) options, warrants, calls, commitments, pre-emptive rights,
agreements or other rights to purchase any Equity Interests in Pixaya, (ii)
securities convertible into or exchangeable for any Equity Interests in Pixaya,
(iii) equity-based awards or rights relating to or valued by reference to the
equity of Pixaya, (iv) other commitments of any kind for the issuance of
additional Equity Interests or options, warrants or other securities of Pixaya,
or (v) registration rights agreements or other agreements or understandings to
which Pixaya is a party or by which it or Seller are bound relating to the
voting or disposition of any Equity Interests of Pixaya.  Other than
Pixaya UK, Pixaya does not own, directly or indirectly, any shares of capital
stock or other Equity Interests, or securities or interests convertible into or
exchangeable for capital stock or Equity Interests in any other
Person.  Seller has good and marketable title to and owns all of the
LLC Interests, beneficially and of record, free and clear of any and all
Encumbrances.  Seller has full voting power over the LLC Interests,
subject to no proxy, voting trust or other agreement relating to the voting of
any of the LLC Interests.  Other than this Agreement, there is no
agreement with respect to the disposition of the LLC Interests.

     

    (d)           Capitalization of Pixaya
UK.  Pixaya owns all of the Equity Interests in Pixaya UK
(“Subsidiary
Interests”), all of which have been duly authorized, are validly issued,
have no outstanding capital contribution obligations, and were not issued in
violation of any preemptive rights, options, rights of first refusal or other
preferential rights of subscription or purchase of any Person.  There
are not any outstanding (i) options, warrants, calls, commitments, pre-emptive
rights, agreements or other rights to purchase any Subsidiary Interests, (ii)
securities convertible into or exchangeable for any Subsidiary Interests, (iii)
equity-based awards or rights relating to or valued by reference to any
Subsidiary Interests, (iv) other commitments of any kind for the issuance of
additional equity interests or options, warrants or other securities of Pixaya
UK, or (v) registration rights agreements or other agreements or understandings
to which Pixaya UK is a party or by which Pixaya UK or Pixaya are bound relating
to the voting or disposition of any Subsidiary Interests.  Pixaya UK does
not own, directly or indirectly, any shares of capital stock or other Equity
Interests, or securities or interests convertible into or exchangeable for
capital stock or Equity Interests in any other Person.   Other than
this Agreement, there is no agreement with respect to the disposition of the
Subsidiary Interests.

    


    3.2           Powers; Consents;
Absence of Conflicts With Other Agreements.  The execution,
delivery, and performance by Seller of this Agreement and all other agreements
referenced herein, or ancillary hereto, to which Seller is a party, and the
consummation by Seller of the transactions contemplated by this Agreement and
the Transaction Documents, as applicable:


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    (a)           do
not require any approval or consent to be obtained by Seller or any Company
from, or filing required to be made by Seller or any Company with, any
Governmental Agency bearing on the validity of this Agreement which is required
by Law;

     

    (b)           will
not conflict with, result in any breach or contravention of, or the creation of
any Encumbrance under, any indenture, agreement, lease, instrument or
understanding to which Seller or any Company is a party or by which Seller or
any Company is bound;

     

    (c)           will
not violate any Law to which Seller or any Company may be subject;
and

     

    (d)           will
not violate any Governmental Order to which Seller or any Company may be
subject.

     

    3.3           Due
Authorization; Binding Agreement.  Seller has the right, power,
legal capacity and authority to enter into and perform this
Agreement.  The execution, delivery and performance of this Agreement
has been duly authorized by all necessary action on the part of Seller, and no
other proceedings on the part of Seller are necessary to authorize this
Agreement and the consummation of the transactions contemplated
hereby.  This Agreement and all Transaction Documents are and will
constitute the valid and legally binding obligations of Seller and are and will
be enforceable against Seller in accordance with the respective terms hereof or
thereof, except as limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting the enforcement of creditor’s rights
generally from time to time in effect.

     

    3.4           Compliance With
Laws; Permits.

     

    (a)           Compliance with
Laws.  Each Company has complied, and is now complying, with
all Laws applicable to it or its business, properties or assets.

     

    (b)           Permits.  All
Permits required for each Company to conduct its business have been obtained and
are valid and in full force and effect. All fees and charges with respect to
such Permits as of the date hereof have been paid in full.

      

    3.5           Litigation or
Proceedings.

     

    (a)           No
Actions.  There are no Actions pending or, to Seller’s
Knowledge, threatened (i) against or by any Company or affecting any of their
properties or assets; or (iii) against or by any Company, Seller or any
Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise
delay the transactions contemplated by this Agreement.  No event has
occurred or circumstances exist that may give rise to, or serve as a basis for,
any such Action.

    


    3.6           Environmental
Matters.

     

    (a)           Compliance.  Each
Company is currently and has been in compliance with all Environmental Laws and
has not, and Seller has not received from any Person any: (i) Environmental
Notice or Environmental Claim, or (ii) written request for information pursuant
to Environmental Law.

     

    3.7           Taxes.

     

    (a)           Tax Returns. The
Companies have each filed all Tax Returns or extensions that they were required
to file under applicable laws and regulations. All such Tax Returns were correct
and complete in all respects and were prepared in compliance with all applicable
laws and regulations. All Taxes due and owing by Seller or any Company (whether
or not shown on any Tax Return) have been paid.

     

    (b)           Withholding.  Each
Company has withheld and paid all Taxes required to have been withheld and paid
in connection with any amounts paid or owing to any Employee.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (c)           No
Assessments.  No taxing authority is expected to assess any
additional Taxes for any period for which Tax Returns have been
filed.  No foreign, federal, state, or local Tax audits or
administrative or judicial Tax proceedings are pending or being conducted with
respect to any Company.

     

    3.8           Employee
Relations.  Neither Company has any Employees.  No
amounts are owed or accrued with respect to any Employees as of the Closing
Date.  All amounts payable to Employees have been paid in full and
there are no outstanding agreements, understandings or commitments of any
Company with respect to any commissions, bonuses or increases in
compensation.  

     

    3.9           Inventory.  Neither
of the Companies has any inventory.

      

    3.10         No Broker’s or
Finder’s Fees.  Neither Seller nor any of the Companies have
engaged or are liable for the payment of any fee to any finder, broker or
similar Person in connection with the transactions described in this
Agreement.

      

    3.11         No Undisclosed
Liabilities.  No Company has any liabilities of any nature
whatsoever, asserted or unasserted, known or unknown, absolute or contingent,
accrued or unaccrued, matured or unmatured or otherwise, except for the Accounts
Payable.

    


    4.           REPRESENTATIONS
AND WARRANTIES OF BUYER.  As of the Closing, Buyer represents
and warrants to Seller the following:

     

    4.1           Existence and
Capacity.  Buyer has the requisite limited liability company
power and authority to enter into this Agreement, to perform its obligations
hereunder, and to conduct its business as now being conducted.

     

    4.2           Powers; Consents;
Absence of Conflicts With Other Agreements, Etc.  The
execution, delivery, and performance by Buyer of this Agreement and all other
agreements referenced herein, or ancillary hereto, to which Buyer is a party,
and the consummation of the transactions contemplated herein by
Buyer:

     

    (a)           are
within its statutory powers, are not in contravention of law or of the terms of
its organizational documents, and have been duly authorized by all appropriate
action of its governing body;

     

    (b)           do
not require any approval or consent required to be obtained by Buyer of, or
filing required to be made by Buyer with, any governmental agency or authority
bearing on the validity of this Agreement which is required by law or the
regulations of any such agency or authority;

     

    (c)           will
neither conflict with, nor result in any breach or contravention of, or the
creation of any lien, charge or encumbrance under, any indenture, agreement,
lease, instrument or understanding to which Buyer is a party or by which Buyer
is bound;

     

    (d)           will
not violate any statute, law, rule, or regulation of any governmental authority
to which Buyer may be subject; and

     

    (e)           will
not violate any judgment, decree, writ, or injunction of any court or
governmental authority to which Buyer may be subject.

     

    4.3           Binding
Agreement.  This Agreement and all agreements to which Buyer
will become a party pursuant hereto are and will constitute the valid and
legally binding obligations of Buyer, and are and will be enforceable against
Buyer in accordance with the respective terms hereof and thereof, except as
limited by applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting the enforcement of creditor’s rights generally from
time to time in effect.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    4.4           Proceedings.  There
are no claims, actions, proceedings or investigations pending or, to the
Knowledge of Buyer, threatened, challenging the validity or propriety of the
transactions contemplated by this Agreement.

     

    4.5           No Broker‘s or
Finder’s Fees.  Neither Buyer nor its Affiliates have engaged
or are liable for the payment of any fee to any finder, broker or similar Person
in connection with the transactions described in this Agreement.

     

    5.           COVENANTS
& ADDITIONAL AGREEMENTS

      

    5.1           Assumption of
Accounts Payable. Buyer acknowledges and agrees that the Accounts Payable
shall remain the sole responsibility of the respective Companies
post-Closing.

    


    5.2         
 Supplemental
Schedules. Buyer and Seller may (but will not be required to) from time
to time prior to the Closing Date, by notice in accordance with the Agreement,
supplement or amend their respective disclosure schedules hereto, including
without limitation one or more supplements or amendments to correct any matter
which would otherwise constitute a breach of any representation, warranty or
covenant herein contained.  

    


    5.3           Payments.  Upon
request by Buyer, Seller shall direct all applicable Persons to deliver all
invoices and payments related to any Company in accordance with Buyer’s
instructions.

     

    5.4     
     Company
Names.  Within 15 days after the Closing Date, Seller shall
remove all references to any Company from their websites, cease all use of any
Company name, and cease all use of the domain names owned by the
Companies.

     

    5.5      
    Public
Announcements.  Buyer shall not make any press release with
respect to the Acquisition or this Agreement or make any public statement
without the prior consent of Seller, which consent may be granted or withheld by
Seller in its sole discretion.

    


     6.           TERMINATION

     

    6.1           Termination.  This
Agreement may be terminated at any time prior to the Closing Date,
notwithstanding approval thereof by Seller’s board of directors:

     

    (a)           by
mutual written consent authorized by the Managing Member of Buyer and the Board
of Directors Seller; or

     

    (b)           by
either Buyer or Seller if the Acquisition shall not have been consummated by
February 28, 2010 (provided that the right to terminate this Agreement under
this Section shall not be available to a party whose failure to fulfill any
obligation under this Agreement has been the cause of or resulted in the failure
of the Acquisition to occur on or before such date); or

     

    (c)           by
either Buyer or Seller if a court of competent jurisdiction or governmental,
regulatory or administrative agency or commission shall have issued a
nonappealable final order, decree or ruling or taken any other action having the
effect of permanently restraining, enjoining or otherwise prohibiting the
Acquisition.

     

    6.2          Effect of
Termination.           In
the event of a termination of this Agreement pursuant to this Section, this
Agreement shall forthwith become void and there shall be no liability on the
part of any party hereto or any of its Affiliates, directors, officers,
stockholders or members except (i) as set forth in Section 6.3 below,
and (ii) nothing herein shall relieve any party from liability for any breach
hereof occurring prior to termination.

     

    6.3          Fees and
Expenses.               All
fees and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such
expenses, whether or not the Acquisition is consummated.


    
      
         


      

      
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    7.           MISCELLANEOUS

     

    7.1           Definitions.  In
this Agreement, the following terms have the following meanings:

     

    “Action” means any claim,
action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
violation, proceeding, litigation, citation, summons, subpoena or investigation
of any nature, civil, criminal, administrative, regulatory or otherwise, whether
at law or in equity.

     

    “Affiliate” of a Person means
any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with,
such Person. The term “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.

     

    “Agents” means, with respect to
any Person, any and all directors, managers, officers, employees, consultants,
financial advisors, bankers, attorneys, accountants and other agents of such
Person.

      

    “Business Day” means any day
except Saturday, Sunday or any other day on which commercial banks located in
New York City are authorized or required by Law to be closed for
business.

     

    “Buyer’s Knowledge” or “Knowledge of Buyer” or any
similar phrase means all facts and circumstances known by any manager, officer,
director or key employee of Buyer.

     

    “Code” means the Internal
Revenue Code of 1986, as amended.

       

    “Employees” means any current
or former employees, agents, consultants, or contractors of any
Company.

     

    “Encumbrance” means any charge,
claim, community property interest, pledge, condition, equitable interest, lien
(statutory or other), option, security interest, mortgage, easement,
encroachment, right of way, right of first refusal, or restriction of any kind,
including any restriction on use, voting, transfer, receipt of income or
exercise of any other attribute of ownership.

     

    “Environmental Claim” means any
Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement
or judgment arising therefrom, by or from any Person alleging liability of
whatever kind or nature (including liability or responsibility for the costs of
enforcement proceedings, investigations, cleanup, governmental response, removal
or remediation, natural resources damages, property damages, personal injuries,
medical monitoring, penalties, contribution, indemnification and injunctive
relief) arising out of, based on or resulting from: (a) the presence, Release
of, or exposure to, any Hazardous Materials; or (b) any actual or alleged
non-compliance with any Environmental Law or term or condition of any
Environmental Permit.

     

    “Environmental Law” means any
applicable Law, and any Governmental Order or binding agreement with any
Governmental Authority: (a) relating to pollution (or the cleanup thereof) or
the protection of natural resources, endangered or threatened species, human
health or safety, or the environment (including ambient air, soil, surface water
or groundwater, or subsurface strata); or (b) concerning the presence of,
exposure to, or the management, manufacture, use, containment, storage,
recycling, reclamation, reuse, treatment, generation, discharge, transportation,
processing, production, disposal or remediation of any Hazardous
Materials.  The term “Environmental Law” includes, without limitation,
the following (including their implementing regulations and any state analogs):
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42
U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource
Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid
Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution
Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§
1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§
2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air
Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety
and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


     “Environmental Notice” means
any written directive, notice of violation or infraction, or notice respecting
any Environmental Claim relating to actual or alleged non-compliance with any
Environmental Law or any term or condition of any Environmental
Permit.

     

    “Environmental Permit” means
any Permit, letter, clearance, consent, waiver, closure, exemption, decision or
other action required under or issued, granted, given, authorized by or made
pursuant to Environmental Law.

     

    “Equity Interests” mean
membership interests, limited liability company interests and other ownership
interests.

       

    “Governmental Authority” means
any federal, state, local or foreign government or political subdivision
thereof, or any agency or instrumentality of such government or political
subdivision, or any self-regulated organization or other non-governmental
regulatory authority or quasi-governmental authority (to the extent that the
rules, regulations or orders of such organization or authority have the force of
Law), or any arbitrator, court or tribunal of competent
jurisdiction.

     

    “Governmental Order” means any
order, writ, judgment, injunction, decree, stipulation, determination or award
entered by or with any Governmental Authority.

     

    “Hazardous Materials” means:
(a) any material, substance, chemical, waste, product, derivative, compound,
mixture, solid, liquid, mineral or gas, in each case, whether naturally
occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of
similar import or regulatory effect under Environmental Laws; and (b) any
petroleum or petroleum-derived products, radon, radioactive materials or wastes,
asbestos in any form, lead or lead-containing materials, urea formaldehyde foam
insulation and polychlorinated biphenyls.

     

    “Law” means any statute, law,
ordinance, regulation, rule, code, order, constitution, treaty, common law,
judgment, decree, other requirement or rule of law of any Governmental
Authority.

      

    “Material Adverse Effect” means
any event, occurrence, fact, condition or change that is, or is reasonably
expected to become, individually or in the aggregate, materially adverse to (a)
the business, results of operations, prospects, condition (financial or
otherwise) or assets of any Company, or (b) the ability of any party to
consummate the transactions contemplated hereby on a timely basis.

     

     “Permits” means all permits,
licenses, franchises, approvals, authorizations, registrations, certificates,
variances and similar rights obtained, or required to be obtained, from
Governmental Authorities.

     

    “Person” means an individual,
corporation, partnership, joint venture, limited liability company, Governmental
Authority, unincorporated organization, trust, association or other
entity.

         

    “Real Property” means the real
property owned, leased or subleased by the Companies, together with all
buildings, structures and facilities located thereon.

     

    “Release” means any actual or
threatened release, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, abandonment, disposing or
allowing to escape or migrate into or through the environment (including,
without limitation, ambient air (indoor or outdoor), surface water, groundwater,
land surface or subsurface strata or within any building, structure, facility or
fixture).

    


    “Seller’s Knowledge” or “Knowledge of Seller” or any
similar phrase means all facts and circumstances known by Yahia Gawad, without a
duty of inquiry.

    


    “Tax” or “Taxes” means any federal,
state, local, or foreign income, gross receipts, license, payroll, employment,
excise, severance, stamp, occupation, premium, windfall profits, environmental
(including taxes under Code §59A), customs duties, capital stock, franchise,
profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax of any kind
whatsoever, including any interest, penalty, or addition thereto, whether
disputed or not and including any obligations to indemnify or otherwise assume
or succeed to the tax liability of any other Person.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “Tax Return” means any return,
declaration, report, claim for refund, information return or statement or other
document relating to Taxes, including any schedule or attachment thereto, and
including any amendment thereof.

     

    “Transaction Documents” means
this Agreement and each other agreement entered into pursuant to this
Agreement.

      

    7.2           Additional
Assurances.  From time to time after Closing, either party
shall execute and deliver such other instruments and take such other actions as
is reasonably requested to give effect to the transactions contemplated by this
Agreement.

     

    7.3           Cost of
Transaction.  Whether or not the transactions contemplated
hereby are consummated:  (i) Seller shall pay the fees, expenses, and
disbursements of Seller and its agents, accountants, and legal counsel incurred
in connection with this Agreement; and (ii) Buyer shall pay the fees, expenses,
and disbursements of Buyer and its agents, accountants and legal counsel
incurred in connection with this Agreement.

     

    7.4           Choice of Law;
Venue.  This Agreement will be governed by and construed in
accordance with the laws of the State of New York, without regard to conflict of
laws principles.  Exclusive venue for any action arising out of or
related to this Agreement will be in state or federal court located in the
County of New York, New York, and each party consents to the jurisdiction of
such courts and waives any defense based on lack of personal jurisdiction or
inconvenient forum. 

    


    7.5           Waiver of Jury
Trial.  EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY
HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATED TO THIS AGREEMENT BE TRIED BY JURY.  EACH PARTY KNOWINGLY AND
VOLUNTARILY WAIVES ITS RIGHT TO DEMAND TRIAL BY JURY.

     

    7.6           Enforcement of
Agreement.  Irreparable damage would occur if any of the
provisions of this Agreement was not performed in accordance with its terms or
was breached.  The parties are entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms, in addition to any other remedy to which they are entitled at law or
in equity.

     

    7.7           Legal Fees and
Costs.  In the event a party incurs any damages, claims, loss,
cost or liability whatsoever (including attorneys’ fees and any third party
claims) arising out of or related to any misrepresentation, breach or inaccuracy
of any representation or warranty contained in this Agreement, breach of this
Agreement or action to enforce this Agreement (collectively, “Damages”), the prevailing
party, as determined by a court of competent jurisdiction, will be entitled to
recover such Damages and all legal expenses, including, without limitation,
reasonable attorneys’ fees, costs, and necessary disbursements, in addition to
any other relief to which such party shall be entitled by law.  The
parties shall use reasonable efforts to mitigate Damages, and the cost of such
efforts to mitigate shall constitute Damages.  No party may recover
Damages to the extent that such Damages result from that party’s own
misrepresentations, negligence or misconduct.

     

    7.8           Survival.  The
representations, warranties and covenants of the parties shall survive Closing
and shall not be affected or deemed waived by reason of any investigation made
by or on behalf of any party (including by any of its representatives) or by
reason of the fact that any party or any of its representatives knew or should
have known that any such representation or warranty is, was or might be
inaccurate.

     

    7.9           Notice.  Any
notice, demand, or communication required, permitted, or desired to be given
hereunder will be effective when personally delivered, when received by
confirmed overnight delivery from a reputable carrier, or five (5) days after
being deposited in the United States mail, postage prepaid, certified or
registered mail, return receipt requested, addressed as
follows:


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      
        
          	
                  Seller:

                	
                  CardioGenics
      Holdings Inc.

                
	 
      	
                  6295
      Northam Drive, Unit 8

                
	 
      	
                  Mississauga,
      Ontario L4V 1W8 Canada

                
	 
      	
                  Attention:
      Yahia Gawad, CEO

                
	 
      	 
      
	
                  Buyer:

                	
                  Rothcove
      Partners LLC

                
	 
      	
                  45
      Roth Cove

                
	 
      	
                  Hamlin,
      New York 11464

                
	 
      	
                  Attention:
      Ronald Logory,

                


        

      

    

    


    or to
such other address, and to the attention of such other Person or officer as any
party may designate, with copies thereof to the respective counsel thereof as
notified by such party.

     

    7.10         Benefit/Assignment.  This
Agreement inures to the benefit of and is binding upon the parties hereto and
their respective legal representatives, successors, and assigns.  No
party may directly or indirectly, including by assignment, operation of law or
change of control, transfer or assign this Agreement without the prior written
consent of the other parties; provide that, following Closing, Buyer may do so
without the consent of any other party.

     

    7.11         No Third Party
Beneficiaries.  This Agreement is intended solely for the
benefit of Buyer and Seller and their respective permitted successors or
assigns, and does not confer third-party beneficiary rights upon any
Person.

     

    7.12         Waiver of
Breach.  The waiver by any party of a breach or violation of
any provision of this Agreement is not a waiver of any subsequent breach of the
same or any other provision hereof.

     

    7.13         Interpretation.  For
purposes of this Agreement, (a) the words “include,” “includes” and “including”
shall be deemed to be followed by the words “without limitation”; (b) the word
“or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto”
and “hereunder” refer to this Agreement as a whole. This Agreement is to be
construed without regard to any presumption or rule requiring construction or
interpretation against the party drafting an instrument or causing any
instrument to be drafted. Schedules and exhibits referred to herein shall be
construed with, and as an integral part of, this Agreement to the same extent as
if they were set forth verbatim herein.

     

    7.14         Severability.  If
any term or provision of this Agreement is invalid, illegal or unenforceable in
any jurisdiction, such invalidity, illegality or unenforceability will not
affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction. Upon such
determination that any term or other provision is invalid, illegal or
unenforceable, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated hereby be consummated as originally contemplated to the greatest
extent possible.

     

    7.15         Gender and
Number.  Whenever the context of this Agreement requires, the
gender of all words herein includes the masculine, feminine, and neuter, and the
number of all words herein includes the singular and plural.

     

    7.16         Divisions and
Headings.  The division of this Agreement into articles,
sections and subsections and the use of captions and headings are for
convenience and have no legal effect in construing the provisions of this
Agreement.

     

    7.17         Entire
Agreement.  This Agreement, including all exhibits and
schedules hereto, and the Transaction Documents, supersedes all previous
contracts, and constitutes the entire agreement among the parties regarding its
subject matter.  No party is entitled to benefits other than those
specified herein.  No oral statements or prior written material not
specifically incorporated herein is of any force or effect.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    7.18         Amendment.  This
Agreement may be amended, modified or supplemented only by an agreement in
writing signed by each party hereto.

     

    7.19         Counterparts.  This
Agreement may be executed in counterparts, each of which will be an original,
and all of which together will be one and the same agreement.  A
signed copy of this Agreement delivered by facsimile, e-mail or other means of
electronic transmission will have the same legal effect as delivery of an
original signed copy of this Agreement.

    


    {SIGNATURES
APPEAR ON FOLLOWING PAGE}


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    The
parties have executed this Agreement in multiple originals as of the date first
above written.

     

    
      
        
          
            	 
      	
                    SELLER:

                  
	 
      	 
      
	 
      	
                    CARDIOGENICS
      HOLDINGS INC.

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/  

                  
	 
      	 
      	
                     
      Yahia Gawad,
      CEO

                  
	 
      	 
      	 
      
	 
      	
                    BUYER:

                  
	 
      	 
      
	 
      	
                    ROTHCOVE
      PARTNERS LLC

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    /s/  

                  
	 
      	 
      	
                    Roneld
      Logory, Managing
      Member

                  


          

        

      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    SCHEDULES

    


    NOTES
TO DISCLOSURE SCHEDULES

     

    These
Schedules are being furnished in connection with the LLC Membership Interest
Purchase Agreement dated as of February 10, 2010 (the “Agreement”) between Buyer and
Seller as referred to therein.  Capitalized terms used and not
otherwise defined herein have the meanings assigned to such terms contained in
the Agreement.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE
1.2

    


    ACCOUNTS
PAYABLE

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    PAYABLE

                                                  	 	
                                                    AMOUNT

                                                  	 
	
                                                    Premier
      Global

                                                  	 	$	261.65	 
	
                                                    WebEx
      Communications

                                                  	 	$	1,200.00	 
	
                                                    eFax
      Corporate

                                                  	 	$	136.93	 
	
                                                    Woodbourne
      Solutions

                                                  	 	$	6,600.00	 
	
                                                    Miscellaneous

                                                  	 	$	6,629.78	 
	
                                                    TOTAL

                                                  	 	$	14,828.36	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
1.2

    


    PIXAYA LLC
PAYABLES

     

    PIXAYA (UK)
PAYABLES

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                PAYABLE

                              	 	
                                AMOUNT (£GBP)

                              	 	 	
                                AMOUNT($US)

                              	 
	
                                HSBC
      Overdraft

                              	 	£	22,596.17	 	 	$	37,197.80	 
	
                                HSBC
      Lease

                              	 	£	1,098.03	 	 	$	1,807.58	 
	
                                HSBC
      Credit Card Machine Lease

                              	 	£	35.26	 	 	$	58.05	 
	
                                BT
      (Telephone Line)

                              	 	£	59.88	 	 	$	98.57	 
	
                                Utility
      Warehouse (Phone Usage)

                              	 	£	15.38	 	 	$	25.32	 
	
                                Orange
      (Mobile Phone)

                              	 	£	427.28	 	 	$	703.39	 
	
                                Griffin
      (Internet)

                              	 	£	47.77	 	 	$	78.64	 
	
                                Vodafone
      (Data Card)

                              	 	£	187.60	 	 	$	308.83	 
	
                                Kirklees
      (Refuse Collection)

                              	 	£	34.55	 	 	$	56.88	 
	
                                Powergen
      (Electric)

                              	 	£	-183.00	 	 	$	-301.26	 
	
                                DHL
      (International Courier)

                              	 	£	828.60	 	 	$	1,364.04	 
	
                                Keyways
      Publishing (Magazines)

                              	 	£	25.00	 	 	$	41.16	 
	
                                VAT

                              	 	£	1,776.78	 	 	$	2,924.94	 
	
                                PAYE
      (Employee Taxes)

                              	 	£	11,781.87	 	 	$	19,395.30	 
	
                                NI
      (National Health Ins.)

                              	 	£	13,007.17	 	 	$	21,412.40	 
	
                                TOTAL

                              	 	£	51,738.34	 	 	$	85,171.64	 
	
                                *Based
      on £1.00=$1.6462

                              	 	 	 	 	 	 	 	 


                      

                      

                        TOTAL
PAYABLES (PIXAYA & PIXAYA
UK)           -           $100,000.00

                         

                        
                          
                            
                            

                          

                          
                            
                            

                            
                              

                            

                          

                          
                            
                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    SCHEDULE
3

    


    SELLER’S
DISCLOSURE SCHEDULE



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE
3

    


    SELLER’S DISCLOSURE
SCHEDULE

    


    §3.7 –
Any taxes set forth in the Accounts Payable in Schedule 1.2.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE
4

    


    BUYER’S
DISCLOSURE SCHEDULE



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    SCHEDULE
4

    


    BUYER’S DISCLOSURE
SCHEDULE

    


    No
Exceptions.



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBITS


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    EXHIBIT
A

    


    LLC
INTEREST ASSIGNMENT



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    ASSIGNMENT
OF MEMBERSHIP INTEREST

    


    THIS
ASSIGNMENT OF MEMBERSHIP INTEREST (this "Assignment") dated as of February 11,
2010 is made by and between CARDIOGENICS HOLDINGS INC. ("Assignor") and ROTHCOVE
PARTNERS LLC ("Assignee").

    


    RECITALS

     

    A.          
Assignor is the holder of a 100% membership interest (the "Membership Interest")
in PIXAYA LLC, a Delaware limited liability company ("Pixaya"); and

    


    B.           Assignor
desires to transfer and assign to Assignee the Membership Interest pursuant to
the terms of that certain LLC Membership Interest Purchase Agreement dated
February 10, 2010 between Assignor and Assignee (the “Purchase Agreement”);
and

    


    C.           Assignee
desires to accept the assignment of the Membership Interest and to accept and
assume the terms and conditions of the Operating Agreement of Pixaya, as amended
or restated (the "Operating Agreement") with respect to the Membership
Interest.

    


    In
consideration of the premises, the mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto do hereby agree as
follows:

    


    1.
Assignment. Subject to the terms and conditions this Assignment and the
Purchase Agreement, Assignor hereby transfers and assigns to Assignee the
Membership Interest.

    


    2. Admission as
Substituted Member. As of the date hereof, and subject to the terms and
conditions of this Assignment, Assignee shall become a substituted member in
Pixaya with respect to the Membership Interest in compliance with the terms of
the Operating Agreement.

    


    3. Assumption.
Assignee agrees to accept, adopt and be bound by the terms, provisions
and conditions of the Operating Agreement.

    


    4.
Representations by Assignor. Assignor does hereby represent and warrant
to Assignee that: (i) Assignor is the legal and beneficial owner and holder of
the Membership Interest and (ii) the Membership Interest is not subject to any
lien or assessment by any of Assignor's creditors or by any other person or
entity.

    


    5. Successors and
Assigns. This Assignment shall be binding upon and inure to the benefit
of each of the parties hereto and their respective heirs, legal representatives,
successors and assigns.

    


    6.
General Provisions.

    


    (a) Entire
Agreement. This Assignment supersedes any prior or contemporaneous
understandings or agreements between the parties respecting the subject matter
hereof and constitutes the entire understanding and agreement between the
parties with respect to the assignment of the Membership Interest.

    


    (b) Governing
Law. This Assignment shall be governed by and construed in accordance
with the laws of the State of New York.



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    (c) Further
Assurances. The parties hereto covenant and agree that they will execute
such further instruments and documents as may be necessary or convenient to
effectuate and carry out the transaction contemplated by this
Assignment.

    


    (d) Counterpart
Execution. This Assignment may be executed in any number of counterparts,
all of which together shall for all purposes constitute one agreement, binding
on all the parties hereto, notwithstanding that all the parties hereto have not
signed the same counterpart.

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Assignment effective as of the day and year
first above written.

    


    
      
        
          
            
              
                
                  	
                          ASSIGNOR:

                        	 	
                          ASSIGNEE:

                        
	 
      	 
      	 	 
      	 
      
	
                          CARDIOGENICS
      HOLDINGS INC.

                        	 	
                          ROTHCOVE
      PARTNERS LLC

                        
	 
      	 
      	 	 
      	 
      
	
                          By:

                        	/s/ 
      	 	
                          By:

                        	/s/ 
      
	 
      	
                          Name:
      Yahia Gawad

                        	 	 
      	
                          Name:
      Roneld S. Logery

                        
	 
      	
                          Title:
      CEO

                        	 	 
      	
                          Title:
      Managing
Member