REORGANIZATION AND STOCK PURCHASE AGREEMENT

This  REORGANIZATION  AND STOCK PURCHASE AGREEMENT dated as of February 28, 2007
(this  "Agreement")  is  by  and  between  Sorell,  Inc.,  a  Nevada corporation
("Sorell"),  and  Tojen.  Ltd.,  a  company incorporated pursuant to the laws of
England  and  Wales  ("Tojen").
RECITALS

A:     WHEREAS,  Sorell  desires  to  acquire directly or indirectly 100% of the
equity  of  Tojen;

B:     WHEREAS,  the  parties  hereto  intend  that the transaction contemplated
hereby  shall  be  completed  as  a  tax-free  exchange  of  stock.

NOW,  THEREFORE,  the respective Boards of Directors of Sorell and Tojen deem it
advisable  and  in  the  best interests of their corporations and the respective
shareholders of their corporations that Sorell acquire 100% of the securities of
Tojen,  in  accordance  with the terms and conditions of this Reorganization and
Stock  Purchase  Agreement.

1.     Pre-Closing  Actions  ofSorell.  Immediately  upon  execution  of  this
Agreement  and  prior to any Closing as set forth herein, Sorell shall undertake
the  following  actions:

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(a)     The  Board  of Directors of Sorell shall unanimously approve and deliver
to  Cutler  Law  Group (the "Escrow Agent") in escrow (the "Escrow") resolutions
with  respect  to  (a)  approving  all of the transactions set forth herein; (b)
directing the size of the Board of Directors to be two (2) members; (c) electing
Tom  Adams  (Chairman)  and  Mark  Cockshutt to the board of directors of Sorell
designated  by  Tojen,  (d)  appointing  Tom Adams as Chief Executive Officer of
Sorell  and  Mark  Cockshutt  as  Chief  Operation  Officer  of  Sorell; and (d)
approving  a  name  change  of  the  corporation  to "Tojen Holdings, Inc." (the
"Sorell  Board  Resolutions").

(b)     Sorell  shall  deliver  or  cause  to  be delivered to Escrow a total of
75,000,000  shares  of Sorell for delivery to shareholders or other designees of
Tojen  as  advised  to  Escrow  prior to closing (the "Escrowed Sorell Shares").

(c)     Sorell shall use its reasonable best efforts to prepare and complete the
documents  necessary  to  be  filed with local, state and federal authorities to
consummate  the  transactions  contemplated  hereby.

(d)     During  the  Due  Diligence Period, Sorell shall make available to Tojen
and  Tojen's  employees,  attorneys, accountants, financial advisors, agents and
representatives  during  normal  business  hours  all information concerning the
operation,  business  and  prospects of Sorell as may be reasonably requested by
Tojen.  Sorell  will cooperate with Tojen for the purpose of permitting Tojen to
discuss Sorell's business and prospects with customers, creditors, suppliers and
other  persons  having  business  dealings  with  such  party, including without
limitation  providing  access to all employees, consultants, assets, properties,
books,  accounts, records, tax returns, contracts and other documents of Sorell,
provided that such access will not materially interfere with the normal business
operations  of  Sorell.

2.     Pre-Closing Action ofTojen.  Immediately upon execution of this Agreement
and  prior  to  the  Closing  as  set  forth  herein,  Tojen shall undertake the
following  actions:

(a)     The  Board  of  Directors of Tojen shall execute and deliver resolutions
unanimously  approving  all  of  the  transactions  set  forth  herein.

(b)     The  shareholders  of  Tojen shall deliver to Cutler Law Group in escrow
certificates  representing  200  shares  of common stock of Tojen (the "Escrowed
Tojen Shares"), representing 100% of the issued and outstanding equity of Tojen,
for  delivery  to  Sorell  at  Closing.

(c)     During  the  Due  Diligence Period, Tojen shall make available to Sorell
and  Sorell's  employees, attorneys, accountants, financial advisors, agents and
representatives  during  normal  business  hours  all information concerning the
operation,  business  and  prospects  of Tojen as may be reasonably requested by
Sorell.  Tojen  will  cooperate with Sorell for the purpose of permitting Sorell
to  discuss  Tojen's business and prospects with customers, creditors, suppliers
and  other  persons  having business dealings with such party, including without
limitation  providing  access to all employees, consultants, assets, properties,
books,  accounts,  records, tax returns, contracts and other documents of Tojen,
provided that such access will not materially interfere with the normal business
operations  of  Tojen.

3.     Conditions  to  Closing

The  parties'  obligation  to  close the proposed Acquisition will be subject to
specified  conditions  precedent  including,  but not limited to, the following:

(a)     the  representations  and warranties of Sorell as set forth in Section 6
herein  shall  remain  true  and  correct as of the Closing Date and no material
adverse  change  to  the  financial  condition  of  Sorell  shall have occurred;

(b)     the  representations  and  warranties of Tojen as set forth in Section 7
herein  shall  remain  true  and  correct as of the Closing Date and no material
adverse  change  in  the  business  or  financial  condition of Tojen shall have
occurred;

(c)     all  the  documents  necessary to be filed with local, state and federal
authorities (including the Securities and Exchange Commission) are prepared, and
to  the  extent  applicable,  filed.

(d)     Sorell  shall have provided the board resolutions and any other approval
required  to  complete  the  board election; and board resolutions approving the
name  change;

(e)     Sorell shall retain its good standing as a publicly traded company under
the  Securities  Exchange  Act of 1934, trading on the over-the-counter bulletin
board  under  the  symbol  "SLLI.OB";

(f)     Sorell  shall  have prepared and delivered to Tojen within sixty days of
Closing  audited  and  unaudited financial statements which if filed at the time
received  would  be  complete  and  compliant  with Regulation S-X, Section 310,
sufficient for the combined entities to file any and all filings required by the
US  Securities  and  Exchange  Commission  (the  "Sorell Financial Statements");

(g)     Tojen  shall  have prepared and delivered to Sorell within sixty days of
closing  audited  and  unaudited financial statements which if filed at the time
received  would  be  complete  and  compliant  with Regulation S-X, Section 310,
sufficient for the combined entities to file any and all filings required by the
US  Securities  and  Exchange  Commission  (the  "Tojen  Financial Statements");

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(h)     Sorell  shall have completed an Assignment and Assumption Agreement with
Bon  Kwan  Koo  pursuant  to  which it shall have divested itself of any and all
assets  and/or  obligations  of  S-Cam  Co.,  Ltd.,  its  prior  subsidiary (the
"Spin-off")[note:  I  think  that  this  needs  to be done simultaneous with the
closing;  otherwise,  Sorrel  would be a "shell" at the closing; let me know you
thoughts.]

(i)     On  or  prior  to Closing, Sorell shall have completed the conversion of
$2,000,000 original principal amount of Convertible Debentures (the "Convertible
Debentures")  into  a total of 4,000,000 shares of common stock, and except with
respect  to certain warrants outstanding (described in more detail below), there
shall  be  no further obligations to the holders of such Convertible Debentures.

4.     At  the  Closing.

(a)     At  the  Closing,  Cutler Law Group shall release from escrow the Sorell
Board  Resolutions  effectuating  the election of members designated by Tojen to
the  Sorell Board of Directors.  The members of the Board of Directors of Sorell
prior  to  Closing  shall  submit  resignations  at  Closing.

(b)     At  the  Closing,  Cutler  Law  Group  shall release the Escrowed Sorell
Shares  to  the  shareholders  or  designees  of  Tojen.

(c)     At the Closing, Cutler Law Group shall release the Escrowed Tojen Shares
to  Sorell.

(d)     At  the  Closing,  the  existing  officers of Sorell shall resign and be
replaced  by  those  officers  appointed  by  the  new  Board  of  Directors.

5.     Timing  ofClosing.  The  closing of the transactions contemplated by this
Agreement  ((the  "Closing") shall occur upon the satisfaction of the conditions
set forth in this Agreement and upon instructions from the parties hereto to the
Escrow  Agent.  The  closing  date shall occur on February 28, 2007 in the event
such conditions are met, unless the Escrow Agent receives instructions otherwise
from  the  parties  or  notice from a party that the conditions set forth herein
have  not occurred (the "Closing Date").  Unless otherwise advised in writing by
the  parties,  in  the  event  the Closing does not occur on or before March 31,
2007,  (i)  the  Escrow  Agent  shall  return the Escrowed Sorell Shares and the
Sorell  Board  Resolutions to Sorell; and (ii) the Escrow Agent shall return the
Escrowed  Tojen  Shares  to  the  shareholders  of  Tojen.

6.     Representations  ofSorell  andS-Cam Co., Ltd (the "Subsidiary").  Each of
Sorell  and  the  Subsidiary,  jointly and severally, represents and warrants as
follows:

(a)     Ownership  of Shares.  As of the Closing Date, the shareholders of Tojen
will  become  the  owners  of  the  Escrowed Sorell Shares.  The Escrowed Sorell
Shares will be free from claims, liens or other encumbrances, except as provided
under  applicable  federal  and  state  securities  laws;

(b)     Fully  paid  and  Nonassessable.  The  Escrowed Sorell Shares constitute
duly  and validly issued shares of Sorell, and are fully paid and nonassessable,
and Sorell further represents that it has the power and the authority to execute
this  Agreement  and  to  perform  the  obligations  contemplated  hereby;

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(c)     Organization  of  Sorell;  Authorization.  Sorell  is a corporation duly
organized,  validly  existing and in good standing under the laws of Nevada with
full  corporate power and authority to execute and deliver this Agreement and to
perform  its  obligations  hereunder. The execution, delivery and performance of
this  Agreement  have  been duly authorized by all necessary corporate action of
Sorell  and this Agreement constitutes a valid and binding obligation of Sorell;
enforceable  against  it  in  accordance  with  its  terms.  Subsequent  to  the
Spin-off,  Sorell  has  no  subsidiaries.

(d)     Capitalization.  The  authorized  capital  stock  of  Sorell consists of
100,000,000 shares of common stock, par value $0.001 per share, and no shares of
preferred  stock.  As  of  the Closing Date, Sorell will have a total of no more
than  15,163,877  shares  of  common stock issued and outstanding (including the
issuance  of  common  stock in connection with the conversion of the Convertible
Debt)  and  no  shares  of  preferred  stock  issued and outstanding.  As of the
Closing Date, all of the issued and outstanding shares of common stock of Sorell
are  validly  issued,  fully  paid  and  non-assessable.  Except  for  4,000,000
warrants  to purchase shares at an exercise price of $0.75 per share held by the
holders of the Convertible Debentures and 800,000 warrants to purchase shares at
an  exercise  price  of  $0.50  per  share  held  by the placement agent for the
Convertible  Debentures, there is not and as of the Closing Date, there will not
be  outstanding  any warrants, options or other agreements on the part of Sorell
obligating Sorell to issue any additional shares of common or preferred stock or
any  of its securities of any kind.  Sorell will not issue any shares of capital
stock  from  the  date  of  this Agreement through the Closing Date.  The Common
Stock  of  Sorell  is  presently  trading on the over-the-counter bulletin board
maintained  by  Nasdaq  under  the  symbol  "SLLI.OB".

     Ownership  of  Sorell  Shares. The delivery of certificates provided herein
for  the  Escrowed  Sorell  Shares  will  result  in  the  shareholders of Tojen
immediate  acquisition of record and beneficial ownership of the Escrowed Sorell
Shares,  free  and  clear  of  all  encumbrances.

(e)     No  Conflict as to Sorell and its Subsidiary.  Neither the execution and
delivery  of  this  Agreement nor the consummation of the exchange of the Sorell
Shares  will  (a)  violate  any provision of the certificate of incorporation or
by-laws  (or  other  governing  instrument)  of  Sorell or (b) violate, or be in
conflict  with, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or result in the termination
of,  or  accelerate  the  performance  required by, or excuse performance by any
Person  of  any  of  its  obligations  under,  or  cause the acceleration of the
maturity  of  any  debt  or obligation pursuant to, or result in the creation or
imposition  of  any encumbrance upon any property or assets of Sorell under, any
material  agreement  or  commitment  to  which Sorell is a party or by which its
property or assets is bound, or to which any of the property or assets of Sorell
is  subject,  or  (c) violate any statute or law or any judgment, decree, order,
regulation or rule of Governmental Body applicable to Sorell except, in the case
of  violations, conflicts, defaults, terminations, accelerations or encumbrances
described in clause (b) of this Section for such matters which are not likely to
have a material adverse effect on the business or financial condition of Sorell.
The  term  "Governmental  Body"  shall  mean  any  government,  municipality  or
political  subdivision thereof, whether federal, state, local or foreign, or any
governmental or quasi-governmental agency, authority, board, bureau, commission,
department,  instrumentality  or  public  body,  or  any  court,  arbitrator,
administrative  tribunal  or  public  utility.

(g)     Consents  and  Approvals  of  Governmental  Authorities.  Except for the
filing  of  a  Form  8-K  with the Securities and Exchange Commission and a Form
8-K/A  (filed  within  71  days  which will include the financials and pro-forma

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financials  of  each of Sorell and Tojen), no consent, approval or authorization
of,  or  declaration,  filing  or  registration  with,  any Governmental Body is
required  to  be  made  or  obtained by Sorell in connection with the execution,
delivery  and performance of this Agreement by Sorell or the consummation of the
sale  of  the  Escrowed  Sorell  Shares.

(h)     Other  Consents.  Except  for  consents from the holders of the Escrowed
Sorell  Shares, no consent of any Person is required to be obtained by Sorell to
the execution, delivery and performance of this Agreement or the consummation of
the  sale  of  the  Sorell  Shares, including, but not limited to, consents from
parties  to  leases  or  other agreements or commitments, except for any consent
which  the  failure  to  obtain  would  not be likely to have a material adverse
effect  on  the  business  and  financial  condition  of  Sorell.

(i)     Litigation.  There  is  no  action,  suit,  inquiry,  proceeding  or
investigation  by  or  before  any  Governmental  body  pending or threatened in
writing  against  or  involving  Sorell,  or  which  questions or challenges the
validity  of  this  Agreement.  Sorell  is not subject to any judgment, order or
decree  that  is  likely  to  have  a material adverse effect on the business or
financial  condition  of  Sorell.

(j)     Absence  of Certain Changes. From December 31, 2006, to the date hereof,
Sorell  has  not:

1.     suffered  damage  or  destruction  of  any  of  its  properties or assets
(whether  or  not  covered  by  insurance)  which  is  materially adverse to the
financial  condition  of  Sorell, or made any disposition of any of its material
properties  or  assets  other  than  in  the  ordinary  course  of  business;

2.     made  any  change  or  amendment  in  its certificate of incorporation or
by-laws,  or  other  governing  instruments,  except  as  contemplated hereby or
required  to  effect  the  transactions  set  forth  herein;

3.     other  than the Sorell Escrowed Shares or other than the total issued and
outstanding shares set forth in paragraph 6(d) hereto, issued or sold any equity
securities  or other securities, acquired, directly or indirectly, by redemption
or  otherwise,  any such securities, reclassified, split-up or otherwise changed
any  such  security,  or granted or entered into any options, warrants, calls or
commitments  of  any  kind  with  respect  thereto;

4.     organized  any new subsidiary or acquired any securities of any Person or
any  equity  or  ownership  interest  in  any  business;

5.     borrowed  any funds or incurred, or assumed or become subject to, whether
directly  or  by way of guarantee or otherwise, any obligation or liability with
respect  to  any  such  indebtedness  for  borrowed  money;

6.     paid, discharged or satisfied any material claim, liability or obligation
(absolute,  accrued,  contingent  or  otherwise),  other  than  the  Spin-off or
otherwise  in  the  ordinary  course  of  business;

7.     prepaid  any  material  obligation having a maturity of more than 90 days
from  the  date  such  obligation  was  issued  or  incurred;

8.     cancelled  any  material  debts  or waived any material claims or rights,
except  for  the  Spin-off  or  otherwise  in  the  ordinary course of business;

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9.     disposed  of  or permitted to lapse any rights to the use of any material
patent or registered trademark or copyright or other intellectual property owned
or  used  by  it;

9.     granted any general increase in the compensation of officers or employees
(including  any  such  increase  pursuant  to  any  employee  benefit  plan);

10.     purchased  or  entered  into  any contract or commitment to purchase any
material  quantity  of  raw  materials  or supplies, or sold or entered into any
contract  or  commitment  to  sell  any material quantity of property or assets;

11.     made  any  capital  expenditures  or  additions  to  property,  plant or
equipment  or  acquired  any  other  property  or  assets;

12.     written  off  or  been  required  to  write  off  any  notes or accounts
receivable;

13.     written  down  or  been  required  to  write  down  any  inventory;

14.     entered  into  any collective bargaining or union contract or agreement;
and

15.     incurred  any  liability  (in  excess of $2,000.00) or other obligation.

(k)     Contracts  and  Commitments.  Sorell  is  not  a  party  to  any:

1.     Contract  or  agreement  (except  for  this  Agreement)  involving  any
liability,  obligation  or  covenant  on  the  part  of  Sorell.

2.     Lease  of  personal  property;

3.     Employee  bonus,  stock  option  or  stock  purchase,  performance  unit,
profit-sharing,  pension,  savings,  retirement,  health,  deferred or incentive
compensation,  insurance  or other material employee benefit plan (as defined in
Section  2(3) of ERISA) or program for any of the employees, former employees or
retired  employees  of  Sorell;

4.     Commitment,  contract  or  agreement  that  is  currently expected by the
management  of  Sorell  to  result  in  any  material  loss  upon  completion or
performance  thereof;

5.     Contract,  agreement  or  commitment  with  any officer, employee, agent,
consultant,  advisor,  salesman,  sales  representative,  value  added reseller,
distributor or dealer, except for a management contract with Sorell's president;
or

6.     Employment  agreement  or  other  similar  agreement.

(l)     Compliance  with  Law.  The  operations of Sorell have been conducted in
accordance  with  all applicable laws and regulations of all Governmental Bodies
having  jurisdiction  over  them,  except  for  violations thereof which are not
likely  to have a material adverse effect on the business or financial condition
of  Sorell.  Sorell has not received any notification of any asserted present or

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past  failure  by  it  to  comply  with any such applicable laws or regulations.
Sorell  has  all  material  licenses,  permits,  orders  or  approvals  from the
Governmental  Bodies  required  for  the  conduct of its business, and is not in
material violation of any such licenses, permits, orders and approvals. All such
licenses,  permits,  orders  and  approvals are in full force and effect, and no
suspension  or  cancellation  of  any  thereof  has  been  threatened.

(m)     Tax  Matters.

1.     Sorell  (1)  has filed or shall file prior to Closing all nonconsolidated
and  noncombined  Tax  Returns and all consolidated or combined Tax Returns that
include  only  Sorell and not Tojen or its other Affiliates (for the purposes of
this  Section,  such  tax  Returns  shall  be  considered  nonconsolidated  and
noncombined  Tax  Returns)  required to be filed through the date hereof and has
paid  any  Tax  due  through  the  date  hereof with respect to the time periods
covered by such nonconsolidated and noncombined Tax Returns and shall timely pay
any  such  Taxes required to be paid by it after the date hereof with respect to
such  Tax Returns and (2) shall prepare and timely file all such nonconsolidated
and  noncombined  Tax  Returns  required  to  be filed after the date hereof and
through  the  Closing  Date  and  pay  all  Taxes required to be paid by it with
respect  to  the  periods  covered by such Tax Returns; (B) all such Tax Returns
filed  pursuant  to  clause  (A)  after  the date hereof shall, in each case, be
prepared  and  filed  in a manner consistent in all material respects (including
elections  and  accounting  methods  and  conventions) with such Tax Return most
recently  filed in the relevant jurisdiction prior to the date hereof, except as
otherwise  required by law or regulation.  Any such Tax Return filed or required
to  be  filed  after  the date hereof shall not reflect any new elections or the
adoption  of  any  new accounting methods or conventions or other similar items,
except  to  the  extent  such  particular  reflection or adoption is required to
comply  with  any  law or regulation.  "Affiliate" of any person means any other
person  directly  or  indirectly  through  one  or  more  intermediary  persons,
controlling,  controlled  by  or  under  common  control with such person. "Tax"
(including,  with  correlative  meaning,  the terms "Taxes" and "Taxable") shall
mean:  (i)(A)  any  net  income,  gross  income,  gross receipts, sales, use, ad
valorem,  transfer,  transfer  gains,  franchise, profits, license, withholding,
payroll,  employment,  excise,  severance,  stamp,  rent, recording, occupation,
premium,  real  or  personal  property,  intangibles,  environmental or windfall
profits  tax, alternative or add-on minimum tax, customs duty or other tax, fee,
duty,  levy,  impost, assessment or charge of any kind whatsoever (including but
not  limited  to  taxes  assessed  to  real  property  and water and sewer rents
relating  thereto), together with; (B) any interest and any penalty, addition to
tax  or additional amount imposed by any Governmental Body (domestic or foreign)
(a  "Tax Authority") responsible for the imposition of any such tax and interest
on  such penalties, additions to tax, fines or additional amounts, in each case,
with  respect  to  any  party  hereto,  its business or tassets (or the transfer
thereof); (ii) any liability for the payment of any amount of the type described
in  the  immediately  preceding clause (i) as a result of a party hereto being a
member  of  an affiliated or combined group with any other person at any time on
or  prior  to the date of Closing; and (iii) any liability of a party hereto for
the  payment  of  any amounts of the type described in the immediately preceding
clause  (i)  as  a  result  of  a  contractual obligation to indemnify any other
person.  "Tax  Return"  shall  mean  any  return or report (including elections,
declarations,  disclosures,  schedules,  estimates  and  information  returns)
required  to  be  supplied  to  any  Tax  Authority.

2.     Sorell represents that prior to Closing, all consolidated or combined Tax
Returns  (except those described in subparagraph (1) above) required to be filed
by  any person through the date hereof that are required or permitted to include
the  income,  or  reflect the activities, operations and transactions, of Sorell
for any taxable period shall have been timely filed, and the income, activities,
operations  and  transactions  of  Sorell  shall have been properly included and
reflected  thereon.  Sorell  shall prepare and file, or cause to be prepared and
filed,  all  such  consolidated  or  combined  Tax  Returns that are required or
permitted  to  include  the  income,  or  reflect the activities, operations and
transactions, of Sorell, with respect to any taxable year or the portion thereof
ending  on or prior to the Closing Date, including, without limitation, Sorell's
consolidated federal income tax return for such taxable years. Prior to Closing,

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Sorell will timely file a consolidated federal income tax return for the taxable
year  ended  December  31,  2006  and  such return shall include and reflect the
income, activities, operations and transactions of Sorell for the taxable period
then  ended,  and  hereby  expressly covenants and agrees to file a consolidated
federal  income  tax  return,  and  to  include  and reflect thereon the income,
activities,  operations  and  transactions  of  Sorell  for  the  taxable period
through  the  Closing Date.  All Tax Returns filed pursuant to this subparagraph
(2)  after  the  date  hereof  shall,  in each case, to the extent that such Tax
Returns  specifically  relate  to  Sorell and do not generally relate to matters
affecting other members of Sorell's consolidated group, be prepared and filed in
a manner consistent in all material respects (including elections and accounting
methods and conventions) with the Tax Return most recently filed in the relevant
jurisdictions  prior  to the date hereof, except as otherwise required by law or
regulation.  Sorell  has paid or will pay all Taxes that may now or hereafter be
due with respect to the taxable periods covered by such consolidated or combined
Tax  Returns.

3.     There  is no (nor has there been any request for an) agreement, waiver or
consent providing for an extension of time with respect to the assessment of any
Taxes  attributable  to  Sorell,  or  its  assets  or operations and no power of
attorney granted by Sorell with respect to any Tax matter is currently in force.

4.     There  is  no  action,  suit,  proceeding,  investigation,  audit, claim,
demand,  deficiency  or additional assessment in progress, pending or threatened
against  or  with  respect  to  any  Tax attributable to Sorell or its assets or
operations.

5.     All  amounts  required to be withheld as of the Closing Date for Taxes or
otherwise  have  been  withheld  and  paid when due to the appropriate agency or
authority.

(n)     Borrowing  and  Guarantees.  Except  as  reflected  on  its  financial
statements  for the period ended December 31, 2006, Sorell (a) does not have any
indebtedness  for  borrowed  money, (b) are not lending or committed to lend any
money (except for advances to employees in the ordinary course of business), and
(c)  are  not  guarantors  or  sureties  with  respect to the obligations of any
Person.  Following  the  Spin Off and the conversion of the Convertible Debt, at
the  Closing,  Sorell (a) will not have any indebtedness for borrowed money, (b)
are not lending or committed to lend any money (except for advances to employees
in the ordinary course of business), and (c) are not guarantors or sureties with
respect  to  the  obligations  of  any  Person.

(o)     Environmental  Matters.

1.     At  all times prior to the date hereof, each of Sorell and its Subsidiary
have  complied  in  all  material  respects  with applicable environmental laws,
orders,  regulations,  rules and ordinances, the violation of which would have a
material adverse effect on the business or financial condition of Sorell and its
Subsidiary,  taken as a whole, or which would require a payment by Sorell or its
Subsidiary  in  excess  of  $10,000  in  the aggregate, and which have been duly
adopted, imposed or promulgated by any legislative, executive, administrative or
judicial  body  or  officer  of  any  Governmental  Body.

2.     The  environmental licenses, permits and authorizations that are material
to  the  operations  of Sorell and its Subsidiary, taken as a whole, are in full
force  and  effect.

                                        8
<PAGE>

(p)  Securities  Matters  As  of  the  Closing Date, Sorell has made in a timely
manner  all  filings (the "Filings") with the Securities and Exchange Commission
(the  "Commission")  which  it  is  required to make under the Securities Act of
1933,  as  amended,  and/or  under  the Securities Exchange Act 1934, as amended
(collectively,  the "Acts").  At the time filed, each Filing complied as to form
in  all  material  respects with the applicable requirements of the Acts and the
rules  and  regulations  of  the Commission thereunder and, at the time made, no
Filing contained any untrue statement of a material fact or omitted to state any
material  fact  required  to be stated therein or necessary in order to make the
statements  therein  not  misleading.

(q)  Disclosure.   Neither  this  Agreement, the Schedules hereto nor any of the
Transaction  Documents  contain  any  untrue  statement  of a material fact with
respect to Sorell and its Subsidiary, or omit to state a material fact necessary
in  order  to  make  the  statements contained herein or therein with respect to
Sorell  and its Subsidiary not misleading. Neither Sorell nor its Subsidiary has
any  knowledge  of  any  events,  transactions  or  other  facts  which,  either
individually  or  in the aggregate, may give rise to circumstances or conditions
which  would  have  a  material  adverse  effect  on  the general affairs or the
condition  of  business  of  Sorell.  "Transaction  Documents"  shall  mean,
collectively,  this  Agreement, and each of the other agreements and instruments
to  be executed and delivered by all or some of the parties hereto in connection
with  the  consummation  of  the  transactions  contemplated  hereby.

7.     Representations of Tojen. Tojen for their respective rights and interests
represent  and  warrant  as  follows:

(a)     Organization;  Authorization.  Tojen  is  a  corporation duly organized,
validly  existing  and  in  good  standing  under  the  laws  of  its country of
organization with full corporate power and authority to execute and deliver this
Agreement  and to perform its obligations hereunder. The execution, delivery and
performance  of  this  Agreement  have  been  duly  authorized  by all necessary
corporate  action  of  Tojen  and this Agreement constitutes a valid and binding
obligation;  enforceable  against  in  accordance  with its terms.  Tojen has no
subsidiaries.

(b)     Capitalization.  As  of the date of this Agreement, Tojen has 200 shares
of  common  stock issued and outstanding and no shares of preferred stock issued
and  outstanding.  No  shares have otherwise been registered under state or U.S.
federal  securities  laws.  As  of  the  Closing  Date,  all  of  the issued and
outstanding  shares  of common stock of Tojen are validly issued, fully paid and
non-assessable.  As  of  the  Closing  Date, except for warrants to acquire 10.5
shares  of  Tojen,  there will not be outstanding any warrants, options or other
agreements  on the part of Tojen obligating any of Tojen to issue any additional
shares of common or preferred stock or any of its securities of any kind.  Tojen
will  not  issue  any  shares  of  capital stock from the date of this Agreement
through  the  Closing Date.  The Escrowed Tojen Shares will be free from claims,
liens  or  other  encumbrances,  except as provided under applicable federal and
state  securities  laws;

(c)     No  Conflict  as  to  Tojen and Subsidiaries.  Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
herein  will  (a)  violate  any  provision  of  the articles of incorporation or
organization  of  Tojen  or  any  of  its  Subsidiaries or (b) violate, or be in
conflict  with, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under, or result in the termination
of,  or  accelerate  the  performance  required by, or excuse performance by any
Person  of  any  of  its  obligations  under,  or  cause the acceleration of the
maturity  of  any  debt  or obligation pursuant to, or result in the creation or
imposition of any Encumbrance upon any property or assets of any of Tojen or any

                                        9
<PAGE>

of  its Subsidiaries under, any material agreement or commitment to which any of
Tojen,  any  of  its Subsidiaries is a party or by which any of their respective
property or assets is bound, or to which any of the property or assets of any of
Tojen  or  any of its Subsidiaries is subject, or (c) violate any statute or law
or  any  judgment,  decree,  order,  regulation  or  rule  of any court or other
Governmental  Body applicable to Tojen or any of its Subsidiaries except, in the
case  of  violations,  conflicts,  defaults,  terminations,  accelerations  or
Encumbrances  described in clause (b) of this Section for such matters which are
not  likely  to  have  a  material  adverse  effect on the business or financial
condition  of  Tojen  and  its  subsidiaries,  taken  as  a  whole.

(d)     Consents and Approvals of Governmental Authorities. No consent, approval
or  authorization  of,  or  declaration,  filing  or  registration  with,  any
Governmental  Body  is required to be made or obtained by Tojen or any of either
of  its  Subsidiaries in connection with the execution, delivery and performance
of  this Agreement by Tojen or the consummation of the transactions contemplated
herein.

(e)     Other  Consents.  No consent of any Person is required to be obtained by
Tojen  to  the  execution,  delivery  and  performance  of this Agreement or the
consummation of the transactions contemplated herein, including, but not limited
to,  consents  from parties to leases or other agreements or commitments, except
for  any  consent  which  the  failure  to  obtain would not be likely to have a
material  adverse  effect  on  the  business  and  financial condition of Tojen.

(f)     Buildings,  Plants  and Equipment. The buildings, plants, structures and
material items of equipment and other personal property owned or leased by Tojen
or  its  Subsidiaries are, in all respects material to the business or financial
condition  of  Tojen  and  its Subsidiaries, taken as a whole, in good operating
condition  and  repair (ordinary wear and tear excepted) and are adequate in all
such  respects  for  the  purposes for which they are being used.  Tojen has not
received  notification  that  it  is  in  violation  of any applicable building,
zoning,  anti-pollution, health, safety or other law, ordinance or regulation in
respect  of  its  buildings,  plants  or  structures  or their operations, which
violation  is  likely  to  have  a  material  adverse  effect on the business or
financial  condition  of  Tojen  and its Subsidiaries, taken as a whole or which
would  require  a  payment  by  Tojen  or  any  of its subsidiaries in excess of
$10,000  in  the  aggregate,  and  which  has  not  been  cured.

(g)     No  Condemnation  or Expropriation. Neither the whole nor any portion of
the  property or leaseholds owned or held by Tojen or any of its Subsidiaries is
subject  to  any  governmental decree or order to be sold or is being condemned,
expropriated or otherwise taken by any Governmental Body or other Person with or
without  payment  of  compensation  therefore,  which action is likely to have a
material  adverse effect on the business or financial condition of Tojen and its
Subsidiaries,  taken  as  a  whole.

(h)     Litigation.  There  is  no  action,  suit,  inquiry,  proceeding  or
investigation  by or before any court or Governmental Body pending or threatened
in writing against or involving Tojen or any of its Subsidiaries which is likely
to  have  a  material  adverse  effect on the business or financial condition of
Tojen  and  any  of  its  Subsidiaries, taken as whole, or which would require a
payment  by  Tojen or its subsidiaries in excess of  $10,000 in the aggregate or
which  questions or challenges the validity of this Agreement. Neither Tojen nor
any  or  its  Subsidiaries  is  subject to any judgment, order or decree that is
likely  to have a material adverse effect on the business or financial condition
of  Tojen or any of its Subsidiaries, taken as a whole, or which would require a
payment  by  Tojen  or  its Subsidiaries in excess of  $10,000 in the aggregate.

(i)     Absence of Certain Changes.  From December 31, 2006, to the date hereof,
neither  Tojen  nor  any  of  its  Subsidiaries  has:

                                       10
<PAGE>

1.     suffered  the  damage  or  destruction of any of its properties or assets
(whether  or  not  covered  by  insurance)  which  is  materially adverse to the
business  or  financial  condition  of  Tojen  and  its Subsidiaries, taken as a
whole, or made any disposition of any of its material properties or assets other
than  in  the  ordinary  course  of  business;

2.     made  any  change  or  amendment  in  its  articles  of  incorporation or
memorandum  of  understanding,  or  other  governing  instruments;

3.     paid, discharged or satisfied any material claim, liability or obligation
(absolute,  accrued, contingent or otherwise), other than in the ordinary course
of  business;

4.     prepaid  any  material  obligation having a maturity of more than 90 days
from  the  date  such  obligation  was  issued  or  incurred;

5.     cancelled  any  material  debts  or waived any material claims or rights,
except  in  the  ordinary  course  of  business;

6.     disposed  of  or permitted to lapse any rights to the use of any material
patent or registered trademark or copyright or other intellectual property owned
or  used  by  it;

7.     granted any general increase in the compensation of officers or employees
(including  any  such  increase  pursuant  to  any  employee  benefit  plan);

8.     purchased  or  entered  into  any  contract or commitment to purchase any
material  quantity  of  raw  materials  or supplies, or sold or entered into any
contract  or  commitment  to  sell  any material quantity of property or assets,
except  (i)  normal  contracts  or  commitments  for the purchase of, and normal
purchases  of,  raw materials or supplies, made in the ordinary course business,
(ii)  normal  contracts  or  commitments  for  the sale of, and normal sales of,
inventory  in  the  ordinary  course  of  business,  and  (iii) other contracts,
commitments,  purchases  or  sales  in  the  ordinary  course  of  business;

9.     made  any  capital  expenditures  or  additions  to  property,  plant  or
equipment or acquired any other property or assets (other than raw materials and
supplies)  at  a  cost  in  excess  of  $10,000  in  the  aggregate;

10.     written  off  or  been  required  to  write  off  any  notes or accounts
receivable  in  an  aggregate  amount  in  excess  of  $10,000;

11.     written  down  or  been  required  to  write  down  any  inventory in an
aggregate  amount  in  excess  of  $10,000;

12.     entered  into  any collective bargaining or union contract or agreement;
or

13.     other  than  the  ordinary  course  of  business, incurred any liability
required  by  generally  accepted  accounting  principles  to  be reflected on a
balance  sheet  and material to the business or financial condition of Tojen and
their  subsidiaries  taken  as  a  whole.

(j)     Labor Relations. Neither Tojen nor any of its Subsidiaries is a party to
any  collective  bargaining agreement. Except for any matter which is not likely
to  have  a  material  adverse  effect on the business or financial condition of
Tojen and its Subsidiaries, taken as a whole, (a) Tojen and its Subsidiaries are
in  compliance  with  all  applicable  laws respecting employment and employment
practices,  terms  and  conditions of employment and wages and hours, and is not

                                       11
<PAGE>

engaged  in  any  unfair  labor practice, (b) there is no labor strike, dispute,
slowdown  or stoppage actually pending or threatened against Tojen or any of its
Subsidiaries,  (c) no representation question exists respecting the employees of
Tojen  or any of its Subsidiaries, (d) neither Tojen nor any of its Subsidiaries
has  experienced any strike, work stoppage or other labor difficulty, and (e) no
collective  bargaining  agreement  relating  to employees of Tojen or any of its
Subsidiaries  is  currently  being  negotiated.

(k)     Compliance  with  Law. The operations of Tojen and its Subsidiaries have
been  conducted  in  accordance  with all applicable laws and regulations of all
Governmental Bodies having jurisdiction over them, except for violations thereof
which  are  not  likely  to  have  a  material adverse effect on the business or
financial  condition  of  Tojen and its Subsidiaries, taken as a whole, or which
would not require a payment by Tojen or its Subsidiaries in excess of $10,000 in
the  aggregate,  or  which  have  been  cured.  Neither  Tojen  nor  any  of its
Subsidiaries  has  received  any  notification  of  any asserted present or past
failure by it to comply with any such applicable laws or regulations.  Tojen and
its  Subsidiaries  have all material licenses, permits, orders or approvals from
the  Governmental  Bodies  required for the conduct of their businesses, and are
not  in  material violation of any such licenses, permits, orders and approvals.
All  such  licenses, permits, orders and approvals are in full force and effect,
and  no  suspension  or  cancellation  of  any  thereof  has  been  threatened.

(l)     Tax  Matters.

1.     Each  of  Tojen and its Subsidiaires (1) has filed or shall file prior to
Closing  all nonconsolidated and noncombined Tax Returns and all consolidated or
combined  Tax  Returns  that  include  only  Tojen  and  not Sorell or its other
Affiliates  (for  the  purposes  of  this  Section,  such  tax  Returns shall be
considered  nonconsolidated  and  noncombined  Tax Returns) required to be filed
through  the  date hereof and will have paid any Tax due through the date hereof
with respect to the time periods covered by such nonconsolidated and noncombined
Tax  Returns and shall timely pay any such Taxes required to be paid by it after
the  date  hereof  with  respect  to  such Tax Returns and (2) shall prepare and
timely  file all such nonconsolidated and noncombined Tax Returns required to be
filed  after  the  date  hereof  and  through the Closing Date and pay all Taxes
required  to  be  paid  by  it  with  respect to the periods covered by such Tax
Returns;  (B)  all  such Tax Returns filed pursuant to clause (A) after the date
hereof  shall, in each case, be prepared and filed in a manner consistent in all
material  respects  (including elections and accounting methods and conventions)
with  such  Tax Return most recently filed in the relevant jurisdiction prior to
the  date  hereof,  except as otherwise required by law or regulation.  Any such
Tax Return filed or required to be filed after the date hereof shall not reflect
any  new  elections or the adoption of any new accounting methods or conventions
or  other  similar  items,  except  to  the extent such particular reflection or
adoption  is  required  to  comply  with  any  law  or  regulation.

2.     Each  of Tojen and its Subsidiaries represents that prior to Closing, all
consolidated or combined Tax Returns (except those described in subparagraph (1)
above)  required  to  be  filed  by  any person through the date hereof that are
required  or  permitted  to  include  the  income,  or  reflect  the activities,
operations  and  transactions,  of  Tojen  and  its Subsidiaries for any taxable
period  shall have been timely filed, and the income, activities, operations and
transactions of Tojen and its Subsidiaries shall have been properly included and
reflected  thereon.  Tojen and its Subsidiaries shall prepare and file, or cause
to be prepared and filed, all such consolidated or combined Tax Returns that are
required  or  permitted  to  include  the  income,  or  reflect  the activities,
operations  and transactions, of Tojen and its Subsidiaries, with respect to any

                                       12
<PAGE>

taxable  year  or  the  portion  thereof ending on or prior to the Closing Date,
including,  without  limitation,  Tojen'  and Subsidiaries' consolidated federal
income  tax  return  for  such  taxable  years.  Prior to Closing, Tojen and its
Subsidiaries  will  timely file a consolidated federal income tax return for the
taxable  year  ended December 31, 2006 and such return shall include and reflect
the  income,  activities,  operations  and  transactions  of  Tojen  and  its
Subsidiaries  for  the taxable period then ended, and hereby expressly covenants
and  agrees to file a consolidated federal income tax return, and to include and
reflect thereon the income, activities, operations and transactions of Tojen and
its  Subsidiaries  for  the  taxable  period  through the Closing Date.  All Tax
Returns  filed pursuant to this subparagraph (2) after the date hereof shall, in
each  case, to the extent that such Tax Returns specifically relate to Tojen and
its  Subsidiaries,  be prepared and filed in a manner consistent in all material
respects  (including  elections and accounting methods and conventions) with the
Tax  Return  most recently filed in the relevant jurisdictions prior to the date
hereof,  except  as  otherwise required by law or regulation.  Each of Tojen and
its Subsidiaries has paid or will pay all Taxes that may now or hereafter be due
with respect to the taxable periods covered by such consolidated or combined Tax
Returns.

3.     All  amounts  required to be withheld as of the Closing Date for Taxes or
otherwise  have  been  withheld  and  paid when due to the appropriate agency or
authority.

4.     There  shall  be  delivered  or  made  available to Sorell at or prior to
Closing  true  and complete copies of all income Tax Returns (or with respect to
consolidated or combined returns, the portion thereof) and any other Tax Returns
requested  by  Sorell  as  may  be relevant to Tojen, its Subsidiaries, or their
assets  or operations for any and all periods ending after December 31, 2000, or
for  any  Tax  years  which  are subject to audit or investigation by any taxing
authority  or  entity.

(m)     Environmental  Matters.

1.     At  all  times  prior to the date hereof, Tojen and its Subsidiaries have
complied  in  all  material respects with applicable environmental laws, orders,
regulations,  rules and ordinances, the violation of which would have a material
adverse  effect  on  the  business  or  financial  condition  of  Tojen  and its
Subsidiaries, taken as a whole, or which would require a payment by Tojen or its
Subsidiaries  in  excess  of  $10,000 in the aggregate, and which have been duly
adopted, imposed or promulgated by any legislative, executive, administrative or
judicial  body  or  officer  of  any  Governmental  Body.

2.     The  environmental licenses, permits and authorizations that are material
to  the  operations of Tojen and its Subsidiaries, taken as a whole, are in full
force  and  effect.

(n)  Disclosure.   Neither  this  Agreement, the Schedules hereto nor any of the
Transaction  Documents  contain  any  untrue  statement  of a material fact with
respect  to  Tojen  and  its  Subsidiaries,  or  omit  to  state a material fact
necessary  in  order  to  make  the  statements contained herein or therein with
respect  to  Tojen  and  its  Subsidiaries not misleading. Neither Tojen nor its
Subsidiaries has any knowledge of any events, transactions or other facts which,
either  individually  or  in  the  aggregate,  may give rise to circumstances or
conditions  which would have a material adverse effect on the general affairs or
the  condition  of  business  of  Tojen.


8.     Stock  Market  Application.

     Sorell  is  a  Nevada  public  corporation  that  currently  trades  on the
over-the-counter  bulletin  board.  Upon completion of the Closing, Tojen agrees

                                       13
<PAGE>

to  seek  to list the securities of the combined entities on the Nasdaq National
Market  System or on the American Stock Exchange.  Tojen will be responsible for
any  and all costs associated with such filing including applicable audit costs.

     9.Indemnification.

(a)     Survival of Representations, Warranties and Covenants.   Notwithstanding
any right of Tojen fully to investigate the affairs of Sorell and its Subsidiary
and  the  rights  of  Sorell  to  fully  investigate  the  affairs of Tojen, and
notwithstanding  any  knowledge  of facts determined or determinable by Tojen or
Sorell,  pursuant  to  such  investigation  or right of investigation, Tojen and
Sorell,  have  the  right  to  rely  fully upon the representations, warranties,
covenants  and  agreements  of Sorell, and Tojen respectively, contained in this
Agreement,  or  listed  or disclosed on any Schedule hereto or in any instrument
delivered  in  connection  with  or  pursuant to any of the foregoing.  All such
representations,  warranties,  covenants  and  agreements  shall  survive  the
execution  and  delivery  of  this  Agreement  and  the  Closing  hereunder.
Notwithstanding  the foregoing, all representations and warranties of Sorell and
Tojen  respectively,  contained  in this Agreement, on any Schedule hereto or in
any  instrument delivered in connection with or pursuant to this Agreement shall
terminate  and  expire  twenty  four  (24)  months  after  the  date of Closing;
provided,  however,  that the liability of a party shall not terminate as to any
specific  claim  or claims of the type which arise or result from or are related
to  a  claim  for  fraud.

(b)     Obligation of Sorell and its Subsidiary to Indemnify. Each of Sorell and
its  Subsidiary  agrees  to indemnify, defend and hold harmless Tojen (and their
respective  directors,  officers, employees, Affiliates, successors and assigns)
from  and  against all claims, losses, liabilities, regulatory actions, damages,
deficiencies,  judgments,  settlements, costs of investigation or other expenses
(including Taxes, interest, penalties and reasonable attorneys' fees and fees of
other  experts  and  disbursements  and  expenses  incurred  in  enforcing  this
indemnification)  (collectively, the "Losses") suffered or incurred by Tojen, or
any  of  the  foregoing persons arising out of any breach of the representations
and  warranties,  covenants and agreements of Sorell contained in this Agreement
or  in  the  Schedules  or  any  other  Transaction  Document.

(c)     Obligation of Tojen to Indemnify.  Tojen agrees to indemnify, defend and
hold  harmless  Sorell  (and  any heirs, successor or assignee thereof) from and
against  any  Losses suffered or incurred by Sorell arising out of any breach of
the  representations and warranties, covenants and agreements of Tojen contained
in  this  Agreement  or  in  the  Schedules  or  any other Transaction Document.

(d)     Notice  and  Opportunity to Defend Third Party Claims.    (i) Within ten
(10)  days following receipt by any party hereto (the "Indemnitee") of notice of
any demand, claim, circumstance or Tax Audit which would or might give rise to a
claim,  or  the  commencement  (or  threatened  commencement)  of  any  action,
proceeding or investigation that may result in Losses (an "Asserted Liability"),
the  Indemnitee  shall give notice thereof (the "Claims Notice") to the party or
parties  obligated to provide indemnification pursuant to Sections 9(b), or 9(c)
(collectively,  the "Indemnifying Party").  The Claims Notice shall describe the
Asserted  Liability  in  reasonable  detail  and  shall  indicate  the  amount
(estimated,  if  necessary,  and  to the extent feasible) of the Losses that has
been  or  may  be  suffered  by  the  Indemnitee.

          (ii)  The  Indemnifying  Party may elect to defend, at its own expense
and  with  its  own  counsel,  any  Asserted  Liability unless: (i) the Asserted
Liability includes a claim seeking an order for injunction or other equitable or
declaratory  relief  against the Indemnitee, in which case the Indemnitee may at
its  own  cost  and expense and at its option defend the portion of the Asserted
Liability  seeking  equitable  or  declaratory relief against the Indemnitee, or

                                       14
<PAGE>

(ii) the Indemnitee shall have reasonably, and in good faith, after consultation
with the Indemnifying Party, concluded that: (x) there is a conflict of interest
between  the  Indemnitee  and  the  Indemnifying  Party  which  could prevent or
negatively  influence  the  Indemnifying  Party  from  impartially or adequately
conducting  such  defense; or (y) the Indemnitee shall have one or more defenses
not  available  to  the  Indemnifying  Party but only to the extent such defense
cannot  legally  be  asserted  by  the  Indemnifying  Party  on  behalf  of  the
Indemnitee.  If the Indemnifying Party elects to defend such Asserted Liability,
it  shall  within  ten  (10)  days  (or  sooner,  if  the nature of the Asserted
Liability  so  requires)  notify  the Indemnitee of its intent to do so, and the
Indemnitee  shall  cooperate,  at  the expense of the Indemnifying Party, in the
defense  of  such  Asserted  Liability.  If the Indemnifying Party elects not to
defend the Asserted Liability, is not permitted to defend the Asserted Liability
by  reason  of  the first sentence of this Section 9(d)(ii), fails to notify the
Indemnitee  of  its  election  as  herein provided or contests its obligation to
indemnify  under  this  Agreement  with  respect to such Asserted Liability, the
Indemnitee  may  pay,  compromise  or defend such Asserted Liability at the sole
cost  and  expense  of  the  Indemnifying Party.  Notwithstanding the foregoing,
neither  the  Indemnifying Party nor the Indemnitee may settle or compromise any
claim  over  the  reasonable  written  objection of the other, provided that the
Indemnitee may settle or compromise any claim as to which the Indemnifying Party
has  failed  to notify the Indemnitee of its election under this Section 9(d) or
as to which the Indemnifying Party is contesting its indemnification obligations
hereunder.  If  the Indemnifying Party desires to accept a reasonable, final and
complete  settlement  of an Asserted Liability so that such Indemnitee's Loss is
paid  in full and the Indemnitee refuses to consent to such settlement, then the
Indemnifying  Party's liability to the Indemnitee shall be limited to the amount
offered  in  the settlement.  The Indemnifying Party will exercise good faith in
accepting  any  reasonable,  final  and  complete  settlement  of  an  Asserted
Liability.  In  the  event  the Indemnifying Party elects to defend any Asserted
Liability, the Indemnitee may participate, at its own expense, in the defense of
such  Asserted  Liability.  In the event the Indemnifying Party is not permitted
by  the  Indemnitee  to  defend  the  Asserted  Liability,  it  may nevertheless
participate  at  its  own expense in the defense of such Asserted Liability.  If
the  Indemnifying Party chooses to defend any Asserted Liability, the Indemnitee
shall  make  available  to  the  Indemnifying  Party any books, records or other
documents within its control that are necessary or appropriate for such defense.
Any  Losses  of  any  Indemnitee  for  which an Indemnifying Party is liable for
indemnification  hereunder  shall  be  paid  upon  written  demand  therefor.
(e)     Exclusive Remedy.  The parties agree that the indemnification provisions
of this Section___ shall constitute the sole or exclusive remedy of any party in
seeking  damages or other monetary relief with respect to this Agreement and the
Contemplated  transactions,  provided that, nothing herein shall be construed to
limit the right of any party to seek: (i) injunctive relief for a breach of this
Agreement;  or  (ii)  legal  or  equitable  relief  for  a  claim  for  fraud.

10.     Notices.

Any  notice  which any of the parties hereto may desire to serve upon any of the
other  parties  hereto  shall  be in writing and shall be conclusively deemed to
have  been  received  by  the  party at its address, if mailed, postage prepaid,
United  States  mail,  registered,  return  receipt  requested, to the following
addresses:

                                       15
<PAGE>

If  to  Sorell                Sorell,  Inc.
                              Buk-Ri  35,  Nama-myun
                              Yongin  City,  Gyeonggi-do
                              South  Korea
                              Facsimile  No.:  ____________
                              Attention:  Bon  Kwan  Koo,  Chairman  and  CEO

     If  to  Tojen:           Tojen,  Ltd.
                              19  Sandpiper  Drive
                              Uttoxeter,  Staffordshire
                              England  ST148TA
                              Facsimile  No.:  ________________
                              Attn:  Tom  Adams,  Chairman

11.     Successors.

     This Agreement shall be binding upon and inure to the benefit of the heirs,
personal  representatives  and  successors  and  assigns  of  the  parties.

12.     Choice  of  Law.

     This  Agreement shall be construed and enforced in accordance with the laws
of  the State of Nevada, and the parties submit to the exclusive jurisdiction of
the  courts  of  Nevada  in  respect  of  all  disputes  arising  hereunder.

13.     Counterparts.

     This  Agreement  may  be  signed  in one or more counterparts, all of which
taken  together  shall  constitute  an  entire  agreement.

14.     Confidential  Information.

     Each  of  Sorell  and  Tojen  hereby  acknowledges  and  agrees  that  all
information  disclosed  to  each  other whether written or oral, relating to the
other's business activities, its customer names, addresses, all operating plans,
information  relating  to  its  existing services, new or envisioned products or
services  and  the  development  thereof,  scientific, engineering, or technical
information  relating  to  the others business, marketing or product promotional
material,  including brochures, product literature, plan sheets, and any and all
reports  generated  to  customers, with regard to customers, unpublished list of
names,  and  all  information  relating  to  order processing, pricing, cost and
quotations,  and  any  and  all  information  relating  to  relationships  with
customers, is considered confidential information, and is proprietary to, and is
considered the invaluable trade secret of such party (collectively "Confidential
Information").  Any  disclosure  of  any  Confidential  Information by any party
hereto,  its  employees,  or representatives shall cause immediate, substantial,
and  irreparable  harm  and  loss to the other.  Each party understands that the
other desires to keep such Confidential Information in the strictest confidence,
and  that  such  party's  agreement  to  do  so is a continuing condition of the
receipt  and possession of Confidential Information, and a material provision of
this  agreement,  and  a  condition  that  shall survive the termination of this
Agreement.  Consequently,  each party shall use Confidential Information for the
sole  purpose  of  performing  its  obligations  as  provided  herein.

                                       16
<PAGE>

15.     Public  Announcement.

     The  parties  shall  make no public announcement concerning this agreement,
their  discussions or any other letters, memos or agreements between the parties
relating  to  this  agreement until such time as they agree to the contents of a
mutually  satisfactory press release which they intend to release on the date of
execution  of  this Agreement.  Either of the parties, but only after reasonable
consultation  with  the  other, may make disclosure if required under applicable
law.

16.     Entire  Agreement.

     This  Agreement  sets  forth  the entire agreement and understanding of the
Parties  hereto  with  respect  to  the  transactions  contemplated  hereby, and
supersedes  all prior agreements, arrangements and understandings related to the
subject  matter  hereof.  No  understanding,  promise,  inducement, statement of
intention,  representation,  warranty,  covenant  or condition, written or oral,
express  or implied, whether by statute or otherwise, has been made by any Party
hereto  which  is  not  embodied  in  this  Agreement or the written statements,
certificates, or other documents delivered pursuant hereto or in connection with
the  transactions  contemplated hereby, and no party hereto shall be bound by or
liable  for  any  alleged  understanding,  promise,  inducement,  statement,
representation,  warranty,  covenant  or  condition  not  so  set  forth.

17.     Costs  and  Expenses.

     Except as otherwise specifically set forth herein, each party will bear its
own  attorneys,  brokers,  investment  bankers, agents, and finders employed by,
such  party.  The  parties  will indemnify each other against any claims, costs,
losses, expenses or liabilities arising from any claim for commissions, finder's
fees  or  other  compensation  in  connection with the transactions contemplated
herein which may be asserted by any person based on any agreement or arrangement
for  payment  by  the  other  party.

18.     Attorney's  Fees.

     Should  any  action  be  commenced  between  the  parties to this Agreement
concerning  the  matters  set forth in this Agreement or the right and duties of
either  in  relation  thereto,  the  prevailing  party  in  such Action shall be
entitled,  in  addition  to such other relief as may be granted, to a reasonable
sum  as  and  for  its  Attorney's  Fees  and  Costs.

19.     Finders.

     Sorell  represents  and warrants that there are no finders or other parties
which have represented Sorell in connection with this transaction which have not
been  previously  provided with appropriate compensation.  In the event any such
finders  make  a  claim  for  any  fee,  share issuance of other compensation in
connection  with  the  transactions  contemplated hereby, they shall be the sole
responsibility  of  Sorell.  Tojen  represents  and  warrants  that there are no
finders  or  other  parties which have represented Tojen in connection with this
transaction.  In  the  event  any  such  finders make a claim for any fee, share
issuance  of other compensation in connection with the transactions contemplated
hereby,  they  shall  be  the  sole  responsibility  of  Tojen.


                                       17
<PAGE>

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

For  and  on  behalf  of:          Sorell,  Inc.
                                   a  Nevada  corporation


                                   By: /s/ Bon Kwan Koo
                                       Bon  Kwan  Koo
                                       Chairman  and  Chief  Executive  Officer


For  and  on  behalf  of:              Tojen,  Ltd.
                                       a  _____________



                                   By: /s/ Tom Adams
                                       Tom  Adams
                                       Director

For  and  on  behalf  of  Solely  with  respect  to  Sections  6  and  9:
                    [the  Subsidiary]
                    a  _____________


                                   By: /s/ Bon Kwan Koo
                                       Bon  Kwan  Koo
                                      [Title]


                                       18
<PAGE>

SCHEDULE