STOCK PURCHASE AND
RECAPITALIZATION AGREEMENT

     

    This
Agreement this 30th day of October, 2009 by and among Monogram Energy, Inc., a
Pennsylvania Company (the “Parent”), Triad Therapeutics, Inc., a Delaware corporation (the
"Company").

     

    RECITALS

    


    A.          The
respective Boards of Directors of each of the Company and
Parent,  have approved and declared advisable the merger of the
Company with into Parent (the "Acquisition") and
approved the Merger upon the terms and subject to the conditions set forth in
this Agreement, whereby all of the issued and outstanding share of the common
stock of the Company will be converted into an amount of shares of Parent’s
common stock equal to 95% of the capital stock of the Parent on a
post-acquisition basis.  Following the Acquisition, the Parent will
amend its Certificate of Incorporation to authorize a class of Preferred Stock
that will convert into 95% of the common stock of the Company once it has the
necessary authorized shares to effect such ownership percentage.  The
Company currently has 4,400,000,000 shares of common stock authorized of which
3,773,070,853 shares are outstanding.

     

    B.           The
respective Boards of Directors of the Company and Parent have determined that
the Acquisition is in furtherance of and consistent with their respective
long-term business strategies and is fair to and in the best interests of their
respective stockholders.

     

    C.           It
is intended that, for federal income tax purposes, the Acquisition shall qualify
as a reorganization under the provisions of Section 368(a) of the Internal
Revenue Code of 1986, as amended, and the rules and regulations promulgated
thereunder (the "Code");

     

    D.           For
financial accounting purposes, it is intended that the Acquisition will be
accounted for as a "purchase";

     

    NOW, THEREFORE, in
consideration of the premises, and of the representations, warranties, covenants
and agreements contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

     

    ARTICLE
I

     

    THE
ACQUISITION; CLOSING; EFFECT OF ACQUISITION

     

    SECTION
1.1  The
Acquisition.  Upon
the terms and subject to the conditions set forth in this Agreement and in
accordance with the laws of the State of Pennsylvania ("Pennsylvania Law") at the
Effective Time, the Company shall be acquired by the Parent and the Company will
become a wholly-owned subsidiary of the Parent.  The Parent shall be
deemed the surviving corporation in the Acquisition (sometimes hereinafter
referred to as the "Surviving
Corporation"), and the separate corporate existence of the Company shall
therefrom cease, except as set forth herein. The result will be that the Company
will be a wholly-owned subsidiary of Parent.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SECTION
1.2  Closing.  Subject
to the terms and conditions of this Agreement, the closing of the Acquisition
and the consummation of the other transactions contemplated hereby (the "Closing") shall take
place at the offices of Gersten Savage LLP 600 Lexington Avenue, New York, New
York 10022 on the date hereof.

     

    SECTION
1.3  Effective
Time.  On the date of Closing, the Parent will become the owner
of 100% of the Common Stock of the Company (the "Effective
Time").

     

    SECTION
1.4  Certificate of
Incorporation.  The certificate of incorporation of the Parent
as in effect immediately prior to the Effective Time shall remain as the
certificate of incorporation of the Parent (the "Certificate of
Incorporation"), until duly amended as provided therein or by applicable
law.  It is contemplated that the Certificate of Incorporation will be
amended to change the name of the Parent to Triad Therapeutics, Inc. (or a
similar name that gives effect to the business of the Company and to add
sufficient shares to issue to the shareholders of the Company in order to cause
the Company’s shareholders to own 95% of the Parent after the date
hereof.

     

    SECTION
1.5   By-Laws.  The
by-laws of the Parent in effect immediately prior to the Effective Time shall
remain the by-laws (the "By-Laws"), until
thereafter amended as provided therein or by applicable law.

     

    SECTION
1.6  Directors.  The
sole director of the Company shall, from and after the Effective Time, be Jim
Hennig until his successor has been duly elected or appointed and qualified or
until his earlier death, resignation or removal in accordance with the
Certificate of Incorporation and the By-Laws. As of the Effective Time, the
authorized number of directors comprising the Board of Directors of Parent shall
consist of not less than 3 and not more than 5 individuals.  Jim
Hennig is hereby deemed to be elected to the Board Directors of Parent at the
Effective Time

     

    SECTION
1.7   Officers.  The
sole officer of the Parent shall, from and after the Effective Time, be Jim
Hennig (Chief Executive Officer and President), until his successors has been
duly elected or appointed and qualified or until his earlier death, resignation
or removal in accordance with the Certificate of Incorporation and the
By-Laws.  The Parent intends to add additional officers at a later
date.

     

    SECTION
1.8    Effect on Capital
Stock.  At the Effective Time, as a result of the Acquisition
and without any action on the part of the holder of any capital stock of the
Company:


    
      
         


      

      
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    (a)  Merger
Consideration.

     

    (i)           Each
Company Common Share issued and outstanding immediately prior to the Effective
Time shall be converted into, 21.8861349030864854603315742442 shares of Parent
Common Stock (the "Parent Common
Shares") or such ration that will result in a number of shares which
equal 95% of the outstanding capital stock of Parent.

     

    (ii)          The
Parent Common Shares alternatively, are referred to herein as the “Parent Merger Stock”,
and the conversion of the Company Shares into Parent Stock is referred to as
the  "Acquisition Purchase
Price");

     

    (b)  At
the Effective Time, all Company Shares shall be canceled and the Company shall
cease to exist, and each certificate (a "Certificate")
formerly representing:

     

    (i)          
any Company Common Shares shall thereafter represent only the right to receive
the shares of Parent Common Stock into which such Company Common Shares have
been converted; and

     

    SECTION
1.9  Exchange of Certificates for
Shares.

     

    (a)  Exchange.  At
Closing, Parent shall deliver or cause to be delivered to each respective owner
of Company Shares and in each of their respective names certificates
representing Parent Stock into which the Company Shares that such shareholders
owns are to be converted as set forth on Schedule 1.9 attached
hereto.

     

    (b)  Fractional
Shares.  No certificates or scrip representing fractional
shares of Parent Common Stock shall be issued upon the surrender for exchange of
Certificates pursuant to this Article I; no dividend or other distribution by
Parent and no stock split, combination or reclassification shall relate to any
such fractional share; and no such fractional share shall entitle the record or
beneficial owner thereof to vote or to any other rights of a stockholder of
Parent. In lieu of any such factional share, each holder of Company Shares who
would otherwise have been entitled thereto upon the surrender of Certificate(s)
for exchange pursuant to this Article I will be paid an additional share of
Parent Common Stock.

     

    (c)   Adjustments of Conversion
Number.  In the event that Parent changes the number of shares
of Parent Common Stock issued and outstanding prior to the Effective Time as a
result of a reclassification, stock split (including a reverse split), dividend
or distribution, recapitalization, merger (other than the Acquisition, Stock
Purchase or the cancellation of options previously granted by the Company),
subdivision, or other similar transaction with a dilutive effect, or if a record
date with respect to any of the foregoing shall occur prior to the Effective
Time, the conversion number shall be equitably adjusted.


    
      
         


      

      
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    ARTICLE
II

     

    REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND SELLER

     

    The
Company represents, warrants and covenants to Parent as follows and acknowledges
that Parent is relying upon such representations and warranties in connection
with the Contemplated Transactions (as hereinafter defined):

     

    SECTION
2.1  Capitalization.  The
outstanding and issued capital stock of the Company consists of 87,035,952
shares of common stock.  Schedule 1.9
sets forth the name of each record and beneficial shareholder of the Company
(each a "Shareholder" and
collectively the "Shareholders") and
the number of Company Shares held by each such person.  The Company
does not and, at the Closing, the Company will not, have outstanding any capital
stock or other securities or any rights, warrants or options to acquire
securities of the Company, or any convertible or exchangeable securities and,
other than Parent pursuant to this Agreement, no person has or, at Closing will
have, any right to purchase or otherwise acquire any securities of the Company,
except that the Company has outstanding warrants to purchase an aggregate of
6,734 shares at $50 per share.  There are, and at Closing there will
be, no outstanding obligations of the Company to repurchase, redeem or otherwise
acquire any securities of the Company.  All of the Company Shares are,
and at Closing will be, duly authorized, duly and validly issued, fully paid and
non-assessable, and none were issued in violation of any preemptive rights,
rights of first refusal or any other contractual or legal restrictions of any
kind.

     

    SECTION
2.2  Title
to the Shares.  The Company’s shareholders are the beneficial
owners and hold good and valid title to its Company Shares free and clear of any
Lien.  Upon consummation of the Contemplated Transactions and the
satisfaction of the conditions to Closing set forth herein, Parent will own all
of the issued and outstanding shares of capital stock of the Company, free and
clear of any Lien.  At the Closing, Seller and each Shareholder of the
Company will deliver the Company Shares to Parent free and clear of any Lien,
other than restrictions imposed by the Securities Act of 1933, as amended, (the
"Securities
Act") and applicable securities Laws including the laws of the State
of Delaware.

     

    SECTION
2.3  Authority Relative to this
Agreement.  At the Closing, the Company will have full power,
capacity and authority to execute and deliver each Transaction Document to which
it is or, at Closing, will be, a party and to consummate the transactions
contemplated hereby and thereby (the "Contemplated
Transactions").  The execution, delivery and performance by the
Company of each Transaction Document and the consummation of the Contemplated
Transactions to which the Company are, or at Closing, will be, a party will have
been duly and validly authorized by the Company and no other acts by or on
behalf of the Company will be necessary or required to authorize the execution,
delivery and performance by  the Company of each Transaction Document
and the consummation of the Contemplated Transactions to which it, is or, at
Closing, will be, a party.  This Agreement and the other Transaction
Documents to which the Company is a party have been duly and validly executed
and delivered by the Company  and (assuming the valid execution and
delivery thereof by the other parties thereto) will constitute the legal, valid
and binding agreements of the Company respectively, enforceable against the
Company and Seller in accordance with their respective terms, except as such
obligations and their enforceability may be limited by applicable bankruptcy and
other similar Laws affecting the enforcement of creditors' rights generally and
except that the availability of equitable remedies is subject to the discretion
of the court before which any proceeding therefore may be brought (whether at
law or in equity).


    
      
         


      

      
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    SECTION
2.4  No
Conflicts; Consents.  The execution, delivery and performance
by the Company of each Transaction Document to which it is a party and the
consummation of the Contemplated Transactions to which the Company is a party,
upon approval of the Shareholders will not: (i) violate any provision of
the certificate of incorporation or memorandum of association of the Company;
(ii) require the Company to obtain any consent, approval or action of or
waiver from, or make any filing with, or give any notice to, any Governmental
Body or any other person; (iii) violate, conflict with or result in a breach or
default under (with or without the giving of notice or the passage of time or
both), or permit the suspension or termination of, any material Contract
(including any Real Property Lease) to which the Company is a party or by which
it or any of its assets is bound or subject, or to the best of Company’s
knowledge and information result in the creation of any Lien upon any of the
Company Shares or upon any of the Assets of the Company; (iv) violate any
Order, any Law, of any Governmental Body against, or binding upon, the Company
or upon any of their respective assets or the Business; or (v) violate or
result in the revocation or suspension of any Permit.

     

    SECTION
2.5  Corporate Existence and
Power.  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and has
all requisite powers, authority and all Permits required to own and/or operate
its Assets and to carry on the Business as now conducted, including all
qualifications under any statute in effect in any state or foreign jurisdiction
in which the Company operates its Business.  The Company is duly
qualified to do business and is in good standing in each state of the United
States and in each other jurisdiction where the character of the property owned
or leased by it or the nature of its activities makes such qualification
necessary.

     

    SECTION
2.6  Charter
Documents and Corporate Records.  The Company has heretofore
delivered to Parent true and complete copies of the Articles of Incorporation,
By-Laws and minute books, or comparable instruments, of the Company as in effect
on the date hereof.  The stock transfer books of the Company have been
made available to Parent for its inspection and are true and complete in all
respects.

     

    SECTION
2.7   Financial Conditions

     

    (a) All
financial, business and accounting books, ledgers, accounts and official and
other records relating to the Company have been properly and accurately kept and
completed, and the Company has no knowledge, notice belief or information there
are any material inaccuracies or discrepancies contained or reflected
therein.

     

    SECTION
2.8  Liabilities. The
Company has not incurred any Liabilities since June 30, 2009 (the "Latest Balance Sheet
Date") except (i) current Liabilities for trade or business
obligations incurred in connection with the purchase of goods or services in the
ordinary course of the Business and consistent with past practice, (ii)
professional fees related to this Transaction and (iii) for payroll taxes as
disclosed in Schedule 2.16.


    
      
         


      

      
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    SECTION
2.9  Company
Receivables.  Except to the extent of the amount of the
allowance for doubtful accounts reflected in the Annual Statements and the
Interim Statements, all the Receivables of the Company reflected therein, and
all Receivables that have arisen since the Latest Balance Sheet Date (except
Receivables that have been collected since such date), are valid and enforceable
Claims subject to no known defenses, offsets, returns, allowances or credits of
any kind, and constitute bona fide Receivables collectible in the ordinary
course of the Business except as enforceability may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or
similar laws or principles of equity affecting the enforcement of creditors
rights generally.

     

    SECTION
2.10  Absence of Certain
Changes.  (a) Since December 31, 2008, the Company has
conducted the Business in the ordinary course consistent with past practice,
except as disclosed on Schedule 2.10 hereof,
and there has not been:

     

    (i)           Any
material adverse change in the Condition of the Business;

     

    (ii)          Any
material damage, destruction or other casualty loss (whether or not covered by
insurance), condemnation or other taking affecting the Business or the Assets of
the Company;

     

    (iii)         Any
change in any method of accounting or accounting practice by the
Company;

     

    (iv)         Except
for normal increases granted in the ordinary course of business, any increase in
the compensation, commission, bonus or other direct or indirect remuneration
paid, payable or to become payable to any officer, stockholder, director,
consultant, agent or employee of the Company, or any alteration in the benefits
payable or provided to any thereof;

     

    (v)          Any
material adverse change in the relationship of the Company with its employees,
customers, suppliers or vendors;

     

    (vi)         Except
for any changes made in the ordinary course of Business, any material change in
any of the Company's business policies, including advertising, marketing,
selling, pricing, purchasing, personnel, returns or budget
policies;

     

    (vii)        Any
agreement or arrangement whether written or oral to do any of the
foregoing.


    
      
         


      

      
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    (viii)       The
Company has no Liability that is past due and which, individually or in the
aggregate, exceeds $10,000, except as shown on Schedule 2.10
hereto.

     

    SECTION
2.11  Leased
Real Property.  (a) The Company has no fee interest,
purchase options or rights of first refusal in any real property and the Company
has no leasehold or other interest in any real property, except as set forth on
Schedule 2.11
(the "Leased Real
Property"), and all leases including all amendments, modifications,
extensions, renewals and/or supplements thereto (collectively, "Real Property
Leases") are described on Schedule 2.11.

     

    SECTION
2.12  Personal Property;
Assets.  The Company has good and valid title to (or valid
leasehold interest in) all of its personal property and Assets, free and clear
of all Liens, except the Permitted Liens and as indicated on Schedule 2.12.  The
machinery, equipment, computer software and other tangible personal property
constituting part of the Assets and all other Assets (whether owned or leased)
are in good condition and repair (subject to normal wear and tear) and are
reasonably sufficient and adequate in quantity and quality for the operation of
the Business as previously and presently conducted.  Schedule 2.12
contains a list and description of all tangible personal property owned or
leased by the Company with a book value (before depreciation) of $25,000 or
more.  The Assets constitute all of the assets, which are necessary to
operate the Business of the Company as currently conducted.

     

    SECTION
2.13  Contracts.  (a)  Schedule 2.13
sets forth an accurate and complete list of all Contracts to which the Company
is a party or by which it or its Assets are bound or subject that: (i) cannot be
canceled upon 30 days' notice without the payment or penalty of less than One
Thousand Dollars ($1,000); or (ii) involve aggregate annual future payments by
or to any person of more than Five Thousand Dollars ($5,000). True and complete
copies of all written Contracts (including all amendments thereto and waivers in
respect thereof) and summaries of the material provisions of all oral Contracts
so listed have been made available to Buyer.

     

    (b)  All
Contracts to which the Company is a party are valid, subsisting, in full force
and effect and binding upon the Company and the other parties thereto, in
accordance with their terms, except that no representation or warranty is given
as to the enforceability of any oral Contracts.  Except as set forth
on Schedule
2.13, the Company is not in default (or alleged default) under any such
Contract.

     

    SECTION
2.14  Patents and Intellectual
Property Rights.  (a)  patents, trademarks, trade names,
service marks, brand marks, brand names, and registered
copyrights.  The  Company has  not conflicted
with, infringed upon, violated or interfered with  any right, title,
interest or goodwill, including, without limitation, any intellectual property
right, patent, trademark, trade name, service mark, brand name, computer
program, database, industrial design, trade secret, copyright or any pending
application thereto of any other person and there have been no claims made and
the Company has not received any notice or otherwise know that any of the
foregoing is invalid or conflicts with the asserted rights of other Persons or
have not been used or enforced or have been failed to be used or enforced in a
manner that would result in the abandonment, cancellation or unenforceability of
the Intellectual Property.


    
      
         


      

      
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    (b)  The
Company owns or has rights to use all, know-how, formulae and other proprietary
and trade rights necessary to conduct the Business as it is now
conducted.  The Company has not forfeited or otherwise relinquished
any such Intellectual Property, know-how, formulae or other proprietary right
used in the conduct of the Business as now conducted.

     

    (c)   To
the extent used in the conduct of the Business by the Company, each of the
licenses or other contracts relating to the Company's intellectual property
(collectively, the "Intellectual Property
Licenses") is in full force and effect and is valid and enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors’ rights and
remedies generally, and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity), and there is no notice or claim of default under any Intellectual
Property License either by the Company or, to the Company's knowledge, by any
other party thereto, and to the Company’s knowledge, no event has occurred that
with the lapse of time or the giving of notice or both would constitute a
default by the Company thereunder.

     

    SECTION
2.15  Claims
and Proceedings. There are no outstanding Orders of any Governmental Body
against or involving the Company, its Assets, the Business, or the Company
Shares. There are no actions, suits, claims or counterclaims, examinations,
Company Required Consents or legal, administrative, governmental or arbitral
proceedings or investigations (collectively, "Claims") (whether or
not the defense thereof or Liabilities in respect thereof are covered by
insurance), pending or, to the best of the Company's knowledge, threatened on
the date hereof, against or involving the Company, its Assets, the Business or
the Company Shares.

     

    SECTION
2.16   Taxes.  (a)
 Except as set forth in Schedule 2.16:

     

    (i)           The
Company has timely filed or, if not yet due but due before Closing, will timely
file all Tax Returns required to be filed by it for all taxable periods ending
on or before the date of Closing and all such Tax Returns are or, if not yet
filed, will be, upon filing, true, correct and complete in all material
respects;

     

    (ii)          the
Company has paid, or if payment is not yet due but due before Closing, will
promptly pay when due to each appropriate Tax Authority, all Taxes of the
Company shown as due on the Tax Returns required to be filed by it for all
taxable periods ending on or before the date of Closing;

     

    (iii)         the
accruals for Taxes currently payable as well as for deferred Taxes shown on the
financial statements of the Company as of the date of the Annual Statements, the
Interim Statements or the date of any financial statements delivered hereunder:
(A) adequately provide for all contingent Tax Liabilities of the Company as
of the date thereof; and (B) accurately reflect, as of the date thereof,
all unpaid Taxes of the Company whether or not disputed, in each case as
required to be reflected thereon in order for such statements to be in
accordance with GAAP;


    
      
         


      

      
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    (iv)         no
extension of time has been requested or granted for the Company to file any Tax
Return that has not yet been filed or to pay any Tax that has not yet been paid
and the Company has not granted a power of attorney that remains outstanding
with regard to any Tax matter;

     

    (v)          the
Company has not received notice of a determination by a Tax Authority that Taxes
are currently owed by the Company (such determination to be referred to as a
"Tax
Deficiency") and, to the Company's knowledge, no Tax Deficiency is
proposed or threatened;

     

    (vi)         all
Tax Deficiencies have been paid or finally settled and all amounts determined by
settlement to be owed have been paid;

     

    (vii)        there
are no Tax Liens on or pending against the Company or any of the Assets, other
than those which constitute Permitted Liens;

     

    (viii)       there
are no presently outstanding waivers or extensions or requests for a waiver or
extension of the time within which a Tax Deficiency may be asserted or
assessed;

     

    (ix)          no
issue has been raised in any examination, investigation, Company Required
Consents, suit, action, claim or proceeding relating to Taxes (a "Tax Company Required
Consents") which, by application of similar principles to any past,
present or future period, would result in a Tax Deficiency for such
period;

     

    (x)          there
are no pending or threatened Tax audits of the Company;

     

    (xi)          the
Company has no deferred intercompany gains or losses that have not been fully
taken into income for income Tax purposes;

     

    (xii)         there
are no transfer or other taxes (other than income taxes) imposed by any state on
the Company by virtue of the Contemplated Transactions; and

     

    (xiii)        no
claim has been made by any Tax Authority that the Company is subject to Tax in a
jurisdiction in which the Company is not then paying Tax of the type
asserted.


    
      
         


      

      
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    Each
reference to a provision of the Code in this Section 2.16 shall be treated
for state and local Tax purposes as a reference to analogous or similar
provisions of state and local law.

     

    (b)  To
the Company’s knowledge, the Company has collected and remitted to the
appropriate Tax Authority all sales and use or similar Taxes required to be
collected on or prior to the date of Closing and has been furnished properly
completed exemption certificates for all exempt transactions and has no
information otherwise or notice of any claim by any government or jurisdiction
with regards thereto.  The Company has maintained and has in its
possession all records, supporting documents and exemption certificates required
by applicable sales and use Tax statutes and regulations to be retained in
connection with the collection and remittance of sales and use Taxes for all
periods up to and including the date of Closing.  With respect to
sales made by the Company prior to the date of Closing for which sales and use
Taxes are not yet due as of the date of Closing, all applicable sales and use
Taxes payable with respect to such sales will have been collected or billed by
the Company and will be included in the Assets of the Company as of the date of
Closing.

     

    SECTION
2.17  Compliance with
Laws.  The Company is not in violation of any order, judgment,
injunction, award, citation, decree, consent decree or writ (collectively,
"Orders") and
to the best of the Company’s knowledge, belief  and information, any
Laws of any Governmental Bodies affecting the Company, the Company Shares or the
Business.

     

    SECTION
2.18  Permits.  The
Company has obtained all licenses, permits, certificates, certificates of
occupancy, orders, authorizations and approvals (collectively, "Permits"), and has
made all required registrations and filings with all Governmental Bodies, that
are necessary to the ownership of the Assets, the use and occupancy of the
Leased Real Property, as presently used and operated, and the conduct of the
Business or otherwise required to be obtained by the Company.  All
Permits required to be obtained or maintained by the Company and are in full
force and effect; no violations are or have been recorded, nor have any notices
or violations thereof been received, in respect of any Permit; and no proceeding
is pending or threatened to revoke or limit any Permit; and the consummation of
the Contemplated Transactions will not (or with the giving of notice or the
passage of time or both will not) cause any Permit to be revoked or
limited.

     

    SECTION
2.19  Environmental
Matters. To the best of the Company’s knowledge, belief  and
information, the Company is, and at all times has been, in full compliance with,
and has not been and is not in violation of or liable under, any Environmental
Law.

     

    SECTION
2.20  Finders
Fees.  There is no investment banker, broker, finder or other
intermediary which has been retained by or is authorized to act on behalf of the
Company who might be entitled to any fee or commission from the Company in
connection with the consummation of the Contemplated
Transactions.


    
      
         


      

      
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    SECTION
2.21  Disclosure.  Neither
this Agreement, the Schedules hereto, nor any reviewed or unaudited financial
statements, documents or certificates furnished or to be furnished to Buyer or
Parent by or on behalf of the Company pursuant to this Agreement contains or
will contain any untrue statement of a material fact or omits or will omit to
state a material fact necessary in order to make the statements contained herein
or therein not misleading.  Except for general current economic
conditions effecting the entire economy or the Company’s entire industry and not
specific to the Business, there are no events, transactions or other facts known
by the Company, 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 Condition of the Business.

     

    ARTICLE
III

     

    REPRESENTATIONS
AND WARRANTIES OF PARENT

     

    Buyer
jointly and severally represent, warrant and covenant to the Company as follows
and acknowledge that the Company and Seller are relying upon such
representations and warranties in connection with the Contemplated
Transactions:

     

    SECTION
3.1  Authority Relative to this
Agreement. Parent have full power and authority to execute and deliver
each Transaction Document to which they are or, at Closing, will be, a party and
to consummate the Contemplated Transactions.  Following the approval
of the boards of directors of Parent with respect to the Contemplated
Transactions, the execution, delivery and performance by Buyer and Parent of
each Transaction Document and the consummation of the Contemplated Transactions
to which they are or, at Closing, will be, a party have been duly and validly
authorized and approved by Parent and no other acts by or on behalf of Parent
are necessary or required to authorize the execution, delivery and performance
by Parent of each Transaction Document and the consummation of the Contemplated
Transactions to which they are or, at Closing, will be a party.  This
Agreement and the other Transaction Documents to which Parent are a party have
been, duly and validly executed and delivered by Buyer and Parent and (assuming
the valid execution and delivery thereof by the other parties thereto)
constitutes, or will, at the Closing, constitute, as the case may be, the legal,
valid and binding agreements of Parent enforceable against each of them in
accordance with their respective terms, except as such obligations and their
enforceability may be limited by applicable bankruptcy and other similar Laws
affecting the enforcement of creditors' rights generally and except that the
availability of equitable remedies is subject to the discretion of the court
before which any proceeding therefore may be brought (whether at law or in
equity).

     

    SECTION
3.2  No
Conflicts; Consents.  The execution, delivery and performance
by Parent of each Transaction Document to which they are a party and the
consummation of the Contemplated Transactions to which Parent are a party does
not and will not: (i) violate any provision of the certificate of
incorporation or by-laws of Parent, as the case may be; (ii) require Parent
to obtain any consent, approval or action of or waiver from, or make any filing
with, or give any notice to, any Governmental Body or any other person.;
(iii)  violate, conflict with or result in the breach or default under
(with or without the giving of notice or the passage of time), or permit the
suspension or termination of, any material Contract to which  Parent
are a party or any of them or any of their assets is bound or subject or result
in the creation or any Lien upon any of Parent Merger Stock or upon any assets
of Parent; or (iv) violate any Order or, to Buyer’s knowledge, any Law of
any Governmental Body against, or binding upon, Parent, or upon any of their
respective assets or businesses.


    
      
         


      

      
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    SECTION
3.3  Corporate Existence and
Power of Parent. Parent is a corporation duly organized, validly existing
and in good standing under the laws of the State of Pennsylvania, and has all
requisite corporate powers and all material governmental licenses,
authorizations, consents and approvals required to carry on its business as now
conducted.

     

    SECTION
3.4  The
Parent Acquisition Stock.  At
the closing, the Parent Acquisition Stock will have been duly authorized by
Parent and, when issued to Shareholders pursuant to this Agreement, will be duly
issued, fully paid and non-assessable shares of Parent Acquisition
Stock.  The Parent Acquisition Stock, when issued pursuant hereto:
(i) will not be issued in violation of or subject to any preemptive rights,
rights of first refusal or, other than as set forth in this Agreement,
contractual restrictions of any kind; and (ii) will vest in Shareholders,
respectively, good title to Parent Acquisition Stock free and clear of all
Liens.

     

    SECTION
3.5  Capitalization.  At
the closing, the authorized capital stock of Parent consists of: (i)
4,400,000,000 shares of common stock, $0.001 par value; and (ii) no shares of
preferred stock.  Parent has: (i) 3,773,070,853 shares of common
stock; and (ii) 3,500,000 shares of preferred stock issued and
outstanding.  Parent will take the necessary steps to effect an
amendment to the Company’s certificate of incorporation or to affect a reverse
split to cause the shareholders of the Company to own 95% of the Company taking
into account the Acquisition.  To the knowledge of Parent, Parent will
not have outstanding any capital stock or other securities or any rights,
warrants or options to acquire securities of Parent or any convertible or
exchangeable securities and, other than Parent pursuant to this Agreement, to
the knowledge of Parent, no person has or at Closing will have, any right to
purchase or otherwise acquire any securities of Parent.  There are,
and at Closing there will be, to the knowledge of Parent, no outstanding
obligations of Parent to repurchase, redeem or otherwise acquire any securities
of Parent.  All of Parent  Stock is, and at Closing will be,
duly authorized, duly and validly issued, fully paid and non-assessable, and to
the knowledge of Parent, none were issued in violation of any preemptive rights,
rights of first refusal or any other contractual or legal restrictions of any
kind.

     

    SECTION
3.6  Disclosure of
Information.  Parent has been given the opportunity: (i) to ask
questions of, and to receive answers from, persons acting on behalf of the
Company concerning the terms and conditions of the Contemplated Transactions and
the business, properties, prospects and financial conditions of the Company; and
(ii) to obtain any additional information (to the extent the Company or any of
the Shareholders possesses such information or is able to acquire it without
unreasonable effort or expense and without breach of confidentiality
obligations) necessary to verify the accuracy of information provided about the
Company.

     

    SECTION
3.7  Charter
Documents and Corporate Records. Parent and has heretofore delivered to
the Company true and complete copies of the certificate of incorporation,
by-laws and minute books, or comparable instruments, of Parent as in effect on
the date hereof.  A stock list certified by Parent’s Transfer Agent
has been made available to the Company for its inspection and the Parent
represents that such list to its knowledge is true and complete in all
respects.


    
      
         


      

      
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    SECTION
3.8  Assets
and Liabilities. The
Parent has no any Liabilities and no Assets.  To the best of Parent’s
knowledge the financial statements of Parent are in a condition that they can be
audited.

     

    SECTION
3.9  Absence
of Certain Changes.  Since December 31, 2008, Parent has
conducted its business in the ordinary course consistent with past practice and
except for this transaction as disclosed on Schedule 3.12 hereto
there has not been:

     

    (a)  Any
change in any method of accounting or accounting practice by
Parent;

     

    (b)  Any
increase in the compensation, commission, bonus or other direct or indirect
remuneration paid, payable or to become payable to any officer, stockholder,
director, consultant, agent or employee of Parent, or any alteration in the
benefits payable or provided to any thereof;

     

    (c)   Any
material adverse change in the relationship of Parent with its employees,
customers, suppliers or vendors;

     

    (d)   Except
for any changes made in the ordinary course of business, any material change in
any of Parent's business policies, including advertising, marketing, selling,
pricing, purchasing, personnel, returns or budget policies;

     

    (e)    Any
agreement or arrangement whether written or oral to do any of the foregoing;
and

     

    (f)     Parent
has no Liability that is past due.

     

    SECTION
3.10  Contracts.

     

    (a)  To
the knowledge of Parent there are no Contracts to which Parent is a party or by
which it or its assets are bound or subject that: (i) cannot be canceled upon 30
days' notice without the payment or penalty of less than One Thousand Dollars
($1,000); or (ii) involve aggregate annual future payments by or to any person
of more than Five Thousand Dollars ($5,000). True and complete copies of all
written Contracts (including all amendments thereto and waivers in respect
thereof) and summaries of the material provisions of all oral Contracts so
listed have been made available to the Company.


    
      
         


      

      
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    (b) All
Contracts to which Parent is a party, to the knowledge of Parent are valid,
subsisting, in full force and effect and binding upon Parent and the other
parties thereto, in accordance with their terms, except that no representation
or warranty is given as to the enforceability of any oral
Contracts.  To the best of Parent’s knowledge and belief, Parent is
not in default (or alleged default) under any such Contract.  All
Contracts to which the Company is a party are valid, subsisting, in full force
and effect and binding upon the Company and the other parties thereto, in
accordance with their terms, except that no representation or warranty is given
as to the enforceability of any oral Contracts.  The Parent is not in
default (or alleged default) under any such Contract.

     

    SECTION
3.11  Claims
and Proceedings. To the knowledge of Parent, there are no outstanding
Orders of any Governmental Body against or involving Parent, its assets or its
business. To the knowledge of Parent, there are no Claims (whether or not the
defense thereof or Liabilities in respect thereof are covered by insurance),
pending or, to the best of Parent's and  knowledge, threatened on the
date hereof, against or involving Parent, its assets or its
business.  The Parent is not subject to any SEC or FINRA order or
investigation and has no outstanding comments pending with the SEC or
FINRA.

     

    SECTION
3.12  Compliance with
Laws.  The Parent is not in violation of any Orders or any Laws
related to or promulgated under the Securities Act or the Exchange Act (15 USC §
78a et seq.) and to the
best of Parent’s knowledge, belief and information, any Laws of any Governmental
Bodies affecting Parent or the Parent Acquisition Stock.

     

    SECTION
3.13  Environmental
Matters. To the best of Parent’s knowledge, belief  and
information, Parent is, and at all times has been, in full compliance with, and
has not been and is not in violation of or liable under, any Environmental
Law.

     

    SECTION
3.14  Finders
Fees.  There is no investment banker, broker, finder or other
intermediary which has been retained by or is authorized to act on behalf of
Parent who might be entitled to any fee or commission from Parent in connection
with the consummation of the Contemplated Transactions.

     

    ARTICLE
IV

     

    COVENANTS
AND AGREEMENTS

     

    The
Company jointly and severally, covenant to Buyer and Parent, and Parent, jointly
and severally, covenant to the Company and Seller that:

     

    SECTION
4.1  Filings
and Authorizations.  The parties hereto shall cooperate and use
their respective best efforts to make, or cause to be made, all registrations,
filings, applications and submissions, to give all notices and to obtain all
governmental or other third party consents, transfers, approvals, Orders and
waivers necessary or desirable for the consummation of the Contemplated
Transactions in accordance with the terms of this Agreement; and shall furnish
copies thereof to each other party prior to such filing and shall not make any
such registration, filing, application or submission to which Parent or the
Company, as the case may be, reasonably objects in writing.  All such
filings shall comply in form and content in all material respects with
applicable Law.  The parties hereto also agree to furnish each other
with copies of such filings and any correspondence received from any
Governmental Body in connection therewith.


    
      
         


      

      
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    SECTION
4.2  Confidentiality.  Each
Party (the “Receiving
Party”) shall, and shall cause its respective Affiliates and
Representatives to (each such Affiliate or Representative of either the Company
or the Parent, as the case may be, a “Receiving Party
Representative”) to, maintain in confidence all information received from
the other Party or a Company (the “Disclosing Party”)
(other than disclosure to that Person’s Representatives in connection with the
evaluation and consummation of the Transactions), and such Disclosing Party’s
Affiliates or Representatives (as the case may be, a “Disclosing Party
Representative”) in connection with this Agreement or the transactions
contemplated by the Transaction Documents (including the existence and terms of
this Agreement and the such transactions) and use such information solely to
evaluate such transactions, unless i) such information can be shown to be
already known to the Receiving Party or a Receiving Party Representative before
the time of disclosure to such Person, ii) such information can be shown to be
subsequently disclosed to the Receiving Party or a Receiving Party
Representative by a third party that, to the knowledge of the Receiving Party or
such Receiving Party Representative, is not bound by a duty of confidentiality
to the Disclosing Party or any Disclosing Party Representative, iii) such
information is or becomes publicly available through no breach of this Agreement
by, or other fault of, the Receiving Party or any Receiving Party Representative
or iv) the Receiving Party or Receiving Party Representative in good faith
believes that the furnishing or use of such information is required by, or
necessary in connection with, any proceeding, Law or any listing or trading
agreement concerning its publicly traded securities (in which case the Receiving
Party or such Receiving Party Representative shall, as promptly as practicable,
advise the Disclosing Party in writing before making the disclosure and
cooperate with the Disclosing Party to limit the scope of such
disclosure).

     

    SECTION
4.3  Expenses. Parent and
the Company shall bear their respective expenses, in each case, incurred in
connection with the preparation, execution and performance of the Transaction
Documents and the Contemplated Transactions, including, without limitation, all
fees and expenses of their respective Representatives, and the Company shall
bear all the fees and expenses of any Company's Representatives.

     

    SECTION
4.4  Tax
Matters. The Company shall reasonably cooperate, and shall cause its
Representatives reasonably to cooperate, in preparing and filing all Tax
Returns, including maintaining and making available to each other all records
necessary in connection with the preparation and filing of Tax Returns, the
payment of Taxes and the resolution of Tax audits and Tax Deficiencies with
respect to all taxable periods.  Refunds or credits of Taxes that were
paid by the Company with respect to any periods shall be for the account of the
Company.

     

    SECTION
4.5  Further
Assurances.  At any time and from time to time after the date
of Closing, upon the reasonable request of any party hereto, the other
party(ies), shall do, execute, acknowledge and deliver, or cause to be done,
executed, acknowledged or delivered, all such further documents, instruments or
assurances, as may be necessary, desirable or proper to carry out the intent and
accomplish the purposes of this Agreement.


    
      
         


      

      
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    SECTION
4.6  Restricted
Securities.  The parties acknowledge and agree that the Company
Shares and Parent Acquisition Stock being issued or transferred pursuant to the
Contemplated Transactions are being issued or transferred pursuant to the
exemption from the registration requirements of the Securities Act and
constitute "restricted securities" within the meaning of the Securities
Act.  Such securities may not be transferred absent compliance with
the provisions of the Securities Act, other applicable Laws, and all stock
certificates evidencing such securities shall bear a legend to such effect and
to the effect that such shares are subject to the terms and provisions of this
Agreement; provided, however, that it is anticipated that for purposes of Rule
144 of the Securities Act, that the holding period of Parent Acquisition Stock
for each shareholder of the Company shall be determined to commence on the date
of acquisition of the Company Shares (as converted pursuant to this Agreement)
for each such respective holder.

     

    SECTION
4.7  Due
Diligence.  Prior to the Closing Date, Parent agrees that the
Company shall be entitled, through its Representatives, to make such
investigation of the properties, businesses and operations of Parent and such
examination of the books, records and financial condition of Parent, as the
Company reasonably deems necessary.  Any such investigation and
examination shall be conducted at reasonable times, under reasonable
circumstances and upon reasonable notice.  No investigation by Parent
shall diminish or obviate any of the representations, warranties, covenants or
agreements of Parent contained in this Agreement.

     

    ARTICLE
V

     

    CONDITIONS
TO CLOSING

     

    SECTION
5.1  Conditions to the
Obligations of the Parties.  The obligations of the Parties to
consummate the Contemplated Transactions are subject to the satisfaction of the
following conditions:

     

    (a)  No
Injunction.  No provision of any applicable Law and no Order
shall prohibit the consummation of the Contemplated Transactions.

     

    (b)  No Proceedings or
Litigation.  No Claim instituted by any person (other than the
Company, Shareholders or their respective Affiliates) shall have been commenced
or pending against any Shareholder, the Company or any of their respective
Affiliates, officers or directors, which Claim seeks to restrain, prevent,
change or delay in any respect the Contemplated Transactions or seeks to
challenge any of the terms or provisions of this Agreement or seeks damages in
connection with any of such transactions.


    
      
         


      

      
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    SECTION
5.2  Conditions to the
Obligations of the Company .  The obligations of the Company
hereunder to consummate the Contemplated Transactions are subject, at the option
of the Company, to the fulfillment prior to or at the Closing of each of the
following further conditions:

     

    (a) Performance.  Parent
shall have performed and complied in all material respects with all agreements,
obligations and covenants required by this Agreement to be performed or complied
with by it at or prior to the Closing Date.

     

    (b) Representations and
Warranties.  The representations and warranties of Parent
contained in this Agreement and in any certificate or other writing delivered by
Parent pursuant hereto shall be true in all material respects at and as of the
Closing Date as if made at and as of such time (except for those representations
and warranties made as of a specific date which shall be true in all material
respects as of the date made).

     

    (c)  No Material Adverse
Change.  From the date hereof through the Closing, there shall
not have occurred any event or condition that has had or could have a material
adverse effect on Parent.

     

    (d)  Documentation.  There
shall have been delivered to the Company the following:

     

    (i)           A
certificate, dated the Closing Date, of the Chairman of the Board and the
President of Parent confirming the matters set forth in Section 5.2(a) (b)
and (c) hereof; and

     

    (ii)          Parent
Acquisition Stock certificates, registered in the name of each Shareholder as
set forth on Schedule
1.9 attached hereto, (with the appropriate restrictive legends as
applicable), evidencing satisfaction of the Acquisition Purchase Price in
accordance with Section 1.9;

    


    SECTION
5.3  Conditions to the
Obligations of Parent.  All
obligations of Parent to consummate the Contemplated Transactions hereunder are
subject, at the option of Parent, to the fulfillment prior to or at the Closing
of each of the following further conditions:

     

    (a) Performance.  The
Company shall have performed and complied in all material respects with all
agreements, obligations and covenants required by this Agreement to be performed
or complied with by them at or prior to the Closing Date.

     

    (b) Representations and
Warranties.  The representations and warranties of the Company
contained in this Agreement and in any certificate or other writing delivered by
the Company pursuant hereto shall be true in all material respects at and as of
the Closing Date as if made at and as of such time (except for those
representations and warranties made as of a specific date which shall be true in
all material respects as of the date made).


    
      
         


      

      
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    (c)  No Material Adverse
Change.  From the date hereof through the Closing, there shall
not have occurred any event or condition that has had or could have a material
adverse effect on the Company.

     

    (d)  Documentation.  There
shall have been delivered to Parent the following:

     

    (i)           A
certificate, dated the Closing Date, of the Secretary of the Company certifying,
among other things, that attached or appended to such certificate: (i) is a
true and correct copy of the Company's certificate of incorporation and all
amendments thereto, if any, as of the date thereof certified by the Secretary of
State of the State of Delaware; and (ii) is a true and correct copy of the
Company's memorandum of association as of the date thereof;

     

    (ii)                  Company
Share certificates representing the number of Company Shares duly endorsed in
blank or accompanied by stock powers duly endorsed in blank and in suitable form
for transfer to Parent by delivery.

     

    ARTICLE
VI

     

    INDEMNIFICATION

     

    SECTION
6.1  Survival of Representations,
Warranties and Covenants.  Notwithstanding any right of Parent
fully to investigate the affairs of the Company and the rights of the Company to
fully investigate the affairs of Parent, and notwithstanding any knowledge of
facts determined or determinable by Parent and the Company, pursuant to such
investigation or right of investigation, Parent, the Company have the right to
rely fully upon the representations, warranties, covenants and agreements of the
Company, and Parent 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 the Company, and Parent
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 twelve (12) months after the date of Closing; provided,
however, that liability any party shall not terminate as to any specific claim
or claims which arise or result from or are related to a Claim for
fraud.

     

    SECTION
6.2  Notice
and Opportunity to Defend Third Party Claims.

     

    (a) 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 a Loss (an "Asserted Liability"),
the Indemnitee shall give notice thereof (the "Claims Notice") to
the party or parties obligated to provide indemnification pursuant to Sections
6.2, or 6.3 (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 Loss that has been or may be
suffered by the Indemnitee.


    
      
         


      

      
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    (b)  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 (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 6.4(b), 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 6.4(b) 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.


    
      
         


      

      
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    SECTION
6.3  Limits
on Indemnification.

     

    (a)  Notwithstanding
the foregoing or the limitations set forth in Section 6.5(b) below, in the event
such Losses arise out of any fraud related matter on the part of any
Indemnifying Party, then such Indemnifying Party shall be obligated to indemnify
the Indemnitee in respect of all such Losses.

     

    (b)  The
Company and Seller shall not be liable to indemnify Parent  pursuant
to Section 6.2 above and Parent shall not be liable to indemnify the
Company and Shareholders pursuant to Section 6.3 above: (i) unless a Claims
Notice describing the loss is delivered to the Indemnifying Party within 12
months after the Closing (except for Losses arising out of an Indemnifying
Party’s fraud); (ii) with respect to special, consequential or punitive damages;
and (iii) in respect of any individual Loss of less than $25,000.

     

    SECTION
6.4  Exclusive
Remedy.  The parties agree that the indemnification provisions
of this Article VI 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; (ii) legal or equitable relief for a Claim for fraud; or
(iii) indemnity under the bylaws of Parent if they are or have been a director
or officer of Parent.

     

    ARTICLE
VII

     

    SPECIFIC
PERFORMANCE; TERMINATION

     

    SECTION
7.1  Specific
Performance.  The Company and Parent, acknowledge and agree
that, if any of the Company or Parent, fails to proceed with the Closing in any
circumstance other than those described in clauses (a), (b), (c) or
(d) of Section 7.2 below, the others will not have adequate remedies
at law with respect to such breach.  In such event, and in addition to
each party's right to terminate this Agreement, each party shall be entitled,
without the necessity or obligation of posting a bond or other security, to seek
injunctive relief, by commencing a suit in equity to obtain specific performance
of the obligations under this Agreement or to sue for damages, in each case,
without first terminating this Agreement. The Company or Parent specifically
affirms the appropriateness of such injunctive, other equitable relief or
damages in any such action.

     

    SECTION
7.2   Termination.  This
Agreement may be terminated and the Contemplated Transactions may be abandoned
at any time prior to the Closing:

     

    (a)  By
mutual written consent of the Company and Parent;

     

    (b)  By
the Company if: (i) there has been a misrepresentation or breach of
warranty on the part of Parent in the representations and warranties contained
herein and such misrepresentation or breach of warranty, if curable, is not
cured within thirty days after written notice thereof from the Company,
respectively; (ii) Parent has committed a breach of any covenant imposed
upon it hereunder and fails to cure such breach within thirty days after written
notice thereof from the Company, respectively; or (iii) any condition to
the Company's  obligations under Section 5.2 becomes incapable of
fulfillment through no fault of the Company, respectively, and is not waived by
Parent;


    
      
         


      

      
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    (c)  By
Parent, if: (i) there has been a misrepresentation or breach of warranty on
the part of the Company in the representations and warranties contained herein
and such misrepresentation or breach of warranty, if curable, is not cured
within thirty days after written notice thereof from Parent, respectively; (ii)
the Company has committed a breach of any covenant imposed upon it hereunder and
fails to cure such breach within thirty days after written notice thereof from
Parent, respectively; or (iii) any condition to Parent’s obligations under
Section 5.3 becomes incapable of fulfillment through no fault of Parent and
is not waived by the Company; and

     

    (d)  By
the Company or Parent, if any condition under Section 5.1 becomes incapable
of fulfillment through no fault of the party seeking termination and is not
waived by the party seeking termination.

     

    SECTION
7.3  Effect
of Termination; Right to Proceed.  Subject to the provisions of
Section 7.1 hereof, in the event that this Agreement shall be terminated
pursuant to Section 7.2, all further obligations of the parties under this
Agreement shall terminate without further liability of any party hereunder
except that: (i) the agreements contained in Section 4.2 shall survive the
termination hereof; and (ii) termination shall not preclude any party from
seeking relief against any other party for breach of Section 4.2.  In
the event that a condition precedent to its obligation is not met, nothing
contained herein shall be deemed to require any party to terminate this
Agreement, rather than to waive such condition precedent and proceed with the
Contemplated Transactions.

     

    ARTICLE
VIII

     

    MISCELLANEOUS

     

    SECTION
8.1  Representations and
Warranties for Purposes of this Agreement Only.  The
representations and warranties in this Agreement were made for the purposes of
allocated contractual risk between the parties and not as a means of
establishing facts.  This Agreement may have different standards of
materiality than standards of materiality under applicable securities
laws.  Only parties to this Agreement and specified third-party
beneficiaries (if any) have a right to enforce this Agreement

     

    SECTION
8.2  Notices.  (a)
 Any notice or other communication required or permitted hereunder shall be
in writing and shall be delivered personally by hand or by recognized overnight
courier, or mailed (by registered or certified mail, postage prepaid return
receipt requested):


    
      
         


      

      
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    (b)  Each
such notice or other communication shall be effective when delivered at the
address specified in Section 8.1(a).  Any party by notice given
in accordance with this Section 8.1 to the other parties may designate
another address or person for receipt of notices hereunder.  Notices
by a party may be given by counsel to such party.

     

    SECTION
8.3  Entire
Agreement.  This Agreement (including the Schedules and
Exhibits hereto) and the collateral agreements executed in connection with
the consummation of the Contemplated Transactions contain the entire agreement
among the parties with respect to the subject matter hereof and related
transactions and supersede all prior agreements, written or oral, with respect
thereto.

     

    SECTION
8.4   Waivers and Amendments;
Non-Contractual Remedies; Preservation of Remedies.  This
Agreement may be amended, superseded, cancelled, renewed or extended only by a
written instrument signed by the Company and Parent. The provisions hereof may
be waived in writing by the Company or Parent, as the case may
be.  Any such waiver shall be effective only to the extent
specifically set forth in such writing.  No failure or delay on the
part of any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof.  Nor shall any waiver on the part of any
party of any such right, power or privilege, nor any single or partial exercise
of any such right, power or privilege, preclude any other or further exercise
thereof or the exercise of any other such right, power or
privilege.  Except as otherwise provided herein, the rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies that any party may otherwise have at law or in equity.

     

    SECTION
8.5   Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware applicable to agreements made
and to be performed entirely within such State without regard to the conflict of
laws rules thereof.

     

    SECTION
8.6   Binding Effect; No
Assignment.  This Agreement and all of its provisions, rights
and obligations shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors, heirs and legal
representatives.  This Agreement may not be assigned (including by
operation of Law) by any party hereto without the express written consent of the
Company or the Parent and any purported assignment, unless so consented to,
shall be void and without effect.

     

    SECTION
8.7    Exhibits.  All
Exhibits and Schedules attached hereto are hereby incorporated by reference
into, and made a part of, this Agreement.

     

    SECTION
8.8   Severability.  If
any provision of this Agreement for any reason shall be held to be illegal,
invalid or unenforceable, such illegality shall not affect any other provision
of this Agreement, this Agreement shall be amended so as to enforce the illegal,
invalid or unenforceable provision to the maximum extent permitted by applicable
law, and the parties shall cooperate in good faith to further modify this
Agreement so as to preserve to the maximum extent possible the intended benefits
to be received by the parties.


    
      
         


      

      
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    SECTION
8.9  Counterparts.  The
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original as against any party whose signature appears thereon,
and all of which shall together constitute one and the same
instrument.  This Agreement shall become binding when one or more
counterparts hereof, individually or taken together, shall bear the signatures
of all of the parties reflected hereon as the signatories.

     

    SECTION
8.10  Third
Parties.  Except as specifically set forth or referred to
herein, nothing herein express or implied is intended or shall be construed to
confer upon or give to any person other than the parties hereto and their
permitted heirs, successors, assigns and legal representatives, any rights or
remedies under or by reason of this Agreement or the Contemplated
Transactions.

     

    ARTICLE
IX

     

    DEFINITIONS

     

    SECTION
9.1  Definitions.  The
following terms, as used herein, have the following meanings:

     

    "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.

     

    "Agreement" or "this Agreement" shall
mean, and the words "herein", "hereof" and "hereunder" and words
of similar import shall refer to, this agreement as it from time to time may be
amended.

     

    "Assets" shall mean
all cash, instruments, properties, rights, interests and assets of every kind,
real, personal or mixed, tangible and intangible, used or usable in the
Business.

     

    The term
"audit" or
"audited" when
used in regard to financial statements shall mean an examination of the
financial statements by a firm of independent certified public accountants in
accordance with generally accepted auditing standards for the purpose of
expressing an opinion thereon.

     

    "Business" shall mean
the ownership and operation of the business of the Company.

     

    "Condition of the
Business" shall mean the financial condition, prospects or the results of
operations of the Business, the Assets or the Company.

     

    "Contract" shall mean
any contract, agreement, indenture, note, bond, lease, conditional sale
contract, mortgage, license, franchise, instrument, commitment or other binding
arrangement, whether written or oral.


    
      
         


      

      
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    The term
"control", with
respect to any person, shall mean the power to direct the management and
policies of such person, directly or indirectly, by or through stock ownership,
agency or otherwise, or pursuant to or in connection with an agreement,
arrangement or understanding (written or oral) with one or more other
persons by or through stock ownership, agency or otherwise; and the terms "controlling" and
"controlled"
shall have meanings correlative to the foregoing.

     

    "GAAP" shall mean
generally accepted accounting principles in effect on the date
hereof  (or, in the case of any opinion rendered in connection with an
audit, as of the date of the opinion) as set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
may be approved by a significant segment of the accounting profession of the
United States.

     

    "Governmental Bodies"
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.

     

    "knowledge" with
respect to: (a) any individual shall mean actual knowledge of such
individual; and (b) any corporation shall mean the actual knowledge of the
directors and executive officers of such corporation; and "knows" and “known” has a
correlative meaning.  The terms "any Shareholder's knowledge," and
"Shareholder's knowledge," including any correlative meanings, shall mean the
knowledge of any Shareholder.

     

    "Laws" shall mean any
law, statute, code, ordinance, rule, regulation or other requirement of any
Governmental Bodies.

     

    "Liability" shall mean
any direct or indirect indebtedness, liability, assessment, claim, loss, damage,
deficiency, obligation or responsibility, fixed or unfixed, choate or inchoate,
liquidated or unliquidated, secured or unsecured, accrued, absolute, actual or
potential, contingent or otherwise (including any liability under any
guaranties, letters of credit, performance credits or with respect to insurance
loss accruals).

     

    "Lien" shall mean any
mortgage, lien (including mechanics, warehousemen, laborers and landlords
liens), claim, pledge, charge, security interest, preemptive right, right of
first refusal, option, judgment, title defect, covenant, restriction, easement
or encumbrance of any kind.

     

    "person" shall mean an
individual, corporation, partnership, joint venture, limited liability company,
association, trust, unincorporated organization or other entity, including a
government or political subdivision or an agency or instrumentality
thereof.

     

    "Receivables" shall
mean as of any date any trade accounts receivable, notes receivable, sales
representative advances and other miscellaneous receivables of the
Company.

     

    “Representative”
means, with respect to a particular Person, any director, officer, employee,
agent, consultant, advisor or other representative of such Person, including
legal counsel, accountants and financial advisors.


    
      
         


      

      
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    "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, the Business or the Assets (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.

     

    "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.

     

    SECTION
9.2  Interpretation.  Unless
the context otherwise requires, the terms defined in this Agreement shall be
applicable to both the singular and plural forms of any of the terms defined
herein.  All accounting terms defined in this Agreement, and those
accounting terms used in this Agreement except as otherwise expressly provided
herein, shall have the meanings customarily given thereto in accordance with
GAAP as of the date of the item in question.  When a reference is made
in this Agreement to Sections, such reference shall be to a Section of this
Agreement unless otherwise indicated.  The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.  The use of the neuter
gender herein shall be deemed to include the masculine and feminine genders
wherever necessary or appropriate, the use of the masculine gender shall be
deemed to include the neuter and feminine genders and the use of the feminine
gender shall be deemed to include the neuter and masculine genders wherever
necessary or appropriate.  Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation."

     

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REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


    
      
         


      

      
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    IN WITNESS WHEREOF, the
undersigned have executed this Stock Purchase and Recapitalization Agreement as
of the date set forth above.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        THE
      COMPANY:

                                      
	
                                        TRIAD
      THERAPEUTICS, INC.

                                      
	 
      	 
      	 
	
                                        By:  

                                      	 
      	 
	
                                        Name:

                                      	 
	
                                        Title:

                                      	 
	 
      	 
      	 
	
                                        MONOGRAM
      ENERGY, INC.

                                      	 
	 
      	 
      	 
	
                                        By:

                                      	 
      	 
	 	

                                        Name:

                                      	 
	 	

                                        Title:

                                      	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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    Schedule
2.10

    


    (i)           The
Company has received a notice of levy from the Internal Revenue Service in the
amount of $180,000.

     

    (ii)          The
Company has a hearing with its landlord (the Denholtz Group) regarding
outstanding obligations under its lease in the approximate amount of
$36,000.

     

    (iii)         The
Company has a liability to Amifill Healthcare in the amount of
$32,000.

     

    (iv)         The
Company has a liability to Integrated Medical Systems of
$38,000.

     

    (v)          The
Company has a liability to Cardinal Health Pharmacy Distribution of
$10,500.

     

    (vi)         The
Company has a liability to Fairfield Properties of $26,500.

     

    (vii)        The Company
has a liability to Jenna P, Inc. of $13,000.

     

    Schedule
2.11

     

    (i)           The
Company has a five year lease for its executive offices.

     

    Schedule
2.12

     

    (i)           The
Company has certain office furniture and equipment with a value as stated on its
June 30, 2009 balance sheet.

     

    Schedule 2.13
(a)

     

    
      	
               
      

            	
              (i)

            	
              The
      Company has a software license with Definitive Home Care
      Solutions.

            


    

     

    Schedule
2.16

     

    (i)           The
Company has outstanding federal and New Jersey payroll taxes of $193,000 as of
the date hereof which amount includes interest and penalties.


    
      
         


      

      
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