cable10_1.htm


    


     

    Execution
      Copy

     

    


     

    


     

    


     

    


    
      


       

      


    

    


     

    STOCK
      PURCHASE AGREEMENT

     

    DATED
      AS
      OF MARCH [28], 2006,

     

    BY
      AND
      AMONG

     

    CABLE
      & CO WORLDWIDE, INC.

     

    


     

    AND

     

     MARTIN
      LICHT

     

    
      


       

      


    

     

    


     


    
      
        
          STAM1-845199-8

          


        

         

      

      
         

        
          

        

      

      
         

      

    


     

    TABLE
      OF
      CONTENTS

     

    This
      Table of Contents is not part of the Agreement to which it is attached but
      is
      inserted for convenience only.

     

    
    

    
      	 	 	 Page
	
                ARTICLE
                I

            	 
	  SALE
              OF SHARES
              AND CLOSING	
              1

            
	 1.01	 Purchase
              and
              Sale	
              1

            
	 1.02	 Purchase
              Price	
              1

            
	 1.03	 Payment
              of
              Purchase Price; Security	
              1

            
	 1.04	 Closing	
              1

            
	 	 	 
	
                ARTICLE
                II

            	 
	  REPRESENTATIONS
              AND WARRANTIES OF THE SHAREHOLDER	
               2

            
	 2.01	 Due
              Incorporation and Authority	
               2

            
	 2.02	 No
              Conflicts	
               2

            
	 2.03	 Capitalization;
              Ownership of Shares	
               3

            
	 2.04	 Financial
              Statements	
               3

            
	 2.05	 Undisclosed
              Liabilities	
               3

            
	 2.06	 Title
              and
              Condition	
               4

            
	 2.07	 Litigation
              and
              Compliance with Laws	
               4

            
	 2.08	 Insurance	
               4

            
	 2.09	 Contracts	
               4

            
	 2.10	 Intellectual
              Property	
               5

            
	 2.11	 Tax
              Matters	
               6

            
	 2.12	 No
              Brokers	
               6

            
	 2.13	 Affiliated
              Entities	
               6

            
	 2.14	 Powers
              of
              Attorney	
               6

            
	 2.15	 Certificate
              of
              Incorporation and By-laws	
               6

            
	 2.16	 Customer
              and
              Supplies	
               6

            
	 2.17	 Labor
              Matters;
              Officers, Managers and Employees	
               7

            
	 2.18	 ERISA	
               8

            
	 2.19	 Environmental
              Compliance	
               10

            
	 2.20	 No
              Undisclosed
              Liabilities	
               11

            
	 2.21	 Accredited
              Investor	
               11

            
	 2.22	 Full
              Disclosure	
               11

            


    

     

     

    
      
         

      

      
        ii

        
          

        

      

      
         

      

    

     

    
      	
                ARTCLE
                III

            	 
	
                REPRESENTATION
                AND WARRANTIES OF PURCHASER

            	
               11

            
	 3.01	 Due
              Incorporation 	
               11

            
	 3.02	 Authority	
               12

            
	 3.03	 No
              Conflicts	
               12

            
	 3.04	 Investment
              Representation	
               12

            
	 3.05	 SEC
              Reports	
               12

            
	 3.06	 Investment
              Company	
               13

            
	 	 	 
	
                ARTICLE
                IV

            	 
	
                COVENANTS
                OF
                SHAREHOLDER

            	
               13

            
	
               4.01

            	 Regulatory and
              Other Approvals 	
               13

            
	 4.02	 Conduct
              of
              Business	
               13

            
	 4.03	 Fulfillment
              of
              Conditions	
               13

            
	 4.04	 Confidentiality	 
	 	 	 
	
                ARTICLE
                V

            	 
	
               COVENANTS
                OF
                PURCHASER

            	
               14

            
	 5.01	 Regulatory
              and
              Other Approvals	
               14

            
	 5.02	 Fulfillment
              of
              Conditions	
               14

            
	
               5.03

            	 Confidentiality	
               14

            
	 	 	 
	
                ARTICLE
                VI

            	 
	
                CONDITIONS
                TO
                OBLIGATIONS OF PURCHASER

            	
               15

            
	 6.01	 Representations
              and Warranties	
               15

            
	 6.02	 Performance	
               15

            
	 6.03	 Deliveries	
               15

            
	 6.04	 Orders
              and
              Laws	
               16

            
	 6.05	 Regulatory
              Consents and Approvals	
               16

            
	 6.06	 Third
              Party
              Consents	
               16

            
	 6.07	 Employment
              Agreement	
               16

            
	 	 	 
	
                ARTICLE
                VII

            	 
	
                CONDITIONS
                TO
                OBLIGATIONS OF SHAREHOLDER

            	
               16

            
	 7.01	 Representations
              and Warranties	
               17

            
	 7.02	 Performance	
               17

            


    

     

     

    
      
         

      

      
        iii

        
          

        

      

      
         

      

    

     

    
      	 7.03	 Deliveries	
               17

            
	 7.04	 Orders
              and
              Laws	
               17

            
	 7.05	 Regulatory
              Consents and Approvals	
               17

            
	 7.06	 Third
              Party
              Consents 	
               17

            


    

     

    
      	
                ARTICLE
                VIII

            	 
	POST
              CLOSING
              COVENANTS	
               17

            
	 8.01	 Tax
              Matters
              and Regulatory Filings	
               17

            
	 8.02	 Indemnification	
               18

            
	 8.03	 Survival
              of
              Representations and Covenants	
               18

            
	 8.04	 Confidentiality;
              Non-Competition	
               18

            
	 	 	 
	
                ARTICLE
                IX

            	 
	TERMINATION	
               19

            
	 9.01	 Termination 	
               19

            
	 9.02	 Effect
              of
              Termination	
               19

            
	 	 	 
	
                ARTICLE
                X

            	 
	DEFINITIONS	
               20

            
	 10.1	 Definitions 	
               20

            
	 	 	 
	
                ARTICLE
                XI

            	 
	MISCELLANEOUS	
               22

            
	 11.01	 Notices	
               22

            
	 11.02	 Entire
              Agreement	
               23

            
	 11.03	 Expenses	
               23

            
	 11.04	 Public
              Announcements	
               23

            
	 11.05	 Further
              Assurances; Post-Closing Cooperation	
               23

            
	 11.06	 Waiver	
               24

            
	 11.07	 Amendment	
               24

            
	 11.08	 No
              Third Party
              Beneficiary	
               24

            
	 11.09	 No
              Assignment;
              Binding Effect	
               24

            
	 11.10	 Headings	
               24

            
	 11.11	 Invalid
              Provisions	
               24

            
	 11.12	 Governing
              Law	
               24

            
	 11.13	 Counterparts	
               25

            


    

     

     


    
      
         

      

      
        iv

        
          

        

      

      
         

      

    


    This
      Stock Purchase Agreement (this “Agreement”) is made
      and entered into as of this [28th]
      day of
      March, 2006 by and among Cable & Co Worldwide, Inc., a Delaware corporation,
      (“Purchaser”),  and  Martin
      Licht, a resident of the State of Connecticut (“Licht” or “Shareholder”).  Capitalized
      terms not otherwise defined herein have the meanings set forth in Article
      X.

     

    RECITALS:

     

    WHEREAS,
      the Shareholder owns all of the shares of Common Stock (the “Shares”) of
      LifeHealthCare, Inc., a Delaware corporation (the “Company”), which
      Shares represent 100% of the total shares of capital stock of the Company on
      a
      fully diluted basis for the consideration and upon the terms and conditions
      set
      forth in this Agreement;

    


    WHEREAS,
      the Shareholder desires to sell, transfer, convey and assign the Shares to
      Purchaser and Purchaser desires to purchase and acquire the Shares for the
      consideration and upon the terms and conditions set forth in this Agreement;
      and

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      in
      this Agreement, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


     

    ARTICLE
      I

     

     

    


     

     

    SALE
      OF SHARES AND CLOSING

     

    1.01                      
      Purchase and
      Sale.  At the
      Closing, the Shareholder agrees to sell to Purchaser, and Purchaser agrees
      to
      purchase from the Shareholder, all of the right, title and interest of the
      Shareholder in and to the Shares on the terms and subject to the conditions
      set
      forth in this Agreement.

     

    1.02                      
      Purchase
      Price.  The
      purchase price for the Shares shall be 600,000,000 shares of the Purchasers
      common stock (the “Purchase
      Price”).

     

    1.03                      
      Payment of Purchase
      Price.  On the Closing Date, Purchaser shall: (a) issue
      600,000,000 common shares of the Purchaser to the Shareholder

     

    1.04                            
      Closing. 
      The Closing will take
      place at the offices of Cable & Co. Worldwide, Inc. 800 Third Avenue, 21st
      Floor,  New York,  New York 10022 , or at such other place
      as the parties mutually agree, at 10:00 A.M. local time, on the Closing
      Date.  At the Closing, Purchaser will issue the common stock to the
      Shareholder.  Simultaneously, the Shareholder will transfer to the
      Purchaser good and valid title in and to the Shares, free and clear of all
      Liens, claims and encumbrances.

    


     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      II

     

     

    


     

     

    REPRESENTATIONS
      AND WARRANTIES OF THE SHAREHOLDER

     

    As
      an
      inducement to Purchaser to enter into and perform this Agreement, and in
      consideration of the covenants and agreements of Purchaser contained herein,
      the
      Shareholder represents and warrants to Purchaser the statements contained in
      this Article II (which warranties and representations shall survive the
      Closing regardless of any examination, inspections, audits and other
      investigations that Purchaser has heretofore made or may hereafter make, with
      respect to such warranties and representations or otherwise), as follows.

     

    2.01                      
      Due Incorporation
      and
      Authority.  (a)  The Company is a company duly
      incorporated, validly existing and in good standing under the Laws of the State
      of Delaware and has the corporate power and lawful authority to (i) own its
      properties and to transact the business in which it is currently engaged and
      (ii) approve this Agreement and to perform its obligations contemplated
      hereby.  The Shareholder has caused the Company to be duly qualified
      to do business and to be in good standing as a corporation in each jurisdiction
      where the Company owns or leases real property and where the nature of its
      business requires it to be so qualified, except for jurisdictions where the
      failure to be so qualified has not had and could not reasonably be expected
      to
      have a material adverse effect on the business, assets and financial condition
      of the Company; and

     

    (b)           
      The Shareholder has all requisite power and authority to execute, deliver and
      perform his obligations under this Agreement and each other agreement, document
      or instrument required to be executed and delivered by such Shareholder in
      connection with this Agreement or at the Closing (the “Ancillary
      Documents”).  This Agreement and any Ancillary Documents are
      binding upon, and enforceable against, the Company and the Shareholder in
      accordance with their terms, subject, as to enforcement, to bankruptcy,
      insolvency, reorganization and other Laws affecting creditors' rights generally
      and by general principles of equity (whether in a proceeding at Law or in
      equity).

     

    2.02                      
      No
      Conflicts.  Neither the execution and delivery of this
      Agreement nor the consummation of the transactions contemplated hereby, nor
      compliance by the Company and by the Shareholder with any of the provisions
      hereof, will:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (a)           
      violate, or conflict with, or result in a material breach of any provisions
      of,
      or constitute a material 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 result in the creation of
      any
      Lien upon any of the properties or assets of the Company or the Shares, under
      any of the terms, conditions or provisions of the certificate of incorporation
      or by-laws of the Company, or any note, bond, mortgage, indenture, deed of
      trust, license agreement, lease or other agreement, instrument or obligation
      to
      which the Company or the Shareholder is a party, or by which the Company or
      the
      Company's properties or assets or the Shareholder may be bound or
      affected;

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (b)           
      except as set forth in Section 2.02 of
      the
      Disclosure Schedule, require the consent or approval of, or the making of
      any filing with, any third Person, including any Governmental or Regulatory
      Authority; or

     

    (c)           
      violate any Law or Order applicable to the Company or the Shareholder or any
      of
      the properties or assets of the Company.

     

    2.03                      
      Capitalization;
      Ownership of Shares.  (a)  The Company has, and on
      the Closing Date will have, total authorized share capital of 1000 shares of
      Common Stock, each share having no par value.  Immediately prior to
      the purchase of the Shares by Purchaser pursuant to this Agreement, the number
      of shares of each class of capital stock issued and outstanding, and the number
      of options, warrants and securities convertible into any capital stock will
      be
      as set forth on the capitalization table set forth in Section 2.03 of
      the
      Disclosure Schedule hereto.

     

    (b)           
      The Shares are validly issued, fully paid and nonassessable and except as
      disclosed in Section
      2.03 of the Disclosure Schedule, are not subject to any preemptive
      rights, and there are no voting trust agreements, shareholder’s agreements,
      proxies, restraints on transfer or other contracts, agreements or arrangements
      restricting voting or dividend rights or transferability with respect to the
      Shares.

     

    (c)           
      The Shareholder owns the Shares free and clear of any Liens, pledges,
      restrictions, contractual obligations, charges, encumbrances or restraints
      on
      transfer and Purchaser will acquire good and marketable title to the Shares
      free
      and clear of all Liens. The Shareholder is the sole record and beneficial owner
      of the Shares. Upon endorsement by the Shareholder of the certificates
      representing the Shares and delivery thereof to the Escrow Agent at Closing,
      the
      Shares, and good and marketable title thereto, will have been duly transferred
      to Escrow Agent to hold on behalf of and in the name of Purchaser, free and
      clear of any Liens, pledges, restrictions, contractual obligations, charge,
      encumbrance or restraint on transfer whatsoever created by the Company or the
      Shareholder, and Purchaser will be the sole record and beneficial owner of
      the
      Shares.

     

    (d)           
      Except as disclosed in Section 2.03 of
      the
      Disclosure Schedule, there are no outstanding options, rights to
      purchase, warrants, rights, privileges or other arrangements, preemptive,
      contractual or otherwise, to acquire or to compel the sale of any shares of
      capital stock or other securities of, or equity interests in the Company.

     

    2.04                      
      Financial
      Statements.  The Financial Statements are not required for the
      execution of this transaction.

     

    2.05                      
      Undisclosed
      Liabilities.  On the Balance Sheet Date, the Company did not
      have any debts, liabilities or obligations of any nature (whether accrued,
      absolute, contingent or otherwise), which were not fully disclosed, reflected
      or
      reserved against in the Balance Sheet or the notes thereto, except as disclosed
      in Section 2.05 of
      the
      Disclosure Schedule.  Except for current liabilities or
      obligations which have been incurred since the Balance Sheet Date in the
      ordinary course of business, since the Balance Sheet Date, the Company has
      not
      incurred any debt, liability or obligation of any nature (whether accrued,
      absolute, contingent or otherwise) which is material to the condition (financial
      or otherwise) of the assets, properties, business or prospects of the
      Company.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    2.06                      
      Title and
      Condition.  (a)  The Company has good and marketable
      title to all assets and properties reflected on the Balance Sheet and all assets
      and properties acquired since the Balance Sheet Date, free and clear of all
      Liens, except for (i) Liens reflected on the Balance Sheet, and (ii) sales
      and
      dispositions of inventory since the Balance Sheet Date in the ordinary course
      of
      business.

     

    (b)           
      All of the buildings, fixtures, leasehold improvements and other improvements,
      machinery, equipment, tools and other tangible personal property constituting
      part of the Company’s assets and property have been well maintained and are in
      good operating condition and repair, wear and tear excepted, and are free from
      defects other than such minor defects as do not interfere with the intended
      use
      thereof in the conduct of the Company's business or adversely affect the resale
      value thereof.

     

    2.07                      
      Litigation and
      Compliance with Laws.  There is no action at Law or in equity,
      no arbitration proceeding, and no action, proceeding, complaint or investigation
      before or by any Governmental or Regulatory Authority, pending or threatened
      against or affecting the Shareholder, the Company or the Company's operations,
      business or affairs, or any of the Shareholder’s and/or the Company's assets or
      any material portion of the Shareholder’s and/or the Company's right to own his
      or its respective assets and properties or operate its business, the enforcement
      of which would have a material adverse effect on the results of operations,
      condition (financial or otherwise), assets, properties, business or prospects
      of
      the Company or the Shareholder; and the Shareholder has no knowledge of any
      state of facts or contemplated events which may reasonably be expected to give
      rise to any such claim, action, suit, proceeding, complaint or
      investigation.  Neither the Shareholder nor the Company is subject to
      any Order.  There are no claims, actions, suits, proceedings or
      investigations pending or threatened, by or against the Company or the
      Shareholder with respect to this Agreement, the Shares or in connection with
      the
      transactions contemplated hereby, and the Shareholder has no knowledge of a
      valid basis for any such claim, action, suit, proceeding or
      investigation.

     

    2.08                      
      Insurance.  Section
      2.08 of the
      Disclosure Schedule sets forth and describes all policies of insurance
      which are owned or held by the Company and all of such policies of insurance
      are
      in full force and effect in accordance with their terms.  The Company
      has not been refused any insurance with respect to any of its assets, properties
      or business, and its coverage has not been limited by any insurance carrier
      to
      which it has applied for any such insurance or with which it has carried.

     

    2.09                      
      Contracts.  (a)  Section
      2.09(a) of the
      Disclosure Schedule contains a true and complete list of all Contracts or
      other commitments to which the Company is a party or is bound, including, but
      not limited to, purchase and sale or other commitments, distributorship,
      franchise or similar agreements, patent or trademark license agreements (either
      as licensor or licensee), lease or sublease agreements (either as lessor or
      lessee), equipment leases, employment agreements (including, but not limited
      to,
      agreements entered into by employees of the Company relating to the transfer
      and/or safeguarding of intellectual property rights), consulting agreements
      and
      union or collective bargaining agreements, guarantees, loan agreements,
      mortgages, indentures, security agreements, pledge agreements, non-competition
      agreements, severance agreements, letters of credit, joint venture or
      partnership agreements, supply or requirements contracts, except those
      contracts, agreements and commitments entered into in the ordinary course of
      business which either: (a) have a term of one (1) year or less and involve
      an
      aggregate consideration over the remaining term of less than $5,000.00; or
      (b)
      may be terminated by the Company by not more than sixty (60) days' prior notice
      without penalty.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (b)           
      Section 2.09(b)
      of the
      Disclosure Schedule contains a true and complete list of all Contracts or
      other commitments to which the Shareholder is a party to or is bound by relating
      to the Company or to such Shareholder’s capacity as an owner of the Shares,
      including, but not limited to, purchase and sale or other commitments,
      stockholders agreements, warrants, option contracts, proxies, employment
      agreements (including, but not limited to, agreements entered into by employees
      of the Company relating to the transfer and/or safeguarding of intellectual
      property rights), consulting agreements, guarantees, loan agreements, mortgages,
      indentures, security agreements, pledge agreements, non-competition agreements,
      severance agreements, letters of credit, joint venture or partnership
      agreements, supply or requirements contracts.

     

    (c)           
      All contracts, agreements and commitments (whether oral or written) to which
      the
      Company is a party, or under which the Company may be obligated, or to which
      the
      Company or any of its respective rights, properties or assets may be subject
      or
      bound, are valid, binding and enforceable against the other Person thereto
      in
      accordance with their terms.

     

    (d)           
      Neither the Company, nor any other Person is in breach of, or default under,
      any
      contract, agreement or commitment to which the Company is a party; and no event
      or action has occurred, is pending, or is threatened, which after the giving
      of
      notice, or the lapse of time, or otherwise, would constitute or result in a
      breach or default by the Company, or any other Person under any contract,
      agreement or commitment to which the Company is a party.

     

    2.10                      
      Intellectual
      Property.  (a)  Section 2.10(a)
      of the
      Disclosure Schedule contains a true and complete list and brief
      description of all registered patents and copyrights, and all pending
      applications therefor, and all trademarks, trade names, and service marks
      (whether or not such trademarks, trade names, and service marks are registered),
      owned by the Company, or in which the Company has any interest, together with
      copies of all licenses, assignments and agreements relating thereto.

     

    (b)           
      Other than as set forth in Section 2.10(b)
      of the
      Disclosure Schedule, no other patents, trademarks, trade names, service
      marks or copyrights are necessary for the conduct of the business of the Company
      as presently operated.

     

    (c)           
      Other than as set forth in Section 2.10(c)
      of the
      Disclosure Schedule, there is not now and has not been during the past
      three (3) years any infringement, misuse or misappropriation by the Company
      of
      any valid patent, trademark, trade name, service mark, copyright or trade secret
      which relates to the business of the Company and which is owned by any third
      party, and there is not now any existing or threatened claim against the Company
      of infringement, misuse or misappropriation of any patent, trademark, trade
      name, service mark, copyright or trade secret owned by any third party.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (d)           
      Other than as set forth in Section 2.10(d)
      of the
      Disclosure Schedule, there is no pending or threatened claim by the
      Company against a third party for infringement, misuse or misappropriation
      of
      any patent, trademark, trade name, service mark, copyright or trade secret
      owned
      by the Company.

     

    (e)           
      Neither the Shareholder nor any Affiliate, officer or director of the Company
      owns, directly or indirectly, in whole or in part, any invention, patent,
      proprietary right, trademark, service mark, trade name, brand name or copyright
      or application therefor: (i) which the Company is presently using; (ii) the
      use
      of which is necessary for the business of the Company; or (iii) which pertains
      to the business in which the Company is engaged.

     

    2.11                      
      Tax
      Matters.  (a)  For purposes of this Agreement, “Company Taxes”
means
      all income, capital gains, gross income, gross receipts, sales, use, transfer,
      ad valorem, franchise, profits, licenses, withholding, payroll, employment,
      excise, severance, stamps, occupation, premium, property, windfall profits
      or
      other taxes or customs duties, or any interest, any penalties, additions to
      tax
      or additional amounts assessed or similarly charged by any taxing authority
      (domestic or foreign) upon the Company.

     

    (b)           
      The Company has timely filed true, correct and complete Tax Returns (including,
      but not limited to, Tax Returns with respect to employee tax withholding and
      social security and unemployment taxes) required to be filed with respect to
      the
      Company for any period ending on or prior to the Closing Date (taking into
      account any extension of time to file granted to or obtained on behalf of the
      Shareholder or the Company), and all such Tax Returns were prepared in
      accordance with applicable Laws. All Company Taxes, shown to be due and payable
      in respect of such Tax Returns have been or will be paid, and there is no
      liability, contingent or otherwise, for any Company Taxes due in connection
      with
      any such Tax Return.

     

    2.12                      
      No
      Brokers.  There are no claims for investment banking fees,
      brokerage commissions, broker’s or finder’s fees or similar compensation
      (exclusive of professional fees to lawyers and accountants) in connection with
      the transactions contemplated by this Agreement payable by the Company or based
      on any arrangement or agreement made by or on behalf of the Company or the
      Shareholder.

     

    2.13                      
      Affiliated
      Entities.  Section 2.13
      of the
      Disclosure Schedule sets forth the name and percentage of ownership, if
      any, by the Company of each Affiliate of the Company.

     

    2.14                      
      Powers of
      Attorney.  There is not in existence any power of attorney
      given by the Company which remains in force.

     

    2.15                      
      Certificate of
      Incorporation and By-laws.  The copies of the certificate of
      incorporation and by-laws of the Company provided by the Company or the
      Shareholder to Purchaser are true and up-to-date copies incorporating all
      amendments thereto.

     

    2.16                      
      Customers and
      Suppliers.  (a) Section 2.16(a)
      of the
      Disclosure Schedule sets forth a true and complete list of the top twenty
      customers of the Company (based on the revenue from each such customer during
      the 12-month period ended September 30, 2005).

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (b)
Section
      2.16(b) of the
      Disclosure Schedule sets forth a true and complete list of the top twenty
      suppliers of the Company (based on amounts paid or payable by the Company to
      each such supplier during the 12-month period ended September 30, 2005).

     

    (c)
      As of
      the date of this Agreement, none of the customers listed in Section 2.16(a)
      of the
      Disclosure Schedule and none of the suppliers listed in  Section 2.16(b)
      of the
      Disclosure Schedule, (i) has cancelled or otherwise terminated any
      contract with the Company prior to the expiration of the contract term, or
      (ii)
      has threatened, or indicated its intention, to cancel or otherwise terminate
      its
      relationship with the Company or to reduce substantially its purchase from
      or
      sale to the Company of any products, equipment, goods or services, and to the
      Company’s knowledge there is no reasonable basis for any of the matters set
      forth in (i) or (ii) of this sentence to occur.

     

    (d)
      Except as set forth in Section 2.16(d)
      of the
      Disclosure Schedule, no customer or supplier of the Company, per contract
      or otherwise, has the express right to solicit or hire Company employees.

     

    2.17                      
      Labor Matters;
      Officers, Managers and Employees.  (a) The Company is not a
      party to or otherwise bound by any labor or collective bargaining agreement,
      and
      there exist no labor or collective bargaining agreements that pertain to its
      employees.  No labor organization or group of employees of the Company
      have made a pending demand for recognition, and, within the preceding six years,
      there have been no representation or certification proceedings, or petitions
      seeking a representation proceeding, pending or, threatened to be brought or
      filed with the National Labor Relations Board or any other labor relations
      tribunal or Governmental or Regulatory Authority.  Within the
      preceding six years, there have been no organized activities involving the
      Company pending or, threatened by any labor organization or group of employees
      of the Company.

     

                          
      (b)            There are
      no pending or, threatened investigations of, or relating to, the Company by
      any
      Governmental or Regulatory Authority responsible for the enforcement of labor
      or
      employment Laws.

    


                          
      (c)            There have
      never been any arbitrations, grievances, unfair labor practice charges or
      complaints or other labor disputes pending or involving the Company or
      threatened against the Company, and there are no facts or circumstances which
      could form the basis for any of the foregoing.

    


                          
      (d)            The
      Company is in material compliance with all Laws and Orders relating to the
      employment of labor, including all such Laws and Orders relating to wages,
      hours, collective bargaining, discrimination, civil rights, occupational safety
      and health, workers' compensation and the collection and payment of withholding
      and/or social security taxes and other taxes. There are no actions against
      the
      Company pending or threatened to be brought or filed with any Governmental
      or
      Regulatory Authority or arbitrator based on, arising out of, in connection
      with,
      or otherwise relating to the employment or termination of employment or services
      by Company of any individual, including but not limited to the Civil Rights
      laws, Americans with Disabilities Act, Age Discrimination in Employment Act
      (as
      amended by the Older Workers Benefit Protection Act), Pregnancy Discrimination
      Act, Equal Pay Act, Fair Labor Standards Act, WARN, and Family and Medical
      Leave
      Act, and there are no facts or circumstances which could form the basis for
      any
      of the foregoing.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

               
      (e)            Section 2.17(e)
      of the
      Disclosure Schedule contains a correct and complete list of all of the
      employees of the Company, including the date and location of employment, current
      title, annual rate of compensation, and compensation and other benefits accrued
      as of the date of the Balance Sheet Date.

    


    2.18                      
      ERISA.  (a)                                
Section
      2.18 of the
      Disclosure Schedule sets forth a true and complete list of: (i) each
“employee pension benefit plan” as defined in Section 3(2) of ERISA; (ii) each
“employee welfare benefit plan” as defined in Section 3(1) of ERISA; and (iii)
      each bonus or other incentive compensation, or equity-related award, deferred
      compensation, profit-sharing, severance pay, change in control, retention,
      salary continuation, sick leave, vacation pay, leave of absence, paid time
      off,
      loan, educational assistance, legal assistance, and other material fringe
      benefit plan, program, agreement or arrangement, in each case which is
      maintained or contributed to by the Company or any ERISA affiliate for the
      benefit of any current or former employee or manager of the Company (and any
      eligible dependent and beneficiary thereof) (collectively, the “Benefit
      Plans”).  With respect to each Benefit Plan, true, correct and
      complete copies of the following documents (if applicable), have been
      delivered to Purchaser or its counsel:  (i) the most recent plan
      document constituting the Benefit Plan and all amendments thereto, and any
      related trust documents; (ii) the most recent summary plan description and
      all related summaries of material modifications; (iii) the Form 5500 and
      attached schedules filed with the Internal Revenue Service for the past three
      (3) fiscal years; (iv) the financial statements and actuarial valuations
      for the past three (3) fiscal years (including Financial Accounting Standards
      Board report nos. 87, 106 and 112); (v) the most recent Internal Revenue
      Service determination letter; and (vi) a description of any non-written
      Benefit Plan.

    


                          
      (b)            The
      Company has performed and complied in all material respects with all of its
      respective obligations under or with respect to the Benefit Plans, and each
      Benefit Plan complies and has been administered and operated in compliance
      in
      all material respects in accordance with its terms and with all applicable
      Laws,
      including but not limited to the Code and ERISA. All amendments and actions
      required to bring each of the Benefit Plans into conformity in all material
      respects with all of the applicable provisions of ERISA, the Code and other
      applicable Laws have been made or taken except to the extent that such
      amendments or actions are not required by Law to be made or taken until a date
      after the date hereof. No individual who has performed services for the Company
      has been improperly excluded from participation in any Benefit Plan. There
      are
      no audits or proceedings initiated pursuant to the Employee Plans Compliance
      Resolution System or similar proceedings pending with the Internal Revenue
      Service or the United States Department of Labor with respect to any Benefit
      Plan. There is no material violation of ERISA or the Code with respect to the
      filing of applicable reports, documents and notice regarding the Benefit Plans
      with the Secretary of Labor and the Secretary of Treasury or the furnishing
      of
      such documents to the participants or beneficiaries of the Benefit Plans.

     

                          
      (c)            None of
      the Benefit Plans is a “multiemployer plan” within the meaning of Section 3(37)
      of ERISA, and neither the Company nor any of its ERISA affiliates have
      maintained, been required to contribute to or been required to pay any amount
      with respect to a “multiemployer plan” at any time in the past six
      years.  None of the Benefit Plans is subject to Title IV of ERISA or
      to the funding requirements of Section 412 of the Code or Section 302 of ERISA,
      and neither the Company nor any of its ERISA affiliates have ever had any
      obligation to or liability for (contingent or otherwise) with respect to any
      such Benefit Plan.  Each Benefit Plan and its related trust intended
      to be qualified under Sections 401(a) and 501(a) of the Code, respectively,
      has
      so qualified and has received a favorable determination letter from the Internal
      Revenue Service and nothing has occurred with respect to such Benefit Plan
      since
      the date of such determination letter which could cause the loss of such
      qualification or the imposition of any material liability, penalty or tax under
      ERISA or the Code.  There is no pending or threatened Action relating
      to the Benefit Plans, the assets of any trust under any Benefit Plan, or the
      plan sponsor, plan administrator or any fiduciary of any Benefit Plan with
      respect to the administration or operation of such Benefit Plan, other than
      routine claims for benefits, and  there are no facts or circumstances
      which could form the basis for any such Action.  Neither the Company,
      nor any “party in interest” or “disqualified person” with respect to any Benefit
      Plan, has engaged in a “prohibited transaction” within the meaning of Section
      406 of ERISA or Section 4975 of the Code with respect to any Benefit Plan that
      could result in a material tax or penalty.  No Benefit Plan or any
      fiduciary of any such Benefit Plan has (i) engaged in any transaction prohibited
      by ERISA or the Code, (ii) breached any fiduciary duty owed by it with respect
      to the plans, or (iii) engaged in any transaction as a result of which the
      Company would be subject to any liability pursuant to Sections 406 or 409 of
      ERISA or to either a civil penalty assessed pursuant to Section 502(i) or
      Section 502(l) of ERISA or a tax imposed pursuant to Sections 4975 through
      4980
      of the Code.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

                          
      (d)            All
      contributions and premiums (including all employer contributions and employee
      salary reduction contributions) that are due with respect to any Benefit Plan
      have been made within the time periods prescribed by applicable Law or by the
      terms of such Benefit Plan or any agreement relating thereto to the respective
      Benefit Plan, and all contributions, Liabilities or expenses of any Benefit
      Plan
      (including workers' compensation) for any period ending on or before the date
      hereof which are not yet due will have been paid or accrued on the relevant
      balance sheet in accordance with generally acceptable accounting principles
      on
      or prior to the date hereof.

    


                          
      (e)            Except for
      health care continuation requirements under Section 4980B of the Code and Part
      6
      of Subtitle I of ERISA (“COBRA”) or applicable
      state law, the Company does not have any obligations for retiree health or
      retiree life benefits (whether or not insured) to any current or former employee
      or manager after his or her termination of employment or service with the
      Company. All group
      health plans of the Company have been operated in compliance in all material
      respects with the applicable requirements of COBRA.

    


                          
      (f)            The
      consummation of this Agreement and the Ancillary Documents will not, either
      alone or in combination with any other event: (i) result in any payment becoming
      due, or increase the amount of compensation due, to any current or former
      employee or manager of the Company; (ii) increase any benefits payable under
      any
      Benefit Plan; or (iii) result in any acceleration of the time of payment or
      vesting of any such compensation or benefits.  Further, the Company
      has not announced any type of plan or binding commitment to create any
      additional Benefit Plan, to enter into any agreement with any current or former
      employee or manager, or to amend or modify any existing Benefit Plan or
      agreement with any current or former employee or manager.

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

               
      (g)            Section 2.18(g)
      of the
      Disclosure Schedule identifies each Benefit Plan that is a “nonqualified
      deferred compensation plan” within the meaning of Section 409A of the Code and
      associated Treasury Department guidance, including IRS Notice 2005-1 and
      Proposed Treasury Regulations at 70 Fed. Reg. 57930 (October 4, 2005) (each
      a
“NQDC
      Plan”).  With respect to each NQDC Plan, it either (i) has been
      operated in full compliance with Code Section 409A since January 1, 2005, or
      (ii) does not provide for the payment of any benefits that have or will be
      deferred or vested after September 30, 2004 and since October 3, 2004, it has
      not been “materially modified” within the meaning of Section 409A of the Code
      and associated Treasury Department guidance, including IRS Notice 2005-1,
      Q&A 18 and the proposed regulations at 70 Fed. Reg. 57930 (October 4,
      2005).

    


    2.19                      
      Environmental
      Compliance.  Except as disclosed on Section 2.19
      of the
      Disclosure Schedule:

    


                          
      (a)            the use of
      the real property leased or formerly leased by the Company or any of its
      predecessors, the occupancy and operation thereof by the Company or any of
      its
      predecessors and the conduct of operations and other activities at such
      locations by the Company or any of its predecessors are in compliance in all
      material respects with all applicable environmental Laws;

    


                          
      (b)            the
      Company holds and is in material compliance with all authorizations required
      by
      any Governmental or Regulatory Authority under environmental Laws applicable
      to
      the conduct of the business of the Company as presently conducted;

    


                          
      (c)            the
      Company has not received any written notice of any action by any Person or
      Governmental or Regulatory Authority alleging a violation of or liability under
      any environmental Law arising from the lease, operation or occupation of any
      real property by the Company or any of its predecessors, or any real property
      previously leased or operated by the Company or any of its predecessors, or
      the
      conduct of operations and other activities at such locations by the Company
      or
      any of its predecessors;

    


                          
      (d)            there has
      been no release of any hazardous substance in, on, under or emanating from
      any
      real property leased, occupied or operated by the Company or any of its
      predecessors, or in, on, under or emanating from any real property previously
      leased, occupied or operated by the Company or any of its predecessors, that
      is
      in violation of or is reasonably likely to lead to any liability arising under
      any environmental Law; and

    


               
      (e)            neither
      the Company nor, any of its predecessors have transported or arranged for the
      treatment, storage or disposal of any hazardous substances to any off-site
      location that has resulted in liability or is reasonably likely to lead to
      any
      liability to the Company under applicable environmental Laws.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    2.20                      
      No Undisclosed
      Liabilities.  Except as reflected in the Financial Statements,
      and except for current liabilities incurred by the Company with or with respect
      to the Company’s business in the ordinary course since the date of the Financial
      Statements, the Company has no debts, liabilities or obligations of any nature
      or kind (whether absolute, accrued, contingent, unliquidated or otherwise,
      whether or not known, whether due or to become due and regardless of when
      asserted) of the type required to be reflected as liabilities on a balance
      sheet
      prepared in accordance with generally acceptable accounting principles.

    


    2.21                      
      Accredited
      Investor.  The Shareholder is an “accredited investor” within
      the meaning of Securities and Exchange Commission Rule 501 of
      Regulation D, as presently in effect.  The Shareholder is not
      relying on any statement, representation or warranty, oral or written, express
      or implied, made by Purchaser or Purchaser's affiliates or representatives,
      except as expressly set forth in this Agreement.  The Shareholder has
      no knowledge or reason to believe that any of the representations or warranties
      made by Purchaser as of the date hereof are untrue, incomplete or
      inaccurate.

    


    2.22                      
      Full
      Disclosure.  This Agreement, the Financial Statements, Sections
      2.02, 2.03, 2.05,
      2.08, 2.09, 2.10, 2.13, 2.16, 2.17, 2.18, and 2.19 of the Disclosure
      Schedule, and all other certificates, documents and instruments furnished
      by the Company or any of its shareholders, directors, officers or employees
      in
      connection with this Agreement, or any other transaction contemplated by this
      Agreement, are true and complete in all material respects, and neither this
      Agreement, the Financial Statements, Sections 2.02, 2.03,
      2.05,
      2.08, 2.09, 2.10, 2.13, 2.16, 2.17, 2.18, and 2.19 of the Disclosure
      Schedule, nor any other certificate, document or instrument furnished by
      the Company or any of its shareholders, directors, officers or employees in
      connection with this Agreement, contains an untrue statement of a material
      fact
      or omits to state a material fact necessary in order to make the statements
      included herein or therein not misleading in light of the circumstances under
      which they were made.

    


     

    ARTICLE
      III

     

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    As
      an
      inducement to the Shareholder to enter into and perform his obligations under
      this Agreement, and in consideration of the covenants of the Shareholder
      contained herein, Purchaser warrants and represents to and covenants to the
      Shareholder as follows, as of the Closing:

     

    3.01                      
      Due
      Incorporation.  Purchaser is a corporation duly organized,
      validly existing and in good standing under the Laws of its jurisdiction of
      incorporation, and has the corporate power and lawful authority to own its
      properties and to transact its business as now conducted.  This
      Agreement is binding upon, and enforceable against, Purchaser in accordance
      with
      its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization
      and other Laws affecting creditors rights generally and by general principles
      of
      equity (whether in a proceeding at Law or in equity).

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    3.02                      
      Authority.  Purchaser
      has taken all requisite corporate action to approve this Agreement and
      consummation of the transactions contemplated hereby.

     

    3.03                      
      No
      Conflicts.  Neither the execution and delivery of this
      Agreement nor the consummation of the transactions contemplated hereby, nor
      compliance by Purchaser with any of the provisions hereof, will:

     

    (a)           
      violate, or conflict with, or result in a material breach of any provisions
      of,
      or constitute a material 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 result in the creation of
      any
      Lien upon any of the properties or assets of Purchaser, under any of the terms,
      conditions or provisions of the charter documents of Purchaser, or any note,
      bond, mortgage, indenture, deed of trust, license, agreement, lease or other
      agreement, instrument or obligation to which Purchaser is a party, or by which
      Purchaser or its properties or assets may be bound or affected;

     

    (b)           
      except as set forth in Section 3.03 of
      the
      Disclosure Schedule, require the consent or approval of, or the making of
      any filing with, any third Person, including any Governmental or Regulatory
      Authority; or

     

    (c)           
      violate any Law or Order applicable to Purchaser or any of the properties or
      assets of Purchaser.

     

    3.04                      
      Investment
      Representation.  Purchaser is acquiring the Shares from the
      Shareholder for its own account for investment and not with a view to, or for
      sale in connection with, any distribution thereof, nor with any present
      intention of distributing or selling the same; and, except as contemplated
      by
      this Agreement and the agreements contemplated herein, Purchaser has no present
      or contemplated agreement, undertaking, arrangement, obligation, indebtedness
      or
      commitment providing for the disposition thereof.

     

    3.05                      
      SEC
      Reports.  (a)  Purchaser has timely filed all forms,
      reports and documents required to be filed by Purchaser with the Securities
      and
      Exchange Commission (the “SEC”).  All
      such required forms, reports and documents (including those that by Purchaser
      may file subsequent to the date hereof) are referred to herein as the “Purchaser SEC
      Reports”).  As of their respective dates, Purchaser SEC Reports
      (i) were prepared in accordance and complied in all material respects with
      the
      requirements of the Securities Act of 1933, as amended or the Securities
      Exchange Act of 1934, as amended, as the case may be, and the rules and
      regulations of the SEC thereunder applicable to such Purchaser SEC Reports
      and
      (ii) did not at the time they were filed contain any untrue statement of a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary in order to make the statements therein, in the light of the
      circumstances under which they were made, not misleading.

     

    (b)           
      To the extent any Purchaser SEC Reports shall include reference to either the
      Company or the Shareholder, Purchaser shall use commercially reasonable efforts
      to provide a draft version of such Purchaser SEC Report to the Shareholder
      prior
      to its public release and publication.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    3.06                      
      Investment
      Company.  Purchaser is not, and is not an Affiliate of, an
“investment company” within the meaning of the Investment Company Act of 1940,
      as amended.

     

    ARTICLE
      IV

     

    COVENANTS
      OF SHAREHOLDER

     

    The
      Shareholder covenants and agrees with Purchaser that, at all times from and
      after the date hereof until the Closing, the Shareholder will comply with all
      covenants and provisions of this Article IV, except to the extent Purchaser
      may
      otherwise consent in writing.

     

    4.01                      
      Regulatory and Other
      Approvals.  The
      Shareholder will (a) take all commercially reasonable steps necessary or
      desirable, and proceed diligently and in good faith and use commercially
      reasonable efforts to, as promptly as practicable, obtain all consents,
      approvals or actions of, to make all filings with and to give all notices to
      Governmental or Regulatory Authorities or any other Person required of the
      Shareholder to consummate the transactions contemplated hereby, (b) provide
      such other information and communications to such Governmental or Regulatory
      Authorities or other Persons as such Governmental or Regulatory Authorities
      or
      other Persons may reasonably request and (c) provide reasonable cooperation
      to Purchaser in obtaining all consents, approvals or actions of, making all
      filings with and giving all notices to Governmental or Regulatory Authorities
      or
      other Persons required of Purchaser to consummate the transactions contemplated
      hereby.  The Shareholder will provide prompt notification to Purchaser
      when any such consent, approval, action, filing or notice referred to in clause
      (a) above is obtained, taken, made or given, as applicable, and will advise
      Purchaser of any communications (and, unless precluded by Law or confidentiality
      obligations with respect thereto, provide copies of any such communications
      that
      are in writing) with any Governmental or Regulatory Authority or other Person
      regarding any of the transactions contemplated by this Agreement.

     

    4.02                      
      Conduct of
      Business.  The
      Shareholder will not take any action to cause the Company not to conduct
      business in the ordinary course.  The Company will not pay any
      disbursements, dividends or make any distributions or bonus issues on its
      shares, nor change the compensation payable to the employees, except in the
      ordinary course of business.  Prior to Closing, the Company will
      continue to engage principally in the business now conducted by the
      Company.  Prior to Closing, the Shareholder will ensure that the
      Company will keep in full force and effect its corporate
      existence.  Prior to Closing, the Company will maintain all properties
      necessary in the conduct of its business in good repair, working order and
      condition.

     

    4.03                      
      Fulfillment of
      Conditions. 
      The Shareholder will take all commercially reasonable steps necessary or
      desirable and proceed diligently and in good faith and use all commercially
      reasonable efforts to satisfy each condition to the obligations of Purchaser
      contained in this Agreement and will not take or fail to take any action that
      could reasonably be expected to result in the nonfulfillment of any such
      condition consistent with past practice.

     

    4.04                      
      Confidentiality.  In
      connection with the negotiation of this Agreement and the preparation for the
      consummation of the transactions contemplated by this Agreement, the Shareholder
      will have access to Confidential Information of Purchaser.  The
      Shareholder hereby acknowledges and agree that he: (i) shall treat and hold
      as confidential any Confidential Information of Purchaser with at least the
      same
      degree of care as he normally exercises to protect his own Confidential
      Information but in no event shall such degree of care be less than a reasonable
      standard of care; (ii) shall not disclose, copy reproduce or use any such
      Confidential Information except in connection with this Agreement; (iii) shall
      restrict disclosure of such Confidential Information to the Shareholder’s
      Representatives with a need to know, provided the Shareholder makes their
      Representatives aware of the confidential nature of the Confidential Information
      and direct them not to disclosure to any other person the content of the
      Confidential Information, and the Shareholder shall be responsible for any
      breach of this Section 4.04 by his Representatives; and (iv) if this
      Agreement is terminated for any reason whatsoever, shall return to Purchaser
      all
      tangible embodiments (and all copies) thereof which are in their
      possession.

     

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    ARTICLE
      V

     

    COVENANTS
      OF PURCHASER

     

    Purchaser
      covenants and agrees with the Shareholder that, at all times from and after
      the
      date hereof until the Closing, Purchaser will comply with all covenants and
      provisions of this Article V, except to the extent the Shareholder may otherwise
      consent in writing.

     

    5.01                      
      Regulatory and Other
      Approvals. 
      Purchaser will (a) take all commercially reasonable steps necessary or
      desirable, and proceed diligently and in good faith and use all commercially
      reasonable efforts, as promptly as practicable to obtain all consents, approvals
      or actions of, to make all filings with and to give all notices to Governmental
      or Regulatory Authorities or any other Person required of Purchaser to
      consummate the transactions contemplated hereby, (b) provide such other
      information and communications to such Governmental or Regulatory Authorities
      or
      other Persons as such Governmental or Regulatory Authorities or other Persons
      may reasonably request and (c) provide reasonable cooperation to the
      Shareholder and the Company in obtaining all consents, approvals or actions
      of,
      making all filings with and giving all notices to Governmental or Regulatory
      Authorities or other Persons required of the Shareholder or the Company to
      consummate the transactions contemplated hereby.  Purchaser will
      provide prompt written notification to the Shareholder when any such consent,
      approval, action, filing or notice referred to in clause (a) above is obtained,
      taken, made or given, as applicable, and will advise the Shareholder in writing
      of any communications (and, unless precluded by Law or confidentiality
      obligations with respect thereto, provide copies of any such communications
      that
      are in writing) with any Governmental or Regulatory Authority or other Person
      regarding any of the transactions contemplated by this Agreement.

     

    5.02                      
      Fulfillment of
      Conditions. 
      Purchaser will take all commercially reasonable steps necessary or desirable
      and
      proceed diligently and in good faith and use all commercially reasonable efforts
      to satisfy each condition to the obligations of the Shareholder contained in
      this Agreement and will not take or fail to take any action that could
      reasonably be expected to result in the nonfulfillment of any such
      condition.

     

    5.03                      
      Confidentiality.  In
      connection with the negotiation of this Agreement and the preparation for the
      consummation of the transactions contemplated by this Agreement, Purchaser
      will
      have access to Confidential Information of the Company.  Purchaser
      hereby acknowledges and agrees that it: (i) shall treat and hold as
      confidential any Confidential Information of the Company with at least the
      same
      degree of care as it normally exercises to protect its own Confidential
      Information but in no event shall such degree of care be less than a reasonable
      standard of care; (ii) shall not disclose, copy reproduce or use any such
      Confidential Information except in connection with this Agreement; (iii) shall
      restrict disclosure of such Confidential Information to Purchaser’s
      Representatives with a need to know, provided Purchaser makes its
      Representatives aware of the confidential nature of the Confidential Information
      and directs them not to disclosure to any other person the content of the
      Confidential  Information, and Purchaser shall be responsible for any
      breach of this Section 5.03 by its Representatives; and (iv) if this
      Agreement is terminated for any reason whatsoever, shall return to the Company
      all tangible embodiments (and all copies) thereof which are in its
      possession.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    ARTICLE
      VI

     

    CONDITIONS
      TO OBLIGATIONS OF PURCHASER

     

    The
      obligations of Purchaser hereunder are subject to the fulfillment, at or before
      the Closing, of each of the following conditions (all or any of which may be
      waived in whole or in part by Purchaser in its sole discretion):

     

    6.01                      
      Representations
      and
      Warranties. 
      The representations and warranties made by the Shareholder in this Agreement
      taken as a whole, shall be true and correct, on and as of the Closing Date
      as
      though made on and as of the Closing Date or, in the case of representations
      and
      warranties made as of a specified date earlier than the Closing Date, on and
      as
      of such earlier date.

     

    6.02                      
      Performance. 
      The Shareholder shall have
      performed and complied with, the agreements, covenants and obligations required
      by this Agreement to be so performed or complied with by the Shareholder at
      or
      before the Closing or will hinder or impede the consummation of the transactions
      contemplated by this Agreement.

     

    6.03                      
      Deliveries.  The
      Shareholder shall have delivered, or shall have caused to be delivered, to
      Purchaser, all in form and substance reasonably satisfactory to Purchaser,
      the
      following:

     

    (a)           
      duly executed transfers for all of the Shares in favor of Purchaser and/or
      its
      nominees together with the relevant certificate(s) representing all of the
      Shares;

     

    (b)           
      written resignations, effective on the Closing Date, of those officers and
      directors of the Company that Purchaser shall have requested not less than
      ten
      (10) days’ prior to the Closing;

     

    (c)           
      the certificate of incorporation, by-laws, minute books, share register, common
      seal, share certificates and all books and records of the Company including,
      without limitation all cancelled and un-issued share certificates and signed
      minutes of the Company;

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    (d)           
      without limiting Section 6.03(c) above, all corporate and other records of
      the
      Company, including but not limited to, books of account, leases and contracts,
      Tax Returns, reports and relevant workpapers, financial records and personnel
      records;

     

    (e)           
      an opinion of counsel of the Shareholder, dated as of the Closing Date, in
      form
      and substance reasonably satisfactory to Purchaser;

     

    (f)           
      certified copies of minutes or unanimous written consents of the Board of
      Directors of the Company approving the execution, delivery and performance
      of
      this Agreement, the consummation of the transactions contemplated under this
      Agreement, the share transfers referred to in Section 6.03(a), revoking all
      existing banking mandates of the Company and substituting therefor such banking
      mandates as Purchaser shall direct;

     

    (g)           
      the Financial Statements; and

     

    (h)           
      such other documents required to be delivered by the Shareholder hereunder
      or as
      Purchaser or its counsel may reasonably request to carry out the purposes of
      this Agreement.

     

    6.04                      
      Orders and
      Laws.  There
      shall not be in effect on the Closing Date any Order or Law restraining,
      enjoining or otherwise prohibiting or making illegal the consummation of any
      of
      the transactions contemplated by this Agreement.

     

    6.05                      
      Regulatory Consents
      and Approvals. 
      All consents, approvals and actions of, filings with and notices to any
      Governmental or Regulatory Authority necessary to permit Purchaser and the
      Shareholder to perform their obligations under this Agreement and to consummate
      the transactions contemplated hereby and thereby shall have been duly obtained,
      made or given and shall be in full force and effect, and all terminations or
      expirations of waiting periods imposed by any Governmental or Regulatory
      Authority necessary for the consummation of the transactions contemplated by
      this Agreement shall have occurred.

     

    6.06                      
      Third Party
      Consents.  The
      consents (or in lieu thereof waivers) listed in Section 2.02 of the
      Disclosure Schedule shall have been obtained and shall be in full force
      and effect.

     

    6.07                      
      Employment
      Agreement.  The Shareholder and Purchaser shall have entered
      into the Employment Agreement on terms and in a form reasonably satisfactory
      to
      Purchaser.

     

     

    ARTICLE
      VII

     

    CONDITIONS
      TO OBLIGATIONS OF SHAREHOLDER

     

    The
      obligations of the Shareholder hereunder are subject to the fulfillment, at
      or
      before the Closing, of each of the following conditions (all or any of which
      may
      be waived in whole or in part by the Shareholder in his sole discretion):

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    7.01                      
      Representations
      and
      Warranties. 
      The representations and warranties made by Purchaser in this Agreement, taken
      as
      a whole, shall be true and correct in all material respects on and as of the
      Closing Date as though made on and as of the Closing Date.

     

    7.02                      
      Performance. 
      Purchaser shall have
      performed and complied with, in all material respects, the agreements, covenants
      and obligations required by this Agreement to be so performed or complied with
      by Purchaser at or before the Closing or will hinder or impede the consummation
      of the transactions contemplated by this Agreement.

     

    7.03                      
      Deliveries.  Purchaser
      shall have delivered, or shall have caused to be delivered, to the Shareholder,
      all in form and substance reasonably satisfactory to the Shareholder, the
      following:

     

    (a)           
      a stock certificate for 600,000,000 common shares of the Purchaser; and

     

    (b)           
      certified copies of minutes or unanimous written consents of the Board of
      Directors of Purchaser approving the execution, delivery and performance of
      this
      Agreement and the consummation of the transactions contemplated under this
      Agreement.

     

    7.04                      
      Orders and
      Laws.  There
      shall not be in effect on the Closing Date any Order or Law restraining,
      enjoining or otherwise prohibiting or making illegal the consummation of any
      of
      the transactions contemplated by this Agreement.

     

    7.05                      
      Regulatory Consents
      and Approvals. 
      All consents, approvals and actions of, filings with and notices to any
      Governmental or Regulatory Authority necessary to permit the
      Shareholder  and Purchaser to perform their obligations under this
      Agreement and to consummate the transactions contemplated hereby and thereby,
      shall have been duly obtained, made or given and shall be in full force and
      effect, and all terminations or expirations of waiting periods imposed by any
      Governmental or Regulatory Authority necessary for the consummation of the
      transactions contemplated by this Agreement shall have occurred.

     

    7.06                      
      Third Party
      Consents.  The
      consents (or in lieu thereof waivers) listed in Section 3.03 of the
      Disclosure Schedule shall have been obtained and shall be in full force
      and effect.

     

     

    ARTICLE
      VIII

     

    POST
      CLOSING COVENANTS

     

    8.01                      
      Tax Matters and
      Regulatory Filings.  (a)  Purchaser, the Company and
      the Shareholder shall provide each other with such assistance as may reasonably
      be requested by the others in connection with the preparation of any Tax Return,
      any audit or other examination by any Governmental or Regulatory Authorities,
      any judicial or administrative proceedings relating to liabilities for Company
      Taxes, or any filings required by Governmental or Regulatory
      Authorities.  Such assistance shall include: (i) making employees
      available on a mutually convenient basis to provide additional information
      or
      explanation of material provided hereunder; (ii) providing copies of relevant
      Tax Returns and supporting material; and (iii) providing reasonable cooperation
      to the others in making all filings with and giving all notices to Governmental
      or Regulatory Authorities. Purchaser, the Company and the Shareholder will
      retain all Tax Returns, schedules and work papers and all material records
      and
      other documents relating to Company Tax matters for one hundred eighty (180)
      days after the expiration of any applicable statute of limitations including
      any
      extensions thereof.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    (b)           
      From the date of this Agreement through and after the Closing Date, the
      Shareholder shall prepare, or cause to be prepared, and file, or cause to be
      filed, in a timely manner all Tax Returns relating to the Company for any
      taxable period ending on or before the Closing Date, and Purchaser shall do
      the
      same for any taxable period ending after the Closing Date.

     

    (c)           
      Any refunds received by Purchaser or the Company of Company Taxes (and any
      equivalent benefit obtained through a reduction in tax liability for taxable
      period or portions thereof ending after the Closing Date) relating to taxable
      periods or portions thereof ending on or before the Closing Date shall be for
      the account of the Shareholder, and Purchaser shall pay over to the Shareholder
      any such refund or the amount of any such benefit within five (5) days of the
      earlier of receipt or entitlement thereto. Purchaser shall, if the Shareholder
      so requests and at the Shareholder’s expense, file (or cause to be filed) a
      claim for any refunds or equivalent amounts to which the Shareholder is entitled
      hereunder.

     

    (d)           
      Any Tax liability incurred by Purchaser or the Company relating to the taxable
      period or portions thereof ending on or prior to the Closing Date shall be
      the
      responsibility of the Shareholder, and the Shareholder shall pay to Purchaser
      any such amounts necessary to reimburse Purchaser for such liability; provided, however, that the
      Shareholder shall have the right to contest and appeal any such Tax
      liability.

     

    8.02                      
      Indemnification.  The
      Shareholder agrees to indemnify and hold Purchaser and its officers, directors,
      shareholders, employees, agents and attorneys harmless from and against any
      and
      all damages, liabilities, losses, claims, obligations, liens, assessments,
      judgments, taxes, fines, penalties, reasonable costs and expenses (including
      reasonable fees of counsel), as the same are incurred, of any kind or nature
      whatsoever (whether or not arising out of third-party claims and including
      all
      amounts paid in investigation, defense or settlement of the foregoing) which
      may
      be sustained or suffered by Purchaser based upon, arising out of, or by reason
      of any of the following:

     

    (a)           
      the breach or inaccuracy of any representation, warranty, covenant or agreement
      of the Shareholder contained in this Agreement or in any Ancillary Document;
      and/or

     

    (b)           
      Purchaser’s purchase of the Shares.

     

    8.03                      
      Survival of
      Representations and Covenants.  The respective representations,
      warranties, obligations, covenants, and agreements of the parties shall survive
      the Closing.

     

    8.04                      
      Confidentiality;
      Non-Competition.  The  Shareholder agrees that he
      will keep confidential and will not disclose or divulge any Confidential
      Information of the Company or the terms of this Agreement.  As a
      material inducement and consideration for Purchaser to enter into this
      Agreement, and pursuant to the terms of the Employment Agreement, each
      Shareholder will not, within the Restricted Area (as defined therein) and for
      the Restricted Period (as defined therein), carry on any business, or own (in
      whole or in part), operate, advise, assist or lend funds to or invest funds
      in,
      any person, firm, partnership, business, corporation or other entity in any
      manner that would aid or assist any person, firm, partnership, business,
      corporation or other entity to compete, in any material respect, with the
      business of the Company or a substantially similar business.  In the
      event of a breach of any of the covenants set forth in this Section 8.04,
      Purchaser will be entitled to an injunction against the Shareholder restraining
      such breach in addition to any other remedies provided by law or
      equity.  Each of the parties hereto agree that the scope of the
      provisions set forth in this Section 8.04 are reasonable.  In the
      event that any covenant in this Section 8.04 is held to be invalid, illegal
      or
      unenforceable by any court of competent jurisdiction or any other governmental
      authority, it is agreed and understood that such covenant will not be voided
      but
      rather will be construed to impose limitations upon the Shareholder’s activities
      no greater than allowable under then applicable law.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    ARTICLE
      IX

     

    TERMINATION

     

    9.01                      
      Termination. 
      This Agreement may be
      terminated, and the transactions contemplated hereby may be abandoned:

     

    (a)           
      at any time before the Closing, by mutual written agreement of the Shareholder,
      the Company and Purchaser;

     

    (b)           
      at any time before the Closing, by the Shareholder or Purchaser in the event
      that any Order or Law becomes effective restraining, enjoining or otherwise
      prohibiting or making illegal the consummation of any of the transactions
      contemplated by this Agreement, upon written notification of the terminating
      party;

     

    (c)           
      at any time before the Closing, by the Shareholder upon written notification
      to
      Purchaser by the Shareholder, if Purchaser is in material breach of any
      representation, warranty, covenant or agreement under this Agreement which
      is
      not curable or, if curable, is not cured within thirty (30) calendar days (and
      the Shareholder is not in material breach of any representation, warranty,
      covenant or agreement under this Agreement); or

     

    (d)           
      at any time before the Closing, by Purchaser upon written notification to the
      Shareholder by Purchaser, if the Shareholder is in material breach of any
      representation, warranty, covenant or agreement under this Agreement which
      is
      not curable or, if curable, is not cured within thirty (30) calendar days (and
      Purchaser is not in material breach of any representation, warranty, covenant
      or
      agreement under this Agreement).

     

    9.02                      
      Effect of
      Termination. 
      If this Agreement is validly terminated pursuant to Section 9.01, this Agreement
      will forthwith become null and void, and there will be no liability or
      obligation on the part of the Shareholder, the Company or Purchaser (or any
      of
      their respective Representatives or Affiliates), except that Sections 4.04,
      5.03
      and 11.03 shall survive. 

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    ARTICLE
      X

     

    DEFINITIONS

     

    10.01                      
      Definitions.

     

    (a)           
      As used in this Agreement, the following defined terms shall have the meanings
      indicated below:

     

    Affiliate:  means
      any Person that directly or indirectly through one of more intermediaries,
      controls or is controlled by or is under common control with the Person
      speci­fied.  For purposes of this definition, control of a Person
      means the power, direct or indirect, to direct or cause the direction of the
      management and policies of such Person whether by Contract or otherwise and,
      in
      any event and without limitation of the previous sentence, any Person owning
      more than fifty percent (50%) of the voting securities of a second Person shall
      be deemed to control that second Person.

     

    Agreement:  means
      this Stock Purchase Agreement and the Exhibits and the Disclosure Schedule
      hereto as the same shall be amended from time to time.

     

    Ancillary
      Documents:
      has the meaning ascribed to it in Section 2.01(b).

     

    Balance
      Sheet:  shall mean the unaudited balance sheet of the Company
      as of September 30, 2005, included in the Financial Statements.

     

    Balance
      Sheet
      Date:  shall mean September 30, 2005.

     

    Benefit
      Plan: has the
      meaning ascribed to it in Section 2.18.

     

    Cash
      Portion: has the
      meaning ascribed to it in Section 1.03.

     

    Closing:  means
      the closing of the transactions contemplated by Section 1.04.

     

    Closing
      Date:  means on or about March 28, 2006.

     

    Code:
      shall mean the
      Internal Revenue Code of 1986, as amended.

     

    Company:  has
      the meaning ascribed to it in the preamble.

     

    Company
      Taxes:  has the meaning ascribed to it in Section 2.11.

     

    Confidential
      Information:  shall mean any confidential or proprietary
      information of a party that is furnished to the other party in connection with
      the negotiation of this Agreement and the consummation of the transaction
      contemplated hereby, including without limitation, information relating to
      a
      party’s business activities, research, development, plans, productions,
      facilities, financial condition, products, services, equipment, marketing,
      processes, methodologies, software, technical knowledge, intellectual property,
      data, employees, customers, prospects and/or other information that has been
      identified as, or by its nature may be reasonably determined to be,
      confidential; provided,
      however, that Confidential Information shall not include any information
      (A) which, at the time of disclosure, is available publicly,
      (B) which, after disclosure, becomes available publicly through no fault of
      the receiving party, (C) which the receiving party knew or had access to
      prior to disclosure as reasonably demonstrated by such party, (D) which a
      party lawfully and rightfully obtains from a third party as reasonably
      demonstrated by such party, or (E) which a receiving party is required to
      disclose by Law, Order, rule, regulation or Governmental or Regulatory
      Authority.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    Contract:  means
      any agreement, lease, evidence of indebtedness, mortgage, indenture, security
      agreement or other contract.

     

    Disclosure
      Schedule:  means the record attached hereto and dated as of the
      date hereof, containing all lists, descriptions, exceptions and other
      information and materials as are required to be included therein pursuant to
      this Agreement.

     

    EBITDA:                                
      means, during any accounting period, consolidated earnings for such accounting
      period before provision for payment of any interest, taxes, depreciation and
      amortization.

     

    Employment
      Agreement:  means the form of Employment Agreement attached as
Exhibit C
      hereto covering the Shareholder.

     

    ERISA:
      shall mean the
      Employee Retirement Income Security Act of 1974, as amended.

     

    Financial
      Statements:  shall mean those certain audited financial
      statements of the Company for its last two (2) fiscal years and any stub year,
      in a form reasonably satisfactory to Purchaser and delivered by the Shareholder
      to Purchaser on or prior to the Closing Date.

     

    Governmental
      or Regulatory
      Authority:  means any court, tribunal, arbitrator, authority,
      agency, commission, official or other instrumentality of the United States
      or
      any foreign government, state, county, city or other political
      subdivision.

     

    Laws:  means
      all laws, statutes, rules, regulations, ordinances and other pronouncements
      having the effect of Law of the United States or any foreign government, state,
      county, city or other political subdivision or of any Governmental or Regulatory
      Authority.

     

    Liens:  means
      any mortgage, pledge, assess­ment, security interest, lease, lien, adverse
      claim, levy, charge or other encumbrance.

     

    Notes:
      has the
      meaning ascribed to it in Section 1.03.

     

    Order:  means
      any writ, judgment, decree, injunction or similar order of any Governmental
      or
      Regulatory Authority (in each such case whether preliminary or final).

     

    Payment
      Date: has the
      meaning ascribed to it in Section 1.03.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

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

     

    Purchase
      Price:  has the meaning ascribed to it in Section 1.02.

     

    Purchaser:  has
      the meaning ascribed to it in the preamble.

     

    Purchaser
      SEC
      Reports:  has the meaning ascribed to it in Section
      3.05.

     

    Representatives:  means
      a Person's officers, directors, employees, counsel, accountants, financial
      advisors, consultants and other representatives of such Person.

     

    SEC:  has
      the meaning ascribed to it in Section 3.05.

     

    Shareholder:  has
      the meaning ascribed to it in the preamble.

     

    Shares:  has
      the meaning ascribed to it in the Recitals.

     

    Tax
      Return:  means any return, filing, questionnaire, information
      return or other document required to be filed, including requests for extensions
      of time, filings made with estimated tax payments, claims for refund and amended
      returns that may be filed, for any period with any taxing authority (whether
      domestic or foreign) in connection with any Company Tax (whether or not a
      payment is required to be made with respect to such filing).

     

    Unless
      the context of this Agreement otherwise requires, (i) words of any gender
      include each other gender; (ii) words using the singular or plural number
      also include the plural or singular number, respectively; (iii) the terms
“hereof,” “herein,” “hereby” and deriva­tive or similar words refer to this
      entire Agreement; (iv) the terms “Article” or “Section” refer to the
      specified Article or Section of this Agreement; and (v) the phrase
“ordinary course of business” refers to the business of the
      Company.  Any representation or warranty contained herein as to the
      enforceability of a Contract shall be subject to the effect of any bankruptcy,
      insolvency, reorganization, moratorium or other similar Law affecting the
      enforcement of creditors’ rights generally and to general equitable principles
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at Law).

     

     

    ARTICLE
      XI

     

    MISCELLANEOUS

     

    11.01                      
      Notices. 
      All notices, requests and
      other communications hereunder must be in writing and will be deemed to have
      been duly given only if delivered personally or by facsimile transmission or
      mailed (first class postage prepaid) to the parties at the following addresses
      or facsimile numbers:

     

    If
      to
      Purchaser, to:

    


    Cable
      & Co Worldwide, Inc.

    800
      Third
      Avenue, 21st Floor,

    New
      York,
      New York 10022

    Attn:
      Martin C. Licht, Esq.

    Fax
      212-371-5500

    


    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    with
      a
      copy to:

    Reitler
      Brown & Rosenblatt LLP

    800
      Third
      Avenue, 21st Floor,

    New
      York,  New York 10022

    Attn:
      Robert Brown, Esq.

    Fax
      212-371-5500

    


    
      	
               

            	
              If
                to Licht, to: 

            


    

    


    LifeHealthCare,
      Inc.

    800
      Third
      Avenue, 21st Floor,

    New
      York,  New York 10022

    Fax
      212-371-5500

    


    All
      such
      notices, requests and other communications will (i) if delivered personally
      to the address as provided in this Section 11.01, be deemed given upon delivery,
      (ii) if delivered by facsimile transmission to the facsimile number as
      provided in this Section 11.01, be deemed given upon receipt, subject to
      confirmation of receipt in complete legible form, and (iii) if delivered by
      mail in the manner described above to the address as provided in this Section
      11.01, be deemed given upon receipt (in each case regardless of whether such
      notice is received by any other Person to whom a copy of such notice, request
      or
      other communication is to be delivered pursuant to this Section
      11.01).  Any party from time to time may change its address, facsimile
      number or other information for the purpose of notices to that party by giving
      notice specifying such change to the other parties hereto.

     

    11.02                      
      Entire
      Agreement. 
      This Agreement supersedes all prior discussions and agreements between the
      parties with respect to the subject matter hereof.

     

    11.03                      
      Expenses. 
      Except as otherwise
      expressly provided in this Agreement, whether or not the transactions
      contemplated hereby are consummated, each party will pay its own costs and
      expenses incurred in connection with the negotiation, execution and closing
      of
      this Agreement and the transactions contemplated hereby.

     

    11.04                      
      Public
      Announcements.  The parties hereto shall advise and consult
      with each other prior to the making of any public announcement with respect
      to
      the transactions contemplated hereby and, in any event, shall not issue any
      press releases, make any public announcement or statement without the consent
      of
      the other parties, except for filings, or registrations which may be required
      by
      Law.

     

    11.05                      
      Further Assurances;
      Post-Closing Cooperation.  At all times
      before and
      after the Closing, the parties hereto shall each perform such acts, execute
      and
      deliver such instruments and documents and do all such other things consistent
      with the terms of this Agreement as may be reasonably necessary to accomplish
      the transactions contemplated in this Agreement or to otherwise carry out the
      purpose of this Agreement.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    11.06                      
      Waiver. 
      Any term or condition of
      this Agree­ment may be waived at any time by the party that is entitled to
      the benefit thereof, but no such waiver shall be effective unless set forth
      in a
      written instrument duly executed by or on behalf of the party waiving such
      term
      or condition.  No waiver by any party of any term or condition of this
      Agreement, in any one or more instances, shall be deemed to be or construed
      as a
      waiver of the same or any other term or condition of this Agreement on any
      future occasion.  All remedies, either under this Agreement or by Law
      or otherwise afforded, will be cumu­lative and not alternative.

     

    11.07                      
      Amendment. 
      This Agreement may be
      amended, supplemented or modified only by a written instrument duly executed
      by
      or on behalf of each party hereto.

     

    11.08                      
      No Third Party
      Beneficiary. 
      The terms and pro­visions of this Agreement are intended solely for the
      benefit of each party hereto and their respective successors or permitted
      assigns, and it is not the intention of the parties to confer third-party
      beneficiary rights upon any other Person.

     

    11.09                      
      No Assignment; Binding
      Effect. 
      Neither this Agreement nor any right, interest or obligation hereunder may
      be
      assigned without the prior written consent of the other parties to this
      Agreement and any attempt to do so will be void; provided, however, that the
      parties to this agreement hereby consent to the assignment by Purchaser of
      its
      rights and interests under this Agreement to a wholly-owned subsidiary of
      Purchaser; provided,
      further, that Purchaser shall continue to be bound by all of its
      obligations hereunder.  Subject to the preceding sentence, this
      Agreement is binding upon, inures to the benefit of and is enforceable by the
      parties hereto and their respective successors and permitted assigns.

     

    11.10                      
      Headings. 
      The headings used in this
      Agreement have been inserted for convenience of reference only and do not define
      or limit the provisions hereof.

     

    11.11                      
      Invalid
      Provisions.  If
      any provision of this Agreement is held to be illegal, invalid or unenforceable
      under any present or future Law, and if the rights or obligations of any party
      hereto under this Agreement will not be materially and adversely affected
      thereby, (a) such provision will be fully severable, (b) this
      Agreement will be construed and enforced as if such illegal, invalid or
      unenforceable provision had never comprised a part hereof, (c) the
      remaining provisions of this Agreement will remain in full force and effect
      and
      will not be affected by the illegal, invalid or unenforceable provision or
      by
      its severance herefrom and (d) in lieu of such illegal, invalid or
      unenforceable provision, there will be added automatically as a part of this
      Agreement a legal, valid and enforceable provision as similar in terms to such
      illegal, invalid or unenforceable provision as may be possible.

     

    11.12                      
      Governing
      Law.  This
      Agreement and any controversy or claim arising out of or relating to this
      Agreement shall be governed by the Laws of the State of New York without giving
      effect to the principles of conflicts of Laws.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    11.13                      
      Counterparts. 
      This Agreement may be
      executed in any number of counterparts, each of which will be deemed an
      original, but all of which together will constitute one and the same
      instrument.

     

    Signature
      Page Follows


    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    


     

    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
      duly
      authorized officer of each party hereto as of the date first above
      written.

     

    


    SHAREHOLDER:

    


    


    


    _________________________________

     Martin
      Licht

    


    


    PURCHASER:

    


    CABLE
&
CO
      WORLDWIDE, INC.

    


    


    By:
      ________________________________

    Name:

    Title:

    


    


    


    



    
      
         

      

      
        26

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    NOT
      USED


    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    EXHIBIT
      B

    NOT
      USED

    EXHIBIT
      C

    


    FORM
      OF EMPLOYMENT AGREEMENT

     

    


    


    


    None