stock_agreement2.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGREEMENT
      FOR PURCHASE AND SALE OF STOCK

    


         This
      Agreement for Purchase of Stock  ("Agreement") is made and deemed
      effective as of January 10, 2008, by and between US Biodefense, Inc. (referred
      to as "Seller"), on one side, and 221 Fund, LLC /or its assigns, successors
      and/or nominees (referred to as "Purchaser"), on the other side, with reference
      to the herein recitals, terms and conditions.

    


    RECITALS

    


         A.
      Seller’s representative is a shareholder of record and current Chairman and CEO
      of U.S. Biodefense, Inc. a Utah Corporation (the "Corporation");

    


         B.
      Purchaser desires to purchase and Seller desire to sell or cause to be sold
      a
      certain number of common shares of the Corporation’s stock as identified in
      Exhibit  "A" (the  "Stock") upon the terms and subject to
      the conditions hereinafter set forth;

    


         C.
      Purchaser further desires to be retained by the Corporation as Chairman of
      the
      board of directors and Chief Executive Officer in conjunction with consummation
      of the transaction contemplated by this Agreement;

    


         NOW,
      THEREFORE, in consideration of the mutual covenants and agreements
      contained in this Agreement, it is hereby agreed as follows:

    


    AGREEMENT

    


         1.0
      Purchase and Sale; Closing.

    


         1.1
      Purchases and Sale of Corporation’s Common Stock.

         Subject
      to the terms and conditions hereinafter set forth, at the closing of the
      transaction (defined below) contemplated hereby, Seller shall collectively
      sell,
      convey and transfer, or cause to be sold, conveyed or transferred, the Stock
      and
      deliver to Purchaser certificates representing the Stock, and the Purchaser
      shall purchase from the Seller the Stock in consideration of the purchase price
      set forth in Section 2, below.  The certificates representing the
      Stock shall be duly endorsed for transfer or accompanied by appropriate stock
      transfer powers duly executed in blank, in either case with signatures
      guaranteed in the customary fashion, and shall have all the necessary
      documentary transfer tax stamps affixed thereto at Sellers' sole
      expense.

    


         1.2
      Procedure for Closing.

         The
      closing of the transaction contemplated by this Agreement shall be held on
      January 10, 2008 at 1:00 p.m. EST, or such other place, date and time as the
      parties hereto may otherwise agree (such date to be referred to in this
      Agreement as the "Closing Date").

    


         1.3
      Deliveries by Sellers.

         On
      the Closing Date, Sellers shall deliver to Purchaser the following:

    


             
      A.  Those certificates evidencing the Stock as set forth in Section 3.2,
      below; and

    
      	
              B.  

            	
              Executed
                resignation of David Chin; and

            


    

    
      	
              C.  

            	
              Executed
                Employment agreement for Scott
                Gallagher

            


    

    


         1.4
      Deliveries by Buyers.

         On
      the Closing Date, Purchaser shall deliver to Seller, in accordance with the
      allocations set forth in Exhibit "A" hereto, checks or wire transfers totaling
      $150,000 as full consideration of the contemplated purchase of 5,000,000 (FIVE
      MILLION) shares of the sellers common stock..

    


         2.0
      Amount and Payment of Purchase Price.


         The
      full purchase price of the Stock shall be $150,000 in accordance with the
      allocation set forth in Exhibit "A" attached and incorporated herein, all in
      the
      aggregate sum of One Hundred Fifty Thousand ($150,000) Dollars and
      00/100.

    


         3.0
      Sellers' Representations and Warranties.

         Seller
      hereby warrants and represent as follows:

    


         3.1.
      Validity of Agreement.

         This
      Agreement has been duly executed and delivered by Seller and is a legal, valid
      and binding obligation upon Seller, enforceable in accordance with its terms,
      except as may be limited by the laws of bankruptcy or equity.

    


         3.2
      Title to Shares.

         The
      ten million shares of Stock and free and clear of all liens, security interests,
      charges or other encumbrances, except as otherwise disclosed in writing by
      Seller. Seller is not party to any agreement, written or oral, creating rights
      in respect to the Stock in any third person or relating to the voting of the
      Stock. There are no existing warrants, options, stock purchase agreements,
      stock
      transfer restriction agreements, redemption agreements, calls or rights to
      subscribe of any character relating to the Stock, nor are there any securities
      convertible into such stock.

    


         3.3
      Voluntary and Intelligent Execution.

         Seller
      has entered into the transaction contemplated by this Agreement at Sellers'
      own
      free will and without any fraud or coercion of any kind. Seller has not relied
      on any representations not contained in this Agreement. Seller has had the
      opportunity to seek the advice of competent and independent legal counsel with
      respect thereto and undertaken such investigation into the relevant facts as
      Seller deemed necessary and appropriate.

    


         3.4
      Authority Relative to this Agreement.

         Except
      as otherwise stated herein, Seller has full power and authority to execute
      this
      Agreement and carry out the transaction contemplated by it and no further action
      is necessary by Seller to make this Agreement valid and binding upon Seller
      and
      enforceable against him, individually or jointly, in accordance with the terms
      hereof, or to carry out the actions contemplated hereby. The execution, delivery
      and performance of this Agreement by Seller will not:

    


              A.
      Constitute a breach or a violation of the Corporation's Certificate of
      Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust,
      mortgage, loan agreement or other instrument to which any of them are a party,
      or by which it is bound;

    


              B.  Constitute
      a violation of any order, judgment or decree to which any of them are a party
      or
      by which its assets or properties are bound or affected; or

    


              C.
      Result in the creation of any lien, charge or encumbrance upon any of their
      assets or properties, except as stated herein.

    


          3.5
      Seller’s Liability Representation.

    Seller
      hereby represents that Schedule
“C” contains the full list of outstanding liabilities of the Company as of the
      Closing Date and hereby indemnifies the Purchaser for any and all amounts in
      excess of those described on Schedule “C”.

    


          3.6
      Audit Representation.

    To
      the best of Seller’s belief and
      knowledge, the Corporation’s books are “Auditable” for the fiscal year ended
      2007. Further the Seller guarantee’s that he will deliver complete audited
      financial results for the fiscal year ended December 31, 2007 at his full
      expenses by February 10, 2008. Further, at closing, the seller will deliver
      to
      the Purchaser the Corporate book, including copies of all of the Corporation’s
      executed board resolutions and approved contracts.  In addition the
      Seller pledges full cooperation with the Purchaser in completing the
      aforementioned transaction.

    


         4.0
      Release and Waiver.

         For
      the consideration and mutual promises herein contained, the Seller, on behalf
      of
      himself and for all of its officers, directors, trustees, shareholders, heirs,
      executors, administrators, attorneys, consultants, successors and assigns,
      principals, agents, servants, employees, representatives, and each of them,
      hereby forever release and discharge Purchaser and the Corporation and their
      companies, officers, directors, trustees, shareholders, heirs, executors,
      administrators, attorneys, consultants, successors and assigns, partners,
      principals, agents, servants, employees, representatives, and each of them,
      from
      any and all actions, causes of action, judgments, liens, promises, agreements,
      contracts, obligations, Transactions, indebtedness, costs, damages, losses,
      lawsuits, arbitrations, appeals, claims, liabilities, indemnifications, debts,
      restrictive covenants, demands, attorney’s fees or expenses of any nature
      whatsoever, except as expressly set forth in this Agreement, and rights of
      any
      kind or character, known or unknown or speculative, arising out of, based upon,
      or relating to any claim, whether known or unknown, concerning in any manner
      Purchaser or the Corporation.

    


         5.0
      Indemnification.

    


         5.1
      Definition.

         As
      used in this provision, "Damages” means all claims, damages, liabilities,
      losses, judgments, settlements, and expenses, including, without limitation,
      all
      reasonable fees and disbursements of counsel incident to the investigation
      or
      defense of any claim or proceeding or threatened claim or
      proceeding.

    


         5.2
      Terms of Indemnification.

         Seller
      agrees to jointly and severally indemnify, defend and hold harmless Purchaser
      from all Damages (i) proximately caused by the fault or negligence of Seller,
      its officers, employees or agents; (ii) which relate in any manner to the terms
      and obligations of this Agreement; (iii) which relate to any other failure
      by
      Seller to comply with any terms of this Agreement; (iv) which relate to any
      failure by Seller to comply with applicable laws and/or regulations in
      accordance with this   Agreement; (v) resulting from any breach
      of any representation, warranty, covenant or promise made by Seller in this
      Agreement; and/or (vi) resulting from any and all federal, state or local tax
      liabilities of Seller that in any manner impact Purchaser.

    


         5.3
      Notice of Claim.

         Seller
      shall promptly notify Purchaser in writing of any claim asserted by a third
      person that might give rise to any indemnity obligation hereunder. Failure
      of
      Seller to promptly give such notice shall not relieve that individual of his
      indemnification obligations under this Agreement.  Together with or
      following such notice, Seller shall deliver to Purchaser copies of all Notices
      and documents received by such party relating to the asserted claim (including
      court papers).

    


         6.0
      Expenses.

         Each
      of the parties hereto shall pay its own expense in connection with this
      Agreement and the transactions contemplated hereby, including the fees and
      expenses of its counsel and its certified public accountants and other
      experts.

    


         7.0
      Conditions Precedent.

    


         7.1
      Purchaser's obligations under this Agreement are expressly conditioned upon,
      among other requirements stated herein, (i) the negotiation and execution of
      an
      executive employment agreement between the Corporation and Purchaser’s
      representative, (ii) effective resignation of all present board members and
      officers of the Corporation, and (iii) the election of Purchaser’s
      representative as the CEO of the Corporation.  Seller acknowledges and
      understands that the Corporation intends to retain and employ Purchaser’s
      representative as an officer and/or director of the
      Corporation.  Seller further acknowledges and hereby waives any
      conflict of interest by virtue of the intended employment of Purchaser’s
      representative by the Corporation.

    


         7.2
      In the event that Purchaser, Corporation or any third party fails to execute
      any
      of the above referenced agreements for any reason, then any deposits made by
      Purchaser to Seller, either individually or collectively, towards purchase
      of
      the Stock shall be immediately refunded by Seller and Purchaser's obligations
      under this Agreement shall be fully extinguished. Further, in such event, all
      items delivered by Seller shall be returned to same, including the
      Stock.

    


         8.0
      Miscellaneous.

    


         8.1
      Waivers.

         No
      action taken pursuant to this Agreement, including any investigation by or
      on
      behalf of any party shall be deemed to constitute a waiver by the party taking
      such action or compliance with any representation, warranty, covenant or
      agreement contained herein, therein and in any documents delivered in connection
      herewith or therewith.  The waiver by any party hereto of a breach of
      any provision of this Agreement shall not operate or be construed as a waiver
      of
      any subsequent breach.

    


         8.2
      Notices.

         All
      notices, requests, demands and other communications, which are required or
      may
      be given under this Agreement shall be in writing and shall be deemed to have
      been duly given if delivered or mailed, first class mail, postage
      prepaid:

    


                         To
      Seller:                        See
      Exhibit "B"

    


                         To
      Purchaser:                221
      Fund, LLC/ Scott Gallagher

    300
      State Street East, Suite
      226

    Oldsmar,
      Florida 34677

    813-749-8805/Voice

    727-417-7807/Cell

    215-689-2748/Fax

    


         Or
      to such other address as such party shall have specified by notice in writing
      to
      the other party.

    


         8.3
      Merger and Integration.

         This
      Agreement contains the entire understanding of the parties.  There are
      no representations, covenants or understandings other than those, either
      express, implied or referred to herein.  Each party acknowledges that
      there are no conditions to this Agreement other than those expressed or referred
      to herein.  Each party further acknowledges that no other party or any
      agent or attorney of any other party has made any promise, representation or
      warranty whatsoever, express or implied or statutory, not contained or referred
      to herein, concerning the subject matter hereof, to induce him to execute this
      Agreement, and he acknowledges that he has not executed this Agreement in
      reliance on any such promise, representation or warranty not specifically
      contained or referred to herein.

    


         8.4
      Sections and Other Headings.

         The
      section and other headings contained in this Agreement are for reference
      purposes only and shall not affect the meaning or interpretation of this
      Agreement.

    


         8.5
      Governing Law.

         This
      Agreement, and all transactions contemplated hereby, shall be governed by,
      construed and enforced in accordance with the laws of the State of
      Nevada.  The parties herein submit to personal jurisdiction and venue
      of a court of subject matter jurisdiction, which is appropriate for Tampa,
      Florida.

    


         8.6
      Attorney's Fees and Court Costs.

         In
      the event that litigation results from or arises out of this Agreement or the
      performance thereof, the parties agree to reimburse the prevailing party's
      reasonable attorney's fees, court costs, and all other expenses, whether or
      not
      taxable by the court as costs, in addition to any other relief to which, the
      prevailing party may be entitled.

    


         8.8
      Contractual Procedures.

         Unless
      specifically disallowed by law, should litigation arise hereunder, service
      of
      process therefore, may be obtained through certified mail, return receipt
      requested; the parties hereto waiving any and all rights they may have to object
      to the method by which service was perfected.

    


         8.9
      Partial Invalidity.

         If
      any provision in this Agreement is held by a court of competent jurisdiction
      to
      be invalid, void, or unenforceable, the remaining provisions will nevertheless
      continue in full force without being impaired or invalidated in any
      way.

    


         8.10
      Survival of Representations and Warranties.

         The
      representations and warranties of the parties including indemnification
      obligations contained herein shall survive following the Closing
      Date.

    


         8.11
      Further Assurances.

         The
      parties agree to take all further actions, including execution of documents,
      which are reasonably necessary to effectuate the transaction contemplated by
      this Agreement.

    


         8.12
      Binding on Successors.

         This
      Agreement and covenants and conditions herein contained shall apply to, be
      binding upon and inure to the benefit of the respective heirs, administrators,
      executors, legal representatives, assignees, successors and agents of the
      parties hereto.

    


         8.13
      Specific Performance.

         The
      parties agree that remedies, at least for any breach or threat of breach of
      this
      Agreement, may be inadequate and that, in the event of any such breach or threat
      of breach, the non-breaching party will be entitled, in addition to all other
      rights and remedies otherwise available at law or in equity, to the equitable
      remedy of injunctive relief to enforce the provisions of this
      Agreement.

    


         8.14
      Joint Preparation.

         This
      Agreement is to be deemed to have been jointly prepared by the parties hereto
      and any uncertainty and ambiguity existing herein shall not be interpreted
      against any party hereto, but according to the application of the rules of
      interpretation of contracts, if any such uncertainty or ambiguity
      exists.

    


         8.15
      Counterparts.

         This
      Agreement can be executed in one or more counterparts and the counterparts
      signed in the aggregate shall constitute a single, original
      instrument.  A facsimile/photocopy of this Agreement may be used in
      lieu of the original for all purposes.

    


         IN
      WITNESS WHEREOF, the parties have executed this Agreement (consisting
      of 9 pages including Exhibits "A", “B” and "C") so that it is deemed effective
      as of the day and year first written above.

    


    SELLER:                                                                                     PURCHASER:

    US
      Biodefense,
      Inc.                                                                                     221
      Fund, LLC.

    


    


    By:          /s/
      David Chin                                            By:       /s/
      Scott
      Gallagher                                                    

    David
      Chin,
      CEO                                                                                     Scott
      Gallagher, CIO

    


    Dated:  January
      10,
      2008                                                                                     Dated:  January
      10, 2008

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      "A"

    


    SELLERS'
      ALLOCATION OF SHARES/PURCHASE PRICE

     

    SHARES
      TO BE DELIVERED:

    


    SHAREHOLDER                                                      COMMON
      SHARES                                                                           

    


    221
      Fund,
      LLC                                                          5,000,000

    


        


    Total                                                   5,000,000

              =======

     

    CASH
      DISBURSEMENT

    


    US
      BioDefense,
      Inc.                                                  $150,000
      (to be applied to an existing debt obligation of the Company)