textech_sb2-ex1002.htm


    EXHIBIT
      10.2

       

      STOCK
        PURCHASE
        AGREEMENT

       

      This
        Stock Purchase Agreement (the “Agreement”) is entered into between
        Textechnologies, Inc, (the “Purchaser”), Charms Investments Limited (the
“Seller”) and Middleton Settlement Ltd, (the “Company”), effective as of
        December 1st,
        2006
        (the “Effective Date”) For purposes of this Agreement, each of Purchaser and
        Seller shall be referred to individually as a “Party” and both of them shall be
        referred to collectively as the “Parties”.

       

      Recitals

       

      A.    Seller
        desires to sell all of the outstanding and issued shares (the “Stock”) of
        MIDDLETON SETTLEMENT LIMITED a company registered under the laws of England
        and
        Wales under company number 05331110, owned by seller, which stock constitutes
        100% of the total issued and outstanding shares of MIDDLETON SETTLEMENT LIMITED.
        

       

      B.    Buyer
        desires to pay the entire purchase consideration by delivery to the seller
        of
        shares in the publicly traded company known as Textechnologies, Inc, and
        seller
        has agreed to accept as payment of the purchase price certain common shares
        of
        Textechnologies, Inc., as more fully described herein. 

       

      C.    Seller
        wishes to sell 100 % of the issued and outstanding common stock of MIDDLETON
        SETTLEMENT LIMITED to Purchaser, and Purchaser wishes to purchase 100% of
        the
        common stock of MIDDLETON SETTLEMENT LIMITED from Seller, according to the
        terms
        and conditions of this Agreement.

       

      Agreement

       

      In
        consideration of the premises and of the mutual covenants contained in this
        Agreement, the Parties agree as follows: 

       

      1.    Purchase
        of Stock of
        MIDDLETON SETTLEMENT LIMITED 

       

      1.1    Purchase
        and
        Sale.
        Subject
        to the terms and conditions of this Agreement, Seller agrees to sell to
        Purchaser, and Purchaser agrees to purchase from Seller, all of the common
        stock
        of MIDDLETON SETTLEMENT LIMITED, a UK company, owned and controlled by seller
        as
        of date hereof. 

       

      1.2    Purchase
        Price.
        The
        Purchase Price for the MIDDLETON SETTLEMENT Stock shall be $250,000 (Two
        Hundred
        Fifty Thousand) dollars US, the “Purchase Price”. 

      1.3    Closing.
        The
        purchase and sale of the stock of MIDDLETON SETTLEMENT LIMITED shall be
        consummated in the manner described in this Section 1.3. Closing shall occur
        on
        or before December 1st,
        2006
“Closing Date”). All parties agree that all representations, covenants and
        warranties set fourth herein shall be true and correct as of the Closing
        Date,
        and same shall be a condition to Closing. At Closing, the following shall
        occur:

       

      (a)    Purchaser
        shall deliver to seller registered in Seller’s name one lump sum payment of
        $250,000. 

       

      (b)    Upon
        receipt of the consideration specified in paragraph 1.2, Seller shall deliver
        to
        the Purchaser:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (i)    a
        stock
        certificate or certificates representing 100 % of the issued and outstanding
        common stock of MIDDLETON SETTLEMENT, together with Seller’s signature, which
        signature shall be guaranteed by an eligible guarantor institution with
        membership in an approved signature guaranty medallion program pursuant to
        Securities and Exchange Commission Rule 17A8-15 if so requested by the
        Purchaser, together with all Company’s kits including, and all documents
        relating to the Company.

      


      (ii)           
        A
        certificate Good Standing confirming that MIDDLETON SETTLEMENT is incorporated
        and in good standing as of the closing date.

       

      (iii)         
        All
        Books
        and Records of the Company including but not limited to: By-laws, Articles
        of
        Incorporation (amendments, if any) and Minute Book.

       

      (iv)         
        A
        certificate from all officers of MIDDLETON SETTLEMENT acknowledging that
        the
        representations and warranties of the Company set forth herein are true and
        correct as of the Closing.

       

      2.    Representations
        0f
        Seller.
        Seller
        represents, warrants and agrees to and with Purchaser as follows as of the
        Effective Date and as of the date (the “Closing Date”) on which the purchase and
        sale of the Shares is consummated:

       

      (a)    Seller
        is
        the sole beneficial, legal, and record owner of the MIDDLETON SETTLEMENT
        LIMITED
        Shares, and has good and marketable title to the Shares;

       

      (b)    Seller
        has full power, authority, and legal right to sell the Shares; 

       

      (c)    There
        are
        no charges, claims, liens, pledges, or other encumbrances on the
        Shares;

       

      (d)    This
        Agreement constitutes a legal and binding obligation of the Seller, and is
        valid
        and enforceable against the Seller and Seller’s successors in accordance with
        its terms; 

       

      (e)    Other
        than applicable securities laws, there are no restrictions on Seller’s right or
        ability to sell the Shares to Purchaser;

       

      (f)    The
        Shares are registrable in the name of the Purchaser;

       

      (g)    The
        Seller has full power, authority, and legal right to sell the Shares to the
        Purchaser pursuant to the terms of this Agreement;

       

      (h)    The
        execution, delivery and performance of this Agreement by the Seller does
        not
        require the consent or approval of any other person, entity or governmental
        agency. This Agreement has been duly executed and delivered by Seller and
        constitutes a legal, valid and binding obligations of Seller, enforceable
        against Seller in accordance with its terms and not in violation of any other
        agreements, instruments, order or judgment by which Seller is bound or subject.
        The Seller has the full right, power and authority to enter into this Agreement,
        to consummate the transactions contemplated hereby and to perform its
        obligations under this Agreement, and has taken all necessary action to
        authorize such execution, delivery and performance. Seller has duly executed
        and
        delivered this Agreement, which is a legal, valid and binding obligation
        of
        Seller, enforceable against Seller in accordance with its terms, except as
        such
        enforceability may be limited by applicable bankruptcy, insolvency and similar
        laws relating to creditors’ rights generally and by general principles of equity
        (regardless of whether such enforceability is considered in a proceeding
        in
        equity or at law) 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

      

      (i)    The
        execution and delivery of this Agreement and the performance of the obligations
        imposed on Seller hereunder will not result in a violation of any order,
        decree
        or judgment of any court or governmental agency having jurisdiction over
        Seller
        or Seller's properties, will not conflict with constitute a default under,
        or
        result in the breach of, any contract, agreement or other instrument to which
        Seller is a party or is otherwise bound and no consent, authorization or
        order
        of, or filing or registration with, any court or governmental agency is required
        for the execution, delivery and performance of this Agreement by
        Seller;

       

      (j)    There
        is
        no litigation or proceeding pending or, to the best knowledge of Seller,
        threatened, against Seller, which would have an effect on the validity or
        performance of this Agreement;

      


      (k)    There
        are
        no restrictions on the transfer of the Shares to Purchaser and Purchaser
        is
        entitled to have the Shares registered in its name;

      


      (l)    Upon
        delivery
        of the Shares and payment of the consideration therefor pursuant to this
        Agreement, title to such securities, free and clear of all liens, encumbrances
        and pledges (except for restrictions on transferability under the Act), will
        pass to the Purchaser. The delivery of the Shares to the Purchaser pursuant
        to
        this Agreement will transfer legal and valid title thereto, free and clear
        of
        all liens, claims, charges and other encumbrances and other than as set forth
        herein, subject to no condition to, or restriction on, the ability of the
        holder
        thereof to sell, assign or otherwise transfer such securities, whether set
        forth
        in such security or arising under contract or by operation of law, except
        for
        restrictions on transferability under the Act and any applicable state
        securities laws;

       

      (m)    Seller
        shall take all action necessary, as the Purchaser shall request, to cause
        the
        Company and/or its transfer agent to have the Purchaser registered as the
        holder
        of record of such securities at no cost to the Purchaser; 

       

      (n)    The
        Shares are not subject to any right of first refusal or other similar right
        in
        favor of any person;

      


      (o)    Seller
        is
        a director, officer, and major stockholder of the Company; and

       

      3.    Representations
        0f
        Purchaser.
        Purchaser hereby represents, warrants, and agrees to and with Seller as
        follows:

       

      (a)    Purchaser
        has full power, authority, and legal right to purchase the Shares from Seller,
        and the execution of this Agreement by Purchaser does not require the consent
        of, or notice to, any party not previously obtained or given; 

       

      (b)    This
        Agreement constitutes a legal and binding obligation of the Purchaser, and
        is
        valid and enforceable against Purchaser and Purchaser’s successors in accordance
        with its terms;

       

      (c)    Investment
        Representations.

      


      (i)    Seller
        acknowledges being informed that the Company’s common stock is being received as
        part of the purchase consideration and delivered at closing to Purchaser
        is not
        registered under the Securities Act of 1933;

      


      (ii)         
        Seller
        has not obtained any representative to review or evaluate its purchase of
        common
        stock in the Company and, by reason of Purchaser’s knowledge and experience in
        financial and business matters in general, Purchaser is capable of evaluating
        the merits and risks of this transaction; seller has been afforded the
        opportunity to have his financial and or legal advisor review or evaluate
        the
        merits of the transaction herein contemplated. 

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

      

      (iii)        
        Seller
        has examined this Agreement and has been given access to all underlying
        documents related to this transaction, or will be on or before the Closing
        date,
        and is (or will be) satisfied that it has received such information as Purchaser
        deems necessary or appropriate as a prudent and knowledgeable investor to
        verify
        the accuracy of such information and to evaluate the merits and risks of
        buying
        common stock in the Company. Purchaser has carefully evaluated its financial
        resources, investment condition and the risks attendant upon this investment,
        and acknowledges that it is able to bear the economic risks of this
        investment;

      


      (iv)       
        Seller
        realizes that neither the Securities and Exchange Commission nor the securities
        regulatory body of any country or state has received, considered or passed
        upon
        the accuracy or adequacy of the information and representations made in this
        Agreement;

      


      (v)         
        At
        the
        time of this Agreement or on or before the Closing, seller reviewed the economic
        consequences of this Agreement, was afforded access to the books and records
        of
        the Company (including but not limited to corporate minute book and filings
        with
        the U.S. Securities and Exchange Commission), conducted an independent
        investigation of the business of the Company, and was fully familiar with
        the
        financial affairs of the Company. Seller has had the opportunity to discuss
        the
        sale of the Shares with Purchaser and the Company, and seller has obtained
        or
        been given access to all information concerning, including information
        concerning the Closing, that seller has requested; 

      


      (vii)       
        Seller
        confirms that it has such knowledge and experience in financial and business
        matters that it is capable of evaluating the merits and risks of an investment
        in the Company and of making an informed investment decision. Seller understands
        the term "accredited investor" as used in Regulation D promulgated under
        the
        United States Securities Act of 1933 and represents and warrants to the
        purchaser  
        Textechnologies, Inc. that seller is an "accredited investor" for purposes
        of
        acquiring the Common Stock purchased by it hereunder;

      


      (viii)      
        Seller
        acknowledges being informed and agrees that certificates for Company common
        stock issued to it are subject to the provisions of securities Regulations
        and

      (viv)      
        Both
        parties hereby acknowledge that this is not an arms length transaction per
        se as
        Seller is the largest bloc shareholder of Textechnologies, Inc., though both
        acknowledge that the consideration given is both adequate and fair given
        current
        market evaluations of the company. 

       

      (d)    Previous Agreements.
        Neither
        then execution, delivery, nor performance of this Agreement shall conflict
        with
        or result in the breach of any material term, condition, provision of or
        constitute a default under any material agreement, contract instrument or
        lease
        to which Purchaser is a party or by which Purchaser is bound. 

       

      (e)    Seller
        understands that the Shares and the transfer of Shares pursuant to this
        Agreement have not been registered under federal or state securities laws
        and
        the Shares are “restricted” securities as defined in Rule 144 under the
        Securities Act of 1933, as amended (the “Act”). Purchaser understands that the
        sale, offer for sale, transfer, pledge or hypothecation of the Shares may
        only
        be accomplished if there is an effective registration statement covering
        that
        transaction (under applicable U.S. federal and state securities laws) or
        if the
        transaction is exempt from registration (under all U.S. federal and state
        securities laws)

       

      
        
          
          

        

        
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      (f)    Purchaser
        understands that until Closing, Seller shall continue as a director, officer,
        and major stockholder of MIDDLETON SETTLEMENT LIMITED, and shall operate
        the
        business in the ordinary course of business. 

       

      4.    Representations
        of the
        Company. 

      


      4.1    Due
        Organization and
        Qualification; Subsidiaries; Due Authorization.
         The
        Company is a corporation duly incorporated, validly existing and in good
        standing under the laws of its jurisdiction of formation, with full corporate
        power and authority to own, lease and operate its respective business and
        properties and to carry on its respective business in the places and in the
        manner as presently conducted. The Company is in good standing as a foreign
        corporation in each jurisdiction in which the properties owned, leased or
        operated, or the business conducted, by it requires such qualification. The
        undersigned signatory executing this Agreement on behalf of the Company is
        the
        President of the Company and has full authority to execute this Agreement
        on
        behalf of the Company. The Board of Directors of the Company have approved
        the
        transactions contemplated by this Agreement. 

       

      (a)    The
        Company does not own, directly or indirectly, any capital stock, equity or
        interest in any corporation, firm, partnership, joint venture or other
        entity.

       

      (b)    The
        Company has all requisite corporate power and authority to execute and deliver
        this Agreement, and to consummate the transactions contemplated hereby and
        thereby. The Company has taken all corporate action necessary for the execution
        and delivery of this Agreement and the consummation of the transactions
        contemplated hereby, and this Agreement constitutes the valid and binding
        obligation of the Company, enforceable against the Company in accordance
        with
        its respective terms, except as may be affected by bankruptcy, insolvency,
        moratoria or other similar laws affecting the enforcement of creditors’ rights
        generally and subject to the qualification that the availability of equitable
        remedies is subject to the discretion of the court before which any proceeding
        therefore may be brought.

       

      4.2    No
        Conflicts or
        Defaults.
        The
        execution and delivery of this Agreement by the Company and the consummation
        of
        the transactions contemplated hereby do not and shall not (a) contravene
        the
        Certificate of Incorporation or By-laws of the Company or (b) with or without
        the giving of notice or the passage of time (i) violate, conflict with, or
        result in a breach of, or a default or loss of rights under, any covenant,
        agreement, mortgage, indenture, lease, instrument, permit or license to which
        the Company is a party or by which the Company is bound, or any judgment,
        order
        or decree, or any law, rule or regulation to which the Company is subject,
        (ii)
        result in the creation of, or give any party the right to create, any lien,
        charge, encumbrance or any other right or adverse interest (“Liens”) upon any of
        the assets of the Company, (iii) terminate or give any party the right to
        terminate, amend, abandon or refuse to perform, any agreement, arrangement
        or
        commitment to which the Company is a party or by which the Company’s assets are
        bound, or (iv) accelerate or modify, or give any party the right to accelerate
        or modify, the time within which, or the terms under which, the Company is
        to
        perform any duties or obligations or receive any rights or benefits under
        any
        agreement, arrangement or commitment to which it is a party.

       

      4.3    Financial
        Statements.
        The
        Company shall provided seller financial information, including copies of
        the
        balance sheets of the Company at 2002, 2003, and 2004 the related statements
        of
        operations and stockholders’ cash flows for the fiscal years then ended,
        including the notes thereto, as audited by the Company, chartered accountants,
        and the balance sheet of the Company (all such statements being referred
        to
        collectively as the “Financial Statements”). The Financial Statements, together
        with the notes thereto, have been prepared in accordance with U.S. generally
        accepted accounting principles applied on a basis consistent throughout all
        periods presented. These statements present fairly the financial position
        of the
        Company as of the dates and for the periods indicated. The books of account
        and
        other financial records of the Company have been maintained in accordance
        with
        good business practices. The Company is aware of no facts or circumstance,
        not
        disclosed in the Company’s SEC Reports or hereby which adversely affects the
        Company assets or affects the financial condition of the Company.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

      4.4    Indebtedness;
        Contracts; No
        Defaults.
        The
        Company has no instruments, agreements, indentures, mortgages, guarantees,
        notes, commitments, accommodations, letters of credit or other arrangements
        or
        understandings, whether written or oral, to which the Company is a party
        that
        are currently in default or past due.

       

      (a)    Neither
        the Company, nor any other person or entity is in breach or in default under
        any
        contract, agreement, arrangement, commitment or plan 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, passage of time or otherwise, would constitute
        or
        result in such a breach or default by the Company or any other person or
        entity.
        The Company has not received any notice of default under any contract,
        agreement, arrangement, commitment or plan to which it is a party.

       

      (i)    any
        agreement of any nature including but not limited to: any employment or
        consulting agreement, contract or commitment, with any employee or individual
        consultation or salesperson or consulting or sales agreement, contract or
        commitment with a firm or other organization; any agreement or plan, including,
        without limitation, any stock option plans, stock appreciation rights plan
        or
        stock purchase plan, any of the benefits of which will be increased, or the
        vesting of benefits of which will be accelerated, by the occurrence of any
        of
        the transactions contemplated by this Agreement or the value of any of the
        benefits of which will be calculated on the basis of any of the transactions
        contemplated by this Agreement, any agreement, contract or commitment containing
        any covenant limiting the freedom of Textechnologies, Inc. to engage in any
        line
        of business or to compete with any person; any agreement, contract or commitment
        relating to capital expenditures and involving future payments; any agreement,
        contract or commitment relating to the disposition or acquisition of assets
        or
        any interest in any business enterprise any dealer, distribution, joint
        marketing or development agreement; or any other agreement, contract or
        commitment.

      


      (ii)   any
        fidelity or surety bond or completion bond;

      


      (iii)         
        any
        lease
        of personal property;

      


      (iv)         
        any
        mortgages, indentures, loans or credit agreements, security agreements or
        other
        agreements or instruments relating to the borrowing of money or extension
        of
        credit;

      


      (v)          
        any
        purchase order or contract for the purchase of materials; and

      


      (vi)         
        any
        construction contracts.

      


      4.5    Real
        Property.
        The
        Company currently is leasing it’s space and in negotiations with the Landlord
        for possible purchase of the property outright.

       

      4.6    Compliance
        with
        Law.
        The
        Company is not conducting its respective business or affairs in violation
        of any
        applicable federal, state or local law, ordinance, rule, regulation, court
        or
        administrative order, decree or process, or any requirement of insurance
        carriers. The Company has not received any notice of violation or claimed
        violation of any such law, ordinance, rule, regulation, order, decree, process
        or requirement. 

       

      
        
          
          

        

        
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      (a)    The
        Company is in compliance with all applicable federal, state, and local laws
        and
        regulations relating to the protection of the environment and human health.
        There are no claims, notices, actions, suits, hearings, investigations,
        inquiries or proceedings pending or, to the knowledge of the Company, threatened
        against the Company that are based on or related to any environmental matters
        or
        the failure to have any required environmental permits, and there are no
        past or
        present conditions that the Company has reason to believe are likely to give
        rise to any liability or other obligations of the Company under any
        environmental laws.

       

      4.7    Permits
        and
        Licenses.
        The
        Company is current in all certificates of occupancy, rights, permits,
        certificates, licenses, franchises, approvals and other authorizations as
        are
        reasonably necessary to conduct its respective business and to own, lease,
        use,
        operate and occupy its assets, at the places and in the manner now conducted
        and
        operated. The Company has not received any written or oral notice or claim
        pertaining to the failure to obtain any permit, certificate, license, approval
        or other authorization required by any federal, state or local agency or
        other
        regulatory body.

       

      4.8    Litigation.
        There
        is no claim, dispute, action, suit, proceeding or investigation pending or,
        to
        the knowledge of the Company, threatened, against or affecting the business
        of
        the Company, or challenging the validity or propriety of the transactions
        contemplated by this Agreement, at law or in equity or admiralty or before
        any
        federal, state, local, foreign or other governmental authority, board, agency,
        commission or instrumentality, nor to the knowledge of Middleton Settlement
        has
        any such claim, dispute, action, suit, proceeding or investigation been pending
        or threatened, during the 12 month period preceding the date hereof; (b)
        there
        is no outstanding judgment, order, writ, ruling, injunction, stipulation
        or
        decree of any court, arbitrator or federal, state, local, foreign or other
        governmental authority, board, agency, commission or instrumentality, against
        or
        affecting the business of Middleton Settlement and that it has not received
        any
        written or verbal inquiry from any federal, state, local, foreign or other
        governmental authority, board, agency, commission or instrumentality concerning
        the possible violation of any law, rule or regulation or any matter disclosed
        in
        respect of its business.

       

      4.9    Certificate
        of Incorporation
        and By-laws; Minute Books.
        The
        copies of the Certificate of Incorporation and By-laws (or similar governing
        documents) of Middleton Settlement and all amendments to each are true, correct
        and complete. The minute books of Middleton Settlement contains true and
        complete records of all meetings and consents in lieu of meetings of their
        respective Board of Directors (and any committees thereof), or similar governing
        bodies, since the time of their respective organization. To the best of the
        directors knowledge, the stock books of Textechnologies, Inc. are true, correct
        and complete. 

       

      4.10         
        Patents;
        Trademarks and Intellectual Property Rights. Textechnologies, Inc. does not
        own
        or possesses any patents, trademarks, service marks, trade names, copyrights,
        trade secrets, licenses, information, Internet web site(s) or proprietary
        rights
        of any nature, nor to Textechnologies, Inc. knowledge is Textechnologies,
        Inc.
        in violation of other’s patents, trademarks, service marks, trade names,
        copyrights, trade secrets, licenses, information, Internet web site(s) or
        proprietary rights of any nature..

       

      4.11         
        Trading.
        Textechnologies, Inc. Common Stock is currently listed for trading on the
        OTC
        Pink Sheets (the “Bulletin Board”), and Textechnologies, Inc. has received no
        notice that its Common Stock is subject to being delisted therefrom. To the
        knowledge of Textechnologies, Inc. there is no action, inquiry or investigation
        pending or threatened against Textechnologies, Inc. by Nasdaq, the NASD or
        the
        SEC.

       

      4.12         
        Consents. 
        No consent, waiver,
        approval, order or authorization of, or registration, declaration or filing
        with, any court, administrative agency or commission or other federal, state,
        county, local or other foreign governmental authority, instrumentality, agency
        or commission (“Governmental
        Entity”)
        is
        required by or with respect to Middleton Settlement in connection with the
        execution and delivery of this Agreement and any Related Agreements to which
        the
        Company is a party or the consummation of the transactions contemplated hereby
        and thereby, except for such consents, waivers, approvals, orders,
        authorizations, registrations, declarations and filings as may be required
        under
        applicable securities laws. 

      


      
        
          
          

        

        
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      4.20    Employees.
        All
        employees of Middleton Settlement Limited shall continue to be employed by
        Middleton Settlement Limited who shall continue to be their employer , the
        employees of Middleton Settlement shall not become employees of Textechnologies,
        Inc. 

      


      4.21    SEC
        Filings; Financial
        Statements. 
        Textechnologies, Inc. has filed all forms, reports and documents required
        to be
        filed with the SEC (collectively, the “Textechnologies, Inc. SEC
        Reports”).
        The
        Textechnologies, Inc. SEC Reports (i) at the time they were filed, complied
        as to form in all respects with the requirements of the Securities Act or
        the
        Exchange Act, as the case may be, and (ii) did not at the time they were
        filed (or if amended or superseded by a filing prior to the date of this
        Agreement, then on the date of such filing) contain any untrue statement
        of fact
        or omit to state a fact require to be stated therein or necessary in order
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading. Except to the extent set forth in the preceding sentence,
        Textechnologies, Inc. makes no representation or warranty whatsoever concerning
        the Textechnologies, Inc. SEC Reports as of any time other than the time
        they
        were filed. 

      


        4.22    No
        Changes. 
        In the past 30 calendar days at Middleton Settlement there have not been,
        occurred or arisen any:

       

      (a)    amendments
        or changes to the Certificate of Incorporation or Bylaws

       

      (b)    capital
        expenditure or commitment

       

      (c)    destruction
        of, damage to or loss of any assets, business or customer (whether or not
        covered by insurance);

       

      (d)    labor
        trouble or claim of wrongful discharge or other unlawful labor
        practice

       

      (e)    change
        in
        accounting methods or practices (including any change in depreciation or
        amortization policies or rates) 

       

      (f)    revaluation
        of any assets;

       

      (g)    declaration,
        setting aside or payment of a dividend or other distribution with respect
        to the
        capital stock or any direct or indirect redemption, purchase or other
        acquisition of its capital stock

       

      (h)    increase
        in the salary or other compensation whether cash or equity-based, payable
        or to
        become payable to any of the officers, directors, employees or advisors or
        the
        declaration, payment or commitment or obligation of any kind for the payment,
        of
        a bonus or other salary or compensation to any such person; 

       

      (i)    increase,
        or announcement of any increase, in the wages, salaries, compensation, bonuses,
        incentives, pension, or other benefits payable to any of employees, consultants,
        or directors;

       

      (j)    Loans
        to
        any person or entity, of any indebtedness, of any indebtedness, issuance
        or sale
        of any debt or guaranteeing of any debt securities of others;

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

         

      

      (k)    waiver
        or
        release of any right or claim of including any write-off or other compromise
        of
        any account receivable ;

       

      (l)    the
        commencement or notice or threat or reasonable basis therefor of any lawsuit;
        

       

      (m)   issuance
        or sale, or contract to issue or sell of any shares of the capital stock
        or any
        or securities exchangeable, convertible or exercisable therefor, or any
        securities, warrants, options or rights to purchase any of the
        foregoing;


       

      (n)    event
        or
        condition of any character that has had or is reasonably likely to have an
        adverse effect upon this transaction; 

       

      (o)    transaction
        outside of the ordinary course of business.

       

      (p)    negotiation
        or agreement or any officer or employee thereof to do any of the things
        described in the preceding clauses (a) through (o). 

       

      4.23    Minute
        Books. 
        The minutes of Middleton Settlement (to be delivered to counsel for the
        Purchaser on or before the Closing Date) are the only minutes of Middleton
        Settlement and contain a reasonably accurate summary of all meetings of the
        Board of Directors (or committees thereof) of Middleton Settlement and their
        respective shareholders or actions by written consent since the time of
        incorporation. 

       

      4.24    Environmental
        Matters. 
        

      


      (a)    Hazardous
        Material.
        Middleton Settlement has never: (i) operated any underground storage tanks
        at any properties at any time owned, operated, occupied or leased;

       

      (b)    Hazardous
        Materials
        Activities.
        The
        Company has never transported, stored, used, manufactured, disposed of, released
        or exposed its employees or others to engaged in any Hazardous Materials
        in
        violation of any law in effect on or before the Effective Time, nor has either
        of them disposed of, transported, sold, or manufactured any product containing
        a
        Hazardous Material (any or all of the foregoing being collectively referred
        to
        as “Hazardous Materials Activities”). Activities in violation of any rule,
        regulation, treaty or statute promulgated by any Governmental Entity in effect
        prior to or as of the date hereof to prohibit, regulate or control Hazardous
        Materials or any Hazardous Material Activity.

       

      (c)    Environmental
        Liabilities.
        No
        action, proceeding, revocation proceeding, amendment procedure, writ, injunction
        or claim is pending, or to the knowledge of the Company, threatened concerning
        any Environmental Permit, Hazardous Material or any Hazardous Materials Activity
        of the Company. The Company has no knowledge of any fact or circumstance
        which
        could reasonably be expected to involve the Company in any environmental
        litigation or impose upon the Company any environmental liability.

       

      4.25    Compliance
        with
        Laws. 
        The Company has not received any notices of violation with respect to, has
        complied with, and is not in violation of, and any foreign, federal, state
        or
        local statute, law or regulation. 

       

      4.26    Warranties;
        Indemnities. 
        The Company has not given any warranties or indemnities relating to products
        or
        technology sold or licensed or services rendered by the Company.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

      4.27    Compliance.
        The
        Company has complied with all laws, regulations and orders applicable to
        its
        present and proposed business and has all permits, variances, orders, approvals,
        and licenses required thereby. There is no term or provision of any mortgage,
        indenture, contract, agreement or instrument to which the Company is a party
        or
        by which it is bound or of any provision of any existing state or federal
        judgment, decree, order, statute, rule or regulation applicable to or binding
        upon the Company, that would reasonably cause an adverse effect on the Company
        or affect this Agreement, or, so far as the Company may now reasonably foresee,
        in the future is reasonably likely to cause an adverse effect on the Company.
        None of the Shareholders of the Company nor any employee of the Company is
        in
        violation of any term of any contract or covenant (either with the Company
        or
        with another entity) relating to employment, patents, proprietary information
        disclosure, non competition or non-solicitation.

      


      5.     
        Additional
        Covenants.

       

      5.1    Brokerage
        Commissions and
        Finders’ Fees.
        There
        are no brokerage commissions or finders fees payable as a result of the
        transaction.

       

      5.2    Conduct
        of
        The
        Company. 
        During the period from the date of this Agreement and continuing until the
        Closing Date, the Company, agrees to carry on its business in the usual,
        regular
        and ordinary course in substantially the same manner as heretofore conducted,
        to
        pay the debts and Taxes of the Company when due, to pay or perform other
        obligations when due, and, to the extent consistent with such business, use
        its
        commercially reasonable efforts consistent with past practice and policies
        to
        preserve intact the present business organizations of the Company, all with
        the
        understanding that the Company must eliminate all liabilities of the Company
        prior to the Closing Date. The Company shall promptly notify the Purchaser
        of
        any event or occurrence or emergency not in the ordinary course of business
        of
        the Company and any material event involving the Company.

       

      5.3    The
        Company shall not, without the prior written consent of its board of directors
        and if required by law of its majority shareholders:

      


      (a)    declare,
        set aside or pay any dividends on or make any other distributions (whether
        in
        cash, stock or property) in respect of any of its capital stock, or split,
        combine or reclassify any of its capital stock or issue or authorize the
        issuance of any other securities in respect of, in lieu of or in substitution
        for shares of capital stock of the Company, or repurchase, redeem or otherwise
        acquire, directly or indirectly, any shares of the capital stock of the Company
        (or options, warrants or other rights exercisable therefor) except for
        repurchases of shares of the Company’s Common Stock from employees of the
        Company, as the case may be, in connection with the termination of their
        employment;

       

      (b)    issue,
        grant, deliver or sell or authorize or propose the issuance, grant, delivery
        or
        sale of, or purchase or propose the purchase of, any shares of the Company
        capital stock or securities convertible into, or subscriptions, rights, warrants
        or options to acquire, or other agreements or commitments of any character
        obligating Middleton Settlement to issue or purchase any such shares or other
        convertible securities, or accelerate the vesting of any stock options, except
        for the issuance of shares of the Company’s Common Stock upon the exercise or
        conversion of those options, warrants or other rights, or convertible securities
        that are outstanding on the date hereof;

       

      (c)    cause
        or
        permit any amendments to the Articles of Incorporation or Bylaws of the
        Company;

       

      (d)    acquire
        or agree to acquire by merging or consolidating with, or by purchasing any
        assets or equity securities of, or by any other manner, any business or any
        corporation, partnership, association or other business organization or division
        thereof;

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      (e)    sell,
        lease, license or otherwise dispose of any of its properties or
        assets;

       

      (f)    incur
        any
        indebtedness for borrowed money or guarantee any such indebtedness or issue
        or
        sell any debt securities or guarantee any debt securities;

       

      (g)    grant
        any
        loans to others or purchase debt securities of others or amend the terms
        of any
        outstanding loan agreement;

       

      (h)    grant
        any
        severance or termination pay to any director, officer, employee, or service
        provider of the Company;

       

      (i)    adopt
        any
        employee benefit plan, or enter into any employment contract, pay or agree
        to
        pay any special bonus or special remuneration to any director or employee,
        or
        increase the salaries or wage rates of its employees;

       

      (j)    revalue
        any of its assets, including without limitation writing down the value of
        inventory or writing off notes or accounts receivable other than in the ordinary
        course of business;

       

      (k)    make
        or
        change any election in respect of Taxes, adopt or change any accounting method
        in respect of Taxes, enter into any closing agreement, settle any claim or
        assessment in respect of Taxes, or consent to any extension or waiver of
        the
        limitation period applicable to any claim or assessment in respect of
        Taxes;

       

      (l)    accelerate
        the vesting schedule of any of the outstanding stock options of the
        Company;

       

      (m)    take,
        or
        agree in writing or otherwise to take, any of the actions described in
        sub-Sections (a) through (l) above, or any other action that would prevent
        the Company from performing or cause the Company not to perform its covenants
        hereunder, or any other action not in the ordinary course of the business
        or
        inconsistent with past practice of the Company.

       

        5.4    Termination
        of
        Agreements. 
        The Company shall terminate, or cause to be terminated, prior to the Closing
        Date, all agreements between the Company and any person (other than
        non-disclosure, confidentiality, invention agreements, and any other agreements
        entered into as expressly contemplated and provided for by this Agreement).
        There are no subsidiaries of the Company.

       

      5.5    Expenses.
        Each
        respective Party will pay all expenses and fees of their respective legal
        counsel, accountants, and other agents and advisers incurred pursuant to
        this
        Agreement regardless of whether the transactions contemplated in this Agreement
        are consummated.

       

      6.     Miscellaneous.

       

      6.1    Entire
        Agreement.
        This
        Agreement constitutes the entire agreement between the Parties with respect
        to
        the subject matter hereof and the parties acknowledge that the contemplated
        transactions constitute related party transactions due to common share
        ownerships in the purchaser ,the seller and the company and the company agrees
        to disclose the transaction as a related party transaction and accounting
        of the
        transaction shall reflect the related party nature thereof. 

       

      6.2    Notice.
        All
        notices, requests, demands, directions and other communications (“Notices”)
        provided for in this Agreement shall be in writing and shall be mailed or
        delivered personally or sent by telecopier or facsimile to the applicable
        Party
        at the address of such Party set forth below in this Section 6.2. When mailed,
        each such Notice shall be sent by first class, certified mail, return receipt
        requested, enclosed in a postage prepaid wrapper, and shall be effective
        on the
        third business day after it has been deposited in the mail. When delivered
        personally, each such Notice shall be effective when delivered to the address
        for the respective Party set forth in this Section 6.2. When sent by Telecopier
        or facsimile, each such Notice shall be effective on the first business day
        on
        which or after which it is sent. Each such Notice shall be addressed to the
        Party to be notified as shown below:

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Purchaser: Textechnologies,
        Inc. 

      Attention
        Peter Maddocks,

      Chief
        Executive Officer

      Fax.:
        (44) 0207-822-2211 

      


       

      Seller: 
        Charms
        Investments Limited

      c/o
        T F C
        Secretarial Services,

      Grettton
        House, Grand Turks,

      Turks
        and
        Caicos Islands, B.W.I.

      Fax:
        (44)
        0207 000 1381

       

      Either
        Party may change his or its respective address for purposes of this Section
        

       

      6.2
        by
        giving the other Party notice of the new address in the manner set forth
        above.

       

      6.3    Severability.
        Whenever possible, each provision of this Agreement shall be interpreted
        in such
        a manner as to be effective and valid under applicable law, and if any provision
        of this Agreement shall be or become prohibited or invalid in whole or in
        part
        for any reason whatsoever, that provision shall be ineffective only to the
        extent of such prohibition or invalidity without invalidating the remaining
        portion of that provision or the remaining provisions of this
        Agreement.

       

      6.4    Non-Waiver.
        The
        waiver of any Party of a breach or a violation of any provision of this
        Agreement shall not operate or be construed as a waiver of any subsequent
        breach
        or violation of any provision of this Agreement.

       

      6.5    Amendment.
        No
        amendment or modification of this Agreement shall be deemed effective unless
        and
        until it has been executed in writing by the Parties to this Agreement. No
        term
        or condition of this Agreement shall be deemed to have been waived, nor shall
        there by any estoppel to enforce any provision of this Agreement, except
        by a
        written instrument that has been executed by the Party charged with such
        waiver
        or estoppel.

       

      6.6    Inurement.
        This
        Agreement shall be binding upon all of the Parties, and it shall benefit,
        respectively, each of the Parties, and their respective successors and assigns.
        This Agreement shall not be assignable by any Party. There are no third party
        beneficiaries to this Agreement.

       

      6.7    Headings.
        The
        headings to this Agreement are for convenience only; they form no part of
        this
        Agreement and shall not affect its interpretation.

       

      6.8    Counterparts.
        This
        Agreement may be executed in one or more counterparts, all of which taken
        together shall constitute a single instrument.

       

      6.9    Survival
        of Representations
        and Warranties.
        Each
        covenant, agreement, representation, warranty of the Parties under this
        Agreement and their obligations hereunder shall survive for two years the
        execution of this Agreement.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

      

      6.10    Arbitration.
        Any
        controversy arising out of, connected to, or relating to any matters herein
        of
        the transactions between Seller, the Company, or Purchaser (including for
        purposes of arbitration, affiliates, professional advisors, accountants,
        attorneys, or agents of the Purchaser, the Company, and/or Seller, on behalf
        of
        the undersigned, or this Agreement, or the breach thereof, including, but
        not
        limited to any claims of violations of United States law or statute shall
        be
        settled by arbitration. In the event of such a dispute, each party to the
        conflict shall select an arbitrator, both of whom shall select a third
        arbitrator, which shall constitute the three-person arbitration board. The
        decision of a majority of the board of arbitrators, who shall render their
        decision within thirty (30) days of appointment of the final arbitrator,
        shall
        be binding upon the parties. 

      


      IN
        WITNESS WHEREOF, this Agreement is executed on the dates set forth below
        to be
        effective as of the Effective Date.

       

      PURCHASER:

      


      
        	 	____________________________________________ 
	 	Signature 
	 	 
	Date:
                ____________________________________ 	By:
                Textechnologies
                Inc                                                                           
	 	Title: Peter Maddocks, Director  


      

       

      SELLER:

       

      
        	 	____________________________________________  
	 	Signature 
	 	 
	Date:
                ____________________________________ 	By:
                Charms Investments
                Limited                                                            
                
	 	Title: Clinton Greyling,
                Director  


      

       

       

      13