ex102.htm


    EXHIBIT
      10.2

     

    STOCK
      PURCHASE AGREEMENT

     

     

    This
      Stock Purchase Agreement (“Agreement”) is made and entered into as of
      January 24, 2008 by and between Sunovia Energy Technologies, Inc., a Nevada
      corporation (“SETI”), and EPIR Technologies, Inc., an Illinois
      corporation (“EPIR”).

     

    WHEREAS,
      the parties have entered into that certain Amended and Restated Research,
      Development and Supply Agreement, the effectiveness of which is contingent
      upon
      the parties executing this Agreement; and

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”) and Rule 506 of Regulation D promulgated thereunder, SETI desires to
      offer, issue and sell to EPIR (the “Offering”) 37,803,852 shares of
      SETI’s common stock (“SETI Shares”), par value $0.001 per share (the
“SETI Common Stock”) (which in no event shall exceed 10% of the SETI
      Common Stock then issued and outstanding), and EPIR desires to purchase from
      SETI the SETI Common Stock, payment in the form of two hundred two thousand
      two
      hundred (202,200) shares of EPIR’s common stock (“EPIR Shares”), par
      value [$0.001] per share (the “EPIR Common Stock”) (which in no event
      shall exceed 10% of the EPIR Common Stock then issued and
      outstanding).

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements
      contained in this Agreement, and for other good and valuable consideration
      the
      receipt and adequacy of which is hereby acknowledged, SETI and EPIR agree as
      follows:

     

    
      	
              A.  

            	
              Purchase
                and Sale

            


    

     

    (1)           
      Subject to the terms and conditions set forth in this Agreement, at the Closing
      (as defined below) SETI shall issue and sell to EPIR, and EPIR shall purchase
      from SETI, the SETI Shares set forth on the EPIR signature page to this
      Agreement.  The Closing shall take place at the offices of SETI on the
      Closing Date or at such other time as the parties may agree (the
“Closing”).  “Closing Date” means the business day on
      which all of the conditions set forth in Sections F.1 and F.2 hereof are
      satisfied or waived, or such other date as the parties may agree.

     

    (2)           At
      the Closing, EPIR shall deliver or cause to be delivered to SETI the aggregate
      purchase price for the SETI Shares, in the form of the number of EPIR Shares
      set
      forth on the EPIR signature page to this Agreement.

     

    (3)           At
      the Closing, SETI shall issue to EPIR stock certificates representing the shares
      of SETI Common Stock purchased at the Closing under this
      Agreement.  The obligations of SETI described in the foregoing
      sentence shall be a condition precedent to EPIR’s obligation to complete the
      purchase of the SETI Shares as contemplated by this Agreement.

     

    (4)           At
      the Closing, EPIR shall, subject to Section A.3, issue to SETI stock
      certificates representing the shares of EPIR Common Stock issued at the Closing
      under this Agreement.

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    (5)           Each
      party acknowledges and agrees that the purchase of shares pursuant to the
      Offering is subject to all the terms and conditions set forth in this
      Agreement.

     

    
      	
              B.  

            	
              Representations
                and Warranties of EPIR

            


    

     

    EPIR
      hereby represents and warrants to
      SETI as of the date hereof and as of the Closing Date, and agrees with SETI
      as
      follows:

     

    (1)  Own
      Account.  EPIR understands that, except as provided in Section D
      hereof, the SETI Shares are “restricted securities” and have not been registered
      under the Securities Act or any applicable state securities law and is acquiring
      the securities as principal for its own account and not with a view to or for
      distributing or reselling such securities or any part thereof in violation
      of
      the Securities Act or any applicable state securities law, has no present
      intention of distributing any of such Securities in violation of the Securities
      Act or any applicable state securities law and has no arrangement or
      understanding with any other persons regarding the distribution of such
      securities.  At the time EPIR was offered the securities, it was, and
      at the date hereof it is either: (i) an “accredited investor” as defined in Rule
      501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii)
      a
“qualified institutional buyer” as defined in Rule 144A(a) under the Securities
      Act.  By making these representations herein, EPIR is not making any
      representation or agreement to hold the Securities for any minimum or other
      specific term and reserves the right to dispose of the SETI Shares at any time
      in accordance with or pursuant to a registration statement or an available
      exemption to the registration requirements of the Securities Act.

     

    (2)  Legends.  EPIR
      acknowledges that the certificates representing the SETI Shares shall bear
      any
      legend required by the securities laws of any state and be stamped or otherwise
      imprinted with a legend substantially in the following form:

     

    
      	 	
              The
                securities represented hereby have not been registered under the
                Securities Act of 1933, as amended, or any state securities laws
                and
                neither the securities nor any interest therein may be offered, sold,
                transferred, pledged or otherwise disposed of except pursuant to
                an
                effective registration under such act or an exemption from registration,
                which, in the opinion of counsel, and in a form, reasonably satisfactory
                to this corporation, is available.

            	 


    

    


    At
      such
      time and to the extent a legend is no longer required for the SETI Shares,
      SETI
      will use its reasonable best efforts to, no later than three (3) trading days
      following the delivery by EPIR to SETI or SETI’s transfer agent of a legended
      certificate representing such SETI Shares (i) deliver or cause to be delivered
      a
      certificate representing such Shares that is free from the foregoing legend
      or
      (ii) issue such Shares to EPIR by electronic delivery at the applicable balance
      account at the depository trust of EPIR’s choice.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (3)  Organization
      and Qualification.  EPIR is an entity duly incorporated or
      otherwise organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, with the requisite power and authority to
      own
      and use its properties and assets and to carry on its business as currently
      conducted.  EPIR is not in violation or default of any of the
      provisions of its respective certificate or articles of incorporation or
      bylaws.  EPIR is duly qualified to conduct business and is in good
      standing as a foreign corporation or other entity in each jurisdiction in which
      the nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good
      standing, as the case may be, could not have or reasonably be expected to result
      in (i) a material adverse effect on the legality, validity or enforceability
      of
      the Agreement, (ii) a material adverse effect on the results of operations,
      assets, business, prospects or financial condition of EPIR, or (iii) a material
      adverse effect on EPIR’s ability to perform in any material respect on a timely
      basis its obligations under the Agreement (any of (i), (ii) or (iii), a
“Material Adverse Effect”) and no proceeding has been instituted in any
      such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit
      or curtail such power and authority or qualification.

     

    (4)  Authorization;
      Enforcement.  EPIR has the requisite corporate power and authority
      to enter into and to consummate the transactions contemplated by the Agreement
      and otherwise to carry out its obligations thereunder.  The execution
      and delivery of this Agreement by EPIR and the consummation by it of the
      transactions contemplated hereby have been duly authorized by all necessary
      action on the part of EPIR.

     

    (5)  No
      Conflicts.  The execution, delivery and performance of the
      Agreement by EPIR and the consummation by EPIR of the transactions contemplated
      hereby do not and will not: (i) conflict with or violate any provision of EPIR’s
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents, or (ii) conflict with, or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, result
      in the creation of any lien upon any of the properties or assets of EPIR, or
      give to others any rights of termination, amendment, acceleration or
      cancellation (with or without notice, lapse of time or both) of, any agreement,
      credit facility, debt or other instrument  or other understanding that
      would individually or in the aggregate be reasonably likely to have a Material
      Adverse Effect on EPIR, or (iii) conflict with or result in a violation of
      any
      law, rule, regulation, order, judgment, injunction, decree or other restriction
      of any court or governmental authority to which EPIR is subject (including
      federal and state securities laws and regulations) that would individually
      or in
      the aggregate be reasonably likely to have a Material Adverse Effect on
      EPIR.

     

    (6)  Further
      Issuances.  EPIR acknowledges that SETI will have the authority to
      issue shares of SETI Common Stock, in excess of those being issued in connection
      with the Offering, and that SETI may issue additional shares of Common Stock
      from time to time.  The issuance of additional shares of Common Stock
      may cause dilution of the existing shares of SETI Common Stock and a decrease
      in
      the market price of such existing shares.

     

    (7)  Filings,
      Consents and Approvals.  EPIR is not required to obtain any
      consent, waiver, authorization or order of, give any notice to, or make any
      filing or registration with, any court or other federal, state, local or other
      governmental authority or other person in connection with the execution,
      delivery and performance by EPIR of the Agreement.

     

    (8)  Issuance
      of the Securities.  The EPIR Shares are duly authorized and, when
      issued in accordance with the Agreement, will be duly and validly issued, fully
      paid and nonassessable, free and clear of all liens imposed by EPIR other than
      restrictions on transfer provided for in the Agreement.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (9)  Capitalization.  The
      authorized capital stock of EPIR consists of three million (3,000,000) shares
      of
      Common Stock, par value $0.001 per share.  As of January 24, 2008,
      there were 2,022,000 shares of Common Stock and no shares of preferred
      stock issued and outstanding.  As of January 24, 2008, EPIR had
      reserved (i) 500,000 shares of Common Stock for issuance to employees, directors
      and consultants pursuant to the EPIR’s Stock Incentive Plan for Employees, of
      which 75,000 shares of Common Stock are subject to outstanding, unexercised
      options as of such date, and (ii) -0- shares of Common Stock for issuance
      pursuant to other outstanding options and warrants to purchase Common
      Stock.  Other than as contemplated in this Agreement, (a) there are no
      other options, warrants, calls, rights, commitments or agreements of any
      character to which the EPIR is a party or by which either EPIR is bound or
      obligating EPIR to issue, deliver, sell, repurchase or redeem, or cause to
      be
      issued, delivered, sold, repurchased or redeemed, any shares of the capital
      stock of EPIR or obligating EPIR to grant, extend or enter into any such option,
      warrant, call, right, commitment or agreement and (b) the issuance and sale
      of
      the EPIR Shares contemplated hereby will not give rise to any preemptive rights,
      rights of first refusal or other similar rights on behalf of any
      person.

     

    (10)  Litigation.  There
      is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of EPIR, threatened against or affecting EPIR
      or
      any of its respective properties before or by any court, arbitrator,
      governmental or administrative agency or regulatory authority, which, if
      adversely determined, would individually or in the aggregate be reasonably
      likely to have a Material Adverse Effect on EPIR.

     

    (11)  Title
      to Assets.  EPIR has good and marketable title in fee simple to
      all real property owned by them that is material to the business of EPIR and
      good and marketable title in all personal property owned by them that is
      material to the business of EPIR and the subsidiaries, in each case free and
      clear of all Liens, except for Liens as do not materially affect the value
      of
      such property and do not materially interfere with the use made and proposed
      to
      be made of such property by EPIR and the subsidiaries and Liens for the payment
      of federal, state or other taxes, the payment of which is neither delinquent
      nor
      subject to penalties.  Any real property and facilities held under
      lease by EPIR and the subsidiaries are held by them under valid, subsisting
      and
      enforceable leases of which EPIR and the subsidiaries are in compliance in
      all
      material respects.

     

    (12)  Transfer
      Taxes.  On the Closing Date, all stock transfer or other taxes
      (other than income or similar taxes) which are required to be paid in connection
      with the sale and transfer of the SETI Shares to be sold to EPIR hereunder
      will
      be, or will have been, fully paid or provided for by SETI, and all laws imposing
      such taxes will be or will have been complied with.

     

    (13)  Investment
      Company.  EPIR is not an “investment company” within the meaning
      of such term under the Investment Act of 1940, as amended, and the rules and
      regulations of the SEC thereunder.

     

    
      	
              C.  

            	
              Representations
                and Warranties of SETI

            


    

     

    Except
      as set forth in the SEC Reports
      (defined below), SETI hereby makes the following representations and warranties
      to EPIR:

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (1)  Own
      Account.  SETI understands that the EPIR Shares are “restricted
      securities” and have not been registered under the Securities Act or any
      applicable state securities law and is acquiring the securities as principal
      for
      its own account and not with a view to or for distributing or reselling such
      securities or any part thereof in violation of the Securities Act or any
      applicable state securities law, has no present intention of distributing any
      of
      such Securities in violation of the Securities Act or any applicable state
      securities law and has no arrangement or understanding with any other persons
      regarding the distribution of such securities.  At the time SETI was
      offered the securities, it was, and at the date hereof it is either: (i) an
      “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or
      (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as
      defined in Rule 144A(a) under the Securities Act.  By making these
      representations herein, SETI is not making any representation or agreement
      to
      hold the Securities for any minimum or other specific term and reserves the
      right to dispose of the Securities at any time in accordance with or pursuant
      to
      a registration statement or an available exemption to the registration
      requirements of the Securities Act.

     

    (2)  Legends.  SETI
      acknowledges that the certificates representing the EPIR Shares shall bear
      any
      legend required by the securities laws of any state and be stamped or otherwise
      imprinted with a legend substantially in the following form:

    
       

      
        	 	
                The
                  securities represented hereby have not been
                  registered under the Securities Act of 1933, as amended, or any
                  state
                  securities laws and neither the securities nor any interest therein
                  may be
                  offered, sold, transferred, pledged or otherwise disposed of except
                  pursuant to an effective registration under such act or an exemption
                  from
                  registration, which, in the opinion of counsel, and in a form,
                  reasonably
                  satisfactory to this corporation, is available.

              	 


      

       

    

    (3)  Organization
      and Qualification.  SETI is an entity duly incorporated or
      otherwise organized, validly existing and in good standing under the laws of
      the
      jurisdiction of its incorporation, with the requisite power and authority to
      own
      and use its properties and assets and to carry on its business as currently
      conducted.  SETI is not in violation or default of any of the
      provisions of its respective certificate or articles of incorporation or
      bylaws.  SETI is duly qualified to conduct business and is in good
      standing as a foreign corporation or other entity in each jurisdiction in which
      the nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good
      standing, as the case may be, could not have or reasonably be expected to result
      in (i) a material adverse effect on the legality, validity or enforceability
      of
      the Agreement, (ii) a material adverse effect on the results of operations,
      assets, business, prospects or financial condition of SETI, or (iii) a material
      adverse effect on SETI’s ability to perform in any material respect on a timely
      basis its obligations under the Agreement (any of (i), (ii) or (iii), a
“Material Adverse Effect”) and no proceeding has been instituted in any
      such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit
      or curtail such power and authority or qualification.

     

    (4)  Authorization;
      Enforcement.  SETI has the requisite corporate power and authority
      to enter into and to consummate the transactions contemplated by the Agreement
      and otherwise to carry out its obligations thereunder.  The execution
      and delivery of this Agreement by SETI and the consummation by it of the
      transactions contemplated hereby have been duly authorized by all necessary
      action on the part of SETI.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (5)  No
      Conflicts.  The execution, delivery and performance of the
      Agreement by SETI and the consummation by SETI of the transactions contemplated
      hereby do not and will not: (i) conflict with or violate any provision of SETI’s
      certificate or articles of incorporation, bylaws or other organizational or
      charter documents, or (ii) conflict with, or constitute a default (or an event
      that with notice or lapse of time or both would become a default) under, result
      in the creation of any lien upon any of the properties or assets of SETI, or
      give to others any rights of termination, amendment, acceleration or
      cancellation (with or without notice, lapse of time or both) of, any agreement,
      credit facility, debt or other instrument  or other understanding that
      would individually or in the aggregate be reasonably likely to have a Material
      Adverse Effect on SETI, or (iii) conflict with or result in a violation of
      any
      law, rule, regulation, order, judgment, injunction, decree or other restriction
      of any court or governmental authority to which SETI is subject (including
      federal and state securities laws and regulations) that would individually
      or in
      the aggregate be reasonably likely to have a Material Adverse Effect on
      SETI.

     

    (6)  Further
      Issuances.  SETI acknowledges that EPIR will have the authority to
      issue shares of EPIR Common Stock, in excess of those being issued in connection
      with the Offering, and that EPIR may issue additional shares of Common Stock
      from time to time.  The issuance of additional shares of Common Stock
      may cause dilution of the existing shares of EPIR Common Stock and a decrease
      in
      the market price of such existing shares.

     

    (7)  Filings,
      Consents and Approvals.  SETI is not required to obtain any
      consent, waiver, authorization or order of, give any notice to, or make any
      filing or registration with, any court or other federal, state, local or other
      governmental authority or other person in connection with the execution,
      delivery and performance by SETI of the Agreement, except such post-Closing
      filings as may be required to be made with the SEC, and with any state or
      foreign blue sky or securities regulatory authority, or as would not be
      reasonably likely to have a Material Adverse Effect on SETI.  SETI is
      not in violation of the listing requirements of the OTCBB in any material
      respect and has no knowledge of any facts that would reasonably lead to
      delisting or suspension of the SETI Common Stock in the foreseeable
      future.  SETI has secured the listing of the SETI Shares on each
      over-the-counter market upon which shares of Common Stock are currently listed
      (subject to official notice of issuance).

     

    (8)  Issuance
      of the Securities.  The SETI Shares are duly authorized and, when
      issued in accordance with the Agreement, will be duly and validly issued, fully
      paid and nonassessable, free and clear of all liens imposed by SETI other than
      restrictions on transfer provided for in the Agreement.

     

    (9)  Capitalization.  The
      authorized capital stock of SETI consists of 296,257,941 shares of Common Stock,
      par value [$0.001] per share.  As of January 24, 2008, there were
      296,257,941 shares of Common Stock and no shares of preferred stock issued
      and outstanding.  As of January 24, 2008, SETI had reserved (i)
      31,448,075 shares of Common Stock for issuance to employees, directors and
      consultants pursuant to SETI’s various arrangements with such employees,
      directos and consultants, and (ii) no shares of Common Stock for issuance
      pursuant to other outstanding options and warrants to purchase Common
      Stock.  Other than as contemplated in this Agreement, (a) there are no
      other options, warrants, calls, rights, commitments or agreements of any
      character to which SETI is a party or by which either SETI is bound or
      obligating SETI to issue, deliver, sell, repurchase or redeem, or cause to
      be
      issued, delivered, sold, repurchased or redeemed, any shares of the capital
      stock of SETI or obligating SETI to grant, extend or enter into any such option,
      warrant, call, right, commitment or agreement and (b) the issuance and sale
      of
      SETI Shares contemplated hereby will not give rise to any preemptive rights,
      rights of first refusal or other similar rights on behalf of any person, except
      for (I) 50,332,500 shares of common stock that the Company has sold but has
      yet
      to issue under a private placement dated December 17, 2008 and (II) up to 500
      million shares of common stock that may be issued in connection with SETI’s
      stock incentive plan as discussed between SETI and EPIR.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (10)  Litigation.  There
      is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of SETI, threatened against or affecting SETI
      or
      any of its respective properties before or by any court, arbitrator,
      governmental or administrative agency or regulatory authority, which, if
      adversely determined, would individually or in the aggregate be reasonably
      likely to have a Material Adverse Effect on SETI.  Neither SETI nor
      any subsidiary, nor any director or officer thereof (in his or her capacity
      as
      such), is or has been the subject of any action involving a claim or violation
      of or liability under federal or state securities laws or a claim of breach
      of
      fiduciary duty, except as specifically disclosed in the SEC
      Reports.  The SEC has not issued any stop order or other order
      suspending the effectiveness of any registration statement filed by SETI or
      any
      subsidiary under the Exchange Act or the Securities Act.

     

    (11)  Title
      to Assets.  SETI has good and marketable title in fee simple to
      all real property owned by them that is material to the business of SETI and
      good and marketable title in all personal property owned by them that is
      material to the business of SETI and the subsidiaries, in each case free and
      clear of all Liens, except for Liens as do not materially affect the value
      of
      such property and do not materially interfere with the use made and proposed
      to
      be made of such property by SETI and the subsidiaries and Liens for the payment
      of federal, state or other taxes, the payment of which is neither delinquent
      nor
      subject to penalties.  Any real property and facilities held under
      lease by SETI and the subsidiaries are held by them under valid, subsisting
      and
      enforceable leases of which SETI and the subsidiaries are in compliance in
      all
      material respects.

     

    (12)  Transfer
      Taxes.  On the Closing Date, all stock transfer or other taxes
      (other than income or similar taxes) which are required to be paid in connection
      with the sale and transfer of the SETI Shares to be sold to EPIR hereunder
      will
      be, or will have been, fully paid or provided for by SETI, and all laws imposing
      such taxes will be or will have been complied with.

     

    (13)  Investment
      Company.  SETI is not an “investment company” within the meaning
      of such term under the Investment Act of 1940, as amended, and the rules and
      regulations of the SEC thereunder.

     

    (14)  Accuracy
      of Reports.  All reports required to be filed by SETI during the
      two years preceding the date hereof (the “SEC Reports”) under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), have
      been timely filed with the SEC, complied at the time of filing in all material
      respects with the requirements of their respective forms and, except to the
      extent any such SEC Report has been updated or superseded prior to the date
      of
      this Agreement by any subsequently filed report, were complete and correct
      in
      all material respects as of the dates at which the information was furnished,
      and contained (as of such dates) no untrue statements of a material fact nor
      omitted to state any material fact necessary in order to make the statements
      contained therein, in light of the circumstances under which they were made,
      not
      misleading.  None of the statements made in any such SEC Report is, or
      has been, required to be amended or updated under applicable law (except for
      such statements as have been amended or updated in subsequent filings made
      prior
      to the date hereof).  As of their respective dates, the financial
      statements of SETI included in the SEC Reports complied in all material respects
      with applicable accounting requirements and the published rules and regulations
      of the SEC with respect thereto in effect as of the time of filing.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (15)  Absence
      of Certain Changes.  Since the date of SETI’s financial statements
      in the latest of the SEC Reports, (i) there has not occurred any undisclosed
      event that individually or in the aggregate has caused a Material Adverse Effect
      or any occurrence, circumstance or combination thereof that reasonably would
      be
      likely to result in a Material Adverse Effect, (ii) SETI has not incurred any
      liabilities (contingent or otherwise) other than (A) trade payables and accrued
      expenses incurred in the ordinary course of business and (B) liabilities that
      would not be required to be reflected in SETI's financial statements pursuant
      to
      GAAP or that would not be required to be disclosed in filings made with the
      Commission, (iii) SETI has not (A) declared or paid any dividends, (B) amended
      or changed the Certificate of Incorporation or Bylaws of SETI or its
      subsidiaries, or (C) altered its method of accounting or the identity of its
      auditors and (iv) SETI has not made a material change in officer compensation
      except in the ordinary course of business consistent with past
      practice.

     

    (16)  Transactions
      with Affiliates.  Except as set forth in the SEC Reports, none of
      the officers or directors of SETI has entered into any transaction with SETI
      that would be required to be disclosed pursuant to Item 404(a) of Regulation
      S-K.

     

    (17)  Intellectual
      Property Rights and Licenses.  SETI owns or possesses adequate
      rights to use, any and all information, know-how, trade secrets, inventions,
      patents, copyrights, trademarks, service marks, trade names, service names,
      domain names, software, formulae, methods, processes, works of authorship,
      mask
      works, data and databases, and other proprietary rights and intellectual
      property of any kind throughout the world (collectively, "Intellectual
      Property") that are of a such nature and significance to the business that
      the
      failure to own or have the right to use such items individually or in the
      aggregate would have a Material Adverse Effect.  To SETI’s knowledge,
      neither the use of SETI's Intellectual Property, nor the operation of SETI’s
      businesses, nor SETI's products or services, is infringing, misappropriating
      or
      conflicting with, or has infringed, misappropriated or conflicted with any
      Intellectual Property of others, and SETI has received no notice or claim of
      any
      of the foregoing.  To SETI's knowledge, no third party is infringing,
      misappropriating or conflicting with material Intellectual Property of
      SETI.  All payments have been duly made by SETI that are necessary to
      maintain its rights in material Intellectual Property in force.  No
      claims have been made, and to SETI’s knowledge, no claims are threatened, that
      challenge the validity or scope of any material Intellectual Property of
      SETI.  SETI and each of its subsidiaries have taken reasonable steps
      to obtain and maintain in force all licenses and other permissions under
      Intellectual Property of third parties necessary to conduct their businesses
      as
      heretofore conducted by them, and now being conducted by them, and SETI and
      each
      of its subsidiaries are not or have not been in material breach of any such
      license or other permission.

     

    (18)  No
      Integrated Offering.  Neither SETI, nor, to its knowledge, any of
      its affiliates or other person acting on SETI’s behalf has, directly or
      indirectly, made any offers or sales of any security or solicited any offers
      to
      buy any security under circumstances that would cause the Offering of the SETI
      Shares to be integrated with prior offerings by SETI for purposes of the
      Securities Act, when integration would cause the Offering not to be exempt
      from
      the registration requirements of Section 5 of the Securities Act.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (19)  No
      General Solicitation.  Neither SETI nor, to its knowledge, any
      person acting on behalf of SETI, has offered or sold any of the SETI Shares
      by
      any form of “general solicitation” within the meaning of Rule 502 under the
      Securities Act.  To the knowledge of SETI, no person acting on its
      behalf has offered the SETI Shares for sale other than to EPIR and certain
      other
“accredited investors” within the meaning of Rule 501 under the Securities
      Act.

     

    (20)  No
      Registration.  Assuming the accuracy of the representations and
      warranties made by, and compliance with the covenants of, EPIR in Section B
      hereof, no registration of the SETI Shares under the Securities Act is required
      in connection with the offer and sale of the SETO Shares by SETI to
      EPIR.

     

    (21)  Disclosure.  To
      SETI’s knowledge, no material event or circumstance has occurred or information
      exists with respect to SETI or its business, properties, operations or financial
      conditions, which, under applicable law, rule or regulation, requires public
      disclosure or announcement by SETI but which has not been so publicly announced
      or disclosed.

     

    (22)  Sarbanes-Oxley
      Act of 2002.  SETI is in compliance with all applicable provisions
      of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated
      thereunder, except where such noncompliance would not have, individually or
      in
      the aggregate, a Material Adverse Effect.

     

    (23)  Certain
      Fees.  Other than fees payable to a placement agent, no brokers’,
      finders’ or financial advisory fees or commissions will be payable by SETI with
      respect to the transactions contemplated by this Agreement.

     

    (24)  Material
      Agreements.  All material agreements to which SETI is a party or
      to which its property or assets are subject that are required to be filed as
      exhibits to the SEC Reports under Item 601 of Regulation S-K are included as
      part of, or specifically identified in, the SEC Reports.  SETI has not
      received any notice of default by SETI, and, to SETI’s knowledge, SETI is not in
      default under, any such material agreement now in effect, the result of which
      would individually or in the aggregate be reasonably likely to have a Material
      Adverse Effect.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	
              D.  

            	
              Registration
                Rights

            


    

     

    (1)  Certain
      Definitions.  For purposes of this Section D, the following terms
      shall have the meanings ascribed to them below.

    


    (a)  “Prospectus”
      means the prospectus included in the Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the Offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.

     

    (b)  “Registerable
      Securities” shall mean any SETI Shares issued or issuable pursuant to the
      Offering Documents together with any securities issued or issuable upon any
      stock split, dividend or other distribution, adjustment, recapitalization or
      similar event with respect to the foregoing.

     

    (c)  “Registration
      Statement” means the registration statement required to be filed under this
      Section D, including the Prospectus, amendments and supplements to such
      registration statement or Prospectus, including pre- and post-effective
      amendments, all exhibits thereto, and all material incorporated by reference
      or
      deemed to be incorporated by reference in such registration
      statement.

     

    (2)  Indemnification.

     

    (a)  Indemnification
      by the SETI.  SETI agrees to indemnify and hold harmless EPIR, the
      partners, members, officers and directors of EPIR and each person who controls
      EPIR within the meaning of Section 15 of the Securities Act or Section 20 of
      the
      Exchange Act, from and against any losses, claims, damages or liabilities to
      which they may become subject (under the Securities Act or otherwise) insofar
      as
      such losses, claims, damages or liabilities (or actions or proceedings in
      respect thereof) arise out of, or are based upon, any untrue statement or
      alleged untrue statement of a material fact contained in a Registration
      Statement for EPIR’s common stock or any omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading or arise out of any failure by SETI to fulfill any undertaking
      included in such Registration Statement and SETI will, as incurred, reimburse
      EPIR and each of its partner, member, officer, director or controlling person
      for any legal or other expenses reasonably incurred in investigating, defending
      or preparing to defend any such action, proceeding or claim; provided, however,
      that SETI shall not be liable in any such case to the extent that such loss,
      claim, damage or liability (collectively, “Losses”) arises out of, or is
      based upon, an untrue statement or omission or alleged untrue statement or
      omission made in such Registration Statement in reliance upon written
      information furnished to SETI by or on behalf of EPIR or each of its partner,
      member, officer, director or controlling person specifically for use in
      preparation of the Registration Statement or any breach of this Agreement by
      EPIR.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (b)  Indemnification
      by EPIR.  EPIR, severally and not jointly, agrees to indemnify and
      hold harmless SETI (and each person, if any, who controls SETI within the
      meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
      each officer of SETI who signs the Registration Statement and each director
      of
      the SETI), from and against any losses, claims, damages or liabilities to which
      SETI (or any such officer, director or controlling person) may become subject
      (under the Securities Act or otherwise), insofar as such losses, claims, damages
      or liabilities (or actions or proceedings in respect thereof) arise out of,
      or
      are based upon, any material breach of this Agreement by EPIR or any untrue
      statement or alleged untrue statement of a material fact contained in the
      Registration Statement or any omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading in each case, on the effective date thereof, if, and to the extent,
      such untrue statement or omission or alleged untrue statement or omission was
      made in reliance upon and in conformity with written information furnished
      by or
      on behalf of EPIR specifically for use in preparation of the Registration
      Statement, and EPIR will reimburse SETI (and each of its officers, directors
      or
      controlling persons) for any legal or other expenses reasonably incurred in
      investigating, defending or preparing to defend any such action, proceeding
      or
      claim; provided, however, that in no event shall any indemnity under this
      Paragraph 5(b) be greater in amount than the dollar amount of the proceeds
      (net
      of (i) the purchase price of the Registrable Securities included in the
      Registration Statement giving rise to such indemnification obligation and (ii)
      the amount of any damages EPIR has otherwise been required to pay by reason
      of
      such untrue statement or omission or alleged untrue statement or omission)
      received by EPIR upon the sale of such Registrable Securities.

     

    (c)  Conduct
      of Indemnification Proceedings.  If any Proceeding shall be
      brought or asserted against any Person entitled to indemnity hereunder (an
      “Indemnified Party”), such Indemnified Party shall promptly notify the
      Person from whom indemnity is sought (the “Indemnifying Party”) in
      writing, and the Indemnifying Party shall be entitled to participate therein,
      and to the extent that it shall wish, assume the defense thereof, including
      the
      employment of counsel reasonably satisfactory to the Indemnified Party and
      the
      payment of all fees and expenses incurred in connection with defense
      thereof.  After notice from the Indemnifying Party to such Indemnified
      Party of its election to assume the defense thereof, such Indemnifying Party
      shall not be liable to such Indemnifying Party for any legal expenses
      subsequently incurred by Indemnified Party in connection with the defense
      thereof.  An Indemnified Party shall have the right to employ separate
      counsel in any such Proceeding and to participate in the defense thereof, but
      the fees and expenses of such counsel shall be at the expense of such
      Indemnified Party or Parties.   If there exists or shall exist a
      conflict of interest that would make it inappropriate in the reasonable judgment
      of the Indemnified Party for the same counsel to represent both the Indemnified
      Party and such Indemnifying Party or any affiliate or associate thereof, the
      Indemnified Party shall be entitled to retain its own counsel at the expense
      of
      such Indemnifying Party; provided, further, that no Indemnifying Party be
      responsible for the fees and expense of more than one separate counsel for
      all
      Indemnified Parties. The Indemnifying Party shall not settle an action without
      the consent of the Indemnified Party, which consent shall not be unreasonably
      withheld, unless such settlement includes an unconditional release of such
      Indemnified Party from all liability on claims that are the subject matter
      of
      such Proceeding.  All reasonable fees and expenses of the Indemnified
      Party (including reasonable fees and expenses to the extent incurred in
      connection with investigating or preparing to defend such Proceeding in a manner
      not inconsistent with this Section) shall be paid to the Indemnified Party,
      as
      incurred, within ten trading days of written notice thereof to the Indemnifying
      Party (regardless of whether it is ultimately determined that an Indemnified
      Party is not entitled to indemnification hereunder; provided, that the
      Indemnifying Party may require such Indemnified Party to undertake to reimburse
      all such fees and expenses to the extent it is finally judicially determined
      that such Indemnified Party is not entitled to indemnification
      hereunder).

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (d)  Contribution.  If
      a claim for indemnification under Paragraph (5)(a) or (b) is unavailable to
      an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations.  The relative fault of such
      Indemnifying Party and Indemnified Party shall be determined by reference to,
      among other things, whether any action in question, including any untrue or
      alleged untrue statement of a material fact or omission or alleged omission
      of a
      material fact, has been taken or made by, or related to information supplied
      by,
      such Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission.  The amount paid or payable by a party
      as a result of any Losses shall be deemed to include, subject to the limitations
      set forth in Paragraph (5)(c), any reasonable attorneys’ or other reasonable
      fees or expenses incurred by such party in connection with any Proceeding to
      the
      extent such party would have been indemnified for such fees or expenses if
      the
      indemnification provided for in this Paragraph 5(d) was available to such party
      in accordance with its terms.

     

    (3)  Piggy-Back
      Registrations.  If at any time that SETI shall determine to
      prepare and file with the SEC a registration statement relating to an offering
      for its own account or the account of others under the Securities Act of any
      of
      its equity securities, other than on Form S-4 or Form S-8 (each as promulgated
      under the Securities Act) or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or equity securities issuable in connection with stock option or
      other employee benefit plans, then SETI shall send to EPIR written notice of
      such determination and if, within fifteen (15) days after receipt of such
      notice, EPIR shall so request in writing, SETI shall include in such
      registration statement all or any part of such Registrable Securities t EPIR
      requests to be registered.

     

    (9)           Rule
      144.  Until such time as the Registrable Securities are eligible
      for resale pursuant to Rule 144(k) under the Securities Act, SETI agrees with
      each holder of Registrable Securities to:

     

    (a)           comply
      with the requirements of Rule 144(c) under the Securities Act with respect
      to
      current public information about the SETI;

     

    (b)           to
      file with the SEC in a timely manner all reports and other documents required
      of
      SETI under the Securities Act and the Exchange Act (at any time it is subject
      to
      such reporting requirements); and

     

    (c)           furnish
      to any holder of Registrable Securities upon request (i) a written statement
      by
      SETI as to its compliance with the requirements of said Rule 144(c) and the
      reporting requirements of the Securities Act and the Exchange Act (at any time
      it is subject to such reporting requirements), (ii) a copy of the most recent
      annual or quarterly report of SETI, and (iii) such other reports and documents
      of SETI as such holder may reasonably request to avail itself of any similar
      rule or regulation of the SEC allowing it to sell any such securities without
      registration.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    
      	
              E.  

            	
              Covenants
                of SETI

            


    

     

    (1)  SETI,
      on
      or before the Closing Date, shall take such action as SETI shall reasonably
      determine is necessary in order to obtain an exemption for or to qualify the
      SETI Shares for sale to EPIR at the Closing pursuant to this Agreement under
      applicable securities or "Blue Sky" laws of the states of the United States
      (or
      to obtain an exemption from such qualification).  SETI shall make all
      filings and reports relating to the offer and sale of the SETI Shares required
      under applicable securities or "Blue Sky" laws of the states of the United
      States following the Closing Date.

     

    (2)  Other
      than pursuant to the Registration Statement, prior to the date that the SETI
      shares are eligible for sale under 144, SETI may not file any registration
      statement (other than on Form S-8) with the SEC with respect to any securities
      of SETI.

     

    (3)  SETI
      will
      not sell, offer to sell, solicit offers to buy or otherwise negotiate in respect
      of any “security” (as defined in the Securities Act) that is or could be
      integrated with the sale of the SETI Shares in a manner that would require
      the
      registration of the SETI Shares under the Securities Act.

     

    (4)  As
      long
      as EPIR owns the SETI Shares, SETI covenants (i) to timely file (or obtain
      extensions in respect thereof and file within the applicable grace period)
      all
      reports required to be filed by SETI after the date hereof pursuant to the
      Exchange Act (ii) maintain compliance with all applicable provisions of the
      Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder,
      except where noncompliance would not have, individually or in the aggregate,
      a
      Material Adverse Effect.  During the Effectiveness Period, as long as
      EPIR owns SETI Shares, if SETI is not required to file reports pursuant to
      such
      laws, it will prepare and furnish to EPIR and make publicly available in
      accordance with Rule 144(c) such information as is required for EPIR to sell
      the
      SETI Shares under Rule 144. SETI further covenants that it will take such
      further action during the Effectiveness Period as EPIR may reasonably request,
      all to the extent required from time to time to enable EPIR to sell the SETI
      Shares without registration under the Securities Act within the limitation
      of
      the exemptions provided by Rule 144.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    
      	
              F.  

            	
              Conditions
                to Closing; Termination

            


    

     

    (1)           Conditions
      Precedent to the Obligations of EPIR to Purchase Securities.  The
      obligation of EPIR to acquire SETI Shares at the Closing is subject to the
      satisfaction or waiver by EPIR, at or before the Closing, of each of the
      following conditions:

    


    (a)           The
      representations and warranties of SETI contained herein shall be true and
      correct in all material respects as of the date when made and as of the Closing
      as though made on and as of such date (except to the extent that such
      representation or warranty speaks of an earlier date, in which case such
      representation and warranty shall be true and correct in all material respects
      as though made on and as of the Closing Date;

    


    (b)           SETI
      shall have performed, satisfied and complied in all material respects with
      all
      covenants, agreements and conditions required by the Offering Documents to
      be
      performed, satisfied or complied with by it at or prior to the
      Closing;

    


    (c)           No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction that prohibits the consummation of any
      of
      the transactions contemplated by the Offering Documents;

    


    (d)           Since
      the date of execution of this Agreement, no event or series of events shall
      have
      occurred that reasonably could have or result in a Material Adverse
      Effect;

    


    (e)           Trading
      in the Common Stock shall not have been suspended by the SEC or OTCBB (except
      for any suspensions of trading of limited duration agreed to by SETI) at any
      time since the date of execution of this Agreement, and the SETI Common Stock
      shall have been at all times since such date listed for trading on
      OTCBB;

    


    (f)           SETI
      shall have delivered the items required to be delivered by SETI in accordance
      with Section A.4;

    


    (g)           This
      Agreement shall not have been terminated as to EPIR in accordance with Section
      F.3.

    


    (2)           Conditions
      Precedent to the Obligations of SETI to sell SETI Shares.  The
      obligation of SETI to sell SETI Shares at the Closing is subject to the
      satisfaction or waiver by SETI, at or before the Closing, of each of the
      following conditions:

    


    (a)           The
      representations and warranties of EPIR contained herein shall be true and
      correct in all material respects as of the date when made and as of the Closing
      Date as though made on and as of such date;

    


    (b)           EPIR
      shall have performed, satisfied and complied in all material respects with
      all
      covenants, agreements and conditions required by the Offering Documents to
      be
      performed, satisfied or complied with by EPIR at or prior to the
      Closing;

    


    (c)           No
      statute, rule, regulation, executive order, decree, ruling or injunction shall
      have been enacted, entered, promulgated or endorsed by any court or governmental
      authority of competent jurisdiction that prohibits the consummation of any
      of
      the transactions contemplated by the Offering Documents;

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (d)           Since
      the date of execution of this Agreement, no event or series of events shall
      have
      occurred that reasonably could have or result in a Material Adverse
      Effect;

     

    (e)           EPIR
      shall have delivered its Investment Amount in accordance with Section
      A.2;

    


    (f)           This
      Agreement shall not have been terminated as to SETI in accordance with Section
      F.3.

    


    (3)           This
      Agreement may be terminated prior to Closing:

    


    (a)           by
      written agreement of EPIR and SETI; and

    


    (b)           by
      SETI or EPIR upon written notice to the other, if the Closing shall not have
      taken place on or before January 24, 2008; provided, that the right to terminate
      this Agreement under this Section F.3 shall not be available to any party whose
      failure to comply with its obligations under this Agreement has been the cause
      of or resulted in the failure of the Closing to occur on or before such
      time.

    


    Upon
      a termination in accordance with
      this Section F.3, SETI and EPIR shall not have any further obligation or
      liability (including as arising from such termination) to the
      other.

    


    
      	
              G.  

            	
              Miscellaneous

            


    

     

    (1)  All
      pronouns and any variations thereof used herein shall be deemed to refer to
      the
      masculine, feminine, singular or plural, as identity of the person or persons
      may require.

     

    (2)  All
      notices hereunder shall be delivered by facsimile, and by overnight delivery
      (with signature required) with a reputable overnight delivery service, to the
      following address of the respective parties:

     

    (i)  if
      to
      SETI, to it at:

     

    Sunovia
      Energy Technologies Inc.

    6408
      Parkland Drive, Suite 104

    Sarasota,
      FL 34243

    Fax:
      941
      751 3583

    Phone:
      941 751 6800

    or
      such other address as it shall have
      specified to EPIR in writing.

    


    if
      to
      EPIR, to it at:

     

    EPIR
      Technologies, Inc.

    590
      Territorial Drive, Unit
      B

    Bolingbrook,
      IL 60440

    Fax:
      630 771 0204

    Phone:
      630 771 0203

    or
      such other address as it shall have
      specified to SETI in writing.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    


    (3)  Failure
      of either party to exercise any right or remedy under this Agreement or any
      other agreement between SETI and EPIR, or otherwise, or delay by either party
      in
      exercising such right or remedy, will not operate as a waiver
      thereof.  No provision hereof may be waived other than by an
      instrument in writing signed by the party against whom enforcement is
      sought.

     

    (4)  This
      Agreement shall be construed according to the laws of the State of Illinois,
      other than such laws, rules, regulations and case law which would result in
      the application of the laws of a jurisdiction other than the State of
      Illinois.

     

    (5)  If
      any
      provision of this Agreement is held to be invalid or unenforceable under any
      applicable statute or rule of law, then such provision shall be deemed modified
      to conform with such statute or rule of law.  Any provision hereof
      that may prove invalid or unenforceable under any law shall not affect the
      validity or enforceability of any other provisions hereof.

     

    (6)  The
      parties understand and agree that, unless provided otherwise herein, money
      damages would not be a sufficient remedy for any breach of the Agreement by
      SETI
      or EPIR and that the party against which such breach is committed shall be
      entitled to equitable relief, including injunction and specific performance,
      as
      a remedy for any such breach.  Such remedies shall not, unless
      provided otherwise herein, be deemed to be the exclusive remedies for a breach
      by either party of the Agreement but shall be in addition to all other remedies
      available at law or equity to the party against which such breach is
      committed.

     

    (7)  This
      Agreement, together with the agreements and documents executed and delivered
      in
      connection with this Agreement, constitutes the entire agreement between the
      parties hereto with respect to the subject matter hereof.

     

    (8)  This
      Agreement may be signed in two or more counterparts, each of which will be
      deemed an original but all of which will constitute the same
      instrument.

     

    (9)  The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    (10)  This
      Agreement and the other Offering Documents (including any schedules and exhibits
      hereto and thereto) supersede all other prior oral or written agreements between
      EPIR, SETI, their affiliates and persons acting on their behalf with respect
      to
      the matters discussed herein, and this Agreement and other Offering Documents
      (including any schedules and exhibits hereto and thereto) and the instruments
      referenced herein contain the entire understanding of the parties with respect
      to the matters covered herein and therein and, except as specifically set forth
      herein or therein, neither SETI nor EPIR makes any representation, warranty,
      covenant or undertaking with respect to such matters.

     

    (11)  No
      provision of this Agreement may be amended other than by an instrument in
      writing signed by SETI and EPIR.

     

    (12)  The
      representations and warranties of the parties contained herein or in any other
      agreements or documents executed in connection herewith shall survive the
      Closing for a period of 12 months regardless of any investigation made at any
      time by any party.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    (13)  Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    


    SIGNATURE
      PAGE

     

    EPIR
      hereby agrees to purchase the
      number of SETI Shares, in exchange for the Investment Amount, as set forth
      below, and agrees to be bound by the terms and conditions of this
      Agreement.

     

    EPIR

     

    1.           Investment
      Amount:  [202,200 EPIR Shares]

     

    2.           Number
      of SETI Shares Purchased:  [37,803,852 SETI Shares]

     

     

     

    ______________________________

    Name:

    Title:

    


     

    ______________________________

    Tax
      ID
      number

    


     

     

    ACCEPTED
      BY:

     

    SETI

     

    ______________________________

    Name:

    Title:

     

     

    17

    Sche