<DOCUMENT>


<TYPE>EX-10


<SEQUENCE>2


<FILENAME>ex10-1.txt


<DESCRIPTION>EXHIBIT 10.1


<TEXT>


EXHIBIT 10.1


SHARE PURCHASE AND MERGER AGREEMENT


BY AND AMONG


ADVANCE TECHNOLOGIES INC.


SXAN ACQUISITION CORP.


AND


AMERICAN SXAN BIOTECH, INC.


DATED AS OF MAY 24, 2007


<PAGE>


SHARE PURCHASE AND MERGER AGREEMENT


SHARE PURCHASE AND MERGER AGREEMENT (the “AGREEMENT”) dated as of May


24, 2007 by and among Advance Technologies Inc., a corporation formed under the


laws of the State of Nevada (“AVTX”), SXAN Acquisition Corp., a corporation


newly formed under the laws of the State of Delaware and a wholly owned


subsidiary of AVTX (the “MERGER SUB”), American SXAN Biotech, Inc., a


corporation formed under the laws of the State of Delaware (“SXAN”), the


individual who is identified on the signature pages of this Agreement as the


Investor (“INVESTOR”), and Gary Ball and Wendy Ball (the “PRINCIPAL


SHAREHOLDERS”). Each of AVTX, the Merger Sub, SXAN and each of the Investors or


the Principal Shareholders is referred to herein individually as a “PARTY” and


all are referred to collectively as the “PARTIES.”


PREAMBLE


WHEREAS, SXAN owns 100% of the registered capital of Tieli


XiaoXingAnling Forest Frog Breeding Co., Ltd. (“TXFF”), a corporation organized


under the laws of The People’s Republic of China;


WHEREAS, AVTX and SXAN have determined that a business combination


between them is advisable and in the best interests of their respective


companies and stockholders and presents an opportunity for their respective






companies to achieve long-term strategic and financial benefits;


WHEREAS, the Investor is affiliated with SXAN, and wishes to purchase


certain common shares of AVTX (the “PURCHASED SHARES,” as further defined


herein) for cash (the “SHARE PURCHASE”);


WHEREAS, AVTX has proposed to acquire SXAN pursuant to a merger


transaction whereby, pursuant to the terms and subject to the conditions of this


Agreement, SXAN shall become a wholly owned subsidiary of AVTX through the


merger of SXAN with and into the Merger Sub (the “MERGER”); and


WHEREAS, in the Merger, all issued and outstanding shares of capital


stock of SXAN shall be cancelled and converted into the right to receive 100,000


Series B Convertible Shares of AVTX (the “MERGER SHARES”) which Shares, together


with the Purchased Shares, shall represent 93.5 % of the voting power of AVTX


after the Merger;


NOW, THEREFORE, in consideration of the premises and the mutual


covenants, representations and warranties contained herein, the Parties,


intending to be legally bound, hereby agree as follows:


CERTAIN DEFINITIONS


As used in this Agreement, the following terms shall have the meanings


set forth below:


“APPLICABLE LAW” means any domestic or foreign law, statute, regulation, rule,


policy, guideline or ordinance applicable to the businesses of the Parties, the


Merger and/or the Parties.





	
             
 	
            “DGCL” means Delaware General Corporation Law.
 





“KNOWLEDGE” means, in the case of AVTX or SXAN, a particular fact or other


matter of which its Chief Executive Officer or the Chief Financial Officer is


actually aware or which a prudent individual serving in such capacity could be


<PAGE>


expected to discover or otherwise become aware of in the course of conducting a


reasonable review or investigation of the corporation and its business and


affairs.


“LIEN” means, with respect to any property or asset, any mortgage, lien, pledge,


charge, security interest, claim, encumbrance, royalty interest, any other


adverse claim of any kind in respect of such property or asset, or any other


restrictions or limitations of any nature whatsoever.


“MATERIAL ADVERSE EFFECT” with respect to any entity or group of entities means






any event, change or effect that has or would have a materially adverse effect


on the financial condition, business or results of operations of such entity or


group of entities, taken as a whole.


“PERSON” means any individual, corporation, partnership, trust or unincorporated


organization or a government or any agency or political subdivision thereof.


“SURVIVING ENTITY” shall mean SXAN as the surviving entity in the Merger as


provided in Section 1.04.


“TAX” (and, with correlative meaning, “TAXES” and “TAXABLE”) means:


(i) any income, alternative or add-on minimum tax, gross receipts tax,


sales tax, use tax, ad valorem tax, transfer tax, franchise tax, profits tax,


license tax, withholding tax, payroll tax, employment tax, excise tax, severance


tax, stamp tax, occupation tax, property tax, environmental or windfall profit


tax, custom, duty or other tax, impost, levy, governmental fee or other like


assessment or charge of any kind whatsoever together with any interest or any


penalty, addition to tax or additional amount imposed with respect thereto by


any governmental or Tax authority responsible for the imposition of any such tax


(domestic or foreign), and


(ii) any liability for the payment of any amounts of the type described


in clause (i) above as a result of being a member of an affiliated,


consolidated, combined or unitary group for any Taxable period, and


(iii) any liability for the payment of any amounts of the type


described in clauses (i) or (ii) above as a result of any express or implied


obligation to indemnify any other person.


“TAX RETURN” means any return, declaration, form, claim for refund or


information return or statement relating to Taxes, including any schedule or


attachment thereto, and including any amendment thereof.


ARTICLE I


THE TRANSACTIONS





	
            SECTION 1.01
 	
            THE SHARE PURCHASE
 





(a) On the Closing Date (defined herein), the Share Purchase shall be


consummated, in which the Investor shall purchase from AVTX an aggregate of


fifty seven million, one hundred forty three thousand, three hundred and two


(57,143,302) shares of the Common Stock of AVTX (“PURCHASED SHARES”) for cash


consideration of Three Hundred Twenty Five Thousand and 00/100 Dollars






($325,000.00).


(b) The Parties intend that the issuance of the Purchased Shares to the


Investors pursuant to the Share Purchase shall be exempt from the registration


requirements of the Securities Act of 1933 (the “SECURITIES ACT”) pursuant to


Section 4(2) of the Securities Act and the rules and regulations promulgated


thereunder.


<PAGE>





	
            SECTION 1.02
 	
            THE MERGER
 





Upon the terms and subject to the conditions set forth in this


Agreement and in accordance with the DGCL, at the Effective Time (as hereinafter


defined), all SXAN Shares (as hereinafter defined) shall be cancelled and


converted into the right to receive the Merger Shares. In connection therewith,


the following terms shall apply:


(a) CERTIFICATE OF DESIGNATION. Prior to the Closing, AVTX shall file


with the Secretary of State of the State of Nevada a Certificate of Designation


of the Series B Convertible Preferred Shares (“Series B Preferred Shares”) in


the form of SCHEDULE 1.02 hereto.


(b) EXCHANGE AGENT. Robert Brantl, Esq., counsel for SXAN, shall act as


the exchange agent (the “EXCHANGE AGENT”) for the purpose of exchanging SXAN


Shares for the Merger Shares. At or prior to the Closing, AVTX shall deliver to


the Exchange Agent the Merger Shares.


(c) CONVERSION OF SECURITIES.


(i) CONVERSION OF SXAN SECURITIES. At the Effective Time, by


virtue of the Merger and without any action on the part of AVTX, SXAN or the


Merger Sub, or the holders of any of their respective securities:


(A) Each of the issued and outstanding shares of


common stock of SXAN (the “SXAN SHARES”) immediately prior to the Effective Time


shall be converted into and represent the right to receive, and shall be


exchangeable for, that number of Series B Preferred Shares of AVTX as shall be


determined by dividing 100,000 by the number of then issued and outstanding SXAN


Shares.


(B) All SXAN Shares shall no longer be outstanding


and shall automatically be canceled and retired and shall cease to exist, and


each holder of a certificate representing any such shares shall cease to have






any rights with respect thereto, except the right to receive the Merger Shares


to be issued pursuant to this Section 1.02(c)(i) upon the surrender of such


certificate in accordance with Section 1.08, without interest. No fractional


shares may be issued; but each fractional share that would result from the


Merger will be rounded to the nearest number of whole shares.


(C) The Merger Shares (I) together with the Purchased


Shares acquired in the Share Purchase, shall represent 93.5%, on a fully diluted


basis, of the voting power of all classes of issued and outstanding stock of


AVTX at the Effective Time, after giving effect to the Merger, and (II) shall be


convertible into 900,000,000 shares of the Common Stock of AVTX on a fully


diluted basis at any time after the consummation of the spin-off transaction


described in the Operating Subsidiary Agreement (as defined in Section 5.01 (d)


hereof).


(ii) CONVERSION OF MERGER SUB STOCK. At the Effective Time, by


virtue of the Merger and without any action on the part of SXAN, AVTX, the


Merger Sub, or the holders of any of their respective securities, each share of


capital stock of Merger Sub outstanding immediately prior to the Effective Time


shall be converted into one share of the common stock of the Surviving Entity


and the shares of common stock of the Surviving Entity so issued in such


conversion shall constitute the only outstanding shares of capital stock of the


Surviving Entity and the Surviving Entity shall be a wholly owned subsidiary of


AVTX.


(d) EXEMPTION FROM REGISTRATION. The Parties intend that the issuance


of the Merger Shares to the Investors shall be exempt from the registration


requirements of the Securities Act pursuant to Section 4(2) of the Securities


Act and the rules and regulations promulgated thereunder.


<PAGE>


(e) AGREEMENT RE CONVERSION INTO AVTX COMMON STOCK. Each recipient of


Series B Preferred Shares of AVTX pursuant to the Merger hereby agrees not to


convert such shares into Common Stock of AVTX until the authorized number of


shares of AVTX Common Stock is increased.





	
            SECTION 1.03
 	
            CLOSING
 





The closing of the Share Purchase and the Merger (the “CLOSING”) will


take place at the offices of Robert Brantl, Esq. within one (1) business day






following the satisfaction or waiver of the conditions precedent set forth in


Article V or at such other date as AVTX and SXAN shall agree (the “CLOSING


DATE”), but in any event no later than June 30, 2007 unless extended by a


written agreement of AVTX and SXAN.





	
            SECTION 1.04
 	
            MERGER; EFFECTIVE TIME
 





At the Effective Time and subject to and upon the terms and conditions


of this Agreement, Merger Sub shall, and AVTX shall cause Merger Sub to, merge


with and into SXAN in accordance with the provisions of the DGCL, the separate


corporate existence of Merger Sub shall cease and SXAN shall continue as the


Surviving Entity. The Effective Time shall occur upon the filing with the


Secretary of State of the State of Delaware of a Certificate of Merger, executed


in accordance with the applicable provisions of the DGCL (the “EFFECTIVE TIME”).


The date on which the Effective Time occurs is referred to as the “EFFECTIVE


DATE.” Provided that this Agreement has not been terminated pursuant to Article


VI, the Parties will cause the Certificate of Merger to be filed as soon as


practicable after the Closing.





	
            SECTION 1.05
 	
            EFFECT OF THE MERGER
 





The Merger shall have the effect set forth in Title 8, Section 259 of


the DGCL. Without limiting the generality of the foregoing, and subject thereto,


at the Effective Time, all the properties, rights, privileges, powers and


franchises of SXAN and Merger Sub shall vest in the Surviving Entity, and all


debts, liabilities and duties of SXAN and Merger Sub shall become the debts,


liabilities and duties of the Surviving Entity.





	
            SECTION 1.06
 	
            CERTIFICATE OF INCORPORATION AND BYLAWS; DIRECTORS AND
 





OFFICERS


Pursuant to the Merger:


(a) The Certificate of Incorporation and Bylaws of SXAN as in effect


immediately prior to the Effective Time shall be the Certificate of


Incorporation and Bylaws of the Surviving Entity immediately following the


Merger.


(b) The directors and officers of the SXAN immediately prior to the


Merger shall be the directors and officers of the Surviving Entity subsequent to


the Merger.





	
            SECTION 1.07
 	
            RESTRICTIONS ON RESALE
 









(a) Neither the Purchased Shares issued pursuant to the Share Purchase


nor the Series B Preferred Shares issued pursuant to the Merger will be


registered under the Securities Act, or the securities laws of any state, and


cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a


registration statement with respect to such securities is declared effective


under the Securities Act, or (ii) AVTX receives an opinion of counsel for the


holders of the shares proposed to be transferred, reasonably satisfactory to


<PAGE>


counsel for AVTX, that an exemption from the registration requirements of the


Securities Act is available.


The certificates representing the Purchased Shares and the Merger


Shares which are being issued hereunder shall contain a legend substantially as


follows:


“THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN


REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE


SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A


REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER


SUCH ACT, OR ADVANCE TECHNOLOGIES INC. RECEIVES AN OPINION OF COUNSEL


FOR THE HOLDER REASONABLY SATISFACTORY TO COUNSEL FOR ADVANCE


TECHNOLOGIES, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS


OF SUCH ACT IS AVAILABLE.”





	
            SECTION 1.08
 	
            EXCHANGE OF CERTIFICATES
 





(a) EXCHANGE OF CERTIFICATES. After the Effective Time, the holders of


the SXAN Shares shall be required to surrender all their SXAN Shares to the


Exchange Agent, and the holders shall be entitled upon such surrender to receive


in exchange therefor certificates representing the proportionate number of


Merger Shares into which the SXAN Shares theretofore represented by the stock


certificates so surrendered shall have been exchanged pursuant to this


Agreement. Until so surrendered, each outstanding certificate which, prior to


the Effective Time, represented SXAN Shares shall be deemed for all corporate


purposes, subject to the further provisions of this Article I, to evidence the


ownership of the number of whole Merger Shares for which such SXAN Shares have


been so exchanged. No dividend payable to holders of Merger Shares of record as


of any date subsequent to the Effective Time shall be paid to the owner of any






certificate which, prior to the Effective Time, represented SXAN Shares, until


such certificate or certificates representing all the relevant SXAN Shares,


together with a stock transfer form, are surrendered as provided in this Article


I or pursuant to letters of transmittal or other instructions with respect to


lost certificates provided by the Exchange Agent.


(b) FULL SATISFACTION OF RIGHTS. All Merger Shares for which the SXAN


Shares shall have been exchanged pursuant to this Article I shall be deemed to


have been issued in full satisfaction of all rights pertaining to the SXAN


Shares.


(c) EXCHANGE OF CERTIFICATES. All certificates representing SXAN Shares


converted into the right to receive Merger Shares pursuant to this Article I


shall be furnished to AVTX subsequent to delivery thereof to the Exchange Agent


pursuant to this Agreement.


(d) CLOSING OF TRANSFER BOOKS. On the Effective Date, the stock


transfer book of SXAN shall be deemed to be closed and no transfer of SXAN


Shares shall thereafter be recorded thereon.


ARTICLE II


REPRESENTATIONS AND WARRANTIES OF AVTX


AVTX, the Principal Shareholders and, where applicable, the Merger Sub


hereby jointly and severally represent and warrant to SXAN and to the Investors,


as of the date of this Agreement, as of the Closing Date and as of the Effective


Time, as follows:


<PAGE>





	
            SECTION 2.01
 	
            ORGANIZATION, STANDING AND POWER
 





AVTX is a corporation duly incorporated, validly existing and in good


standing under the laws of the State of Nevada, and has corporate power and


authority to conduct its business as presently conducted by it and to enter into


and perform this Agreement and to carry out the transactions contemplated by


this Agreement. Merger Sub is a corporation duly incorporated, validly existing


and in good standing under the laws of the State of Delaware, and has corporate


power and authority to enter into and perform this Agreement and to carry out


the transactions contemplated by this Agreement.





	
            SECTION 2.02
 	
            SUBSIDIARIES
 





AVTX owns all of the outstanding capital stock of the Merger Sub and of






Infrared Systems International, a Nevada corporation (“OPERATING SUB”). Other


than its ownership of the Merger Sub and the Operating Sub, AVTX does not have


an ownership interest in any Person. Merger Sub is a recently formed corporation


and prior to the date hereof and through the Effective Date Merger Sub shall not


conduct any operating business, become a party to any agreements, or incur any


liabilities or obligations. Operating Sub holds the license to certain


technology licensed to it by AVTX as its only asset.





	
            SECTION 2.03
 	
            CAPITALIZATION
 





(a) There are 200,000,000 shares of capital stock of AVTX authorized,


consisting of 100,000,000 shares of common stock, $0.001 par value per share


(the “AVTX COMMON SHARES”), and 100,000,000 shares of preferred stock, $0.001


par value per share (“AVTX PREFERRED SHARES”). . As of the date of this


Agreement, there are 39,527,897 AVTX Common Shares issued and outstanding. In


addition, AVTX has issued and outstanding and 27,011,477 rights to acquire AVTX


Common Shares which have been designated Series A Non-Voting Convertible


Preferred Stock, $0.001 par value per share (“SERIES A PREFERRED SHARES”).


(b) No AVTX Common Shares or AVTX Preferred Shares have been reserved


for issuance to any Person, and there are no other outstanding rights, warrants,


options or agreements for the purchase of AVTX Common or Preferred Shares except


as provided in this Agreement.


(c) All outstanding AVTX Common Shares are validly issued, fully paid,


non-assessable, not subject to pre-emptive rights and have been issued in


compliance with all state and federal securities laws or other Applicable Law.


The Series A Preferred Shares are not validly issued, due to the failure to file


a certificate of designations with respect to that class of shares, but


represent a contractual right to acquire AVTX Common Shares, and when that right


is exercised, the AVTX Common Shares so issued will be validly issued, fully


paid, non-assessable, not subject to pre-emptive rights. The Common Shares to be


purchased by the Investors and the Series B Preferred Shares issuable to the


SXAN shareholders pursuant to the Merger will, when issued pursuant to this


Agreement, be duly and validly authorized and issued, fully paid and


non-assessable.





	
            SECTION 2.04
 	
            AUTHORITY FOR AGREEMENT
 





The execution, delivery, and performance of this Agreement by each of






AVTX and Merger Sub has been duly authorized by all necessary corporate and


shareholder action, and this Agreement, upon its execution by the Parties, will


constitute the valid and binding obligation of each of AVTX and the Merger Sub,


enforceable against each of them in accordance with and subject to its terms,


except as enforceability may be affected by bankruptcy, insolvency or other laws


of general application affecting the enforcement of creditors’ rights. The


execution and consummation of the transactions contemplated by this Agreement


and compliance with its provisions by AVTX and Merger Sub will not violate any


<PAGE>


provision of Applicable Law and will not conflict with or result in any breach


of any of the terms, conditions, or provisions of, or constitute a default


under, AVTX’s Articles of Incorporation, Merger Sub’s Certificate of


Incorporation, or either of their Bylaws, in each case as amended, or, in any


material respect, any indenture, lease, loan agreement or other agreement or


instrument to which AVTX is a party or by which it or any of its properties is


bound, or any decree, judgment, order, statute, rule or regulation applicable to


AVTX or Merger Sub.





	
            SECTION 2.05
 	
            FINANCIAL CONDITION
 





Except as set forth on Schedule 2.05 hereto, the Annual Report on Form


10-KSB filed by AVTX for the year ended September 30, 2006 and the Quarterly


Report on Form 10-QSB filed by AVTX for the period ended March 31, 2007 (the


“SEC Filings”) are true, correct and complete in all material respects, are not


misleading and do not omit to state any material fact which is necessary to make


the statements contained in such public filings not misleading in any material


respect. The financial statements included in the SEC Filings (the “Financial


Statements”) were prepared in accordance with generally accepted accounting


principles and fairly reflect the financial condition of AVTX as of the dates


stated and the results of its operations for the periods presented.





	
            SECTION 2.06
 	
            ABSENCE OF CERTAIN CHANGES OR EVENTS
 





Since March 31, 2007, except as reported in the Quarterly Report filed


by AVTX with the Securities and Exchange Commission (“SEC”) on Form 10-QSB for


the period ending on that date, and except as contemplated by this Agreement:


(a) there has not been any Material Adverse Change in the business,


operations, properties, assets, or condition of AVTX;






(b) AVTX has not (i) amended its Articles of Incorporation; (ii)


declared or made, or agreed to declare or make, any payment of dividends or


distributions of any assets of any kind whatsoever to stockholders or purchased


or redeemed, or agreed to purchase or redeem, any outstanding capital stock;


(iii) made any material change in its method of management, operation, or


accounting; (iv) entered into any material transaction; or (v) made any accrual


or arrangement for payment of bonuses or special compensation of any kind or any


severance or termination pay to any present or former officer or employee;


(c) AVTX has not (i) borrowed or agreed to borrow any funds or


incurred, or become subject to, any material obligation or liability (absolute


or contingent) except liabilities incurred in the ordinary course of business;


(ii) paid any material obligation or liability (absolute or contingent) other


than current liabilities reflected in or shown on the most recent AVTX balance


sheet, and current liabilities incurred since that date in the ordinary course


of business; (iii) sold or transferred, or agreed to sell or transfer, any


material assets, properties, or rights, or canceled, or agreed to cancel, any


material debts or claims; or (iv) made or permitted any material amendment or


termination of any contract, agreement, or license to which it is a party.





	
            SECTION 2.07
 	
            GOVERNMENTAL AND THIRD PARTY 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 or any third party, including a


party to any agreement with AVTX, the Operating Sub or Merger Sub, is required


by or with respect to AVTX, the Operating Sub or Merger Sub in connection with


the execution and delivery of this Agreement or the consummation of the


<PAGE>


transactions contemplated hereby, except for such consents, waivers, approvals,


orders, authorizations, registrations, declarations and filings as may be


required under (i) applicable securities laws, or (ii) the Nevada Revised


Statues or the DGCL.





	
            SECTION 2.08
 	
            LITIGATION
 





There is no action, suit, investigation, audit or proceeding pending


against, or to the Knowledge of AVTX, threatened against or affecting, AVTX or






the Merger Sub or the Operating Sub or any of their respective assets or


properties before any court or arbitrator or any governmental body, agency or


official.





	
            SECTION 2.09
 	
            INTERESTED PARTY TRANSACTIONS
 





Except as disclosed in the SEC Filings, AVTX is not indebted to any


officer or director of AVTX, and no such person is indebted to AVTX.





	
            SECTION 2.10
 	
            COMPLIANCE WITH APPLICABLE LAWS
 





To the Knowledge of AVTX, the business of each of AVTX, the Operating


Sub and the Merger Sub has not been, and is not being, conducted in violation of


any Applicable Law.





	
            SECTION 2.11
 	
            TAX RETURNS AND PAYMENT
 





AVTX has duly and timely filed all material Tax Returns required to be


filed by it and has duly and timely paid all Taxes shown thereon to be due.


Except as disclosed in Financial Statements filed by AVTX with the SEC, there is


no material claim for Taxes that is a Lien against the property of AVTX other


than Liens for Taxes not yet due and payable, none of which is material. AVTX


has not received written notification of any audit of any Tax Return of AVTX


being conducted or pending by a Tax authority where an adverse determination


could have a Material Adverse Effect on AVTX, no extension or waiver of the


statute of limitations on the assessment of any Taxes has been granted by AVTX


which is currently in effect, and AVTX is not a party to any agreement, contract


or arrangement with any Tax authority or otherwise, which may result in the


payment of any material amount in excess of the amount reflected on the above


referenced AVTX Financial Statements.





	
            SECTION 2.12
 	
            SECURITY LISTING
 





AVTX is a fully compliant reporting company under the Securities


Exchange Act of 1934, as amended (the “EXCHANGE ACT”), and all AVTX public


filings required under the Exchange Act have been made. The common stock of AVTX


is listed for quotation on the OTC Bulletin Board. To the Knowledge of AVTX,


AVTX has not been threatened or is not subject to removal of its common stock


from the OTC Bulletin Board.





	
            SECTION 2.13
 	
            FINDERS’ FEES
 





AVTX has not incurred, nor will it incur, directly or indirectly, any


liability for brokers’ or finders’ fees or agents’ commissions or investment






bankers’ fees or any similar charges in connection with this Agreement or any


transaction contemplated hereby, except that AVTX will owe $25,000 to Jeffrey


Hausig for services rendered in connection with the transactions contemplated by


this Agreement.


<PAGE>


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF SXAN


SXAN hereby represents and warrants to AVTX and to Merger Sub, as of


the date of this Agreement and as of the Effective Time (except as otherwise


indicated), as follows:





	
            SECTION 3.01
 	
            ORGANIZATION, STANDING AND POWER
 





SXAN is a privately held corporation duly incorporated, validly


existing and in good standing under the laws of the State of Delaware, and has


full corporate power and authority to conduct its business as presently


conducted by it and to enter into and perform this Agreement and to carry out


the transactions contemplated by this Agreement. SXAN is duly qualified to do


business as a foreign corporation in each state in which the nature of the


business conducted by it or the character or location of the properties and


assets owned or leased by it make such qualification necessary.





	
            SECTION 3.02
 	
            CAPITALIZATION
 





There are 100,000,000 shares of SXAN capital stock authorized,


consisting of 100,000,000 shares of common stock with $0.00001par value (the


“SXAN COMMON SHARES”). As of the date of this Agreement, there were 10,000


issued and outstanding SXAN Common Shares. No SXAN Common Shares have been


reserved for issuance to any Person, and there are no outstanding rights,


warrants, options or agreements for the purchase of SXAN Common Shares. No


Person is entitled to any rights with respect to the conversion, exchange or


delivery of the SXAN Common Shares. The SXAN Common Shares have been issued in


compliance with Applicable Law.





	
            SECTION 3.03
 	
            AUTHORITY FOR AGREEMENT
 





The execution, delivery and performance of this Agreement by SXAN has


been duly authorized by all necessary corporate action, and this Agreement


constitutes the valid and binding obligation of SXAN and each of the Investors,


enforceable against SXAN and each Investor in accordance with its terms, except






as enforceability may be affected by bankruptcy, insolvency or other laws of


general application affecting the enforcement of creditors’ rights. The


execution and consummation of the transactions contemplated by this Agreement


and compliance with its provisions by SXAN and each of the Investors will not


violate any provision of Applicable Law and will not conflict with or result in


any breach of any of the terms, conditions, or provisions of, or constitute a


default under, SXAN’s Certificate of Incorporation or Bylaws, in each case as


amended, or, to the Knowledge of SXAN, in any material respect, any indenture,


lease, loan agreement or other agreement instrument to which SXAN or any


Investor is a party or by which it or any of them or any of its or their


properties are bound, or any decree, judgment, order, statute, rule or


regulation applicable to SXAN or any Investor.





	
            SECTION 3.04
 	
            GOVERNMENTAL OR THIRD PARTY CONSENT
 





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 or any third party, including a


party to any agreement with SXAN or any Investor, is required by or with respect


to SXAN or any of the Investors in connection with the execution and delivery of


this Agreement or the consummation of the transactions contemplated hereby,


except for such consents, waivers, approvals, orders, authorizations,


registrations, declarations and filings as may be required under (i) applicable


securities laws, or (ii) the DGCL.


<PAGE>





	
            SECTION 3.05
 	
            BUSINESS OPERATIONS AND LIABILITIES - SXAN.
 





SXAN has conducted no business operations other than the acquisition of


ownership of the capital stock of TXFF. SXAN has no liabilities other than


liabilities incurred in the ordinary course that will not exceed $10,000 on the


Closing Date.





	
            SECTION 3.06
 	
            ORGANIZATION AND STANDING - TXFF.
 





TXFF is a corporation duly organized, validly existing and in good


standing under the laws of the People’s Republic of China. TXFF has full power


and authority to carry on its business as now conducted and to own and operate


its assets, properties and business.









	
            SECTION 3.07
 	
            OWNERSHIP OF TXFF SHARES.
 





SXAN is the owner of one hundred percent (100%) the registered capital


stock of TXFF, free and clear of all Liens, encumbrances, and restrictions


whatsoever. No Person has any right to acquire capital stock of TXFF, whether by


tender of consideration or otherwise.





	
            SECTION 3.08.
 	
            CORPORATE RECORDS.
 





All of the books and records of each of SXAN and TXFF including,


without limitation, its books of account, corporate records, minute book, stock


certificate books and other records are up-to-date, complete and reflect


accurately and fairly the conduct of its business in all material respects since


its date of incorporation. All reports, returns and statements currently


required to be filed by either SXAN or TXFF with any government agency with


respect to the business and operations of SXAN or TXFF have been filed or valid


extensions have been obtained in accordance with normal procedures and all


governmental reporting requirements have been complied with.





	
            SECTION 3.09
 	
            FINANCIAL STATEMENTS - TXFF
 





The financial statements of TXFF for the years ended June 30, 2006 and


2005 previously delivered to AVTX have been prepared in accordance with


accounting principles generally accepted in the United States and fairly present


the financial condition of TXFF at the date presented and the results of


operations of TXFF for those two years.





	
            SECTION 3.10
 	
            TAXES.
 





Each of SXAN and TXFF has filed all Tax Returns that it is required to


file with all governmental agencies, wherever situate, and has paid or accrued


for payment all Taxes as shown on such returns except for Taxes being contested


in good faith. There is no material claim for Taxes that is a Lien against the


property of SXAN or TXFF other than Liens for Taxes not yet due and payable. All


Taxes due and owing by either SXAN or TXFF have been paid. Neither SXAN or TXFF


is the beneficiary of any extension of time within which to file any tax return.





	
            SECTION 3.11
 	
            PENDING ACTIONS.
 





There are no material legal actions, lawsuits, proceedings or


investigations, either administrative or judicial, pending or threatened,


against or affecting SXAN, TXFF, or against TXFF’s Officers or Directors that


arose out of their operation of TXFF. Neither SXAN, TXFF, nor any of TXFF’s






Officers or Directors are subject to any order, writ, judgment, injunction,


decree, determination or award of any court, arbitrator or administrative,


<PAGE>


governmental or regulatory authority or body which would be likely to have a


material adverse effect on the business of TXFF or SXAN.





	
            SECTION 3.12
 	
            INTELLECTUAL PROPERTY AND INTANGIBLE ASSETS.
 





To the knowledge of SXAN, TXFF has full legal right, title and interest


in and to all of the intellectual property utilized in the operation of its


business. TXFF has not received any written notice that the rights of any other


person are violated by the use by TXFF of the intellectual property. None of the


intellectual property has ever been declared invalid or unenforceable, or is the


subject of any pending or, to the knowledge of any of the SXAN Shareholders,


threatened action for opposition, cancellation, declaration, infringement, or


invalidity, unenforceability or misappropriation or like claim, action or


proceeding.





	
            SECTION 3.13.
 	
            COMPLIANCE WITH LAWS.
 





TXFF’s operations have been conducted in all material respects in


accordance with all applicable statutes, laws, rules and regulations. TXFF Is


not in violation of any law, ordinance or regulation of the People’s Republic of


China or of any other jurisdiction. TXFF holds all the environmental, health and


safety and other permits, licenses, authorizations, certificates and approvals


of governmental authorities (collectively, “Permits”) necessary or proper for


the current use, occupancy or operation of its business, and all of the Permits


are now in full force and effect.





	
            SECTION 3.14
 	
            FINDERS’ FEES
 





Neither SXAN nor TXFF has incurred, nor will it incur, directly or


indirectly, any liability for brokers’ or finders’ fees or agents’ commissions


or investment bankers’ fees or any similar charges in connection with this


Agreement or any transaction contemplated hereby.


ARTICLE IV


CERTAIN COVENANTS AND AGREEMENTS





	
            SECTION 4.01
 	
            COVENANTS OF SXAN
 





SXAN covenants and agrees that, during the period from the date of this


Agreement until the Closing Date, SXAN shall, other than as contemplated by this






Agreement or for the purposes of effecting the Closing pursuant to this


Agreement, conduct its business as presently operated and solely in the ordinary


course, and consistent with such operation, and, in connection therewith,


without the written consent of AVTX:


(a) shall not amend its Certificate of Incorporation or Bylaws;


(b) shall not pay or agree to pay to any employee, officer or director


compensation that is in excess of the current compensation level of such


employee, officer or director other than salary increases or payments made in


the ordinary course of business or as otherwise provided in any contracts or


agreements with any such employees;


(c) shall not merge or consolidate with any other entity or acquire or


agree to acquire any other entity;


<PAGE>


(d) shall not sell, transfer, or otherwise dispose of any material


assets required for the operations of SXAN’s business, except in the ordinary


course of business consistent with past practices;


(e) shall not declare or pay any dividends on or make any distribution


of any kind with respect to the SXAN Shares; and


(f) shall use commercially reasonable efforts to comply with and not be


in default or violation under any known law, regulation, decree or order


applicable to SXAN’s business, operations or assets where such violation would


have a Material Adverse Effect on SXAN.





	
            SECTION 4.02
 	
            COVENANTS OF AVTX
 





AVTX covenants and agrees that, during the period from the date of this


Agreement until the Closing Date, AVTX shall not, other than as contemplated by


this Agreement or for the purposes of effecting the Closing pursuant to this


Agreement, conduct its business as presently operated and solely in the ordinary


course, and consistent with such operation, and, in connection therewith,


without the written consent of SXAN:


(a) shall not amend its Articles of Incorporation or Bylaws, except to


create the Series B Preferred Shares, as provided in Section 1.02 (a);


(b) shall not pay or agree to pay to any employee, officer or director


compensation of any kind or amount;


(c) shall not merge or consolidate with any other entity or acquire or






agree to acquire any other entity;


(d) shall not create, incur, assume, or guarantee any material


indebtedness for money borrowed except in the ordinary course of business, or


create or suffer to exist any mortgage, Lien or other encumbrance on any of its


material assets;


(e) shall not make any material capital expenditure or series of


capital expenditures except in the ordinary course of business;


(f) shall not declare or pay any dividends on or make any distribution


of any kind with respect to AVTX;


(g) shall not issue any additional shares of AVTX capital stock or take


any action affecting the capitalization of AVTX or the AVTX Common or Preferred


Shares; and


(h) shall not grant any severance or termination pay to any director,


officer or any other employees of AVTX.





	
            SECTION 4.03
 	
            COVENANTS OF THE PARTIES
 





(a) TAX-FREE REORGANIZATION. The Parties intend that the Merger qualify


as a Tax-free “reorganization” under Sections 368(a) of the Code, as amended,


and the Parties will take the position for all purposes that the Merger shall


qualify as a reorganization under such Section. In addition, the Parties


covenant and agree that they will not engage in any action, or fail to take any


<PAGE>


action, which action or failure to take action would reasonably be expected to


cause the Merger to fail to qualify as a Tax-free “reorganization” under Section


368(a) of the Code, whether or not otherwise permitted by the provisions of this


Agreement.;


(b) ANNOUNCEMENT. Neither SXAN, on the one hand, nor AVTX on the other


hand, shall issue any press release or otherwise make any public statement with


respect to this Agreement or the transactions contemplated hereby without the


prior consent of the other Party (which consent shall not be unreasonably


withheld), except as may be required by applicable law or securities regulation.


Upon execution of this Agreement, AVTX shall issue a press release, which shall


be approved by SXAN, and file a Current Report on Form 8-K reporting the


execution of the Agreement.


(c) NOTIFICATION OF CERTAIN MATTERS. SXAN shall give prompt written






notice to AVTX, and AVTX shall give prompt written notice to SXAN, of:


(i) The occurrence or nonoccurrence of any event the


occurrence or nonoccurrence of which would be reasonably likely to cause any


representation or warranty contained in this Agreement to be untrue or


inaccurate in any material respect at or prior to the Effective Time; and


(ii) Any material failure of SXAN or any of the Investors on


the one hand, or AVTX, on the other hand, to comply with or satisfy any


covenant, condition or agreement to be complied with or satisfied by it


hereunder.


(d) REASONABLE BEST EFFORTS. Before Closing, upon the terms and subject


to the conditions of this Agreement, the Parties agree to use their respective


reasonable best efforts to take, or cause to be taken, all actions, and to do,


or cause to be done, all things necessary, proper or advisable (subject to


applicable laws) to consummate and make effective the Share Purchase and the


Merger and other transactions contemplated by this Agreement as promptly as


practicable including, but not limited to:


(i) The preparation and filing of all forms, registrations and


notices required to be filed to consummate the Share Purchase and the Merger,


including without limitation, any approvals, consents, orders, exemptions or


waivers by any third party or governmental entity; and


(ii) The satisfaction of the Party’s conditions precedent to


Closing.





	
             
 	
            (e)
 	
            ACCESS TO INFORMATION
 





(i) INSPECTION BY SXAN. AVTX will make available for


inspection by SXAN, during normal business hours and in a manner so as not to


interfere with normal business operations, all of AVTX’s and the Operating Sub’s


records (including tax records), books of account, premises, contracts and all


other documents in AVTX’s or the Operating Sub’s possession or control that are


reasonably requested by SXAN to inspect and examine the business and affairs of


AVTX and the Operating Sub. AVTX will cause its managerial employees and regular


independent accountants to be available upon reasonable advance notice to answer


questions of SXAN concerning the business and affairs of AVTX and the Operating


Sub. SXAN will treat and hold as confidential any information it receives from


AVTX in the course of the reviews contemplated by this Section 4.03(e). No






examination by SXAN will, however, constitute a waiver or relinquishment by SXAN


of its rights to rely on AVTX’s covenants, representations and warranties made


herein or pursuant hereto.


(ii) INSPECTION BY AVTX. SXAN will, if requested, make


available for inspection by AVTX, during normal business hours and in a manner


so as not to interfere with normal business operations, all of SXAN’s and TXFF’s


records (including tax records), books of account, premises, contracts and all


<PAGE>


other documents in SXAN’s possession or control that are reasonably requested by


AVTX to inspect and examine the business and affairs of SXAN or TXFF. SXAN will


cause its managerial employees and regular independent accountants to be


available upon reasonable advance notice to answer questions of AVTX concerning


the business and affairs of SXAN and TXFF. AVTX will treat and hold as


confidential any information it receives from SXAN in the course of the reviews


contemplated by this Section 4.03(e). No examination by AVTX will, however,


constitute a waiver or relinquishment by AVTX of its rights to rely on SXAN’s


covenants, representations and warranties made herein or pursuant hereto.


(f) PROTECTION AGAINST DILUTION. AVTX and SXAN jointly, for the benefit


of the Principal Shareholders, covenant that at no time prior to the first


anniversary of the Closing will AVTX issue any equity securities without the


written consent of Gary Ball, unless the securities are issued in consideration


of a payment of cash to AVTX in an amount determined by the Board of Directors


to be the fair value of the securities.


ARTICLE V


CONDITIONS PRECEDENT





	
            SECTION 5.01
 	
            CONDITIONS PRECEDENT TO THE PARTIES’ OBLIGATIONS
 





The obligations of the Parties as provided herein shall be subject to


each of the following conditions precedent, unless waived in writing by both


AVTX and SXAN:


(a) CONSENTS, APPROVALS. The Parties shall have obtained all necessary


consents and approvals of their respective boards of directors, and all


consents, approvals and authorizations required under their respective charter


documents, and all material consents, including any material consents and


waivers by the Parties’ respective lenders and other third-parties, if






necessary, to the consummation of the transactions contemplated by this


Agreement.


(b) SHAREHOLDER APPROVAL. This Agreement and the transactions


contemplated hereby shall have been approved by the shareholders of SXAN in


accordance with the applicable provisions of the DGCL and its bylaws.


(c) ABSENCE OF CERTAIN LITIGATION. No action or proceeding shall be


threatened or pending before any governmental entity or authority which, in the


reasonable opinion of counsel for the Parties, is likely to result in a


restraint, prohibition or the obtaining of damages or other relief in connection


with this Agreement or the consummation of the transactions contemplated hereby.


(d) OPERATING SUBSIDIARY AGREEMENT. AVTX shall have entered into an


agreement (the “OPERATING SUBSIDIARY AGREEMENT,” in the form attached hereto as


SCHEDULE 5.01 (D)) with the Operating Sub and the individuals identified as


“Managers” in the Operating Subsidiary Agreement regarding (i) the transfer to


the Operating Sub of all of the assets and liabilities of AVTX, (ii) the


management and operation of the Operating Sub following the Closing, (iii) the


indemnification by the Operating Sub and by the AVTX Principal Shareholders of


AVTX and SXAN (and their respective officers, directors and shareholders) from


and against all liabilities of the Operating Sub existing on the Closing Date or


arising thereafter, and (iv) the spinning off of the stock of the Operating Sub


to the holders of AVTX common stock and AVTX Series A Preferred Stock when the


registration statement with respect to the common stock of the Operating Sub has


become effective.


<PAGE>





	
            SECTION 5.02
 	
            CONDITIONS PRECEDENT TO THE OBLIGATIONS OF AVTX
 





The obligations of AVTX on the Closing Date as provided herein shall be


subject to the satisfaction, on or prior to the Closing Date, of the following


conditions precedent, unless waived in writing by AVTX:


(a) CONSENTS AND APPROVALS. SXAN shall have obtained all material


consents, including any material consents and waivers by SXAN’s lenders and


other third parties, if necessary, to the consummation of the transactions


contemplated by this Agreement.


(b) REPRESENTATIONS AND WARRANTIES. The representations and warranties


by SXAN in Article III herein shall be true and accurate in all material






respects on and as of the Closing Date with the same force and effect as though


such representations and warranties had been made at and as of the Closing Date,


except to the extent that any changes therein are specifically contemplated by


this Agreement.


(c) PERFORMANCE. SXAN shall have performed and complied in all material


respects with all agreements to be performed or complied with by it pursuant to


this Agreement at or prior to the Closing.


(d) PROCEEDINGS AND DOCUMENTS. All corporate, company and other


proceedings in connection with the transactions contemplated by this Agreement


and all documents and instruments incident to such transactions shall be


reasonably satisfactory in substance and form to AVTX and its counsel, and AVTX


and its counsel shall have received all such counterpart originals (or certified


or other copies) of such documents as they may reasonably request.


(e) CERTIFICATE OF GOOD STANDING. SXAN shall have delivered to AVTX a


certificate as to the good standing of SXAN certified by the Secretary of State


of the State of Delaware on or within fourteen (14) business days prior to the


Closing Date.


(f) MATERIAL CHANGES. Except as contemplated by this Agreement, since


the date hereof, SXAN shall not have suffered a Material Adverse Effect, and,


without limiting the generality of the foregoing, there shall be no pending


litigation to which SXAN is a party which is reasonably likely to have a


Material Adverse Effect on SXAN.


(g) DUE DILIGENCE. AVTX shall have completed to its own satisfaction


due diligence in relation to SXAN, except that this shall cease to be a


condition precedent unless on or prior to May 21, 2007 AVTX shall have delivered


a written notice stating that it is not satisfied with the results of its due


diligence.


(h) SEC FILING. No less than one week prior to the Closing, SXAN shall


have delivered to AVTX the financial statements, report of SXAN’s independent


registered public accountant, and other information required for inclusion in


the Current Report that AVTX will file with the SEC within four business days


after the Closing.


(i) SURRENDER OF OPERATING SUBSIDIARY DIVIDEND. The Investors shall


have executed the Agreement re Operating Subsidiary Dividend in the form of






SCHEDULE 5.02 (I) hereto for the purpose of stating their promise to surrender


for cancellation all shares of stock of the Operating Sub which they receive as


holders of AVTX common stock as a result of the spin off transaction referenced


in Section 5.01 (d).


<PAGE>





	
            SECTION 5.03
 	
            CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SXAN
 





The obligations of SXAN and the Investors on the Closing Date as


provided herein shall be subject to the satisfaction, on or prior to the Closing


Date, of the following conditions precedent, unless waived in writing by SXAN


and the Investors:


(a) CONSENTS AND APPROVALS. AVTX, the Operating Sub and the Merger Sub


shall have obtained all material consents, including any material consents and


waivers of its respective lenders and other third parties, if necessary, to the


consummation of the transactions contemplated by this Agreement.


(b) REPRESENTATIONS AND WARRANTIES. The representations and warranties


by AVTX and Merger Sub in Article II herein shall be true and accurate in all


material respects on and as of the Closing Date with the same force and effect


as though such representations and warranties had been made at and as of the


Closing Date, except to the extent that any changes therein are specifically


contemplated by this Agreement.


(c) PERFORMANCE. Each of AVTX and Merger Sub shall have performed and


complied in all material respects with all agreements to be performed or


complied with by it pursuant to this Agreement prior to or at the Closing.


(d) PROCEEDINGS AND DOCUMENTS. All corporate, company and other


proceedings in connection with the transactions contemplated by this Agreement


and all documents and instruments incident to such transactions shall be


reasonably satisfactory in substance and form to SXAN and its counsel, and SXAN


and its counsel shall have received all such counterpart originals (or certified


or other copies) of such documents as they may reasonably request.


(e) CERTIFICATES OF GOOD STANDING. AVTX shall have delivered to SXAN a


certificate as to its and the Operating Sub’s good standing in the State of


Nevada, and the Merger Sub shall have delivered to SXAN a certificate as to its


good standing in the State of Delaware, in each case certified by the Secretary


of State not more than fourteen (14) business days prior to the Closing Date.






(f) MATERIAL CHANGES. Except as contemplated by this Agreement, since


the date hereof, neither AVTX, the Operating Sub nor the Merger Sub shall have


suffered a Material Adverse Effect and, without limiting the generality of the


foregoing, there shall be no pending litigation to which AVTX, the Operating Sub


or the Merger Sub is a party which is reasonably likely to have a Material


Adverse Effect on AVTX, the Operating Sub or the Merger Sub.


(g) DUE DILIGENCE. SXAN shall have completed to its own satisfaction


due diligence in relation to AVTX, except that this shall cease to be a


condition precedent unless on or prior to May 21, 2007 SXAN shall have delivered


a written notice stating that it is not satisfied with the results of its due


diligence;


(h) STATUS OF AVTX. As at the Effective Time of the Merger, AVTX (i)


shall be a fully compliant reporting public company under the Exchange Act, and


shall be current in all of its reports required to be filed under the Exchange


Act, (ii) shall not have been threatened or subject to delisting from the OTC


Bulletin Board, and (iii) shall have outstanding 39,527,897 AVTX Common Shares


(excluding the Purchased Shares) and 27,011,477 Series A Preferred Shares; and


there shall be no other AVTX Preferred Shares outstanding nor, except as


provided hereunder, any options, warrants or rights to acquire capital stock of


AVTX whether for additional consideration or on conversion.


<PAGE>


(i) CERTIFICATE OF DESIGNATION. The Board of Directors of AVTX shall


have filed in the Office of the Secretary of State of the State of Nevada a


Certificate of Designation of the Series B Preferred Shares in the form of


Schedule 1.02 hereto.


(j) AVTX BOARD OF DIRECTORS. At the Effective Time of the Merger or in


accordance with applicable law, all of the officers and members of the board of


directors of AVTX shall tender their resignations as officers and directors of


AVTX, and the vacancies created on the AVTX board of directors shall be filled


by persons designated by the Board of Directors of SXAN.


(l) INFORMATION STATEMENT. No less than ten days prior to the Closing,


AVTX shall have filed with the SEC and mailed to its shareholders of record an


information statement containing the information required by SEC Rule 14f-1,


which shall be provided by SXAN and shall be reasonably acceptable in form and






substance to AVTX.


(m) AGREEMENT RE: SERIES A PREFERRED SHARES. The Principal Shareholders


shall have executed an Agreement re: Series A Preferred Shares, in the form of


Schedule 5.03 (m) attached hereto, stating their promises (A) not to convert any


of the AVTX Series A Preferred Shares until the registration statement


referenced in Section 5.01 (d) with respect to the Operating Sub common stock


becomes effective; and (B) to execute and deliver to the Investors at the


Closing an irrevocable voting proxy, to be dated on the date of conversion and


to be effective for a period of one-year thereafter, with respect to the shares


of AVTX common stock issued to the Principal Shareholders upon conversion of


their Series A Preferred Shares.


ARTICLE VI


TERMINATION





	
            SECTION 6.01
 	
            TERMINATION
 





This Agreement may be terminated and the Merger may be abandoned at any time


prior to the Effective Time by:


(a) The mutual written consent of the Boards of Directors of AVTX and


SXAN;


(b) Either AVTX, on the one hand, or SXAN, on the other hand, if any


governmental entity or court of competent jurisdiction shall have issued an


order, decree or ruling or taken any other action (which order, decree, ruling


or other action the Parties shall use their commercially reasonable best efforts


to lift), which restrains, enjoins or otherwise prohibits the Share Purchase or


the Merger or the issuance of the Series B Preferred Shares as contemplated


herein and such order, decree, ruling or other action shall have become final


and non-appealable;


(c) AVTX, if SXAN or any of the Investors shall have breached in any


material respect any of its or his representations, warranties, covenants or


other agreements contained in this Agreement, and the breach cannot be or has


not been cured within thirty (30) calendar days after the giving of written


notice by AVTX to SXAN, or by AVTX, if it is not satisfied with the results of


its due diligence investigation and it so notifies SXAN on or before May 21,


2007;


(d) SXAN, if AVTX shall have breached in any material respect any of






its representations, warranties, covenants or other agreements contained in this


Agreement, and the breach cannot be or has not been cured within thirty (30)


calendar days after the giving of written notice by SXAN to AVTX, or by SXAN if


<PAGE>


it is not satisfied with the results of its due diligence investigation and it


so notifies AVTX on or before May 21, 2007; or


(e) Without any action on the part of the Parties if required by


Applicable Law or if the Closing shall not be consummated by June 30, 2007,


unless extended by written agreement of AVTX and SXAN.





	
            SECTION 6.02
 	
            EFFECT OF TERMINATION
 





If this Agreement is terminated as provided in Section 6.01, written


notice of such termination shall be given by the terminating Party to the other


Party specifying the provision of this Agreement pursuant to which such


termination is made, this Agreement shall become null and void and there shall


be no liability on the part of AVTX, SXAN or the Investors, PROVIDED, however,


that (a) the provisions of Article VII hereof shall survive the termination of


this Agreement; (b) nothing in this Agreement shall relieve any Party from any


liability or obligation with respect to any willful breach of this Agreement;


and (c) termination shall not affect accrued rights or liabilities of any party


at the time of such termination.


ARTICLE VII


CONFIDENTIALITY





	
            SECTION 7.01
 	
            CONFIDENTIALITY
 





AVTX and the AVTX Principal Shareholders, on the one hand, and SXAN and


the Investors, on the other hand, will keep confidential all information and


documents obtained from the other, including but not limited to any information


or documents provided pursuant to Section 4.03(e) hereof (except for any


information disclosed to the public pursuant to a press release authorized by


the Parties); and in the event the Closing does not occur or this Agreement is


terminated for any reason, will promptly return such documents and all copies of


such documents and all notes and other evidence thereof, including material


stored on a computer, and will not use such information for its own advantage,


except to the extent that (i) the information must be disclosed by law, (ii) the


information becomes publicly available by reason other than disclosure by the






Party subject to the confidentiality obligation, (iii) the information is


independently developed without use of or reference to the other Party’s


confidential information, (iv) the information is obtained from another source


not obligated to keep such information confidential, or (v) the information is


already publicly known or known to the receiving Party when disclosed as


demonstrated by written documentation in the possession of such Party at such


time.


ARTICLE VIII


INDEMNIFICATION





	
            SECTION 8.01
 	
            INDEMNIFICATION BY AVTX
 





AVTX and the AVTX Principal Shareholders agree, jointly and severally,


to indemnify, defend and hold harmless each of SXAN, any subsidiary or affiliate


thereof and each person who is now, or has been at any time prior to the date


hereof or who becomes prior to the Closing, a shareholder, officer, director or


partner of SXAN, any subsidiary or affiliate thereof or an employee of SXAN, any


subsidiary or affiliate thereof and their respective heirs, legal


representatives, successors and assigns (the “SXAN INDEMNIFIED PARTIES”) against


all losses, claims, damages, costs, expenses (including reasonable attorneys’


fees), liabilities or judgments or amounts that are paid in settlement of or in


connection with any threatened or actual third party claim, action, suit,


proceeding or investigation based in whole or in part on or arising in whole or


in part out of (i) any material breach of this Agreement by AVTX, or any


<PAGE>


subsidiary or affiliate thereof, including but not limited to failure of any


representation or warranty to be true and correct at or before the Closing, or


(ii) any willful or grossly negligent act, omission or conduct of any officer,


director or agent of AVTX or any subsidiary or affiliate thereof prior to the


Closing, whether asserted or claimed prior to, at or after, the Closing. Any


SXAN Indemnified Party wishing to claim indemnification under this Section 8.01,


upon learning of any such claim, action, suit, proceeding or investigation,


shall notify AVTX in writing, but the failure to so notify shall not relieve


AVTX from any liability that it may have under this Section 8.01, except to the


extent that such failure would materially prejudice AVTX.





	
            SECTION 8.02
 	
            INDEMNIFICATION BY SXAN
 









SXAN shall indemnify, defend and hold harmless each of AVTX, any


subsidiary or affiliate thereof and each person who is now, or has been at any


time prior to the date hereof or who becomes prior to the Closing, a


shareholder, officer, director or partner of AVTX, any subsidiary or affiliate


thereof or an employee of AVTX, any subsidiary or affiliate thereof and their


respective heirs, legal representatives, successors and assigns (the “AVTX


INDEMNIFIED PARTIES”) against all losses, claims, damages, costs, expenses


(including reasonable attorneys’ fees), liabilities or judgments or amounts that


are paid in settlement of or in connection with any threatened or actual third


party claim, action, suit, proceeding or investigation based in whole or in part


on or arising in whole or in part out of (i) any material breach of this


Agreement by SXAN, any Investor or any subsidiary or affiliate thereof,


including but not limited to failure of any representation or warranty to be


true and correct at or before the Closing, or (ii) any willful or negligent act,


omission or conduct of any officer, director or agent of SXAN or any subsidiary


or affiliate thereof prior to the Closing, whether asserted or claimed prior to,


at or after, the Closing. Any AVTX Indemnified Party wishing to claim


indemnification under this Section 8.02, upon learning of any such claim,


action, suit, proceeding or investigation, shall notify SXAN in writing, but the


failure to so notify shall not relieve SXAN from any liability that it may have


under this Section 8.02, except to the extent that such failure would materially


prejudice SXAN.





	
            SECTION 8.03
 	
            INDEMNIFICATION OF EXCHANGE AGENT
 





AVTX, SXAN, the Operating Sub and Merger Sub (for the purposes of this


Section 8.03, the “INDEMNITORS”) agree to indemnify the Exchange Agent and his


employees and agents (collectively, the “INDEMNITEES”) against, and hold them


harmless of and from, any and all loss, liability, cost, damage and expense,


including without limitation, reasonable counsel fees, which the Indemnitees, or


any of them, may suffer or incur by reason of any action, claim or proceeding


brought against the Indemnitees, or any one of them, arising out of or relating


in any way to the Exchange Agent’s service in such capacity, unless such action,


claim or proceeding is the result of the willful misconduct or gross negligence


of any of the Indemnitees.


ARTICLE IX






MISCELLANEOUS





	
            SECTION 9.01
 	
            EXPENSES
 





Except as contemplated by this Agreement, all costs and expenses


incurred in connection with this Agreement and the consummation of the


transactions contemplated by this Agreement shall be paid by the Party incurring


such expenses.


<PAGE>





	
            SECTION 9.02
 	
            APPLICABLE LAW
 





Except to the extent that the law of the State of Delaware is


mandatorily applicable to the Merger (which shall be governed by the DGCL), this


Agreement shall be governed by the laws of the State of Nevada, without giving


effect to the principles of conflicts of laws thereof, as applied to agreements


entered into and to be performed in such state.





	
            SECTION 9.03
 	
            NOTICES
 





All notices and other communications under this Agreement shall be in


writing and shall be deemed to have been duly given or made as follows:


(a) If sent by reputable overnight air courier (such as Federal


Express), 2 business days after being sent;


(b) If sent by facsimile transmission, with a copy mailed on the same


day in the manner provided in clause (a) above, when transmitted and receipt is


confirmed by the fax machine; or


(c) If otherwise actually personally delivered, when delivered.


All notices and other communications under this Agreement shall be sent


or delivered as follows:


If to SXAN and/or the Investors, to:


Dr. Huakang Zhou


American SXAN Biotech, Inc.


18 Kimberly Court


East Hanover, NJ 07936


Telephone: 973-462-8777


Facsimile: 973-966-8870


with a copy to (which shall not constitute notice):


Robert Brantl, Esq.


52 Mulligan Lane






Irvington, NY 10533


Telephone:  914-693-3026





	
             
 	
            Facsimile:
 	
            914-693-1807
 





If to AVTX and/or the AVTX Principal Shareholders, to:


Gary Ball


Infrared Systems International, Inc.


15 North Longspur Drive


Woodlands, TX  77380


Telephone:  281-419-1955


Facsimile:


<PAGE>


with a copy to (which shall not constitute notice):


Edward T. Swanson, Esq.


1135 17th Street #E


Santa Monica, CA 90403


Telephone:  310-315-2828


Facsimile:  310-828-6138


Each Party may change its address by written notice in accordance with


this Section.





	
            SECTION 9.04
 	
            ENTIRE AGREEMENT
 





This Agreement (including the documents and instruments referred to in


this Agreement) contains the entire understanding of the Parties with respect to


the subject matter contained in this Agreement, and supersedes and cancels all


prior agreements, negotiations, correspondence, undertakings and communications


of the Parties, oral or written, respecting such subject matter including the


Letter of Intent made by SXAN and AVTX dated April 20, 2007.





	
            SECTION 9.05
 	
            ASSIGNMENT
 





Neither this Agreement nor any of the rights, interests or obligations


under this Agreement shall be assigned by any of the Parties (whether by


operation of law or otherwise) without the prior written consent of the other


Parties; PROVIDED that in no event may the right to indemnification provided by


Article VIII hereto be assigned by any of the Parties, with or without consent,


except by operation of law. Subject to the immediately foregoing sentence of


this Section 9.05, this Agreement will be binding upon, inure to the benefit of






and be enforceable by, the Parties and their respective successors, assigns,


heirs and representatives.





	
            SECTION 9.06
 	
            COUNTERPARTS; FACSIMILE EXECUTION
 





This Agreement may be executed in one or more counterparts, each of


which shall be deemed to be an original but all of which shall be considered one


and the same agreement. Execution and delivery of this Agreement by facsimile


shall be deemed to be equivalent to the execution and delivery of an original.





	
            SECTION 9.07
 	
            NO THIRD PARTY BENEFICIARIES
 





Except as expressly provided by this Agreement, nothing herein is


intended to confer upon any person or entity not a Party to this Agreement any


rights or remedies under or by reason of this Agreement.





	
            SECTION 9.08
 	
            RULES OF CONSTRUCTION
 





The Parties agree that they have been represented by counsel during the


negotiation and execution of this Agreement and, therefore, waive the


application of any law, regulation, holding or rule of construction providing


that ambiguities in an agreement or other document will be construed against the


party drafting such agreement or document.


<PAGE>


IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of


the date first above written.


ADVANCE TECHNOLOGIES, INC.


By: /s/ GARY BALL





	
            Name:
 	
            Gary Ball
 





Title:  President


SXAN ACQUISITION CORP.


By: /s/ GARY BALL





	
            Name:
 	
            Gary Ball
 





Title:  President


AMERICAN SXAN BIOTECH, INC.





	
             
 	
            By: /s/ HUAKANG ZHOU
 





Name: Huakang Zhou


Title:  President and Chief Executive Officer





	
            INVESTOR
 	
            PRINCIPAL SHAREHOLDERS
 









	
            /s/ HUAKANG ZHOU
 	
            /s/ GARY BALL
 









	
             
 	
            Huakang Zhou
 	
            Gary Ball
 









/s/ WENDY BALL


Wendy Ball


</TEXT>


</DOCUMENT>