f10sbex10i_dibz.htm


    


    


    SHARE
      EXCHANGE AGREEMENT

    


    


    THIS
      AGREEMENT is made as of the 25th day of January, 2007

    


    AMONG:

    


    HAYSTAR
      SERVICES AND TECHNOLOGY, INC., a corporation formed pursuant to the
      laws of the State of Nevada and having an office for business at 4741 Central,
      #458, Kansas City, Missouri  64112. (“Haystar”)

     

    AND:

     

    DIBZ
      INTERNATIONAL, INC., a company formed pursuant to the laws of the State
      of Delaware and having an office for business located at 9595 Six Pines – Market
      Street, Building 8, Level 2, The Woodlands, TX 77380 ("Dibz")

    


    AND:

    


    The
      shareholders of Dibz, each of whom are set forth on the signature page of this
      Agreement (the “Dibz Shareholders”)

    


    
      WHEREAS:

    

     

    A.              The
      Dibz Shareholders own 100 shares of common stock, $0.001 par value, being 100%
      of the presently issued and outstanding Dibz Shares;

    


    B.              Haystar
      is a company whose common stock is quoted on the Pink Sheets under the symbol
      HYSR; and

    


    C.           The
      respective Boards of Directors of Haystar and Dibz deem it advisable and in
      the
      best interests of Haystar and Dibz that Dibz become a wholly-owned subsidiary
      of
      Haystar (the “Acquisition”) pursuant to this Agreement.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the
      premises and the mutual covenants, agreements, representations and warranties
      contained herein, and other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto hereby agree
      as
      follows:

    


    


    ARTICLE
      1

    DEFINITIONS
      AND INTERPRETATION

    


    Definitions

    


    1.1  In
      this
      Agreement the following terms will have the following meanings:

    


    
      	
              (a)  

            	
              “Acquisition”
                means the Acquisition, at the Closing, of Dibz by Haystar pursuant
                to this
                Agreement;

            


    

    


    
      	
              (b)  

            	
              “Acquisition
                Shares” means the 39,474 Haystar Preferred Shares to be issued to
                the Dibz Shareholders at Closing pursuant to the terms of the
                Acquisition;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (c)  

            	
              “Agreement”
                means this share exchange agreement among Haystar, Dibz, and the
                Dibz
                Shareholders;

            


    

    


    
      	
              (d)  

            	
              “Haystar
                Accounts Payable and Liabilities” means all accounts payable and
                liabilities of Haystar, on a consolidated basis, due and owing or
                otherwise constituting a binding obligation of Haystar and its
                subsidiaries (other than a Haystar Material Contract) as of September
                30,
                2006 as set forth is Schedule “A”
hereto;

            


    

    


    
      	
              (e)  

            	
              “Haystar
                Accounts Receivable” means all accounts receivable and other
                debts owing to Haystar, on a consolidated basis, as of September
                30, 2006
                as set forth in Schedule “B”
hereto;

            


    

    


    
      	
              (f)  

            	
              “Haystar
                Assets” means the undertaking and all the property and assets of
                the Haystar Business of every kind and description wheresoever situated
                including, without limitation, Haystar Equipment, Haystar Inventory,
                Haystar Material Contracts, Haystar Accounts Receivable, Haystar
                Cash,
                Haystar Intangible Assets and Haystar Goodwill, and all credit cards,
                charge cards and banking cards issued to
                Haystar;

            


    

    


    
      	
              (g)  

            	
              “Haystar
                Bank Accounts” means all of the bank accounts, lock boxes and
                safety deposit boxes of Haystar and its subsidiaries or relating
                to the
                Haystar Business as set forth in Schedule “C”
                hereto;

            


    

    


    
      	
              (h)  

            	
              “Haystar
                Business” means all aspects of any business conducted by Haystar
                and its subsidiaries;

            


    

    


    
      	
              (i)  

            	
              “Haystar
                Cash” means all cash on hand or on deposit to the credit of
                Haystar and its subsidiaries on the Closing
                Date;

            


    

    


    
      	
              (j)  

            	
              “Haystar
                Common Shares” means the shares of common stock in the capital of
                Haystar;

            


    

    


    
      	
              (k)  

            	
              “Haystar
                Debt to Related Parties” means the debts owed by Haystar to any
                affiliate, director or officer of Haystar as described in Schedule
“D”
                hereto;

            


    

    


    
      	
              (l)  

            	
              “Haystar
                Equipment” means all machinery, equipment, furniture, and
                furnishings used in the Haystar Business, including, without limitation,
                the items more particularly described in Schedule “E”
                hereto;

            


    

    


    
      	
              (m)  

            	
              “Haystar
                Financial Statements” means, collectively, the audited
                consolidated financial statements of Haystar for the fiscal year
                ended
                December 31, 2005, together with the unqualified auditors' report
                thereon,
                and the unaudited consolidated financial statements of Haystar for
                the
                nine month period ended September 30, 2006, true copies of which
                are
                attached as Schedule “F” hereto;

            


    

    


    
      	
              (n)  

            	
              “Haystar
                Goodwill” means the goodwill of the Haystar Business including
                the right to all corporate, operating and trade names associated
                with the
                Haystar Business, or any variations of such names as part of or in
                connection with the Haystar Business, all books and records and other
                information relating to the Haystar Business, all necessary licenses
                and
                authorizations and any other rights used in connection with the Haystar
                Business;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (o)  

            	
              “Haystar
                Insurance Policies” means the public liability insurance and
                insurance against loss or damage to the Haystar Assets and the Haystar
                Business as described in Schedule “G”
hereto;

            


    

    


    
      	
              (p)  

            	
              “Haystar
                Intangible Assets" means all of the intangible assets of Haystar
                and its subsidiaries, including, without limitation, Haystar Goodwill,
                all
                trademarks, logos, copyrights, designs, and other intellectual and
                industrial property of Haystar and its
                subsidiaries;

            


    

    


    
      	
              (q)  

            	
              “Haystar
                Inventory” means all inventory and supplies of the Haystar
                Business as of September 30, 2006, as set forth in Schedule “H” hereto;
                and

            


    

    


    
      	
              (r)  

            	
              “Haystar
                Material Contracts” means the burden and benefit of and the
                right, title and interest of Haystar and its subsidiaries in, to
                and under
                all trade and non-trade contracts, engagements or commitments, whether
                written or oral, to which Haystar or its subsidiaries are entitled
                whereunder Haystar or its subsidiaries are obligated to pay or entitled
                to
                receive the sum of $10,000 or more including, without limitation,
                any
                pension plans, profit sharing plans, bonus plans, loan agreements,
                security agreements, indemnities and guarantees, any agreements with
                employees, lessees, licensees, managers, accountants, suppliers,
                agents,
                distributors, officers, directors, attorneys or others which cannot
                be
                terminated without liability on not more than one month's notice,
                and
                those contracts listed in Schedule “I”
hereto.

            


    

    


    
      	
              (s)  

            	
              “Haystar
                Preferred Shares” means the shares of Series A Preferred Stock,
                par value $0.001 per share, in the capital of
                Haystar.

            


    

    


    
      	
              (t)  

            	
              “Closing”
                means the completion, on the Closing Date, of the transactions
                contemplated hereby in accordance with Article 9
                hereof;

            


    

    


    
      	
              (u)  

            	
              “Closing
                Date” means the day on which all conditions precedent to the
                completion of the transaction as contemplated hereby have been satisfied
                or waived, but in any event no later than January __,
                2007;

            


    

    


    
      	
              (v)  

            	
              “Dibz
                Accounts Payable and Liabilities” means all accounts payable and
                liabilities of Dibz, due and owing or otherwise constituting a binding
                obligation of Dibz (other than a Dibz Material Contract) as of September
                30, 2006;

            


    

    


    
      	
              (w)  

            	
              “Dibz
                Accounts Receivable” means all accounts receivable and other
                debts owing to Dibz, as of September 30,
                2006;

            


    

    


    
      	
              (x)  

            	
              “Dibz
                Assets“ means the undertaking and all the property and assets of
                the Dibz Business of every kind and description wheresoever situated
                including, without limitation, Dibz Equipment, Dibz Inventory, Dibz
                Material Contracts, Dibz Accounts Receivable, Dibz Cash, Dibz Intangible
                Assets and Dibz Goodwill, and all credit cards, charge cards and
                banking
                cards issued to Dibz;

            


    

    


    
      	
              (y)  

            	
              “Dibz
                Bank Accounts” means all of the bank accounts, lock boxes and
                safety deposit boxes of Dibz or relating to the Dibz
                Business;

            


    

    


    
      	
              (z)  

            	
              “Dibz
                Business” means all aspects of the business conducted by
                Dibz;

            


    

    


    
      	
              (aa)  

            	
              “Dibz
                Cash” means all cash on hand or on deposit to the credit of Dibz
                on the Closing Date;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (bb)  

            	
              “Dibz
                Debt to Related Parties” means the debts owed by Dibz and its
                subsidiaries to the Dibz Shareholders or to any family member thereof,
                or
                to any affiliate, director or officer of Dibz or the Dibz
                Shareholders;

            


    

    


    
      	
              (cc)  

            	
              “Dibz
                Equipment” means all machinery, equipment, furniture, and
                furnishings used in the Dibz
                Business;

            


    

    


    
      	
              (dd)  

            	
              “Dibz
                Goodwill” means the goodwill of the Dibz Business together with
                the exclusive right of Haystar to represent itself as carrying on
                the Dibz
                Business in succession of Dibz subject to the terms hereof, and the
                right
                to use any words indicating that the Dibz Business is so carried
                on
                including the right to use the name "Dibz” or “Dibz International" or any
                variation thereof as part of the name of or in connection with the
                Dibz
                Business or any part thereof carried on or to be carried on by Dibz,
                the
                right to all corporate, operating and trade names associated with
                the Dibz
                Business, or any variations of such names as part of or in connection
                with
                the Dibz Business, all telephone listings and telephone advertising
                contracts, all lists of customers, books and records and other information
                relating to the Dibz Business, all necessary licenses and authorizations
                and any other rights used in connection with the Dibz
                Business;

            


    

    


    
      	
              (ee)  

            	
              “Dibz
                Insurance Policies” means the public liability insurance and
                insurance against loss or damage to Dibz Assets and the Dibz
                Business;

            


    

    


    
      	
              (ff)  

            	
              “Dibz
                Intangible Assets” means all of the intangible assets of Dibz,
                including, without limitation, Dibz Goodwill, all trademarks, logos,
                copyrights, designs, and other intellectual and industrial property
                of
                Dibz and its subsidiaries;

            


    

    


    
      	
              (gg)  

            	
              “Dibz
                Inventory” means all inventory and supplies of the Dibz Business
                as of September 30, 2006;

            


    

    


    
      	
              (hh)  

            	
              “Dibz
                Material Contracts” means the burden and benefit of and the
                right, title and interest of Dibz in, to and under all trade and
                non-trade
                contracts, engagements or commitments, whether written or oral, to
                which
                Dibz is entitled in connection with the Dibz Business whereunder
                Dibz is
                obligated to pay or entitled to receive the sum of $10,000 or more
                including, without limitation, any pension plans, profit sharing
                plans,
                bonus plans, loan agreements, security agreements, indemnities and
                guarantees, any agreements with employees, lessees, licensees, managers,
                accountants, suppliers, agents, distributors, officers, directors,
                attorneys or others which cannot be terminated without liability
                on not
                more than one month's notice;

            


    

    


    
      	
              (ii)  

            	
              “Dibz
                Related Party Debts” means the debts owed by the Dibz
                Shareholders or by any family member thereof, or by any affiliate,
                director or officer of Dibz or the Dibz Shareholders, to
                Dibz;

            


    

    


    
      	
              (jj)  

            	
              “Dibz
                Shares” means all of the issued and outstanding shares of Dibz's
                equity stock;

            


    

    


    
      	
              (kk)  

            	
              “Place
                of Closing” means the offices of Sichenzia Ross Friedman Ference
                LLP, or such other place as Haystar and Dibz may mutually agree
                upon;

            


    

    


    Any
      other
      terms defined within the text of this Agreement will have the meanings so
      ascribed to them.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Captions
      and Section Numbers

    


    1.2           The
      headings and section references in this Agreement are for convenience of
      reference only and do not form a part of this Agreement and are not intended
      to
      interpret, define or limit the scope, extent or intent of this Agreement or
      any
      provision thereof.

    


    Section
      References and Schedules

    


    1.3           Any
      reference to a particular “Article”, “section”, “paragraph”, “clause” or other
      subdivision is to the particular Article, section, clause or other subdivision
      of this Agreement and any reference to a Schedule by letter will mean the
      appropriate Schedule attached to this Agreement and by such reference the
      appropriate Schedule is incorporated into and made part of this
      Agreement.  The Schedules to this Agreement are as
      follows:

    


    Information
      concerning Haystar

     

    
      
        	
                Schedule
                  “A”

              	
                Haystar
                  Accounts Payable and Liabilities

              
	
                Schedule
                  “B”

              	
                Haystar
                  Accounts Receivable

              
	
                Schedule
                  “C”

              	
                Haystar
                  Bank Accounts

              
	
                Schedule
                  “D”

              	
                Haystar
                  Debts to Related Parties

              
	
                Schedule
                  “E”

              	
                Haystar
                  Equipment

              
	
                Schedule
                  “F”

              	
                Haystar
                  Financial Statements

              
	
                Schedule
                  “G”

              	
                Haystar
                  Insurance Policies

              
	
                Schedule
                  “H”

              	
                Haystar
                  Inventory

              
	
                Schedule
                  “I”

              	
                Haystar
                  Material Contracts

              
	
                Schedule
                  “J”

              	
                Haystar
                  Business

              
	
                Schedule
                  “K”

              	
                Haystar
                  Certificate of Designations

              


      

    

     

    Severability
      of Clauses

    


    1.4              If
      any part of this Agreement is declared or held to be invalid for any reason,
      such invalidity will not affect the validity of the remainder which will
      continue in full force and effect and be construed as if this Agreement had
      been
      executed without the invalid portion, and it is hereby declared the intention
      of
      the parties that this Agreement would have been executed without reference
      to
      any portion which may, for any reason, be hereafter declared or held to be
      invalid.

    


    ARTICLE
      2

    THE
      ACQUISITION

    


    Sale
      of Shares

    


    2.1           The
      Dibz Shareholders hereby agree to sell to Haystar the Dibz Shares in exchange
      for the Acquisition Shares on the Closing Date and to transfer to Haystar on
      the
      Closing Date a 100% undivided interest in and to the Dibz Shares free from
      all
      liens, mortgages, charges, pledges, encumbrances or other burdens with all
      rights now or thereafter attached thereto.

    


    Allocation
      of Consideration

    


    2.2              The
      Acquisition Shares shall be allocated to the Dibz Shareholders on the basis
      of
      _______ Acquisition Shares for each one Dibz Share held by a Dibz Shareholder
      as
      set forth in Schedule 2.2 attached hereto.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Adherence
      with Applicable Securities Laws

    


    2.3           The
      Dibz Shareholders agree that they are acquiring the Acquisition Shares for
      investment purposes and will not offer, sell or otherwise transfer, pledge
      or
      hypothecate any of the Acquisition Shares issued to them (other than pursuant
      to
      an effective Registration Statement under the Securities Act of 1933,
      as amended) directly or indirectly unless:

    


    
      	
              (a)  

            	
              the
                sale is to Haystar;

            


    

    


    
      	
              (b)  

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities Act of 1933, as amended, provided by Rule 144
                thereunder; or

            


    

    


    
      	
              (c)  

            	
              the
                Acquisition Shares are sold in a transaction that does not require
                registration under the Securities Act of 1933, as amended, or any
                applicable United States state laws and regulations governing the
                offer
                and sale of securities, and the vendor has furnished to Haystar an
                opinion
                of counsel to that effect or such other written opinion as may be
                reasonably required by Haystar.

            


    

    


    The
      Dibz Shareholders acknowledge that
      the certificates representing the Acquisition Shares shall bear the following
      legend:

    


    NO
      SALE,
      OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
      BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
      1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
      SAID SHARES.

    


    


    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES

    OF
      HAYSTAR

    


    Representations
      and Warranties

    


    3.1              Haystar
      hereby represents and warrants in all material respects to Dibz and the Dibz
      Shareholders, with the intent that Dibz and the Dibz Shareholders will rely
      thereon in entering into this Agreement and in approving and completing the
      transactions contemplated hereby, that:

    


    Haystar
      - Corporate Status and Capacity

    


    
      	
              (a)  

            	
              Incorporation.
                Haystar is a corporation duly incorporated and validly subsisting
                under
                the laws of the State of Nevada and in good standing with the office
                of
                the Secretary of State for the State of
                Nevada;

            


    

    


    
      	
              (b)  

            	
              Carrying
                on Business. Haystar conducts the business described in the Form
                15c-211 set forth on Schedule “J” hereto and does not conduct any other
                business. Haystar is duly authorized to carry on such business in
                the
                State of Nevada.  The nature of the Haystar Business does not
                require Haystar to register or otherwise be qualified to carry on
                business
                in any other jurisdictions;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (c)  

            	
              Corporate
                Capacity. Haystar has the corporate power, capacity and authority to
                own the Haystar Assets and to enter into and complete this
                Agreement;

            


    

    


    
      	
              (d)  

            	
              Listing.
                the Haystar Common Shares are quoted on the Pink Sheets and all reports
                required to be filed by Haystar with the NASD have been
                filed;

            


    

    


    
      	
               

            	
              Haystar
                - Capitalization

            


    

    


    
      	
              (e)  

            	
              Authorized
                Capital. The authorized capital of Haystar consists of 50,000,000
                Haystar Common Shares, $0.001 par value and 1,000,000 shares of preferred
                stock, $0.001 par value, of which 4,522,000 Haystar Common Shares
                are
                presently issued and outstanding and no shares of Haystar Preferred
                Shares
                are presently issued and
                outstanding;

            


    

    


    
      	
              (f)  

            	
              No
                Option, Warrant or Other Right. No person, firm or corporation has any
                agreement, option, warrant, preemptive right or any other right capable
                of
                becoming an agreement, option, warrant or right for the acquisition
                of
                Haystar Common Shares or for the purchase, subscription or issuance
                of any
                of the unissued shares in the capital of
                Haystar;

            


    

    


    
      	
               

            	
              Haystar
                - Records and Financial
                Statements

            


    

    


    
      	
              (g)  

            	
              Charter
                Documents. The charter documents of Haystar and its subsidiaries have
                not been altered since the incorporation of each, respectively, except
                as
                filed in the record books of Haystar or its subsidiaries, as the
                case may
                be;

            


    

    


    
      	
              (h)  

            	
              Corporate
                Minute Books. The corporate minute books of Haystar and its
                subsidiaries are complete and each of the minutes contained therein
                accurately reflect the actions that were taken at a duly called and
                held
                meeting or by consent without a meeting. All actions by Haystar and
                its
                subsidiaries which required director or shareholder approval are
                reflected
                on the corporate minute books of Haystar and its subsidiaries. Haystar
                and
                its subsidiaries are not in violation or breach of, or in default
                with
                respect to, any term of their respective Certificates of Incorporation
                (or
                other charter documents) or
                by-laws.

            


    

    


    
      	
              (i)  

            	
              Haystar
                Financial Statements. The Haystar Financial Statements present fairly,
                in all material respects, the assets and liabilities (whether accrued,
                absolute, contingent or otherwise) of Haystar, on a consolidated
                basis, as
                of the respective dates thereof, and the sales and earnings of the
                Haystar
                Business during the periods covered thereby, in all material respects
                and
                have been prepared in substantial accordance with generally accepted
                accounting principles consistently
                applied;

            


    

    


    
      	
              (j)  

            	
              Haystar
                Accounts Payable and Liabilities. There are no liabilities, contingent
                or otherwise, of Haystar or its subsidiaries which are not disclosed
                in
                Schedule “A” hereto or reflected in the Haystar Financial Statements
                except those incurred in the ordinary course of business since the
                date of
                the said schedule and the Haystar Financial Statements, and neither
                Haystar nor its subsidiaries have guaranteed or agreed to guarantee
                any
                debt, liability or other obligation of any person, firm or corporation.
                Without limiting the generality of the foregoing, all accounts payable
                and
                liabilities of Haystar as of September 30, 2006, are described in
                Schedule
                “A” hereto;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (k)  

            	
              Haystar
                Accounts Receivable. All the Haystar Accounts Receivable result from
                bona fide business transactions and services actually rendered without,
                to
                the knowledge and belief of Haystar, any claim by the obligor for
                set-off
                or counterclaim. Without limiting the generality of the foregoing,
                all
                accounts receivable of Haystar as of September 30, 2006, are described
                in
                Schedule “B” hereto;

            


    

    


    
      	
              (l)  

            	
              Haystar
                Bank Accounts. All of the Haystar Bank Accounts, their location,
                numbers and the authorized signatories thereto are as set forth in
                Schedule “C” hereto;

            


    

    


    
      	
              (m)  

            	
              No
                Debt to Related Parties. Except as disclosed in Schedule “D” hereto,
                neither Haystar nor any of its subsidiaries is, and on Closing will
                not
                be, indebted to any affiliate, director or officer of Haystar except
                accounts payable on account of bona fide business transactions of
                Haystar
                incurred in normal course of the Haystar Business, including employment
                agreements, none of which are more than 30 days in
                arrears;

            


    

    


    
      	
              (n)  

            	
              No
                Related Party Debt to Haystar. No director or officer or affiliate of
                Haystar is now indebted to or under any financial obligation to Haystar
                or
                any subsidiary on any account whatsoever, except for advances on
                account
                of travel and other expenses not exceeding $1,000 in
                total;

            


    

    


    
      	
              (o)  

            	
              No
                Dividends. No dividends or other distributions on any shares in the
                capital of Haystar have been made, declared or authorized since the
                date
                of Haystar Financial Statements;

            


    

    


    
      	
              (p)  

            	
              No
                Payments. No payments of any kind have been made or authorized since
                the date of the Haystar Financial Statements to or on behalf of officers,
                directors, shareholders or employees of Haystar or its subsidiaries
                or
                under any management agreements with Haystar or its subsidiaries,
                except
                payments made in the ordinary course of business and at the regular
                rates
                of salary or other remuneration payable to
                them;

            


    

    


    
      	
              (q)  

            	
              No
                Pension Plans. There are no pension, profit sharing, group insurance
                or similar plans or other deferred compensation plans affecting
                Haystar;

            


    

    


    
      	
              (r)  

            	
              No
                Adverse Events. Since the date of the Haystar Financial
                Statements

            


    

    


    
      	
              (i)  

            	
              there
                has not been any material adverse change in the consolidated financial
                position or condition of Haystar, its subsidiaries, its liabilities
                or the
                Haystar Assets or any damage, loss or other change in circumstances
                materially affecting Haystar, the Haystar Business or the Haystar
                Assets
                or Haystar’ right to carry on the Haystar Business, other than changes in
                the ordinary course of business,

            


    

    


    
      	
              (ii)  

            	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) materially and adversely affecting Haystar,
                its
                subsidiaries, the Haystar Business or the Haystar
                Assets,

            


    

    


    
      	
              (iii)  

            	
              there
                has not been any material increase in the compensation payable or
                to
                become payable by Haystar to any of Haystar’ officers, employees or agents
                or any bonus, payment or arrangement made to or with any of
                them,

            


    

    


    
      	
              (iv)  

            	
              the
                Haystar Business has been and continues to be carried on in the ordinary
                course,

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (v)  

            	
              Haystar
                has not waived or surrendered any right of material
                value,

            


    

    


    
      	
              (vi)  

            	
              neither
                Haystar nor its subsidiaries have discharged or satisfied or paid
                any lien
                or encumbrance or obligation or liability other than current liabilities
                in the ordinary course of business,
                and

            


    

    


    
      	
              (vii)  

            	
              no
                capital expenditures in excess of $10,000 individually or $30,000
                in total
                have been authorized or made.

            


    

    


    Haystar
      - Income Tax Matters

    


    
      	
              (s)  

            	
              Tax
                Returns. All tax returns and reports of Haystar and its subsidiaries
                required by law to be filed have been filed and are true, complete
                and
                correct, and any taxes payable in accordance with any return filed
                by
                Haystar and its subsidiaries or in accordance with any notice of
                assessment or reassessment issued by any taxing authority have been
                so
                paid;

            


    

    


    
      	
              (t)  

            	
              Current
                Taxes. Adequate provisions have been made for taxes payable for the
                current period for which tax returns are not yet required to be filed
                and
                there are no agreements, waivers, or other arrangements providing
                for an
                extension of time with respect to the filing of any tax return by,
                or
                payment of, any tax, governmental charge or deficiency by Haystar
                or its
                subsidiaries.  Haystar is not aware of any contingent tax
                liabilities or any grounds which would prompt a reassessment including
                aggressive treatment of income and expenses in filing earlier tax
                returns;

            


    

    


    Haystar
      - Applicable Laws and Legal Matters

    


    
      	
              (u)  

            	
              Licenses.
                Haystar and its subsidiaries hold all licenses and permits as may
                be
                requisite for carrying on the Haystar Business in the manner in which
                it
                has heretofore been carried on, which licenses and permits have been
                maintained and continue to be in good standing except where the failure
                to
                obtain or maintain such licenses or permits would not have a material
                adverse effect on the Haystar
                Business;

            


    

    


    
      	
              (v)  

            	
              Applicable
                Laws. Neither Haystar nor its subsidiaries have been charged with
                or
                received notice of breach of any laws, ordinances, statutes, regulations,
                by-laws, orders or decrees to which they are subject or which apply
                to
                them the violation of which would have a material adverse effect
                on the
                Haystar Business, and neither Haystar nor its subsidiaries are in
                breach
                of any laws, ordinances, statutes, regulations, bylaws, orders or
                decrees
                the contravention of which would result in a material adverse impact
                on
                the Haystar Business;

            


    

    


    
      	
              (w)  

            	
              Pending
                or Threatened Litigation. There is no material litigation or
                administrative or governmental proceeding pending or threatened against
                or
                relating to Haystar, its subsidiaries, the Haystar Business, or any
                of the
                Haystar Assets nor does Haystar have any knowledge of any deliberate
                act
                or omission of Haystar or its subsidiaries that would form any material
                basis for any such action or
                proceeding;

            


    

    


    
      	
              (x)  

            	
              No
                Bankruptcy. Neither Haystar nor its subsidiaries have made any
                voluntary assignment or proposal under applicable laws relating to
                insolvency and bankruptcy and no bankruptcy petition has been filed
                or
                presented against Haystar or its subsidiaries and no order has been
                made
                or a resolution passed for the winding-up, dissolution or liquidation
                of
                Haystar or its subsidiaries;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (y)  

            	
              Labor
                Matters. Neither Haystar nor its subsidiaries are party to any
                collective agreement relating to the Haystar Business with any labor
                union
                or other association of employees and no part of the Haystar Business
                has
                been certified as a unit appropriate for collective bargaining or,
                to the
                knowledge of Haystar, has made any attempt in that
                regard;

            


    

    


    
      	
              (z)  

            	
              Finder's
                Fees. Neither Haystar nor its subsidiaries are party to any agreement
                which provides for the payment of finder's fees, brokerage fees,
                commissions or other fees or amounts which are or may become payable
                to
                any third party in connection with the execution and delivery of
                this
                Agreement and the transactions contemplated
                herein;

            


    

    


    Execution
      and Performance of Agreement

    


    
      	
              (aa)  

            	
              Authorization
                and Enforceability. The execution and delivery of this Agreement, and
                the completion of the transactions contemplated hereby, have been
                duly and
                validly authorized by all necessary corporate action on the part
                of
                Haystar;

            


    

    


    
      	
              (bb)  

            	
              No
                Violation or Breach. The execution and performance of this Agreement
                will not:

            


    

    


    
      	
              (i)  

            	
              violate
                the charter documents of Haystar or result in any breach of, or default
                under, any loan agreement, mortgage, deed of trust, or any other
                agreement
                to which Haystar or its subsidiaries are
                party,

            


    

    


    
      	
              (ii)  

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, the Haystar Material Contracts, or any right
                or rights
                enjoyed by Haystar or its
                subsidiaries,

            


    

    


    
      	
              (iii)  

            	
              result
                in any alteration of Haystar’ or its subsidiaries’ obligations under any
                agreement to which Haystar or its subsidiaries are party including,
                without limitation, the Haystar Material
                Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                Haystar Assets,

            


    

    


    
      	
              (v)  

            	
              result
                in the imposition of any tax liability to Haystar or its subsidiaries
                relating to the Haystar Assets, or

            


    

    


    
      	
              (vi)  

            	
              violate
                any court order or decree to which either Haystar or its subsidiaries
                are
                subject;

            


    

    


    The
      Haystar Assets - Ownership and Condition

    


    
      	
              (cc)  

            	
              Business
                Assets. The Haystar Assets comprise all of the property and assets
                of
                the Haystar Business, and no other person, firm or corporation owns
                any
                assets used by Haystar or its subsidiaries in operating the Haystar
                Business, whether under a lease, rental agreement or other arrangement,
                other than as disclosed in Schedules “E” or “H”
                hereto;

            


    

    


    
      	
              (dd)  

            	
              Title.
                Haystar or its subsidiaries are the legal and beneficial owner of
                the
                Haystar Assets, free and clear of all mortgages, liens, charges,
                pledges,
                security interests, encumbrances or other claims whatsoever, save
                and
                except as disclosed in Schedules “E” or “H”
                hereto;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (ee)  

            	
              No
                Option. No person, firm or corporation has any agreement or option
                or
                a right capable of becoming an agreement for the purchase of any
                of the
                Haystar Assets;

            


    

    


    
      	
              (ff)  

            	
              Haystar
                Insurance Policies. Haystar and its subsidiaries maintain the public
                liability insurance and insurance against loss or damage to the Haystar
                Assets and the Haystar Business as described in Schedule “G”
                hereto;

            


    

    


    
      	
              (gg)  

            	
              Haystar
                Material Contracts. The Haystar Material Contracts listed in Schedule
                “I” constitute all of the material contracts of Haystar and its
                subsidiaries;

            


    

    


    
      	
              (hh)  

            	
              No
                Default. There has not been any default in any material obligation of
                Haystar or any other party to be performed under any of the Haystar
                Material Contracts, each of which is in good standing and in full
                force
                and effect and unamended (except as disclosed in Schedule “I” hereto), and
                Haystar is not aware of any default in the obligations of any other
                party
                to any of the Haystar Material
                Contracts;

            


    

    


    
      	
              (ii)  

            	
              No
                Compensation on Termination. There are no agreements, commitments or
                understandings relating to severance pay or separation allowances
                on
                termination of employment of any employee of Haystar or its subsidiaries.
                Neither Haystar nor its subsidiaries are obliged to pay benefits
                or share
                profits with any employee after termination of employment except
                as
                required by law;

            


    

    


    Haystar
      Assets - Haystar Equipment

    


    
      	
              (jj)  

            	
              Haystar
                Equipment. The Haystar Equipment has been maintained in a manner
                consistent with that of a reasonably prudent owner and such equipment
                is
                in good working condition;

            


    

    


    Haystar
      Assets - Haystar Goodwill and Other Assets

    


    
      	
              (kk)  

            	
              Haystar
                Goodwill. Haystar and its subsidiaries do not carry on the Haystar
                Business under any other business or trade names. Haystar does not
                have
                any knowledge of any infringement by Haystar or its subsidiaries
                of any
                patent, trademarks, copyright or trade
                secret;

            


    

    


    The
      Haystar Business

    


    
      	
              (ll)  

            	
              Maintenance
                of Business. Since the date of the Haystar Financial Statements,
                Haystar and its subsidiaries have not entered into any material agreement
                or commitment except in the ordinary course and except as disclosed
                herein;

            


    

    


    
      	
              (mm)  

            	
              Subsidiaries.
                Haystar does not own any subsidiaries and does not otherwise own,
                directly
                or indirectly, any shares or interest in any other corporation,
                partnership, joint venture or firm;
                and

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Haystar
      - Acquisition Shares

    


    
      	
              (nn)  

            	
              Acquisition
                Shares. The Acquisition Shares when delivered to the Dibz Shareholders
                pursuant to the Acquisition shall be validly issued and outstanding
                as
                fully paid and non-assessable shares and the Acquisition Shares shall
                be
                transferable upon the books of Haystar, in all cases subject to the
                provisions and restrictions of all applicable securities
                laws.

            


    

    


    Non-Merger
      and Survival

    


    3.2           The
      representations and warranties of Haystar contained herein will be true at
      and
      as of Closing in all material respects as though such representations and
      warranties were made as of such time.  Notwithstanding the completion
      of the transactions contemplated hereby, the waiver of any condition contained
      herein (unless such waiver expressly releases a party from any such
      representation or warranty) or any investigation made by Dibz or the Dibz
      Shareholders, the representations and warranties of Haystar shall survive the
      Closing.

    


    Indemnity

    


    3.3           Haystar
      agrees to indemnify and save harmless Dibz and the Dibz Shareholders from and
      against any and all claims, demands, actions, suits, proceedings, assessments,
      judgments, damages, costs, losses and expenses, including any payment made
      in
      good faith in settlement of any claim (subject to the right of Haystar to defend
      any such claim), resulting from the breach by it of any representation or
      warranty made under this Agreement or from any misrepresentation in or omission
      from any certificate or other instrument furnished or to be furnished by Haystar
      to Dibz or the Dibz Shareholders hereunder.

    


    


    ARTICLE
      4

    COVENANTS
      OF HAYSTAR

    


    Covenants

    


    4.1              Haystar
      covenants and agrees with Dibz and the Dibz Shareholders that it
      will:

    


    
      	
              (a)  

            	
              Conduct
                of Business. Until the Closing, conduct the Haystar Business
                diligently and in the ordinary course consistent with the manner
                in which
                the Haystar Business generally has been operated up to the date of
                execution of this Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation
                of Business.  Until the Closing, use its best efforts to
                preserve the Haystar Business and the Haystar Assets and, without
                limitation, preserve for Dibz, Haystar’s and its subsidiaries’
                relationships with any third party having business relations with
                them;

            


    

    


    
      	
              (c)  

            	
              Access.
                Until the Closing, give Dibz, the Dibz Shareholders, and their
                representatives full access to all of the properties, books, contracts,
                commitments and records of Haystar, and furnish to Dibz, the Dibz
                Shareholders and their representatives all such information as they
                may
                reasonably request; and

            


    

    


    
      	
              (d)  

            	
              Procure
                Consents. Until the Closing, take all reasonable steps required to
                obtain, prior to Closing, any and all third party consents required
                to
                permit the Acquisition and to preserve and maintain the Haystar Assets
                notwithstanding the change in control of Dibz arising from the
                Acquisition.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Authorization

    


    4.2              Haystar
      hereby agrees to authorize and direct any and all federal, state, municipal,
      foreign and international governments and regulatory authorities having
      jurisdiction respecting Haystar and its subsidiaries to release any and all
      information in their possession respecting Haystar and its subsidiaries to
      the
      Dibz Shareholders. Haystar shall promptly execute and deliver to the Dibz
      Shareholders any and all consents to the release of information and specific
      authorizations which the Dibz Shareholders reasonably requires to gain access
      to
      any and all such information.

    


    Survival

    


    4.3              The
      covenants set forth in this Article shall survive the Closing for the benefit
      of
      Dibz and the Dibz Shareholders.

    


    


    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES OF

    THE
      DIBZ SHAREHOLDERS

    


    Representations
      and Warranties

    


    5.1              The
      Dibz Shareholders hereby jointly and severally represent and warrant in all
      material respects to Haystar, with the intent that it will rely thereon in
      entering into this Agreement and in approving and completing the transactions
      contemplated hereby, that:

    


    Dibz
      - Company Status and Capacity

    


    
      	
              (a)  

            	
              Formation.
                Dibz is a corporation duly incorporated and validly subsisting under
                the
                laws of the State of Delaware and in good standing with the office
                of the
                Secretary of State for the State of
                Delaware;

            


    

    


    
      	
              (b)  

            	
              Carrying
                on Business. Dibz carries on the Dibz Business primarily in the State
                of Texas and carries on material business activity in other jurisdiction.
                The nature of the Dibz Business does not require Dibz to register
                or
                otherwise be qualified to carry on business in any
                jurisdiction;

            


    

    


    
      	
              (c)  

            	
              Legal
                Capacity. Dibz has the legal power, capacity and authority to own Dibz
                Assets, to carry on the Business of Dibz and to enter into and complete
                this Agreement;

            


    

    


    Dibz
      - Capitalization

    


    
      	
              (d)  

            	
              Authorized
                Capital. The authorized capital of Dibz consists of 1500 shares of
                common stock, $0.001 par value;

            


    

    


    
      	
              (e)  

            	
              Ownership
                of Dibz Shares. The issued and outstanding shares of Dibz common stock
                will on Closing consist of 100 shares of common stock, $0.001 par
                value,
                (being the Dibz Shares), which shares on Closing shall be validly
                issued
                and outstanding as fully paid and non-assessable shares. The Dibz
                Shareholders will be at Closing the registered and beneficial owners
                of
                the 100 Dibz Shares. The Dibz Shares owned by the Dibz Shareholders
                will
                on Closing be free and clear of any and all liens, charges, pledges,
                encumbrances, restrictions on transfer and adverse claims
                whatsoever;

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (f)  

            	
              No
                Restrictions. There are no restrictions on the transfer, sale or other
                disposition of Dibz Shares contained in the charter documents of
                Dibz or
                under any agreement;

            


    

    


    Dibz
      - Records and Financial Statements

    


    
      	
              (g)  

            	
              Charter
                Documents. The charter documents of Dibz have not been altered since
                its formation date, except as filed in the record books of
                Dibz;

            


    

    


    
      	
              (h)  

            	
              Minute
                Books. The minute books of Dibz are complete and each of the minutes
                contained therein accurately reflect the actions that were taken
                at a duly
                called and held meeting or by consent without a meeting. All actions
                by
                Dibz which required director or shareholder approval are reflected
                on the
                corporate minute books of Dibz. Dibz is not in violation or breach
                of, or
                in default with respect to, any term of its Certificate of Incorporation
                (or other charter documents) or
                by-laws.

            


    

    


    
      	
              (i)  

            	
              No
                Debt to Related Parties. Dibz is not and on Closing will not be,
                indebted to the Dibz Shareholders nor to any family member thereof,
                nor to
                any affiliate, director or officer of Dibz or the Dibz Shareholders
                except
                accounts payable on account of bona fide business transactions of
                Dibz
                incurred in normal course of Dibz Business, including employment
                agreements with the Dibz Shareholders, none of which are more than
                30 days
                in arrears;

            


    

    


    
      	
              (j)  

            	
              No
                Dividends. No dividends or other distributions on any shares in the
                capital of Dibz have been made, declared or
                authorized;

            


    

    


    
      	
              (k)  

            	
              No
                Pension Plans. There are no pension, profit sharing, group insurance
                or similar plans or other deferred compensation plans affecting
                Dibz;

            


    

    


    


    Dibz
      - Income Tax Matters

    


    
      	
              (l)  

            	
              Tax
                Returns. All tax returns and reports of Dibz required by law to be
                filed have been filed and are true, complete and correct, and any
                taxes
                payable in accordance with any return filed by Dibz or in accordance
                with
                any notice of assessment or reassessment issued by any taxing authority
                have been so paid;

            


    

    


    
      	
              (m)  

            	
              Current
                Taxes. Adequate provisions have been made for taxes payable for the
                current period for which tax returns are not yet required to be filed
                and
                there are no agreements, waivers, or other arrangements providing
                for an
                extension of time with respect to the filing of any tax return by,
                or
                payment of, any tax, governmental charge or deficiency by Dibz. Dibz
                is
                not aware of any contingent tax liabilities or any grounds which
                would
                prompt a reassessment including aggressive treatment of income and
                expenses in filing earlier tax
                returns;

            


    

     

    
      Dibz
        - Applicable Laws and Legal Matters

       

    

    
      	
              (n)  

            	
              Licenses.
                Dibz holds all licenses and permits as may be requisite for carrying
                on
                the Dibz Business in the manner in which it has heretofore been carried
                on, which licenses and permits have been maintained and continue
                to be in
                good standing except where the failure to obtain or maintain such
                licenses
                or permits would not have a material adverse effect on the Dibz
                Business;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (o)  

            	
              Applicable
                Laws. Dibz has not been charged with or received notice of breach
                of
                any laws, ordinances, statutes, regulations, by-laws, orders or decrees
                to
                which they are subject or which applies to them the violation of
                which
                would have a material adverse effect on the Dibz Business, and, to
                the
                knowledge of the Dibz Shareholders, Dibz is not in breach of any
                laws,
                ordinances, statutes, regulations, by-laws, orders or decrees the
                contravention of which would result in a material adverse impact
                on the
                Dibz Business;

            


    

    


    
      	
              (p)  

            	
              Pending
                or Threatened Litigation. There is no material litigation or
                administrative or governmental proceeding pending or threatened against
                or
                relating to Dibz, the Dibz Business, or any of the Dibz Assets, nor
                do the
                Dibz Shareholders have any knowledge of any deliberate act or omission
                of
                Dibz that would form any material basis for any such action or
                proceeding;

            


    

    


    
      	
              (q)  

            	
              No
                Bankruptcy. Dibz has not made any voluntary assignment or proposal
                under applicable laws relating to insolvency and bankruptcy and no
                bankruptcy petition has been filed or presented against Dibz and
                no order
                has been made or a resolution passed for the winding-up, dissolution
                or
                liquidation of Dibz;

            


    

    


    
      	
              (r)  

            	
              Labor
                Matters. Dibz is not party to any collective agreement relating to the
                Dibz Business with any labor union or other association of employees
                and
                no part of the Dibz Business has been certified as a unit appropriate
                for
                collective bargaining or, to the knowledge of the Dibz Shareholders,
                has
                made any attempt in that regard;

            


    

    


    
      	
              (s)  

            	
              Finder's
                Fees. Dibz is not a party to any agreement which provides for the
                payment of finder's fees, brokerage fees, commissions or other fees
                or
                amounts which are or may become payable to any third party in connection
                with the execution and delivery of this Agreement and the transactions
                contemplated herein;

            


    

    


    Execution
      and Performance of Agreement

    


    
      	
              (t)  

            	
              Authorization
                and Enforceability. The execution and delivery of this Agreement, and
                the completion of the transactions contemplated hereby, have been
                duly and
                validly authorized by all necessary corporate action on the part
                of
                Dibz;

            


    

    


    
      	
              (u)  

            	
              No
                Violation or Breach. The execution and performance of this Agreement
                will not

            


    

    


    
      	
              (i)  

            	
              violate
                the charter documents of Dibz or result in any breach of, or default
                under, any loan agreement, mortgage, deed of trust, or any other
                agreement
                to which Dibz is a party,

            


    

    


    
      	
              (ii)  

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, Dibz Material Contracts, or any right or rights
                enjoyed by Dibz,

            


    

    


    
      	
              (iii)  

            	
              result
                in any alteration of Dibz's  obligations under any agreement to
                which Dibz  is a party including, without limitation, the Dibz
                Material Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                Dibz
                Assets,

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (v)  

            	
              result
                in the imposition of any tax liability to Dibz relating to Dibz Assets
                or
                the Dibz Shares, or

            


    

    


    
      	
              (vi)  

            	
              violate
                any court order or decree to which either Dibz is
                subject;

            


    

    


    Dibz
      Assets - Ownership and Condition

    


    
      	
              (v)  

            	
              Business
                Assets. The Dibz Assets, comprise all of the property and assets of
                the Dibz Business, and neither the Dibz Shareholders nor any other
                person,
                firm or corporation owns any assets used by Dibz in operating the
                Dibz
                Business, whether under a lease, rental agreement or other
                arrangement;

            


    

    


    
      	
              (w)  

            	
              Title.
                Dibz is the legal and beneficial owner of the Dibz Assets, free and
                clear
                of all mortgages, liens, charges, pledges, security interests,
                encumbrances or other claims
                whatsoever;

            


    

    


    
      	
              (x)  

            	
              No
                Option. No person, firm or corporation has any agreement or option
                or
                a right capable of becoming an agreement for the purchase of any
                of the
                Dibz Assets;

            


    

    


    
      	
              (y)  

            	
              Dibz
                Insurance Policies. Dibz maintains the public liability insurance and
                insurance against loss or damage to the Dibz Assets and the Dibz
                Business;

            


    

    


    
      	
              (z)  

            	
              Dibz
                Material Contracts. Dibz has no material
                contracts;

            


    

    


    
      	
              (aa)  

            	
              No
                Default. There has not been any default in any material obligation of
                Dibz or any other party to be performed under any of Dibz Material
                Contracts, each of which is in good standing and in full force and
                effect
                and unamended and Dibz is not aware of any default in the obligations
                of
                any other party to any of the Dibz Material
                Contracts;

            


    

    


    
      	
              (bb)  

            	
              No
                Compensation on Termination. There are no agreements, commitments or
                understandings relating to severance pay or separation allowances
                on
                termination of employment of any employee of Dibz.  Dibz is not
                obliged to pay benefits or share profits with any employee after
                termination of employment except as required by
                law;

            


    

    


    Dibz
      Assets - Dibz Equipment

    


    
      	
              (cc)  

            	
              Dibz
                Equipment. The Dibz Equipment has been maintained in a manner
                consistent with that of a reasonably prudent owner and such equipment
                is
                in good working condition;

            


    

    


    Dibz
      Assets - Dibz Goodwill and Other Assets

    


    
      	
              (dd)  

            	
              Dibz
                Goodwill. Dibz carries on the Dibz Business only under the name "Dibz
                Technologies, Inc." and variations thereof and under no other business
                or
                trade names. The Dibz Shareholders do not have any knowledge of any
                infringement by Dibz of any patent, trademark, copyright or trade
                secret;

            


    

    


    
      	
               

            	
              The
                Business of Dibz

            


    

    


    
      	
              (ee)  

            	
              Maintenance
                of Business. The Dibz Business has been carried on in the ordinary
                course and Dibz has not entered into any material agreement or commitment
                except in the ordinary course; and

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (ff)  

            	
              Subsidiaries.
                Dibz does not own any subsidiaries and does not otherwise own, directly
                or
                indirectly, any shares or interest in any other corporation, partnership,
                joint venture or firm and Dibz does not own any subsidiary and does
                not
                otherwise own, directly or indirectly, any shares or interest in
                any other
                corporation, partnership, joint venture or
                firm.

            


    

    


    Non-Merger
      and Survival

    


    5.2           The
      representations and warranties of Dibz contained herein will be true at and
      as
      of Closing in all material respects as though such representations and
      warranties were made as of such time.  Notwithstanding the completion
      of the transactions contemplated hereby, the waiver of any condition contained
      herein (unless such waiver expressly releases a party from any such
      representation or warranty) or any investigation made by Haystar, the
      representations and warranties of Dibz shall survive the Closing.

    


    Indemnity

    


    5.3           The
      Dibz Shareholders agree to indemnify and save harmless Haystar from and against
      any and all claims, demands, actions, suits, proceedings, assessments,
      judgments, damages, costs, losses and expenses, including any payment made
      in
      good faith in settlement of any claim (collectively, the “Claims”) (subject to
      the right of the Dibz Shareholders to defend any such claim), resulting from
      the
      breach by any of them of any representation or warranty of such party made
      under
      this Agreement or from any misrepresentation in or omission from any certificate
      or other instrument furnished or to be furnished by Dibz or the Dibz
      Shareholders to Haystar hereunder; provided, however, the Dibz Shareholders
      shall not be required to indemnify Haystar for any such Claims in excess of
      the
      value of the Dibz Shares.

    


    


    ARTICLE
      6

    COVENANTS
      OF DIBZ AND

    THE
      DIBZ SHAREHOLDERS

    


    Covenants

    


    6.1              Dibz
      and the Dibz Shareholders covenant and agree with Haystar that they
      will:

    


    
      	
              (a)  

            	
              Conduct
                of Business. Until the Closing, conduct the Dibz Business diligently
                and in the ordinary course consistent with the manner in which the
                Dibz
                Business generally has been operated up to the date of execution
                of this
                Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation
                of Business.  Until the Closing, use their best efforts to
                preserve the Dibz Business and the Dibz Assets and, without limitation,
                preserve for Haystar Dibz’s relationships with their suppliers, customers
                and others having business relations with
                them;

            


    

    


    
      	
              (c)  

            	
              Access.
                Until the Closing, give Haystar and its representatives full access
                to all
                of the properties, books, contracts, commitments and records of Dibz
                relating to Dibz, the Dibz Business and the Dibz Assets, and furnish
                to
                Haystar and its representatives all such information as they may
                reasonably request;

            


    

    


    
      	
              (d)  

            	
              Procure
                Consents. Until the Closing, take all reasonable steps required to
                obtain, prior to Closing, any and all third party consents required
                to
                permit the Acquisition and to preserve and maintain the Dibz Assets,
                including the Dibz Material Contracts, notwithstanding the change
                in
                control of Dibz arising from the
                Acquisition;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (e)  

            	
              Prohibitions.
                 

            


    

    


    
      	
              (1)  

            	
              From
                and for a period of six (6) months after the Closing Date, not remove
                assets from Dibz without true and valid consideration or register
                shares
                pursuant to Form S-8.

            


    

    
      	
              (2)  

            	
              From
                and for a period of one (1) year after the Closing Date, not effect
                any
                reverse splits.

            


    

    


    


    Authorization

    


    6.2              Dibz
      hereby agrees to authorize and direct any and all federal, state, municipal,
      foreign and international governments and regulatory authorities having
      jurisdiction respecting Dibz to release any and all information in their
      possession respecting Dibz to Haystar.  Dibz shall promptly execute
      and deliver to Haystar any and all consents to the release of information and
      specific authorizations which Haystar reasonably require to gain access to
      any
      and all such information.

    


    Survival

    


    6.3              The
      covenants set forth in this Article shall survive the Closing for the benefit
      of
      Haystar.

    


    


    ARTICLE
      7

    CONDITIONS
      PRECEDENT

    


    Conditions
      Precedent in favor of Haystar

    


    7.1              Haystar’s
      obligations to carry out the transactions contemplated hereby are subject to
      the
      fulfillment of each of the following conditions precedent on or before the
      Closing:

    


    
      	
              (a)  

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                Haystar hereunder will have been so executed and
                delivered;

            


    

    


    
      	
              (b)  

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by Dibz or the Dibz Shareholders at or prior to
                the
                Closing will have been complied with or
                performed;

            


    

    


    
      	
              (c)  

            	
              title
                to the Dibz Shares held by the Dibz Shareholders and to the Dibz
                Assets
                will be free and clear of all mortgages, liens, charges, pledges,
                security
                interests, encumbrances or other claims whatsoever, save and except
                as
                disclosed herein, and the Dibz Shares shall be duly transferred to
                Haystar;

            


    

    


    
      	
              (d)  

            	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	
              (i)  

            	
              any
                material adverse change in the financial position or condition of
                Dibz,
                its liabilities or the Dibz Assets or any damage, loss or other change
                in
                circumstances materially and adversely affecting Dibz, the Dibz Business
                or the Dibz Assets or Dibz's right to carry on the Dibz Business,
                other
                than changes in the ordinary course of business, none of which has
                been
                materially adverse, or

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (ii)  

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to Dibz or the Dibz Business (whether or not
                covered
                by insurance) materially and adversely affecting Dibz, the Dibz Business
                or the Dibz Assets;

            


    

    


    
      	
              (e)  

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any;

            


    

    


    
      	
              (f)  

            	
              the
                transactions contemplated hereby shall have been approved by the
                Board of
                Directors and shareholders of Dibz;

            


    

    


    
      	
              (g)  

            	
              on
                or prior to the Closing Date, Dibz and/or the Dibz Shareholders shall
                have
                acquired all of the ordinary shares held by Dibz Shareholders that
                are not
                participating in this Agreement so that Haystar shall acquire 100%
                of the
                presently issued and outstanding Dibz Shares;
                and

            


    

    


    


    Waiver
      by Haystar

    


    7.2              The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of Haystar and any such condition may be waived in whole
      or in
      part by Haystar at or prior to the Closing by delivering to Dibz a written
      waiver to that effect signed by Haystar. In the event that the conditions
      precedent set out in the preceding section are not satisfied on or before the
      Closing, Haystar shall be released from all obligations under this
      Agreement.

    


    Conditions
      Precedent in Favor of Dibz and the Dibz Shareholders

    


    7.3              The
      obligations of Dibz and the Dibz Shareholders to carry out the transactions
      contemplated hereby are subject to the fulfillment of each of the following
      conditions precedent on or before the Closing:

    


    
      	
              (a)  

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                Dibz hereunder will have been so executed and
                delivered;

            


    

    


    
      	
              (b)  

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by Haystar at or prior to the Closing will have
                been
                complied with or performed;

            


    

    


    
      	
              (c)  

            	
              Haystar
                will have delivered the Acquisition Shares to be issued pursuant
                to the
                terms of the Acquisition to Dibz at the Closing and the Acquisition
                Shares
                will be registered on the books of Haystar in the name of the holder
                of
                Dibz Shares at the time of Closing;

            


    

    


    
      	
              (d)  

            	
              title
                to the Acquisition Shares will be free and clear of all mortgages,
                liens,
                charges, pledges, security interests, encumbrances or other claims
                whatsoever;

            


    

    


    
      	
              (e)  

            	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	
              (i)  

            	
              any
                material adverse change in the financial position or condition of
                Haystar,
                its subsidiaries, their liabilities or the Haystar Assets or any
                damage,
                loss or other change in circumstances materially and adversely affecting
                Haystar, the Haystar Business or the Haystar Assets or Haystar’ right to
                carry on the Haystar Business, other than changes in the ordinary
                course
                of business, none of which has been materially adverse,
                or

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (ii)  

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to Haystar or the Haystar Business (whether or
                not
                covered by insurance) materially and adversely affecting Haystar,
                its
                subsidiaries, the Haystar Business or the Haystar
                Assets;

            


    

    


    
      	
               

            	
              (f)

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any;

            


    

    


    
      	
               

            	
              (g)

            	
              the
                transactions contemplated hereby shall have been approved by the
                Board of
                Directors of Haystar;

            


    

    


    
      	
              (h)  

            	
              each
                of the directors and officers of Haystar shall have resigned as directors
                and/or officers of Haystar;

            


    

    


    
      	
              (i)  

            	
              Mark
                Wood shall have been appointed to the Board of
                Directors.

            


    

    


    
      	
              (j)  

            	
              Andrew
                Glashow and David Hungerford shall have executed that certain Agreement,
                dated January 25, 2007 for the cancellation of 3,000,000 Haystar
                Common
                Shares;

            


    

    


    
      	
              (k)  

            	
              The
                Company shall have filed that certain Certificate of Designations
                as set
                forth on Schedule “K” hereto, to authorize and fix the terms of the Series
                A Preferred Stock and the number of shares constituting such
                series.

            


    

    


    Waiver
      by Dibz and the Dibz Shareholders

    


    7.4              The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of Dibz and the Dibz Shareholders and any such condition
      may
      be waived in whole or in part by Dibz or the Dibz Shareholders at or prior
      to
      the Closing by delivering to Haystar a written waiver to that effect signed
      by
      Dibz and the Dibz Shareholders. In the event that the conditions precedent
      set
      out in the preceding section are not satisfied on or before the Closing, Dibz
      and the Dibz Shareholders shall be released from all obligations under this
      Agreement.

    


    Nature
      of Conditions Precedent

    


    7.5              The
      conditions precedent set forth in this Article are conditions of completion
      of
      the transactions contemplated by this Agreement and are not conditions precedent
      to the existence of a binding agreement. Each party acknowledges receipt of
      the
      sum of $10.00 and other good and valuable consideration as separate and distinct
      consideration for agreeing to the conditions of precedent in favor of the other
      party or parties set forth in this Article.

    


    Termination

    


    7.6              Notwithstanding
      any provision herein to the contrary, if the Closing does not occur on or before
      January 26, 2007 (the “Termination Date”), this Agreement will be at an end and
      will have no further force or effect, unless otherwise agreed upon by the
      parties in writing.

    


    Confidentiality

    


    7.7           Notwithstanding
      any provision herein to the contrary, the parties hereto agree that the
      existence and terms of this Agreement are confidential and that if this
      Agreement is terminated pursuant to the preceding section the parties agree
      to
      return to one another any and all financial, technical and business documents
      delivered to the other party or parties in connection with the negotiation
      and
      execution of this Agreement and shall keep the terms of this Agreement and
      all
      information and documents received from Dibz and Haystar and the contents
      thereof confidential and not utilize nor reveal or release same, provided,
      however, that Haystar [will] be required to issue a news release regarding
      the
      execution and consummation of this Agreement.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      8

    RISK

    


    Material
      Change in the Business of Dibz

    


    8.1              If
      any material loss or damage to the Dibz Business occurs prior to Closing and
      such loss or damage, in Haystar' reasonable opinion, cannot be substantially
      repaired or replaced within sixty (60) days, Haystar shall, within two (2)
      days
      following any such loss or damage, by notice in writing to Dibz, at its option,
      either:

    


    
      	
              (a)  

            	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
                to complete the Acquisition and the other transactions contemplated
                hereby, in which case the proceeds and the rights to receive the
                proceeds
                of all insurance covering such loss or damage will, as a condition
                precedent to Haystar' obligations to carry out the transactions
                contemplated hereby, be vested in Dibz or otherwise adequately secured
                to
                the satisfaction of Haystar on or before the Closing
                Date.

            


    

    


    Material
      Change in the Haystar Business

    


    8.2              If
      any material loss or damage to the Haystar Business occurs prior to Closing
      and
      such loss or damage, in Dibz's reasonable opinion, cannot be substantially
      repaired or replaced within sixty (60) days, Dibz shall, within two (2) days
      following any such loss or damage, by notice in writing to Haystar, at its
      option, either:

    


    
      	
              (a)  

            	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
                to complete the Acquisition and the other transactions contemplated
                hereby, in which case the proceeds and the rights to receive the
                proceeds
                of all insurance covering such loss or damage will, as a condition
                precedent to Dibz's obligations to carry out the transactions contemplated
                hereby, be vested in Haystar or otherwise adequately secured to the
                satisfaction of Dibz on or before the Closing
                Date.

            


    

    


    


    ARTICLE
      9

    CLOSING

    


    Closing

    


    9.1              The
      Acquisition and the other transactions contemplated by this Agreement will
      be
      closed at the Place of Closing on Closing Date in accordance with the closing
      procedure set out in this Article.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Documents
      to be Delivered by Dibz

    


    9.2              On
      or before the Closing, Dibz and the Dibz Shareholders will deliver or cause
      to
      be delivered to Haystar:

    


    
      	
              (a)  

            	
              the
                original or certified copies of the charter documents of Dibz, including
                amendments thereof, and all corporate records documents and instruments
                of
                Dibz, the corporate seal of Dibz and all books and accounts of
                Dibz;

            


    

    


    
      	
              (b)  

            	
              all
                reasonable consents or approvals required to be obtained by Dibz
                for the
                purposes of completing the Acquisition and preserving and maintaining
                the
                interests of Dibz under any and all Dibz Material Contracts and in
                relation to Dibz Assets;

            


    

    


    
      	
              (c)  

            	
              certified
                copies of such resolutions and minutes of the shareholders and directors
                of Dibz as are required to be passed to authorize the execution,
                delivery
                and implementation of this
                Agreement;

            


    

    


    
      	
              (d)  

            	
              an
                acknowledgement from Dibz and the Dibz Shareholders of the satisfaction
                of
                the conditions precedent set forth in section 7.3
                hereof;

            


    

    


    
      	
              (e)  

            	
              the
                certificates or other evidence of ownership of the Dibz Shares, together
                with such other documents or instruments required to effect transfer
                of
                ownership of the Dibz Shares to
                Haystar;

            


    

    


    
      	
              (f)  

            	
              declaration
                of acceptance by Mark Wood of being elected as a member of the Board
                of
                Directors of Haystar,

            


    

    


    
      	
              (g)  

            	
              good
                standing certificate of Dibz, and

            


    

    


    
      	
              (h)  

            	
              such
                other documents as Haystar may reasonably require to give effect
                to the
                terms and intention of this
                Agreement.

            


    

    


    Documents
      to be Delivered by Haystar

    


    9.3              On
      or before the Closing, Haystar shall deliver or cause to be delivered to Dibz
      and the Dibz Shareholders:

    


    
      	
              (a)  

            	
              share
                certificates representing the Acquisition Shares duly registered
                in the
                names of the holders of shares of Dibz Common
                Stock;

            


    

    


    
      	
              (b)  

            	
              certified
                copies of such resolutions of the directors of Haystar as are required
                to
                be passed to authorize the execution, delivery and implementation
                of this
                Agreement;

            


    

    


    
      	
              (c)  

            	
              a
                certified copy of a resolution of the directors of Haystar dated
                as of the
                Closing Date appointing the nominees of Dibz as officers of Dibz
                and
                appointing the nominee of the Dibz Shareholders to the board of directors
                of Haystar;

            


    

    


    
      	
              (d)  

            	
              resignations
                of all of the officers of Haystar as of the Closing
                Date;

            


    

    


    
      	
              (e)  

            	
              resignation
                of Andrew Glashow and Keith Freadhoff as directors of
                Haystar;

            


    

    


    
      	
              (f)  

            	
              an
                acknowledgement from Haystar of the satisfaction of the conditions
                precedent set forth in section 7.1
                hereof;

            


    

    


    
      	
              (g)  

            	
              certificate
                or incorporation and good standing certificate of
                Haystar;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (h)  

            	
              an
                executed copy of the Agreement for the retirement of 3,000,000 Haystar
                Common Shares held by Andrew Glashow and David Hungerford,
                and

            


    

    


    
      	
              (i)  

            	
              such
                other documents as Dibz may reasonably require to give effect to
                the terms
                and intention of this Agreement.

            


    

    


    


    ARTICLE
      10

    POST-CLOSING
      MATTERS

    


    Forthwith
      after the Closing, Haystar,
      Dibz and the Dibz Shareholders, as the case may be, agree to use all their
      best
      efforts to:

    


    
      	
              (a)  

            	
              issue
                a news release reporting the
                Closing;

            


    

    


    
      	
              (b)  

            	
              change
                the name of Haystar to “________” of such other name as determined by the
                Board of Directors of Haystar;

            


    

    


    
      	
              (c)  

            	
              obtain
                adequate funding which will enable Dibz to pursue its business plan
                for
                the subsequent twelve (12) months;

            


    

    


    
      	
              (d)  

            	
              associate
                itself with financial intermediaries who have the experience and
                capability to provide financial public relations and market
                support.

            


    

    


    ARTICLE
      11

    GENERAL
      PROVISIONS

    


    Arbitration

    


    11.1           The
      parties hereto shall attempt to resolve any dispute, controversy, difference
      or
      claim arising out of or relating to this Agreement by negotiation in good
      faith.  If such good negotiation fails to resolve such dispute,
      controversy, difference or claim within fifteen (15) days after any party
      delivers to any other party a notice of its intent to submit such matter to
      arbitration, then any party to such dispute, controversy, difference or claim
      may submit such matter to arbitration in the City of New York, New
      York.

    


    Notice

    


    11.2              Any
      notice required or permitted to be given by any party will be deemed to be
      given
      when in writing and delivered to the address for notice of the intended
      recipient by personal delivery, prepaid single certified or registered mail,
      or
      telecopier. Any notice delivered by mail shall be deemed to have been received
      on the fourth business day after and excluding the date of mailing, except
      in
      the event of a disruption in regular postal service in which event such notice
      shall be deemed to be delivered on the actual date of receipt. Any notice
      delivered personally or by telecopier shall be deemed to have been received
      on
      the actual date of delivery.

    


    Addresses
      for Service

    


    11.3              The
      address for service of notice of each of the parties hereto is as
      follows:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (a)  

            	
              Haystar:

            


    

    


    4741
      Central, #458

    Kansas
      City, Missouri  64112

    Attention:

    Telephone
      no.

    Facsimile
      no.

    


    With
      a
      copy to:

    


    Anslow
      & Jaclin, LLP

    195
      Route
      9, Suite 204

    Manalapan,
      New Jersey 07726

    Attn:
      Gregg E. Jaclin, Esq.

    Phone: (732)409-1212

    Telecopier:
      (732)577-1188

    


    
      	
              (b)  

            	
              Dibz
                or the Dibz Shareholders:

            


    

    


    9595
      Six
      Pines – Market Street

    Building
      8, Level 2

    The
      Woodlands, TX 77380

    Attention:
      Mark Wood

    Telephone
      no.

    Facsimile
      no.

    


    With
      a
      copy to:

    


    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      New York 10018

    Attn:  Stephen
      M. Fleming, Esq.

    Phone:  (212)
      930-9700

    Telecopier:  (212)
      930-9725

    


    


    Change
      of Address

    


    11.4              Any
      party may, by notice to the other parties change its address for notice to
      some
      other address in North America and will so change its address for notice
      whenever the existing address or notice ceases to be adequate for delivery
      by
      hand. A post office box may not be used as an address for service.

    


    Further
      Assurances

    


    11.5              Each
      of the parties will execute and deliver such further and other documents and
      do
      and perform such further and other acts as any other party may reasonably
      require to carry out and give effect to the terms and intention of this
      Agreement.

    


    Time
      of the Essence

    


    11.6              Time
      is expressly declared to be the essence of this Agreement.

    


    Entire
      Agreement

    


    11.7              The
      provisions contained herein constitute the entire agreement among Dibz, the
      Dibz
      Shareholders and Haystar respecting the subject matter hereof and supersede
      all
      previous communications, representations and agreements, whether verbal or
      written, among Dibz, the Dibz Shareholders and Haystar with respect to the
      subject matter hereof.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Enurement

    


    11.8              This
      Agreement will enure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    Assignment

    


    11.9              This
      Agreement is not assignable without the prior written consent of the parties
      hereto.

    


    Counterparts

    


    11.10              This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by telecopier will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

    


    Applicable
      Law

    


    11.11                      This
      Agreement shall be enforced, governed by and construed in accordance with the
      laws of the State of New York applicable to agreements made and to be performed
      entirely within such state, without regard to the principles of conflict of
      laws  The parties hereto hereby submit to the exclusive jurisdiction
      of the United States federal courts located in New York, New York with respect
      to any dispute arising under this Agreement, the agreements entered into in
      connection herewith or the transactions contemplated hereby or thereby. All
      parties irrevocably waive the defense of an inconvenient forum to the
      maintenance of such suit or proceeding.  All parties further agree
      that service of process upon a party mailed by first class mail shall be deemed
      in every respect effective service of process upon the party in any such suit
      or
      proceeding.  Nothing herein shall affect either party’s right to serve
      process in any other manner permitted by law.  All parties agree that
      a final non-appealable judgment in any such suit or proceeding shall be
      conclusive and may be enforced in other jurisdictions by suit on such judgment
      or in any other lawful manner.  The party which does not prevail in
      any dispute arising under this Agreement shall be responsible for all fees
      and
      expenses, including attorneys’ fees, incurred by the prevailing party in
      connection with such dispute.

    


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    IN
      WITNESS WHEREOF the parties have executed this Agreement effective as
      of the day and year first above written.

    


    HAYSTAR
      SERVICES AND TECHNOLOGY, INC.

    


    


    


    By:_____________________________

         _________,
      Chief Executive Officer

    


    


    


    DIBZ
      INTERNATIONAL, INC.

    


    


    


    By:_____________________________

         Mark
      Wood, Chief Executive Officer

    


    


    


    SHAREHOLDERS
      OF DIBZ INTERNATIONAL, INC.

    


    


    


    _____________________

    


    


    


    _____________________