Unassociated Document


    ASSET
      PURCHASE AGREEMENT

     

    AGREEMENT,
      dated as of March 6, 2006 among Isidore Sobkowski, a resident of Connecticut
      ("Seller"), and Aprecia, Inc., a Delaware corporation with offices at 1177
      High
      Ridge Road, Stamford, CT 06905 (the "Purchaser").

    


    RECITALS

     

    A.
       Seller
      is
      the owner of certain assets relating to software based on open source induction
      technology designed to enable the automatic discovery of patterns and the
      automatic creation of rules for raw data.

    


    B. Purchaser
      desire to acquire certain assets from Seller. 

    


    C. Seller
      desires to sell the same to Purchaser. 

    


    D. It
      is
      intended that the sale of the Assets shall qualify for United States federal
      income tax purposes as a tax free transfer of property within the meaning of
      Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), and
      immediately following the Closing as contemplated herein, the Seller together
      with other founders shall be “in control” of the Purchaser as defined in Section
      368(c) of the Code.

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual representations, warranties, covenants and
      agreements herein set forth, the parties hereto hereby agree as
      follows:

    


    1.
      Sale of Assets.
      Subject
      to the terms and conditions of this Agreement, at the closing under this
      Agreement (the "Closing"), Seller shall sell, convey, assign, transfer and
      deliver to Purchaser, and Purchaser shall purchase, acquire and accept from
      Seller all right, title, and interest in and to the following assets (the
      "Assets"):

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    know-how
      related to the creation and issuance of automated alerts for fraudulent wagers
      placed at North American thoroughbred races, using open source algorithms as
      a
      base for the development of proprietary user interfaces, access methods to
      third-party systems, and workflow. 

     

    It
      is
      expressly understood that Purchaser shall not assume, pay or be liable for
      any
      liability or obligation of Seller of any kind or nature at any time existing
      or
      asserted, whether, known, unknown, fixed, contingent or otherwise, not
      specifically assumed herein by Purchaser.

    


    2.
      Purchase Consideration.
      In
      consideration of the purchase and sale of the Assets, Purchaser shall issue
      to
      Seller Nine Million Seven Hundred Thousand (9,700,000) shares of common stock
      of
      Purchaser (the “Purchase
      Consideration”)
      at the
      Closing.

    


    3.
      Closing. 

    


    3.1
       Place
      and Time.
      The
      Closing shall take place at the offices of Sichenzia Ross Friedman Ference
      LLP,
      1065 Avenue of the Americas, 21st Floor, New York, New York 10018, at 10:00
      a.m.
      on March 6, 2006, or at such other time or place as Purchaser and Seller may
      mutually agree as may be evidenced by their effecting the Closing (the "Closing
      Date"). 

    


    3.2
       Deliveries
      by Seller.
      At the
      Closing, Seller shall deliver the following to the Purchaser:

    


    (a) All
      of
      the tangible Assets including without limitation all books and records related
      thereto and/or the rights to take possession thereof.

    


    (b) Such
      deeds, bills of sale, assignments and other instruments of conveyance and
      transfer, and such powers of attorney, as shall be effective to vest in
      Purchaser title to or other interest in, and the right to full custody and
      control of, the Assets, free and clear of all liens, charges, encumbrances
      and
      security interests whatsoever including, but not limited to, the Bill of Sale
      form annexed hereto as Exhibit
      3.2(b).

    


    (c) All
      other
      documents, certificates, instruments or writings reasonably required by
      Purchaser to be delivered by Seller at or prior to the Closing pursuant to
      this
      Agreement.

    


    3.3
       Deliveries
      by Purchaser.
      At the
      Closing, Purchaser shall deliver the following to the Seller:

    


    (a)
       the
      Purchase Consideration in the form of a stock certificate in the name of Seller
      for Nine Million Seven Hundred Thousand (9,700,000) shares of Purchaser’s common
      stock (the “Shares”).

    


    3.4 Proceedings.
      All
      proceedings which shall be taken and all documents which shall be executed
      and
      delivered by the parties on the Closing Date shall be deemed to have been taken
      and executed simultaneously, and no proceeding shall be deemed taken nor any
      documents executed or delivered until all have been taken, executed and
      delivered.

     

    
      
        
        

      

      
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    3.5 Conditions
      to Purchaser' Obligations.
      The
      obligations of Purchaser to effect the Closing shall be subject to the
      satisfaction at or prior to the Closing of the following conditions, any one
      or
      more of which may be waived by Purchaser:

    


    (a) There
      shall not be in effect any injunction, order or decree of a court of competent
      jurisdiction that prohibits or delays consummation of any or all of the
      transactions contemplated in this Agreement nor shall any proceeding seeking
      any
      of the foregoing have been commenced.

    


    (b) The
      representations and warranties of Seller set forth in this Agreement shall
      be
      true and correct in all material respects as of the date of this Agreement
      and
      as of the Closing Date as though made at such time.

    


    (c) Seller
      shall have performed and complied in all material respects with the agreements
      contained in this Agreement required to be performed and complied with by it
      prior to or at the Closing.

    


    (d) Purchaser
      shall have received a certificate to the effect set forth in clauses (b) and
      (c)
      above signed by the Seller.

    


    3.6 Conditions
      to Seller's Obligations.
      The
      obligations of Seller to effect the Closing shall be subject to the satisfaction
      at or prior to the Closing of the following conditions, any one or more of
      which
      may be waived by Seller:

    


    (a) There
      shall not be in effect any injunction, order or decree of a court of competent
      jurisdiction that prohibits or delays the consummation of any or all of the
      transactions contemplated herein nor shall any proceeding seeking any of the
      foregoing have been commenced.

    


    (b) The
      representations and warranties of the Purchaser set forth in this Agreement
      shall be true and correct in all material respects as of the date of this
      Agreement and as of the Closing Date as though made at such time.

    


    (c) The
      Purchaser shall have performed and complied in all material respects with the
      agreements contained in this Agreement required to be performed and complied
      with by it prior to or at the Closing.

    


    4.
      Representations and Warranties of Seller.
      Seller
      hereby represents and warrants to Purchaser as follows:

    


    4.1  
No
      Conflicts.
      

     

    
      
        
        

      

      
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    (a) Seller
      has the right, power, authority and capacity to execute and deliver this
      Agreement and to perform its obligations under this Agreement.

    


    (b) Neither
      the execution, delivery or performance of this Agreement by Seller nor the
      consummation by Seller of the transactions contemplated hereby will, directly
      or
      indirectly (with or without notice or lapse of time or both):

    


    (i)
       contravene,
      conflict with or result in a violation or breach of (A) any legal requirement
      or
      any governmental order to which Seller or any of the properties or assets owned
      or used by Seller may be subject, or (B) any authorization, license or permit
      of
      any governmental authority, including any private investigatory license or
      other
      similar license, which is held by Seller or that otherwise relates to the
      business of, or any of the assets owned or used by Seller; 

     

    (ii)
       result
      in
      a violation or breach of or constitute a default, give rise to a right of
      termination, cancellation or acceleration, create any entitlement to any payment
      or benefit or require the consent or approval of or any notice to or filing
      with
      any third party under any contract to which Seller is a party or to which his
      or
      his properties or assets may be bound, or require the consent or approval of
      or
      any notice to or filing with any governmental authority to which the Seller
      or
      his properties or assets may be subject; or 

     

    (iii)
       result
      in
      the imposition or creation of any encumbrance upon or with respect to any of
      the
      properties or assets owned or used by Seller. 

     

    4.2 No
      Undisclosed Liabilities.
       Seller
      has no material liabilities or obligations of any nature (whether absolute,
      accrued, contingent, or otherwise) with respect to the Assets except for
      liabilities or obligations which have previously been disclosed to Purchaser
      and
      current liabilities incurred in the ordinary course of business, which current
      liabilities are consistent with the representations and warranties contained
      in
      this Agreement and will not, individually or in the aggregate, have a material
      adverse change in the business, operations, properties, prospects, liabilities,
      results of operations, assets or condition (financial or otherwise) of
      Seller.

    


    4.3 Taxes.
      With
      respect to the Assets, Seller has properly and timely filed all federal, state
      and local Tax returns and has paid all Taxes, assessments and penalties due
      and
      payable. All such Tax returns were complete and correct in all respects as
      filed, and no claims have been assessed with respect to such returns. There
      are
      no present, pending, or threatened audit, investigations, assessments or
      disputes as to Taxes of any nature payable by the Seller, nor any Tax liens
      whether existing or inchoate on any of the assets of the Seller, except for
      current year Taxes not presently due and payable. The federal income Tax returns
      of the Seller have never been audited. No IRS or foreign, state, county or
      local
      Tax audit is currently in progress. The Seller has not waived the expiration
      of
      the statute of limitations with respect to any Taxes. There are no outstanding
      requests by the Seller for any extension of time within which to file any Tax
      return or to pay Taxes shown to be due on any Tax return. Other than with
      respect to the Seller, the Seller is not liable for Taxes of any other person
      or
      entity or is currently under any contractual obligation to indemnify any person
      or entity with respect to Taxes or is a party to any Tax sharing agreement
      or
      any other agreement providing for payments by the Seller with respect to Taxes.
      

     

    
      
        
        

      

      
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    For
      purposes of this Agreement, the term “Tax” shall mean any United States federal,
      national, state, provincial, local or other jurisdictional income, gross
      receipts, property, sales, use, license, excise, franchise, employment, payroll,
      estimated, alternative or add-on minimum, ad valorem, transfer or excise tax,
      or
      any other tax, custom, duty, governmental fee or other like assessment or charge
      imposed by any governmental authority, together with any interest or penalty
      imposed thereon. 

    


    4.4 Compliance
      with Law; Governmental Authorizations.
      To the
      best of Seller’s knowledge, Seller is in compliance with all federal, state and
      local laws, authorizations, licenses and permits of any governmental authority
      and all governmental orders affecting the properties and assets of Seller,
      including federal, state and local: (i) Occupational Safety and Health Laws;
      (ii) private investigatory and other similar laws; (iii) the Fair Credit
      Reporting Act and similar state and local laws; and (iv) laws regarding or
      relating to trespass or violation of privacy rights. Seller has not been charged
      with violating, nor to the knowledge of Seller, threatened with a charge of
      violating, nor, to the knowledge of Seller, is Seller under investigation with
      respect to a possible violation of any provision of any federal, state or local
      law relating to any of, properties or assets.

    


    4.7 Effect
      of Agreement.
      This
      Agreement has been duly executed and delivered by Seller and constitutes, and
      such other agreements and instruments to be executed by Seller pursuant hereto,
      when so duly executed and delivered, will constitute, legal, valid and binding
      obligations of Seller, enforceable in accordance with their respective terms,
      except as such enforcement may be limited by bankruptcy, insolvency,
      reorganization, receivership, moratorium or other similar laws relating to
      or
      affecting the rights of creditors generally and by general equity principles
      (regardless of whether such enforcement is considered in a proceeding in equity
      or at law).

    


    4.8 Title
      to Assets.
      After
      giving effect to the transactions contemplated by this Agreement, Purchaser
      will
      have good and valid title to all of the Assets, free and clear of all, liens,
      encumbrances, restrictions, security interests, mortgages, and claims (including
      any related to duty or customs), except with respect to any of the foregoing
      which may be incurred by Purchaser.

    


    4.9
       Broker's
      Fees.
      Seller
      has not employed any broker or finder or incurred any liability for any broker's
      or finder's fees or commissions in connection with this Agreement or the
      transactions contemplated herein.

    


    4.10 Intentionally
      Left Blank.

    


    4.11 Disclosure.
      No
      representation or warranty by Seller in this Agreement, nor in any certificate,
      schedule or exhibit delivered or to be delivered pursuant to this Agreement
      contains or will contain any untrue statement of material fact, or omits or
      will
      omit to state a material fact necessary to make the statements herein or
      therein, in light of the circumstances under which they were made, not
      misleading.

     

    
      
        
        

      

      
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    4.13 Legal
      Proceedings.
      There
      is no pending claim, action, investigation, arbitration, litigation, suit or
      other proceeding (“Proceeding”):

     

    (a)
      that
      has been commenced by or against the Seller or that otherwise relates to or
      may
      affect the business of, or any of the properties or assets owned, held or used
      by, the Seller; or 

    


    (b)
      that
      challenges, or that may have the effect of preventing, delaying, making illegal,
      or otherwise interfering with, any of the transactions contemplated hereby.
      

    


    To
      the
      knowledge of the Seller, (A) no such Proceeding has been threatened, and (B)
      no
      event has occurred or circumstance exists that may give rise to or serve as
      a
      basis for the commencement of any such Proceeding. 

    


    4.14 Investment
      Representations

    


    (a)
      The
      Seller is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of
      Regulation D.

    


    (b)
      The
      Seller understands that the Shares are being offered and sold to it in reliance
      on specific exemptions from the registration requirements of United States
      federal and state securities laws and that the Purchaser is relying in part
      upon
      the truth and accuracy of, and such Seller’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      such Seller set forth herein in order to determine the availability of such
      exemptions and the eligibility of such Buyer to acquire such
      securities.

    


    (c)
      Seller understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Shares, or the fairness or suitability of the investment
      in
      the Shares, nor have such authorities passed upon or endorsed the merits of
      the
      offering of the Shares.

    


    (d)
      Seller understands that the certificates or other instruments representing
      the
      Shares shall bear a restrictive legend in substantially the following form
      (and
      a stop -transfer order may be placed against transfer of such stock
      certificates):

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A
      VIEW
      TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      IN
      THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR
      AN
      OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
      REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. 

     

    
      
        
        

      

      
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    The
      legend set forth above shall be removed and the Purchaser shall issue a
      certificate without such legend to the holder of the Shares upon which it is
      stamped, if, unless otherwise required by state securities laws, (i) in
      connection with a sale transaction, provided the Shares are registered under
      the
      Securities Act of 1933, as amended, or (ii) in connection with a sale
      transaction, after such holder provides the Purchaser with an opinion of
      counsel, which opinion shall be in form, substance and scope customary for
      opinions of counsel in comparable transactions, to the effect that a public
      sale, assignment or transfer of the Shares may be made without registration
      under the Securities Act of 1933, as amended.

    


    5.
      Representations and Warranties of Purchaser.
      Purchaser hereby represents and warrants to Seller as follows:

    


    5.1 Effect
      of Agreement.
      This
      Agreement has been duly executed and delivered by Purchaser and constitutes,
      and
      each other agreement, document or instrument to be executed by Purchaser
      pursuant hereto, when so duly executed and delivered, will constitute, legal,
      valid and binding obligations of Purchaser, enforceable against Purchaser in
      accordance with their terms, except as such enforcement may be limited by
      bankruptcy, insolvency, reorganization, receivership, moratorium or other
      similar laws relating to or affecting the rights of creditors generally and
      by
      general equity principles (regardless of whether such enforcement is considered
      in a proceeding in equity or at law).

    


    5.2
       Knowledge.
      Purchaser have not relied on any representations or warranties of any Seller
      or
      any agent of any Seller, whether implied or otherwise, other than those
      expressly made by Seller in this Agreement, in making its determination to
      enter
      into and consummate this Agreement.

    


    5.3
       Broker's
      Fees.
      Purchaser have not employed any broker or finder or incurred any liability
      for
      any broker's or finder's fees or commissions in connection with this Agreement
      or the transactions contemplated herein.

     

    6. Pre-Closing
      Covenants.

    


    6.1 Compliance
      with Conditions.
      The
      parties hereto shall use their best efforts to cause the Closing to be
      consummated and to cause the execution and delivery of the documents referred
      to
      in Section 3 hereof and to bring about the satisfaction of the conditions to
      the
      obligations of the parties hereto set forth in Section 3, herein.

    


    6.2 Update
      of Exhibits.
      From
      and after the date hereof and up to the Closing Date, the parties hereto shall
      update the exhibits to this Agreement to the extent necessary to make such
      exhibits true and accurate as of the Closing Date and shall deliver copies
      of
      such updated exhibits to Purchaser or Seller, as the case may be, immediately
      upon their preparation.

     

    
      
        
        

      

      
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    6.3 Consents.
      From
      and after the date hereof, the parties hereto shall use their best efforts
      to
      obtain all of the certificates, authorizations, consents or approvals required
      as set forth in Section 3 hereof. Evidence of such certificates, authorizations,
      consents or approvals shall be delivered to Purchaser or Seller, as the case
      may
      be, on or prior to the Closing. 

    


    6.4 Business
      Practices.
      From
      and after the date hereof and up to the Closing Date, Seller shall continue
      to
      run the business of Seller in a manner consistent with past business practices
      including the satisfaction of all of its then current obligations. 

    


    7. Indemnifications
      by Seller and Purchaser.

    


    7.1 Indemnification
      by Seller.
      Seller
      shall indemnify and hold harmless Purchaser and shall reimburse Purchaser for
      any loss, liability, claim, damage, expense (including, without limitation,
      costs of investigation and defense and reasonable attorney's fees) or diminution
      of value (collectively, "Damages") arising from or in connection
      with:

    


    (a) any
      inaccuracy in any of the representations and warranties of Seller in this
      Agreement or in any certificate delivered by Seller pursuant to this Agreement,
      or any actions, omissions or state of facts inconsistent with any such
      representation or warranty (for purposes of this clause (a), each schedule
      and
      exhibit to this Agreement shall be deemed a representation and
      warranty);

    


    (b) any
      failure by Seller to perform or comply with any agreement made by it under
      this
      Agreement;

    


    (c) any
      operations or business conducted, commitment made, service rendered or condition
      existing or any action taken or omitted by or on behalf of Seller, except for
      any claims for which Purchaser is required to indemnify Seller pursuant to
      Section 7.2 herein;

    


    (d) any
      claim
      by any person for brokerage or finder's fees or commissions or similar payments
      based upon any agreement or understanding alleged to have been made by any
      such
      person with Seller (or any person acting on its behalf) in connection with
      any
      of the transactions contemplated herein; and

    


    (e) Seller's
      failure to comply with the "Bulk Sales Laws" under the Uniform Commercial
      Code;

    


    provided,
      however,
      that
      (i) Seller shall have no obligation to indemnify Purchaser for Damages until
      the
      aggregate Damages exceed $20,000 and, in such event, for the full amount of
      such
      Damages, (ii) Seller' aggregate liability for Damages shall in no event exceed
      the Purchase Consideration, and (iii) Seller shall have no obligation to
      indemnify Purchaser for any claims made by Purchaser under this Section 7.1
      after twenty four (24) months after the Closing Date. 

    


    7.2 Indemnification
      by Purchaser.
      Purchaser shall indemnify and hold harmless Seller, and shall reimburse Seller
      for any Damages arising from or in connection with:

     

    
      
        
        

      

      
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    (a) any
      inaccuracy in any of the representations and warranties of Purchaser in this
      Agreement or in any certificate delivered by Purchaser pursuant to this
      Agreement, or any actions, omissions or state of facts inconsistent with any
      such representation or warranty (for purposes of this clause (a), each schedule
      and exhibit to this Agreement shall be deemed a representation and
      warranty);

    


    (b) any
      failure by Purchaser to perform or comply with any agreement made by it under
      this Agreement;

    


    (c) any
      claim
      by any person for brokerage or finder's fees or commissions or similar payments
      based upon any agreement or understanding alleged to have been made by such
      person with Purchaser (or any person acting on its behalf, regardless of whether
      such person purported to act on behalf of Seller) in connection with any of
      the
      transactions contemplated in this Agreement; and

    


    (d) obligations
      with respect to any product liability associated with the Equipment for the
      period after the Closing Date; 

    


    provided,
      however,
      that
      (i) Purchaser shall have no obligation to indemnify Seller for Damages until
      the
      aggregate Damages exceed $20,000 and, in such event, for the full amount of
      such
      Damages, (ii) Purchaser' aggregate liability for Damages shall in no event
      exceed the Purchase consideration, and (iii) Purchaser shall have no obligation
      to indemnify Seller for any claims made by any Seller under this Section 7.2
      after twenty four (24) months after the Closing Date.

     

    7.3 Procedure
      for Indemnification.
      Promptly after receipt by an indemnified party under Section 7.1 or 7.2 hereof
      of notice of the commencement of any action or assertion of any claim, such
      indemnified party shall, if a claim in respect thereof is to be made against
      an
      indemnifying party under such Section, give notice to the indemnifying party
      of
      the commencement or assertion thereof, but the failure so to notify the
      indemnifying party shall not relieve it of any liability that it may have to
      any
      indemnified party except to the extent the indemnifying party demonstrates
      that
      the defense of such action is materially prejudiced thereby. If any such action
      shall be brought against an indemnified party and it shall give notice to the
      indemnifying party of the commencement thereof, the indemnifying party shall
      be
      entitled to participate therein and, to the extent that it shall wish, to assume
      the defense thereof with counsel satisfactory to such indemnified party and,
      after notice from the indemnifying party to such indemnified party of its
      election so to assume the defense thereof, the indemnifying party shall not
      be
      liable to such indemnified party under such Section for any fees of other
      counsel or any other expenses, in each case subsequently incurred by such
      indemnified party in connection with the defense thereof, other than reasonable
      costs of investigation. If an indemnifying party assumes the defense of such
      an
      action:

    


    (a) no
      compromise or settlement thereof may be effected by the indemnifying party
      without the indemnified party's consent which shall not be unreasonably withheld
      unless (i) there is no finding or admission of any violation of law or any
      violation of the rights of any person and no effect on any other claims that
      may
      be made against the indemnified party and (ii) the sole relief provided is
      monetary damages that are paid in full by the indemnifying party;
      and

     

    
      
        
        

      

      
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    (b) the
      indemnifying party shall have no liability with respect to any compromise or
      settlement thereof effected without its consent. If notice is given to an
      indemnifying party of the commencement of any action and it does not, within
      ten
      (10) business days after the indemnified party's notice is given, give notice
      to
      the indemnified party of its election to assume the defense thereof, the
      indemnifying party shall be bound by any determination made in such action
      or
      any compromise or settlement thereof effected by the indemnified party.
      Notwithstanding the foregoing, if an indemnified party determines in good faith
      that there is a reasonable probability that an action may materially and
      adversely affect it or its affiliates other than as a result of monetary
      damages, such indemnified party may, by notice to the indemnifying party, assume
      the exclusive right to defend, compromise or settle such action at its cost
      or
      expense, but the indemnifying party shall not be bound by any determination
      of
      an action so defended or any compromise or settlement thereof effected without
      its consent (which shall not be unreasonably withheld).

    


    8. Miscellaneous.
      

    


    8.1 Bulk
      Sales Laws:
      The
      parties hereto hereby agree to waive compliance with "Bulk Sales Laws" under
      the
      Uniform Commercial Code and the related notice provisions thereof.

    


    8.2 Survival.
      All
      representations, warranties and agreements contained in this Agreement or in
      any
      certificate delivered pursuant to this Agreement shall survive eighteen (18)
      months after Closing.

    


    8.3 Waivers
      and Amendments.
      

    


    (a) This
      Agreement may be amended, modified or supplemented only by a written instrument
      executed by the parties hereto. The provisions of this Agreement may be waived
      only by an instrument in writing executed by the party granting the waiver.
      No
      action taken pursuant to this Agreement, including without limitation, any
      investigation by or on behalf of any party, shall be deemed to constitute a
      waiver by the party taking such action of compliance with any representation,
      warranty, covenant or agreement contained herein. The waiver by any party hereto
      of a breach of any provision of this Agreement shall not operate or be construed
      as a further or continuing waiver of such breach or as a waiver of any other
      or
      subsequent breach.

    


    (b) No
      failure on the part of any party to exercise, and no delay in exercising any
      right, power or remedy hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise of such right, power or remedy by such party
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy. All remedies hereunder are cumulative and are not
      exclusive of any other remedies provided by law.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    8.4 Fees
      and Expenses.
      Each
      party shall be responsible for its respective fees and expenses incurred in
      connection with this transaction.

    


    8.5 Notices.
      All
      notices, requests, demands and other communications that are required or may
      be
      given under this Agreement shall be in writing and shall be deemed to have
      been
      duly given or made: if by hand, immediately upon delivery; if by telex,
      telecopier, telegram or similar electronic device, immediately upon sending,
      provided it is sent on a business day, but if not, then immediately upon the
      beginning of the first business day after being sent; if by Federal Express,
      Express Mail or any other overnight delivery service, on the first business
      day
      after dispatch; if by registered or certified mail, return receipt requested,
      upon receipt by the addressee. All notices, requests and demands are to be
      given
      or made to the parties at the following addresses (or to such other address
      as
      either party may designate by notice in accordance with the provisions of this
      paragraph):

    


    
      	 	
              If
                to Seller:

            	
              Isidore
                Sobkowski

            
	 	 	
              1177
                High Ridge Road

            
	 	 	
              Stamford,
                CT 06905

            
	 	 	
              Telephone:
                (203) 249-2048

            
	 	 	
              Facsimile:
                (203) 968-9033

            
	 	 	 
	 	
              With
                a copy to:

            	
              Hilary
                B. Miller, Esq.

            
	 	 	
              Law
                Offices of Hilary B. Miller

            
	 	 	
              112
                Parsonage Road

            
	 	 	
              Greenwich,
                CT 06830-3942

            
	 	 	
              Telephone:
                (203) 399-1320

            
	 	 	
              Facsimile:
                (914) 206-3727

            
	 	 	 
	 	
              If
                to Purchaser:

            	
              Aprecia,
                Inc.

            
	 	 	
              1177
                High Ridge Road

            
	 	 	
              Stamford,
                CT 06905

            
	 	 	
              Telephone:
                

            
	 	 	
              Facsimile:

            
	 	 	 
	 	
              With
                a copy to:

            	
              Sichenzia
                Ross Friedman Ference LLP

            
	 	 	
              1065
                Avenue of the Americas, 21st Floor

            
	 	 	
              Attn:
                Marc Ross, Esq.

            
	 	 	
              New
                York, New York 10018

            
	 	 	
              Telephone:
                (212) 930-9700

            
	 	 	
              Facsimile:
                (212) 930-9725

            


    

    


    8.6 Entire
      Agreement.
      This
      Agreement and the schedules and exhibits hereto set forth the entire agreement
      and understanding between the parties hereto with respect to the subject matter
      hereof and supersede any prior negotiations, agreements, letters of intent,
      understandings or arrangements between the parties hereto with respect to the
      subject matter hereof.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    8.7 Binding
      Effect, Benefits, Construction.
      This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors. Nothing in this Agreement, expressed or
      implied, is intended to confer on any person other than the parties hereto,
      or
      their respective successors, any rights, remedies, obligations or liabilities
      under or by reason of this Agreement.

    


    8.8 Non-Assignability.
      This
      Agreement and any rights pursuant hereto shall not be assignable by any party
      hereto without the prior written consent of the other party.

    


    8.9 Arbitration.
      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 with the American Arbitration Association in the City of New York,
      New York.

    


    8.10  Applicable
      Law, Venue, Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced exclusively in the state and federal
      courts sitting in the City of New York. Each party hereby irrevocably submits
      to
      the exclusive jurisdiction of the state and federal courts sitting in the City
      of New York, borough of Manhattan for the adjudication of any dispute hereunder
      or in connection herewith or with any transaction contemplated hereby or
      discussed herein, and hereby irrevocably waives, and agrees not to assert in
      any
      suit, action or proceeding, any claim that it is not personally subject to
      the
      jurisdiction of any such court, that such suit, action or proceeding is improper
      or inconvenient venue for such proceeding. Each party hereby irrevocably waives
      personal service of process and consents to process being served in any such
      suit, action or proceeding by mailing a copy thereof via registered or certified
      mail or overnight delivery (with evidence of delivery) to such party at the
      address in effect for notices to it under this Agreement and agrees that such
      service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. The parties hereby waive all
      rights to a trial by jury. If either party shall commence an action or
      proceeding to enforce any provisions of the Agreement, then the prevailing
      party
      in such action or proceeding shall be reimbursed by the other party for its
      attorneys’ fees and other costs and expenses incurred with the investigation,
      preparation and prosecution of such action or proceeding

    


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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    8.12  Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    


    IN
      WITNESS WHEREOF,
      Purchaser and Seller have caused this Agreement to be signed by their duly
      authorized respective officers all as of the date first written
      above.

    


    
      	 	
              SELLER:

            	
              Isidore
                Sobkowski

            
	 	 	 
	 	 	
              /s/Isidore
                Sobkowski

            
	 	 	 
	 	 	 
	 	
              PURCHASER:
                

            	
              Aprecia,
                Inc., a Delaware Corporation

            
	 	 	 
	 	 	 
	 	 	
              By:
                /s/Solomon Lax

            
	 	
               

            	
              Name:
                Solomon Lax

            
	 	 	
              Title:
                Chief Executive Officer

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Exhibit
      

    


    BILL
      OF SALE

    


    WHEREAS,
      Isidore Sobkowski, a resident of Connecticut ("Seller"), and Aprecia, Inc.,
      a
      Delaware corporation (the "Purchaser"), have entered into an Asset Purchase
      Agreement, dated February 23, 2006 (the "Agreement"), pursuant to which Seller
      has agreed to sell to Purchaser, and Purchaser have agreed to purchase from
      Seller the "Assets" (as defined in the Agreement);

    


    NOW,
      THEREFORE, Seller, for good and valuable consideration paid to it, and pursuant
      to the provisions of the Agreement, which are hereby incorporated by reference
      herein, have granted, bargained, sold, conveyed, assigned, released, transferred
      and delivered, and by these presents do grant, bargain, sell, convey, assign,
      release, transfer and deliver unto Purchaser, its successors and assigns, to
      have and hold the same forever, the Assets.

    


    Seller,
      for itself and its successors and assigns, does hereby convey to Purchaser
      good
      and marketable title to the Assets free and clear of all liens, liabilities,
      claims and encumbrances, except as provided in the Agreement or as may have
      been
      created by Purchaser, and do for its successors and assigns covenant and agree
      to warrant and defend the sale of the Assets to Purchaser, its successors and
      assigns, against all and every person.

    


    No
      other
      warranty or representation, except as expressly made by Seller in the Agreement
      or in this Bill of Sale, is made by Seller, nor shall any be
      implied.

    


    IN
      WITNESS WHEREOF, Seller has caused this instrument to be executed by its duly
      authorized officers this 23rd
      day of
      February, 2006, to become effective on the date hereof.

     

    
      	 	
              Isidore
                Sobkowski

            
	 	 
	 	
              /s/Isidore
                Sobkowski

            
	 	 
	 	 
	
               

            	
              APRECIA,
                INC.

            
	 	
              A
                Delaware Corporation

            
	 	 
	 	
              By:
                /s/Solomon Lax

            
	 	
              Name:
                Solomon Lax

            
	 	
              Title:
                Chief Executive Officer

            


    

    


    
      
        
        

      

      
        14