Exhibit 10.10


    

      Exhibit
        10.10 Stock
        Purchase Agreement dated as of September 30, 2006 by and among Jackray
        Corporation, James B. Wiegand, Katherine Gould and Barry A.
        Ginsberg.

      


      


      AGREEMENT
        FOR THE PURCHASE OF COMMON STOCK

      


      AGREEMENT,
        made this 30th
        day of
        September, 2006, by and between Katherine Gould (“Gould”), James B. Wiegand
        (“Wiegand”) individually (collectively “the Shareholders”), Jackray, Inc.
        (“Jackray”) a Colorado Corporation, and Barry A. Ginsberg, O.D., P.A. residing
        at 3011 Yamato Road, A-17, Boca Raton, Florida 33434 (“the Purchaser”), is for
        the purpose of setting forth the terms and conditions upon which the
        Shareholders will sell to the Purchaser 800,000 shares of Jackray’s common
        stock.

       

      NOW,
        THEREFORE, in consideration of the mutual promises, covenants, and
        representations contained herein, THE PARTIES HERETO AGREE AS
        FOLLOWS:

      


      ARTICLE
        I

      SALE
        OF
        SECURITIES

      


      Subject
        to the terms and conditions of this Agreement, the Shareholders agree to
        sell,
        and Purchaser agrees to purchase at the Closing, 800,000 shares (the “Shares”)
        of the common stock of Jackray for $100,000. 

      


      The
        Shareholders will deliver, in total, 800,000 shares of Jackray no par value
        common stock in exchange for $100,000, to be paid as follows: (a) Purchasers
        have wire transferred $50,000 to the escrow agent Paykin Greenblatt Lesser
&
Krieg LLP, pursuant to the annexed wire instructions; and (b) ninety days
        later
        an additional wire transfer of $50,000 to the escrow agent Paykin Greenblatt
        Lesser & Krieg LLP.

      Upon
        execution of this Agreement the Shareholders will overnight Corporate Records
        and Closing Documents to Purchaser.

       

      The
        Purchaser shall designate to the Shareholders the denominations of the
        certificates requested as set forth on the signature page contained herein.
        Closing is considered to be at the time that delivery of the items set forth
        in
        Section IV below occurs. 

      


       

      ARTICLE
        II 

      REPRESENTATIONS
        AND WARRANTIES

      


      The
        Shareholders and Jackray, jointly and severally, represent and warrant to
        Purchasers the following:


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      2.01
        Organization.
        Jackray
        is a corporation duly organized, validly existing, and in good standing under
        the laws of Colorado, has all necessary corporate powers to own properties
        and
        carry on a business, and is duly qualified to do business and is in good
        standing in Colorado. All actions taken by the Incorporators, Directors and/or
        shareholders of Jackray have been valid and in accordance with the laws of
        the
        State of Colorado.

      


      2.02
        Capital.
        The
        authorized capital stock of Jackray consists of 20,000,000 shares of common
        stock, no par value, of which 1,050,000 shares are issued and outstanding.
        All
        outstanding shares are fully paid and non assessable, free of liens,
        encumbrances, options, restrictions and legal or equitable rights of others
        not
        a party to this Agreement. At closing, there will be no outstanding
        subscriptions, options, rights, warrants, convertible securities, or other
        agreements or commitments obligating Jackray to issue or to transfer from
        treasury any additional shares of its capital stock. None of the outstanding
        shares of Jackray are subject to any stock restriction agreements. There
        are
        approximately 25 shareholders of Jackray. All of such shareholders have valid
        title to such shares and acquired their shares in a lawful transaction and
        In
        accordance with Colorado corporate law. 

      


      2.03
        Financial
        Statements.
        Audited
        financial statements will be provided at the closing and will include the
        balance sheets of Jackray as of September 30,2005 and the related statements
        of
        income and retained earnings for the period then ended. The financial statements
        have been prepared in accordance with generally accepted accounting principles
        consistently followed by Jackray throughout the periods indicated, and fairly
        present the financial position of Jackray as of the date of the balance sheet
        included in the financial statements, and the results of its operations for
        the
        periods indicated.

      


      2.04
        Absence
        of Changes.
        Since
        September 30, 2005, there has not been any change In the financial condition
        or
        operations of Jackray, except changes in the ordinary course of business,
        which
        changes have not in the aggregate been materially adverse and will be fully
        disclosed.

      


      2.05
        Liabilities.
        Jackray
        did not as of September 30, 2005 and at the signing of this Agreement, have
        any
        debt, liability, or obligation of any nature, whether accrued, absolute,
        contingent, or otherwise, and whether due or to become due, that is not
        reflected in Jackray’s balance sheet as of September 30,2005. The Shareholders
        are not aware of any pending, threatened or asserted claims, lawsuits or
        contingencies involving Jackray, its directors, officers or its common stock.
        There is no dispute of any kind between Jackray and any third party, and
        no such
        dispute will exist at the closing of this Agreement. At closing, Jackray
        will be
        free from any and all liabilities, liens, claims and/or
        commitments.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      2.06
        Tax
        Returns.
        Within
        the times and in the manner prescribed by law, Jackray has filed all federal,
        state, and local tax returns required by law and has paid all taxes,
        assessments, and penalties due and payable, copies of which are annexed hereto.
        No federal income tax returns of Jackray have been audited by the Internal
        Revenue Service. “The provision for taxes, if any, reflected in Jackray’s
        balance sheet as of September 30, 2005 , is adequate for any and all federal,
        state, county, and local taxes for the period ending on the date of that
        balance
        sheet and for all prior periods, whether or not disputed. There are no present
        disputes as to taxes of any nature payable by Jackray.

      


      2.07
        Ability
        to Carry Out Obligations.
        The
        Shareholders have the right, power, and authority to enter into, and perform
        their obligations under this Agreement. The execution and delivery of this
        Agreement by the Shareholders and the performance by the Shareholders of
        their
        obligations hereunder will not cause, constitute, or conflict with or result
        in
        (a) any breach or violation or any of the provisions of or constitute a default
        under any license, indenture, mortgage, charter, instrument, articles of
        incorporation, bylaw, or other agreement or instrument to which Jackray or
        the
        Shareholders are a party, or by which they may be bound, nor will any consents
        or authorizations of any party other than those hereto be required, (b) an
        event
        that would cause Jackray to be liable to any party, or (c) an event that
        would
        result in the creation or imposition of any lien, charge, or encumbrance
        on any
        asset of Jackray or upon the securities of Jackray to be acquired by
        Purchasers.

      


      2.08
        Full
        Disclosure.
        None of
        representations and warranties made by the Shareholders, or in any certificate
        or memorandum furnished or to be furnished by the Shareholders, or on their
        behalf, contains or will contain any untrue statement of a material fact,
        or
        omit any material fact the omission of which would be misleading.

      


      2.09
        Contracts
        and Leases.
        Jackray
        does not now and has never carried on any business. Jackray is not a party
        to
        any contract, agreement or lease. No person holds a power of attorney from
        Jackray.

      


      2.10
        Compliance
        with Laws.
        Jackray
        has complied with, and is not in violation of any federal, state, or local
        statute, law, and/or regulation pertaining to Jackray. Jackray has complied
        with
        all federal and state securities laws in connection with the offer, sale
        and
        distribution of its securities. 

      


      2.11
        Litigation.
        Jackray
        is not (and has not been) a party to any suit, action, arbitration, or legal,
        administrative, or other proceeding, or pending governmental investigation.
        To
        the best knowledge of the Shareholders, there is no basis for any such action
        or
        proceeding and no such action or proceeding is threatened against Jackray.
        Jackray is not subject to or in default with respect to any order, writ,
        injunction, or decree of any federal, state, local, or foreign court,
        department, agency, or instrumentality.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      2.12
        Conduct
        of Business.
        Prior
        to the closing, Jackray shall conduct its business in the normal course,
        and
        shall not (without the prior written approval of Purchasers) (i) sell, pledge,
        or assign any assets (ii) amend its Articles of Incorporation or Bylaws,
        (iii)
        declare dividends, redeem or sell stock or other securities, (iv) incur any
        liabilities, (v) acquire or dispose of any assets, enter into any contract,
        guarantee obligations of any third party, or (vi) enter into any other
        transaction.

      


      2.13
        Corporate
        Documents.
        Copies
        of each of the following documents, have been delivered to
        purchaser.

      


      (i) Articles
        of Incorporation;

      (ii) Bylaws;

      (iii) Organizational
        Consent of Shareholders;

      (iv) Consent
        of Directors;

      (v) An
        Opinion Letter from our attorney attesting to the validity and condition
        of the
        Corporation

      (vi) List
        of
        Officers and Directors;

      (vii) List
        of
        Shareholders;

      (viii) 10-KSB
        including Balance Sheet as of September 30, 2005, together with other financial
        statements described in Section 2.03;

      (ix) Secretary
        of State Filing Receipt;

      (

      (x) Stock
        register and stock certificate records of Jackray; and 

      (xi) Form
        10SB

      


      2.14
        Closing
        Documents.
        All
        minutes, consents or other documents pertaining to Jackray to be delivered
        at
        closing shall be valid and in accordance with the laws of Colorado.

      


      2.15
        Title.
        The
        Shareholders have good and marketable title to all of the securities to be
        sold
        to Purchasers pursuant to this Agreement. The securities to be sold to
        Purchasers will be, at closing, free and clear of all liens, security interests,
        pledges, charges, claims, encumbrances and restrictions of any kind except
        as
        set forth in Article I. None of such shares are or will be subject to any
        voting
        trust or agreement. No person holds or has the right to receive any proxy
        or
        similar instrument with respect to such shares. Except as provided in this
        Agreement, the Shareholders are not parties to any agreement which offers
        or
        grants to any person the right to purchase or acquire any of the securities
        to
        be sold to Purchasers. There is no applicable local, state or federal law,
        rule,
        regulation, or decree which would, as a result of the purchase of the Shares
        by
        Purchasers, impair, restrict or delay Purchasers voting rights with respect
        to
        the Shares.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      ARTICLE
        III

      INVESTMENT
        INTENT

      


      Purchasers
        agrees that the securities being acquired pursuant to this Agreement may
        be
        sold, pledged, assigned, hypothecated or otherwise transferred, with or without
        consideration (“Transfer”) only pursuant to an effective registration statement
        under the Act, or pursuant to an exemption from registration under the Act,
        the
        availability of which is to be established to the satisfaction of Jackray.
        The
        shares will contain the normal 144 restrictive legend.

      


       

      ARTICLE
        IV

      CLOSING

      


      The
        closing of this transaction will occur when all of the documents and/or
        consideration described below have been delivered. Unless the closing of
        this
        transaction takes place on or before October 26, 2006, then either party
        may
        terminate this Agreement. As part of the closing, the following documents,
        in
        form reasonably acceptable to counsel to the parties, shall be
        delivered:

      


      


      By
        the
        Shareholders:

      


      A. A
        certificate or certificates representing a total of 800,000 shares of Jackray
        common stock, registered in names so designated by Purchasers.

      B. The
        resignation of all officers of Jackray listed in Exhibit IVB.

      C. The
        resignation of all the directors of Jackray listed in Exhibit IVB.

      D. A
        Board
        of Directors resolution appointing directors as designated by
        Purchasers.

      E. Certified
        Audited financial statements of Jackray, which shall include a balance sheet
        dated as of September 30,2005, and statements of operations, stockholders’
equity and cash flows for the twelve month period then ended.

      F. All
        of
        the business and corporate records of Jackray, including but not limited
        to
        correspondence files, bank statements, checkbooks, savings account books,
        minutes of shareholder and directors meetings, financial statements, shareholder
        listings, stock transfer records, agreements and contracts.

      


      By
        the
        Purchasers:

      


      	A.  	
              Wired
                funds in the amount of $50,000 representing partial payment for the
                750,000 shares of Jackray common stock.

            


      B. A
        promissory note in the amount of $50,000 payable to the Shareholders



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      ARTICLE
        V

      MISCELLANEOUS

      


      5.01
        Captions
        and Headings.
        The
        Article and paragraph headings throughout this Agreement are for convenience
        and
        reference only, and shall in no way be deemed to define, limit, or add to
        the
        meaning of any provision of this Agreement.

      


      5.02
        No
        Oral Change.
        This
        Agreement and any provision hereof, may not be waived, changed, modified,
        or
        discharged, orally, but only by an agreement In writing signed by the party
        against whom enforcement of any waiver, change, modification, or discharge
        is
        sought.

      


      5.03
        Non
        Waiver.
        Except
        as otherwise expressly provided herein, no waiver of any covenant, condition,
        or
        provision of this Agreement shall be deemed to have been made unless expressly
        in writing and signed by the party against whom such waiver is charged; and
        (i)
        the failure of any party to insist in any one or more cases upon the performance
        of any of the provisions, covenants, or conditions of this Agreement or to
        exercise any option herein contained shall not be construed as a waiver or
        relinquishment for the future of any such provisions, covenants, or conditions,
        (ii) the acceptance of performance of anything required by this Agreement
        to be
        performed with knowledge of the breach or failure of a covenant, condition,
        or
        provision hereof shall not be deemed a waiver of such breach or failure,
        and
        (iii) no waiver by any party of one breach by another party shall be construed
        as a waiver with respect to any other or subsequent breach.

      


      5.04 Jurisdiction.
        This
        Purchase Agreement shall be deemed to be a contract made under the laws of
        the
        State of New York for contracts to be wholly performed in such State and
        without
        giving effect to the principles thereof regarding the conflict of laws. Each
        of
        the parties consents to the jurisdiction of the federal courts and state
        courts
        whose districts encompass any part of the State of New York, New York County
        in
        connection with any dispute arising under this Purchase Agreement and hereby
        waives, to the maximum extent permitted by law, any objection, including
        any
        objection based on
        forum non conveniens,
        to the
        bringing of any such proceeding in such jurisdictions. EACH PARTY HEREBY
        IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
        TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH
        OR
        ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
        HEREBY.

      


      5.05
        Entire
        Agreement.
        This
        Agreement contains the entire Agreement and understanding between the parties
        hereto, and supersedes all prior agreements and understandings.

      


      


      5.06
        Significant
        Changes
        The
        selling shareholders of Jackray understand that significant changes may be
        made
        in the capitalization and/or stock ownership of the Corporation, which changes
        could involve a reverse stock split and/or the issuance of additional shares
        of
        common stock, thus possibly having a dramatic negative effect on the percentage
        of ownership and/or number of shares owned by present shareholders of the
        Corporation.

      


      5.07
        Counterparts.
        This
        Agreement may be executed simultaneously in one or more counterparts, each
        of
        which shall be deemed an original, but all of which together shall constitute
        one and the same instrument. Facsimile signatures will be acceptable to all
        parties.

      


      5.08
        Notices.
        All
        notices, requests, demands, and other communications under this Agreement
        shall
        be in writing and shall be deemed to have been duly given on the date of
        service
        if served personally on the party to whom notice is to be given, or on the
        third
        day after mailing if mailed to the party to whom notice is to be given, by
        first
        class mail, registered or certified, postage prepaid, and properly addressed
        as
        follows:

      


      If
        to
        Shareholders or Jackray:

      


      


      James
        B. Wiegand, 16200 WCR 18E, Loveland, CO 80537

      Katherine
        Gould, 700 Newport, Denver, CO 80220

      


      If
        to
        Purchaser: 

      


      Barry
        A. Ginsberg, O.D., P.A. 3011 Yamato Road, A-17, Boca Raton, Florida
        33434

      


      


      5.09
        This
        Agreement shall inure to and be binding upon the heirs, executors, personal
        representatives, successors and assigns of each of the parties to this
        Agreement.

      


      5.10
        Effect
        of Closing.
        All
        representations, warranties, covenants, and agreements of the parties contained
        in this Agreement, or in any instrument, certificate, opinion, or other writing
        provided for in it, shall be true and correct as of the closing and shall
        survive the closing of this Agreement.

      


      511
        Mutual
        Cooperation.
        The
        parties hereto shall cooperate with each other to achieve the purpose of
        this
        Agreement, and shall execute such other and further documents and take such
        other and further actions as may be necessary or convenient to effect the
        transaction described herein, as of the date first above
        written.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      5.12
        Escrow
        Agent.
        The
        parties agree that the duties of the Escrow Agent are only as provided herein,
        are purely ministerial in nature, and are not discretionary. The Escrow Agent
        shall incur no liability whatsoever except for its willful misconduct or
        gross
        negligence in performing its duties and obligations set forth herein. The
        parties further agree to defend and indemnify Escrow Agent against all claims
        against the Escrow Agent arising out of its performance of its duties under
        this
        agreement except those arising from its willful misconduct or gross
        negligence.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      ACCEPTED
        AND AGREED

       

      SHAREHOLDERS:     Jackray
        Up, Inc.

      


      /s/
        James B. Wiegand_______________  By:
        /s/ James B. Wiegand_________

      James
        B.
        Wiegand    Name:James
        B. Wiegand

      Title:

      /s/
        Katherine Gould________________

      Katherine
        Gould

      


      


      PURCHASER:

      


      


      /s/
        Barry A. Ginsberg__________

      Barry
        A.
        Ginsberg, O.D., P.A. 

      


      


      Issues
        Certificates of

      Jackray
        Up, Inc. as follows:

      


      Name
        of
        Owner     No.
        of
        Shares

      


      Barry
        A.
        Ginsberg, O.D., P.A.  800,000 _____________________________ 

      


      ______________________________  _____________________________

      


      ______________________________  _____________________________

      


      ______________________________  _____________________________