Exhibit 10.1 Transfer Agreement


    
      

    

                                                                                                Exhibit
      10.1

     

     

     

    

      AMENDED
        AND RESTATED STOCK SUBSCRIPTION

       

      AND
        SHARE TRANSFER AGREEMENT

       

      THIS
        AMENDED AND RESTATED STOCK SUBSCRIPTION AGREEMENT AND SHARE TRANSFER AGREEMENT
        (this “Agreement”)
        is
        made and entered into effective as of December 29, 2006, by and between New
        World Brands, Inc., a Delaware corporation (the “Company”),
        P&S Spirit, LLC, a Nevada limited liability company (the “Subscriber”),
        and
        David Kamrat (“D. Kamrat”) and Noah Kamrat (“N. Kamrat”, and together with D.
        Kamrat the “Kamrats”).

       

      RECITALS:

       

      On
        December 29, 2006, the Company and the Subscriber entered into a Stock
        Subscription Agreement (the “Original
        Subscription Agreement”),
        which
        the parties hereto now desire to amend and restate in its entirety, effective
        as
        of the date of the execution thereof.

       

      Pursuant
        to the terms and conditions of hereof, the Company desires to issue and sell,
        and the Subscriber desires to purchase, shares of Series A Convertible Preferred
        Stock, par value $0.01 per share, of the Company (the “Series
        A Preferred Stock”),
        as
        well as warrants (“Warrants”) to purchase additional shares of Series A
        Preferred Stock, on the terms and subject to the conditions set forth
        herein.

       

      The
        Subscriber’s agreement to enter into this Agreement is conditioned upon
        achieving a certain proportional stock ownership. The Kamrats and the Subscriber
        believe that it is in their interests as shareholders to facilitate the
        Subscriber’s investment in the Company at a price both advantageous to the
        Company and acceptable to the Subscriber. To accommodate those ends, the
        parties
        have agreed that the Kamrats will transfer a total of 3,827,655 shares of
        Qualmax Common Stock (as defined below) to the Subscriber. In addition, to
        accommodate the Kamrats’ willingness to transfer the Qualmax Common Stock to the
        Subscriber, the Company has agreed to issue to the Kamrats a Warrant
        representing the right to purchase 9.300378 shares of Series A Preferred
        Stock
        (convertible into 27,777,778 shares of the Company’s common stock, par value
        $0.01/share). D. Kamrat owns a total of 6,221,053 shares of common stock,
        par
        value $0.001 per share (the “Qualmax
        Common Stock”),
        of Qualmax, Inc., a Delaware corporation (“Qualmax”),
        and
        N. Kamrat owns a total of 6,328,153 shares of Qualmax Common Stock. Qualmax,
        in
        turn, owns 100 shares of Series A Preferred Stock, which shares of Series
        A
        Preferred Stock represent, immediately prior to the consummation of the
        transactions contemplated by the Subscription Agreement, approximately 86%
        of
        the voting power of the outstanding shares of capital stock of the
        Company.

       

      NOW
        THEREFORE, in consideration of the premises and of the mutual covenants and
        conditions herein contained and other good and valuable consideration, the
        receipt and sufficiency of which is hereby acknowledged, the parties hereby
        amend and restate the Original Subscription Agreement in its entirety as
        follows.

       

      1.  Purchase
        of Shares and Warrants.
        

       

      (a)  Tranche
        A Shares and Warrants.
        At the
        Tranche A Closing (as defined below), the Company irrevocably agrees to issue
        and sell to the Subscriber, and the Subscriber

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      irrevocably
        agrees to purchase from the Company, a total of 11.160454 shares of Series
        A
        Preferred Stock (the “Tranche
        A Shares”,
        which
        shares are convertible into 33,333,333 shares of common stock, par value
        $0.01
        per share (the “Common
        Stock”),
        of
        the Company), at a purchase price of $268,806.27 per share, for an aggregate
        purchase price of Three Million Dollars ($3,000,000) (the “Tranche
        A Purchase Price”).
        In
        addition, in consideration for the Subscriber’s payment of the Tranche A
        Purchase Price, at the Trance A Closing the Company agrees issue to the
        Subscriber a warrant to purchase a total of 9.300378
        shares
        of Series A Preferred Stock (convertible into 27,777,778
        shares
        of Common Stock) at a price per share of $268,806.27 (the “Tranche A Subscriber
Warrants”).

       

      (b)  Tranche
        B-1 Shares.
        Subject
        to Sections
        1(e)
        and
1(f)
        hereof
        and the satisfaction of the other conditions set forth in Section
        2(b)
        hereof,
        in the event the Company’s consolidated unaudited financial statements as filed
        on Form 10-QSB (or, Form 10-Q, if applicable) for the second quarter ending
        June
        30, 2007 reflect EBITDA of: (A) $543,000 or greater for the three month period
        ending June 30, 2007; or (B) $618,000 or greater for the six month period
        ending
        June 30, 2007 (the “Tranche
        B-1 Closing Condition”),
        then
        at the Tranche B-1 Closing (as defined below), the Company irrevocably agrees
        to
        issue and sell to the Subscriber, and the Subscriber irrevocably agrees to
        purchase, a total of 3.720151 shares of Series A Preferred Stock (the
“Tranche
        B-1 Preferred Shares”),
        at a
        purchase price of $268,806.27 per share, convertible into 11,111,111 shares
        of
        Common Stock, for a total purchase price of One Million Dollars ($1,000,000)
        (the “Tranche
        B-1 Purchase Price”);
        provided,
        however,
        in the
        event that prior to the satisfaction of the Tranche B-1 Closing Condition,
        the
        certificate of incorporation of the Company has been amended to cause the
        automatic conversion of the issued and outstanding shares of Series A Preferred
        Stock into shares of Common Stock, in lieu of the purchase and sale of the
        Tranche B-1 Preferred Shares at the Tranche B-1 Closing, the Company shall
        issue
        and sell to the Subscriber, and the Subscriber shall purchase from the Company,
        a total of 11,111,111 shares of Common Stock (the “Tranche
        B-1 Common Shares”),
        at a
        purchase price of $0.09 per share. The Tranche B-1 Preferred Shares or Tranche
        B-1 Common Shares issued to the Subscriber at the Tranche B-1 Closing may
        hereinafter be referred to separately as the “Tranche
        B-1 Shares”.
        

       

       

      
        
          
          

        

        
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      (c)  Tranche
        B-2 Shares.
        Subject
        to Sections
        1(e)
        and
1(f)
        hereof
        and the satisfaction of the other conditions set forth in Section
        2(c)
        hereof,
        in the event the Company’s consolidated unaudited financial statements as filed
        on Form 10-QSB (or, Form 10-Q, if applicable) for the third quarter ending
        September 30, 2007 reflect EBITDA of: (A) $885,000 or greater for the three
        month period ending September 30, 2007; or (B) $1,503,000 or greater for
        the
        nine month period ending September 30, 2007 (the “Tranche
        B-2 Closing Condition”),
        then
        at the Tranche B-2 Closing (as defined below), the Company irrevocably agrees
        to
        issue and sell to the Subscriber, and the Subscriber irrevocably agrees to
        purchase, a total of 3.720151 shares of Series A Preferred Stock (the
“Tranche
        B-2 Preferred Shares”),
        at a
        purchase price of $268,806.27 per share, convertible into 11,111,111 shares
        of
        Common Stock, for a total purchase price of One Million Dollars ($1,000,000)
        (the “Tranche
        B-2 Purchase Price”);
        provided,
        however,
        in the
        event that prior to the satisfaction of the Tranche B-2 Closing Condition,
        the
        certificate of incorporation of the Company has been amended to cause the
        automatic conversion of the issued and outstanding shares of Series A Preferred
        Stock into shares of Common Stock, in lieu of the purchase and sale of the
        Tranche B-2 Preferred Shares at the Tranche B-2 Closing, the Company shall
        issue
        and sell to the Subscriber, and the Subscriber shall purchase from the Company,
        a total of 11,111,111 shares of Common Stock (the “Tranche
        B-2 Common Shares”),
        at a
        purchase price of $0.09 per share. The Tranche B-2 Preferred Shares or Tranche
        B-2 Common Shares issued to the Subscriber at the Tranche B-2 Closing may
        hereinafter be referred to separately as the “Tranche
        B-2 Shares”
and,
        together with the Tranche B-1 Shares, the “Tranche
        B Shares”.
        

       

      (d) Aggregate
        Tranche B Shares.
        If the
        Tranche B-1 Closing Condition is not achieved, but the Tranche B-2 Closing
        Condition is achieved, then at the Tranche B-2 Closing (as defined below),
        the
        Company irrevocably agrees to issue and sell to the Subscriber, and the
        Subscriber irrevocably agrees to purchase, a total of 7.440303 shares of
        Series
        A Preferred Stock (the “Aggregate
        Tranche B Preferred Shares”),
        at a
        purchase price of $268,806.27 per share, convertible into 22,222,222 shares
        of
        Common Stock, for a total purchase price of Two Million Dollars ($2,000,000)
        (the “Aggregate
        Tranche B Purchase Price”);
        provided,
        however,
        in the
        event that prior to the satisfaction of the Tranche B-2 Closing Condition,
        the
        certificate of incorporation of the Company has been amended to cause the
        automatic conversion of the issued and outstanding shares of Series A Preferred
        Stock into shares of Common Stock, in lieu of the purchase and sale of the
        Aggregate Tranche B Preferred Shares at the Tranche B-2 Closing, the Company
        shall issue and sell to the Subscriber, and the Subscriber shall purchase
        from
        the Company, a total of 22,222,222 shares of Common Stock (the “Aggregate
        Tranche B Common Shares”),
        at a
        purchase price of $0.09 per share. The Aggregate Tranche B Preferred Shares
        or
        Aggregate Tranche B Common Shares issued to the Subscriber at the Tranche
        B-2
        Closing may hereinafter be referred to separately as the “Aggregate
        Tranche B Shares”.
        

       

      (e) Optional
        Purchases by the Subscriber.
        

       

      (i)
         In
        the
        event the Tranche B-1 Closing Condition is not satisfied, the Subscriber
        shall
        have the option, but not the obligation, to purchase the Tranche B-1 Preferred
        Shares (or the Tranche B-1 Common Shares, if applicable), at the Tranche
        B-1
        Purchase Price in the manner set forth in Section
        1(b)
        above.
        The election of the

       


      
        
          
          

        

        
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      Subscriber
        to purchase shares pursuant to this Section
        1(e)(i)
        shall be
        made by providing written notice (an “Election
        Notice”)
        to the
        Company no later than ten (10) days after the Company has filed a Form 10-QSB
        (or, Form 10-Q, if applicable) for the period ending June 30, 2007 indicating
        whether or not the Subscriber elects to exercise any of its rights under
        this
Section
        1 (e)(i).
        

       

      (ii) In
        the
        event: (A) the Tranche B-1 Closing Condition is satisfied but the Tranche
        B-2
        Closing Condition is not satisfied, the Subscriber shall have the option,
        but
        not the obligation, to purchase the Tranche B-2 Preferred Shares (or the
        Tranche
        B-2 Common Shares, if applicable), at the Tranche B-2 Purchase Price in the
        manner set forth in Section
        1(c)
        above;
        or (B) neither the Tranche B-1 Closing Condition nor the Tranche B-2 Closing
        Condition is satisfied, the Subscriber shall have the option, but not the
        obligation, to purchase the Aggregate Tranche B Preferred Shares (or the
        Aggregate Tranche B Common Shares, if applicable), at the Aggregate Tranche
        B
        Purchase Price in the manner set forth in Section
        1(d)
        above.
        The election of the Subscriber to purchase shares pursuant to clauses (ii)(A)
        or
        (ii)(B) above shall be made by providing an Election Notice to the Company
        no
        later than ten (10) days after the Company has filed a Form 10-QSB (or, Form
        10-Q, if applicable) for the period ending September 30, 2007 indicating
        whether
        or not the Subscriber elects to exercise any of its rights under this clause
        (e)(ii). 

       

      (f) EBITDA.
        For
        purposes of Sections
        1(b)
        and
(c)
        hereof:
        (i) the term “EBITDA”
means
        earnings before interest, taxes, depreciation and amortization, as determined
        in
        accordance with the Company’s consolidated unaudited financial statement for the
        relevant period, prepared in accordance with GAAP consistently applied; and
        (ii)
        the Tranche B-1 Closing Condition and Tranche B-2 Closing Condition, as
        applicable, shall be deemed to have been satisfied upon delivery by the Company
        to the Subscriber of financial statements as filed on the applicable Form
        10-QSB
        (or Form 10-Q if applicable) and evidencing the satisfaction of the Tranche
        B-1
        Closing Condition and Tranche B-2 Closing Condition, as applicable.
        Notwithstanding anything contained herein to the contrary, the EBITDA targets
        provide for in Sections
        1(b)
        and
(c)
        will be
        subject to a margin of error of $100,000, meaning that EBITDA results within
        $100,000 of the target will be treated as reaching the target for purposes
        of
        satisfying the Tranche B-1 Closing Condition and/or the Tranche B-2 Closing
        Condition, as applicable.

       

      2.  Closings.

       

      (a)  Tranche
        A Closing.
        The
        purchase and sale of the Tranche A Shares and the Warrants shall be effective
        on
        the date hereof at 3:00 p.m. (EST), remotely at the offices of Kramer Levin
        Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York on
        the date hereof (the “Tranche
        A Closing”).
        The
        obligations of the Company to issue and sell, and of the Subscriber to purchase,
        the Tranche A Shares at the Tranche A Closing shall be conditioned on the
        following:

       

      (i)  the
        Subscriber shall deliver, or cause to be delivered, to the Company:

       

        
        (A)         
        a
        counterpart signature page to this Agreement executed by a duly authorized
        officer of the Subscriber;

       

      
        	 	
                (B)

              	
                the
                  Tranche A Purchase Price, in immediately available funds by wire
                  transfer
                  to an account designated by the Company in writing to the
                  Subscriber;

              


      

       

       

       

      
        
          
          

        

        
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                (C)

              	
                a
                  counterpart signature page to the Amended and Restated Voting Agreement,
                  in the form attached as Exhibit
                  A
                  hereto (the “Voting
                  Agreement”),
                  executed by a duly authorized officer of the Subscriber, Selvin
                  and Sylvia
                  Passen, TBTE Dr. Selvin Passen and Oregon Spirit, LLC (collectively,
                  the
                  “Subscriber
                  Affiliates”);
                  

              


      

       

      
        	 	
                (D)

              	
                a
                  counterpart signature page to the Amended and Restated Lock-Up
                  Agreement,
                  in the form attached as Exhibit
                  B
                  hereto (the “Lock-Up
                  Agreement”
                  and, together with the Voting Agreement, the “Ancillary
                  Agreements”),
                  executed by a duly authorized officer of the Subscriber and each
                  other
                  Passen Holder (as defined in the Lock-Up Agreement);
                  and

              


      

       

      
        	 	
                (E)

              	
                a
                  counterpart signature page to the Amended and Restated Escrow Agreement,
                  a
                  copy of which shall also be delivered to the escrow agent thereunder,
                  in
                  the form attached as Exhibit
                  C
                  hereto (the “Escrow
                  Agreement”
                  and, together with the Voting Agreement and the Lock-Up Agreement,
                  the
                  “Ancillary
                  Agreements”),
                  executed by a duly authorized officer of the Subscriber;
                  

              


      

       

      
        	 	
                (F)

              	
                the
                  stock certificate representing the Tranche A Shares issued pursuant
                  to the
                  Original Subscription Agreement, which stock certificate will be
                  cancelled
                  by the Company; and

              


      

       

      (iii)  the
        Company shall deliver, or cause to be delivered, to the Subscriber:

       

      
        	 	
                (A)

              	
                a
                  counterpart signature page to this Agreement executed by a duly
                  authorized
                  officer of the Company;

              


      

       

      
        	 	
                (B)

              	
                a
                  counterpart signature page to the Voting Agreement, executed by
                  a duly
                  authorized officer of the Company, Qualmax, Inc., M. David Kamrat,
                  Noah
                  Kamrat, Jane Kamrat and Tracy Habecker (collectively, the “Qualmax
                  Affiliates”);

              


      


      
        	 	
                (C)

              	
                a
                  counterpart signature page to the Lock-Up Agreement, executed by
                  a duly
                  authorized officer of the Company and each Qualmax Holder (as defined
                  in
                  the Lock-Up Agreement);

              


      

       

       

       

      
        
          
          

        

        
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                (D)

              	
                a
                  counterpart signature page to the Escrow Agreement, a copy of which
                  shall
                  also be delivered to the escrow agent thereunder, executed by a
                  duly
                  authorized officer of the Company, together with delivery to the
                  escrow
                  agent of one or more stock certificates representing the Tranche
                  B-1
                  Shares and Tranche B-2 Shares;

              


      

       

      
        	 	
                (E)

              	
                a
                  stock certificate representing the Tranche A Shares executed by
                  a duly
                  authorized officer of the Company pursuant to the terms of this
                  Agreement;
                  

              


      

       

      
        	 	
                (F)

              	
                a
                  counterpart signature page to the Warrant Agreement, in the form
                  attached
                  as Exhibit
                  D
                  hereto (the “Warrant
                  Agreement”),
                  executed by a duly authorized officer of the Subscriber, which
                  Warrant
                  Agreement shall represent the rights of the Subscriber in respect
                  of the
                  Warrants; and

              


      

       

      
        	 	
                (G)

              	
                a
                  certificate copy of the Certificate of Amendment to the Certificate
                  of
                  Designation, Preferences and Rights of the Series A Preferred Stock,
                  in
                  the form attached as Exhibit
                  E
                  hereto, evidencing the increase of the authorized number of shares
                  of
                  Series A Preferred Stock from 100 to
                  200.

              


      

       

      (b)  Tranche
        B-1 Closing.
        The
        purchase and sale of the Tranche B-1 Shares, if applicable, shall take place
        at
        3:00 p.m. (EST), remotely at the offices of Kramer Levin Naftalis & Frankel
        LLP, 1177 Avenue of the Americas, New York, New York no later than five (5)
        business days following the satisfaction, or waiver, of the Tranche B-1 Closing
        Condition (the “Tranche
        B-1 Closing”)
        and
        subject to delivery and/or receipt of the following:

       

      (i)  the
        Subscriber shall deliver, or cause to be delivered, to the Company: (A) the
        Tranche B-1 Purchase Price, in immediately available funds by wire transfer
        to
        an account designated by the Company in writing to the Subscriber; and (B)
        a
        certificate executed by a duly authorized officer of the Subscriber certifying
        that the representations and warranties made by the Subscriber in Section
        3
        hereof
        are true and correct in all material respect as of the date of the Tranche
        B-1
        Closing (except to the extent a representation or warranty is expressly limited
        by its terms to another date); and

       

      (ii) the
        Company shall deliver, or cause to be delivered, to the Subscriber: (A) in
        accordance with the terms of the Escrow Agreement, a stock certificate
        representing the Tranche B-1 Shares purchased at the Tranche B Closing;
        and (B) a certificate executed by a duly authorized officer of the Company
        certifying that (i) the representations and warranties made by the Company
        in
Section
        4
        hereof
        are true and correct in all material respect as of the date of the Tranche
        B-1
        Closing (except to the extent a representation or warranty is expressly limited
        by its terms to another date), and (ii) there shall have been no material
        adverse change in the business, condition (financial or otherwise),
        assets,

       

       

      
        
          
          

        

        
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      liabilities
        (contingent or otherwise), operations or results of operations of the Company
        since the date of this Agreement.

       

      (c) Tranche
        B-2 Closing.
        The
        purchase and sale of the Tranche B-2 Shares, or, if applicable, the Aggregate
        Tranche B Shares, shall take place at 3:00 p.m. (EST), remotely at the offices
        of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New
        York, New York no later than five (5) business days following the satisfaction,
        or waiver, of the Tranche B-2 Closing Condition, or the receipt of an Election
        Notice from the Subscriber, as applicable (the “Tranche
        B-2 Closing”)
        and
        subject to delivery and/or receipt of the following:

       

      (i) the
        Subscriber shall deliver, or cause to be delivered, to the Company: (A) the
        Tranche B-2 Purchase Price or the Aggregate Tranche B Purchase Price, as
        applicable, in immediately available funds by wire transfer to an account
        designated by the Company in writing to the Subscriber; and (B) a certificate
        executed by a duly authorized officer of the Subscriber certifying that the
        representations and warranties made by the Subscriber in Section
        3
        hereof
        are true and correct in all material respect as of the date of the Tranche
        B-2
        Closing (except to the extent a representation or warranty is expressly limited
        by its terms to another date); and

       

      (ii) the
        Company shall deliver, or cause to be delivered, to the Subscriber: (A) in
        accordance with the terms of the Escrow Agreement, a stock certificate
        representing the Tranche B-2 Shares, or the Aggregate Tranche B Shares, as
        applicable, purchased at the Tranche B-2 Closing; and (B) a certificate executed
        by a duly authorized officer of the Company certifying that (i) the
        representations and warranties made by the Company in Section
        4
        hereof
        are true and correct in all material respect as of the date of the Tranche
        B-2
        Closing (except to the extent a representation or warranty is expressly limited
        by its terms to another date), and (ii) there shall have been no material
        adverse change in the business, condition (financial or otherwise), assets,
        liabilities (contingent or otherwise), operations or results of operations
        of
        the Company since the date of the Tranche B-1 Closing.

       

      (d) The
        Company shall use the cash proceeds received in connection with the sale
        and
        issuance of the shares of Series A Preferred Stock, or Common Stock, hereunder
        for
        working
        capital and other purposes generally consistent with the use of proceeds
        illustration attached as Annex
        A
        hereto,
        as the same may be approved and modified by the board of directors of the
        Company from and after the Tranche A Closing. The Company agrees to repay
        from
        the proceeds received from the Tranche A Purchase Price, the principal amount
        of
        the loan made by Oregon Spirit, LLC to the Company on December 1, 2006 in
        the
        amount of $500,000 at the Tranche A Closing (the “Oregon
        Loan”),
        at
        which time any and all obligations, including accrued
        and unpaid interest, due and payable in respect of the Oregon Loan shall
        be
        satisfied in full and the Company shall have no further obligation to make
        payments in respect thereof.

       

      3.  Share
        Transfer by Kamrats, Warrants Issued to Kamrats.
        At the
        Tranche A Closing, in addition to the foregoing, the Company shall issue
        to the
        Kamrats certain Warrants, and the Kamrats will transfer the Qualmax Transfer
        Shares (as defined below) to the Subscriber, as follows:

       

       

      
        
          
          

        

        
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      (a)  Kamrat
        Warrants.
        The
        Company shall issue at the Tranche A Closing to each of D. Kamrat and N.
        Kamrat
        a Warrant to purchase a total of 4.650189
        shares
        of Series A Preferred Stock (convertible into 13,888,889
        shares
        of Common Stock) at a price per share of $268,806.27 (in total the “Kamrat
        Warrants”),
        and
        at the Tranche A Closing shall deliver to the Kamrats a counterpart signature
        page to the Kamrat Warrant Agreement, in the form attached as Exhibit
        D
        hereto
        (the “Kamrat Warrant
        Agreement”),
        executed by a duly authorized officer of the Company, which Kamrat Warrant
        Agreement shall represent the rights of the Kamrats in respect of the
        Warrants.

       

      (b)  Qualmax
        Transfer Shares.
        The
        Kamrats will transfer at the Tranche A Closing a total of 3,827,655 shares
        of
        their Qualmax Common Stock (the “Qualmax
        Transfer Shares”)
        to the
        Subscriber, and promptly after closing shall deliver to the Subscriber a
        copy of
        a letter of instruction executed by a duly authorized officer of Qualmax
        to
        Qualmax’s transfer agent directing the issuance of a stock certificate
        representing the Qualmax Transfer Shares executed by a duly authorized officer
        of Qualmax, pursuant to the terms of this Agreement.

       

      (c) Post-Merger
        Share Adjustment.
        In the
        event of a merger between Qualmax and the Company, or a share exchange or
        any
        other event as a result of which Qualmax shareholders receive shares of the
        Company’s stock in exchange for all of their Qualmax shares (the “Merger”),
        the
        number of shares of Qualmax Common Stock (issued immediately prior to the
        Merger) transferred or transferable to the Subscriber pursuant to this
Section
        3
        shall be
        increased or decreased, if necessary, and Qualmax and/or Company shares
        transferred between the Subscriber and the Kamrats accordingly, in order
        to
        provide that, immediately after the Merger:

      


      (i)
         the
        sum
        of all shares of the Company’s stock (on an as converted basis, adjusted for
        splits, stock dividends, and the like) (A) held by each of Noah Kamrat, David
        Kamrat, Jane Kamrat and Tracy Habecker (the “Kamrat
        Family”)
        at the
        time of the Tranche A Closing, and shares issuable upon exercise of the Warrant
        by the Kamrats, and (B) issued or distributed to the Kamrat Family, or any
        of
        them, as a result of the Merger, is equal to

      


      (ii)
         the
        sum
        of (A) 7,500,000 (that number representing the shares of the Company’s common
        stock acquired by Oregon Spirit, LLC on September 14, 2006), (B) the number
        of
        shares of shares of the Company’s common stock into which the shares of Qualmax
        Common Stock transferred or transferable to the Subscriber pursuant to
Section
        1
        above
        (including any Tranche B Shares, as defined in the Subscription Agreement,
        even
        if unissued) are convertible, (C) or issuable
        upon exercise of the Tranche A Subscriber Warrant by the Subscriber, and
        (D) all
        shares of the Company’s stock issued or distributed to Dr. Selvin Passen, Oregon
        Spirit, LLC, Passen Investments, LLC, Jacob Schorr, Ph.D., or any affiliate
        of
        any of the foregoing, as a result of the Merger (for purposes of clarification,
        the sum determined pursuant to this Section 3(c)(ii) shall not
        include

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

       the
        9,750,000 shares of the Company’s common stock that are owned by Selvin and
        Sylvia Passen, TBTE, as of the date of this Agreement).

       

      (d) Representations
        and Warranties of the Kamrats to the Subscriber.
        Each of
        the Kamrats (each a “Kamrat Party”) represents and warrants to the Subscriber as
        to himself, as follows:

       

        (i)
        Such
        Kamrat Party has full legal capacity to enter into and carry out his obligations
        under this Agreement.

       

        (ii)
        Such
        Kamrat Party owns of record and beneficially, and has good and valid title
        to
        and the right to convey and deliver to the
        Subscriber,
        the
        shares of Qualmax Common Stock delivered by such Kamrat Party hereunder,
        free
        and clear of any liens, claims or encumbrances (collectively, “Liens”).
        

       

        (iii)
        This
        Agreement has been duly executed and delivered by such Kamrat Party and
        constitutes the legal, valid and binding obligation of such Kamrat Party,
        enforceable against such Kamrat Party in accordance with its terms.

       

        (iv)
        Neither
        the execution, delivery or performance of this Agreement by such Kamrat Party,
        nor the consummation of the transactions contemplated hereby, violates or
        conflicts with, creates a default under or a Lien upon any of such Kamrat
        Party’s assets or properties pursuant to, or requires the consent, approval or
        order of any government or governmental agency or other person or entity
        under
        (i) any note, indenture, lease, license or other material agreement to which
        the
        undersigned is a party or by which it or any of its assets or properties
        is
        bound or (ii) any statute, law, rule, regulation or court decree binding
        upon or
        applicable to such Kamrat Party or such Kamrat Party’s assets or
        properties.

       

        (v)
        The
        Kamrat Party
        is
        acquiring the Kamrat Warrants for its own account, for investment, and not
        (i)
        in connection with the offer or sale of such Kamrat Warrants, or any interest
        therein, to others, (ii) with a view to the distribution of such shares of
        Kamrat Warrants, or any interest therein, within the meaning of the Act and
        (iii) with a view to underwriting any such distribution, and the
        Kamrat Party
        agrees
        not to engage in conduct which may violate the registration requirements
        of the
        Act or any state securities laws.The
        Kamrat Party
        understands that the Warrants, or underlying shares, have not been registered
        under the Act or any state securities laws, and that the Warrants, or underlying
        shares, may not be transferred or sold unless such registration is then
        effective or an exemption from such registration is then available.


       

        (vi)
        The
        Kamrat Party
        is an
“accredited investor” as that term is defined in Rule 501(a) of Regulation D
        promulgated under the Act.

       

      (e). Representations
        and Warranties of the Subscriber to the Kamrats.
        P&S
        represents and warrants to each Kamrat Party, as follows:

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      
        	
              	(i) 
                	
                The
                  Subscriber
                  has full limited liability company authority to enter into and
                  carry out
                  its obligations under this
                  Agreement.

              


      

       

        (ii)
        This
        Agreement has been duly executed and delivered by The
        Subscriber
        and
        constitutes the legal, valid and binding obligation of The
        Subscriber,
        enforceable against The
        Subscriber
        in
        accordance with its terms.

       

        (iii)
        Neither
        the execution, delivery or performance of this Agreement by The
        Subscriber,
        nor the
        consummation of the transactions contemplated hereby, violates or conflicts
        with, creates a default under or a Lien upon any of the
        Subscriber’s
        assets
        or properties pursuant to, or requires the consent, approval or order of
        any
        government or governmental agency or other person or entity under (i) any
        note,
        indenture, lease, license or other material agreement to which the
        Subscriber
        is a
        party or by which it or any of its assets or properties is bound or (ii)
        any
        statute, law, rule, regulation or court decree binding upon or applicable
        to
the
        Subscriber
        or its
        assets or properties.

       

        (iv)
        The
        Subscriber
        is
        acquiring the shares of Qualmax Common Stock transferred under Sections 1(a)
        and
        (b) hereof for its own account, for investment, and not (i) in connection
        with
        the offer or sale of such shares of Qualmax Common Stock, or any interest
        therein, to others, (ii) with a view to the distribution of such shares of
        Qualmax Common Stock, or any interest therein, within the meaning of the
        Act and
        (iii) with a view to underwriting any such distribution, and the
        Subscriber
        agrees
        not to engage in conduct which may violate the registration requirements
        of the
        Act or any state securities laws. The
        Subscriber
        understands that the shares of Qualmax Common Stock have not been registered
        under the Act or any state securities laws, and that the shares of Qualmax
        Common Stock may not be transferred or sold unless such registration is then
        effective or an exemption from such registration is then available.


       

      (v) The
        Subscriber
        is an
“accredited investor” as that term is defined in Rule 501(a) of Regulation D
        promulgated under the Act.


      4.
         Representations and Warranties of the
        Subscriber.
        The
        Subscriber hereby represents and warrants to the Company as of the date hereof
        and, except to the extent any representation or warranty is made as of a
        particular date, if the Tranche B-1 Closing shall occur, as of the date of
        the
        Tranche B-1 Closing and if the Tranche B-2 Closing shall occur, the date
        of the
        Tranche B-2 Closing, as follows:

       

      (a)  The
        Subscriber is a limited liability company duly organized, validly existing
        and
        in good standing under the laws of State of Nevada. 

       

      (b)  The
        execution, delivery and performance by the Subscriber of this Agreement and
        the
        Ancillary Agreements and the consummation by the Subscriber of the transactions
        contemplated hereby and thereby are within the powers of the Subscriber and
        have
        been duly authorized by all necessary action on the part of the Subscriber.
        

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      This
        Agreement and the Ancillary Agreements have been duly executed and delivered
        on
        behalf of the Subscriber. This Agreement and the Ancillary Agreements constitute
        valid and binding agreements of the Subscriber, enforceable against the
        Subscriber in accordance with their respective terms.

       

      (c) The
        Subscriber understands that the Tranche A Shares, the Tranche B Shares, the
        Warrants, the shares of Common Stock issuable upon conversion of the Tranche
        A
        Shares and, to the extent issued hereunder, the Tranche B Shares, and the
        shares
        of Series A Stock (or Common Stock) issuable upon exercise of the Warrants
        (collectively, the “Securities”),
        have
        not been registered under the Securities Act of 1933, as amended (the
“Act”)
        or any
        state securities laws, and are being offered and sold in reliance upon certain
        transactional exemptions from the registration provisions of such laws, and
        are
        characterized as “restricted securities” under the Federal and state securities
        laws inasmuch and that under Federal and state securities laws and applicable
        regulations, such securities may be resold without registration under the
        Act
        and applicable state securities laws only in certain limited circumstances.
        

       

      (d) The
        Subscriber is acquiring the Securities for its own account for investment,
        not
        as nominee or agent, and not with a view to the sale or distribution thereof
        or
        the granting of any participation therein in violation of the securities
        laws,
        and has no present intention of distributing or selling to others any of
        such
        interest or granting any participation therein in violation of the securities
        laws. No one else has a beneficial interest in the Securities. The Subscriber
        does not intend to and will not resell the Securities unless, at a future
        date,
        they are registered under the Act or a specific exemption from registration
        is
        available to the Subscriber in connection with any such resale. The Subscriber
        understands that an exemption from such registration may be available pursuant
        to Rule 144 promulgated under the Act (“Rule
        144”)
        by the
        Securities and Exchange Commission but that in no event may the Subscriber
        sell
        the Securities pursuant to Rule 144 prior to the expiration of a one-year
        period
        after the Subscriber has acquired the Securities and a minimum two-year holding
        period may be required in some cases; and that any sales pursuant to Rule
        144
        can only be made in full compliance with the provisions
        thereof.


      (e) The
        Subscriber is an “accredited investor” as defined in Rule 501(a) of Regulation D
        under the Act.

       

      (f) The
        Subscriber understands that each certificate representing the Securities
        will
        bear on its face a legend in substantially the following form:

       

      “THE
        SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
        STATE. THESE SECURITIES ARE RESTRICTED SECURITIES AS DEFINED IN RULE 144
        PROMULGATED UNDER THE ACT AND MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE
        DISTRIBUTED EXCEPT (A) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT
        UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, (B) IN COMPLIANCE WITH
        RULE
        144 AND AN EXEMPTION UNDER APPLICABLE STATE SECURITIES LAWS, OR (C) PURSUANT
        TO
        AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH
        REGISTRATION OR COMPLIANCE IS NOT REQUIRED.”

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      The
        Subscriber further understands that the Company may place a stop transfer
        order
        pertaining to the certificates evidencing the Securities with the transfer
        agent
        to the same effect as such restrictive legend.

       

      (g) The
        Subscriber has such knowledge and experience in financial, taxation, securities,
        investments and other business matters that it is capable of evaluating the
        merits and risks of the Subscriber’s investment in the Securities or has
        obtained the advice of an attorney, certified public accountant or registered
        investment advisor with respect to the merits and risks of its investment
        in the
        Securities. The Subscriber has not relied on the Company or any of its officers,
        directors, stockholders or professional advisors for advice as to the economic,
        legal or tax consequences of an investment in the Securities. The Subscriber
        understands that the Company is subject to all of the risks inherent in a
        development stage business and additional risks that are inherent in the
        Company’s business, including, without limitation, those set forth in the
        Company’s Form 10-KSB for the year ended May 31, 2006 and those set forth in the
        Company’s Form 10-QSB for the quarter ended September 30, 2006. The Subscriber
        has taken full cognizance of and understands those risks and the effect they
        may
        have on the Subscriber’s investment.

       

      (h) The
        Subscriber has been provided with the opportunity to visit the places of
        business of the Company and ask questions of, and receive answers from, the
        Company and its officers, employees and agents concerning the business and
        financial condition of the Company and the Subscriber has received satisfactory
        answers to any such questions and has no further questions at this
        time.


      (i) The
        Subscriber understands that its investment in the Securities and the Company
        is
        speculative and may remain so for an indefinite period, that substantial
        additional investments in the Company may be required and that there is no
        assurance that any such additional investments can be obtained, and acknowledges
        that it is able to bear the economic risk of its investment in the Securities
        should it be determined ultimately to be worthless.

       

      (j) The
        Subscriber recognizes the speculative nature and risks of loss associated
        with
        an investment in the Company and represents that the Securities subscribed
        for
        constitute an investment which is suitable and consistent with the Subscriber’s
        investment program. The Subscriber has the financial ability to bear the
        economic risk of its investment in the Securities, including a possible loss
        of
        its entire investment, has adequate means of providing for its current needs
        and
        contingencies and has no need to liquidity in its investment in the Company.
        The
        Subscriber acknowledges that it may find it impossible to liquidate the
        investment at a time when it may be desirable to do so, or at any other time.
        The Subscriber’s overall commitment to investments which are not readily
        marketable is not disproportionate to its net worth and its investment in
        the
        Company will not cause such overall commitment to become excessive.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (k) Neither
        the Company nor any person acting on its behalf has offered, offered to sell,
        offered for sale or sold to the Subscriber by means of any form of general
        solicitation or general advertising.

       

      (l) Neither
        the execution, delivery, nor performance of this Agreement or any Ancillary
        Agreement by the Subscriber violates or conflicts with, creates (with or
        without
        the giving of notice or the lapse of time, or both) a default under or a
        lien
        upon any of the Subscriber’s assets or properties pursuant to, entitles any
        party to terminate, or requires the consent, approval or order of any government
        or governmental agency or other person or entity under (i) any material
        agreement to which the Subscriber is a party or by which the Subscriber or
        any
        of its properties or assets is bound or (ii) any statute, law, rule, regulation,
        order, judgment or decree binding upon or applicable to the Subscriber or
        its
        assets or properties.

       

      (m) The
        Subscriber
        has
        been advised by the Company and understands that the Securities are being
        offered and
        issued on the basis of the statutory exemption provided by Section 4(2) of
        the
        Act and/or Regulation D promulgated under the Act, or both, relating to
        transactions by an issuer not involving any public offering, and under similar
        exemptions under certain state securities laws; that this transaction has
        not
        been reviewed by, passed on or submitted to any United States Federal or
        state
        agency or self-regulatory organization where an exemption is being relied
        upon;
        and that the Company’s reliance thereon is based in part upon the
        representations made by the Subscriber in this Agreement.

       

      (n) There
        is
        no investment banker, broker, finder or other intermediary which has been
        retained by or is authorized to act on behalf of the Subscriber who might
        be
        entitled to any fee or commission from the Subscriber, the Company or any
        of
        their respective affiliates upon consummation of the transactions contemplated
        by this Agreement or by the Ancillary Agreements.


      5. 
        Representations and Warranties of the Company.
        The
        Company hereby represents and warrants to the Subscriber as of the date hereof
        and, if the Tranche B-1 Closing shall occur, as of the date of the Tranche
        B-1
        Closing and if the Tranche B-2 Closing shall occur, the date of the Tranche
        B-2
        Closing, as follows.

       

      (a)  The
        Company is duly organized, validly existing and in good standing under the
        laws
        of Delaware with full power and authority to own, lease, license and use
        properties and assets and to carry out the business in which it is
        engaged.

       

      (b)  As
        of the
        date of this Agreement, the authorized capital of the Company consists of:
        (i)
        50,000,000 shares of Common Stock, of which 44,303,939 shares of Common Stock
        are issued and outstanding; and (b) and 1,000 shares of preferred stock,
        $.01
        par value per share (“Preferred
        Stock”),
        of
        which 100 shares of Preferred Stock have been designated as Series A Convertible
        Preferred Stock, of which all such shares are issued and
        outstanding.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

      (c)  As
        of the
        date of this Agreement, and before giving effect to the issuance of the
        Securities, there are issued and outstanding options (including both vested
        and
        unvested), contingent share obligations and warrants to purchase an aggregate
        of
        5,475,000 shares of Common Stock at various prices and upon various conditions.
        Other than as described herein or in the Company’s filings with the U.S.
        Securities and Exchange Commission (the “Commission”),
        there
        are no outstanding rights, agreements, arrangements or understanding to which
        the Company is a party (written or oral), granted, entered into, made or
        arising
        after September 15, 2006, which would obligate the Company to issue any equity
        interest, option, warrant, convertible note, or other types of securities
        or to
        register any shares in a registration statement filed with the Commission,
        and
        there are no anti-dilution or price adjustment provisions regarding any security
        issued by the Company (or in any agreement providing rights to security holders)
        that will be triggered by the issuance of the Securities.

       

      (d)  The
        Company has the corporate power to execute, deliver and perform this Agreement
        and each Ancillary Agreement to which the Company is a party in the time
        and
        manner contemplated hereunder and thereunder, and has taken all requisite
        corporate action to issue and deliver the Securities to the Subscriber in
        the
        manner set forth herein.

       

      (e)  No
        consent of any party to any material contract, agreement, instrument, lease,
        license, arrangement or understanding to which the Company or any of its
        subsidiaries is a party or to which any of its or their respective properties
        or
        assets are subject is required for the execution, delivery or performance
        by the
        Company of this Agreement or the Ancillary Agreements to which the Company
        is a
        party or the issuance and sale of the Securities on the terms and subject
        to the
        conditions set forth herein.

       

      (f) The
        execution, delivery and performance of this Agreement and each Ancillary
        Agreement to which the Company is a party, and the issuance and sale of the
        Securities on the terms and subject to the conditions set forth herein, will
        not
        violate or result in a breach of, or entitle any party (with or without the
        giving of notice or the passage of time or both) to terminate or call a default
        under any contract or agreement to which the Company is a party
        or
        violate or result in a breach of any term of the certificate of incorporation
        or
        bylaws of the Company, or violate any law, rule, regulation, order, judgment
        or
        decree binding upon, the Company or any of its subsidiaries, or to which
        any of
        their respective operations, businesses, properties or assets are subject,
        except to the extent any such breach, termination, violation or default would
        not have a material adverse effect an the operations, business, properties
        or
        assets of the Company.

       

      (g) The
        Securities, upon their issuance and delivery to the Subscriber on the terms
        and
        subject to the conditions set forth herein, in exchange for payment of the
        purchase price applicable thereof, will be duly and validly issued, fully
        paid
        and non-assessable with no personal liability attaching to the ownership
        interest thereof.

       

      (h) The
        financial statements and related notes thereto contained in the Company’s
        filings with the Commission (the “Company
        Financials”)
        since
        September 15, 2006, are complete in all material respects, comply in all
        material respects with the Securities Exchange Act of 1934, as amended (the
        “Exchange
        Act”),
        and
        the rules and regulations of the Commission promulgated thereunder and have
        been
        prepared in accordance with United States

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      generally
        accepted accounting principles applied on a basis consistent throughout the
        periods indicated and consistent with each other. The Company Financials
        present
        fairly and accurately the financial condition and operating results of the
        Company in all material respects as of the dates and during the periods
        indicated therein and are consistent with the books and records of the Company.
        Except as set forth in the Company Financials, the Company has no material
        liabilities, contingent or otherwise, other than liabilities incurred in
        the
        normal conduct of business or disclosed on the Company Financials as of
        September 30, 2006. Since
        September 30, 2006, there has been no change in any accounting policies,
        principles, methods or practices, including any change with respect to reserves
        (whether for bad debts, contingent liabilities or otherwise) of the
        Company. 

       

      (i) Since
        September 15, 2006, the Company has made all filings with the Commission
        that it
        has been required to make under the Act and the Exchange Act (the “Commission
        Filings”).
        As of
        their respective filing dates, such filings already filed by the Company
        or to
        be filed by the Company after the date hereof will comply in all material
        respects with the requirements of the Act and the Exchange Act, and the rules
        and regulations of the Commission promulgated thereunder, as the case may
        be,
        and none of the filings with the Commission contained or will contain any
        untrue
        statement of a material fact or omitted or will omit any material fact required
        to be stated therein or necessary to make the statements made therein, in
        light
        of the circumstances in which they were made, not misleading, except to the
        extent such filings have been on or prior to the date of this Agreement
        corrected, updated or superseded by a document subsequently filed with
        Commission.

       

      (j) Since
        September 15, 2006, there has been no material adverse change nor any material
        adverse development in the business, properties, operations, financial
        condition, outstanding securities or results of operations of the Company,
        and
        no event has occurred or circumstance exists that is reasonably likely to
        result
        in such a material adverse change. 

       

      (k) Except
        as
        previously disclosed in the Commission Filings, and except for amounts owed
        to
        Dr. Selvin Passen or Oregon Spirit, LLC, the Company is not indebted to any
        of
        the
        Company’s stockholders, officers or directors or their Affiliates in any amount
        whatsoever (including, without limitation, any salary, deferred compensation
        or
        rent payable, other than amounts payable for current service to the
        Company). 

       

      (l) Except
        as
        previously disclosed in the Commission Filings, there is no action, suit,
        proceeding, inquiry or investigation before or by any court, public board
        or
        body, or arbitration tribunal pending or, to the Knowledge of the Company
        (as
        defined below), threatened, against or affecting the Company, in which an
        unfavorable decision, ruling or finding would have a material adverse effect
        on
        the properties, business, condition (financial or other) or results of
        operations of the Company, taken as a whole, or the transactions contemplated
        by
        this Agreement, or which would adversely affect the validity or enforceability
        of, or the authority or ability of the Company to perform its obligations
        under,
        this Agreement.
        All
        references to the “Knowledge
        of the Company”
in
        this
        Agreement shall mean the actual knowledge of the officers of the Company
        or the
        knowledge that the Company could reasonably be expected to have, after
        reasonable investigation
        and due diligence.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

      (m) Except
        as
        previously disclosed in the Commission Filings, the Company is not in default
        in
        the performance or observance of any material obligation, covenant or condition
        contained in any indenture, mortgage, deed of trust or other instrument or
        agreement to which it is a party by which it or its property may be
        bound.

       

      (n) Except
        as
        may be reflected on Annex A, the Company has not incurred any liability for
        any
        finder’s or brokerage fees or agent’s commissions in connection with the
        transactions contemplated by this Agreement.

       

      (o) Subject
        to the accuracy of the Subscriber’s representations and warranties set forth in
Section
        4
        hereof,
        (i) the offer, sale and issuance of the Securities, (ii) the issuance of
        Common
        Stock pursuant to the conversion and/or exercise of such securities into
        shares
        of Common Stock, each as contemplated by this Agreement, are exempt from
        the
        registration requirements of the Securities Act. The Company agrees that
        neither
        the Company nor anyone acting on its behalf will offer any of the Series
        A
        Preferred Stock, or any similar securities for issuance or sale, or solicit
        any
        offer to acquire any of the same from anyone so as to render the issuance
        and
        sale of such securities subject to the registration requirements of the
        Securities Act. The Company has not offered or sold the Series A Preferred
        Stock
        by any form of general solicitation or general advertising, as such terms
        are
        used in Rule 502(c) under the Securities Act.

       

      5. Registration
        Rights. 

       

      (a) If
        at any
        time after the date hereof and up to the earlier of (i) such time as the
        Subscriber may sell all of the Tranche A Shares, the Tranche B Shares, the
        Warrants and the shares of Common Stock issuable upon conversion of the Tranche
        A Shares or Tranche B Shares, or upon exercise of the Warrants (as used in
        this
Section
        5
        the
“Shares”)
        pursuant to Rule 144 under the Securities Act without limitation as to volume,
        (ii) two (2) years following the date hereof and (iii) the Company registering
        the Covered Shares (as defined below) for resale under the Securities Exchange
        Act of 1934, the Company proposes to register for sale any equity securities
        under the Act, it will at such time give written notice to the Subscriber
        of its
        intention to
        do
        so.
        Upon
        written request of the Subscriber given within 15 days after the giving of
        any
        such notice by the Company, the Company will use its reasonable efforts to
        cause
        the Shares, if applicable (the “Covered
        Shares”),
        for
        which registration is requested to be promptly registered under the Act as
        a
        part of the offering being made under the same registration statement proposed
        to be filed by the Company; provided,
        however,
        if the
        offering to which the proposed registration statement relates is to be
        distributed by or through an underwriter approved by the Company, the Subscriber
        may at its option agree to sell the Covered Shares through such underwriter
        on
        the same terms and conditions as the underwriter agrees to sell the other
        securities proposed to be registered, and provided
        further,
        that,
        if such underwriter determines that the inclusion of all such Covered Shares
        for
        which registration is requested would have an adverse effect on the offering,
        then the size of the offering shall be reduced accordingly, and the Subscriber
        shall be entitled hereunder to participate in the underwriting and register
        the
        Covered Shares on a pro rata basis with the Company and any other parties
        participating in such offering, or in such other quantity as may be permitted
        by
        the underwriter. 

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (b) The
        Company shall prepare and as promptly as reasonably practicable file with
        the
        Securities and Exchange Commission (the “Commission”) all amendments,
        post-effective amendments and supplements to a registration statement pursuant
        to Section 5(a) (and the prospectus used in connection therewith) as may
        be
        necessary under the Act and the regulations of the Commission to permit the
        sale
        of the Covered Shares to the public. 

       

      (c) In
        the
        event of the participation of the Subscriber in a registration as set forth
        in
        Section 5(a), the Subscriber shall promptly furnish to the Company such
        information as the Company may reasonably request and as shall be required
        in
        connection with the registration and related proceedings, and shall represent
        to
        the accuracy of such information. In addition, the Subscriber agrees to enter
        into any customary documents or other agreements with the Company or the
        underwriters in connection with the registration and related proceedings,
        to
        contain such representations and warranties and such other terms as are
        customarily contained in such agreements (including, without limitation,
        customary indemnification provisions), provided
        that the
        Subscriber shall not be required to make any representations, warranties
        or
        agreements other than representations, warranties or agreements regarding
        the
        Subscriber, the Subscriber’s intended method of distribution, and any other
        representations, warranties or agreements required by law. 

       

      6. Survival
        of Agreements.
        All
        covenants, agreements, representations and warranties made herein shall survive
        execution
        and
        delivery of this Agreement and the purchase of the Securities
        hereunder.

       

      7. Notices.
        Unless
        otherwise specifically provided herein, all notices or other communications
        under this Agreement shall be effective only if in writing and delivered
        by
        hand, delivered by telecopier, or mailed by overnight courier
        service:

       

      (a) if
        to the
        Company or Qualmax, addressed to its principal executive offices at 340 West
        Fifth Avenue, Eugene, Oregon 97401, Attn: General Counsel, with a copy to
        Kramer
        Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New
        York 10036, Attn: Scott S. Rosenblum;


      (b) if
        to the
        Subscriber, TBTE or Oregon Spirit, addressed to 2019 SW 20th
        Street,
        Suite 108, Fort Lauderdale, Florida 33315, Attn: Selvin Passen, M.D., with
        a
        copy to Adelberg Rudow, Dorf & Hendler, LLC, 7
        Saint
        Paul Street, Suite 600, Baltimore,
        MD 21202, Attn: David
        B.
        Rudow, Esquire; and

       

      (c) if
        to any
        Kamrat Party, addressed to the Kamrat party care of Qualmax, Inc. at its
        principal executive offices at 340 West Fifth Avenue, Eugene, Oregon 97401,
        Attn: General Counsel, with a copy to Kramer Levin Naftalis & Frankel LLP,
        1177 Avenue of the Americas, New York, New York 10036, Attn: Scott S.
        Rosenblum.

       

      8. Modifications;
        Waiver.
        No
        modification or waiver of any provision of this Agreement or consent to any
        departure therefrom shall be effective unless in writing and approved by
        all of
        the parties hereto.

       

      9. Entire
        Agreement.
        This
        Agreement contains the entire agreement between the parties with respect
        to the
        transactions contemplated hereby, and supersedes all negotiations, agreements,
        representations, warranties, commitments, whether in writing or oral, prior
        to
        the date hereof, including the Original Subscription Agreement.

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

      10. Successors
        and Assigns.
        All of
        the terms of this Agreement shall be binding upon and inure to the benefit
        of
        and be enforceable by the respective successors and permitted assigns of
        the
        parties hereto. Notwithstanding the foregoing, the Subscriber may not assign
        its
        rights under this Agreement without the written consent of the Company;
provided,
        however,
        the
        Subscriber may assign its rights under this Agreement, to Selvin Passen,
        M.D.
        (“Passen”),
        or to
        Jacob Schorr, Ph.D. (“Schorr”)
        any
        member of the immediate family or either, trusts for which either and/or
        members
        of his immediate family are the sole beneficiaries, and business entities
        wholly
        owned by either and/or members of his immediate family, without the consent
        of
        the Company.

       

      11. Execution
        and Counterparts.
        This
        Agreement may be executed in any number of counterparts, each of which when
        so
        executed and delivered shall be deemed an original, and such counterparts
        together shall constitute one instrument. Each party shall receive a duplicate
        original of the counterpart copy or copies executed by it. Facsimile
        transmission of any signed original counterpart and/or retransmission of
        any
        signed facsimile transmission shall be deemed the same as the delivery of
        an
        original.

       

      12. Governing
        Law and Forum.
        This
        Agreement shall be governed by the laws of the State of Florida without regard
        to its principles of conflicts of laws.

       

      13. Severability.
        In the
        event any provision of this Agreement or the application of such provision
        to
        any party shall be held by a court of competent jurisdiction to be contrary
        to
        law, the remaining provisions of this Agreement shall remain in full force
        and
        effect.

       

      14. Expenses.
        Each
        party hereto shall bear the fees, costs and expenses incurred by such party
        in
        the preparation, negotiation, execution and delivery of this Agreement and
        the
        Ancillary Agreements.


      15. Specific
        Performance.
        Each
        party acknowledges that irreparable damage would occur to the other parties
        hereto in the event that any of the provisions of this Agreement or the
        Ancillary Agreements were not performed by such party in accordance with
        their
        specific terms or were otherwise breached by such party and that money damages
        would not provide an adequate remedy to the non-breaching parties. It is
        accordingly agreed that the non-breaching parties hereto shall be entitled
        to an
        injunction and other equitable remedies to prevent breaches by the breaching
        party of this Agreement and any Ancillary Agreement and to enforce specifically
        the terms and provisions hereof or thereof in any court of the United States
        or
        any state thereof or any other court having jurisdiction, this being in addition
        to any other remedy to which such non-breaching parties may be entitled at
        law
        or in equity or otherwise.

       

      16. Mutual
        Drafting.
        The
        parties hereto are sophisticated and have been represented by lawyers who
        have
        carefully negotiated the provisions hereof and each Ancillary Agreement.
        As a
        consequence, the parties do not intend that the presumptions of any laws
        or
        rules relating to the interpretation of contracts against the drafter of
        any
        particular clause should be applied to this Agreement or any Ancillary Agreement
        and therefore waive their effects.

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

       

      17. Confidentiality.
        The
        Subscriber acknowledges that in connection with the execution and delivery
        of
        this Agreement and the transactions contemplated hereby, it has received,
        and
        may in the future receive, material non-public information concerning the
        Company and its financial condition, prospects and/or results of operations
        (“Confidential
        Information”).
        The
        Subscriber covenants and agrees that it will not use, reproduce, distribute
        and/or disclose (orally or in writing), any Confidential Information, in
        whole
        or in part, except to its advisors and representatives and solely for the
        purpose of evaluating its purchase of the shares of Series A Preferred Stock
        and/or Common Stock, as applicable, hereunder. Any information provided to
        the
        Subscriber will not be considered “Confidential Information” if and to the
        extent such information is or becomes publicly available through no fault
        of the
        Subscriber or as a result of the Subscriber being legally compelled to disclose
        such information pursuant to any court or other government order or any other
        applicable legal procedure; provided,
        however,
        that if
        the Subscriber is legally compelled to disclose any such information pursuant
        to
        any court or other government order or any other applicable legal procedure,
        it
        shall provide the Company with prompt notice of any such request or order
        in
        time sufficient to enable the Company to seek an appropriate protective order
        and shall provide the Company with reasonable assistance in obtaining such
        protective order.

       

      [signature
        pages follow]

       

      


       

       

       


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

          
          

        

      



      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement by persons
        thereunto duly authorized, effective as of the date first above
        written.

       

      THE
        SUBSCRIBER:

      


      P&S
        SPIRIT, LLC

      


      By:
        /s/
Selvin Passen,
        M.D.                        
       

      Name: Selvin
        Passen, M.D.

      Title: Manager

      


      Address:
        2019 SW 20th
        Street,
        Suite 108

      Ft.
        Lauderdale, FL 33315

      


      


      THE
        COMPANY:

      


      NEW
        WORLD BRANDS, INC.

      


      By:
        /s/
M. David
        Kamrat                      
      

      Name: M.
        David Kamrat

      Title: CEO

      


      Address:
        340 W. 5th
        Avenue

      Eugene,
        OR 97401

      


      


      THE
        KAMRATS:

      


      /s/
M.
        David
        Kamrat                                                


      M.
        David
        Kamrat

      


      /s/
Noah
        Kamrat                                                     


      Noah
        Kamrat

       

       

      
 

      20