EXHIBIT
      2.1







STOCK
      SALE AND PURCHASE AGREEMENT











This
      Stock Sale and Purchase Agreement (this “Agreement”) is made as of September 21,
      2006, by LIL' DRUG STORE PRODUCTS, INC., an Iowa corporation (“Seller”), WARTNER
      USA B.V., a private company with limited liability organized under the laws
      of
      the Netherlands (the “Company”), the Seller’s shareholders set forth on the
      signature page attached hereto (the “Shareholders”), and MEDTECH PRODUCTS INC.,
      a Delaware corporation (“Buyer”).





RECITALS





Seller
      desires to sell, and Buyer desires to purchase, all of the issued and
      outstanding shares (the “Shares”) of capital stock of the Company, a
      wholly-owned subsidiary of Seller, for the consideration and on the terms set
      forth in this Agreement.





The
      Shareholders, as the record and beneficial owners of 96.8% of all of the
      outstanding capital stock of Seller, will indirectly benefit from the sale
      of
      the Shares by Seller to Buyer and therefore desire to execute this Agreement
      for
      the limited purposes set forth below.





AGREEMENT





The
      parties, intending to be legally bound, agree as follows:





1. DEFINITIONS





For
      purposes of this Agreement, the following terms have the meanings specified
      or
      referred to in this Section 1:





“Accounts
      Receivable” - as defined in Section 3.7.





“Affiliate”
      - with respect to any Person, any other Person that directly, or indirectly
      through one or more intermediaries, controls or is controlled by, or is under
      common control with, the Person specified.





“Agreement”
      - as defined in the first paragraph of this Agreement.





“Allocation”
      - as defined in Section 2.5.





“Annual
      Balance Sheet” - the balance sheet of the Company as of December 31, 2005
      included in the Annual Financial Statements.





“Annual
      Financial Statements” - as defined in Section 3.4.





“Assignment
      and Assumption” - as defined in Section 2.4(a)(vi).





1


“Business”
      means the business carried on by the Company which involves the design,
      marketing, sale and distribution of the Products in the Territory.





“Business
      Day” - means any day other than a Saturday, Sunday or holiday on which
      commercial banks located in New York City are obligated or authorized by law
      or
      executive order to close.





“Business
      Intellectual Property” - as defined in Section 3.15.





“Buyer”
-
      as defined in the first paragraph of this Agreement.





“Buyer’s
      Advisors” - as defined in Section 5.1.





“Check-the-box
      Election” - as defined in Section 3.9(b).





“Closing”—as
      defined in Section 2.3.





“Closing
      Date”—the date and time as of which the Closing actually takes
      place.





“Company”
      - as defined in the first paragraph of this Agreement.





“Company
      Transaction Expenses” - all of the following to the extent incurred or accrued
      by the Company on or before the Closing Date: (i) all out-of-pocket costs and
      expenses incurred in connection with the transactions contemplated hereby,
      including, without limitation, investment advisory fees and expenses, other
      consultant, legal, Tax, accounting, travel, due diligence and related fees
      and
      expenses, and escrow agent fees and expenses; (ii) all payments required to
      be
      made by the Company to any Person due to the consummation of the Contemplated
      Transactions; and (iii) all fees and expenses incurred by the Company in
      connection with the termination of any Company Indebtedness.





“Company
      Indebtedness” - as defined in Section 2.2.





“Consent”—any
      approval, consent, ratification, waiver, or other authorization.





“Confidentiality
      Agreement” - means the confidentiality agreement dated April 24, 2006 between
      Seller and Buyer or any of its Affiliates.





“Contemplated
      Transactions”—all of the transactions contemplated by this Agreement, including,
      without limitation:





(a) the
      sale
      of the Shares by Seller to Buyer; and





(b) the
      performance by Buyer and Seller of their respective covenants and obligations
      under this Agreement.




“Contract”—any
      agreement, commitment, contract, instrument, obligation, promise, or undertaking
      (whether written or oral and whether express or implied) that is legally
      binding, in whole or in part, upon a party thereto.





2


“Damages”—as
      defined in Section 9.2.





“Deed
      of
      Transfer” - the notarial deed of transfer for the Shares substantially in the
      form attached hereto as Exhibit B.





“Disclosure
      Schedule”—the Disclosure Schedule delivered by Seller to Buyer concurrently with
      the execution and delivery of this Agreement and attached hereto as Exhibit
      A.





“Disregarded
      Entity” - as defined in Section 3.9(b).





“Divestiture
      Agreement” - all agreements or arrangements by which the Company sold or
      divested itself, directly or through a Subsidiary, of any material portion
      of
      its assets, including the sale of all or substantially all of the capital stock
      or other ownership interests of any of its Subsidiaries.





“Encumbrance”—any
      burden charge, claim, condition, covenant, deed of trust, easement,
      encroachment, equitable interest, hypothecation, lease, lien, mortgage, option,
      pledge, security interest, sublease, title defect, title retention agreement,
      right of first refusal, or restriction of any kind, including, without
      limitation, any restriction on use, voting, transfer, receipt of income, or
      exercise of any other attribute of ownership, other than any applicable federal
      or state securities law restrictions.





“Environment”—soil,
      land surface or subsurface strata, surface waters, groundwaters, air or any
      other environmental medium or natural resource.





“Environmental
      Law”—any Legal Requirement that requires or relates to:





(a) advising
      appropriate authorities, employees, and the public of intended or actual
      releases of pollutants or hazardous substances or materials, violations of
      discharge limits, or other prohibitions and of the commencements of activities,
      such as resource extraction or construction, that could have significant impact
      on the Environment;





(b) preventing
      or reducing to acceptable levels the release of pollutants or hazardous
      substances or materials into the Environment;





(c) reducing
      the quantities, preventing the release, or minimizing the hazardous
      characteristics of wastes that are generated;





(d) assuring
      that products are designed, formulated, packaged, and used so that they do
      not
      present unreasonable risks to human health or the Environment when used or
      disposed of;





(e) protecting
      resources, species, or ecological amenities;





(f) reducing
      to acceptable levels the risks inherent in the transportation of hazardous
      substances, pollutants, oil, or other potentially harmful
      substances;





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(g) cleaning
      up pollutants that have been released, preventing the threat of release, or
      paying the costs of such clean up or prevention; or





(h) making
      responsible parties pay private parties, or groups of them, for damages done
      to
      their health or the Environment, or permitting self-appointed representatives
      of
      the public interest to recover for injuries done to public assets.





“ERISA”
-
      the Employee Retirement Income Security Act of 1974, as amended, and any
      successor law, and regulations and rules issued pursuant to that act or any
      successor law.





“Facilities”—any
      leaseholds or other interests currently or formerly owned or operated by the
      Company and any buildings, plants, structures, or equipment currently or
      formerly owned or operated by the Company.





“FDA
      Act”
- the United States Federal Food, Drug and Cosmetic Act, as amended, and rules
      and regulations issued thereunder.





“Financial
      Statements” - as defined in Section 3.4.





“GAAP”
-
      means United States generally accepted accounting principles, as in effect
      from
      time to time, applied on a consistent basis.





“Governmental
      Authority” - any (a) federal, state, regional, county, city, municipal or local
      government, whether foreign or domestic; (b) governmental or quasi-governmental
      authority of any nature including any regulatory or administrative agency,
      commission, department, board, bureau, court, tribunal, arbitrator, arbitral
      body, agency, branch, official entity, or other administrative or regulatory
      body obtaining authority from any of the foregoing; or (c) other Person
      exercising, or entitled to exercise, any administration, executive, judicial,
      legislative, notice, regulatory or taxing authority or power of any
      nature.





“Hazardous
      Materials”—any waste or other substance that is listed, defined, designated, or
      classified as, or otherwise determined to be, hazardous, radioactive, or toxic
      or a pollutant or a contaminant under or pursuant to any Environmental Law.




“Indemnified
      Persons”—as defined in Section 9.2.





“Interim
      Balance Sheet” - the balance sheet of the Company as of August 31, 2006 included
      in the Interim Financial Statements.





“Interim
      Financial Statements”—as defined in Section 3.4.





“Inventory”
      - means the usable and merchantable finished goods, components, raw materials
      and displays of the Product which are not obsolete having expiration dating
      of
      not less than twenty-four (24) months and representing not more than six (6)
      months of forecasted requirements for sale of any SKU within the Territory.
      For
      the avoidance of doubt, Inventory shall not include Wartner Kids products or
      any
      components or raw materials not usable by Pharmaspray and/or the Company as
      of
      the Closing Date.





4


“IRC”—the
      Internal Revenue Code of 1986, as amended, or any successor law, and regulations
      issued by the IRS pursuant to the Internal Revenue Code or any successor
      law.





“IRS”—the
      United States Internal Revenue Service or any successor agency, and, to the
      extent relevant, the United States Department of the Treasury.





“Knowledge”
      - and all other words of similar meaning, whether or not capitalized, when
      used
      with respect to (i) Seller shall mean the actual knowledge or knowledge that
      may
      be obtained by the officers of Seller after making Due Inquiry; and (ii) Buyer
      shall mean the actual knowledge or knowledge that may be obtained by the
      officers of Buyer after making Due Inquiry. For the purposes of this definition,
      the term “Due Inquiry” by an individual means inquiry, after review of the
      specific provision(s) of this Agreement in question, of such peers or
      subordinates whom such individual determines in reasonable good faith to be
      the
      appropriate Persons to be approached with respect to the particular fact or
      matter in question, about such particular fact or matter in question and who
      the
      Person making the inquiry reasonably believes has personal knowledge of the
      particular fact or matter in question.





“Legal
      Requirement”—any federal, state, local, municipal, foreign, international,
      multinational, or other administrative order, constitution, law, ordinance,
      principle of common law, regulation, statute, or treaty.





“Material
      Adverse Effect” - means, with respect to any Person or any of its Subsidiaries
      (together as one party for purposes of this Section), an individual or
      cumulative adverse change in or effect on (i) the business, properties, assets,
      condition (financial or otherwise), liabilities or results of operations of
      such
      party which is, or could reasonably be expected to be, materially adverse to the
      business, properties, assets, condition (financial or otherwise), liabilities
      or
      results of operations of such party and its Subsidiaries taken as a whole,
      (ii)
      such Person or any of its Subsidiaries as a result of the cancellation,
      amendment or postponement for a period of three months or more of any current
      or
      proposed Material Contract, or (iii) the
      ability of such Person to perform its material obligations under this Agreement
      and the Related Agreements.





“Material
      Contract” - as defined in Section 3.12.





“Non-Compete
      Activities” - as defined in Section 5.3(a).





“Notary”
      - means Daan ter Braak, civil law notary ( *notaris* ),
      or
      his/her deputy ( *plaatsvervanger* ).





“Order”
-
      an order, award, decision, injunction, judgment, ruling, subpoena, or verdict
      issued or rendered by any court, administrative agency or other Governmental
      Authority (A) to which the Company or any of its businesses, assets or
      properties is subject, or (B) to which Seller is subject with respect to
      Seller’s ownership of or ability to sell or vote the Shares.





“Ordinary
      Course of Business” - the ordinary course of
      Business consistent with past custom and practice (including with respect to
      quantity and frequency).





5


“Organizational
      Documents”— (a) the articles or certificate of incorporation and the bylaws of a
      corporation; (b) any charter or similar document adopted or filed in connection
      with the creation, formation, or organization of a Person; and (c) any amendment
      to any of the foregoing (including but not limited to the current articles
      of
      association ( *statuten* )
      of the
      Company).




“Permits”
      - as defined in Section 3.24(ii).




“Person”—any
      individual, corporation, general or limited partnership, limited liability
      company, joint venture, estate, trust, association, organization, labor union,
      or other entity or governmental body.





“Pharmaspray”
      - means Pharmaspray B.V., a company organized and existing under the law of
      the
      Netherlands.





“Post-Closing
      Tax Period” - as defined in Section 10.1(b).





“Pre-Closing
      Tax Period” - as defined in Section 10.1(a).





“Proceeding”—any
      action, arbitration, audit, hearing, investigation, litigation, or suit
      commenced, brought, conducted, or heard by or before, or otherwise involving,
      any Governmental Authority.





“Product”
      - the OTC cryogenic treatment for warts sold under the WARTNER trademark and
      the
      cryogenic professional use treatment for warts under the WARTNER PRO trademark,
      both of which utilize the Business Intellectual Property.





“Purchase
      Price” - as defined in Section 2.2.





“Related
      Agreements” - means, with respect to a party hereto, the Transition Agreement,
      the Assignment and Assumption, the Wartner Assignment and any other agreement
      or
      instrument executed by such party in connection with this
      Agreement.





“Representative”—with
      respect to a particular Person, any director, officer, employee, affiliate,
      agent, consultant, advisor, or other representative of such Person, including
      legal counsel, accountants, and financial advisors.





“Restricted
      Period” - as defined in Section 5.3(a).





“Returns”
      - any claim for credit or refund for unsold Product or other merchandise by
      any
      customer or account of Seller, the Company or Buyer, whether or not accompanied
      by the Product or other merchandise originally sold, and whether or not damaged,
      out of date or otherwise impaired.





“Right
      of
      Set-Off” - as defined in Section 9.10.





“Securities
      Act”—the Securities Act of 1933, as amended, or any successor law, and
      regulations and rules issued pursuant to that Act or any successor
      law.





“Seller”
      - as defined in the first paragraph of this Agreement.





6


“Shareholders”
      - as defined in the first paragraph of this Agreement.





“Shares”—as
      defined in the Recitals of this Agreement.





“Share
      Sale Agreement”—the Share Sale Agreement dated June 10, 2003 between
      Wartner Holding as the seller, Seller as the purchaser, and the Company, for
      the
      sale by the seller of the entire issued and outstanding share capital of the
      Company to the purchaser.




“SKU”
-
      means one or more non-obsolete shelf keeping units of the Product.





“Straddle
      Period” - as defined in Section 10.1(c).





“Subsidiary”—with
      respect to any Person (the “Owner”), any corporation or other Person of which
      securities or other interests having the power to elect a majority of that
      corporation's or other Person's board of directors or similar governing body,
      or
      otherwise having the power to direct the business and policies of that
      corporation or other Person (other than securities or other interests having
      such power only upon the happening of a contingency that has not occurred)
      are
      held by the Owner or one or more of its Subsidiaries; when used without
      reference to a particular Person, “Subsidiary” means a Subsidiary of the
      Company.





“Tax”
or
      “Taxes” means any federal, state, local or foreign net or gross income, gross
      receipts, license, payroll, employment, excise, severance, stamp, occupation,
      premium (including taxes under Section 59A of the IRC), customs duties, capital
      stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      conveyance, transfer, registration, value added, alternative or add-on minimum,
      estimated, or other tax, governmental fee or like assessment, together with
      any
      interest and penalties, additions to tax or additional amounts imposed by any
      Governmental Authority.




“Tax
      Authority” means any Governmental Authority with responsibility for
      Taxes.





“Tax
      Return” means all returns, reports, elections, forms, declarations, statements,
      estimated returns, claims for refund and information returns supplied or
      required to be supplied to a Tax Authority relating to Taxes.





“Territory”
      - means the United States of America (including its territories and
      possessions), Canada, Mexico, Bermuda and the Dominican Republic.





“Trade
      Adjustment” - means any unilateral financial adjustment by a customer or account
      of Seller, the Company or Buyer wherein such customer or account makes a
      reduction of an amount to be paid or credited to Buyer, Seller or the Company
      as
      a consequence of alleged or actual prior or subsequent commercial dealings
      in
      the Product or in connection with prior or subsequent commercial dealings in
      other products where those commercial dealings are treated by the account as
      offsets to obligations to Buyer, Seller or the Company relating to the Product.





“Transfer
      Taxes: - as defined in Section 10.3.





7


“Transition
      Agreement” - as defined in Section 2.4(a)(v).





“U.S.
      Patent” - as defined in Section 3.15.





“Wartner
      Assignment” - as defined in Section 2.4(a)(iv).





“Wartner
      B.V.” - means that certain private company with limited liability organized
      under the laws of the Netherlands which has among its affiliates Wartner Holding
      and Wartner Medical Products A.G.





“Wartner
      Europe B.V.” means that certain private company with limited liability organized
      under the laws of the Netherlands formerly affiliated with Wartner Holding
      but
      which as of the date of this Agreement is a wholly owned subsidiary of Omega
      Pharma N.V. Wartner Europe B.V. is not a party to this Agreement.





“Wartner
      Holding” - means Wartner Holding B.V., a private company with limited liability
      organized under the laws of the Netherlands which is an affiliate of Wartner
      B.V.





2. SALE
      AND TRANSFER OF SHARES; CLOSING





2.1 SHARES





Subject
      to the terms and conditions of this Agreement, at the Closing, Seller will
      sell
      and transfer all of the Shares of capital stock of the Company to Buyer, and
      Buyer will purchase all of the Shares of capital stock of the Company from
      Seller, free and clear of any Encumbrances except as set forth on Schedule
      2.1.





Subject
      to the terms and conditions of this Agreement, Seller shall transfer title
      to
      the Shares to Buyer, and Buyer shall accept the same from Seller, at Closing
      through the execution of the Deed of Transfer before the Notary.





2.2 PURCHASE
      PRICE





Subject
      to the further provisions of this Section 2.2, the purchase price (the “Purchase
      Price”) for all of the Shares of capital stock of the Company shall be
      $31,500,000 payable in cash at Closing to Seller. The Purchase Price assumes
      that, as of the Closing, (i) the Company will have no outstanding debt and
      no
      obligations not in the Ordinary Course of Business (any such indebtedness and
      obligations, “Company Indebtedness”); and (ii) the Company will have Inventory
      in an aggregate amount equal to at least $950,000 which shall be saleable in
      the
      Ordinary Course of Business; provided, that Company Indebtedness shall not
      include trade debt and normal operating liabilities not incurred in the Ordinary
      Course of Business. The Purchase Price shall be (i) (x) increased by the amount,
      if any, by which the Company’s Inventory (valued at cost) as of the Closing
      (based on a physical inventory taken by Buyer and Seller on the Closing Date)
      exceeds $950,000; or (y) decreased by the amount, if any, by which the Company’s
      Inventory (valued at cost) as of the Closing (based on a physical inventory
      taken by Buyer and Seller on the Closing Date) is less than $950,000; (ii)
      decreased by the amount, if any, of Company Indebtedness as of the Closing;
      and
      (iii) decreased by the amount of Company Transaction Expenses. For purposes
      of




8


calculating
      the amount to be wired at Closing, the amount of Inventory shall be determined
      on the Closing Date based on Seller’s perpetual inventory system. Each of Seller
      and Buyer agree to cooperate with the other regarding any post-closing
      adjustments that need to be made to the Purchase Price to reflect the actual
      amount of Inventory as of the Closing.




2.3 CLOSING





Subject
      to the satisfaction of all of the closing conditions contained in this
      Agreement, the purchase and sale (the “Closing”) provided for in this Agreement
      will take place at the offices of Seller’s counsel, Bradley & Riley PC,
      Cedar Rapids, Iowa, at 10:00 a.m. (local time) on or about September 21, 2006,
      or at such other time and place as the parties may agree. The execution of
      the
      Deed of Transfer will take place on the Closing Date at the offices of Van
      Doorne N.V., Jachthavenweg
      121, 1081 KM Amsterdam ,
      The
      Netherlands.





2.4 CLOSING
      OBLIGATIONS





At
      the
      Closing, after the Notary has received sufficient confirmation that the Purchase
      Price has been transferred by Buyer and received by Seller in accordance with
      Sections 2.2 and 2.4(b)(i), Seller and Buyer shall execute the Deed of Transfer
      before the Notary and shall procure that the Notary shall execute the Deed
      of
      Transfer. Seller shall procure that the Company will acknowledge the transfer
      of
      the Shares, by signing the Deed of Transfer.





At
      the
      Closing:





(a) Seller
      will deliver to Buyer:





(i) certificates
      representing the Shares, duly endorsed (or accompanied by duly executed stock
      powers) and any other documents reasonably necessary to transfer to Buyer the
      entire right, title and interest in and to all of the Shares of capital stock
      of
      the Company;





(ii) a
      certificate, dated as of the Closing Date and executed by the Chief Executive
      Officer or Chief Financial Officer of Seller certifying in such detail as Buyer
      may reasonably request that the conditions specified in Sections 6.1 and 6.2
      hereof have been fulfilled with respect to Seller and the Company and certifying
      that Seller and the Company have obtained all consents and approvals required
      with respect to the Contemplated Transactions;





(iii) [Intentionally
      Omitted];





(iv) a
      duly
      executed counterpart of an Assignment and Assumption Agreement between Seller
      and Buyer under which Seller transfers and assigns to Buyer, and Buyer expressly
      assumes, certain rights and obligations under the Share Sale Agreement, such
      agreement to be in substantially the form attached hereto as Exhibit C (the
      “Wartner Assignment”)




9


(v) a
      duly
      executed counterpart of a transition services agreement between Buyer and Seller
      in substantially the form attached hereto as Exhibit D (the “Transition
      Agreement”);




(vi) a
      duly
      executed counterpart of an assignment and assumption agreement between Seller
      and Buyer under which Seller transfers and assigns to Buyer, and Buyer expressly
      assumes, those trade and marketing programs listed in Schedule 3.20, such
      assignment and assumption agreement to be in substantially the form attached
      hereto as Exhibit E (the “Assignment and Assumption”);





(vii) a
      disclaimer duly executed by Seller’s lenders terminating any Encumbrances held
      by them with respect to the Shares;





(viii) a
      bill of
      sale as of Closing in a form acceptable to Buyer reflecting the transfer of
      all
      Inventory of Product in the possession of Seller from Seller to
      Company;





(ix) a
      license
      agreement in favor of Buyer, the Company and Pharmaspray duly executed by
      Wartner Europe in the form of Exhibit F;





(x) [Intentionally
      Omitted];





(xi) the
      releases referenced in Section 6.14; and





(xii) other
      documents reasonably requested by Buyer.





(b) Buyer
      will deliver to Seller:





(i) subject
      to the Purchase Price adjustments in Section 2.2, $31,500,000 by wire transfer
      to the account specified by Seller on and as of the Closing Date.





(ii) a
      certificate dated as of the Closing Date and executed by the Chief Executive
      Officer or Chief Financial Officer of Buyer certifying in such detail as Seller
      may reasonably request that the conditions specified in Sections 7.1 and 7.2
      hereof have been fulfilled with respect to Buyer and certifying that Buyer
      has
      obtained all consents and approvals required with respect to the Contemplated
      Transactions;




(iii) a
      duly
      executed counterpart of the Transition Agreement;





(iv) a
      duly
      executed counterpart of the Assignment and Assumption;





(v) [Intentionally
      Omitted];





(vi)
            a duly executed counterpart of the Wartner Assignment;




(vi) [Intentionally
      Omitted]; and




(viii) other
      documents reasonably requested by Seller.





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2.5
            PURCHASE
                PRICE ALLOCATION





Buyer
      and
      Seller agree to allocate the Purchase Price (and all other capitalizable costs)
      among the Company’s assets for federal, state and local Tax purposes in
      accordance with IRC Section 1060, as set forth on the allocation schedule
      attached as Schedule 2.5. Buyer and Seller agree to use such Allocation (the
      “Allocation”) for all relevant federal, state, local or foreign Tax purposes,
      and to file timely one or more IRS Forms 8594 and any similar forms required
      under state or local law in accordance with the requirements of IRC Section
      1060
      (or such state or local law) and the Allocation. Neither Buyer nor Seller shall
      take any position, whether in a Tax audit, on a Tax Return or otherwise, that
      is
      inconsistent with the Allocation unless required to do so by applicable Legal
      Requirements.





3. REPRESENTATIONS
      AND WARRANTIES OF SELLER





Seller
      hereby represents and warrants to Buyer as follows:








(a) The
      Company is a private company with limited liability duly organized, validly
      existing and in good standing under the laws of the Netherlands, with full
      corporate power and authority to conduct its business as it is now being
      conducted, to own or use the properties and assets that it purports to own
      or
      use, and to perform all its obligations under the Contracts. The Company is
      duly
      qualified to do business as a foreign corporation and is in good standing under
      the laws of each state or other jurisdiction in which either the ownership
      or
      use of the properties owned or used by it, or the nature of the activities
      conducted by it, requires such qualification (each of which such states or
      jurisdictions is set forth in Schedule 3.1(a). The Company is not in violation
      of its Organizational Documents and no decision to amend the articles of
      association of the Company has been made.





(b) Seller
      is
      a corporation duly organized, validly existing and in good standing under the
      laws of the State of Iowa, with full corporate power and authority to conduct
      its business as it is now being conducted and to own or use the properties
      and
      assets that it purports to own or use. Seller is not in violation of its
      Organizational Documents.




3.2 AUTHORITY;
      NO CONFLICT





(a) This
      Agreement has been duly authorized, executed and delivered by Seller and the
      Company and constitutes the legal, valid, and binding obligation of Seller
      and
      the Company, enforceable against Seller and the Company in accordance with
      its
      terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium and
      similar laws affecting creditors’ rights and remedies generally; and (ii)
      general principles of equity. Each of Seller and the Company has the absolute
      and unrestricted right, power, authority, and capacity to execute and deliver
      this Agreement and the Related Agreements to which it is a party and to perform
      its obligations under this Agreement and the Related Agreements to which it
      is a
      party.





11


(b) Except
      as
      set forth in Schedule 3.2(b), neither the execution and delivery of this
      Agreement nor the consummation or performance of any of the Contemplated
      Transactions will, directly or indirectly (with or without notice or lapse
      of
      time):





(i) contravene,
      conflict with, or result in a violation of (A) any provision of the
      Organizational Documents of the Company or Seller, or (B) any resolution adopted
      by the board of directors or the shareholder(s) of the Company or Seller;





(ii) contravene,
      conflict with, or result in a violation of, or give any Governmental Authority
      or other Person the right to challenge any of the Contemplated Transactions
      or
      to exercise any remedy or obtain any relief under, any Legal Requirement or
      any
      Order to which the Company or Seller, or any of the business, properties and
      assets operated, owned or used by the Company or Seller, may be
      subject;





(iii) contravene,
      conflict with, or result in a violation of any of the terms or requirements
      of,
      or give any Governmental Authority the right to revoke, withdraw, suspend,
      cancel, terminate, or modify, any permit or governmental authorization that
      is
      held by the Company or Seller or that otherwise relates to the business of,
      or
      any of the assets owned or used by, the Company or Seller;





(iv) cause
      Buyer or the Company to become subject to, or to become liable for the payment
      of, any Tax;





(v) contravene,
      conflict with, or result in a violation or breach of any provision of, or give
      any Person the right to declare a default or exercise any remedy under, or
      to
      accelerate the maturity or performance of, or to cancel, terminate, or modify,
      any Contract related to the Company or its Business; or





(vi) result
      in
      the imposition or creation of any Encumbrance upon or with respect to the Shares
      or any of the assets owned or used by the Company.





Except
      as
      set forth in Schedule 3.2(b), neither Seller nor the Company is or will be
      required to give any notice to or obtain any Consent from any Person in
      connection with the execution and delivery of this Agreement or the consummation
      or performance of any of the Contemplated Transactions. Schedule 3.2(b) contains
      a complete and accurate list of all consents and notices needed in connection
      with this Agreement, the Related Agreements and the transactions contemplated
      herein and in the Related Agreements. The consents set forth in Schedule 3.2(b)
      have been obtained on or prior to the date hereof.





3.3 CAPITALIZATION;
      TITLE TO SHARES AND POWER TO CONVEY





(a) The
      authorized equity securities of the Company consist of 180 normal shares of
      capital stock with a nominal value of Euro 100 per share, of which 180 shares
      are issued and outstanding on the date hereof and are represented by the Shares.
      All of the issued and outstanding shares of capital stock of the Company have
      been duly authorized and validly issued and are fully paid-up in accordance
      with
      all requirements of applicable law and nonassessable and, except as set forth
      on
      Schedule 3.3(a), none of them are subject to or were issued in violation of
      pre-emptive rights, rights




12


of
      first
      offer or first refusal or similar rights, or in violation of the Securities
      Act
      or any other applicable securities law. On the date of this Agreement, there
      are
      no, and as of the Closing Date there will be no, outstanding subscriptions,
      options, warrants or other agreements or commitments or other rights of any
      kind
      to acquire (including securities exercisable or exchangeable for or convertible
      into), or obligating the Company to issue, any shares of capital stock of the
      Company, or giving any Person the right to receive any benefits or rights
      similar to any rights enjoyed by or accruing to the benefit of the holders
      of
      any shares of capital stock of the Company. The Company is not subject to any
      obligations (contingent or otherwise) to repurchase, redeem, call or otherwise
      retire, or to register, any shares of capital stock. On the date of this
      Agreement, the Shares owned by Seller collectively constitute, and on the
      Closing Date the Shares will constitute, all of the issued and outstanding
      shares of capital stock of the Company. There are no Contracts with respect
      to
      (i) voting of any shares of capital stock of the Company; or (ii) transfer
      of,
      or transfer restrictions on, any shares of capital stock of the Company. The
      Company does not own or have any Contract to acquire, any equity securities
      or
      other securities of any Person or any direct or indirect equity or ownership
      interest in any other entity or business.




(b) Seller
      is, and will be on the Closing Date, the sole record and beneficial owner of
      the
      Shares and, except as set forth on Schedule 3.3(b), has, and will have on the
      Closing Date, good title to the Shares free and clear of all Encumbrances of
      any
      nature whatsoever. All corporate formalities have been taken to grant Seller
      the
      full right and capability to sell and deliver the Shares as contemplated by
      this
      Agreement. Upon execution of the Deed of Transfer at the Closing in accordance
      with the first paragraph of Section 2.4, Buyer shall have acquired from Seller
      good, legal and equitable title to the Shares free and clear of all Encumbrances
      of any nature whatsoever, except as otherwise noted in Schedule
      3.3(b).




3.4 FINANCIAL
      STATEMENTS





Seller
      has delivered to Buyer: (a) audited balance sheets of the Company as at
      December 31 in each of the years 2003, 2004 and 2005, and the related
      audited statements of income, changes in shareholders' equity, and cash flow
      for
      each of the fiscal years then ended (the “Annual Financial Statements”); and (b)
      an unaudited balance sheet of the Company as of August 31, 2006 and the related
      unaudited statements of income, changes in shareholders' equity, and cash flow
      for the eight months then ended (the “Interim Financial Statements;” together
      with the Annual Financial Statements, the “Financial Statements”). The Financial
      Statements (i) have been prepared in accordance with the books and records
      of
      the Company, (ii) have been prepared in accordance with GAAP, and (iii) fairly
      present the financial condition and the results of operations, changes in
      shareholders' equity, and cash flow of the Company as at the respective dates
      of
      and for the periods referred to in the Financial Statements, subject, in the
      case of the Interim Financial Statements, to normal recurring year-end
      adjustments (the effect of which will not, individually or in the aggregate,
      be
      material). Schedule 3.4 contains true, correct and complete copies of the
      Financial Statements.







3.5 BOOKS
      AND
      RECORDS





13


The
      minute books, stock record books, financial books and records, and other records
      of the Company and Seller with respect to the Business, all of which have been
      made available to Buyer, are complete and correct and have been maintained
      in
      accordance with sound business practices. At the Closing, all of those books
      and
      records will be in the possession of the Company or its agent.





3.6 TITLE
      TO
      PROPERTIES; ENCUMBRANCES





Schedule
      3.6 contains a complete and accurate list of all fixed assets, leaseholds or
      other interests therein owned by the Company. The Company has good and valid
      right, title and interest in and to or, in the case of leased properties or
      properties held under license, good and valid leasehold or license interests,
      respectively, in all of its assets and properties, including, but not limited
      to, all of the machinery, equipment, terminals, computers, vehicles, and all
      other assets and properties (real, personal or mixed, tangible or intangible)
      reflected in the Annual Balance Sheet and the Interim Balance Sheet and all
      of
      the properties and assets purchased or otherwise acquired by the Company since
      the date of the Interim Balance Sheet (except for personal property sold since
      the date of the Interim Balance Sheet in the Ordinary Course of Business. All
      material properties and assets reflected in the Annual Balance Sheet and the
      Interim Balance Sheet, or acquired since the respective dates thereof, are
      free
      and clear of all Encumbrances. The properties and assets owned or leased by
      the
      Company are sufficient in all material respects for the conduct of the business
      of the Company as it is now conducted, and such properties and assets are in
      working order (reasonable wear and tear excepted).




3.7 ACCOUNTS
      RECEIVABLE





Except
      as
      set forth on Schedule 3.7, the Company shall have no accounts receivable on
      its
      books and records; provided, that, if there are any receivables in existence
      on
      the Closing Date, they shall be collected by the Company for the account of
      Buyer. Notwithstanding the generality of the foregoing, all accounts receivable
      of the Company reflected on the Annual Balance Sheet or the Interim Balance
      Sheet or on the accounting records of the Company as of the Closing Date
      (collectively, the “Accounts Receivable”) represent or will represent valid
      obligations arising from sales actually made or services actually performed
      in
      the Ordinary Course of Business and, to the Knowledge of Seller, are not subject
      to any defenses, set-offs or counterclaims, and subject only to reserves
      reflected on Schedule 3.7. Except as set forth on Schedule 3.7, all items which
      are required by GAAP to be reflected as Accounts Receivable on the Financial
      Statements and on the books and records of the Company are so reflected and
      have
      been recorded in accordance with GAAP. Since June 2003, the Company has not
      changed the period for determining when Accounts Receivable become
      uncollectible. Schedule 3.7 is a true and complete aged list of all the Accounts
      Receivable relating to the Company as of the day immediately prior to the date
      hereof, and except as set forth on Schedule 3.7, none of the Accounts Receivable
      included in the Financial Statements are owed by the Company's shareholders
      or
      relate to any employees or Affiliates of the Company. Schedule 3.7 sets forth
      a
      list of any and all Accounts Receivable from employees, shareholders and
      Affiliates of the Company, including, without limitation, all notes, loans,
      advances or other monies owed to the Company by any past or present
      employee.







3.8 INVENTORY





14


Except
      as
      set forth on Schedule 3.8, (i) Inventory shall be comprised of inventory
      consistent with the books and records of the Company and Seller (with respect
      to
      the Business); and (ii) the Company shall not be liable for any components
      for
      the Product provided by third-party suppliers. Notwithstanding the generality
      of
      the foregoing, any raw materials, work in process, spare parts, and other
      inventory of the Company and Seller (with respect to the Business) as set forth
      on the Financial Statements and Seller’s financial statements, respectively, are
      in usable or salable condition in the Ordinary Course of Business at the amounts
      carried on such financial statements and on the books and records of the Company
      and Seller (with respect to the Business). The raw materials, work in process,
      spare parts, and other inventory are (a) not obsolete or excessive and are
      of at
      least the standard quality for such items; (b) suitable for the manufacture
      and
      distribution of the Products; (c) not in excess of the normal purchasing
      patterns of the Company and Seller (with respect to the Business); and (d)
      adequate to meet the Company’s and Seller’s expected shipping requirements.
      Except as set forth on Schedule 3.8, the amounts of the inventories reflected
      on
      the Financial Statements and Seller’s financial statements and on the books and
      records of the Company and Seller (with respect to the Business) have been
      determined in accordance with GAAP.





3.9 TAXES





Except
      as
      set forth in Schedule 3.9:





(a) All
      Tax
      Returns required to be filed with any Governmental Authority by the Company
      or
      Seller or with respect to the Company’s assets or the Business have been timely
      filed and were accurate and complete in all material respects. All Taxes due
      and
      payable by the Company or Seller or with respect to the Company’s assets or the
      Business (whether or not shown on any Tax Return) have been timely paid in
      full.
      Neither the Company nor Seller is currently the beneficiary of or has applied
      for any extension of time within which to file any Tax Return. There are no
      Encumbrances with respect to Taxes on any of the Company’s or Seller’s assets,
      other than Encumbrances for Taxes not yet due and payable. No claim has ever
      been made by any Governmental Authority in a jurisdiction in which the Company
      or Seller does not file Tax Returns that the Company or Seller is or may be
      subject to Tax in that jurisdiction and, to the Knowledge of Seller, there
      is no
      basis on which a Governmental Authority could validly assert such a claim.





(b) Seller
      purchased the Shares on June 10, 2003 and timely made a valid election under
      IRC
      Section 338 with respect to such purchase. For United States Tax purposes,
      Seller treated such election as a liquidation of the Company into Seller
      pursuant to IRC Section 332. Such election did not result in the Company
      recognizing any income subject to federal, state or local Tax. The Company
      made
      a valid election to be treated as an entity disregarded from its owner (a
“Disregarded Entity”) for federal, state and local income and franchise Tax
      purposes pursuant to Treasury Regulation Section 301.7701-3 by filing IRS Form
      8023 (the “Check-the-box Election”) on March 10, 2004. The Check-the-box
      Election has been effective at all times since June 10, 2003 and will remain
      effective at all times through the Closing Date. For all federal, state and
      local income or franchise Tax purposes, Seller is deemed to own the Company’s
      assets directly and to be engaged directly in the Business.





(c) The
      Company and Seller have withheld and paid all Taxes required to have been
      withheld and paid in connection with any amounts paid or owing to any employee,
      independent contractor, creditor, shareholder, partner, member or other third
      party, and have timely and properly




15
 completed
        and filed any information returns or reports or other Tax Returns required
        with
        respect thereto.





(d) No
      dispute concerning any Tax liability of the Company or Seller (with respect
      to
      the Business) is pending or, to the Knowledge of Seller, threatened. No Tax
      proceedings by a Governmental Authority are pending or are being conducted
      with
      respect to the Company or Seller (with respect to the Business). With respect
      to
      Taxes for which the statute of limitations remains open, neither the Company
      nor
      Seller (with respect to the Business) has received from any foreign, federal,
      state or local Governmental Authority (i) any notice indicating an intent to
      open a Tax audit or other review, (ii) any request for information related
      to
      Tax matters, or (iii) any notice of deficiency or proposed adjustment for any
      amount of Tax proposed, asserted or assessed against the Company or Seller
      or
      with respect to the assets of the Company or the Business, in each case other
      than with respect to an audit, review or examination that has been completed
      and
      closed and with respect to which the Company or Seller has paid all Taxes
      asserted or assessed by the Governmental Authority. The Company has not waived
      any statute of limitations in respect of Taxes or agreed to any extension of
      time with respect to a Tax assessment or deficiency of a Tax.





(e) Schedule
      3.9 of the Disclosure Schedule sets forth a complete and accurate list of all
      jurisdictions in which the Company or the Business is subject to Tax and of
      all
      Tax Returns filed by the Company with respect to the Company or the Business
      since the Company’s formation on December 13, 2002. Seller has provided to Buyer
      correct and complete copies of all such Tax Returns and of all examination
      reports and statements of deficiencies assessed against or agreed to by the
      Company for all Tax periods as to which the statute of limitations remains
      open.





(f) Neither
      the Company nor Seller (with respect to the Company or its assets or the
      Business) has ever obtained from a Governmental Authority a ruling with respect
      to Taxes. There is no pending request by the Company or Seller (with respect
      to
      the Company or its assets or the Business) for a ruling by a Governmental
      Authority with respect to Taxes.





(g) The
      Company will not be required to include any item of income in, or exclude any
      item of deduction from, Taxable income for any Taxable period (or portion
      thereof) ending after the Closing Date as a result of any (i) change in method
      of accounting for a taxable period ending on or prior to the Closing Date (under
      IRC Section 481(c) or any corresponding or similar provision of state, local
      or
      foreign income Tax law); (ii) closing agreement with a Tax Authority; (iii)
      prior intercompany transactions, the income or gain on which was deferred and
      will become Taxable as a result of the purchase by Buyer of the Shares; (iv)
      installment sale made prior to the Closing Date; or (v) prepaid amount received
      on or prior to the Closing Date.





(h) The
      Company is not liable for any unpaid Taxes for any Taxable period beginning
      before the effective date of the Check-the-box Election.





(i) Neither
      Seller nor the Company has been a United States real property holding
      corporation within the meaning of IRC Section 897(c)(2) during the applicable
      period specified in IRC Section 897(c)(1)(A)(ii).





(j) Neither
      the Company nor Seller (with respect to the Company, its assets or the Business)
      has ever been required to make any material adjustment by the IRS pursuant
      to
      IRC




16
 Section
        482 or any similar adjustment by another Governmental Authority pursuant
        to any
        foreign Tax Law, and to the Knowledge of Seller, there is no valid basis
        on
        which the IRS or another Governmental Authority could make such an adjustment.





(k) Neither
      the Company nor Seller (with respect to the Company, its assets or the Business)
      is party to any Tax sharing agreement. Neither the Company nor Seller has any
      liability for Taxes of any other Person as a transferee or successor, by
      contract or otherwise.





3.10 EMPLOYEE
      BENEFITS





Since
      June 2003, the Company has had no employees other than the two management level
      employees set forth on Schedule 3.10. The one current employee of the Company,
      as of the Closing, will become an employee of Seller or one of its Affiliates
      and Seller will be responsible for all severance or other benefits, if any,
      which may be or become payable to such employee as a result of the termination
      of his employment with the Company. The Company does not now, nor has it ever,
      maintained any employee benefit plans subject to the provisions of ERISA, nor
      does the Company have, nor will it have, any obligation to make any contribution
      to an employee benefit plan maintained by another which is subject to ERISA
      with
      respect to periods prior to the Closing. The Company has provided for and timely
      paid any and all required employee benefits. The Company has at all times
      complied with all applicable Legal Requirements relating to employment and
      labor
      matters.




As
      of
      Closing the Company has no employees and no former employees to whom there
      is
      any residual debt, duty or obligation of any kind whatsoever. At Closing Seller
      will have delivered to Buyer releases in favor of the Company from all former
      employees in a form acceptable to Buyer.




3.11 LEGAL
      PROCEEDINGS; ORDERS





Except
      as
      set forth in Schedule 3.11, there is no pending Proceeding:





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





(b) that
      challenges, or that may have the effect of preventing, delaying, making illegal,
      or otherwise interfering with, the consummation of the Contemplated
      Transactions.





To
      the
      Knowledge of Seller, (1) no such Proceeding has been threatened, and (2) no
      event has occurred or circumstance exists that may give rise to or serve as
      a
      basis for the commencement of any such Proceeding.





3.12 CONTRACTS;
      NO DEFAULTS





17


Schedule
      3.12 contains a complete and accurate list, and Seller has made available or
      delivered to Buyer true and complete copies of, all Material Contracts relating
      to the Company, or its business, properties or assets including each licensing
      agreement or other Contract with respect to patents, trademarks, copyrights,
      or
      other intellectual property, including, without limitation, agreements with
      current or former employees, consultants, or contractors regarding the
      appropriation or the non-disclosure of any of the Business Intellectual
      Property.





For
      purposes of this Section 3.12, the term “Material Contract” will include,
      without limitation, (i) any employment or consulting agreement, (ii) any
      Contract restraining the Company from engaging or competing in any manner in
      any
      business, (iii) any Contract that may require expenditures by or generate
      receipts to the Company in excess of $10,000, (iv) any Contract relating to
      indebtedness, any guaranty, direct or indirect, of any obligation of another
      Person, (v) any settlement or conciliation with respect to any claim asserted
      by
      any Person, or (vi) any Contract between the Company and Seller or any
      Affiliates of Seller. The Company is not in breach of any Contract listed in
      Schedule 3.12. To the Knowledge of Seller, no other party to any Contract listed
      in Schedule 3.12 is in breach of or default under or in violation of any such
      Contract. Each Contract listed in Schedule 3.12 is in full force and effect
      and
      constitutes the valid and binding obligation of the parties thereto, enforceable
      against each of such parties in accordance with its terms. No event has occurred
      that (with or without notice or lapse of time) may result in a breach or default
      under or violation of any Contract listed in Schedule 3.12 or give any party
      to
      any such Contract the right to exercise a remedy, or accelerate the maturity
      or
      performance of, or terminate or modify, any such Contract.




Except
      as
      set forth in Schedule 3.12, (i) no consent of any Person is needed in order
      for
      a Material Contract to continue in full force and effect in accordance with
      its
      terms without penalty, acceleration, or rights of early termination by reason
      of
      the consummation of the transactions contemplated by this Agreement and the
      Related Agreements, and (ii) the Company has not received notice that it is
      in
      violation of, breach of, or default under any, or is in violation of, breach
      of,
      or default under any, Material Contract, nor to Knowledge of Seller is any
      other
      party to any such Material Contract in violation of, material breach of, or
      default under any such Material Contract.





With
      respect to any Material Contract, there are no pending claims (other than
      Accounts Receivable) by or against the Company, or, to the Knowledge of Seller,
      threatened claims by or against the Company arising out of or relating to any
      such Material Contract.





3.13 INSURANCE





Schedule
      3.13 sets forth a true and complete list of all policies of insurance to which
      the Company is a party or under which the Company, or any properties, assets,
      director or officer of the Company, is or has been covered at any time within
      the three years preceding the date of this Agreement. All premiums with respect
      thereto are currently paid and, to the Knowledge of the Seller, the Company
      is
      in compliance in all material respects with the terms and conditions thereof.
      The Company has given timely notice to the appropriate insurance carrier with
      respect to any potential claims which may be covered by such insurance policies.
      Except as set forth in Schedule 3.13, (i) no dispute with any insurance carrier
      exists with respect to the scope of any insurance coverage, (ii) the Company
      has
      not received any refusal of coverage or any notice that a defense will be
      afforded with




18


reservation
      of rights, (iii) the Company has not received any notice of cancellation,
      termination or reduction in coverage or any other indication that any insurance
      policy is no longer in full force or effect or will not be renewed, and (iv)
      none of the insurance policies listed in Schedule 3.13 will terminate or lapse
      (or be affected in any other adverse manner) by reason of the consummation
      of
      the Contemplated Transactions.




3.14 ENVIRONMENTAL
      MATTERS





Except
      as
      set forth in Schedule 3.14, the Company is, and at all times has been, in full
      compliance with, and has not been and is not in violation of or liable under,
      any Environmental Law. Seller has no basis to expect any actual or threatened
      Proceeding, Order, notice, or other communication from (i) any Governmental
      Authority or private citizen acting in the public interest, or (ii) the current
      or prior owner or operator of any Facilities, of any actual or potential
      violation or failure to comply with any Environmental Law, or of any actual
      or
      threatened obligation to undertake or bear the cost of any Environmental
      liabilities with respect to any of the Facilities or any other properties or
      assets (whether real, personal, or mixed) in which Seller or the Company has
      had
      an interest, or with respect to any property or Facility at or to which
      Hazardous Materials were generated, manufactured, refined, transferred,
      imported, used, or processed by Seller, the Company, or any other Person for
      whose conduct they are or may be held responsible, or from which Hazardous
      Materials have been transported, treated, stored, handled, transferred,
      disposed, recycled, or received.





3.15 INTELLECTUAL
      PROPERTY





Schedule
      3.15 lists each patent, utility model, industrial design, registered trademark,
      design mark, service mark and trade name, registered copyright and domain name,
      and each published application for any of the foregoing, domestic and foreign,
      that is necessary for the operation of the Business as presently conducted
      (collectively, the “Business Intellectual Property”). Except as set forth in
      Schedule 3.15: (a) the Company has, directly or indirectly, the entire right,
      title and interest in and to the Business Intellectual Property, free and clear
      of all Encumbrances; (b) there is no claim or notice of infringement of the
      intellectual property rights of any other Person pending or, to the Knowledge
      of
      Seller threatened against the Company; (c) the Business Intellectual Property
      of
      the Company is valid, subsisting, in full force and effect and has not been
      compromised, abandoned or passed into the public domain in any respect, and
      all
      necessary registration, maintenance and renewal documentation and fees in
      connection with the Business Intellectual Property have been timely filed with
      appropriate authorities and paid; (d) to the Knowledge of Seller, no Person
      is
      infringing on or misappropriating any Business Intellectual Property; (e) to
      the
      Knowledge of Seller, the operation of the Business does not infringe or
      misappropriate the intellectual property rights of any other Person; (f) no
      present or former employee of the Company or Seller has any proprietary,
      financial or other interest, direct or indirect, in any Business Intellectual
      Property; and (g) the Company has taken commercially reasonable precautions
      to
      protect inventions, trade secrets and know how constituting Business
      Intellectual Property, including the execution of appropriate agreements. U.S.
      Patent No. 6,296,410 (Ruizendaal) (“U.S. Patent”) listed in Schedule 3.15 is
      acknowledged to be an essential asset of the Company in “as issued” form. There
      has been no material impairment or determination of invalidity of the U.S.
      Patent.




19


3.16 BROKERS
      OR FINDERS





Except
      for the investment banking fees of Sawaya Segalas & Co., LLC set forth on
      Schedule 3.16, Seller, the Company and their officers and agents have incurred
      no obligation or liability, contingent or otherwise, for brokerage or finders
      fees or agents commissions or other similar payment in connection with this
      Agreement and will indemnify, defend and hold Buyer harmless from any such
      payment alleged to be due by or though Seller or the Company as a result of
      any
      action of Seller, the Company or any of their officers or agents in connection
      with this Agreement.





3.17 OFFICERS
      AND DIRECTORS; BANK ACCOUNTS





Schedule
      3.17 lists (i) all officers and directors of the Company, (ii) all Persons
      holding a power of attorney, or appointment of general agency, executed by
      or on
      behalf of the Company (and a brief summary of any such power or appointment),
      and (iii) all banks in which the Company has an account or safe deposit or
      lock
      box, the account or box number, and the name of every person authorized to
      draw
      thereon or having access thereto.




3.18 PRODUCT
      WARRANTY; ADVERTISING





All
      Products sold or delivered by the Company since June 2003 have been in
      conformity in all material respects with all applicable contractual commitments
      and all express and implied warranties, and the Company has no liability (and,
      to Seller’s Knowledge, there is no reasonable basis for any present or future
      action, suit, proceeding, charge, complaint, claim or demand against it giving
      rise to any such liability) for replacement or other damages in connection
      therewith, except for any such liability that has not had or would not
      reasonably be expected to have, individually or in the aggregate, a Material
      Adverse Effect. Except as set forth in Schedule 3.18, no product or Product
      sold
      or delivered by the Company is subject to any guaranty, warranty or other
      indemnity beyond the applicable standard terms and conditions of sale of the
      Company which are attached hereto in Schedule 3.18.





3.19 PRODUCT
      LIABILITY





Except
      as
      set forth in Schedule 3.19, neither Seller nor the Company has been notified
      in
      writing of any claims (and neither Seller nor the Company has any Knowledge
      of
      any threatened claims) arising out of any injury to individuals or property
      as a
      result of the ownership, possession or use of any products or Products sold
      or
      delivered by the Company.





There
      has
      been no, and to Seller’s Knowledge, there exists no reasonably likely basis for
      (i) withdrawal or suspension of any approval or consent of any Governmental
      Authority with respect to any Product distributed or sold by the Company, or
      (ii) recall, withdrawal, seizure or suspension by order of any Governmental
      Authority of any Product. There are no defects in the designs, specifications,
      or processes developed and/or owned by the Company with respect to any Product
      sold or otherwise distributed by the Company that will give rise to any
      liabilities, damages, fines, assessments, losses, penalties, or expenses, and
      to
      the Company’s Knowledge, there are no such defects in the designs,
      specifications, or processes developed and/or owned by others and used by the
      Company with respect to any such Product sold or otherwise
      distributed.





20


3.20 TRADE
      AND
      MARKETING PROGRAMS





Schedule
      3.20 lists all existing programs, practices or arrangements that relate to
      trade
      discounts, trade promotions, marketing, promotional sales or coupons related
      to
      any products or Products sold by the Company.





3.21 PRODUCT
      FORMULA, PROCESSING DETAILS AND KNOW-HOW





The
      Company has, and will have following the Closing, possession of, and the full
      right to use and exploit, all product formulae, processing details, know-how
      and
      Business Intellectual Property applicable to its products, including those
      products that have been, or are currently being, developed by any third party
      manufacturers.





3.22 REAL
      PROPERTY




Except
      as
      disclosed in Schedule 3.22, the Company does not now, nor has it ever, owned
      or
      leased any real property. As of Closing, the Company has no leasehold or
      leasehold termination obligations of any kind whatsoever.




3.23 NO
      UNDISCLOSED LIABILITIES




Except
      as
      set forth in Schedule 3.23 or reflected in the Annual Financial Statements
      or
      the Interim Financial Statements, the Company has no liabilities or obligations
      of any nature (whether absolute, accrued, contingent, matured or otherwise,
      and
      whether due or to become due) except liabilities or obligations arising in
      the
      Ordinary Course of Business since the respective dates thereof.




3.24 COMPLIANCE
      WITH LAWS




Except
      as
      set forth in Schedule 3.24:




(i) the
      Company has conducted its business in compliance in all respects with all
      applicable Legal Requirements;




(ii) the
      Company has all licenses, certificates of occupancy, permits and other
      authorizations of all Governmental Authorities (“Permits”) required for the
      operation of the Business, and all such Permits are valid and in full force
      and
      effect;




(iii) no
      event
      has occurred, and to Seller’s Knowledge, no event is expected that (with or
      without notice or lapse of time) (A) may constitute or result in a violation
      by
      the Company of, or a failure by the Company to comply with, any Legal
      Requirement or the terms and conditions of any Permit; or (B) may give rise
      to
      any obligation on the part of the Company to undertake, or to bear all or any
      portion of the cost of, any remedial action of any nature; and




(iv) the
      Company has not received, and to Seller’s Knowledge, the Company does not expect
      to receive any oral or written notice or other communication from any
      Governmental Authority regarding any actual, alleged or potential (A) violation
      of or failure to comply with any Legal Requirement, or the terms and conditions
      of any Permit, by the




21
 Company,
        or
        (B) obligation on the part of the Company to undertake, or to bear all or
        any
        portion of the cost of, any remedial action of any nature.




3.25 CONSENTS




Except
      as
      set forth in Schedule 3.25, no Consent of, and no notice to or filing or
      registration with, any Governmental Authority, domestic or foreign, is required
      in connection with the execution, delivery and performance of this Agreement,
      the Related Agreements and the transactions contemplated herein and therein
      by
      Seller or the Company. Except as set forth in Schedule 3.25, no Consent of,
      or
      notice to, any other Person, including without limitation, parties to loans,
      Contracts or other agreements, is required in connection with the execution,
      delivery and performance of this Agreement, the Related Agreements and the
      transactions contemplated herein and therein by Seller or the
      Company.




3.26 FDA




All
      inventories of finished goods in existence on the Closing Date will have been
      manufactured in accordance with good manufacturing practices, as defined by
      the
      FDA Act. None of such finished goods inventories will be adulterated or
      misbranded within the meaning of the FDA Act.




3.27 AFFILIATE
      TRANSACTIONS




Schedule
      3.27 contains a complete and correct list of all Contracts or commitments,
      and
      of all transfers of assets, assumptions of liabilities or other transactions,
      whether or not entered into in the Ordinary Course of Business, to or by which
      the Company, on the one hand, and Seller or any shareholder, director, officer
      or employee of the Company or Seller, or any family member, relative or
      Affiliate of any such shareholder, director, officer or employee, on the other
      hand, is or has been a party or otherwise bound or affected, and that (i) are
      currently in effect or pending; or (ii) involve continuing liabilities or
      obligations. Except as set forth in Schedule 3.27, to the Knowledge of Seller,
      no shareholder, director, officer, or employee of the Company, or any family
      member, relative or Affiliate of any such shareholder, director, officer, or
      employee: (i) owns, directly or indirectly, and whether on an individual, joint
      or other basis, any interest in (A) any property or asset used in or held for
      use by the Company in connection with the Business; or (B) any Person that
      is a
      supplier, provider, customer or competitor of the Company; (ii) serves as a
      director, officer or employee of any Person that is a supplier, provider,
      customer or competitor of the Company; or (iii) has received any loans or is
      otherwise a debtor of, or made any loans to or is otherwise a creditor of,
      the
      Company.




3.28 PROVIDERS
      AND SUPPLIERS




Except
      as
      set forth in Schedule 3.28, no provider or supplier of the Company has cancelled
      or otherwise terminated, or made any written or oral threat to the Company
      to
      cancel or terminate, its relationship with the Company, or has at any time
      since
      December 31, 2005 decreased or threatened to decrease materially its services
      or
      supplies to the Company.




22


3.29 PAYMENTS




Neither
      the Company, nor any director, officer, managing director (or functional
      equivalents of the foregoing), equityholder, employee, Affiliate, agent or
      other
      Person associated with or acting on behalf of the Company, has used any funds
      of
      the Company for any unlawful contribution, gift, entertainment or expense
      relating to political activity, or made any direct or indirect unlawful payments
      to any foreign or domestic official or employee of any Governmental Authority
      from funds of the Company, or made any unlawful rebate or kickback or other
      unlawful payment.




3.30 CONTROLS
      AND PROCEDURES




The
      Company maintains accurate and complete books and records reflecting its assets
      and liabilities and maintains proper and adequate internal accounting controls
      sufficient to provide reasonable assurance that: (i) transactions are recorded
      only in accordance with management’s authorization, (ii) transactions are
      recorded as necessary to permit preparation of the financial statements of
      the
      Company in accordance with GAAP and to maintain accountability for the assets
      and liabilities of the Company, (iii) receipts and expenditures of the Company
      are executed only in accordance with management’s authorization, (iv)
      unauthorized acquisition, disposition or use of assets is prevented or timely
      detected, and (v) accounts, notes and other receivables are recorded accurately,
      and proper and adequate procedures are implemented to effect the collection
      thereof on a current and timely basis. There are no material weaknesses in
      the
      design or operation of such internal accounting controls that could adversely
      affect the Company’s ability to initiate, record, process and report financial
      data.




3.31 FULL
      DISCLOSURE




No
      representation or warranty by Seller in this Agreement or in any certificate
      furnished or to be furnished by the Company or Seller pursuant to this Agreement
      or the Related Agreements contains or will contain any untrue statement of
      a
      material fact, or omits or will omit to state a material fact required to be
      stated herein or therein or necessary to make the statements contained herein
      or
      therein, in light of the circumstances under which they are made, not
      misleading.




3.32 RELIANCE




The
      representations and warranties made by Seller in this Agreement, the Schedules
      and Annexes attached hereto and the Related Agreements are made by Seller with
      the knowledge and expectation that Buyer is placing complete reliance thereon
      in
      entering into, and performing its obligations under, the Agreement and the
      Related Agreements and the same shall not be affected in any respect whatsoever
      by any investigation conducted by or on behalf of Buyer, whether in
      contemplation of or pursuant to this Agreement, the Related Agreements or
      otherwise.




3.33 COMPANY
      TRANSACTION EXPENSES





Schedule
      3.33 sets forth a complete and accurate list of all Company Transaction Expenses
      incurred or accrued by the Company through and including the Closing
      Date.





23


3.34 EVENTS
      SUBSEQUENT TO MOST RECENT FISCAL YEAR END





Since
      December 31, 2005, nothing has occurred that, individually or in the aggregate,
      has, or is reasonably likely to have, a Material Averse Effect.





3.35 CONDUCT
      OF BUSINESS





Except
      for the transfer and sale of certain Inventory by Seller to the Company in
      connection with the Closing of this transaction, since December 31, 2005, the
      Company has conducted the Business only in the Ordinary Course of
      Business.





3.36 DIVESTITURE
      AGREEMENTS





Other
      than the Share Sale Agreement, the Company is not a party to any Divestiture
      Agreement that remains in full force and effect in any respect on or after
      the
      Closing Date.




3.37 ACCOUNTS
      AND NOTES PAYABLE





Except
      as
      set forth on Schedule 3.37, the Company shall have no accounts payable on its
      books and records. Notwithstanding the generality of the foregoing, Schedule
      3.37 sets forth a true and correct aged list of all accounts and notes payable
      of the Company as of the date immediately preceding the Closing Date. All
      accounts and notes payable have arisen in the Ordinary Course of Business and
      represent valid indebtedness of the Company, for the exclusive benefit of the
      Company. Except as set forth on Schedule 3.37, all items which are required
      by
      GAAP to be reflected as accounts and notes payable on the Financial Statements
      and on the books and records of the Company are so reflected and have been
      recorded in accordance with GAAP. The Company does not have any accounts payable
      to any of its directors, officers, employees, shareholders or any other
      Affiliates of the Company.





3.38 NO
      LEASED
      OR OWNED CAR EXPENSE





As
      of
      Closing, the Company has no debt, contract or other obligation with respect
      to
      the lease, rental or ownership of any car, truck or other motor
      vehicle.





4. REPRESENTATIONS
      AND WARRANTIES OF BUYER





Buyer
      represents and warrants to Seller as follows:





4.1 ORGANIZATION
      AND GOOD STANDING





Buyer
      is
      a corporation duly organized, validly existing, and in good standing under
      the
      laws of the State of Delaware, with full corporate power and authority to
      conduct its business as it is now being conducted and to own or use the
      properties and assets that it purports to own or use.




24


4.2 A UTHORITY;
      NO CONFLICT





(a) This
      Agreement has been duly authorized, executed and delivered by Buyer and
      constitutes the legal, valid, and binding obligation of Buyer, enforceable
      against Buyer in accordance with its terms, subject to (i) bankruptcy,
      insolvency, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally; and (ii) general principles of equity. Buyer
      has
      the absolute and unrestricted right, power, and authority to execute and deliver
      this Agreement and the Related Agreements to which it is a party and to perform
      its obligations hereunder and thereunder.





(b) N either
      the execution and delivery of this Agreement by Buyer nor the consummation
      or
      performance of any of the Contemplated Transactions by Buyer will give any
      Person the right to prevent, delay, or otherwise interfere with any of the
      Contemplated Transactions pursuant to:





(i) any
      provision of Buyer's Organizational Documents;





(ii) any
      resolution adopted by the board of directors or the shareholders of
      Buyer;





(iii) any
      Legal
      Requirement or Order to which Buyer may be subject; or





(iv) any
      Contract to which Buyer is a party or by which Buyer may be bound.





Except
      for the consent of the board of directors of Buyer, which consent has been
      granted, Buyer is not and will not be required to obtain any Consent from any
      Person in connection with the execution and delivery of this Agreement or the
      consummation or performance of any of the Contemplated
      Transactions.





4.3 CERTAIN
      PROCEEDINGS





There
      is
      no pending Proceeding that has been commenced against Buyer and that challenges,
      or may have the effect of preventing, delaying, making illegal, or otherwise
      interfering with, any of the Contemplated Transactions. To Buyer's Knowledge,
      no
      such Proceeding has been threatened.





4.4 BROKERS
      OR FINDERS





Buyer
      and
      its officers and agents have incurred no obligation or liability, contingent
      or
      otherwise, for brokerage or finders' fees or agents' commissions or other
      similar payment in connection with this Agreement and will indemnify and hold
      Seller harmless from any such payment alleged to be due by or through Buyer
      as a
      result of the action of Buyer or its officers or agents.





4.5 ACCREDITED
      INVESTOR





Buyer
      is
      an “Accredited Investor” within the meaning of Rule 501 of Regulation D
      promulgated under the Securities Act.





25


4.6 EXPERIENCE;
      PURCHASE FOR OWN ACCOUNT





Buyer
      has
      sufficient knowledge and experience in investing in companies similar to the
      Company so as to be able to evaluate the risks and merits of its investment
      in
      the Company, and it is able financially to bear the risks thereof. The Shares
      are being acquired for Buyer's own account for the purpose of investment and
      not
      with a view to or for sale in connection with any distribution
      thereof.





4.7 ACCESS
      TO
      INFORMATION





Buyer
      has
      had an opportunity to discuss the Company's business, management and financial
      affairs with the Company's management and the conditions of the sale of the
      Shares.





4.8 NO
      PUBLIC
      MARKET; RESTRICTED SHARES





Buyer
      understands that (i) the Shares have not been registered under the
      Securities Act, and (ii) the Shares must be held indefinitely unless a
      subsequent disposition thereof is registered under the Securities Act or is
      exempt from such registration requirement.





5. COVENANTS
      OF SELLER





5.1 ACCESS
      AND INVESTIGATION





Prior
      to
      the Closing Date, Seller shall have caused the Company to (a) afford Buyer
      and
      its representatives and prospective lenders and their representatives
      (collectively, “Buyer's Advisors”) full access to the Company's personnel,
      contracts, books and records, and other documents and data, (b) furnish Buyer
      and Buyer's Advisors with copies of all such contracts, books and records,
      and
      other existing documents and data as Buyer may reasonably request, and (c)
      furnish Buyer and Buyer's Advisors with such additional financial, operating,
      and other data and information as Buyer may reasonably request.





5.2 OPERATION
      OF THE BUSINESS OF THE COMPANY





(a) Prior
      to
      the Closing Date, Seller shall have caused the Company to conduct the business
      of the Company only in the Ordinary Course of Business consistent with past
      practice, use its best efforts to preserve intact the current business
      organization of the Company and maintain the relations and goodwill with
      suppliers, customers, creditors, agents, and others having business
      relationships with the Company; provided, however, notwithstanding any other
      provisions in this Agreement, prior to Closing the following shall
      occur:





(i)
            The
                Company shall assign any and all rights it has in and to the tradename,
                fictitious name or d/b/a “Lil' Drug Store International,” or any similar
                name, to Seller;





(ii)
            The
                Company may distribute or dividend to Seller the Company's cash and
                accounts receivable due from Seller and Aurium Pharma Inc.; provided
                that




26


the Company shall retain in its bank accounts sufficient cash to
              satisfy all checks outstanding as of the Closing; and  (iii)
            The
                Company shall have assigned certain intangible properties of the
                Company
                unrelated to the Products to Seller or an affiliate of
                Seller.




5.3
            NON-COMPETITION;
                NON-SOLICITATION; NON-DISPARAGEMENT





For
      purposes of this Section 5.3, all references to Buyer shall be deemed to include
      all of the Affiliates, successors and assigns of Buyer,
      and all references to Seller and the Shareholders shall be deemed to include
      all
      of their Affiliates, successors, assigns, heirs, and personal and legal
      representatives of Seller or the Shareholders, as applicable.





(a) Seller
      and the Shareholders acknowledge that the agreements and covenants contained
      in
      this Section 5.3 are essential to protect the value of the Business being
      acquired by Buyer or any of its Affiliates. Therefore, Seller and the
      Shareholders agree that during the period commencing on the Closing Date and
      ending on the fifth (5 th )
      anniversary of the Closing Date (such period is hereinafter referred to as
      the
“Restricted Period”), neither Seller nor the Shareholders shall, anywhere in the
      United States of America or any of the countries in which Seller has engaged
      in
      the Business on or prior to the Closing Date or Buyer has engaged in business
      on
      or prior to the Closing Date, participate or engage, for themselves, through
      or
      on behalf of or in conjunction with any Person, whether as an agent, consultant,
      shareholder, director, officer, employee, member, manager, partner, joint
      venturer, creditor, investor or in any other capacity, in the Non-Compete
      Activities (as defined below); provided , however ,
      that
      the foregoing shall not prohibit (i) the ownership by Seller or the Shareholders
      of equity securities of a public company in an amount not to exceed 2% of the
      issued and outstanding shares of such company; and (ii) the commercialization
      by
      Seller and/or the Shareholders of products directly related to hemorrhoid care
      or other cryogenic devices to treat hemorrhoids. For purposes of this Agreement,
      the “Non-Compete Activities” means the Business directly related to wart care or
      other cryogenic devices to treat benign skin lesions, i.e., warts and skin
      tags.





(b) During
      such Restricted Period, each of Seller and the Shareholders agrees that it
      will
      not at any time or for any reason (i) solicit or divert any business or clients
      or customers away from Buyer or any of its Affiliates; (ii) induce any
      customers, clients, suppliers, agents or other Persons under contract or
      otherwise associated or doing business with Buyer or any of its Affiliates,
      to
      reduce or alter any such association or business with Buyer or any of its
      Affiliates; (iii) hire any Person employed by Buyer or any of its Affiliates
      or
      any Person who has left the employ of Buyer or any of its Affiliates during
      the
      preceding five (5) years; and (iv) solicit any person in the employment of
      Buyer
      or any of its Affiliates to (A) terminate such employment, and/or (B) accept
      employment, or enter into any consulting arrangement, with any Person other
      than
      Buyer or any of its Affiliates.





(c) (i)
      Seller and the Shareholders agree not to make or cause to be made, directly
      or
      indirectly, any disparaging or derogatory statements concerning Buyer or any
      of
      its Affiliates or their respective businesses, services, reputations, or
      prospects, or its past or present officers, directors, employees, attorneys,
      and
      agents. Seller and the Shareholders further agree not to intentionally do or
      say
      anything to damage any of the business, supplier, or customer relationships
      of
      Buyer or any of




27
 its
        Affiliates nor in any way, directly or indirectly, assist any Person in inducing
        or otherwise counseling, advising, encouraging, or soliciting any Person
        to
        terminate or in any way diminish its relationship with Buyer or any of its
        Affiliates.





(ii)  Buyer
      agrees not to make or cause to be made, directly or indirectly, any disparaging
      or derogatory statements concerning Seller or any of its Affiliates, or their
      respective businesses, services, reputations, or prospects, or Seller’s past or
      present officers, directors, employees, attorneys, and agents. Buyer further
      agrees not to intentionally do or say anything to damage any of the business,
      supplier, or customer relationships of Seller or any of its Affiliates nor
      in
      any way, directly or indirectly, assist any Person in inducing or otherwise
      counseling, advising, encouraging, or soliciting any Person to terminate or
      in
      any way diminish its relationship with Seller or any of its Affiliates.





(d)Seller,
      the
      Shareholders and their Affiliates shall not at any time, directly or indirectly,
      use or purport to authorize any Person to use any name, mark, copyright, logo,
      trade dress or other identifying words or images which are the same as or
      similar to those used currently or in the past by Buyer, Seller, the
      Shareholders or their Affiliates in connection with any product or service
      in
      connection with the Business. In addition, Seller, the Shareholders and their
      Affiliates shall not at any time, directly or indirectly, challenge, or
      cooperate with any third-party challenging or desiring to challenge, any of
      the
      Business Intellectual Property; nor shall Seller, the Shareholders and their
      Affiliates threaten to take any of such actions. Seller and the Shareholders
      acknowledge that compliance with the restrictions set forth in this Section
      5.3
      will not prevent any of them from earning a livelihood.





5.4 GENERAL
      CONFIDENTIALITY





For
      purposes of this Section 5.4, all references to Seller and the Shareholders
      shall be deemed to include all of their Affiliates, successors, assigns, heirs
      and personal and legal representatives of Seller or the Shareholders, as
      applicable. Seller and the Shareholders acknowledge that the intangible property
      and all other confidential or proprietary information with respect to the
      business and operations of the Business are, after the Closing Date, valuable,
      special and unique assets of Buyer. Seller and the Shareholders shall not,
      at
      any time after the Closing Date, disclose,
      directly or indirectly, to any Person, or use or purport to authorize any Person
      to use any confidential or proprietary information with respect to the Business,
      whether or not for their own benefit, without the prior written consent of
      Buyer
      unless required by law, including, without limitation, (i) trade secrets,
      designs, formulae, drawings, intangible property, diagrams, techniques, research
      and development, specifications, data, know-how, formats, marketing plans,
      business plans, budgets, strategies, forecasts and client data; (ii) information
      relating to products, (iii) the names of customers and contacts, the marketing
      strategies, the names of its vendors and suppliers, the cost of materials and
      labor, the prices obtained for services sold (including the methods used in
      price determination, manufacturing and sales costs), lists or other written
      records used in the Business, compensation paid to employees and consultants
      and
      other terms of employment, production operation techniques or any other
      confidential information of, about or pertaining to the Business, and any other
      information and material relating to any customer, vendor, licensor, licensee,
      or other party in connection with the Business, (iv) all tangible material
      that
      embodies any confidential and proprietary information as well as all records,
      files, memoranda, reports, price lists, drawings, plans, sketches and other
      written and graphic records, documents, equipment, and the like, and (v) any




28


other
      confidential information or trade secrets which Seller or the Shareholders
      may
      acquire or develop in connection with or as a result of the performance of
      the
      terms and conditions of this Agreement, excepting only such information as
      is
      already known to the public or which may become known to the public without
      any
      fault of Seller or the Shareholder in violation of any confidentiality
      restrictions. Seller and the Shareholders acknowledge that Buyer would not
      enter
      into this Agreement without the assurance that all such confidential and
      proprietary information will be used for the exclusive benefit of
      Buyer.





5.5 CONTINUING
      OBLIGATIONS; EQUITABLE REMEDIES





The
      restrictions set forth in Sections 5.3 and 5.4 are considered by the parties
      to
      be reasonable for the purposes of protecting the value of the Business and
      goodwill of Buyer. Buyer, Seller, and the Shareholders acknowledge that Buyer
      would be irreparably harmed and that monetary damages would not provide an
      adequate remedy to Buyer in the event the covenants contained in Sections 5.3
      and 5.4 were not complied with in accordance with their terms. Accordingly,
      Seller and the Shareholders agree that any breach or threatened breach by any
      of
      them of any provision of Sections 5.3 or 5.4 shall entitle Buyer to injunctive
      and other equitable relief to secure the enforcement of these provisions, in
      addition to any other remedies (including damages) which may be available to
      Buyer. If Seller, the Shareholders or any of their Affiliates breaches the
      covenant set forth in Section 5.3, the running of the non-compete period
      described therein shall be tolled for so long as such breach continues. It
      is
      the desire and intent of the parties that the provisions of Sections 5.3, and
      5.4 be enforced to the fullest extent permissible under the Legal Requirements
      and public policies of each jurisdiction in which enforcement is sought. If
      any
      provisions of Section 5.3 relating to the time period, scope of activities
      or
      geographic area of restrictions is declared by a court of competent jurisdiction
      to exceed the maximum permissible time period, scope of activities or geographic
      area, as the case may be, the time period, scope of activities or geographic
      area shall be reduced to the maximum which such court deems enforceable. If
      any
      provisions of Section 5.3 or 5.4 other than those described in the preceding
      sentence are adjudicated to be invalid or unenforceable,
      the invalid or unenforceable provisions shall be deemed amended (with respect
      only to the jurisdiction in which such adjudication is made) in such manner
      as
      to render them enforceable and to effectuate as nearly as possible the original
      intentions and agreement of the parties. In addition, if any party brings an
      action to enforce Sections 5.3 or 5.4 hereof or to obtain damages for a breach
      thereof, the prevailing party in such action shall be entitled to recover from
      the non-prevailing party all attorney’s fees and expenses incurred by the
      prevailing party in such action.





6. CONDITIONS
      PRECEDENT TO BUYER'S OBLIGATION TO CLOSE





Buyer's
      obligation to purchase the Shares and to take the other actions required to
      be
      taken by Buyer at the Closing is subject to the satisfaction, at or prior to
      the
      Closing, of each of the following conditions (any of which may be waived by
      Buyer, in whole or in part, in its sole discretion):





6.1 ACCURACY
      OF REPRESENTATIONS





The
      representations and warranties of Seller contained in this Agreement and any
      of
      the Related Agreements to which it is a party shall be true and correct in
      all
      material respects (except for such representations and warranties as are
      qualified by materiality or Material Adverse Effect, which representations
      and
      warranties shall be true and correct in all respects), on the Closing Date
      (other




29


than
      such
      representations and warranties that are expressly made as of an earlier date
      which need only be true and correct in all material respects or true and
      correct, as the case may be, as of such earlier date).




6.2 SELLER'S
      PERFORMANCE





(a) All
      of
      the covenants and obligations that Seller or the Company is required to perform
      or to comply with pursuant to this Agreement at or prior to the Closing must
      have been duly performed and complied with in all material
      respects.





(b) Each
      document required to be delivered pursuant to Section 2.4(a) must have been
      delivered to Buyer.





6.3 NO
      PROCEEDINGS





There
      must not have been commenced or threatened against Buyer, or against any Person
      affiliated with Buyer, any Proceeding (a) involving any challenge to, or seeking
      damages or other relief in connection with, any of the Contemplated
      Transactions, or (b) that may have the effect of preventing, delaying, making
      illegal, or otherwise interfering with any of the Contemplated
      Transactions.





6.4 NO
      CLAIM
      REGARDING STOCK OWNERSHIP OR SALE PROCEEDS





There
      must not have been made or threatened by any Person any claim asserting that
      such Person (a) is the holder or the beneficial owner of, or has the right
      to
      acquire or to obtain beneficial ownership of, any stock of, or any other voting,
      equity, or ownership interest in, the Company, or (b) is entitled to all or
      any
      portion of the Purchase Price payable for the Shares in accordance with Section
      2.2 hereof.





6.5 NO
      PROHIBITION





Neither
      the consummation nor the performance of any of the Contemplated Transactions
      will, directly or indirectly (with or without notice or lapse of time),
      contravene, or conflict with, or result in a material violation of, or cause
      Buyer or any Person affiliated with Buyer to suffer any material adverse
      consequence under, (a) any applicable Legal Requirement or Order, or (b) any
      Legal Requirement or Order that has been published, introduced, or otherwise
      formally proposed by or before any governmental body.





6.6 PERMITS




The
      Company shall have received or been granted, or otherwise have in effect as
      of
      the Closing, all Permits and other Consents, approvals and authorizations of
      any
      Governmental Authority listed on Schedule 6.6 hereto or otherwise required
      for
      the operation of the Business in all material respects.




6.7 CONSENTS




All
      of
      the Consents, approvals and waivers listed in Schedule 6.7 hereto shall have
      been obtained.




30


6.8 CLOSING
      PAPERS




Seller
      and the Company shall have executed and delivered to Buyer all of the other
      closing documents, instruments and certificates reasonably requested by Buyer
      and its counsel, pursuant to any term or provision of this
      Agreement.




6.9 NO
      MATERIAL ADVERSE CHANGE




No
      event,
      occurrence, fact, condition, change, development or effect shall exist or shall
      have occurred that, individually or in the aggregate, has had, or would
      reasonably be expected to have, a Material Adverse Effect, and Buyer shall
      have
      received a certificate signed by the Chief Executive Officer of Seller to that
      effect.




6.10 EVIDENCE
      OF TRANSFER OF SHARES




Seller
      shall have delivered to Buyer evidence reasonably satisfactory to Buyer and
      its
      counsel that all actions necessary under the Organizational Documents of the
      Company and the laws of the Netherlands to transfer the record and beneficial
      ownership of all of the Shares of capital stock of the Company to Buyer have
      been taken including, without limitation, the execution and delivery of the
      Deed
      of Transfer.




6.11
            OFFICER’S CERTIFICATE WITH RESPECT TO THE SELLER AND THE COMPANY




Buyer
      shall have received certificates in a form reasonably acceptable to Buyer,
      dated
      the Closing Date, executed by an executive officer of each of Seller and the
      Company, as applicable, certifying as of the Closing Date (i) a true and
      complete copy of the certificate of incorporation and bylaws of Seller and
      the
      Company on the Closing Date; (ii) the resolutions adopted by the Board of
      Directors with respect to the approval of this Agreement and the Related
      Agreements to which it is a party and the transactions contemplated hereby
      and
      thereby; and (iii) that the original minute books of the Company as delivered
      to
      Buyer or its agent on the Closing Date contains (a) all material written minutes
      or consents of material meetings and actions of the equityholders or Board
      of
      Directors of the Company in the possession of Seller or the Company, and (b)
      the
      other organizational documents of the Company .




6.12 SELLER
      CLOSING CERTIFICATE




Buyer
      shall have received a certificate, dated the Closing Date, executed by Seller,
      certifying that, as of the Closing Date, the conditions set forth in Sections
      6.1 and 6.2 have been satisfied .




6.13 GOOD
      STANDING CERTIFICATES




Buyer
      shall have received from Seller a certificate issued by the appropriate
      Governmental Authority of the jurisdiction of incorporation of each of Seller
      and the Company, certifying as of a date within thirty (30) days of the Closing
      Date, the good standing of each of Seller and the Company ,
      and the
      Certificate of Incorporation of Seller and the articles of association of the
      Company.




31


6.14 RESIGNATIONS;
      RELEASES




Buyer
      shall have received (i) the resignations, effective contemporaneously with
      the
      Closing, of each director and officer of the Company in a
      form satisfactory to Buyer; and (ii) written releases from Seller, the
      Shareholders and all of the former employees of the Company in substantially
      the
      form attached hereto as Exhibit G.




6.15 PAYOFF
      LETTERS; LIEN RELEASES




Except
      as
      set forth in Schedule 6.15, Buyer shall have received payoff letters and/or
      lien
      releases, as applicable, in a form satisfactory to Buyer, with respect to the
      payoff amounts under the Company’s outstanding loan facilities or any other
      arrangement pursuant to which a lien has been filed against the
      Company. The
      payoff letters shall indicate that the Encumbrances relating to such debt or
      other arrangements shall be discharged contemporaneously with the
      Closing.




6.16 RELATED
      AGREEMENTS




Seller
      and the Company shall have executed and delivered each of the Related Agreements
      to which they are parties and such agreements and instruments shall be in full
      force and effect.




6.17 BOOKS
      AND
      RECORDS




Counsel
      to Buyer, or Buyer’s agent, shall have received the stock book, stock
      certificates, stock ledger, minute books, corporate seal and all other corporate
      books and records of the Company and any other books and records related to
      the
      Business in the possession of Seller.




6.18 UPC
      AND
      PACKAGING AUTHORIZATION





Seller
      shall deliver a letter authorizing the use by Buyer and its Affiliates of
      Seller’s existing UPC codes and packaging for the Product for a period of
      eighteen (18) months after the Closing Date.





7. CONDITIONS
      PRECEDENT TO SELLER'S OBLIGATION TO CLOSE





Seller's
      obligation to sell the Shares and to take the other actions required to be
      taken
      by Seller at the Closing is subject to the satisfaction, at or prior to the
      Closing, of each of the following conditions (any of which may be waived by
      Seller, in whole or in part, in its sole discretion):





7.1 ACCURACY
      OF REPRESENTATIONS





The
      representations and warranties of Buyer contained in this Agreement and any
      of
      the Related Agreements to which it is a party shall be true and correct in
      all
      material respects (except for such representations and warranties as are
      qualified by materiality, which representations and warranties shall be true
      and
      correct in all respects), on the Closing Date (other than such representations
      and warranties that are expressly made as of an earlier date which need only
      be
      true and correct in all material respects or true and correct, as the case
      may
      be, as of such earlier date).





32


7.2 BUYER'S
      PERFORMANCE





(a) All
      of
      the covenants and obligations that Buyer is required to perform or to comply
      with pursuant to this Agreement at or prior to the Closing must have been
      performed and complied with in all material respects.





(b) Each
      document required to be delivered by Buyer pursuant to Section 2.4(b) must
      have
      been delivered to Seller and Buyer and must have made the cash payment required
      to be made by Buyer pursuant to Section 2.4(b)(i).





7.3 NO
      INJUNCTION





There
      must not be in effect any Legal Requirement or any injunction or other Order
      that (a) prohibits the sale of the Shares by Seller to Buyer, and (b) has been
      adopted or issued, or has otherwise become effective, since the date of this
      Agreement.





7.4 CLOSING
      PAPERS




Buyer
      shall have executed and delivered to Seller all of the other closing documents,
      instruments and certificates reasonably requested by Seller and its counsel,
      pursuant to any term or provision of this Agreement.




7.5 RESOLUTIONS




Buyer
      shall have delivered to Seller a copy, certified by the Secretary or Assistant
      Secretary of Buyer, of resolutions adopted by the Board of Directors of Buyer
      approving the Agreement, the Related Agreements to which it is a party and
      the
      Contemplated Transactions.




7.6 BUYER
      CLOSING CERTIFICATE





Seller
      shall have received a certificate, dated the Closing Date, executed by Buyer,
      certifying that, as of the Closing Date, the conditions set forth in Sections
      7.1 and 7.2 have been satisfied.





7.7 GOOD
      STANDING CERTIFICATE





Seller
      shall have received from Buyer a certificate issued by the Secretary of State
      of
      Delaware certifying as of a date within thirty (30) days of the Closing Date,
      the good standing of Buyer.





8. TERMINATION





8.1 TERMINATION
      EVENTS





This
      Agreement may, by notice given prior to or at the Closing, be
      terminated:





(a) by
      either
      Buyer or Seller if a material breach of any provision of this Agreement has
      been
      committed by the other party and such breach has not been waived; provided
      that
      the non-




33


breaching
      party has provided the breaching party with a thirty (30) day period in which
      to
      cure such breach and such breach has not been cured.





(b) (i)
      by
      Buyer if any of the conditions in Section 6 has not been satisfied as of the
      Closing Date or if satisfaction of such a condition is or becomes impossible
      (other than through the failure of Buyer to comply with its obligations under
      this Agreement) and Buyer has not waived such condition on or before the Closing
      Date; or (ii) by Seller, if any of the conditions in Section 7 has not been
      satisfied as of the Closing Date or if satisfaction of such a condition is
      or
      becomes impossible (other than through the failure of Seller or the Company
      to
      comply with its obligations under this Agreement) and Seller has not waived
      such
      condition on or before the Closing Date;





(c) by
      mutual
      written consent of Buyer and Seller; or





(d) by
      either
      Buyer or Seller if the Closing has not occurred (other than through the failure
      of any party seeking to terminate this Agreement to comply fully with its
      obligations under this Agreement) on or before September 22, 2006, or such
      later
      date as the parties may agree upon.





8.2 EFFECT
      OF
      TERMINATION





Each
      party's right of termination under Section 8.1 is in addition to any other
      rights it may have under this Agreement or otherwise, and the exercise of a
      right of termination will not be an election of remedies. If this Agreement
      is
      terminated pursuant to Section 8.1, all further obligations of the parties
      under
      this Agreement will terminate, except that Sections 8.2, 12.1, 12.4 and 12.7
      will survive; provided, however, that if this Agreement is terminated by a
      party
      because of the breach of this Agreement by the other party or because one or
      more of the conditions to the terminating party's obligations under this
      Agreement are not satisfied as a result of the other party's failure to comply
      with its obligation under this Agreement, the terminating party's right to
      pursue all legal remedies will survive such termination unimpaired.





9. INDEMNIFICATION;
      REMEDIES





9.1 RIGHT
      TO
      INDEMNIFICATION NOT AFFECTED BY KNOWLEDGE





The
      right
      to indemnification, payment of Damages or other remedy based on such
      representations, warranties, covenants, and obligations will not be affected
      by
      any investigation conducted with respect to, or any Knowledge acquired (or
      capable of being acquired) at any time by the Person claiming such right of
      indemnification, whether before or after the execution and delivery of this
      Agreement or the Closing Date, with respect to the accuracy or inaccuracy of
      or
      compliance with, any such representation, warranty, covenant, or obligation.
      The
      waiver of any conditions to Closing will not affect the right to
      indemnification, payment of Damages, or other remedy based on such
      representations, warranties, covenants, and obligations.





9.2 INDEMNIFICATION
      AND PAYMENT OF DAMAGES BY SELLER





Seller
      will indemnify and hold harmless Buyer, the Company, and their respective
      Representatives, shareholders, controlling persons, and Affiliates
      (collectively, the “Indemnified Persons”) for, and will pay to the Indemnified
      Persons the amount of, any loss, liability, claim, damage (including




34


incidental
      and consequential damages), expense (including costs of investigation and
      defense and reasonable attorneys' fees) and/or diminution of value, whether
      or
      not involving a third-party claim (collectively, “Damages”), arising, directly
      or indirectly, from or in connection with:





(a) any
      breach of any representation or warranty made by Seller in this Agreement,
      the
      Disclosure Schedules, the supplements to the Disclosure Schedules, or any other
      certificate or document delivered by Seller pursuant to this
      Agreement;





(b) any
      breach by Seller or the Shareholders of any covenant or obligation of Seller
      or
      the Shareholders in this Agreement or in any of the Related
      Agreements;





(c) any
      product shipped or manufactured by, or any services provided by, the Company
      or
      Seller with respect to the Business prior to the Closing Date;





(d) any
      claim
      by any Person for brokerage or finder's fees or commissions or similar payments
      based upon any agreement or understanding alleged to have been made by any
      such
      Person with Seller, the Shareholders or the Company (or any Person acting on
      their behalf) in connection with any of the Contemplated
      Transactions;





(e) the
      matter set forth on Schedule 9.2(e) ;




(f) any
      revaluation of intangible assets contemplated in Section 3.5 of the Share Sale
      Agreement, subject to the Wartner Assignment; provided, however, nothing
      contained in the Wartner Assignment shall obviate in any way the Indemnified
      Persons’ rights and protections set forth in this Section 9.2(f);
      or





(g) the
      matters set forth on Schedule 9.2(g).





The
      remedies provided in this Section 9.2 will not be exclusive of or limit any
      other remedies that may be available to Buyer or the other Indemnified Person
      against Seller.





9.3 INDEMNIFICATION
      AND PAYMENT OF DAMAGES BY THE SHAREHOLDERS





The
      Shareholders will indemnify and hold harmless the Indemnified Persons for,
      and
      will pay to the Indemnified Persons the amount of, Damages arising, directly
      or
      indirectly, from or in connection with:





(a) any
      breach of the representation and warranty made by Seller in Section 3.15 of
      this
      Agreement and with respect thereto in the Disclosure Schedules or any
      supplements to the Disclosure Schedules; or





(b) any
      breach by the Shareholders of any covenant or obligation of the Shareholders
      set
      forth in Sections 5.3, 5.4, 5.5 and 9 of this Agreement; or





(c) the
      matters set forth on Schedule 9.2(g).





35


Notwithstanding
      anything contained herein to the contrary, the Shareholders shall have no
      liability to any of the Indemnified Persons pursuant to this Section 9.3 unless
      and until such Indemnified Persons have first sought indemnification for Damages
      from Seller pursuant to Sections 9.2(a) (with respect to a breach of Section
      3.15 only), 9.2(b) or 9.2(g), respectively, and Seller has not, will not or
      is
      unable to indemnify such Indemnified Persons for such Damages which Seller
      is
      required to pay pursuant to the terms of this Agreement. The aggregate liability
      of the Shareholders under this Section 9.3 shall not exceed the lesser of (i)
      $9,500,000; or (ii) the aggregate amount of distributions to the Shareholders
      by
      Seller on and after the Closing Date in excess of distributions sufficient
      to
      pay the Shareholders’ federal and state income taxes directly related to
      Seller’s sale to Buyer of all of the issued and outstanding capital stock of the
      Company pursuant to the terms hereof.





9.4 INDEMNIFICATION
      AND PAYMENT OF DAMAGES BY BUYER





Buyer
      will indemnify and hold harmless Seller, and will pay to Seller the amount
      of
      any Damages arising, directly or indirectly, from or in connection with (a)
      any
      breach of any representation or warranty made by Buyer in this Agreement or
      in
      any certificate or document delivered by Buyer pursuant to this Agreement,
      (b)
      any breach by Buyer of any covenant or obligation of Buyer in this Agreement
      or
      in any of the Related Agreements, (c) any claim by any Person for brokerage
      or finder's fees or commissions or similar payments based upon any agreement
      or
      understanding alleged to have been made by such Person with Buyer (or any Person
      acting on its behalf) in connection with any of the Contemplated Transactions;
      or (d) any claim by any Person based on any Product shipped or manufactured
      by, or any services provided by, the Company after the Closing
      Date.





9.5 SURVIVAL





All
      representations and warranties made by the parties in this Agreement or in
      any
      certificate, schedule, statement, document, or instrument furnished hereunder
      or
      in connection with the negotiation, execution and performance of this Agreement
      shall survive the Closing for a period ending upon the first anniversary of
      the
      Closing Date; provided, however, that the representations and warranties set
      forth in (i) Sections 3.1, 3.2, 3.3, 3.6, 3.16, 3.33, 4.1, 4.2 and 4.4 shall
      survive the Closing indefinitely; (ii) Sections 3.9, 3.10, 3.14, 3.18, 3.19
      and
      3.26 shall survive until sixty (60) days after the expiration of the applicable
      statute of limitations; and (iii) Section 3.15 shall survive the Closing until
      midnight on December 31, 2011. Notwithstanding anything herein to the contrary,
      if notice has been given by any Indemnified Person pursuant to Sections 9.7
      or
      9.8 on or before the end of any applicable survival period, then such
      Indemnified Person’s right to indemnification with respect to the breach of
      representation or warranty that is the subject of such notice shall survive
      until final resolution and payment, if any, with respect thereto. Any covenant
      set forth in this Agreement that is to be performed on or prior to Closing
      shall
      survive until the one-year anniversary date of the Closing, and all other
      covenants of the Company shall survive for the period of time set forth in
      the
      particular covenant, and, if no time is set forth, such covenant shall survive
      the Closing indefinitely. Any claim for indemnification other than
      indemnification claims set forth in Sections 9.2(a) and 9.3(a) shall survive
      the
      Closing indefinitely; provided, however, a claim for indemnification based
      on
      the covenants and obligations set forth in Section 10 shall survive until sixty
      (60) days after the expiration of the applicable statute of limitations.




36


If
      the
      Closing occurs, Seller and/or the Shareholders will have no liability (for
      indemnification or otherwise) with respect to any representation or warranty,
      or
      covenant or obligation to be performed and complied with unless on or before
      the
      expiration of the applicable survival period an Indemnified Person notifies
      Seller and/or the Shareholders of a claim specifying the factual basis of that
      claim in reasonable detail to the extent then known by such Indemnified Person.





9.6 LIMITATIONS
      ON AMOUNT—BUYER, SELLER AND THE SHAREHOLDERS





Notwithstanding
      anything to the contrary in any other section of this Agreement:




(a) (i) Buyer
      shall have no obligation to indemnify Seller pursuant to Section 9.4(a) until
      the aggregate total for all Damages incurred or suffered by Seller pursuant
      to
      9.4(a) exceeds $250,000, in which event the right to be indemnified shall apply
      to the full amount of such Damages, and (ii) Seller and the Shareholders shall
      have no obligation to indemnify the Indemnified Persons pursuant to Sections
      9.2(a) and 9.3(a) until the aggregate total of all Damages incurred or suffered
      by the Indemnified Persons exceeds $250,000, in which event the right to be
      indemnified shall apply to the full amount of such Damages; and




(b) The
      aggregate liability of (i) Seller under Sections 9.2(a) shall not exceed
      $2,100,000 except that the limit of aggregate liability for breach of the
      representation and warranty appearing in Section 3.15 shall be $9,500,000.
      For
      the avoidance of doubt, (i) any indemnification payments made by Seller pursuant
      to Section 9.2(a) with respect to a breach of any representation and warranty
      by
      Seller other than Section 3.15 shall in no way reduce the indemnification cap
      of
      $9,500,000 applicable to a breach of Section 3.15; and (ii) the Indemnified
      Persons shall be entitled to indemnification in an amount up to $9,500,000
      in
      the event of a breach of Section 3.15, notwithstanding the existence of any
      other indemnification claims by the Indemnified Persons against Seller or the
      payment by Seller of prior indemnification claims by the Indemnified Persons.
      The aggregate liability of Buyer under Section 9.4(a) shall not exceed
      $2,100,000; provided,
      however, that the limitations in this Section 9.6 shall not apply to Damages
      for
      inaccuracies in or breaches of the representations and warranties of Seller
      set
      forth in Sections 3.1, 3.2, 3.3, 3.6, 3.9, 3.10, 3.14, 3.16, 3.18, 3.26 or
      3.33
      or of Buyer set forth in Sections 4.1, 4.2 and 4.4. The limitations set forth
      in
      this Section shall not: (i) limit a party’s ability to enforce its rights and
      obligations under this Agreement by a decree of specific performance or other
      equitable relief issued by any court of competent jurisdiction, and appropriate
      injunctive relief may be applied for and granted in connection therewith; (ii)
      apply to claims brought by Seller against Buyer which arise out of Buyer’s
      failure to pay the Purchase Price in accordance with Section 2.2 to Seller
      on
      the Closing Date; (iii) apply to claims brought by Buyer against Seller which
      arise out of Seller’s failure to sell all of the Shares of capital stock of the
      Company to Buyer on the Closing Date; or (iv) apply to a claim brought by the
      Indemnified Persons against Seller and/or the Shareholders in which a court
      of
      competent jurisdiction issues a final, unappealable judgment, order or decree
      concluding that Seller’s and/or the Shareholders’ actions or inactions
      constituted fraud or willful misconduct.





9.7 PROCEDURE
      FOR INDEMNIFICATION—THIRD PARTY CLAIMS





(a) Promptly
      after receipt by an indemnified party under Section 9.2, 9.3 or 9.4 of notice
      of
      the commencement of any Proceeding against it, such indemnified party will,
      if a
      claim is to be




37


made
      against an indemnifying party under Section 9.2, 9.3 or 9.4, give notice to
      the
      indemnifying party of the commencement of such claim, but the failure to notify
      the indemnifying party will not relieve the indemnifying party of any liability
      that it may have to any indemnified party, except to the extent that the
      indemnifying party demonstrates that the defense of such action is irrevocably
      and materially prejudiced by the indemnified party's failure to give such
      notice.





(b) If
      any
      Proceeding referred to in Section 9.7(a) is brought against an indemnified
      party
      and it gives notice to the indemnifying party of the commencement of such
      Proceeding, the indemnifying party will, unless the claim involves Taxes, be
      entitled to participate in such Proceeding and, to the extent that it wishes
      (unless (i) the indemnifying party is also a party to such Proceeding and the
      indemnified party determines in good faith that joint representation would
      be
      inappropriate, or (ii) the indemnifying party fails to provide reasonable
      assurance to the indemnified party of its financial capacity to defend such
      Proceeding and provide indemnification with respect to such Proceeding), to
      assume the defense of such Proceeding with counsel satisfactory to the
      indemnified party and, after notice from the indemnifying party to the
      indemnified party of its election to assume the defense of such Proceeding,
      the
      indemnifying party will not, as long as it diligently conducts such defense,
      be
      liable to the indemnified party under this Section 9 for any fees of other
      counsel or any other expenses with respect to the defense of such Proceeding,
      in
      each case subsequently incurred by the indemnified party in connection with
      the
      defense of such Proceeding, other than reasonable costs of investigation. If
      the
      indemnifying party assumes the defense of a Proceeding, (i) it will be
      conclusively established for purposes of this Agreement that the claims made
      in
      that Proceeding are within the scope of and subject to indemnification; (ii)
      no
      compromise or settlement of such claims may be effected by the indemnifying
      party without the indemnified party's consent unless (A) there is no finding
      or
      admission of any violation of Legal Requirements or any violation of the rights
      of any Person and no effect on any other claims that may be made against the
      indemnified party, and (B) the sole relief provided is monetary damages that
      are
      paid in full by the indemnifying party; and (iii) the indemnified party will
      have no liability with respect to any compromise or settlement of such claims
      effected without its consent. If notice is given to an indemnifying party of
      the
      commencement of any Proceeding and the indemnifying party does not, within
      ten
      days after the indemnified party's notice is given, give notice to the
      indemnified party of its election to assume the defense of such Proceeding,
      the
      indemnifying party will be bound by any determination made in such Proceeding
      or
      any compromise or settlement effected by the indemnified party.





(c) Notwithstanding
      the foregoing, if an indemnified party determines in good faith that there
      is a
      reasonable probability that a Proceeding may adversely affect it or its
      Affiliates other than as a result of monetary damages for which it would be
      entitled to indemnification under this Agreement, the indemnified party may,
      by
      written notice to the indemnifying party, assume the exclusive right to defend,
      compromise, or settle such Proceeding, but the indemnifying party will not
      be
      bound by any determination of a Proceeding so defended or any compromise or
      settlement effected without its consent (which may not be unreasonably withheld,
      delayed or conditioned).





(d) Seller,
      the Shareholders and Buyer hereby consent to the non-exclusive jurisdiction
      of
      any court in which a Proceeding is brought against any Indemnified Person for
      purposes of any claim that an Indemnified Person may have under this Agreement
      with respect to such Proceeding or the matters alleged therein, and agree that
      process may be served on Seller, the Shareholders and/or Buyer with respect
      to
      such a claim anywhere in the world.





38


9.8 PROCEDURE
      FOR INDEMNIFICATION—OTHER CLAIMS





A
      claim
      for indemnification for any matter not involving a third-party claim may be
      asserted by written notice to the party from whom indemnification is
      sought.





9.9 CO-INDEMNIFICATION





The
      existence of a third-party co-indemnitor in favor of the Indemnified Persons
      with respect to the U.S. Patent shall in no way reduce or eliminate to any
      extent the indemnification obligations of Seller and the Shareholders pursuant
      to this Section 9. Furthermore, to the extent there exists a third-party
      co-indemnitor in favor of the Indemnified Persons with respect to the U.S.
      Patent, the Indemnified Persons shall not be entitled to collect a payment
      in
      excess of the Damages incurred by such Indemnified Persons.





9.10 SET-OFF





Each
      of
      Buyer and Seller shall have the right, at any time, to set off against any
      payments or obligations otherwise owing to the other party hereto (including,
      without limitation, other indemnification payments that are payable by Seller,
      the Shareholders or Buyer, as applicable, pursuant to Sections 9.2, 9.3 or
      9.4)
      any amount owed by Seller, the Shareholders and/or Buyer to the Indemnified
      Persons as indemnification payments pursuant to Section 9 (the “Right of
      Set-Off”). Either party exercising the Right of Set-Off shall be required to
      provide written notice of its good-faith claim of any amount owed by the other
      party hereto to the Indemnified Persons, but shall thereafter not be required
      to
      proceed against or exhaust any other remedy or source of security prior to
      exercising the Right of Set-Off.





10. TAX
      MATTERS





10.1 RESPONSIBILITY
      FOR TAX RETURNS AND TAXES





(a) Seller
      and the Company shall prepare, or cause to be prepared, and timely file, or
      cause to be timely filed, all Tax Returns required to be filed on or prior
      to
      the Closing Date by the Company or by Seller with respect to the Business.
      Seller shall report all income, gains, losses or expenses of the Company
      realized by the Company or by Seller with respect to the Business on or before
      the Closing Date during Seller’s taxable year that includes the Closing Date on
      Seller's federal, state and local income or franchise Tax Returns for the period
      ending on or after the Closing Date. Subject to the foregoing sentence, Buyer
      shall prepare, or cause to be prepared, and file, or cause to be filed, all
      Tax
      Returns of the Company required to be filed after the Closing Date. If any
      such
      Tax Return relates in whole or in part to a Taxable period that ends on or
      before the close of business on the Closing Date, or the portion through the
      close of business on the Closing Date of a Straddle Period, as defined below
      (each such period or portion, a “Pre-Closing Tax Period”), Buyer shall permit
      Seller to review and comment on such Tax Return prior to filing.





(b) Seller
      shall be responsible for and shall pay all Taxes of the Company or relating
      to
      the Business for all Pre-Closing Tax Periods. Buyer or the Company shall be
      responsible for and shall pay all Taxes of the Company or relating to the
      Business for any Taxable period that begins




39
 a fter
        the
        Closing Date, and for the portion of any Straddle Period that commences after
        the Closing Date (each such period or portion, a “Post-Closing Tax
        Period”).





(c) Taxes
      of
      the Company or with respect to the Business for any Taxable period that includes
      but does not end on the Closing Date (a “Straddle Period”) shall be allocated to
      Pre-Closing Tax Periods and Post-Closing Tax Periods as follows: (i) Income
      and franchise Taxes shall be allocated based on an interim closing of the books
      as of the close of business on the Closing Date; and (ii) all Taxes other than
      income and franchise Taxes shall be allocated pro-rata to each day in the
      Straddle Period.





(d) The
      obligations of Seller, the Company and Buyer in this Section 10 are expressly
      subject to the terms of the Wartner Assignment.





10.2 COOPERATION
      ON TAX MATTERS





(a) Seller
      and the Company will (i) retain all of their books and records with respect
      to
      Tax matters pertinent to the Company relating to any Pre-Closing Tax Period
      to
      the extent such books and records are in the respective party's possession
      as of
      the Closing Date until the expiration of the statute of limitations with respect
      to such Tax period (including, to the extent notified by Seller or Buyer, as
      the
      case may be, of any extensions thereof), and abide by all record retention
      agreements entered into with any Tax Authority, and (ii) give each other
      reasonable written notice prior to transferring, destroying or discarding any
      such books and records and, if the other party so requests, such party will
      allow the other party to take possession of such books and records.





(b) Buyer,
      the Company and Seller will, upon the reasonable request from the other party,
      use their commercially reasonable efforts to obtain any certificate or other
      document from any Governmental Authority or any other Person that may be
      necessary to mitigate, reduce or eliminate any Tax that could be imposed
      (including, without limitation, with respect to the Contemplated
      Transactions).




(c) Buyer,
      the Company and Seller shall cooperate fully, as and to the extent reasonably
      requested by the other parties, in connection with the filing of Tax Returns
      pursuant to this Section 10 and in any audit, litigation or other
      proceedings with respect to Taxes; provided that Seller shall have the right
      to
      control and settle, in its sole discretion, any audit, litigation or other
      proceeding to the extent it relates solely to a liability for Taxes for a
      Pre-Closing Tax Period and does not affect any Taxes or Tax attribute of the
      Company or Buyer for a Post-Closing Tax Period. Such cooperation shall include
      the retention and, upon the request of a party, the provision of records and
      information that are reasonably relevant to any such audit, litigation or other
      proceeding and making employees available on a mutually convenient basis to
      provide additional information and explanation of any material provided
      hereunder.




10.3 TRANSFER
      TAXES





All
      transfer, documentary, sales, use, stamp, registration duties, recording and
      other such Taxes and fees (collectively, “Transfer Taxes”), and the costs of
      filing Tax Returns and other documentation with respect to Transfer Taxes
      incurred in connection with the consummation of the transactions contemplated
      by
      this Agreement shall be borne one-half (1/2) by Buyer and one-half (1/2) by
      Seller.




40


Buyer
      will file, or cause to be filed, all necessary Tax Returns and other
      documentation with respect to all such Transfer Taxes and, if required by
      applicable law, Seller will join in the execution of any such Tax Returns and
      other documentation.





10.4 REFUNDS





Any
      Tax
      refunds that are received by the Company that relate to Pre-Closing Tax Periods
      shall be for the account of Seller, and the Company or Buyer shall pay over
      to
      Seller, Seller's pro rata share of any such refund within 15 days after receipt
      thereof.





10.5 AMENDMENT
      OF TAX RETURNS





Neither
      the Company nor Buyer shall, without the prior written consent of Seller file,
      or cause to be filed any amended Tax Return of the Company relating to a
      Pre-Closing Tax Period where such amendment would materially adversely alter
      the
      Tax liabilities of Seller for such period.





10.6 TAX
      TREATMENT





(a) Buyer
      and
      Seller agree that, based upon Seller’s representation in Section 3.9(b), for
      federal and applicable state and local income and franchise Tax purposes, the
      Company is a Disregarded Entity and the purchase of the Shares is deemed to
      be
      the purchase of all the Company’s assets. To the extent applicable, each of
      Buyer and Seller shall file its respective Tax Returns in accordance with the
      preceding sentence.





(b) Any
      indemnification payment made pursuant to Section 9 shall be treated for all
      Tax
      purposes as an adjustment to the Purchase Price for the Shares.





11. NON-INDEMNITY
      CLAIMS AND ADJUSTMENTS; RETURNS





(a) All
      Trade
      Adjustments shall be immediately resolved between the parties without resort
      to
      the indemnification process set forth in Section 9 hereof. Without regard to
      the
      merits of any individual Trade Adjustment, each of Seller and Buyer shall make
      whole the other party with respect to any Trade Adjustment within three (3)
      Business Days of receipt of written documentation that such Trade Adjustment
      has
      occurred. Each of Seller and Buyer shall be obligated to cooperate fully in
      the
      equitable resolution of Trade Adjustments for a period of six months subsequent
      to the Closing.





(b) All
      sales
      of the Product to third parties prior to the Closing are and shall be for the
      account of Seller which shall have full financial responsibility for any Returns
      of Products sold prior to the Closing. All sales of Product to third parties
      subsequent to the Closing are and shall be for the account of Buyer which shall
      have full financial responsibility for any Returns of Products sold after the
      Closing. Notwithstanding the foregoing, Buyer shall have responsibility for
      all
      of the Returns (i) if such Returns are a direct result of Buyer’s (w) modifying
      or changing the trade dress or formula for a Product; (x) increasing pricing
      for
      a Product; (y) eliminating any trade and marketing programs set forth on
      Schedule 3.20 which are to be launched after the Closing Date; or (z)
      recommending that a Product be removed from a planogram; or (ii) after the
      six
      month anniversary of the Closing Date regardless of the date of original sale
      to
      a third-party purchaser.




41


Notwithstanding
      the foregoing, all Returns of Wartner Kids product shall be for the account
      of
      Seller which shall have full responsibility for same.





12. GENERAL
      PROVISIONS





12.1 EXPENSES





Except
      as
      otherwise expressly provided in this Agreement, each party to this Agreement
      will bear its respective expenses incurred in connection with the preparation,
      negotiation, execution, and performance of this Agreement and the Contemplated
      Transactions, including all fees and expenses of agents, representatives,
      counsel, and accountants; provided, that Seller shall also bear all expenses
      incurred by the Company in connection with the preparation, negotiation,
      execution and performance of this Agreement and the Contemplated Transactions,
      including all fees and expenses of agents, representatives, counsel and
      accountant, to or for the Company. Seller will pay all amounts payable to Sawaya
      Segalas & Co., LLC in connection with this Agreement and the Contemplated
      Transactions; such amount will be included in the Company Transaction Expenses.
      In the event of termination of this Agreement, the obligation of each party
      to
      pay its own expenses will be subject to any rights of such party arising from
      a
      breach of this Agreement by another party.





12.2 PUBLIC
      ANNOUNCEMENTS





Unless
      consented to by the other party hereto in advance, or required by Legal
      Requirements (including, without limitation, the rules and regulations of the
      New York Stock Exchange or any other applicable securities exchange), prior
      to
      the Closing Seller and Buyer shall keep this Agreement strictly confidential
      and
      may not make any disclosure of this Agreement to any Person. To the extent
      reasonably practicable under applicable Legal Requirements, the parties will
      consult with each other before making any public announcement or similar
      publicity with respect to this Agreement or the Contemplated Transactions.
      Seller and Buyer will consult with each other concerning the means by which
      the
      Company's customers and suppliers and others having dealings with the Company
      will be informed of the Contemplated Transactions, and Buyer will have the
      right
      to be present for any such communication.




12.3 NOTICES





All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by
      hand (with written confirmation of receipt), (b) sent by telecopier (with
      written confirmation of receipt), provided that a copy is mailed by registered
      mail, return receipt requested, or (c) when received by the addressee, if sent
      by a nationally recognized overnight delivery service (receipt requested),
      in
      each case to the appropriate addresses and telecopier numbers set forth below
      (or to such other addresses and telecopier numbers as a party may designate
      by
      notice to the other parties):


42


Seller
      and the
      Company (prior to the Closing):


Lil'
      Drug
      Store Products, Inc.


1201
      Continental Place NE


Cedar
      Rapids, IA 52402


Attn:
      Christopher D. DeWolf, President


Facsimile
      No.: (319) 393-3494





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





Bradley
      & Riley PC


P.O.
      Box
      2804


Cedar
      Rapids, IA 52406-2804


Attn:
      Bradley G. Hart


Facsimile
      No.: (319) 363-9824





Buyer:


Medtech
      Products Inc.


90
      North
      Broadway


Irvington,
      NY 10533


Attn:  Chief
      Executive Officer


Facsimile
      No.: 914-524-6802




with
      a
      copy to:




Medtech
      Products Inc.


90
      North
      Broadway


Irvington,
      New York 10533


Attn:  Charles
      N. Jolly, Esq.


Facsimile
      No.: (914) 524-7488





The
      Company (after the Closing):





Wartner
      USA B.V.


90
      North
      Broadway


Irvington,
      NY 10533


Attn:  Chief
      Executive Officer


Facsimile
      No.: 914-524-6802





with
      a
      copy to:




Wartner
      USA B.V.


90
      North
      Broadway


Irvington,
      New York 10533


Attn:  Charles
      N. Jolly, Esq.


Facsimile
      No.: (914) 524-7488





43


The
      Shareholders:





To
      the
      address and/or facsimile number set forth below each Shareholder’s signature on
      the signature page attached hereto.





12.4 GOVERNING
      LAW; JURISDICTION; SERVICE OF PROCESS





(a) This
      Agreement and the legal relations among the parties hereto shall be governed
      by
      and construed in accordance with the laws of the State of New York, without
      giving effect to provisions thereof relating to conflict of laws.




(b) The
      parties hereto irrevocably and unconditionally consent to submit to the
      jurisdiction of the United States District Court in Westchester County, New
      York
      (or if such court does not have subject matter jurisdiction, then the
      jurisdiction of the court of the State of New York located in Westchester
      County, New York), in addition to any other appropriate jurisdictions, for
      any
      actions, suits or proceedings arising out of or relating to this Agreement
      and
      the transactions contemplated hereby, and waive any objection to venue laid
      therein, including, without limitation, any objection based on forum
      non-conveniens.




12.5 FURTHER
      ASSURANCES





The
      parties agree (a) to furnish upon request to each other such further
      information, (b) to execute and deliver to each other such other documents,
      and
      (c) to do such other acts and things, all as the other party may reasonably
      request for the purpose of carrying out the intent of this Agreement and the
      documents referred to in this Agreement.





12.6 WAIVER





The
      rights and remedies of the parties to this Agreement are cumulative and not
      alternative. Neither the failure nor any delay by any party in exercising any
      right, power, or privilege under this Agreement or the documents referred to
      in
      this Agreement will operate as a waiver of such right, power, or privilege,
      and
      no single or partial exercise of any such right, power, or privilege will
      preclude any other or further exercise of such right, power, or privilege or
      the
      exercise of any other right, power, or privilege. To the maximum extent
      permitted by applicable law, (a) no claim or right arising out of this Agreement
      or the documents referred to in this Agreement can be discharged by one party,
      in whole or in part, by a waiver or renunciation of the claim or right unless
      in
      writing signed by the other applicable parties; (b) no waiver that may be given
      by a party will be applicable except in the specific instance for which it
      is
      given; and (c) no notice to or demand on one party will be deemed to be a waiver
      of any obligation of such party or of the right of the party giving such notice
      or demand to take further action without notice or demand as provided in this
      Agreement or the documents referred to in this Agreement.





12.7 ENTIRE
      AGREEMENT AND MODIFICATION





This
      Agreement and the Confidentiality Agreement supersede all prior agreements
      (whether oral or written) between the parties with respect to the subject matter
      hereof and thereof (including without limitation the Letter of Intent dated
      June
      9, 2006 between Buyer and Seller) and constitute (along




44


with
      the
      documents referred to in this Agreement) a complete and exclusive statement
      of
      the terms of the agreement between the parties with respect to the subject
      matter hereof and thereof. This Agreement may not be amended except by a written
      agreement executed by the party to be charged with the amendment.




12.8 DISCLOSURE
      SCHEDULE





(a) The
      disclosures in any numbered part of the Disclosure Schedule, and those in any
      Supplement thereto, must relate only to the representations and warranties
      in
      the similarly numbered Section of the Agreement to which they expressly relate
      and not to any other representation or warranty in this Agreement.





(b) In
      the
      event of any inconsistency between the statements in the body of this Agreement
      and those in the Disclosure Schedule (other than an exception expressly set
      forth as such in the Disclosure Schedule with respect to a specifically
      identified representation or warranty), the statements in the body of this
      Agreement will control.





12.9 ASSIGNMENTS,
      SUCCESSORS, AND NO THIRD-PARTY RIGHTS





None
      of
      the parties hereto may assign any of its rights under this Agreement without
      the
      prior consent of the other parties, which will not be unreasonably withheld,
      delayed or conditioned; provided, however, that from and after the Closing
      Buyer
      shall have the right without such consent (i) to assign its rights and
      obligations hereunder to any Affiliate or to any successor to all or
      substantially all of the business and assets of Buyer; or (ii) to collaterally
      assign its rights hereunder to any lender. Subject to the preceding sentence,
      this Agreement will apply to, be binding in all respects upon, and inure to
      the
      benefit of the successors and permitted assigns of the parties. Except as
      specifically set forth or referred to herein, nothing expressed or referred
      to
      in this Agreement will be construed to give any Person other than the parties
      to
      this Agreement and the Indemnified Persons any legal or equitable right, remedy,
      or claim under or with respect to this Agreement or any provision of this
      Agreement. Except as specifically set forth or referred to herein, this
      Agreement and all of its provisions and conditions are for the sole and
      exclusive benefit of the parties to this Agreement, their successors and
      permitted assigns and the Indemnified Persons.




12.10 SEVERABILITY





If
      any
      provision of this Agreement is held invalid or unenforceable by any court of
      competent jurisdiction, the other provisions of this Agreement will remain
      in
      full force and effect. Any provision of this Agreement held invalid or
      unenforceable only in part or degree will remain in full force and effect to
      the
      extent not held invalid or unenforceable.





12.11 SECTION
      HEADINGS, CONSTRUCTION





The
      headings of Sections in this Agreement are provided for convenience only and
      will not affect its construction or interpretation. All references to “Section”
or “Sections” refer to the corresponding Section or Sections of this Agreement.
      All words used in this Agreement will be construed to be of such gender or
      number as the circumstances require. Unless otherwise expressly provided, the
      word “including” does not limit the preceding words or terms.





45


12.12 SPECIFIC
      PERFORMANCE




Each
      of
      the parties shall have and retain all rights and remedies, at law or in equity,
      including rights to specific performance and injunctive or other equitable
      relief, arising out of or relating to a breach or threatened breach of this
      Agreement. Without limiting the generality of the foregoing, each of the parties
      acknowledges that money damages would not be a sufficient remedy for any breach
      or threatened breach of this Agreement and that irreparable harm would result
      if
      this Agreement were not specifically enforced. Therefore, the rights and
      obligations of the parties shall be enforceable by a decree of specific
      performance issued by any court of competent jurisdiction, and appropriate
      injunctive relief may be applied for and granted in connection therewith,
      without the necessity of posting a bond or other security or proving actual
      damages and without regard to the adequacy of any remedy at law. A party’s right
      to specific performance or injunctive relief shall be in addition to all other
      legal or equitable remedies available to such party.





12.13 COUNTERPARTS





This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed to be an original copy of this Agreement and all of which, when taken
      together, will be deemed to constitute one and the same agreement.





12.14
            COOPERATION,
                NO DUTY TO MAINTAIN





Buyer,
      Seller and the Company agree to reasonably cooperate with each other subsequent
      to Closing to implement the general objectives of this transaction for the
      mutual benefit of the parties. Notwithstanding the generality of the foregoing,
      Buyer shall have no obligation to maintain the existence of Company and shall
      have no responsibility for damage to Seller as a result of the loss of any
      license, permit, right, entitlement or benefit associated with the termination
      or wind-up of the Company; provided, however, Buyer shall be solely responsible
      for any fees and expenses incurred in connection with Buyer’s decision to
      terminate or wind-up the existence of the Company.



















46


IN
      WITNESS WHEREOF, the parties have executed and delivered this Agreement as
      of
      the date first written above.





SELLER: BUYER:





LIL'
      DRUG
      STORE PRODUCTS, INC. MEDTECH
      PRODUCTS INC.











By: /s/ Christopher D.
              DeWolf
            By: /s/ Peter C.
              MannName:  Christopher D.
              DeWolf
            Name:  Peter C. MannTitle:  President
            Title:  President








COMPANY:





WARTNER
      USA B.V.








By:
      ___/s/ R. T. Devilee__________


Name: 
      R. T. Devilee


Title: 
      Managing Director








The
      Shareholders are executing this Agreement solely in connection with their
      limited obligations set forth in Sections 5.3, 5.4, 5.5 and 9 hereof.







/s/ Christopher D. DeWolf


Christopher
      D. DeWolf








/s/ Suzanne N. DeWolf


Suzanne
      N. DeWolf











47