Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT, dated as of January 19, 2006 (this "Agreement"), by
and among Moonlight Graham Inc., a California corporation having an address at
1001 W. 17th St. Suite E Costa Mesa, CA 92627 ("Seller"), and Denm Group, LLC.,
limited liability company organized under the laws of Nevada having an address
at 820 North Orleans St. Suite 208 Chicago, Illinois 6060 ("Purchaser").

                               W I T N E S S E T H

WHEREAS, Seller desires to sell to Purchaser a total of all shares of the
Seller's common stock, $0.01 par value per share, (the "Shares"), representing
one hundred percent (100%) of the issued and outstanding shares of the common
stock of the Seller (the "Common Stock"), on the terms and conditions set forth
herein; and WHEREAS, Purchaser desires to purchase the Shares on the terms and
conditions set forth herein;NOW THEREFORE, in consideration of the promises and
respective mutual agreements herein contained, it is agreed by and between the
parties hereto as follows.

                                    ARTICLE I
                        SALE AND PURCHASE OF THE SHARES

1.1  Sale of the Shares. Upon the Closing, as defined below, subject to the
terms and conditions herein set forth, on the basis of the representations,
warranties and agreements herein contained, Seller shall deliver the Shares to
Purchaser who shall purchase the Shares from the Seller.

1.2  Instruments of Conveyance and Transfer. At the Closing, Seller shall
deliver, a certificate or certificates representing the Shares to Purchaser, in
form and substance satisfactory to Purchaser (the "Certificates"), as shall be
effective to vest in Purchaser all right, title and interest in and to all of
the Shares.

1.3  Consideration and Payment for the Shares. In consideration for the purchase
of the Shares, Purchaser shall : .deliver 2,500,000 shares of common stock Rule
144 restricted of Denim Apparel Group ("DPGP") at which time Moonlight Graham
Inc. shall become a wholly owned subsidiary of the Denim Apparel Group.

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1.4  Closing. The closing of the sale and purchase of the Shares will take place
no later than February 10, 2006 at such time and place as the Parties may agree
upon.

                                   ARTICLE II
                                  THE FUNDING

2.1  Funding Terms. Purchaser agrees to provide to Seller funding of One Million
Five Hundred Thousand (1,500,000.00) dollars (the "Funding") over the course of
12 months in the form of cash, credit enhancement, or line of credit (the
"Funding").

2.2  Funding Schedule. Seller should provide a minimum of Five Hundred Thousand
(500,000) dollars cash in the first 120 days.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

3.1  REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller represents and
warrants to the Purchaser now and as of the Closing, the following:

     a. Transfer of Title. Seller shall transfer title in and to the Shares to
the Purchaser free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any kind or nature
whatsoever, whether direct or indirect or contingent.

     b. Due Execution. This Agreement has been duly executed and delivered by
the Seller.

     c. Valid Agreement. This Agreement constitutes, and upon execution and
delivery thereof by the Seller, will constitute, a valid and binding agreement
of the Seller enforceable against the Seller in accordance with its respective
terms.

     d. Authorization. The execution, delivery and performance by the Seller of
this Agreement and the delivery by the Seller of the Shares have been duly and
validly authorized and no further consent or authorization of the Seller or an
other is required.

     e. Seller's Title to Shares; No Liens or Preemptive Rights; Valid Issuance.
Seller has and at the Closing will have full and valid title, possession and
control of the Shares; there is and will be no existing impediment or
encumbrance to the sale and transfer of the Shares to the Purchaser; and on
delivery to the Purchaser of the Shares, all of the Shares will be free and
clear of all taxes, liens, encumbrances, charges or assessments of any kind and
shall not be subject to preemptive rights, tag-along rights, or similar rights

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of any of the stockholders of the Company. The Shares are and will be legally
and validly issued in material compliance with all applicable U.S. federal and
state securities laws, and will be fully paid and non-assessable shares of the
Company's common stock; and the Shares have all been issued under duly
authorized resolutions of the Board of Directors of the Company. At the Closing,
Seller shall deliver to the Escrow Agent the Certificates subject to no liens,
security interests, pledges, encumbrances, charges, restrictions, demands or
claims in any other party whatsoever.

     f. No Governmental Action Required. The execution and delivery by the
Seller of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental official.

     g. Compliance with Applicable Law and Corporate Documents. The execution
and delivery by the Seller of this Agreement does not and will not and, the sale
by the Seller of the Shares does not and will not contravene or constitute a
default under or violation of (i) any provision of applicable law or regulation,
(ii) the articles of incorporation or by-laws of the Seller, or (iii) any
agreement, judgment, injunction, order, decree or other instrument binding upon
the Seller or any its assets, or result in the creation or imposition of any
lien on any asset of the Seller. The Seller is in compliance with and conforms
to all statutes, laws, ordinances, rules, regulations, orders, restrictions and
all other legal requirements of any domestic or foreign government or any
instrumentality thereof having jurisdiction over the conduct of their businesses
or the ownership of their properties.

     h. Due Diligence Materials. The information furnished by the Seller to the
Purchaser for purposes of or in connection with this Agreement or any
transaction contemplated hereby does not, and all such information hereafter
furnished by the Seller to the Purchaser will not (in each case taken together
and on the date as of which such information is furnished), contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein, in the light of the circumstances
under which they are made, not misleading.

     i. Not a Voting Trust: No Proxies. None of the Shares are or will be
subject to any voting trust or agreement. No person holds or has the right to
receive any proxy or similar instrument with respect to the Shares. Except as
provided in this Agreement, the Seller is not a party to any agreement which
offers or grants to any person the right to purchase or acquire any of the
Shares. There is no applicable local, state or federal law, rule, regulation, or
decree which would, as a result of the sale contemplated by this Agreement,
impair, restrict or delay any voting rights with respect to the Shares.

<PAGE>

     j. Survival of Representations. The representations and warranties herein
by the Seller will be true and correct in all material respects on and as of the
Closing with the same force and effect as though said representations and
warranties had been made on and as of the Closing and will, except, provided
herein, survive the Closing.

     k. No Solicitation. No form of general solicitation or general advertising
was used by the Seller or, to the best of its actual knowledge, any other person
acting on behalf of the Seller, in connection with the offer and sale of the
Shares. Neither the Seller, nor, to its knowledge, any person acting on behalf
of the Seller, have, either directly or indirectly, sold or offered for sale to
any person (other than the Purchaser) any of the Shares, and the Seller
represent that they will not, nor will any person authorized to act on its
behalf (except that the Seller makes no representation as to the Purchaser) sell
or offer for sale any such security to, or solicit any offers to buy any such
security from, or otherwise approach or negotiate in respect thereof with, any
person or persons so as thereby to cause the issuance or sale of any of the
Shares to be in violation of any of the provisions of Section 5 of the
Securities Act of 1933, as amended or any other provision of federal or state
law.

     l. Due Organization. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada with full
power and authority to own, lease, use, and operate its properties and to carry
on its business as and where now owned, leased, used, operated and conducted.
Seller has no subsidiaries.

     m. SEC Representations. Through the date hereof, Seller is not and has
never been required to file any reports with the SEC. In connection with all
shares of common stock and other securities issued by Seller from inception to
date, Seller has complied with the registration requirements of the federal
Securities Act of 1933 and all applicable state blue sky laws or has relied upon
a valid, applicable exemption from those registration requirements.

     n. Restricted Securities. Seller understands that the Shares have not been
registered pursuant to the Securities Act or any applicable state securities
laws and were not issued under any exemption to such laws, that the Shares will
be characterized as "restricted securities" under federal securities laws, and
that under such laws and applicable regulations the Shares cannot be sold or
otherwise disposed of without registration under the Securities Act or an
exemption therefrom. In this connection, Purchaser represents that it is
familiar with Rule 144 promulgated under the Securities Act, as currently in

<PAGE>

effect, and understands the resale limitations imposed thereby and by the
Securities Act. Stop transfer instructions may be issued to the transfer agent
for securities of Seller (or a notation may be made in the appropriate records
of Seller) in connection with the Shares.

     o. Legend. It is agreed and understood by Purchaser that the Certificates
will each contain conspicuously set forth on the face or back thereof a legend
in substantially the following form:

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

     p. Financial Statements. (a) The Purchaser has received a copy of the
unaudited financial statements of Seller for the period ended December 31, 2005
and the related statements of income and retained earnings for the period then
ended (the "Financial Statements"). The Financial Statements have been prepared
in accordance with generally accepted accounting principles consistently
followed by Seller throughout the periods indicated. Such financial statements
fairly present the financial condition of Seller at the dates indicated and its
results of its operations and cash flows for the periods then ended and, except
as indicated therein, reflect all claims against, debts and liabilities of
Seller, fixed or contingent, and of whatever nature. Since December, 31 2004,
(the "Balance Sheet Date"), there has been no material adverse change in the
assets or liabilities, or in the business or condition, financial or otherwise,
or in the results of operations or prospects, of Seller, whether as a result of
any legislative or regulatory change, revocation of any license or rights to do
business, fire, explosion, accident, casualty, labor trouble, flood, drought,
riot, storm, condemnation, act of God, public force or otherwise and no material
adverse change in the assets or liabilities, or in the business or condition,
financial or otherwise, or in the results of operation or prospects, of Seller
except in the ordinary course of business. Seller will not be obligated to any
party beyond that shown in the Financial Statements, for employee compensation
or for any other obligation.

     q. No Litigation. Seller is not a party to any suit, action, arbitration,
or legal, administrative, or other proceeding, or pending governmental
investigation which it has not disclosed to Purchaser. Seller is not subject to
or in default with respect to any order, writ, injunction, or decree of any
federal, state, local, or foreign court, department, agency, or instrumentality.

<PAGE>

     r.  No Taxes. Seller is not liable for any income, sales, withholding, real
or personal property taxes to any governmental agencies whatsoever. All United
States federal, state, county, municipality local or foreign income tax returns
and all other material tax returns (including foreign tax returns) which are
required to be filed by or on behalf of Seller have been or will be filed as of
the Closing and all material taxes due pursuant to such returns or pursuant to
any assessment received by Seller have been or will be paid as of the Closing,
except those being disputed in good faith and for which adequate reserves have
been established. The charges, accruals and reserves on the books of Seller in
respect of taxes or other governmental charges have been established in
accordance with GAAP.

     s. No Stockholder Approval Required. The acquisition of the Shares by
Purchaser from Seller does not require the approval of the stockholders of
Seller under the California Corporation Law ("CCL"), the Company's articles of
incorporation or bylaws, or any other requirement of law or, if stockholder
approval is required it has or will, prior to the Closing, be properly obtained
in accordance with the requirements of Seller's articles of incorporation and
by- laws and the CCL.

     t. No Dissenters' Rights. The acquisition of the Shares by Purchaser from
Seller will not give rise to any dissenting stockholders' rights under the NCL,
Seller's articles of incorporation or bylaws, or otherwise.

4.2  REPRESENTATIONS AND WARRANTIES OF PURCHASER. Unless specifically stated
otherwise, Purchaser represents and warrants that the following are true and
correct as of the date hereof and will be true and correct through the Closing
as if made on that date:

     a. Due Execution. This Agreement has been duly executed and delivered by
the Purchaser.

     b. Valid Agreement. This Agreement constitutes, and upon execution and
delivery thereof by the Purchaser, will constitute, a valid and binding
agreement of the Purchaser enforceable against the Purchaser in accordance with
its respective terms.

     c. Authorization. The execution, delivery and performance by the Purchaser
of this Agreement and the purchase by the Purchaser of the Shares have been duly
and validly authorized and no further consent or authorization of the Purchaser
or any other is required.

     e. Restricted Securities. Purchaser understands that the Shares have not
been registered pursuant to the Securities Act or any applicable state
securities laws and were not issued under any exemption to such laws, that the
Shares will be characterized as "restricted securities" under federal securities
laws, and that under such laws and applicable regulations the Shares cannot be
sold or otherwise disposed of without registration under the Securities Act or

<PAGE>

an exemption therefrom. In this connection, Purchaser represents that it is
familiar with Rule 144 promulgated under the Securities Act, as currently in
effect, and understands the resale limitations imposed thereby and by the
Securities Act. Stop transfer instructions may be issued to the transfer agent
for securities of Seller (or a notation may be made in the appropriate records
of Seller) in connection with the Shares.

     f. Legend. It is agreed and understood by Purchaser that the Certificates
will each contain conspicuously set forth on the face or back thereof a legend
in substantially the following form:

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

     g. Disclosure of Information. Purchaser acknowledges that it has been or
will be furnished with information regarding Seller and its business, assets,
results of operations, and financial condition to allow Purchaser to make an
informed decision regarding an investment in the Shares. Purchaser represents
that it has had o will have an opportunity to ask questions of and receive
answers from Seller regarding Seller and its business, assets, results of
operation, and financial condition.

     h. Due Diligence Materials. The information furnished by Purchaser to
Seller for purposes of or in connection with this Agreement or any transaction
contemplated hereby does not, and all such information hereafter furnished by
Purchaser to Seller will not (in each case taken together and on the date as of
which such information is furnished), contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
contained therein, in the light of the circumstances under which they are made,
not misleading.

     i. Survival of Representations. The representations and warranties herein
by Purchaser will be true and correct in all material respects on and as of the
Closing with the same force and effect as though said representations and
warranties had been made on and as of the Closing and will, except, provided
herein, survive the Closing.

     j. No Solicitation. No form of general solicitation or general advertising
was used by the Seller or, to the best of Purchaser's actual knowledge, any
other person acting on behalf of the Seller, in connection with the offer and

<PAGE>

sale of the Shares. Neither the Seller, nor, to Purchaser's knowledge, any
person acting on behalf of the Seller, have, either directly or indirectly, sold
or offered for sale to any person (other than the Purchaser) any of the Shares,
and the Purchaser represents that it will not, nor will any person authorized to
act on its or Seller's behalf sell or offer for sale any such security to, or
solicit any offers to buy any such security from, or otherwise approach or
negotiate in respect thereof with, any person or persons so as thereby to cause
the issuance or sale of any of the Shares to be in violation of any of the
provisions of Section 5 of the Securities Act of 1933, as amended, or any other
provision of federal or state law.

     k. Due Organization. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada with full
power and authority to own, lease, use, and operate its properties and to carry
on its business as and where now owned, leased, used, operated and conducted.
Seller has no subsidiaries.

                                    ARTICLE V
                            CONFIDENTIAL INFORMATION

Both prior to and after the Closing, information which each party views as
confidential or proprietary may be made available to the other party. This
information may include, but not be limited to, business or marketing plans,
financial results and statements, markets, projected activities, results of
operations, customers and potential customers, suppliers, contracts,
intellectual property, computer programs, compilations, trade secrets, stock
ownership, and other financial information (collectively, the "Confidential
Information").

Each party agrees that all Confidential Information (1) will be kept and
maintained confidential, (2) will not be disclosed to any third party without
the prior written consent of the disclosing party, (3) will under no
circumstances (and without in any manner limiting the preceding clause) be
disclosed to, or utilized in connection with, any supplier, customer or
competitor (present or potential), (4) will not be reproduced without the prior
written consent of the disclosing party, and (5) will not in any way be used, or
be permitted to be used, in a manner detrimental to the disclosing party's
business and prospects.

The foregoing limitations will not apply to any information that would otherwise
be within the definition of Confidential Information which may be required to be
disclosed by law or a judicial, administrative or governmental process. In the
event that either party is requested or required in a judicial, administrative
or government proceeding to disclose any Confidential Information, the
disclosing party will be provided with prompt notice of such request and all
related proceedings so that the disclosing party may seek an appropriate
protective order or waive compliance with the provisions of this Confidentiality
Agreement.

<PAGE>

Confidential Information does not include information that (i) becomes generally
available to the public other than as a result of a disclosure by a receiving
party hereunder or its agents, employees, directors or representatives, (ii) was
available to a receiving party hereunder on a non-confidential basis prior to
the disclosure the disclosing party, or (iii) becomes available on a
non-confidential basis from a source other than the disclosing party, provided
that such source is not known by the receiving party or its agents, employees,
directors or representatives to be prohibited from transmitting the information
to it by any confidentiality agreement with the disclosing party or by any other
contractual, legal or fiduciary obligation.

                                   ARTICLE VI
                                   COVENANTS

From the date of this  Agreement to Closing,  Seller and  Purchaser  covenant as
follows.

     a. Seller and Purchaser, to the best of their ability, will preserve intact
the current status of each company.

     b. Seller will not enter into any contract, written or oral, or business
transaction, not in the ordinary course of its business; and will not agree to
any merger or business combination.

     c. Seller will not encumber or mortgage any right or interest in the
Shares, and will not transfer any rights to the Shares to any third party
whatsoever.

                                   ARTICLE VII
                                INDEMNIFICATION

Each Party hereby agrees to, indemnify and hold harmless the other Party against
any losses, joint or several, to which the indemnified Party may become subject
under the federal securities laws, any state or other federal law, statutory or
common law, or otherwise, insofar as such losses, claims, damages or liabilities
(or actions or proceedings, whether commenced or threatened, in respect thereof)
arise by reason of the inaccuracy of any warranty or representation contained in
this Agreement, or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will in addition reimburse the indemnified Party for any
legal or any other expenses reasonably incurred by the indemnified Party in
connection with investigating or defending any such loss, claim, liability,
action or proceeding. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of either Party and shall
survive the Closing for a period of three (3) years.

<PAGE>

                                  ARTICLE VIII
                                 MISCELLANEOUS

8.1  Waiver. Any term, provision, covenant, representation, warranty or
condition of this Agreement may be waived, but only by a written instrument
signed by the party entitled to the benefits thereof. The failure or delay of
any party at any time or times to require performance of any provision hereof or
to exercise its rights with respect to any provision hereof shall in no manner
operate as a waiver of or affect such party's right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
provision, covenant, representation or warranty contained in this Agreement, in
any one or more instances, shall be deemed to be or construed as a further or
continuing waiver of any such condition or breach or waiver of any other
condition of the breach of any other term, provision, covenant, representation
or warranty. No modification or amendment of this Agreement shall be valid and
binding unless it be in writing and signed by all parties hereto.

8.2  Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understanding related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not set forth.

8.3  Notices. Any notice or communications hereunder must be in writing and
given by depositing same in the United States mail addressed to the party to be
notified, postage prepaid and registered or certified mail with return receipt
requested or by delivering same in person. Such notices shall be deemed to have
been received on the date on which it is hand delivered or on the third business
day following the date on which it is to be mailed. For purpose of giving
notice, the addresses of the parties shall be:

If to Seller:
Moonlight Graham
1000 W.17th St. Suite E
Costa Mesa, CA 92627
949-679-4981
949-679-4984 (fax)

<PAGE>


              With a copy to:

If to Purchaser:
Denm Group LLC
820 North Orleans St. Suite 208
Chicago, IL  60610
312-664-6636

              With a copy to:
Hank Gracin
Lehman and Eilen
50 Charles Lindbergh Blvd.
Uniondale, NY
516-222-0888

8.4  Governing Law. This Agreement shall be governed in all respects, including
validity, construction, interpretation and effect, by the laws of the State of
Nevada (without regard to principles of conflicts of law). Each of the parties
hereto agrees to submit to the exclusive jurisdiction of any federal or state
court within the City of Las Vegas, Nevada with respect to any claim or cause of
action arising under or relating to this Agreement. The parties agree that any
service of process to be made hereunder may be made by certified mail, return
receipt requested, addressed to the party at the address appearing in Section
8.3. Such service shall be deemed to be completed when received. Seller and
Purchaser each waives any objection based on forum non conveniens. Nothing in
this paragraph shall affect the right of Seller or Purchaser to serve legal
process in any other manner permitted by law.

8.5  Counterparts. This Agreement may be executed by the parties hereto in
separate counterparts each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

8.6  Waivers and Amendments; Non-Contractual Remedies; Preservation of Remedies.
This Agreement may be amended, superseded, canceled, renewed, or extended, and
the terms hereof may be waived, only by a written instrument signed by
authorized representatives of the parties or, in the case of a waiver, by an
authorized representative of the party waiving compliance. No such written
instrument shall be effective unless it expressly recites that it is intended to
amend, supersede, cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms hereof, as the case may be. No delay on the part
of any party in exercising any right, power or privilege shall hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party of
any such right, power or privilege, or any single or partial exercise of any

<PAGE>

such right, power of privilege, preclude any further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may otherwise have at law or in equity. The rights and remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation, warranty, covenant or agreement contained in this
Agreement shall in no way be limited by the fact that the act, omission,
occurrence or other state of facts upon which any claim of any such inaccuracy
or breach is based may also be the subject of any other representation,
warranty, covenant or agreement contained in this Agreement (or in any other
agreement between the parties) as to which there is no inaccuracy or breach.

8.7  Binding Effect; No Assignment, No Third-Party Rights. This Agreement shall
be binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. This Agreement is not assignable without the
prior written consent of each of the parties hereto or by operation of law.

8.8  Further Assurances. Each party shall, at the request of the other party, at
any time and from time to time following the Closing promptly execute and
deliver, or cause to be executed and delivered, to such requesting party all
such further instruments and take all such further action as may be reasonably
necessary or appropriate to carry out the provisions and intents of this
Agreement and of the instruments delivered pursuant to this Agreement.

8.9  Severability of Provisions. If any provision or any portion of any
provision of this Agreement or the application of any such provision or any
portion thereof to any person or circumstance, shall be held invalid or
unenforceable, the remaining portion of such provision and the remaining
provisions of the Agreement, or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than those as to which it is held invalid or unenforceable, shall not be
affected thereby and such provision or portion of any provision as shall have
been held invalid or unenforceable shall be deemed limited or modified to the
extent necessary to make it valid and enforceable, in no event shall this
Agreement be rendered void or unenforceable.

8.10 Captions. All section titles or captions contained in this Agreement are
for convenience only, shall not be deemed a part of this Agreement and shall not
affect the meaning or interpretation of this Agreement. All references herein to
sections shall be deemed references to such parts of this Agreement, unless the
context shall otherwise require.

<PAGE>

8.11 Expenses. Except as otherwise expressly provided in this Agreement, whether
or not the Closing occurs, each party hereto shall pay its own expenses
incidental to the preparation of this Agreement, the carrying out of the
provisions hereof and the consummation of the transactions contemplated.

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

Moonlight Graham Inc.


By:_______________________________________
       President


Denm Group,LLC


By:_______________________________________
       Debbie Lebovitz
       President