AGREEMENT
      FOR PURCHASE AND SALE OF ASSETS

     

    by
      and between

     

    BBM
      HOLDINGS, INC. 

    (“Buyer”)

     

    and

     

    SHALOM
      HIRSCHMAN 

    (“Seller”)

     

    November
      12, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    

      
        	
                ARTICLE
                  1 DEFINITIONS

              	
                1

              
	 	 
	
                ARTICLE
                  2 PURCHASE AND SALE OF ASSETS

              	
                4

              
	
                2.1.

              	
                Sale
                  And Transfer Of Assets

              	
                4

              
	
                2.2.

              	
                Excluded
                  Liabilities

              	
                4

              
	
                2.3.

              	
                Consideration
                  From Buyer.

              	
                5

              
	
                 

              	 	 
	
                ARTICLE
                  3 REPRESENTATIONS AND WARRANTIES OF SELLER

              	
                5

              
	
                3.1.

              	
                Binding
                  Obligation

              	
                5

              
	
                3.2.

              	
                Noncontravention

              	
                5

              
	
                3.3.

              	
                Intellectual
                  Property.

              	
                5

              
	
                3.4.

              	
                Other
                  Intangible Assets

              	
                6

              
	
                3.5.

              	
                Title
                  to Assets; Sufficiency of Assets

              	
                6

              
	
                3.6.

              	
                Litigation

              	
                6

              
	
                3.7.

              	
                Tax
                  Matters.

              	
                7

              
	
                3.8.

              	
                Legal
                  Compliance

              	
                7

              
	
                3.9.

              	
                Brokers’
                  Fees

              	
                7

              
	
                3.10.

              	
                Full
                  Disclosure

              	
                7

              
	 	 	 
	
                ARTICLE
                  4 BUYER’S WARRANTIES

              	
                7

              
	
                4.1.

              	
                Organization,
                  Standing and Qualification

              	
                7

              
	
                4.2.

              	
                Authority
                  and Consents

              	
                7

              
	
                4.3.

              	
                Binding
                  Obligation

              	
                7

              
	
                4.4.

              	
                Noncontravention

              	
                8

              
	
                4.5.

              	
                Brokers’
                  Fees

              	
                8

              
	 	 	 
	
                ARTICLE
                  5 OBLIGATIONS PRIOR TO CLOSING

              	
                8

              
	
                5.1.

              	
                Pre-Closing
                  Covenants

              	
                8

              
	
                5.2.

              	
                General

              	
                8

              
	
                5.3.

              	
                Operation
                  of Business; Immunomodulator Assets

              	
                8

              
	
                5.4.

              	
                Notice
                  of Developments

              	
                8

              
	 	 	 
	
                ARTICLE
                  6 THE CLOSING

              	
                8

              
	
                6.1.

              	
                Time
                  and Place

              	
                8

              
	
                6.2.

              	
                Conditions
                  to Obligation of Buyer

              	
                9

              
	
                6.3.

              	
                Conditions
                  to Obligation of Seller

              	
                10

              
	
                 

              	 	 
	
                ARTICLE
                  7 TERMINATION

              	
                10

              
	
                7.1.

              	
                Termination
                  of Agreement

              	
                10

              
	
                7.2.

              	
                Effect
                  of Termination

              	
                11

              
	 	 	 
	
                ARTICLE
                  8 OBLIGATIONS AFTER CLOSING

              	
                11

              
	
                8.1.

              	
                Competition

              	
                11

              
	
                8.2.

              	
                Information
                  to be Held in Confidence

              	
                11

              
	
                8.3.

              	
                Further
                  Assurances

              	
                12

              
	 	 	 
	
                ARTICLE
                  9 NATURE AND SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS

              	
                12

              
	
                9.1.

              	
                Survival
                  of Representations and Warranties

              	
                12

              
	
                9.2.

              	
                Indemnification
                  by Seller

              	
                12

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                9.3.

              	
                Indemnification
                  by Buyer

              	
                13

              
	
                9.4.

              	
                Notice
                  of Claim.

              	
                13

              
	
                9.5.

              	
                Procedure.

              	
                13

              
	 	 	 
	
                ARTICLE
                  10 COSTS AND TAXES

              	
                14

              
	
                10.1.

              	
                Costs
                  and Taxes

              	
                14

              
	 	 	 
	
                ARTICLE
                  11 MISCELLANEOUS

              	
                14

              
	
                11.1.

              	
                Effect
                  of Headings

              	
                14

              
	
                11.2.

              	
                Word
                  Usage

              	
                14

              
	
                11.3.

              	
                Entire
                  Agreement; Modification; Waiver

              	
                15

              
	
                11.4.

              	
                Counterparts;
                  Delivery

              	
                15

              
	
                11.5.

              	
                Press
                  Releases and Public Announcements

              	
                15

              
	
                11.6.

              	
                Parties
                  In Interest

              	
                15

              
	
                11.7.

              	
                Assignment

              	
                15

              
	
                11.8.

              	
                Notices

              	
                15

              
	
                11.9.

              	
                Governing
                  Law; Venue

              	
                16

              
	
                11.10.

              	
                Severability

              	
                16

              
	
                11.11.

              	
                Incorporation
                  of Exhibits and Schedules

              	
                17

              
	
                11.12.

              	
                Construction

              	
                17

              
	
                11.13.

              	
                Force
                  Majeure

              	
                17

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGREEMENT
      FOR PURCHASE AND SALE OF ASSETS

     

    This
      Agreement for Purchase and Sale of Assets (“Agreement”)
      is
      made as of November 12, 2008, between BBM Holdings, Inc. (“Buyer”),
      a
      Utah corporation, having its principal office at 1245 Brickyard Road, Salt
      Lake
      City, Utah 84106 and Dr. Shalom Hirschman (“Seller”),
      an
      individual, residing at _____________________. Buyer and Seller are referred
      to
      collectively herein as the “Parties”
and
      individually as a “Party.”

     

    RECITALS

     

    WHEREAS,
      Buyer desires to purchase from Seller and Seller desires to sell to Buyer,
      on
      the terms and subject to the conditions of this Agreement, all of the
      Immunomodulator Assets (as defined below) of Seller in exchange for the issuance
      of a Warrant to Buyer described in this Agreement; 

     

    NOW,
      THEREFORE, in consideration of the mutual covenants, agreements,
      representations, and warranties contained in this Agreement, the parties agree
      as follows:

     

    AGREEMENT

     

    ARTICLE
      1 DEFINITIONS

     

    As
      used
      in this Agreement, the following defined terms have the following
      meanings:

     

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

     

    “Ancillary
      Documents”
means
      the Bill of Sale, the Consulting Agreement, the Invention Assignment and
      Non-Competition Agreement, the Registration Rights Agreement, the Warrant and
      all other documentation necessary to facilitate the transfer of the
      Immunomodulator Assets to Buyer.

     

    “Bill
      of Sale”
means
      the bill of sale providing for the transfer of the Immunomodulator Assets dated
      the Closing Date, in substantially the form attached hereto as Exhibit
      A,
      duly
      executed by Seller.

     

    “Buyer
      Indemnitees”
has
      the
      meaning set forth in Section 9.2 below.

     

    “Buyer
      Material Adverse Effect”
shall
      mean any change, effect, event, circumstance, occurrence or state of facts
      that
      materially impairs the ability of Buyer to consummate the transactions
      contemplated by this Agreement or perform its obligations
      hereunder.

     

    “Cash
      Payment”
has
      the
      meaning set forth in Section 2.3 below.

     

    “Claiming
      Party”
has
      the
      meaning set forth in Section 9.4 below.

     

    “Closing”
has
      the
      meaning set forth in Section 6.1 below.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Closing
      Date”
has
      the
      meaning set forth in Section 6.1 below.

     

    “Consulting
      Agreement”
means
      the consulting agreement by and between Buyer and Seller dated the Closing
      Date,
      in substantially the form attached hereto as Exhibit
      B,
      duly
      executed by Buyer and Seller.

     

    “Contaminant”
means
      any substance regulated under any Environmental Law as a pollutant, hazardous
      substance or toxic waste. 

     

    “Damages”
has
      the
      meaning set forth in Section 9.2 below.

     

    “Encumbrance”
means
      any lien, pledge, hypothecation, charge, mortgage, deed of trust, security
      interest, encumbrance, claim, infringement, option, right of first refusal,
      preemptive right, community property interest, or restriction of any nature
      on
      any asset.

     

    “Environmental
      Law”
means
      any law, statute, regulation, rule or order of, or administered or enforced
      by,
      a Governmental Authority which is related to or otherwise imposes liability
      or
      standards of conduct concerning discharges, releases or threatened releases
      of
      Contaminants into ambient air, water or land, or otherwise relating to the
      manufacture, processing, generation, distribution, use, treatment, storage,
      disposal, cleanup, transport or handling of Contaminants.

     

    “Excluded
      Liabilities”
has
      the
      meaning set forth in Section 2.2 below.

     

    “Governmental
      Authority”
means
      any nation or government, any state or other political subdivision thereof,
      any
      regulatory agency or body and any entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to
      government.

     

    “Immunomodulator
      Assets”
means
      Intellectual Property, technology and other assets of Seller relating to
      Immunomodulators, including without limitation the Immunomodulator Technology,
      the Immunomodulator IP Assets identified on Schedule
      3.3
      hereto,
      and all assets and technology listed on Schedule
      1(b),
      and
      intangible assets listed on Schedule
      3.4,
      whether
      tangible, intangible, real, personal, or mixed, and wherever located.


     

    “Immunomodulator
      IP Assets”
has
      the
      meaning set forth in Section 3.5 below, and includes the assets identified
      on
Schedule
      3.3
      hereto.

     

    “Immunomodulator
      Technology”
means
      any ideas, disclosures, or inventions for interactive lighting technology
      including related software, hardware, power supplies, circuitry, panels,
      assembly tools, methods, and techniques, any technology related to or developed
      in part for object sensing including software, hardware, power supplies,
      circuitry, panels, assembly tools, methods, and techniques, and any technology
      related to or developed in part for electroluminescence including software,
      hardware, power supplies, circuitry, panels, assembly tools, methods, and
      techniques.

     

    “Immunomodulators”
has
      the
      meaning set forth on Schedule
      1(a).

     

    “Indemnitee”
shall
      mean a Buyer Indemnitee or Seller Indemnitee, as the case may be.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Indemnitor”
has
      the
      meaning set forth in Section 9.4 below.

     

    “Intellectual
      Property”
means,
      all of the following in any jurisdiction throughout the world: (a) all
      inventions and designs (whether patentable or unpatentable and whether or not
      reduced to practice), all improvements thereto, and all patents, patent
      applications, and patent disclosures, together with all reissuances,
      continuations, continuations-in-part, revisions, extensions, and re-examinations
      thereof, (b) all registered and unregistered trademarks, service marks, trade
      dress, logos, slogans, trade names, corporate names, Internet domain names
      and
      rights in telephone numbers, together with all translations, adaptations,
      derivations, and combinations thereof and including all goodwill associated
      therewith, and all applications, registrations, and renewals in connection
      therewith, (c) all copyrightable works, all copyrights, and all applications,
      registrations, and renewals in connection therewith, (d) all mask works and
      all
      applications, registrations, and renewals in connection therewith, (e) all
      trade
      secrets and confidential business information (including ideas, research and
      development, know-how, formulas, compositions, manufacturing and production
      processes and techniques, technical data, designs, drawings, specifications,
      customer and supplier lists, pricing and cost information, and business and
      marketing plans and proposals), (f) all computer software (including source
      code, executable code, data, databases and related documentation), (g) all
      advertising and promotional materials, (h) all other proprietary rights, (i)
      all
      copies and tangible embodiments thereof (in whatever form or medium), and (j)
      all rights to sue or make any claims for any past, present, or future
      misappropriation or unauthorized use of any of the foregoing rights and the
      right to receive income, royalties, damages, or payments that are now or will
      later become due with regard to the foregoing rights.

     

    “Invention
      Assignment and Non-Competition Agreement”
means
      the invention assignment and non-competition between Buyer and Seller dated
      the
      Closing Date, in substantially the form attached hereto as Exhibit
      C,
      duly
      executed by Buyer and Seller.

     

    “Ordinary
      Course of Business”
means
      the ordinary course of business consistent with past custom and
      practice.

     

    “Parties”
and
      “Party”
have
      the meanings set forth in the preamble above.

     

    “Person”
means
      any individual, corporation, joint venture, partnership, estate, trust, company
      (including any limited liability company), firm, other enterprise, association,
      organization, or Governmental Authority.

     

    “Proceeding”
means
      any claim, action, suit, investigation, or administrative or other proceeding
      before any Governmental Authority or any arbitration or mediation.

     

    “Purchase
      Price”
has
      the
      meaning set forth in Section 2.3 below.

     

    “Registration
      Rights Agreement”
means
      the registration rights agreement, between Buyer and Seller, dated the Closing
      Date in substantially the form attached hereto as Exhibit
      D,
      duly
      executed by Buyer and Seller.

     

    “Seller
      Indemnitees”
has
      the
      meaning set forth in Section 9.3 below.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Seller
      Material Adverse Effect”
shall
      mean any change, effect, event, circumstance, occurrence or state of facts
      that
      (a) causes a diminution in the value of the between Immunomodulator Assets,
      individually or in the aggregate, of more than ten thousand US dollars (US
      $10,000), regardless of whether covered by insurance, or (b) materially impairs
      the ability of Seller to consummate the transactions contemplated by this
      Agreement or perform its obligations hereunder or under any Ancillary Document.
      

     

    “Seller’s
      Knowledge”
means
      (i) the actual knowledge of Dr. Shalom Hirschman and (ii) knowledge that could
      be obtained after reasonable inquiry and investigation of the matter in
      question.

     

    “Tax”
or
      “Taxes”
means
      taxes of any kind payable to any federal, state, local or foreign taxing
      authority, including, without limitation, (a) income, gross receipts, ad
      valorem, value added, sales, use, service, franchise, profits, real or personal
      property, capital stock, license, payroll, withholding, employment, social
      security, workers compensation, unemployment compensation, utility, severance,
      production, excise, stamp, occupation, premium, windfall profits, transfer
      and
      gains taxes, (b) customs duties, imposts, charges, levies, or other assessments
      of any kind, (c) interest, penalties, and additions to tax imposed with respect
      to the above taxes, and (d) any damages, costs, expenses, fees or other
      liability arising from such Tax or Taxes.

     

    “Third
      Party Claim”
has
      the
      meaning set forth in Section 9.4 below.

     

    “Warrant”
means
      a
      warrant issued by Buyer to Seller exercisable from the Closing Date through
      the
      fifth anniversary thereof, for up to 5,000,000 shares of common stock, $.0001
      par value per share, of Buyer at an exercise price of $0.50, in substantially
      the form attached hereto as Exhibit
      E,
      duly
      executed by Buyer.

     

    ARTICLE
      2 PURCHASE
      AND SALE OF ASSETS

     

    2.1. Sale
      And Transfer Of Assets.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing, Seller
      will sell, convey, transfer, assign, and deliver to Buyer, and Buyer will
      purchase from Seller, all Seller’s rights and title to, and interest in, the
      Immunomodulator Assets, free and clear of all Encumbrances. 

     

    2.2. Excluded
      Liabilities.
      All
      liabilities of Seller (the “Excluded
      Liabilities”),
      whether arising prior to or after the Closing Date, shall be retained by and
      remain obligations of Seller, and Buyer shall not assume any Excluded
      Liabilities. In furtherance and not in limitation of the foregoing, the Excluded
      Liabilities include, but are not limited to: (i) any liability or obligation
      of
      Seller incurred under or in connection with this Agreement, (ii) any liability
      or obligation for borrowings or other indebtedness incurred by Seller, (iii)
      Seller’s accounts payable, (iv) any liability or obligation of Seller under to
      employees of Seller; (v) any liability or obligation arising out of any action,
      suit or proceeding against Seller (including any infringement action) whether
      or
      not pending on the Closing Date, (vi) any liability or obligation of Seller
      arising out of or relating to Environmental Laws or Contaminants, (vii) any
      and
      all Taxes of Seller, and (viii) any liability or obligation of Seller arising
      out of or related to the Immunomodulator Assets.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.3. Consideration
      From Buyer.
      At the
      Closing, as full payment for the transfer of the Immunomodulator Assets to
      Buyer, Buyer shall deliver to Seller the Warrant (the “Purchase
      Price”).

     

    ARTICLE
      3 REPRESENTATIONS
      AND WARRANTIES OF SELLER 

     

    Seller
      represents and warrants to Buyer, subject to the disclosure schedules annexed
      hereto, as follows as of the date hereof and as of the Closing
      Date:

     

    3.1. Binding
      Obligation.
      This
      Agreement and the Ancillary Documents constitute valid and binding obligations
      of Seller, enforceable by Buyer against Seller in accordance with their
      respective terms.

     

    3.2. Noncontravention.
      Neither
      the execution and the delivery of this Agreement and the Ancillary Documents,
      nor the consummation of the transactions contemplated hereby or thereby will
      (i)
      violate any constitution, statute, regulation, rule, injunction, judgment,
      order, decree, ruling, charge, or other restriction of any Governmental
      Authority to which Seller is subject or any provision of the charter or bylaws
      of Seller or (ii) conflict with, result in a breach of, constitute a default
      under, result in the acceleration of, create in any Person the right to
      accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to which
      Seller is a party or by which it is bound or to which any of its assets is
      subject (or result in the imposition of any Encumbrance upon any of its assets).
      Seller is not required to give any notice to, make any filing with, or obtain
      any authorization, consent, or approval of any Person in order to consummate
      the
      transactions contemplated by this Agreement and the Ancillary
      Documents.

     

    3.3. Intellectual
      Property.

     

    (a) Seller
      owns all Intellectual Property included in the Immunomodulator Assets (the
      “Immunomodulator
      IP Assets”)
      free
      and clear of any Encumbrances, and none of the Immunomodulator IP Assets are
      subject to any third party license, agreement or other permission. The
      Immunomodulator IP Assets constitute all Intellectual Property owned by Seller
      and used at any time by Seller or which Seller has a right to use in connection
      with Immunomodulators.

     

    (b) The
      use
      of the Immunomodulator IP Assets by Seller does not infringe on, misappropriate,
      or otherwise conflict with any Intellectual Property right of any third party
      and no third party has asserted or threatened to assert against Seller any
      claim
      of infringement or misappropriation of any Intellectual Property rights. Seller
      has the full right to transfer to Buyer the Immunomodulator IP Assets at the
      Closing, and the transfer of the Immunomodulator IP Assets to Buyer will not
      infringe on any Intellectual Property right of any third party. No third party
      has interfered with, infringed on, or misappropriated any Intellectual Property
      rights of Seller in the Immunomodulator IP Assets.

     

    (c) Schedule
      3.3
      identifies all of the following Immunomodulator IP Assets: (i) each patent,
      copyright, mask work, trademark, or service mark (or registration of such)
      that
      has been granted or registered and issued to Seller in any jurisdiction, (ii)
      each pending patent application and each application for registration of a
      copyright, mask work, trademark, service mark, or similar right that Seller
      has
      made in any jurisdiction together with all associated filing or serial numbers,
      (iii) all unregistered copyrights, (iv) all unregistered trademarks, trade
      names, or service marks used by Seller, and (v) ideas and disclosures related
      to
      Immunomodulator Technology. Seller has not granted any license or other
      permission in the Immunomodulator IP Assets to any third party. Seller has
      delivered to Buyer true, correct, and complete copies of all registrations,
      applications, licenses, agreements, and permissions related to the
      Immunomodulator IP Assets. For each of the Immunomodulator IP Assets identified
      on Schedule
      3.3:
      (i)
      Seller possesses all right and title to, and interest in, such assets free
      and
      clear of any Encumbrance; (ii) such assets are not subject to any outstanding
      judgment, order, or charge; and (iii) no proceeding is pending or, to Seller’s
      Knowledge, threatened that challenges the legality, validity, enforceability,
      use, or ownership of such assets.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (d) All
      employees, contractors, and consultants of Seller or any other third parties
      who
      have been involved in the development of any Immunomodulator IP Assets, have
      executed invention assignment and confidentiality agreements in the form
      delivered to Buyer’s counsel, and all employees and consultants of Seller who
      have access to confidential information or trade secrets related to or
      comprising the Immunomodulator IP Assets have executed appropriate nondisclosure
      agreements in the form delivered to Buyer’s counsel. Seller has taken reasonable
      steps, consistent with industry standards, to protect the secrecy and
      confidentiality of all of the Immunomodulator IP Assets. To Seller’s Knowledge,
      no third party is in possession of any confidential information pertaining
      to
      any of the Immunomodulator IP Assets, except under a written confidentiality
      agreement in a form disclosed in writing to Buyer.

     

    3.4. Other
      Intangible Assets.
      Schedule
      3.4
      to this
      Agreement is a complete and accurate list of all intangible assets, other than
      those specifically referred to elsewhere in this Agreement, relating to or
      included in the Immunomodulator Assets.

     

    3.5. Title
      to Assets; Sufficiency of Assets.
      Seller
      has good and marketable title to all of the Immunomodulator Assets and
      Immunomodulator Technology, whether real, personal, mixed, tangible, or
      intangible. All of the Immunomodulator Assets are owned by Seller free and
      clear
      of any Encumbrances. At the Closing, Buyer shall acquire good and marketable
      title to all of the Immunomodulator Assets, whether real, personal, mixed,
      tangible, or intangible. The Immunomodulator Assets constitute all of the
      assets, rights and properties of Seller owned or used or held for use
      exclusively or primarily in connection with Immunomodulators and constitute
      all
      the assets, rights and properties necessary for the lawful conduct of the
      Immunomodulators business in a manner consistent with such activities as
      heretofore conducted by Seller. All of the tangible assets, property and
      equipment included in the Immunomodulator Assets are described in Schedule
      2.1(a),
      are in
      good operating condition, reasonable wear and tear excepted, and are in
      compliance with all applicable laws.

     

    3.6. Litigation.
      (i)
      There is no pending or threatened Proceeding against Seller concerning or
      relating to the Immunomodulator Assets or any of Seller’s Intellectual Property,
      (ii) there is not pending against Seller, any judgment, order, writ, injunction,
      or decree of any federal, state, local, or foreign Governmental Authority
      concerning or relating to the Immunomodulator Assets, and (iii) Seller is not
      in
      default with respect to, nor has an event occurred that, with notice, lapse
      of
      time, or both, would be a default under, any judgment, order, writ, injunction,
      or decree of any federal, state, local, or foreign court, or Governmental
      Authority with respect to the Immunomodulator Assets.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    3.7. Tax
      Matters.

     

    (a) Seller
      has timely paid or will timely pay all Taxes due prior to the Closing, including
      all Taxes shown as due on all Tax Returns and all estimated Tax payments due
      on
      or before the Closing Date and has filed all Tax Returns that it was required
      to
      file, and has paid all Taxes shown thereon as owing.

     

    (b) None
      of
      Seller’s Tax Returns have been audited by the relevant taxing authorities. To
      Seller’s Knowledge, no audit or examination, or claim or proposed assessment, by
      any taxing authority is pending or threatened against Seller.

     

    (c) Seller
      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.

     

    (d) Seller
      is
      not a party to any Tax allocation or sharing agreement.

     

    3.8. Legal
      Compliance.
      Seller
      has complied in all material respects with all applicable laws (including rules,
      regulations, codes, injunctions, judgments, orders, decrees, and rulings
      thereunder) of Governmental Authorities. 

     

    3.9. Brokers’
      Fees.
      Seller
      has no liability or obligation to pay any fees or commissions to any broker,
      finder, or agent with respect to the transactions contemplated by this Agreement
      for which Buyer could become liable or obligated. 

     

    3.10. Full
      Disclosure.
      None of
      the representations and warranties made by Seller in this Agreement (including
      the Schedules to this Agreement) contains any untrue statement of a material
      fact, or omits to state a material fact necessary to prevent the statements
      from
      being misleading.

     

    ARTICLE
      4 BUYER’S
      WARRANTIES

     

    Buyer
      represents and warrants to Seller, as follows as of the date hereof and as
      of
      the Closing Date:

     

    4.1. Organization,
      Standing and Qualification.
      Buyer
      is a corporation duly organized, existing, and in good standing under the laws
      of Utah. 

     

    4.2. Authority
      and Consents.
      Buyer
      has the corporate power and authority to execute and deliver this Agreement
      and
      the Ancillary Documents and to perform its obligations hereunder and thereunder.
      The execution, delivery, and performance of this Agreement and the Ancillary
      Documents by Buyer and the consummation of the transactions contemplated have
      been duly authorized by all necessary corporate action on the part of
      Buyer.

     

    4.3. Binding
      Obligation.
      This
      Agreement and the Ancillary Documents constitute valid and binding obligations
      of Buyer, enforceable by Seller against Buyer in accordance with their
      respective terms.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    4.4. Noncontravention.
      Neither
      the execution and the delivery of each of this Agreement and the Ancillary
      Documents, nor the consummation of the transactions contemplated hereby or
      thereby will (i) violate any constitution, statute, regulation, rule,
      injunction, judgment, order, decree, ruling, charge, or other restriction of
      any
      Governmental Authority to which Buyer is subject or any provision of the charter
      or bylaws of Buyer or (ii) conflict with, result in a breach of, constitute
      a
      default under, result in the acceleration of, create in any Person the right
      to
      accelerate, terminate, modify, or cancel, or require any notice under any
      agreement, contract, lease, license, instrument, or other arrangement to which
      Buyer is a party or by which it is bound or to which any of its assets is
      subject (or result in the imposition of any Encumbrance upon any of its assets).
      Buyer is not required to give any notice to, make any filing with, or obtain
      any
      authorization, consent, or approval of any Person in order to consummate the
      transactions contemplated by this Agreement and the Ancillary
      Documents. 

     

    4.5. Brokers’
      Fees.
      Buyer
      has no liability or obligation to pay any fees or commissions to any broker,
      finder, or agent with respect to the transactions contemplated by this Agreement
      for which Seller could become liable or obligated.

     

    ARTICLE
      5 OBLIGATIONS PRIOR TO CLOSING

     

    5.1. Pre-Closing
      Covenants.
      The
      Parties agree as follows with respect to the period between the execution of
      this Agreement and the Closing.

     

    5.2. General.
      Each of
      the Parties will use its reasonable best efforts to take all actions and to
      do
      all things necessary, proper, or advisable in order to consummate and make
      effective the transactions contemplated by this Agreement and the Ancillary
      Documents (including satisfaction, but not waiver, of the closing conditions
      set
      forth in Article 6 below).

     

    5.3. Operation
      of Business; Immunomodulator Assets.
      Seller
      will conduct its business in the Ordinary Course of Business and in compliance
      in all material respects with all applicable laws and shall use commercially
      reasonable efforts to preserve the goodwill associated with the Immunomodulators
      business and maintain satisfactory relations with those having business
      relationships with Seller. Seller shall not sell, lease or transfer any of
      the
      Immunomodulator Assets, subject any of the Immunomodulator Assets to any
      Encumbrance or grant any rights to or under any of the Immunomodulator IP
      Assets.

     

    5.4. Notice
      of Developments.
      Each
      Party will give prompt written notice to the other Party of any development
      causing a breach of any of its own representations and warranties in Section
      3
      or Section 4 above, as the case may be. No disclosure by any Party pursuant
      to
      this Section 5.4, however, shall be deemed to amend or supplement any disclosure
      schedule or to prevent or cure any misrepresentation or breach of
      warranty.

     

    ARTICLE
      6 THE
      CLOSING

     

    6.1. Time
      and Place.
      The
      sale and transfer of the Immunomodulator Assets by Seller to Buyer (the
“Closing”)
      shall
      take place at the offices of Buyer, 1245 Brickyard Road, Salt Lake City, Utah
      84106, on January 13, 2009 or such other date as the parties may mutually agree
      (the “Closing
      Date”);
      provided, however, that the Closing Date shall be no later than January 13,
      2009. 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    6.2. Conditions
      to Obligation of Buyer.
      The
      obligation of Buyer to consummate the transactions to be performed by it in
      connection with the Closing is subject to satisfaction of the following
      conditions:

     

    (a) the
      representations and warranties set forth in Section 3 above shall be true and
      correct at and as of the Closing Date;

     

    (b) Seller
      shall have performed and complied with all of its covenants hereunder through
      the Closing;

     

    (c) there
      shall not be any injunction, judgment, order, decree or ruling in effect
      preventing consummation of any of the transactions contemplated by this
      Agreement; nor shall there be any action taken, or any statute, rule, regulation
      or order enacted, entered, enforced or deemed applicable to the transactions
      contemplated hereby which makes the consummation of such transactions illegal
      or
      that has had, or is reasonably likely to have, a Seller Material Adverse
      Effect;

     

    (d) Seller
      shall have delivered to Buyer a certificate to the effect that each of the
      conditions specified above in Section 6.2(a) through (c) is satisfied in all
      respects;

     

    (e) Seller
      shall have delivered or caused to be delivered to Buyer:

     

    (i) the
      Bill
      of Sale;

     

    (ii) the
      Consulting Agreement;

     

    (iii) the
      Invention Assignment and Non-Compete Agreement;

     

    (iv) the
      Registration Rights Agreement; 

     

    (v) the
      Warrant; and

     

    (vi) copies
      of
      written consents or minutes of meetings of the board of directors and the
      shareholders of Seller, certified by an officer of Seller, authorizing and
      approving Seller’s execution and delivery of, and the performance of its
      obligations under, this Agreement and the Ancillary Documents, and the
      transactions contemplated hereunder (including the sale of the Immunomodulator
      Assets to Buyer under this Agreement); 

     

    (f) simultaneously
      with the consummation of the transfer, Seller, through its officers, agents,
      and
      employees, shall put Buyer into full possession and enjoyment of all the
      Immunomodulator Assets to be conveyed and transferred by this Agreement;


     

    (g) all
      actions to be taken by Seller in connection with consummation of the
      transactions contemplated hereby and all certificates, instruments, and other
      documents required to effect the transactions contemplated hereby will be
      reasonably satisfactory in form and substance to Buyer; and

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (h) Buyer
      shall have completed its due diligence review within a period of sixty (60)
      days
      following the date of this Agreement and based upon its due diligence findings
      at such time, has not delivered notice of termination pursuant to Section
      7.1(c).

     

    Buyer
      may
      waive any condition specified in this Section 6.2 if it executes a writing
      so
      stating at or prior to the Closing.

     

    6.3. Conditions
      to Obligation of Seller.
      The
      obligation of Seller to consummate the transactions to be performed by it in
      connection with the Closing is subject to satisfaction of the following
      conditions:

     

    (a) the
      representations and warranties set forth in Section 4 above shall be true and
      correct at and as of the Closing Date;

     

    (b) Buyer
      shall have performed and complied with all of its covenants hereunder through
      the Closing;

     

    (c) there
      shall not be any injunction, judgment, order, decree or ruling in effect
      preventing consummation of any of the transactions contemplated by this
      Agreement; nor shall there be any action taken, or any statute, rule, regulation
      or order enacted, entered, enforced or deemed applicable to the transactions
      contemplated hereby which makes the consummation of such transactions illegal
      or
      that has had, or is reasonably likely to have, a Buyer Material Adverse
      Effect;

     

    (d) Buyer
      shall have delivered to Seller a certificate to the effect that each of the
      conditions specified above in Section 6.3(a) through (c) is satisfied in all
      respects;

     

    (e) Buyer
      shall have delivered or caused to be delivered to Seller:

     

    (i) the
      Bill
      of Sale;

     

    (ii) the
      Consulting Agreement;

     

    (iii) the
      Invention Assignment and Non- Compete Agreement;

     

    (iv) the
      Registration Rights Agreement; 

     

    (v) the
      Warrant; and

     

    (f) all
      actions to be taken by Buyer in connection with consummation of the transactions
      contemplated hereby and all certificates, instruments, and other documents
      required to effect the transactions contemplated hereby will be reasonably
      satisfactory in form and substance to Seller.

     

    ARTICLE
      7 TERMINATION

     

    7.1. Termination
      of Agreement.
      This
      Agreement may be terminated prior to the Closing as provided below:

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (a) Buyer
      and
      Seller may terminate this Agreement by mutual written consent at any time prior
      to the Closing;

     

    (b) Buyer
      may
      terminate this Agreement by giving written notice to Seller at any time prior
      to
      the Closing (A) in the event Seller has breached any representation, warranty,
      or covenant contained in this Agreement in any material respect, Buyer has
      notified Seller of the breach, and the breach has continued without cure for
      a
      period of five days after the notice of breach or (B) if the Closing shall
      not
      have occurred on or before January 13, 2009, by reason of the failure of any
      condition precedent under Section 6.2 hereof (unless the failure results
      primarily from Buyer itself breaching any representation, warranty, or covenant
      contained in this Agreement); and

     

    (c) Buyer
      may
      terminate this Agreement at any time for any reason or no reason, at its sole
      and absolute discretion, within sixty (60) days of the date of this Agreement
      upon written notice to Seller. Each of the Parties hereby acknowledges that
      it
      is Buyer’s intention to conduct a due diligence inquiry with respect to the
      Immunomodulator Assets and Buyer’s ownership of such Assets within sixty (60)
      days of the date of this Agreement.

     

    (d) Seller
      may terminate this Agreement by giving written notice to Buyer at any time
      prior
      to the Closing (A) in the event Buyer has breached any representation, warranty,
      or covenant contained in this Agreement in any material respect, Seller has
      notified Buyer of the breach, and the breach has continued without cure for
      a
      period of five days after the notice of breach or (B) if the Closing shall
      not
      have occurred on or before Termination Date, by reason of the failure of any
      condition precedent under Section 6.3 hereof (unless the failure results
      primarily from Seller itself breaching any representation, warranty, or covenant
      contained in this Agreement).

     

    7.2. Effect
      of Termination.
      If
      either Party terminates this Agreement pursuant to Section 7.1 above, this
      Agreement shall immediately become void and have no effect and there shall
      be no
      liability or obligation on the part of Buyer, Seller or their respective
      officers, directors, stockholders or Affiliates, except for any liability of
      any
      Party then in breach. 

     

    ARTICLE
      8 OBLIGATIONS
      AFTER CLOSING

     

    8.1. Competition.
      In
      consideration for the payment by Buyer of the Purchase Price, to be made on
      the
      Closing, Seller will not, at any time within the three (3) year period
      immediately following the Closing, directly or indirectly engage in, or have
      any
      interest in any Person (whether as an employee, officer, director, agent,
      security holder, creditor, consultant, or otherwise) that engages in, any
      activity worldwide that is the same as, similar to, or competitive with
      Immunomodulators. Seller acknowledges that Buyer and its affiliates, successors
      or assignees, may market and sell the Immunomodulator Assets and products
      incorporating the Immunomodulator Assets worldwide and accordingly that is
      a
      reasonable territory for this restriction on competition. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    8.2. Information
      to be Held in Confidence.
      From
      and after the Closing, Seller and its respective officers, directors, and other
      representatives will each hold in strict confidence all information of a
      confidential nature and not generally known to the public with respect to the
      Immunomodulator Assets, except when disclosure of such information is required
      by law or legal process. If Seller believes that such disclosure is required,
      it
      will give Buyer advance notice of the disclosure and the basis for it, and
      permit Buyer a reasonable opportunity to eliminate the need for or to narrow
      such disclosure. In addition, Seller will not use to the detriment of Buyer
      or
      for the benefit of any other Person, or misuse in any way, any confidential
      information or trade secrets related to or included in the Immunomodulator
      Assets. 

     

    8.3. Further
      Assurances.
      Seller,
      at any time on or after the Closing, will execute, acknowledge, and deliver
      any
      further deeds, assignments, conveyances, and other assurances, documents, and
      instruments of transfer, reasonably requested by Buyer, and will take any other
      action consistent with the terms of this Agreement that may reasonably be
      requested by Buyer for the purpose of assigning, transferring, granting,
      conveying, and confirming to Buyer, or reducing to possession, any or all
      property (tangible and intangible) to be conveyed and transferred under this
      Agreement. If requested by Buyer, Seller will prosecute or otherwise enforce
      in
      its own name for the benefit and under the direction of Buyer, any claims,
      rights, or benefits that are transferred to Buyer under this Agreement and
      that
      require prosecution or enforcement in Seller’s name.

     

    ARTICLE
      9 NATURE
      AND SURVIVAL OF REPRESENTATIONS 

    AND
      OBLIGATIONS

     

    9.1. Survival
      of Representations and Warranties.
      The
      representations and warranties of the parties and any related causes of action
      will survive the Closing until 5:00 p.m. New York time on the third anniversary
      following the Closing, except (i) those representations and warranties made
      by
      Seller in Section 3.7 (Tax Matters), which representations and warranties and
      any related causes of action shall survive the Closing until 5:00 p.m. New
      York
      time on the fifth anniversary following the Closing and (ii) those
      representation and warranties made by Seller in Sections 3.3 (Intellectual
      Property) and 3.5 (Title to Assets; Sufficiency of Assets), which
      representations and warranties and any related causes of action shall survive
      the Closing forever. All covenants and agreements set forth in this Agreement
      and any Ancillary Document that are to be performed following the Closing Date
      shall survive the Closing and continue in full force and effect until such
      covenants and agreements are performed in accordance with the terms of this
      Agreement and such Ancillary Document.

     

    9.2. Indemnification
      by Seller.
      Seller
      will indemnify and hold harmless Buyer, its affiliates, successors and assigns,
      and their respective shareholders, directors, officers, employees, agents or
      other Affiliates (“Buyer
      Indemnitees”)
      for
      any loss, liability, claim, damage, expense, cost (including, without
      limitation, costs of investigation and defense and reasonable fees and expenses
      of counsel and other experts) or diminution of value, whether or not involving
      a
      third-party claim (collectively, “Damages”),
      arising from or in connection with: 

     

    (a) any
      breach of any representation or warranty made by Seller in this Agreement
      (including the Schedules to this Agreement); 

     

    (b) any
      breach of any covenant or obligation of Seller in this Agreement (including
      the
      Schedules to this Agreement); and

     

    (c) the
      Excluded Liabilities.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    In
      furtherance and not in limitation of the foregoing rights to indemnity and
      in
      addition to any remedies Buyer may have under this Agreement against Seller,
      if
      Buyer is entitled to any indemnification or other payment from Seller under
      this
      Agreement, Buyer may assign such right to any successor or assign.

     

    9.3. Indemnification
      by Buyer.
      Buyer
      will indemnify and hold harmless Seller and its shareholders, directors,
      officers, employees, agents or other Affiliates (“Seller
      Indemnitees”)
      for
      any Damages arising from or in connection with:

     

    (a) any
      breach of any representation or warranty made by Buyer in this Agreement;
      and

     

    (b) any
      breach of any covenant or obligation of Buyer in this Agreement.

     

    9.4. Notice
      of
      Claim. 

     

    (a) If
      any
      Person other than a Seller Indemnitee or a Buyer Indemnitee commences litigation
      or asserts a demand (a “Third-Party
      Claim”)
      against a Party (“Claiming
      Party”)
      to the
      Agreement, in respect of which the Claiming Party proposes to demand
      indemnification hereunder, the Claiming Party shall provide written notice
      to
      the Party from whom indemnification is sought (the “Indemnitor”)
      within
      fifteen (15) days of the Claiming Party becoming aware of such Third-Party
      Claim.

     

    (b) If
      the
      Claiming Party should have a claim against the Indemnitor that is not a
      Third-Party Claim, the Claiming Party shall deliver a written notice thereof
      as
      promptly as practicable to the Indemnitor specifying the nature and specific
      basis for the claim and, to the extent then determinable, the amount or the
      estimated amount of the claim.

     

    (c) Notwithstanding
      anything contained in this Section, the failure by the Claiming Party to timely
      notify the Indemnitor of a Third-Party Claim does not relieve the Indemnitor
      of
      any indemnification responsibility under this Article 9 unless and only to
      the
      extent that such failure adversely prejudices the ability of the Indemnitor
      to
      defend such claim. 

     

    9.5. Procedure.

     

    (a) Promptly
      after receipt by the Indemnitor of written notice pursuant to Section 9.4 of
      the
      assertion or the commencement of any Third-Party Claim with respect to any
      matter referred to in Sections 9.2 and 9.3 hereof, the Indemnitor shall be
      entitled to assume the defense thereof, by giving written notice of its
      intention to do so to the Indemnitee within twenty (20) days after receipt
      of
      the notice described in Section 9.4(a), with counsel reasonably satisfactory
      to
      the Indemnitee at the Indemnitor’s expense.

     

    (b) If
      the
      Indemnitor shall assume the defense of such Third-Party Claim, it shall not
      settle such Third-Party Claim unless such settlement (i) includes as an
      unconditional term thereof the giving by the claimant or the plaintiff of a
      release of the Indemnitee, reasonably satisfactory to the Indemnitee, from
      all
      liability with respect to such Third-Party Claim and (ii) does not impose
      injunctive or other equitable relief on the Indemnitee. Notwithstanding the
      assumption by the Indemnitor of the defense of any Third-Party Claim as provided
      in this subsection, the Indemnitee shall be permitted to join in the defense
      of
      such Third-Party Claim and to employ counsel at its own expense. If requested
      by
      the Indemnitor, the Indemnitee shall cooperate, at the sole expense of the
      Indemnitor, with the Indemnitor and its counsel in contesting the Third-Party
      Claim or, if appropriate, in asserting any counterclaims or
      cross-claims.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (c) If
      the
      Indemnitor shall fail to notify the Indemnitee of its desire to assume the
      defense of any such Third-Party Claim within the prescribed period of time,
      or
      shall notify the Indemnitee that it will not assume the defense of any such
      Third-Party Claim, then the Indemnitee may assume the defense of any such
      Third-Party Claim at the Indemnitor’s expense, in which event it may do so in
      such manner as it may reasonably deem appropriate. The Indemnitee shall not
      settle any Third-Party Claim without the prior written consent of the
      Indemnitor, which consent shall not be unreasonably withheld. The Indemnitor
      shall be permitted to join in the defense of such Third-Party Claim and to
      employ counsel at its own expense.

     

    ARTICLE
      10 COSTS
      AND TAXES

     

    10.1. Costs
      and Taxes.
      Each
      Party will pay all costs and expenses, including its attorney fees and expenses,
      incurred or to be incurred by it in negotiating and preparing this Agreement
      and
      in Closing and carrying out the transactions contemplated in this Agreement.
      Seller shall pay all sales, use, stamp, transfer and like Taxes, if any,
      required to be paid in connection with the sale of the Immunomodulator Assets
      hereunder.

     

    ARTICLE
      11 MISCELLANEOUS

     

    11.1. Effect
      of Headings.
      The
      subject headings of the Sections and subsections of this Agreement are included
      for convenience only and will not affect the construction or interpretation
      of
      any of its provisions.

     

    11.2. Word
      Usage.
      Unless
      the context clearly requires otherwise:

     

    (a) plural
      and singular numbers will each be considered to include the other;

     

    (b) the
      masculine, feminine, and neuter genders will each be considered to include
      the
      others;

     

    (c) “will,”
      “must,”
      “agree,”
and
      “covenants”
are
      each mandatory;

     

    (d) “may”
is
      permissive;

     

    (e) “or”
is
      not
      exclusive; 

     

    (f) “includes”
and
      “including”
are
      not
      limiting;

     

    (g) a
      reference to any statute is a reference to that statute as amended to the date
      of this Agreement; and

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (h) a
      reference to any document is to that document, as amended to the date of this
      Agreement, including all exhibits and schedules, if any.

     

    11.3. Entire
      Agreement; Modification; Waiver.
      This
      Agreement constitutes the entire agreement between the Parties pertaining to
      the
      subject matter contained in it and supersedes all prior and contemporaneous
      agreements, representations, and understandings of the Parties. No supplement,
      modification, or amendment of this Agreement will be binding unless executed
      in
      writing by all the parties. No waiver of any of the provisions of this Agreement
      will be considered, or will constitute, a waiver of any other provision, and
      no
      waiver will constitute a continuing waiver. No waiver will be binding unless
      executed in writing by the Party making the waiver.

     

    11.4. Counterparts;
      Delivery.
      This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original, and all of such counterparts taken together shall be deemed to
      constitute one and the same instrument. Signature pages transmitted
      electronically (e.g., by facsimile or in Portable Document Format (.pdf) as
      an
      attachment to an e-mail) shall have the full force and effect of original
      signatures.

     

    11.5. Press
      Releases and Public Announcements.
      No
      Party shall issue any press release or make any public announcement relating
      to
      the subject matter of this Agreement prior to the Closing without the prior
      written approval of the other Party; provided, however, that either Party may
      make any public disclosure it believes in good faith is required by applicable
      law or any listing or trading agreement concerning the publicly-traded
      securities of any Affiliate (in which case the disclosing Party will use its
      best efforts to advise the other Party prior to making the
      disclosure). 

     

    11.6. Parties
      In Interest.
      Nothing
      in this Agreement, whether express or implied, is intended to confer any rights
      or remedies under, or by reason of, this Agreement on any Persons other than
      the
      parties to it and their respective successors and assigns (other than rights
      granted to indemnified parties under Section 9); nothing in this Agreement
      is
      intended to relieve or discharge the obligation or liability of any third party
      to any Party to this Agreement; and no provision will give any third party
      any
      right of subrogation or claim against any Party to this Agreement.

     

    11.7. Assignment.
      This
      Agreement will be binding on, and will inure to the benefit of, the Parties
      and
      their respective heirs, legal representatives, successors, and assigns, provided
      that Seller may not assign its obligations under this Agreement, and before
      the
      Closing, Buyer may not assign any of its rights under this
      Agreement.

     

    11.8. Notices.
      All
      notices, requests, consents and other communications under this Agreement shall
      be in writing, shall be addressed to the receiving Party’s address set forth
      below or to any other address a Party may designate by notice under this
      Agreement, and shall be either (i) delivered by hand, (ii) sent by facsimile,
      and mailed promptly by first class mail, (iii) sent by nationally recognized
      overnight courier, or (iv) sent by certified mail, return receipt requested,
      postage prepaid:

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    To
      Seller
      at:                       BBM
      Holdings, Inc.

    1245
      Brickyard Road

    Salt
      Lake
      City, Utah 84106

    Attention:
      Andrew Limpert, CEO and President

    Fax:
      801-433-2222

    


    To
      Buyer
      at:                       Dr.
      Shalom Hirschman

    [Address]

    Fax:
      _________

    


    with
      a
      copy
      to:                   Hahn
      & Hessen LLP

    488
      Madison Avenue

    New
      York,
      New York 10022

    Attention:
      James Kardon, Esq.

    Fax:
      212-478-7400

    


    All
      notices, requests, consents and other communications under this Agreement shall
      be deemed to have been given either (i) if by hand, at the time of the delivery
      of the notice to the receiving Party, (ii) if by facsimile, at the time that
      receipt of the facsimile has been acknowledged by electronic confirmation or
      otherwise, or if no confirmation is received, on the fifth day following the
      day
      a hard copy of the transmission is mailed by first-class mail, (iii) if by
      overnight courier, on the next Business Day following the day the notice is
      delivered to the courier service, or (iv) if by certified mail, on the fifth
      Business Day following the day of the mailing. Any Party may change the address
      to which notices, requests, demands, claims, and other communications hereunder
      are to be delivered by giving the other Party notice in the manner herein set
      forth.

     

    11.9. Governing
      Law; Venue.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of law. Each party
      hereby irrevocably consents and submits to the jurisdiction of any New York
      or
      United States Federal Court sitting in State of New York, County of New York,
      over any action or proceeding arising out of or relating to this Agreement
      and
      irrevocably consents to the service of any and all process in any such action
      or
      proceeding by registered mail addressed to such party at its address specified
      in Section 11.8 (or as otherwise noticed to the other party). Each party further
      waives any objection to jurisdiction and venue of any action instituted
      hereunder and shall not assert any defense based on lack of jurisdiction or
      venue on the basis of forum
      non conveniens.
      Each
      party also waives any right to trial by jury.

     

    11.10. Severability.
      If any
      term or provision of this Agreement is or becomes invalid, illegal or
      unenforceable in any situation in any jurisdiction, such provision shall be
      fully severable and shall not affect the validity, legality or enforceability
      of
      the remaining terms and provisions hereof or the validity or enforceability
      of
      the offending term or provision in any other situation or in any other
      jurisdiction. In such a case, the Parties will work together to draft provisions
      which can replace the invalid or unenforceable provision with one that is valid
      and enforceable and has an economic effect as similar as possible to that of
      the
      invalid or unenforceable provision.

     

    
      
        
        

      

      
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    11.11. Incorporation
      of Exhibits and Schedules.
      The
      Exhibits and Schedules identified in this Agreement are incorporated herein
      by
      reference and made a part hereof.

     

    11.12. Construction.
      Seller
      and Buyer acknowledge and agree that: (i) each Party and such Party’s counsel
      has reviewed and negotiated, or has had the opportunity to review and negotiate,
      the terms and provisions of this Agreement and have contributed to its review
      and revision; (ii) any rule of construction to the effect that any ambiguities
      are resolved against the drafting Party shall not be used to interpret this
      Agreement; and (iii) the terms and provisions of this Agreement shall be
      construed fairly as to Seller and Buyer and not in favor of or against either
      Party, regardless of which Party was generally responsible for the preparation
      of this Agreement.

     

    11.13. Force
      Majeure.
      Neither
      Party will be deemed to be in default or otherwise responsible for delays or
      failures in performance resulting from acts of God; acts of war, terrorism
      or
      civil disturbance; governmental action or inaction; fires; earthquakes; or
      other
      causes beyond such Party’s reasonable control.

     

    IN
      WITNESS WHEREOF, the Parties to this Agreement have duly executed it on the
      day
      and year first above written.

    

      
        	
                BBM
                  HOLDINGS, INC.

              
	 
	
                By:

              	/s/
                Andrew Limpert
	
                Andrew
                  Limpert, President and CEO

              
	 
	
                
                  /s/
                    Shalom Hirschman

                

              
	
                Shalom
                  Hirschman

              


      

       

    

    
      
        
        

      

      
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