**EXHIBIT 10.1**

 

**SHARE EXCHANGE AGREEMENT**

 

**THISSHARE EXCHANGE AGREEMENT,** is made as of the 18thday of October 2002:

 

**BETWEEN**

** **

**SuperiorNetworks Inc**., a corporation f ncorporated pursuant tothe laws of the State of Nevada (the “Purchaser”);

 

**OF THE FIRST PART**

-and-

 

**AeroPlusS.A.S.** a corporation incorporated pursuant to the lawsof France (the “Vendor”)

 

**OF THE SECOND PART**

 

**WHEREAS**the Vendor is the legal and beneficial owner of all. of the issued andoutstanding common shares in the capital stock of Altitude Flus S.A.S. (the“Subsidiary Shares”), a corporation incorporated under the laws of France andcarrying on business as L’Air (the “Subsidiary”);

 

**ANDWHEREAS** the purchaser desires to purchase forty-nineper cent (49%) of the Subsidiary Shares (the “Acquired Shares”) from the Vendorin exchange for twelve million (12,000,000) common shares in the capital stockof the Purchaser (the “Purchase Shares”), and the Vendor desires to sell theAcquired Shares to the Purchaser in exchange for the Purchase Shares, on theterms and conditions set forth herein.

 

**NOWTHEREFORE THIS AGREEMENT WITNESSES THAT,** inconsideration of the mutual covenants hereinafter contained and provided forand other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged by the Parties, the Parties agree as follows:

 

**I.              Representationsend Warranties of Vendor**

 

Vendor represents and warrantsto the Purchase as follows:

 

**1.01Organization and Qualifications**

 

Vendor owns all of the issuedand outstanding shares in the capital stock of Subsidiary. Each of the Vendorand the Subsidiary is a corporation duly organized, validly existing, and ingood standing under the laws of France, its jurisdiction of incorporation, withall requisite power and

 

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authority, and all necessaryconsents, authorizations, approvals, orders, licenses, certificates, andpermits of and from, and declarations and fllings with, all federal, state,local and other governmental authorities and all courts and other tribunals, toown. lease, license, and use its properties and assets and to carry on thebusiness in which it is now engaged and the business in which it contemplatesengaging.  Each of the Purchaser andSubsidiary is duly qualified to transact the business In which it is engagedand is in good standing as a foreign corporation in every jurisdiction in whichits ownership, leasing, licensing, or use of property or assets or the conductof its business makes such qualificationnecessary.

 

**1.02Capitalization**

 

The authorized capital stock ofSubsidiary consists of shares of common stock, par value € 200 per share, ofwhich 82,000 common shares are issued and outstanding.  The Vendor is the legal and beneficial ownerof all (100%) of the issued and outstanding shares of the Subsidiary, Each ofsuch outstanding shares of Vendor and Subsidiary is validly authorized, validlyissued, fully paid, and non-assessable, has not been issued and is not owned Mheld in violation or any preemptive right of stockholders.  The Vendor is the owner of the SubsidiaryShares free and clear of all liens, security interests, pledges, charges,encumbrances, stockholders’ agreements, and voting trusts.  There is no commitment, plan or arrangementto issue, and no outstanding option. warrant, or other right calling for theissuance of, any share of capital stock of Subsidiary or any security or otherinstrument convertible into, exercisable for, or exchangeable for capital stockof Subsidiary.

 

**1.03Financial Condition**

 

Vendor has delivered to thePurchaser true and correct copies of the following, initialled by an authorizedexecutive officer of Vendor: audited consolidated balance sheets of Subsidiaryas of August302002; the unaudited consolidated balance sheet of Subsidiary asof September 30 2002; audited consolidated statements of income, consolidatedstatements of retained earnings, and consolidated statements of cash flows ofSubsidiary for the years ended September 30 2002; and the unauditedconsolidation statement of income, consolidated statement of retained earnings,and consolidated statement of cash flows of Subsidiary for the months endedSeptember 30. Each such consolidated balance sheet presents fairly thefinancial condition, assets, liabilities. and stockholders equity of Subsidiary as of its date; each suckconsolidated statement of income and consolidated statement of retainedearnings presents fairly the results of operations of Subsidiary for the periodindicated and their retained earnings as of the data indicated; and each suchconsolidated statement of cash flows presents fairly the information purportedto be shown therein.  The financialstatements referred to in this Section 1.03 have been prepared in accordancewith generally accepted accounting principles consistently applied throughoutthe periods involved and are in accordance with the books and records ofSubsidiary.  Since the incorporation ofthe company:

 

(a)                                  Therehas at no time been a material adverse change in the financial condition,results of operations, business properties, assets, liabilities, or futureprospects of Subsidiary.

 

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(b)                                 Subsidiaryhas not authorized, declared, paid or effected any dividend or liquidation orother distribution in respect of its capital stock or any direct or indirectredemption, purchase, or other acquisition of my stock of Subsidiary.

 

(c)                                  Theoperations and business of Subsidiary have been conducted in all respects onlyin the ordinary course.

 

(d)                                 Therehas been no accepted purchase order or quotation, arrangement, or understandingfor future sale of the products or services of Subsidiary which Subsidiaryexpects will not be profitable.

 

(e)                                  Subsidiaryhas not suffered an extraordinary loss (whether or not covered by insurance) orwaived my right of substantial value.

 

(f)                                    Subsidiaryhas not paid or incurred any tax, other liability, or expense resulting fromthe preparation of, or the transactions contemplated by, this Agreement, itbeing understood Vendor shall have paid or will pay all such taxes (includingstock transfer taxes resulting from this Agreement or the transactionscontemplated hereby), liabilities, and expenses.

 

There is no fact known toSubsidiary or Vendor which materially adversely affects or in the future maymaterially adversely affect the financial condition, results of operations,business, properties, assets, liabilities, or future prospects of Subsidiary,provided, however, that Subsidiary and Vendor express no opinion as topolitical or economic matters of general applicability.

 

**1.04Tax and Other Liabilities**

 

Subsidiary has no liability ofany nature, accrued or contingent, including without limitation liabilities forfederal, state, local, or foreign taxes and penalties, interests, and additionsto tax (Taxes) and liabilities to customers or suppliers, other than thefollowing:

 

(a)                                  Liabilitiesfor which full provision has been made on the consolidated b a l m sheet andthe notes thereto (the “Last Balance Sheet”) as of September 2002 referred toin Section 1.03; and

 

(b)                                 Otherliabilities arising since the Last Balance Sheet Date and prior to the Closing(as defined in Section 3.02) in the ordinary course of business (which shallnot include liabilities to customers on account of defective products orservices) which are not inconsistent with the representations and warranties ofany Vendor or any other provision of this Agreement.

 

Without limiting the generalityof the foregoing, the amounts set up as provisions for Taxes on the LastBalance Sheet are sufficient for all accrued and unpaid Taxes of Subsidiary,whether or not due and payable and whether or not disputed under tax laws, ineffect on tho Last Balance Sheet Date or now in effect, for the period ended onsuch date and for all fiscal periods prior

 

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thereto.  The execution, delivery, and performance ofthis Agreement by Vendor and Subsidiary will not cause any Taxes to be payable(other than by Vendor) or oause any 1ion, charge, or encumbrance to secure anyTaxes to be created either immediately or upon the non payment of any Tax(other than on the properties or assets of Vendor).

 

The Subsidiary has filed allfederal, state, local, and other tax returns required to be filed by it; hasdelivered to the Purchaser a true and correct copy of each such return whichwas filed in the past six years, initialled by the an authorized executiveofficer of Subsidiary or Vendor; has paid (or has established on the LastBalance Sheet a reserve for) all Taxes, assessments and other governmentalcharges payable or remittable by it or levied upon it or its properties,assets, income or franchises which are due and payable; and has delivered tothe Purchaser a true and correct copy so initialled of my report as toadjustments received by it from any taxing authority during the past six yearsand a statement, so initialled, as to my litigation, governmental or otherproceeding (formal or informal), or investigation pending, threatened, or inprospect with respect to any such report or the subject, matter of such report.

 

**1.05Litigation and Claims**

 

There is no litigation,arbitration, claim, governmental or other proceeding (formal or informal), Minvestigation pending threat or in prospect (or any basis therefore known toSubsidiary or Vendor) with respect to Subsidiary or Vendor, or my of theirrespective businesses, properties, or assets other than the “redressementjudiciaire” by judgment from the Lyon Court of Justice.  The administrator appointed by the FrenchCourt is Erick Bauland .  NeitherSubsidiary nor Vendor is affected by any present or threatened strike or otherlabour disturbance nor to the knowledge of Subsidiary or Vendor is any unionattempting to represent any employee of Subsidiary.  Neither Subsidiary nor Vendor are in violation of or in defaultwith respect to, any law, rule, regulation, order, judgment or decree; nor isSubsidiary or Vendor required to take any action in order to avoid suchviolation or default.

 

**1.06Properties**

 

Subsidiary has good and marketabletitle in fee simple absolute to all real properties and good title to all otherproperties and assets used in its business or owned by it (except real andother properties and assets as are held pursuant to leases or licensesdescribed in Exhibit B or C) free and clear of all liens, mortgages, securityinterests pledges charges, any encumbrances (except such as are listed inExhibit D).

 

(a)                                  Allaccounts and notes receivable reflected on the Last Balance Sheet, or arisingsince the Last Balance Sheet Date, have been collected, or are and will be goodand collectible, in each case at the aggregate recorded amounts thereof withoutright of recourse, defence, deduction, return of goods, counterclaim, offset,or set off on the part of the obligor, and, if not collected, can reasonably beanticipated to be paid within sixty (60) days of the date incurred.

 

(b)                                 Attachedas Exhibit B is a true and complete list of all real and other properties andassets owned by Subsidiary or leased or licensed by Subsidiary from or to a

 

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third party(including inventory but not including Intangibles, as defined in Section1.09), including with respect to such properties and assets owned by Subsidiarya statement of cost, book value and (except for land) reserve for depreciationof each item for tax purposes, and net book value of each item for financialreporting purposes, and with respect to such properties and assets leased orlicensed by Subsidiary, a description of such lease or license.  Any such real and other properties andassets (including Intangibles) owned by Subsidiary are reflected on the LastBalance Sheet (except for acquisitions subsequent to the Last Balance SheetDate and prior to the Closing which are either noted in Exhibit B or C or areapproved in writing by the Purchaser). All real and other tangible properties and assets owned, leased, orlicensed by Subsidiary are in good and usable condition.

 

(c)                                  Noreal property owned, leased, or licensed by Subsidiary lies in an area whichis, or to the knowledge of Subsidiary or Vendor, subject to zoning, use, orbuilding code restrictions which would prohibit, and nc state of facts relatingto the actions or inaction of another person or entity or his or its ownership,leasing, licensing, or we of any real or personal property exists or will existwhich would prevent, the continued effective ownership, leasing, licensing, oruse of such real property in the business in which Subsidiary is now engaged orthe business in which it contemplates engaging.

 

(d)                                 Thereal and other properties and assets (including Intangibles) owned bySubsidiary or leased or licensed by Subsidiary from third patty constitute all.such properties and assets which are necessary to the business of Subsidiary aspresently conducted or as it contemplates conducting.

 

**1.07Contracts and Other Instruments**

 

Exhibit D accurately andcompletely sets forth the information required to be contained thereinregarding contracts, agreements, instruments, leases, licenses, arrangements orunderstandings with respect to Subsidiary identifying whether the matterdisclosed therein relates to Subsidiary or to Vendor. Subsidiary has furnishedto the Purchaser (a) The certificate of incorporation (or other charterdocument) and by-laws of Subsidiary and all amendments thereto as presently ineffect certified by an authorized officer of the Subsidiary and (b) Thefollowing initialled by the chief executive officer of Subsidiary: (i) true andcorrect copies of all contracts, agreements and instruments referred to inExhibit D; (ii) true and correct copies of all leases and licenses referred toin Exhibit B or C; and (iii) true and correct written descriptions of allsupply distribution, agency, financing, or other arrangements or understandingsreferred to in Exhibit D.  NeitherSubsidiary nor Vendor nor any other party to any such contract agreement,instrument, lease, or license is now or expects in the future to be in violationor breach of, or in default with respect to complying with, my material teamthereof, and each such contract agreement, instrument, lease, or license is mfull force and is the legal, valid, and binding obligation of the partiesthereto and (subject to applicable bankruptcy, insolvency, and other lawsaffecting the enforceability of creditors’ rights generally) is enforceable astc them in accordance with its terms. Each such

 

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supply distribution, agency,financing or other arrangement or understanding is a valid and continuingarrangement or understanding; neither Subsidiary nor any other party to anysuch arrangement or understanding has given notice of termination or taken anyaction inconsistent with the continuance of such arrangement or understanding;and the execution, delivery and performance of this Agreement will notprejudice my such arrangement or understanding in any way.  Subsidiary enjoys peaceful and undisturbedpossession under all leases and licenses under which it is operating.Subsidiary is not party to or bound by any contract, agreement, instrument,lease, license, arrangement, or understanding, or subject to any charter orother restriction, which has had or may in tho future have a material adverseeffect on the financial condition, results of operations, business, properties,liabilities, or future prospects of Subsidiary or purchaser.  The stock ledgers and stock transfer booksand the minute book records of Subsidiary relating to all issuances andtransfers of stock by Subsidiary nnd all proceedings of the vendor and theBoard of Directors and committees thereof of Subsidiary nnd all proceedings ofthe Vendor and the Board of Directors and committees thereof of Subsidiarysince incorporation made available to the Purchaser’s counsel are the originalstock ledgers and stock transfer books and minute book records of Subsidiary orexact copies thereof.  Subsidiary is notin violation or breach of, or in default with respect to, my term of itscertificate of incorporation (or other charter document) or by-laws.

 

**1.08Employees**

 

(a)                                  Subsidiaryhas furnished to the Purchaser true and correct copies, initialled by the chiefexecutive officer of Subsidiary, of all documents evidencing plans,obligations, or arrangements referred to in Exhibit E (or true and correctwritten summaries, so initialled, of such plans, obligations, or arrangementsto the extent not evidenced by documents) and true and correct copies, soinitialled, of all documents evidencing trusts, summary plan descriptions, andany other summaries or descriptions relating to any such plans; the two mostrecent annual reports, if any, including all schedules thereto and the mostrecent annual and periodic accounting of related plan assets with respect toeach Employee Benefit Plan; and the two most recent actuarial valuations withrespect to each Pension Plan.

 

(b)                                 Ifany employee benefit plan of Subsidiary were to be terminated on the day priorto the date of the Closing, (i) no liability under either French law or underTitle IV of ERISA would be incurred by Subsidiary or Purchaser (ii) all AccruedBenefits (as defined in this Section 1.08 (b) to such day prior to the date ofthe Closing (whether or not vested) would be fully funded.  For purposes of the preceding sentence,“Accrued Benefits” shall include the value of disability, pre-retirement, anddeath benefib, and all supplements, subsidized, and optional forms ofbenefits.  All Accrued Liabilities (forcontributions or otherwise) (as defined in this Section 1.08(b) of Subsidiaryas of the date of the closing to each Employee Benefit Plan and with respect toeach obligation to or customary arrangement with employees for bonuses,incentive compensation, vaoations, severance pay, insurance, or other benefitshave been paid or accrued for an periods ending prior to the date of theClosing and no payment to my Employee Benefit Plan or with respect to any suchobligation or arrangement since the Last Balance Sheet Date

 

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has beendisproportionately large compared to prior payments.  For purposes of the preceding sentence, “Accrued Liabilities”shall include a pro rata contribution to each Employee Benefit Plan or withrespect to each such obligation or arrangement for that portion of a plan yearor other applicable period which commences prior to and ends after the date ofthe Closing, and Accrued Liabilities for any portion of a plan year or otherapplicable period shall be determined by multiplying the liability for the entiresuch year or period by a fraction, the numerator of which is the number of dayspreceding the date of the Closing in such year or period and the denominator ofwhich is the number of days in such year or period, as the case may be.

 

(c)                                  Therehas bean no violation of the reporting and disclosure requirements imposedeither under ERISA or the U.S. Internal Revenue Code of 1986, as amended, orits predecessor statute (the “Code”) for which a penalty has been or may beimposed with respect to any Employee Benefit Plan of Subsidiary.  No Employee Benefit Plan or related trusthas any liability of any nature, accrued or contingent, including withoutlimitation liabilities for Taxes, other than for routine payments to be made indue course to participants and beneficiaries, except as set forth in ExhibitE.  Each Employee Benefit Plan which isa group health plan within the meaning of Section 162(i)(3) of the Code is andhas been maintained in full compliance with the applicable requirements ofSection 162(k) of the Code. other than the health care continuationrequirements of Section 162(k) of the Code, Subsidiary has no obligation toprovide post-retirement medical benefits or life insurance coverage to anypresent or former employees.  There isno litigation, arbitration, claim, governmental or other proceeding (formal orinformal), or investigation pending, threatened, or in prospect (or any basistherefore known to Subsidiary or Vendor) with respect to any Employee BenefitPlan or related trust or with respect to my fiduciary, administrator, orsponsor (in its capacity as such) of any Employee Benefit Plan.  No Employee Benefit Plan or related trustand no such obligation or arrangement is in violation of, or in default withrespect to, any law, rule, regulation, order, judgment, or decree nor isSubsidiary required to take any action in order to avoid violation ordefault,  No event has occurred to theknowledge of Subsidiary or Vendor or is threatened or about to occur whichwould constitute a prohibited transaction under Section 406 of ERISA.

 

(d)                                 EachPension Plan maintained for the employees of Subsidiary has been qualified,from its inception, under Section 401(a) of the Code and any relatedtrust has been an exempt trust for such period under Section 501 of theCode.  Each Pension Plan has beenoperated in accordance with its terms. No investigation or review by the Internal Revenue Service is currentlypending or is contemplated in which the Internal Revenue Service has assertedor may assert that any Pension Plan is aot qualified under Section 401(a) ofthe Code or that any related trust is not exempt under section 401 of theCode.  No assessment of any federaltaxes has been made or is contemplated against Subsidiary, or any related trustof any Pension Plan and nothing has occurred which would result in theassessment of unrelated business taxable income under the Code, Form 5500’shave been timely

 

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filed withrespect to all Pension Plans.  No eventhas occurred or is threatened or about to occur which would constitute areportable event within the meaning of Section 4043(b) of ERISA.  No notice of termination has been filed bythe plan administrator pursuant to Section 4041 of ERISA or issued by thePension Benefit Guaranty Corporation pursuant to Section 4042 of ERISA withrespect to any Pension Plan.

 

(e)                                  Subsidiaryhas not contributed to or since September 16, 1980 has effectuated either acomplete or partial withdrawal from any multi employer Pension Plan within themeaning of Section 3(37) of ERISA.

 

(f)                                    ExhibitE contains a true and correct statement of the names, relationship withSubsidiary present rates of compensati'on (whether in the form of salary,bonuses, commissions, or other supplemental compensation now or hereafterpayable), and aggregate compensation for the fiscal year ended [insert the endof the last fiscal year] of (i) each director, officer, or other employee ofSubsidiary whose aggregate compensation for the fiscal year ended [insert theend of the last fiscal year] exceeded $ or whose aggregate compensationpresently exceeds the rate of $ per annum and (ii) all sales agents, dealers,or distributors of Subsidiary, Since [insert the end of the last fiscal year],Subsidiary has not changed the rate of compensation of my of its directors,officers, employees, agents, dealers, or distributors, nor has any employeeBenefit Plan or program been instituted or amended to increase benefitsthereunder.

 

**1.09Patents, Trademarks, Et Cetera**

 

Subsidiary does not own or havepending, and is not licensed under, any patent, patent application, trademark,trademark application, trade name, service mark, copyright, franchise, or otherintangible property or asset (all of the foregoing being herein called“Intangibles”), other than as described in Exhibit C, all of which are in goodstanding and uncontested.  Exhibit Caccurately sets forth with respect to Intangibles owned by Subsidiary, whereappropriate, a statement of cost, book value and reserve for depreciation ofeach item for tax purposes, and net book value of each item for financialreporting purposes, and with respect to intangibles licensed by Subsidiary fromor to a third patty, a description of such license.  Neither Vendor nor Subsidiary has any relative or affiliate ofVendor or of my such director, officer, or employee, nor my other corporationor enterprise in which Vmdor, any such director, officer, or employee, or anysuch relative or affiliate had or now has a 5% or greater equity or voting orohm substantial interest, possesses any Intangible which relates to thebusiness of Subsidiary is a trademark used by Subsidiary to identify itsproducts, and such trademark is protected by registration in the name ofSubsidiary on the [principal] [supplemental] register in the United StatesPatent Office.  There is no right underany Intangible necessary to the business of Subsidiary as presently conductedor as it contemplates conducting, except such as are so designated in ExhibitC.  Subsidiary has not infringed, isinfringing, or has received notica of infringement with asserted Intangibles ofothers.  There is no infringement byothers of Intangibles of Subsidiary. There is no Intangible of others which may materially adversely affect

 

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the financial condition,results of operations, business, properties, assets, liabilities, or futureprospects of Subsidiary or Purchaser.

 

**1.10Questionable Payments**

 

Neither Subsidiary nor Vendornor other person associated with Subsidiary has directly or indirectly used mycorporate funds for unlawful contributions, gifts; antertainment, or otherunlawful expenses relating to political activity; made any unlawful payment toforeign or domestic government officials or employees or to foreign or domesticpolitical parties or campaigns from corporate funds; established or maintainedany unlawful or unrecorded fund of corporate monies or other assets; made anyfilw or fictitious entry on the books or records of Subsidiary, made any bribe,rebate, payoff, influence payment, kickback; or other unlawful payment; givenany favor or gift which is not deductible for income tax purposes; or made anybribe, kickback, or other payment of a similar comparable nature, whetherlawful or not, to any person or entity, private or public, regardless of form,whether in money, property, or services, to obtain favourable treatment insecuring business or to obtain special concessions, or to pay for favourabletreatment for business secured or for special concessions already obtained byor for Subsidiary.

 

**1.11Authority to Sell**

 

Subsidiary and Vendor have allrequisite power and authority to execute, deliver, and perform thisAgreement.  All necessary corporateproceedings of Subsidiary have been duly taken to authorize the execution,delivery, and performance of this Agreement by Subsidiary.  This Agreement has been duly authorized,executed, and delivered by Subsidiary, has been duly executed and delivered byVendor, constitutes the legal, valid, and binding obligation of Subsidiary andVendor and is enforceable in accordance with its terms.  Except as set forth in sections 4.10, 4.11,4.12, 4.13, and 4.14, no consent, authorization, approval, order, license,certificate, or permit of or from, or declaration of filing with, any federal,state, local, or other governmental authority or any court or other tribunal isrequired by Subsidiary or Vendor for the execution, delivery, or performance ofthis Agreement by Vendor.  No consent ofmy party to any contract, agreement, instrument, lease, license, arrangement,or understanding to which Subsidiary or Vendor is a party, or to which they orany of their respective business properties, or assets are subject, is requiredfor the execution, delivery, and performance of this Agreement (except suchconsents referred to in Exhibit D); and the execution, delivery, andperformance of this Agreement will not (if the consents referred to in ExhibitD are obtained prior to the Closing) violate, result in a breach of, conflictwith, or entitle any patty to terminate or call a default under, entitle anypatty to rights and privileges that such party was not entitled to receiveimmediately before this Agreement was executed under, or create any obligationon tho part of Subsidiary that it was not obligated to pay immediately beforethis Agreement was executed under, any term of any such contract, agreement,instrument, lease, license, arrangement, or understanding (assuming Subsidiarywas a party thereto immediately before this Agreement was executed), or violateor result in a breach of any term of die certificate of incorporation (or othercharter document) or bylaws of Subsidiary, or (if the conditions in Sections4.10, 4.11, 4.12, 4.13, and 4.14 are satisfied) violate, result in a breach of orconflict with my law, role, regulation, order, judgment, or decree binding onSubsidiary or Vendor to which it or its respective

 

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businesses properties, orassets are subject.  Upon the closing,Purchaser will have good title to Acquired Shares, being 49% of the issued andoutstanding share of Subsidiary, free and clear of all liens, securityinterests, pledges, charges, encumbrances stockholders’ agreements, and votingtrusts.

 

**1.12Nondistributive Intent**

 

Vendor is acquiring thePurchase Shares to be issued hereunder to it for its own account (and not forthe account of others) for investment and not with a view to the distributionthereof.  Vendor will not sell or otherwisedispose of such shares without registration under tho (U.S.) Securities Act of1933, as amended (the “Securities Act”), or an exemption therefrom, and thecertificate or certificates representing such shares shall contain a legend tothe foregoing effect.  By virtue of itsposition, Vendor has access to tho kind of financial and other informationabout the Purchaser as would be contained in a registration statement filedunder the Securities Act.  EachStockholder understands that he m y not sell or otherwise dispose of suchshares in the absence of either a registration statement under the *Securities Act* or an exemption from theregistration provisions of the Securities Act.

 

**1.13Completeness of Disclosure**

 

No representation or warrantyby Vendor in this Agreement contains or on the date of the Closing will containan untrue statement of material fact or omits or on the date of the Closingwill omit to state a material fact required to be stated therein or necessaryto make the statements made therein not misleading.

 

**II Representations and Warranties of the Purchaser**

 

The Purchaser represents andwarrants to Stockholders as follows:

 

**2.01Organization**

 

The Purchaser a corporationduly organized, validly existing, and in good a tanding under the laws of theState of Nevada, with an requisite power and authority to own, lease, license,and use its properties and assets and to carry on the business in which it isnow engaged and in which it contemplates engaging.

 

**2.02Validity of Shares**

 

The Purchase Sham to bedelivered to Pursuant pursuant to thin Agreement, when issued in accordancewith the terms and provisions of this Agreement, will be validly authorizedvalidly issued fully paid, and non assessable.

 

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**2.03Authority to Buy**

 

The Purchaser has all requisitepower and authority to execute, deliver, and perform this Agreement.  All necessary corporate proceedings of thePurchaser have been duly taken to authorize the execution, delivery, and performanceof this Agreement by the Purchaser. This Agreement has been duly authorized, executed, and delivered by thePurchaser, is the legal, valid, and binding obligation of the Purchaser, and isenforceable as to them in accordance with its terms.

 

**2.04Nondistributive Intent**

 

The Purchaser is acquiringAcquired Shares for its own account (and not for tho account of others) forinvestment and not with a view to the distribution thereof.  The Purchaser, will not sell or otherwisedispose of such shares (whether pursuant to a liquidating dividend orotherwise) without registration under the *SecuritiesAct* or an exemption therefrom, and the certificate or certificatesrepresenting such shares may contain a legend to the foregoing effect.  By virtue of its position, the Purchaser hasaccess to the kind of financial and other information about Subsidiary as wouldbe contained in a registration statement filed under the *Securities Act.*  Tho Purchaser understands that it may not sell or otherwisedispose of such shares in the absence of either a registration statement underthe *Securities A  d* or an exemption from the registration provisions ofthe *Securities Act.*

 

**III The Exchange**

 

**3.01The of the Exchange**

 

On the basis of therepresentations, warranties, covenants, and agreements contained in this Agreementand subject to the terms and conditions of this Agreement:

 

(a)                                  Vendorshall sell, assign, transfer, and convey to purchaser at the Closing anaggregate of 40,180 common shares of the subsidiary, being forty-nine (49%) ofthe issued and outstanding shares in the capital stock of Subsidiary and baingtho Acquired Shares as described herein. Vendor shall deliver at the Closing certificates representing suchshares duly endorsed m blank or accompanied by stock powers duly endorsed inblank, in each case in proper form for transfer; with signatures guaranteed bya commercial bank located in France and with all stock transfer and any otherrequired documentary Stamps affixed thereto.

 

(b)                                 Inconsideration for the Acquired Shares referred to in Section 3.01(a), Purchasershall deliver at the Closing sham certificates representing 12,000,000 sharesin the capital stock of tho Purchaser, registered in the name of Vendor andaffixed with a restrictive legend with respect to the registration requirementsof the Securities Act.

 

**3.02The Closing**

 

The closing of the transactionscontemplated by Sections 3.01(a) and 3.01(b) shall take place at the offices ofLAIR at the Lyon Airport, France, at 3:00 P.M., local time, on 25thday of

 

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October, 2002, provided howeverthat the closing may occur at such different place, such different time, orsuch different date or a combination thereof as the Purchaser and Vendor agreein Writing.  The closing of thetransactions contemplated by Sections 3.01(a) and 3.01(b) is herein calledthe “Closing.”  If the Closing shall nottake place by January 31, 2003, then the parties not at fault shall, inaddition to all other rights and remedies available at law or in equity againstthe defaulting parties, have the right to cancel and terminate this Agreement.

 

**3.03Indemnity Against Liabilities**

 

Vendor agrees to indemnify andhold harmless the Purchaser, and its respective officers, directors, employees,counsel, agents, shareholder, in each case past, present, or as they may existat any time after the date of this Agreement, and each person, if any, whocontrols, controlled, or will control. my of them within the meaning of Section15 of the Securities Act or Section 20(a) of the *Securities Exchange Act of 1934*, as amended (the “ExchangeAct”) (the “Indemnities”) against any and all losses, liabilities, damages, andexpenses whatsoever (which shall include, for all purposes of this Section3.03, Section 3.04, and Section 8.01, but not be limited to counsel fees and myand all expenses whatsoever incurred in investigating, preparing, or defendingagainst any litigation whether or not involving a third party, commenced orthreatened, or any claim whatsoever, and my and an amounts paid in settlementof any claim or litigation) as and when incurred arising out of, based upon, orin connection with (a) any breach of any representation, warranty , covenant,or agreement of Subsidiary or Vendor contained in this Agreement and (b), ifthe Closing takes place, any act alleged act, omission, or alleged omissionoccurring at or prior to the Closing (including without limitation any whicharise out of, are baaed upon, or are in connection with any of the transactionscontemplated hereby).

 

**3.04Right of the Purchaser to Withhold Future Payments**

 

Without limiting such otherrights as the Indemnities m y have, if, prior to the time Purchase Shares aredelivered pursuant to Section 3.01(b), the Purchaser has learned of a breach ofany representation, warranty, covenant, or agreement of Subsidiary or Vendor orSubsidiary contained in this Agreement, the Purchaser in its sole discretionmay by written notice to Vendor deduct from the number of Purchaser Sharesotherwise deliverable by Purchaser at such time a number of such shares thevalue of which is equal to the aggregate of (a) the amount necessary to cure ormake whole such breach and (b) the amount of losses, liabilities, claims,damages, and expenses whatsoever (as defined in Section 3.03) incurred or demonstrablyin prospect of being incurred by any Indemnities arising out of, based upon, orin connection with such breach. Purchase Shares shall be valued for purposes of this Section 3.04 asfollows:

 

The average mean of the closingbid md asked prices of shares of the Purchaser in the NASD Over-The-CounterBulletin Board market as reported during the period commencing 40 trading daysprior to the date of the Closing and ending 10 days prior to the date of theClosing.

 

**IV Conditions to Obligations of the Purchaser**

 

The obligations of thePurchaser under this Agreement are subject, at the option of the Purchaser, tothe following conditions:

 

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**4.01Accuracy of Representations md Compliance With Conditions**

 

All representations andwarranties of Subsidiary and Vendor in this Agreement shall be accurate whenmade and, in addition, shall be accurate an of the Closing as thoughsuch representations and warranties were then made in exactly the same languageby Subsidiary or Vendor and regardless of knowledge or lack thereof on the partof Subsidiary or Vendor or changes beyond their control.  As of the Closing, Subsidiary and Vendorshall have performed and complied with all covenants and agreements and satisfiedall conditions required to be performed and complied with by any of them at orbefore such time by this Agreement; and the Purchaser shall have receivedcertificates executed by the chief executive officer and the chief financialofficer of Subsidiary by Vendor, dated the date of the Closing, to that effect,substantially in the form of Exhibits F and G, respectively.

 

**4.02Opinion of Counsel**

 

Subsidiary and Vendor shallhave delivered to the Purchaser on the date of the Closing the opinion ofMichael Leonis, counsel to Subsidiary and Vendor dated as of such date, in formand substancesatisfactory to counsel for the Purchaser, that:

 

(a)                                  Subsidiaryand Vendor are corporations validly existing and in good standing under thelaws of their respective jurisdictions of incorporation, with all requisitecorporate power and authority to own, lease, license, and use their propertyand assets and to carry on the business in which they are now engaged.

 

(b)                                 Subsidiaryis duly qualified to transact the business in which it ia engaged and is ingood standing as a corporation in France; officers of Subsidiary have submittedto such counsel a certificate, a copy of which is attached to their opinion asExhibit, stating that, in their opinion, France is the only jurisdiction inwhich the real or personal property or assets owned, leased, licensed, or wedor business conducted by Subsidiary is material to the operations ofSubsidiary.

 

(c)                                  Theauthorized and outstanding capital stock of Subsidiary is as net form I inSection 1.02 of this Agreement, except for such changes as are set forth insuch opinion, as to each of which such counsel shall opine that it is permittedby the provisions of this Agreement; and all the outstanding shares of capitalstock of Subsidiary am validly authorized, validly issued, fully paid, and nonassessable.

 

(d)                                 Theauthorized and outstanding capital stock of, and ownership by Vendor ofSubsidiary as set forth in Exhibit A to this Agreement [except for such changesas are set forth in such opinion, as to each of which such counsel shall opinethat it is permitted by the provisions of this Agreement]; are validlyauthorized, validly issued, fully paid, and non assessable and owned of recordand, to the actual knowledge of such counsel, beneficially by Vendor, in eachcase to the actual

 

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knowledge ofsuch counsel free and clear of all liens, seourity interests, pledges, charges,encumbrances, stockholders’ agreements, and voting trusts.

 

(e)                                  Allnecessary corporate proceedings of Subsidiary and Vendor have been duly takento authorize the execution, delivery and performance of this Agreement bySubsidiary and Vendor.

 

(f)                                    Vendorhas all requisite power and authority to execute, deliver, and perform thisAgreement, and this Agreement has been duly authorized, executed and deliveredby Vendor, constitutes the legal, valid, and binding obligation of Subsidiaryand Vendor, and (subject to applicable bankruptcy, insolvency, and other lawsaffecting the enforceability of creditors’ rights generally) is enforceable asto Subsidiary and Vendor in accordance with its terms.

 

(g)                                 Theexecution, delivery, and performance of this Agreement by Vendor will notviolate or result in a breach of any term of Subsidiary’s certificate ofincorporation or of its bylaws; and the execution, delivery, and performance ofthis Agreement by Vendor will not violate, result in a breach of, conflictwith, or entitle any party to terminate or call a default under, entitle anyparty to rights and privileges that such party was not entitled to receiveimmediately before this Agreement was executed under, or create any obligationon the part of Subsidiary that it was not obligated to pay immediately beforethe Agreement was executed under.

 

(h)                                 Afterreasonable investigation, such counsel have no actual knowledge of any consent,authorization, approval, order, license, certificate, or permit of or from, ordeclaration or filing with, any federal, state, local, or other governmentalauthority or any court or other tribunal which is required of Vendor orSubsidiary, for the execution, delivery, or performance of this Agreement bySubsidiary or Vendor, except as set forth in Sections 4.10, 4.11, 4.12, 4.13and 4.14.

 

(i)                                     Afterreasonable investigation, such counsel have no actual knowledge of mylitigation, arbitration, governmental or other proceeding (formal or informal),or investigation pending or threatened with respect to Subsidiary or Vendor, orany their respective business, properties, or assets that (i) can reasonably beexpected to result in any materially adverse change in the financial condition,results of operations, business, properties, assets, liabilities, or futureprospects of Subsidiary or (ii) seeks to prohibit or otherwise challenge theconsummation of the transactions contemplated by this Agreement, or to obtainsubstantial damages with respect thereto, except as disclosed in thisAgreement.

 

(j)                                     Theoffer, sale, and delivery of the Acquired Shares under the circumstancescontemplated by this Agreement constitute exempted transactions under Frenchsecurities laws, Securities Act and registration of those shares under theSecurities Act is not required in connection with any offer, sale, or deliveryof such shares.

 

(k)                                  Suchother matters as counsel for the Purchaser m y reasonably request.

 

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**4.03Accountants’ Letter**

 

Subsidiary and Vendor shallhave delivered to the Purchaser on the date this Agreement is executed and on thedate of the Closing, letters from Michel Dehors (the independent certifiedpublic accountants of Subsidiary), dated as of those dates, addressed to thePurchaser, in form and substance satisfactory to the Purchaser, stating ineffect:

 

(a)                                  Thatthey are, and during the pmiod covered by their report(s) relating to thefinancial statements referred to in Section 1.03 they were, independentcertified public accountants with respect to Subsidiary within the moaning ofthe Securities Act and the rules and regulations thereunder; and

 

(b)                                 That,on the basis of procedures but not an examination made in accordance withgenerally accepted auditing standards consisting of a reading of the latestavailable unaudited consolidated interim financial statements of Subsidiarydated as of September 30 2002, a reading of the latest available minutes of thestockholders and Boards of Directors of Subsidiary and unanimous writtenconsents thereof, if any, inquiries, to certain officers and other employees ofSubsidiary responsible for financial and accounting matters, and otherspecified procedures and inquiries, nothing has come to their attention thatcaused them to believe that (i) the unaudited consolidated financial statementsof Subsidiary referred to in Section 1.03 were not prepared in accordance withgenerally accepted accounting principles consistent in all material respectswith those followed in the preparation of the audited consolidated financialstatements of Subsidiary referred to herein or are not a fair presentation ofthe information purported to be shown; (ii) there was any change in tho capitalstock or debt of Subsidiary or any decrease in the net current assets orstockholders’ equity of Subsidiary as of the date of the latest availableconsolidated monthly financial statements of Subsidiary or as of a specifieddate not mom than five business days prior to the date of such letter, each ascompared with the amounts shown in the Last Balance Sheet, other than asdisclosed in this Agreement or any change or decrease (which shall be set forthin such letter) which the Purchaser in its sole discretion shall accept; or(iii) there was any decrease in consolidated net sales, net earnings, or netearning per share (on a primary or a fully diluted basis) of Subsidiary commonstock during the pmiod from the Last Balance Sheet Date to the date of thelatest available consolidated monthly financial statements of Subsidiary or toa specified dam not mom than five business days prior to the date of suchletter, each as compared with the corresponding period in 2001, other than asdisclosed in this Agreement or any decrease (which shall be set forth in suchletter) which the purchaser in its sole discretion shall accept.

 

**4.04Other Closing Documents**

 

Stockholders shall havedelivered to the Purchaser at or prior to the Closing such other documents(including certificates of officers of Subsidiary) as the Purchaser mayreasonably

 

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request in order to enable thePurchaser and was to determine whether the conditions to their obligationsunder this Agreement have been met and otherwise to carry out the provisions ofthis Agreement.

 

**4.09Review of Proceedings**

 

All actions, proceedings,instruments, and documents required to carry out this Agreement or incidentalthereto and all other related legal matters shall be subject to the reasonableapproval of, counsel to the Purchaser, and Subsidiary and Vendor shall havefurnished such counsel such documents as such counsel may have reasonablyrequested for the purpose of enabling them to pass upon such matters.

 

**4.06Legal Action**

 

There shall not have beeninstituted or threatened my legal proceeding relating to, or seeking toprohibit or otherwise challenge the consummation of, the transactionscontemplated by this Agreement, or to obtain substantial damages with respectthereto.

 

**4.07No Governmental Action**

 

There shall not haw been anyaction taken, or any law, rule, regulation, order, judgment, or d a m eproposed, promulgated, enacted, entered, enforced, or deemed applicable to thetransactions contemplated by this Agreement by my federal, state, local, orother governmental authority or by any court or other tribunal, including theentry of a preliminary or permanent injunction, which, in the sole judgment ofthe Purchaser, (a) makes any of the transactions contemplated by this Agreementillegal, (b) results in a delay in the ability of the Purchaser to consummate my of the transactions contemplated by this Agreement, (c) requires thedivestiture by the Purchaser of any of the Acquired Shares or of a materialportion of the business of either the Purchaser or of Subsidiary, (d) imposesmaterial limitations on the ability of ths Purchaser effectively to exercisefull rights of ownership of such shares including the right to vote such shareson all matters properly [illegible] to the stockholders of Subsidiary, or (e)otherwise prohibits, restricts, or delays consummation of any of thetransactions contemplated by this Agreement or impairs the contemplatedbenefits to the Purchaser or of any of ths transactions contemplated by thisAgreement.

 

**4.08Resignations**

 

All directors of Subsidiarycould resigned at or prior to the Closing as directors and members of allcommittees of the Board of Directors in writing effective immediately after theClosing. All officers of Subsidiary shall have resigned at or prior to theClosing in writing effective immediately after the Closing subject toacceptance by the Purchaser.

 

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**4.28Releases**

 

The Purchaser shall havereceived at or prior to the Closing from each person who is, who before theClosing becomes, or who at any time between that date which is one year priorto the date this Agreement is executed and the date this Agreement is executedwas, an officer or a director of Subsidiary a release, dated the date of theClosing, substantially in the form of Exhibit J.

 

**4.29Officers’ and Directors’ Non Competition Agreement**

 

The Purchaser shall have receivedat or prior to the Closing from each person who is, who before the Closingbecomes, or who at any time between that dase which is one year prior to thedate this Agreement is executed and the date this Agreement is executed was, anofficer or a director of Subsidiary or Vendor an agreement not to compete,substantially in the form of Exhibit K.

 

**4.30Officers’ and Directors’ Confidentiality Agreement**

 

The Purchaser shall havereceived at or prior to the Closing from each person who is. who before theClosing becomes, or who at any time between that date which is one year priorto the date this Agreement is executed and the date this Agreement is executedwas, an officer or a director of an agreement to keep confidential certaindata, substantially in the form of Exhibit L.

 

**V. Conditions to the Obligations of Vendor and Subsidiary**

 

The obligations of Subsidiaryand Vendor under this Agreement ansubject, at the option of Subsidimy andVendor, to the following conditions:

 

**5.01Capacity to Enter Agreement**

 

Purchase is a corporationvalidly existing and in good *standing*under the laws of the State of Nevada, with all requisite corporate power andauthority to own, lease, license, and the use their *property*and assets and to carry on the business in whichthey are now engaged and Purchaser has all requisite power and authority toexecute, deliver, md perform this Agreement, and this Agreement has been dulyauthorized, executed, and delivered by Purchaser, constitutes the legal, valid,and binding obligation of Purchaser md (subject to applicable bankruptcy,insolvency, and other laws affecting the enforceability of creditors’ rightsgenerally) is enforceable in accordance with its terms.

 

**VI Covenants and Agreements of Subsidiary and Vendor**

 

Subsidiary and Stockholderscovenant and agree as follows:

 

**6.01Access**

 

Until the earlier of theClosing and the rightful abandonment or termination of this Agreement pursuantto Article IV or otherwise (the “Release Time”), Subsidiary will afford, andVendor will cause Subsidiary to afford the officers, employees, counsel,agents, investment bankers, accountants, and other representatives of thePurchaser and lenders, investors, and prospective

 

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lenders or investors free andfull access to the plants, properties, boob, and records of Subsidiary, willpermit them to make extracts from and copies of such books and records, andwill from time to time furnish the Purchaser with such additional financial andoperating data and other information as to the financial condition, results ofoperations, businesses, properties, assets, liabilities, or future prospects ofSubsidiary as the Purchaser from time to time may request.

 

Until the Release Time,Subsidiary and Vendor will cause the independent certified public accountantsof Subsidiary to make available to the Purchaser and its independent certifiedpublic accountants the work papers relating to the audits of Subsidiaryreferred to in Section 1.03.

 

**6.02Conduct of Business**

 

until the Release TimeSubsidiary md Vendor will cause Subsidiary to conduct its affairs so that atthe Closing no representation or warranty of Subsidiary or Vendor will beinaccurate, no covenant or agreement of Subsidiary or Vendor will be breached mdno condition in this Agreement will remain unfulfilled by reason of the actionsor omissions of Subsidiary or Vendor. Except as otherwise requested by the Purchaser in writing until theRelease Time Subsidiary and Vendor will cause Subsidiary to use their bestefforts to preserve the business operations of Subsidiary intact, to keepavailable the services of their present personnel to preserve m full force andeffect the contracts agreements, instruments, leases, licenses, arrangements,and understandings of Subsidiary *and*to preserve tho good will of their suppliers, customers, and others havingbusiness relations with any of them. Until the Release Time Subsidiary and theVendor will cause Subsidiary to conduct its business and operations in anyrespects only in the ordinary course.

 

**6.03Advice of Changes**

 

Until the Release TimeSubsidiary and Vendor will immediately advise the Purchaser in a detailedwritten notice of any fact or occurrence or any pending or threatenedoccurrence of which any of them obtains knowledge and which (if existing andknown at the date of the execution of this Agreement) would have been requiredto be set forth or disclosed in or pursuant to this Agreement or an Exhibithereto, which (if existing and known at any*time* prior to or at the Closing) would make the performance by anyparty of a covenant contained in this Agreement impossible or make suchperformance materially more difficult than in the absence of such fact oroccurrence, or which (if existing and known at the time of the Closing) wouldcause a condition to any party’s obligations under this Agreement not to befully satisfied.

 

**6.04Confidentiality**

 

Subsidiary and Vendor shallensure that all confidential information which Subsidiary, any of itsrespective officers, directors, employees, counsel, agents, investment bankers,or accountants, or Vendor or *any*of its counsel, agents, investment bankers, or accountants may now possess ormay hereafter create or obtain relating to the financial condition, results ofoperations, business, properties, assets, liabilities, or future prospects ofSubsidiary, the Purchaser, any affiliate of any of them, of any customer orsupplier of any of them or my such affiliate shall not be published,

 

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disclosed, or made accessibleby any of them to any other person or entity at any time or used by any of themexcept pending the Closing in the business and for the benefit of Subsidiary,in each case without the prior written consent of the Purchaser; provided,however, that the restrictions of this: sentence shall not apply (a) withrespect to the obligations of Subsidiary after the Closing takes place, (b)with respect to the obligations of all such persons and entities after thisAgreement is rightfully terminated, but only to the extent such confidentialinformation relates to the financial condition, results of operations,business, properties, assets, liabilities, or future prospects of Subsidiary,of my affiliate of my of them, or (insofar as such confidential information wasobtained directly by Subsidiary or any such affiliate from any customer orsupplier of any of them) of any such customer or supplier, (c) as may otherwisebe required by law, (d) as may be necessary or appropriate in connection withthe enforcement of this Agreement, or (e) to the extent the information shallhave otherwise become publicly available. Subsidiary and Vendor shall, andshall cause all other such persons and entities, to deliver to the Purchaserall tangible evidence of the confidential information to which the restrictionsof the foregoing sentence apply at the Closing or the earlier rightfultermination of this Agreement.

 

**6.05Public Statements**

 

Before Subsidiary or Vendorreleases any information concerning this Agreement or the transactionscontemplated by this Agreement which *is*intendedfor or may result in public dissemination thereof, they shall cooperate withthe Purchaser, shall furnish drafts of all documents or proposed oralstatements to the Purchaser for comments, and shall not release any informationrelating thereto without the written consent of the Purchaser. Nothingcontained herein shall prevent Subsidiary or Vendor from releasing anyinformation to any governmental authority if required to do so by law.

 

**6.66Other Proposals**

 

Until the Release Time, subjectto the fiduciary duties of Subsidiary’s officers and directors, Subsidiary andVendor shall not, and shall neither authorize nor permit my officer, director,employee, counsel, agent, investment banker, accountant, or otherrepresentative of any of them directly or indirectly, to: (a) initiate contactwith any person or entity in an effort to solicit any Takeover Proposal (assuch term is defined in this Section 6.06, (b) cooperate with, or furnish orcause to be furnished any non public information relating to the financialcondition, results of operations, business, properties, assets, liabilities, orfuture prospects of Subsidiary to any person or entity in connection with anyTakeover proposal; (c) negotiate with any person or entity with respect to anyTakeover Proposal; (d) enter into any agreement or understanding with theintent to effect a Takeover Proposal. Subsidiary and Vendor will immediatelygive written notice to the Purchaser of the details of my Takeover Proposal ofwhich any of them becomes aware.  Asused in this Section 6.06, “Takeover Proposal” shall mean “any proposal, otherthan as contemplated by this Agreement, (e) for a merger, consolidation,reorganization, other business combination, or re-capitalization involvingSubsidiary, for the acquisition of a 5% or greater interest in the equity or inmy class or series of capital stock of Subsidiary, for the acquisition of theright to cast 5% or mom of the votes on any matter.  With respect to Subsidiary, or for tho acquisition of asubstantial portion of any of their respective assets other than in theordinary course of their respective business or (f) tho effect of whiah may beto prohibit. restrict, or delay

 

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the consummation of any of thetransactions contemplated by this Agreement or impair the contemplated benefitsto the Purchaser of any of the transactions contemplated by this Agreement.”

 

**6.07Consents Without Any Condition**

 

Subsidiary and Vendors shallnot make my agreement or reach any understanding not approved in writingby thePurchaser as a condition for obtaining any consent, authorization, approval,order, license, certificate, or permit required for the consummation of thetransactions contemplated by this Agreement, whether pursuant to Section4.10,4.12,4.13,4.14, or 4.16 or otherwise.

 

**6.08Release by Vendor**

 

If the Closing takes place,effective immediately after the Closing, Vendor fully and unconditionallyreleases and discharges all claims and causes of action which it or itsassigns, ever had, now have, or hereafter may have against the Purchaser orSubsidiary, and, when acting as such, their respective officers, directors,employees, counsel, agents, and stockholders, in each case past, present, or asthey may exist at any time after the date of this Agreement, and each person,if any, who controls, controlled, or will control any of them within thameaning of Section 1.5 of the Securities Act or Section 20(a) of the ExchangeAct, except claims and causes of action arising out of, based upon, or inconnection with this Agreement [or for employee benefits to the extentconsistent witb Exhibit E and the other representations and warranties of Subsidiaryor Vendor.

 

**6.09Noncompetition**

 

If the Closing takes place,Vendor agrees, in consideration of the obligations of the Purchaser hereunder:(a) for a period of five (5) years after the date of the Closing, it will not(i) compete with or be engaged in the same business as, or Participate In (ashereinafter defined in this Section 6.09) any other business or organizationwhich at any time during the five (5) year period after the date of the Closingcompete with or is engaged in the same business as, Subsidiary, with respect toany product or service sold or activity engaged in up to the time of theClosing in any geographical area in which at the time of the Closing suchproduct or service is sold or activity engaged in or (ii) participate in myother business or organization which at any time during the five (5) -yearperiod after the date of the Closing uses a name containing either the word“L’Air” or words similar to or susceptible of confusion with the word “L’Air”,or any combination or abbreviation thereof; (b) will not directly or indirectlyreveal the name of, solicit or interfere with, or endeavour to entice away fromSubsidiary or Purchaser, any of their respective suppliers, customers, oremployees; and (c) will not directly or indirectly employ any person who, at mytime up to the date of the Closing, was m employee of Subsidiary or Purchaser,within a period of five (5) years after such person leaves the employ of suchcorporation.  As used in this Section6.09, “Participate In” shall mean “directly or indirectly, for his own benefitor for, with, or through any other person or entity, own, manage, operate,control, loan money to, or participate in the ownership, management, operation,or control of, or be connected as a director, offioer, employee, partner,consultant, agent, independent contractor,

 

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or otherwise with, or acquiescein the we of his name in.  Vendor agreesthat the provisions of this Section 6.09 are necessary and reasonable toprotect Subsidiary and Purchaser, in the conduct of their businesses.  If any restriction contained in this Section6.09 shall be deemed to be invalid, illegal, or unenforceable by reasonable ofthe extent, duration, or geographical scope thereof or otherwise, then thecourt making such determination shall have the right to reduce such extent,duration, geographical scope, or other provisions hereof, and in its reducedform such restriction shall then be enforceable in the manner contemplatedhereby.

 

**6.10File Tax Return**

 

If the Closing takes place,Vendor agrees to file, within the time allowed by law, all federal state,local, end applicable foreign tax returns with the appropriate jurisdictions,for the period January 1, 2002 through the date of the Closing, to includetherein all information required to be contained therein relating to Subsidiaryfor such period, and to pay all taxes with respect to Subsidiary for suchperiod.

 

**6.11Voting by Stockholders**

 

Vendor agrees that until theRelease Time, it will vote all securities of Subsidiary which It is entitled tovote against (a) any merger, consolidation, reorganization, other businesscombination, or capitalization involving Subsidiary, (b) any sale of assets ofSubsidiary, (c) any stock split, stock dividend, or reverse stock splitrelating to any class or series of Subsidiary’s stock, (d) any issuance of anyshares of capital stock of Subsidiary, any option, warrant, or other rightcalling for the issuance of any such share of capital stock or any securityconvertible into or exchangeable for any such share of capital stack. (e) anyauthorization of any other class or series of stock of Subsidiary, (t) theamendment of the certificate of incorporation (or other charter document) orthe by-laws of Subsidiary, or (g) any proposition the effect of which maybe toprohibit, restrict, or delay the consummation of any of the transactionscontemplated by this Agreement or impair the contemplated benefits to thePurchaser of the transactions contemplated by this Agreement.

 

**VII. Covenants and Agreements of the Purchaser**

 

The Purchaser covenants andagrees as follow:

 

**7.01Capital Stock Changes**

 

If, prior to the time forissuance of any shares of Purchase Shares under Section 3.01, the Purchasershall be recapitalized or reclassified or the Purchaser shall effect any stockdividend, stock split, or reverse stock split of the Purchaser’s common sharesor the Purchaser shall merge, consolidate, reorganized or enter into anotherbusiness combination with any other corporation or shall sell or exchange an orsubstantially an of its assets, then the Purchase Shares to be deliveredthereafter under Section 3.01 shall be appropriately and equitably adjusted tothe kind and amount of shares of stock and other securities and property towhich the holders of such shares of the Purchaser would have been entitled toreceive had such stock been issued and outstanding as of the record date fordetermining stockholders entitled to participate in such

 

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corporate went. The provisionsof this Section 7.01 shall. apply to successive mergers, consolidations,corporations, and combinations.

 

**VIII Miscellaneous**

 

**8.01Brokerage Fees**

 

If any person shall assert aclaim to a fee, commission, or other compensation on account of allegedemployment as a broker or finder, or alleged performance of services as abroker or finder, in connection with w as a result of any of the transactionscontemplated by this Agreement, Vendor shall (subject to the next sentence)indemnify and hold harmless the indemnities against any and all losses,liabilities, claims, damages, and expenses whatsoever (as defined m Section3.03) as and when incurred arising out of, based upon, or in connection withsuch claim by such person, and Vendor shall at its sole expense defend any andall suits, actions, proceedings (formal or informal), or investigationsinvolving such claim that may at my time be brought against any indemnities andsatisfy promptly any settlement or judgment arising therefrom: but if Vendorfails to defend such suit, action, proceeding, or investigation in a timelymanner, the Purchaser shall have the right to defend and settle the same andpay any judgment or settlement pertaining thereto an it or he may reasonablydeem appropriate at the cost and expense of Vendor.  If, however, it is ultimately determined in any such suit,action, or proceeding (in which the Purchaser was afforded the opportunity tohave its counsel participate in the defence) that the Purchaser made adefendant therein or a party thereto was tho sole employer of such broker orfinder w services were performed solely for the Purchaser mads a defendanttherein or a party thereto, then Vendor shall not be responsible under this Section8.01 and accounts theretofore paid by it by reason of this Section 8.01 shallbe reimbursed by the Purchaser or the Indemnities, as tho case may be, who wasthe sole employer.

 

**8.02Further Actions**

 

At any time and from time totime, each party agrees, at its or his expense, to take such actions and toexecute and deliver such documents as may be reasonably necessary to effectuate the purpose of this Agreement.

 

**8.03Availability of Equitable Remedies**

 

Since a breach of theprovisions of this Agreement could not adequately be compensated by moneydamages any party shall be entitled, either before or after the Closing, inaddition to any other right or remedy available to it, to an injunctionrestraining such breach or threatened breach and to specific performance of anysuch provision of this Agreement, and, in either case, no bond or othersecurity shall be required in connection therewith, and the parties herbyconsent to the issuance of such an injunction and to the ordering of specificperformance.

 

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**8.04Survival**

 

The covenants, agreements,representations, and warranties contained in or made pursuant to this Agreementshall survive the Closing and any delivery of shares of Purchase Shares by thePurchaser, irrespective of any investigation made by or on behalf of anyparty.  The statements contained in anydocument executed by Subsidiary or Vendor relating hereto or thereto ordelivered to the Purchaser in connection with the transactions contemplatedhereby or thereby, w in my statement, certificate, or other instrumentdelivered by or on behalf of Subsidiary or Vendor pursuant hereto or thereto ordelivered to the Purchaser in connection with tho transactions contemplatedhereby or thereby hall be deemed representations and warranties, covenants andagreements, or conditions, as the case may bo, of Vendor hereunder for otherpurpose of this Agreement (including all statements, certificates, or otherinstruments delivered pursuant hereto or thereto or delivered in connectionswith the transactions contemplated hereby or thereby).

 

**8.05Appointment of Agent**

 

Mr. Jean Marie Gras will be therepresentative (the “Representative”) of the interests of Vendor for allpurpose of this Agreement and identify other specified related agreements ifdesired.  Without giving notice toVendor, Representative shall have full and irrevocable authority on behalf ofVendor (a) to deal with the other parties to this Agreement, (b) to accept thePurchase Shares or any other amounts payable by the other parties to thisAgreement, (c) to accept and give notices and other communications relating tothis Agreement, (d) to settle any dispute relating to tho terms of thisAgreement, (e) to waive any condition to the obligations of Vendor found inthis agreement or identify otha specified related agreements if desired, (f) tomodify or amend this Agreement except with respect  to the number of Purchase Sham to be received by Vendor, toexecute any instrument or document that Representative may determine ordesirable in the exercise of this authority under this Section 8.05, and (h) toact in connection with all matters arising out of, based upon, or in connectionwith this Agreement and the transactions contemplated hereby.  In the event of the refusal or inability toserve, death, incapacity, or resignation for any reason of the Representative,Philippe Solomon will become his successor, with all the powers and irrevocableauthority of the Representative, and with full power of substitution.

 

**8.06Modification**

 

This Agreement and the Exhibitshereto set forth the entire understanding of the parties with respect to thesubject matter hereof (except as provided in Section 8.04), supersede allexisting agreements among them concerning such subject matter, and may bemodified only by a written instrument duly executed by each party, with theapproval of the Board of Directors or by an officer of each corporate party(except as otherwise provided in Section 8.05).

 

**8.07Notices**

 

Subject to Section 8.05, anynotice or other communication required or permitted to be given hereunder shallbe in writing and shall bs mailed by certified mail, return receipt requestedor by the most nearly comparable method if mailed from or to a location outsideof the United States

 

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or in person or by telecopy,telex, or similar telecommunications equipment against receipt to the party towhom it is to be given as follows:

 

If to Purchaser:

 

Superior Networks Inc.

Suite 3670-130 King Street West

Toronto, Ontario

MSX 1B1

Tel: 416-863-0101

Fax: 416-863-5005

 

If to Vendor:

 

AEROPLUS

29 Bd De la Ferrage

Immeuble Cannes

06400 Cannes France

 

Any notice given to anycorporate party shall be addressed to the attention of the CorporateSecretary.  Notice to the estate of anyparty shall be sufficient if addressed to the party as provided in this Section8.07.  Any notice or other communicationgiven by certified m i l or by such comparable method shall be deemed given atthe time of certification thereof or comparable act except for a noticechanging a party’s address which will be deemed given at the time of receiptthereof.  Any notice given by othermeans permitted by this Section 8.07 shall be deemed given at the time ofreceipt thereof.

 

**8.08Waiver**

 

Any waiver by any party of abreach of any term of this Agreement shall not operate as or be construed to bea waiver of any other breach of that term or of any breach of any other term ofthis Agreement.  The failure of a partyto insist upon strict adherence to any term of this Agreement on one or moreoccasions will not be considered a waiver or deprive that party of the rightthereafter to insist upon strict adherence to that term or any other term ofthis Agreement.  Any waiver must be inwriting and, in the case of a corporate party, be authorized by a resolution ofthe Board of Directors or by an officer of the waiving party.

 

**8.09Joint and Several Obligations**

 

The representations,warranties, covenants, and agreements of Vendor and Subsidiary in thisAgreement are joint and several, but Vendor shall not have my rights againstSubsidiary if a remedy is sought or obtained against Vendor because bothSubsidiary and Vendor are in breach of a representation, warranty, covenant, oragreement.

 

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**8.10Binding Effect**

 

The provisions of thisAgreement shall be binding upon and inure to the benefit of Subsidiary and thePurchaser, and their respective successors and assigns md Vendor and itssuccessors and assigns and shall inure to the benefit of each Indemnitee andits successors and assigns (if not a natural person) and his assigns, heirs,and personal representatives (if a natural person).

 

**8.11No Third-Party Beneficiaries**

 

This Agreemen does not create,and shall not be construed an creating, my rights enforceable by any person nota party to this Agreement (except as providedin Section 8.10).

 

**8.12Separability**

 

If any provision of thisAgreement is invalid, illegal, or unenforceable, the balance of this Agreementshall remain in effect, and if any provision is inapplicable to my person orcircumstance, it shall nevertheless remain applicable to all other persons andcircumstances.

 

**8.13Headings**

 

The headings in this Agreementare solely for convenience of reference and shall be given no effect in theconstruction or interpretation of this Agreement.

 

**8.14Counterparts; Governing Law**

 

This Agreement may be executedin any number of counterparts, cacb of which shall be deemed an original, butall of which together shall constitute me and the same instrument.  It shall be governed by and construed inaccordance with the laws of, without giving effect to conflict of laws.  Any action, suit, or proceeding arising outof, based on, or in connection with this Agreement or the transactionscontemplated hereby may be brought only in the State of Nevada and each party ma n t a and agrees not assert, by way of motion, as a defence, or otherwise inany such action, suit, or proceeding, my claim that It or he is not subjectpersonally to the jurisdiction of such court, that its or his property isexempt or immune from attachment or execution, that the action, suit, orproceeding is brought in an inconvenient forum, that the venue of the action,suit, or proceeding is improper, or that this Agreement or the subject matterhereof may not be enforced in or by such court.

 

**INWITNESS WHEREOF,** the parties have duly executed thisAgreement as of the date first written above.

 
|   | **SUPERIOR NETWORKS INC.** |
|--------|----------------------------|
|   |                       |
|   |                       |
|   | By                         | /s/ Alex  Goldman |   |
|   | Alex Goldman, President    |   |
|   |                       |   |
|   | **AEROPLUS S.A.S.**        |
|   | By                         | /s/  Jean-Marie Gras |   |
|   | Jean-Marie Gras, President |   |

 

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