STOCK
      PURCHASE AGREEMENT

    


    This
      STOCK PURCHASE AGREEMENT (“Agreement”), dated as of the 30 day of September,
      2008, is entered by and between Cris Neely, having an address at 2835 NW
      45th
      Street,
      Boca Raton, Florida 33434. (the “Purchaser”),
      Mondo
      Management Corp., a New York corporation (“Seller”), and
      Mondo
      Acquisition II, Inc., a Delaware corporation (the “Issuer”).

    


    WITNESSETH
      THAT:

    


    WHEREAS,
      Seller
      owns
      a total
      of
      1,000,000 restricted shares of Common Stock of the Issuer,
      par
      value $.001 (the “Shares”);
      and


    


    WHEREAS,
      Purchasers
      desire to purchase from Seller
      and
      Seller desires to sell to
      Purchasers
      the
      Shares
      on
      the
      terms
      and conditions set forth herein.

    


    NOW,
      THEREFORE, in
      consideration of the foregoing and mutual covenants set forth below, the parties
      hereto agree as follows:

    


    1. PURCHASE
      AND SALE OF SHARES

    


    1.1 Purchase
      of Shares. On the date hereof and subject to the terms and conditions of this
      Agreement, the Seller shall issue, sell, assign, transfer, and deliver to
      Purchasers and Purchasers shall purchase, for the purchase price set forth
      in
      Section 1.3 hereof, the Shares at the closing provided for in Section 1.5 hereof
      (the “Closing”), free and clear of all liens, charges, or encumbrances of
      whatsoever nature. 

    


    1.2 Transfer
      of Title to the Shares. The sale, assignment, conveyance, transfer, and delivery
      by Seller of the Shares shall be made by delivering to the Purchasers duly
      endorsed stock certificate(s) representing 935,000 restricted shares of common
      stock of the Issuer.
      

    


    1.3 Purchase
      Price. Concurrent with the delivery of the Stock Certificate, Purchasers shall
      deliver to Seller the purchase price of $14,375 and the Seller shall maintain
      its ownership of 65,000 shares of Common Stock of Mondo Acquisition II, Inc.
      (“Mondo Common Stock”) (the “Purchase Price”) for the Shares. The Purchase Price
      shall be paid to Seller at Closing. If the Issuer or any subsidiary thereof,
      as
      applicable, at any time within twenty four (24) months from the date hereof,
      sells or grants any option to purchase or sell or grant any right to reprice
      its
      securities, or otherwise dispose of or issue (or announce any offer, sale,
      grant
      or any option to purchase or other disposition) any Mondo Common Stock or Common
      Stock equivalents and/or sells, issues, grants or otherwise disposes of any
      Mondo Common Stock, to any person or entity not deemed an Exempt Issuance (as
      defined in this Section 1.3), entitling any person or entity to acquire shares
      of Mondo Common Stock, at an effective price per share less than $0.375 (the
      “Initial Price”) (such lower price, the “Base Share Price” and such issuances
      collectively, a “Dilutive Issuance”) (if the holder of the Mondo Common Stock or
      Common Stock equivalents so issued shall at any time, whether by operation
      of
      purchase price adjustments, reset provisions, floating conversion, exercise
      or
      exchange prices or otherwise, or due to warrants, options or rights per share
      which are issued in connection with such issuance, be entitled to receive shares
      of Mondo Common Stock at an effective price per share which is less than $0.375,
      such issuance shall be deemed to have occurred for less than $0.375 on such
      date
      of the Dilutive Issuance”), then the Seller shall receive additional Mondo
      Common Stock equal to the difference between $0.375 and the Base Share Price
      multiplied by 65,000, and Purchaser shall immediately issue or cause such shares
      to be issued in the name of Seller and delivered to Seller at the following
      address, Sichenzia Ross Friedman Ference LLP 61 Broadway, New York, New York
      10006. In the event of such a Dilutive Issuance, the Initial Price shall be
      re-set to the Base Share Price for the purpose of calculating the next
      subsequent Dilutive Issuance; and in the event of additional Dilutive Issuances,
      the Initial Price shall be re-set to such subsequent Base Share Prices. Such
      adjustment shall be made whenever such Mondo Common Stock or Common Stock
      equivalents are issued. The Purchaser shall notify the Seller in writing, no
      later than the business day following the issuance of any Mondo Common Stock
      or
      Common Stock Equivalents subject to this Section 1.3, indicating therein the
      applicable issuance price, or applicable resent price, exchange price,
      conversion price and other pricing terms (such notice the “Dilutive Issuance
      Notice”. For purposes of this Section 1.3, an “Exempt Issuance” shall mean the
      issuance of shares of Common Stock or options to (a) Abacus Investments Corp.
      (“Abacus”) or any employees, officers, or directors of Abacus or (b) Sanming
      Huajian Bio-Engineering, Ltd. (“Sanming”) or any employees, officers, or
      directors of Sanming.

    


    
      
         

      

      
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    1.4 
      Piggy-Back
      Registration Rights. If at any time after the date hereof until such the date
      that the Mondo Common Stock may be sold pursuant to Rule 144 without volume
      or
      manner of sale restrictions, the Issuer shall determine to prepare and file
      with
      the Commission a registration statement relating to an offering for its own
      account or the account of others of any of its equity securities, other than
      on
      Form S-4 or Form S-8 (each as promulgated under the Securities Act), or their
      then equivalents (a “Registration
      Statement”),
      relating to equity securities to be issued solely in connection with any
      acquisition of any entity or business or equity securities issuable in
      connection with stock option or other employee benefit plans, then the Issuer
      shall send a written notice of such determination to each holder of Mondo Common
      Stock (the “Holder”) and, if within ten calendar days after the date of delivery
      of such notice, any such Holder shall so request in writing, the Issuer shall
      include in such Registration Statement all or any part of the Mondo Common
      Stock
      as the Holder requests to be registered so long as such Mondo Common Stock
      are
      proposed to be disposed in the same manner as those securities set forth in
      the
      Registration Statement; provided,
      however,
      if the
      inclusion of Mondo Common Stock requested to be included in the Registration
      Statement would cause an adverse effect on the success of any such offering,
      based on market conditions or otherwise (an “Adverse
      Effect”),
      then
      the Issuer shall be required to include in such Registration Statement only
      that
      number of Mondo Common Stock to the extent that such inclusion shall not cause
      and Adverse Effect; provided,
      further,
      if such
      number of Mondo Common Stock is limited hereunder, any cutbacks of a Holder’s
      Mondo Common Stock shall be done on a pro rata basis among all Holders based
      on
      their respective number of shares to be registered hereunder. To the extent
      that
      all of the Mondo Common Stock are not included in the initial Registration
      Statement, the Holders shall have the right to request the inclusion of its
      Mondo Common Stock in subsequent Registration Statements until all such Mondo
      Common Stock have been registered in accordance with the terms hereof. If the
      offering in which the Mondo Common Stock is being included in a Registration
      Statement is a firm commitment underwritten offering, unless otherwise agreed
      by
      the Issuer, the Holder shall sell its Mondo Common Stock in such offering using
      the same underwriters and, subject to the provisions hereof, on the same terms
      and conditions as the other shares of Common Stock that are included in such
      underwritten offering. The Issuer shall use its best efforts to cause any
      Registration Statement to be declared effective by the Commission as promptly
      as
      is possible following it being filed with the Commission and to remain effective
      until all Mondo Common Stock subject thereto have been sold or may be sold
      without volume or manner of sale restrictions. All fees and expenses incident
      to
      the performance of or compliance with this Section 1.4 by the Issuer shall
      be
      borne by the Issuer whether or not any Mondo Common Stock are sold pursuant
      to
      the Registration Statement. The Issuer shall indemnify and hold harmless the
      Holder, the officers, directors, members, partners, agents, brokers, investment
      advisors and employees of each of them, each person who controls the Holder
      (within the meaning of Section 15 of the Securities Act or Section 20 of the
      Exchange Act), and the officers, directors, members, shareholders, partners,
      agents and employees of each such controlling person, to the fullest extent
      permitted by applicable law, from and against any and all losses, claims,
      damages, liabilities, costs (including, without limitation, reasonable
      attorneys’ fees) and expenses (collectively, the “Losses”),
      as
      incurred, arising out of or relating to (i) any untrue or alleged untrue
      statement of a material fact contained in the Registration Statement, any
      prospectus included therein or any form of prospectus or in any amendment or
      supplement thereto or in any preliminary prospectus, or arising out of or
      relating to any omission or alleged omission of a material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      any
      prospectus or form of prospectus or supplement thereto, in light of the
      circumstances under which they were made) not misleading or (ii) any violation
      or alleged violation by the Issuer of the Securities Act, the Exchange Act
      or
      any state securities law, or any rule or regulation thereunder, in connection
      with the performance of its obligations under this Section 1.4, except to the
      extent, but only to the extent, that such untrue statements or omissions
      referred to in (i) above are based solely upon information regarding the Holder
      furnished in writing to the Issuer by the Holder expressly for use therein,
      or
      (ii) to the extent that such information relates to such Holder’s proposed
      method of distribution of Mondo Common Stock and was reviewed and expressly
      approved in writing by such Holder expressly for use in a Registration
      Statement, the prospectus included therein or in any amendment or supplement
      thereto. The rights of the Holder under this Section 1.4 shall survive until
      all
      Mondo Common Stock have been either registered under a Registration Statement
      or
      been sold pursuant to an exemption to the registration requirements of the
      Securities Act. Each Holder shall, severally and not jointly, indemnify and
      hold
      harmless the Issuer, its directors, officers, agents and employees, each Person
      who controls the Issuer (within the meaning of Section 15 of the Securities
      Act
      and Section 20 of the Exchange Act), and the directors, officers, agents or
      employees of such controlling Persons, to the fullest extent permitted by
      applicable law, from and against all Losses, as incurred, to the extent arising
      out of or based solely upon: (x) such Holder’s failure to comply with the
      prospectus delivery requirements of the Securities Act or (y) any untrue or
      alleged untrue statement of a material fact contained in any Registration
      Statement, any prospectus included therein, or in any amendment or supplement
      thereto or in any preliminary prospectus, or arising out of or relating to
      any
      omission or alleged omission of a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading (i) to the extent,
      but
      only to the extent, that such untrue statement or omission is contained in
      any
      information so furnished in writing by such Holder to the Issuer specifically
      for inclusion in such Registration Statement or (ii) to the extent that such
      information relates to such Holder’s proposed method of distribution of Mondo
      Common Stock and was reviewed and expressly approved in writing by such Holder
      expressly for use in a Registration Statement, the prospectus included therein
      or in any amendment or supplement thereto. In no event shall the liability
      of
      any selling Holder hereunder be greater in amount than the dollar amount of
      the
      net proceeds received by such Holder upon the sale of the Mondo Common Stock
      giving rise to such indemnification obligation.

     

    
      
         

      

      
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    1.5 Closing. 
      The
      Closing of the transactions provided for in this Agreement shall take
      place on or before September
      30, 2008
      (the
“Closing Date”)
      at 61
      Broadway, 32nd
      Floor,
      New York, New York, 10006.

    


    2. RELATED
      TRANSACTIONS

    


    2.1 Finder. There
      are
      no finders with respect to the transaction contemplated herein. 

    


    3. REPRESENTATIONS
      AND WARRANTIES BY THE SELLER, PURCHASER
      AND
      ISSUER

    


    3.1 The
      Seller hereby represents and warrants to Purchasers as follows:

    


    (a) The
      Seller
      is a
      corporation duly organized, validly existing, and in good standing under the
      laws of the state of Delaware, and is qualified in no other state.

    


    (b) This
      Agreement and any other agreement executed by Seller in connection herewith
      have
      been duly executed and delivered by it and constitute the valid, binding and
      enforceable obligation of Seller, subject to the applicable bankruptcy,
      insolvency and similar laws affecting creditors’ rights generally and rights of
      stockholders. 

    


    (c) Seller
      has full power and authority to sell and transfer the Shares to Purchaser
      without obtaining the waiver, consent, order or approval of (i) any state or
      federal governmental authority or (ii) any third party or other person
      including, but not limited to, other stockholders of the Issuer.
      

     

    (d) Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby will constitute a violation or default under
      any term or provision of the Certificate of Incorporation or By-Laws of
      the
      Seller,
      or of any contract, commitment, indenture, other agreement or restriction of
      any
      kind or character to which the Seller
      is
      a party to or by which the Seller is bound. 

    


     
      3.2 The
      Issuer hereby represents and warrants to the Purchasers as follows:

     

    (a) The
      Issuer is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and
      the
      Issuer shall provide to Purchaser on the Closing Date a Certificate of Good
      Standing from the Secretary of State of Delaware.
      The
      Issuer has the corporate power to own its properties and to carry on its
      business as now being conducted and is duly qualified to do business and is
      in
      good standing in each jurisdiction in which the failure to be so qualified
      and
      in good standing would have a material adverse effect on the Issuer. The Issuer
      is not in violation of any of the provisions of its certificate of incorporation
      or by-laws. No consent, approval or agreement of any individual or entity is
      required to be obtained by the Issuer in connection with the execution and
      performance by the Issuer of this Agreement or the execution and performance
      by
      the Issuer of any agreements, instruments or other obligations entered into
      in
      connection with this Agreement. The Issuer has no subsidiary, and it does not
      have any equity investment or other interest, direct or indirect, in, or any
      outstanding loans, advances or guarantees to or on behalf of, any domestic
      or
      foreign individual or entity.

     

    (b)
       To
      the
      best of Issuer’s knowledge, the authorized capital stock of the Issuer consists
      of 40,000,000 shares of common stock, 1,000,000 of which are validly issued
      and
      outstanding, fully paid and non-assessable and 10,000,000 shares of preferred
      stock, none of which are issued and outstanding, as set forth in the Issuer’s
      10-Q for the quarter ended June 30, 2008. The Purchaser acknowledges that these
      Shares being acquired from the Seller are restricted securities as that term
      is
      defined in Rule 144 of the Securities Act of 1933, as amended (the
“Act”). 

     

    (c)
       Other
      than as otherwise described herein, the Issuer is not a party to any agreement
      or understanding pursuant to which any securities of any class of capital stock
      are to be issued or created or transferred. The Issuer has not acquired any
      shares of Common Stock, and has no formal or informal agreements or
      understandings pursuant to which it can or will acquire any shares of Issuer
      Common Stock. The Issuer nor any officer, director or 5% stockholder of the
      Issuer has any agreements, plans, understandings or proposals, whether formal
      or
      informal or whether oral or in writing, pursuant to which it granted or may
      have
      issued or granted any individual or entity any convertible security or any
      interest in the Issuer or the Issuer’s earnings or profits, however defined. As
      used in this Agreement, the term “Convertible Securities” shall mean any
      options, rights, warrants, convertible debt, equity securities or other
      instrument or agreement upon the exercise or conversion of which or upon the
      exchange of which or pursuant to the terms of which additional shares of any
      class of capital stock of the Issuer may be issued. 

     

    (d)
       There
      is
      no private or governmental action, suit, proceeding, claim, arbitration or
      investigation pending before any agency, court or tribunal, foreign or domestic,
      or, to the Issuer’s best knowledge, threatened against the Issuer or any of its
      properties or any of its officers or directors (in their capacities as such).
      There is no judgment, decree or order against the Issuer that could prevent,
      enjoin, alter or delay any of the transactions contemplated by this Agreement.
      The term “Best Knowledge” of
      the
      Issuer shall mean and include (i) actual knowledge and (ii) that knowledge
      which
      a prudent businessperson would reasonably have obtained in the management of
      such Person’s business affairs after making due inquiry and exercising the due
      diligence which a prudent businessperson should have made or exercised, as
      applicable, with respect thereto. Actual or imputed knowledge of any director
      or
      officer or Seller shall be deemed to be knowledge of the Issuer.

     

    
      
         

      

      
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    (e)
       There
      are
      no material claims, actions, suits, proceedings, inquiries, labor disputes
      or
      investigations (whether or not purportedly on behalf of the Issuer) pending
      or,
      to the Issuer’s Best Knowledge, threatened against the Issuer or any of its
      assets, at law or in equity or by or before any governmental entity or in
      arbitration or mediation. No bankruptcy, receivership or debtor relief
      proceedings are pending or, to the best of the Issuer’s knowledge, threatened
      against the Issuer.

     

    (f)
       The
      Issuer has complied with, is not in violation of, and has not received any
      notices of violation with respect to, any federal, state, local or foreign
      laws,
      judgment, decree, injunction or order, applicable to it, the conduct of its
      business, or the ownership or operation of its business. References in this
      Agreement to “Laws” shall refer to any laws, rules or regulations of any
      federal, state or local government or any governmental or quasi-governmental
      agency, bureau, commission, instrumentality or judicial body (including, without
      limitation, any federal or state securities law, regulation, rule or
      administrative order).

     

    (g) The
      Issuer has properly filed all tax returns (if any) required to be filed and
      has
      paid all taxes shown thereon to be due. To the Best Knowledge of the Issuer,
      all
      tax returns previously filed are true and correct in all material respects.
      

     

    (h) The
      Issuer has no outstanding liabilities or obligations to any party except as
      reflected on the Issuer’s Form 10-Q for the quarter ended June 30, 2008, other
      than charges since such date similar to those incurred in past periods and
      consistent with past practice, all of which will be discharged prior to or
      at
      the Closing so that, at the Closing, the Issuer will have no direct, contingent
      or other obligations of any kind or any commitment or contractual obligations
      of
      any kind and description. 

     

    (i) All
      of
      the business and financial transactions of the Issuer have been fully and
      properly reflected in the books and records of the Issuer in all material
      respects and in accordance with US generally accepted accounting principles
      consistently applied.

     

    (j) The
      Issuer is current with its reporting obligations under the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”). None of the Issuer’s filings made
      pursuant to the Exchange Act (collectively, the “Issuer SEC Documents”) contain
      any misstatements of material fact or omit to state a material fact necessary
      to
      make the statements made therein not misleading. The Issuer SEC Documents,
      as of
      their respective dates, complied in all material respects with the requirements
      of the Exchange Act, and the rules and regulations of the Commission thereunder,
      and are available on the Commission’s EDGAR system. The financial statements
      included in the Issuer SEC Documents present and reflect, in accordance with
      generally accepted accounting principles, consistently applied, the financial
      condition of the Issuer on the balance sheet dates and the results of its
      operations, cash flows and changes in stockholders’ equity for the periods then
      ended in accordance with US generally accepted accounting principles,
      consistently applied. The accountants who audited the Issuer’s financial
      statements are independent, within the meaning of the Securities Act and are
      a
      member of the PCAOB. There has not occurred any material adverse change, or
      any
      development involving a prospective material adverse change, in the condition,
      financial or otherwise, or in the earnings, business or operations of the
      Issuer, from that set forth in the Issuer’s Quarterly Report on Form 10-Q for
      the quarter ended June 30, 2008. 

     

    (k) The
      execution and delivery of this Agreement by the Issuer and the consummation
      of
      the transactions contemplated by this Agreement will not result in any material
      violation of the Issuer’s certificate of incorporation or by-laws.

     

    (l) All
      representations, covenants and warranties of the Issuer and Sellers contained
      in
      this Agreement shall be true and correct on and as of the Closing date with
      the
      same effect as though the same had been made on and as of such
      date.

     

    (m) The
      Issuer has the corporate power, authority and capacity to carry on its business
      as presently conducted.

     

    3.3 Each
      Purchaser, individually and not jointly, represents and warrants to Seller
      and
      Issuer as follows:

    


    (a) Purchaser
      understands that the Shares have not been registered with the United States
      Securities and Exchange Commission or any state or foreign securities agencies.
      

    


    
      
         

      

      
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    (b) Purchaser
      has the requisite competence and authority to execute and deliver this Agreement
      and any other agreements and undertakings referenced herein, to perform its
      obligations hereunder and to consummate the transactions contemplated hereby.
      This Agreement and any other agreements executed by Purchaser in connection
      herewith have been duly executed and delivered by it and constitute the valid,
      binding and enforceable obligation of Purchaser, subject to applicable
      bankruptcy, insolvency and similar laws affecting creditors’ rights generally
      and the rights of stockholders. 

    


    (c) The
      Purchaser has consulted its own independent counsel and tax advisor regarding
      the transactions described herein. Purchaser is capable of evaluating the merits
      and risks of its investment in the Issuer
      and has
      the capacity to protect its interests. Purchaser acknowledges that it must
      bear
      the economic risk of this investment indefinitely, unless the Shares are
      subsequently registered pursuant to the Securities Act of 1933, as amended
      (the
“Act”), or an exemption from registration is available. Purchaser understands
      that the Issuer
      has no
      present intention of registering the Shares. 

    


    (d) Purchaser
      is not an underwriter and is acquiring the Seller’s Shares for Purchaser’s own
      account for investment only and not with a view towards distribution thereof
      within the meaning of the Act, the state securities laws and any other
      applicable laws. 

    


    (e) Purchaser
      has the capacity to protect its interests in connection with the transactions
      contemplated hereby as a result of its business or financial
      expertise.

    


    (f) Reserved.

    


    (g) To
      the
      extent that any federal, and/or state securities laws shall require, the
      Purchaser hereby agrees that any Shares acquired pursuant to this Agreement
      shall be without preference as to assets.

    


    (h) Neither
      the Issuer
      nor the
      Seller is under an obligation to register or seek an exemption under any
      federal, state or foreign securities acts for any stock of the Issuer
      or to
      cause or permit such stock to be transferred in the absence of any registration
      or exemption and that the Purchaser herein must hold such stock indefinitely
      unless such stock is subsequently registered under any federal and/or state
      securities acts or an exemption from registration is available.

     

    (i) The
      Purchaser has had the opportunity to ask questions of the Issuer
      and the
      Seller and receive additional information from the Issuer
      and the
      Seller to the extent that the Issuer
      and the
      Seller possessed such information or could acquire it without unreasonable
      effort or expense necessary to evaluate the merits and risks of any investment
      in the Issuer.
      Further, the Purchaser has been given or has had access to: (1) all material
      books and records of the Issuer;
      (2) all
      material contracts and documents relating to the Issuer
      and this
      proposed transaction; and (3) an opportunity to question the Seller and the
      appropriate executive officers of the Issuer.

    


    (j) The
      Purchaser understands that the Certificates representing the Shares delivered
      pursuant to this Agreement are subject to certain trading restrictions imposed
      under Rule 144 of the Act or Regulation S promulgated under the Act are
      applicable to the Shares. 

    


    


    4. SURVIVAL
      OF REPRESENTATIONS; INDEMNIFICATION 

    


    4.1 Survival
      of Representations.
      All
      representations, warranties, and agreements made by any party in this Agreement
      or pursuant hereto shall survive the execution and delivery hereof and any
      investigation at any time made by or on behalf of any party for a period not
      to
      exceed 180 days.

    


    4.2 Indemnification.
      The Seller agrees to indemnify the Purchaser, and hold it harmless from and
      in
      respect of any assessment, loss, damage, liability, cost and expense (including,
      without limitation, interest, penalties, and reasonable attorneys’ fees) up to
      $14,375.00 in the aggregate, imposed upon or incurred by the Purchasers
      resulting from a breach of any agreement, representation, or warranty of the
      Seller if the claim is brought within six (6) months of Closing. Assertion
      by
      the Purchasers to their right to indemnification under this Section 4.2 shall
      not preclude assertion by the Purchasers of any other rights or the seeking
      of
      any other remedies against the Seller. 

    


    5. MISCELLANEOUS

    


    5.1  Expenses.
      All fees and expenses incurred by the Purchasers and Seller in connection with
      the transactions contemplated by this Agreement shall be borne by the respective
      parties hereto.

    


    
      
         

      

      
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    5.2 Further
      Assurances. From time to time, at the Purchasers Agent request and without
      further consideration, the Seller, will execute and transfer such documents
      and
      will take such action as the Purchasers may reasonably request in order to
      effectively consummate the transactions contemplated herein.

    


    5.3 Parties
      in Interest. All the terms and provisions of this Agreement shall be binding
      upon, shall inure to the benefit of, and shall be enforceable by the prospective
      heirs, beneficiaries, representatives, successors and assigns of the parties
      hereto. 

    5.4
      Resignation
      as Officer/Director. 

     

    On
      the
      Closing Date:

    (a)
       Each
      of
      the directors and officers of Issuer shall have resigned as directors
      and/or officers
      of Issuer; and

    


    (b)
       Cris
      Neely shall be appointed as the sole director of the Board of
      Directors.

    


    5.5 Prior
      Agreements; Amendments. This
      Agreement supersedes all prior agreements and understandings between the parties
      with respect to the subject matter hereof. This Agreement shall not be amended
      except by a writing signed by both parties or their respective successors or
      assigns. 

    


    5.6 Headings.
      The
      section and paragraph headings contained in this Agreement are for reference
      purposes only and shall not affect in any way the meaning or interpretations
      of
      this Agreement. 

    


    5.7 Governing
      Law. The situs of this Agreement is New York, New York, and for all purposes
      this Agreement will be governed exclusively by and construed and enforced in
      accordance with the laws and Courts prevailing in the state of New
      York.

    


    5.8 Notices.
      All notices, requests, demands, and other communication hereunder shall be
      in
      writing and shall be deemed to have been duly given if delivered or mailed
      (registered or certified mail, postage prepaid, return receipt requested) as
      follows:

    


    If
      to the
      Seller:

    Mondo
      Management Corp.

    61
      Broadway, 32nd
      Floor

    New
      York,
      New York, 10006

    Attn:
      Darrin Ocasio, Esq.

    


    If
      to the
      Purchasers: 

    Cris
      Neely

    2835
      NW
      45th
      Street

    Boca
      Raton, Florida 33434

    If
      to the
      Issuer:

    


    Mondo
      Acquisition II, Inc.

    61
      Broadway, 32nd
      Floor

    New
      York,
      New York, 10006

    Attn:
      Darrin Ocasio, Esq.

     

    5.9 Effect.
      In the event any portion of this Agreement is deemed to be null and void under
      any state, provincial, or federal law, all other portions and provisions not
      deemed void or voidable shall be given full force and effect.

    


    5.10 Counterparts.
      This Agreement may be executed in one or more counterparts and by transmission
      of a facsimile or digital image containing the signature of an authorized
      person, each of which shall be deemed and accepted as an original, and all
      of
      which together shall constitute a single instrument. Each party represents
      and
      warrants that the person executing on behalf of such party has been duly
      authorized to execute this Agreement.

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
      Seller, the Purchaser and the Issuer on the date first written
      above.

    


    


    *
      * * * *
      * * * *

    (signature
      page follows)


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


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

    


    SELLER:       

     

    Mondo
      Management Corp.   

    


    


    By:
      __________________________

    


    Its:
      __________________________

    


    


     ISSUER:

    


    


    Mondo
      Acquisition II, Inc.

    


    


    


    By:
      ____________________________

    


    Its:
      ____________________________

    


    


    


    PURCHASERS:

    


    Cris
      Neely.

    


    By:
      ____________________________

    


    An
      individual

     

    7