Exhibit 10.2


AGREEMENT FOR PURCHASE AND SALE OF STOCK


          This
Agreement for Purchase of Stock (“Agreement”) is made and deemed effective as
of September 26, 2008, by and between Tech Power, Inc. (referred to as
“Seller”), on one side, and Matthew J. Marcus or his assigns, successors and/or
nominees (referred to as “Purchaser”), on the other side, with reference to the
herein recitals, terms and conditions.


RECITALS


          A. Seller’s representative is a shareholder
of record and current Chairman and CEO of Tech Power, Inc. a Nevada Corporation
(the “Corporation”);


          B. Purchaser desires to purchase and Seller
desire to sell or cause to be sold a certain number of common shares of the
Corporation’s stock as identified in Exhibit “A” (the “Stock”) upon the terms
and subject to the conditions hereinafter set forth;


          C. Purchaser further desires to be retained
by the Corporation as Chairman of the board of directors and Chief Executive
Officer in conjunction with consummation of the transaction contemplated by
this Agreement;


          NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained in this Agreement, it is hereby
agreed as follows:


AGREEMENT


          1.0 Purchase and Sale; Closing.


          1.1 Purchases and Sale of Corporation’s Common
Stock.


          Subject
to the terms and conditions hereinafter set forth, at the closing of the
transaction (defined below) contemplated hereby, Seller shall collectively
sell, convey and transfer, or cause to be sold, conveyed or transferred, the
Stock and deliver to Purchaser certificates representing the Stock, and the
Purchaser shall purchase from the Seller the Stock in consideration of the
purchase price set forth in Section 2, below. The certificates representing the
Stock shall be duly endorsed for transfer or accompanied by appropriate stock
transfer powers duly executed in blank, in either case with signatures
guaranteed in the customary fashion, and shall have all the necessary
documentary transfer tax stamps affixed thereto at Sellers’ sole expense.


          1.2 Procedure for Closing.


          The
closing of the transaction contemplated by this Agreement shall be held on
September 26, 2008 at 1:00 p.m. EST, or such other place, date and time as the
parties hereto may otherwise agree (such date to be referred to in this
Agreement as the “Closing Date”).


          1.3 Deliveries by Sellers.


          On
the Closing Date, Sellers shall deliver to Purchaser the following:


	
 

	
 

	
 


	
 

	
A.

	
Those certificates
  evidencing the Stock as set forth in Section 3.2, below; and


	
 


	
 

	
B.

	
Executed resignation of
  Mitchell S. Marcus; and


	
 


	
 

	
C.

	
Executed Employment
  agreement for Matthew J. Marcus










          1.4 Deliveries by Buyers.


          On
the Closing Date, Purchaser shall deliver to Seller, in accordance with the
allocations set forth in Exhibit “A” hereto, checks or wire transfers totaling
$400,000 as full consideration of the contemplated purchase of 40,000,000
(FORTY MILLION) shares of the seller’s common stock.


          2.0 Amount and Payment of Purchase
Price.


          The
full purchase price of the Stock shall be $400,000 in accordance with the
allocation set forth in Exhibit “A” attached and incorporated herein, all in
the aggregate sum of Four-Hundred Thousand ($400,000) Dollars and 00/100.


          3.0 Sellers’ Representations and
Warranties.


          Seller
hereby warrants and represent as follows:


          3.1. Validity of Agreement.


          This
Agreement has been duly executed and delivered by Seller and is a legal, valid
and binding obligation upon Seller, enforceable in accordance with its terms,
except as may be limited by the laws of bankruptcy or equity.


          3.2 Title to Shares.


          The
forty million shares of Stock are free and clear of all liens, security
interests, charges or other encumbrances, except as otherwise disclosed in
writing by Seller. Seller is not party to any agreement, written or oral,
creating rights in respect to the Stock in any third person or relating to the
voting of the Stock. There are no existing warrants, options, stock purchase
agreements, stock transfer restriction agreements, redemption agreements, calls
or rights to subscribe of any character relating to the Stock, nor are there
any securities convertible into such stock.


          3.3 Voluntary and Intelligent
Execution.


          Seller
has entered into the transaction contemplated by this Agreement at Sellers’ own
free will and without any fraud or coercion of any kind. Seller has not relied
on any representations not contained in this Agreement. Seller has had the
opportunity to seek the advice of competent and independent legal counsel with
respect thereto and undertaken such investigation into the relevant facts as
Seller deemed necessary and appropriate.


          3.4 Authority Relative to this
Agreement.


          Except
as otherwise stated herein, Seller has full power and authority to execute this
Agreement and carry out the transaction contemplated by it and no further
action is necessary by Seller to make this Agreement valid and binding upon
Seller and enforceable against him, individually or jointly, in accordance with
the terms hereof, or to carry out the actions contemplated hereby. The
execution, delivery and performance of this Agreement by Seller will not:


                    A.
Constitute a breach or a violation of the Corporation’s Certificate of
Incorporation, By-Laws, or of any law, agreement, indenture, deed of trust,
mortgage, loan agreement or other instrument to which any of them are a party,
or by which it is bound;






                    B.
Constitute a violation of any order, judgment or decree to which any of them
are a party or by which its assets or properties are bound or affected; or


                    C.
Result in the creation of any lien, charge or encumbrance upon any of their
assets or properties, except as stated herein.


          3.5 Seller’s Liability
Representation.


          Seller
hereby represents that Schedule “C” contains the full list of outstanding
liabilities of the Company as of the Closing Date and hereby indemnifies the
Purchaser for any and all amounts in excess of those described on Schedule “C”.


          3.6 Audit Representation.


          To
the best of Seller’s belief and knowledge, the Corporation’s books are
“Auditable” for the fiscal year ended 2007. Further the Seller guarantee’s that
he will deliver complete audited financial results for the fiscal year ended
December 31, 2007 and through 2nd quarter ended June 30, 2008 at his
full expenses by October 26, 2008. Further, at closing, the seller will deliver
to the Purchaser the Corporate book, including copies of all of the
Corporation’s executed board resolutions and approved contracts. In addition
the Seller pledges full cooperation with the Purchaser in completing the
aforementioned transaction.


          4.0 Release and Waiver.


          For
the consideration and mutual promises herein contained, the Seller, on behalf
of himself and for all of its officers, directors, trustees, shareholders,
heirs, executors, administrators, attorneys, consultants, successors and
assigns, principals, agents, servants, employees, representatives, and each of
them, hereby forever release and discharge Purchaser and the Corporation and
their companies, officers, directors, trustees, shareholders, heirs, executors,
administrators, attorneys, consultants, successors and assigns, partners,
principals, agents, servants, employees, representatives, and each of them,
from any and all actions, causes of action, judgments, liens, promises, agreements,
contracts, obligations, Transactions, indebtedness, costs, damages, losses,
lawsuits, arbitrations, appeals, claims, liabilities, indemnifications, debts,
restrictive covenants, demands, attorney’s fees or expenses of any nature
whatsoever, except as expressly set forth in this Agreement, and rights of any
kind or character, known or unknown or speculative, arising out of, based upon,
or relating to any claim, whether known or unknown, concerning in any manner
Purchaser or the Corporation.


          5.0 Indemnification.


          5.1 Definition.


          As
used in this provision, “Damages” means all claims, damages, liabilities,
losses, judgments, settlements, and expenses, including, without limitation,
all reasonable fees and disbursements of counsel incident to the investigation
or defense of any claim or proceeding or threatened claim or proceeding.


          5.2 Terms of Indemnification.


          Seller
agrees to jointly and severally indemnify, defend and hold harmless Purchaser
from all Damages (i) proximately caused by the fault or negligence of Seller,
its officers, employees or agents; (ii) which relate in any manner to the terms
and obligations of this Agreement; (iii) which relate to any other failure by
Seller to comply with any terms of this Agreement; (iv) which relate to any
failure by Seller to comply with applicable laws and/or regulations in
accordance with this Agreement; (v) resulting from any breach of any
representation, warranty, covenant or promise made by Seller in this Agreement;
and/or (vi) resulting from any and all federal, state or local tax liabilities
of Seller that in any manner impact Purchaser.






          5.3 Notice of Claim.


          Seller
shall promptly notify Purchaser in writing of any claim asserted by a third person
that might give rise to any indemnity obligation hereunder. Failure of Seller
to promptly give such notice shall not relieve that individual of his
indemnification obligations under this Agreement. Together with or following
such notice, Seller shall deliver to Purchaser copies of all Notices and
documents received by such party relating to the asserted claim (including
court papers).


          6.0 Expenses.


          Each
of the parties hereto shall pay its own expense in connection with this Agreement
and the transactions contemplated hereby, including the fees and expenses of
its counsel and its certified public accountants and other experts.


          7.0 Conditions Precedent.


          7.1 Purchaser’s obligations under this
Agreement are expressly conditioned upon, among other requirements stated
herein, (i) the negotiation and execution of an executive employment agreement
between the Corporation and Purchaser’s representative, (ii) effective
resignation of all present board members and officers of the Corporation, and
(iii) the election of Purchaser’s representative as the CEO of the Corporation.
Seller acknowledges and understands that the Corporation intends to retain and
employ Purchaser’s representative as an officer and/or director of the Corporation.
Seller further acknowledges and hereby waives any conflict of interest by
virtue of the intended employment of Purchaser’s representative by the
Corporation.


          7.2 In the event that Purchaser,
Corporation or any third party fails to execute any of the above referenced
agreements for any reason, then any deposits made by Purchaser to Seller,
either individually or collectively, towards purchase of the Stock shall be
immediately refunded by Seller and Purchaser’s obligations under this Agreement
shall be fully extinguished. Further, in such event, all items delivered by
Seller shall be returned to same, including the Stock.


          8.0 Miscellaneous.


          8.1 Waivers.


          No
action taken pursuant to this Agreement, including any investigation by or on
behalf of any party shall be deemed to constitute a waiver by the party taking
such action or compliance with any representation, warranty, covenant or
agreement contained herein, therein and in any documents delivered in connection
herewith or therewith. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.


          8.2 Notices.


          All
notices, requests, demands and other communications, which are required or may
be given under this Agreement shall be in writing and shall be deemed to have
been duly given if delivered or mailed, first class mail, postage prepaid:


	
 

	
 

	
 


	
 

	
To
  Seller:

	
Mitchell S. Marcus


	
 

	
 

	
21356 Nordhoff Street,
  Suite 106


	
 

	
 

	
Chatsworth, CA 91311


	
 

	
 

	
818-882-8987










	
 

	
 

	
 


	
 

	
To
  Purchaser:

	
Matthew J. Marcus


	
 

	
 

	
18031 Irvine Blvd., Suite
  101


	
 

	
 

	
Tustin, CA 92780


	
 

	
 

	
714-832-5386 office





          Or
to such other address as such party shall have specified by notice in writing
to the other party.


          8.3 Merger and Integration.


          This
Agreement contains the entire understanding of the parties. There are no
representations, covenants or understandings other than those, either express,
implied or referred to herein. Each party acknowledges that there are no
conditions to this Agreement other than those expressed or referred to herein.
Each party further acknowledges that no other party or any agent or attorney of
any other party has made any promise, representation or warranty whatsoever,
express or implied or statutory, not contained or referred to herein,
concerning the subject matter hereof, to induce him to execute this Agreement,
and he acknowledges that he has not executed this Agreement in reliance on any
such promise, representation or warranty not specifically contained or referred
to herein.


          8.4 Sections and Other Headings.


          The
section and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.


          8.5 Governing Law.


          This
Agreement, and all transactions contemplated hereby, shall be governed by,
construed and enforced in accordance with the laws of the State of Nevada. The
parties herein submit to personal jurisdiction and venue of a court of subject
matter jurisdiction, which is appropriate for Irvine, California.


          8.6 Attorney’s Fees and Court
Costs.


          In
the event that litigation results from or arises out of this Agreement or the
performance thereof, the parties agree to reimburse the prevailing party’s
reasonable attorney’s fees, court costs, and all other expenses, whether or not
taxable by the court as costs, in addition to any other relief to which, the
prevailing party may be entitled.


          8.8 Contractual Procedures.


          Unless
specifically disallowed by law, should litigation arise hereunder, service of
process therefore, may be obtained through certified mail, return receipt
requested; the parties hereto waiving any and all rights they may have to
object to the method by which service was perfected.


          8.9 Partial Invalidity.


          If
any provision in this Agreement is held by a court of competent jurisdiction to
be invalid, void, or unenforceable, the remaining provisions will nevertheless
continue in full force without being impaired or invalidated in any way.


          8.10 Survival of Representations and
Warranties.


          The
representations and warranties of the parties including indemnification
obligations contained herein shall survive following the Closing Date.


          8.11 Further Assurances.


          The
parties agree to take all further actions, including execution of documents,
which are reasonably necessary to effectuate the transaction contemplated by
this Agreement.






          8.12 Binding on Successors.


          This
Agreement and covenants and conditions herein contained shall apply to, be
binding upon and inure to the benefit of the respective heirs, administrators,
executors, legal representatives, assignees, successors and agents of the
parties hereto.


          8.13 Specific Performance.


          The
parties agree that remedies, at least for any breach or threat of breach of
this Agreement, may be inadequate and that, in the event of any such breach or
threat of breach, the non-breaching party will be entitled, in addition to all
other rights and remedies otherwise available at law or in equity, to the
equitable remedy of injunctive relief to enforce the provisions of this
Agreement.


          8.14 Joint Preparation.


          This
Agreement is to be deemed to have been jointly prepared by the parties hereto
and any uncertainty and ambiguity existing herein shall not be interpreted
against any party hereto, but according to the application of the rules of
interpretation of contracts, if any such uncertainty or ambiguity exists.


          8.15 Counterparts.


          This
Agreement can be executed in one or more counterparts and the counterparts
signed in the aggregate shall constitute a single, original instrument. A
facsimile/photocopy of this Agreement may be used in lieu of the original for
all purposes.


          IN WITNESS WHEREOF, the parties have
executed this Agreement (consisting of 6 pages including Exhibit “A”) so that
it is deemed effective as of the day and year first written above.


	
 

	
 

	
 

	
 

	
 


	
SELLER:

	
 

	
PURCHASER:


	
Tech
  Power, Inc.

	
 

	
Matthew
  J. Marcus


	
 

	
 

	
 


	
By:

	
/s/
  Mitchell S. Marcus

	
 

	
By:

	
/s/
  Matthew J. Marcus


	
 

	


	
 

	
 

	



	
Mitchell
  S. Marcus, CEO

	
 

	
Matthew
  J. Marcus


	
Dated: September
  26, 2008

	
 

	
Dated:
  September 26, 2008










EXHIBIT “A”


SELLERS’ ALLOCATION OF SHARES/PURCHASE PRICE


SHARES TO BE DELIVERED:


	
 

	
 


	
SHAREHOLDER

	
COMMON
  SHARES 


	
Matthew
  J. Marcus

	
40,000,000


	
Total

	
40,000,000


	
 

	
 


	
CASH
  DISBURSEMENT

	
 


	
 

	
 


	
Tech Power, Inc.

	
$400,000 (to be applied to
  an existing debt obligation of the Company)