---

THE SECURITIES TO WHICH THIS AGREEMENT AND PLAN OF MERGER
RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE, AND WILL BE ISSUED IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
1933 ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made effective as
of the 27th of March, 2008

AMONG:

ANGSTROM TECHNOLOGIES CORP., a
publicly held Nevada corporation

(ATC)

AND:

ANGSTROM MICROSYSTEMS, INC.,a
privately held, Delaware corporation

(AMI)

AND:

ANGSTROM ACQUISITION CORP.,a
privately held, Delaware corporation

(ATC Sub)

WHEREAS:

A.      ATC Sub is a wholly-owned
subsidiary of ATC;

B.      The board of directors of each
of ATC and AMI deem it advisable and in the best interests of their respective
companies and shareholders that AMI be merged (the Merger) with and
into ATC Sub, with AMI remaining as the surviving corporation under the name
"Angstrom Microsystems, Inc.";

C.      For federal income tax
purposes, ATC, ATC Sub and AMI intend that the Merger qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the Code), and that this Agreement shall be, and
hereby is, adopted as a plan of reorganization for purposes of Section 368(a) of
the Code; and

D.      The boards of directors of
each of ATC, ATC Sub and AMI have approved this Agreement and Plan of Merger
(the Agreement) and the transactions contemplated hereby; and

---

NOW THEREFORE THIS AGREEMENT WITNESSESthat in
consideration of covenants and agreements set forth herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree each with the other as follows:

**1.**                     
**DEFINITIONS**

1.1     
             
 Definitions. The following terms have the following meanings,
unless the context indicates otherwise:

| | (a) | Agreement means this Agreement, and all the
      exhibits, schedules and other documents attached to or referred to in this
      Agreement, and all amendments and supplements, if any, to this
      Agreement;                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                         
| | (b) | AMI has the meaning ascribed to it in the
      preamble to this Agreement;                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                         
| | (c) | AMI Common Stock has the meaning ascribed to
      such term in Section 3.3 hereof;                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                         
| | (d) | AMI Financial Statements means the financial
      statements of AMI included in Schedule 10 hereto and forming part of this
      Agreement;                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                         
| | (e) | AMI Preferred Stock has the meaning ascribed to
      such term in Section 3.3 hereof;                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                         
| | (f) | AMI Shares means the 5,003,013 shares of AMI
      Common Stock and 1,295,001 shares of AMI Preferred Stock held by the
      Shareholders, being all of the issued and outstanding securities of AMI
      beneficially held, either directly or indirectly, by the
    Shareholders;
| |     |                                                                                                                                                                                                                                                                                         
| | (g) | Applicable Securities Legislation means all
      applicable securities legislation in all jurisdictions relevant to the
      issuance of the ATC Shares;                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                         
| | (h) | ATC has the meaning ascribed to it in the
      preamble to this Agreement;                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                         
| | (i) | ATC Common Stock has the meaning ascribed to it
      in Section 3.3 hereto;                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                         
| | (j) | ATC Shares means up to 6,927,816 fully paid and
      non-assessable shares of the common stock of ATC to be issued to the
      Shareholders on the Closing Date;                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                         
| | (k) | ATC Warrants has the meaning ascribed to it in
      Section 4.4 hereto;                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                         
| | (l) | ATC Stock Options means the 667,700 incentive
      stock options to be granted by ATC to the optionees listed in Schedule 1
      hereto pursuant to the 2008 Incentive Stock Option Plan;                                                                                           
| |     |                                                                                                                                                                                                                                                                                         
| | (m) | Closing means the completion of the Transaction,
      in accordance with Section 6 hereof, at which time the Closing Documents
      will be exchanged by the parties, except for those documents or other
      items specifically required to be exchanged at a later time;        
| |     |                                                                                                                                                                                                                                                                                         
| | (n) | Closing Date means March 31, 2008, or a date
      mutually agreed upon by the parties hereto;                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                         
| | (o) | Closing Documents means the papers, instruments
      and documents required to be executed and delivered at the Closing
      pursuant to this Agreement;                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                         
| | (p) | Code has the meaning ascribed to such term in
      Recital C hereto;                                                                                                                                                                                                                 

---

| | (q)  | Jain means Lalit Jain;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (r)  | Loss means any and all demands, claims, actions
      or causes of action, assessments, losses, damages, liabilities, costs, and
      expenses, including without limitation, interest, penalties, fines and
      reasonable attorneys, accountants and other professional fees and
      expenses, but excluding any indirect, consequential or punitive damages
      suffered by any person or entity including damages for lost profits or
      lost business opportunities;                                                                                                                                                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (s)  | Merger has the meaning ascribed to such term in
      Recital B hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (t)  | Merger Consideration has the meaning ascribed to
      such term in Section 2.2(e) hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (u)  | Optionholders means the optionholders of AMI
      listed in Schedule 1 hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (v)  | OTC Bulletin Board means the NASDAQ
      over-the-counter bulletin board;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (w)  | Personshall mean any individual, sole
      proprietorship, partnership, joint venture, trust, unincorporated
      organization, association, corporation, institution, government, entity or
      government or any group comprised of one or more of the
  foregoing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (x)  | Patents means the patents listed in Schedule 13
      hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (y)  | Proposed Financing has the meaning ascribed to
      such term in Section 3.21 hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (z)  | SEC means the United States Securities and
      Exchange Commission;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (aa) | SEC Reports means the periodic and current
      reports filed by ATC with the SEC pursuant to the 1934 Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (bb) | Shareholders means the Shareholders of AMI
      listed in Schedule 1 hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (cc) | Surviving Corporation has the meaning ascribed
      to such term in Section 2.1 hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (dd) | Taxes means any federal, state, local, or
      foreign income, gross receipts, license, payroll, employment, excise,
      severance, stamp, occupation, premium, windfall profits, environmental
      (including taxes under Internal Revenue Code 59A), customs duties, capital
      stock, franchise, profits, withholding, social security (or similar),
      unemployment, disability, real property, personal property, sales, use,
      transfer, registration, value added, alternative or add- on minimum,
      estimated, or other tax of any kind whatsoever, including any interest,
      penalty, or addition thereto, whether disputed or not and including any
      obligations to indemnify or otherwise assume or succeed to the Tax
      liability of any other Person.
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ee) | Tax Return means any return, declaration,
      report, claim for refund, or information return or statement relating to
      Taxes, including any schedule or attachment thereto, and including any
      amendment thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (ff) | Transaction means the merger of ATC Sub into AMI
      and the issuance of the ATC Shares to the Shareholders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (gg) | Transmittal Documents has the meaning ascribed
      to such term in Section 2.3 hereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

| | (hh) | 2008 Incentive Stock Option Plan means ATCs
      2008 Incentive Stock Option Plan in the form attached as Schedule 12
      hereto;
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                        
| | (ii) | 1933 Act means the United States Securities Act
      of 1933, as amended;                                                           
| |      |                                                                                                                                        
| | (jj) | 1934 Act means the United States Securities
      Exchange Act of 1934, as amended; and,                                             
| |      |                                                                                                                                        
| | (kk) | Schedules.The following schedules are attached to
      and form part of this Agreement:                                               

| | Schedule 1  | - | Shareholders                                                                                       
| | ----------- | - | ---------------------------------------------------------------------------------------------------
| | Schedule 2  | - | Directors and Officers of AMI                                                                      
| | Schedule 3  | - | Directors and
      Officers of ATC                                                                
| | Schedule 4  | - | AMI Liabilities                                                                                    
| | Schedule 5  | - | AMI Leases,
      Subleases, Claims, Capital Expenditures, Taxes and Other Property
      Interests
| | Schedule 6  | - | AMI Material Contracts                                                                             
| | Schedule 7  | - | Certificate of
      U.S. Shareholder                                                              
| | Schedule 8  | - | AMI Employees and Consultants                                                                      
| | Schedule 9  |   | Trademarks and
      Patents                                                                       
| | Schedule 10 | - | AMI Financial Statements                                                                           
| | Schedule 11 | - | Jain Employment
      Agreement                                                                    
| | Schedule 12 | - | 2008 Incentive Stock Option Plan                                                                   
| | Schedule 13 | - | Patents                                                                                            
| | Schedule 14 | - | AMI Actions, Proceedings,
      Judgements, Orders and Claims                                      
| | Schedule 15 | - | Registration
      Rights Agreement                                                                
| | Schedule 16 | - | Lock-Up Agreement                                                                                  

1.2                     Currency.
All dollar amounts referred to in this Agreement are in United States funds,
unless expressly stated otherwise.

**2.**                     
**MERGER TRANSACTION**

2.1                     Merger.On and subject to the terms and conditions of this Agreement, ATC Sub will
merge with and into AMI at the Effective Time (as defined below). AMI shall be
the corporation surviving the Merger (the Surviving Corporation).

2.2                     Effect
of Merger.

| | (a) | General. The Merger shall become effective on the
      date and at the time (the Effective Time) AMI and ATC Sub file
      the Certificate of Merger with the State of Delaware. The Merger shall
      have the effect set forth in the General Corporation Law of the State of
      Delaware. The Surviving Corporation may, at any time after the Effective
      Time, take any action (including executing and delivering any document) in
      the name and on behalf of either AMI or ATC Sub in order to carry out and
      effectuate the transactions contemplated by this Agreement.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | Certificate of Incorporation. The Certificate of
      Incorporation of Surviving Corporation shall be the Amended and Restated
      Certificate of Incorporation of AMI immediately prior to the Effective
      Time.                                                                                                                                                                                                                                                                                                                                                                              

---

| | (c) | Bylaws. The Bylaws of Surviving Corporation shall
      be the Bylaws of AMI immediately prior to the Effective Time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (d) | Directors and Officers. The directors and officers
      of AMI shall be and remain the directors and officers of Surviving
      Corporation at and as of the Effective Time, each holding the office with
      the Surviving Corporation that he or she held with AMI immediately prior
      to the Effective Time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (e) | Conversion of Securities. At and as of the
      Effective Time, the AMI Shares shall be converted into the right to
      receive ATC Shares (for each Shareholder a fractional share resulting from
      conversion of its aggregate holdings will be rounded up to the nearest
      whole share) which ATC Shares will be issued to the Shareholders on a
      basis of 1.1 ATC Shares for each AMI Share held (the Merger
      Consideration). No AMI securities shall be deemed to be outstanding
      or to have any rights other than those described and provided for in this
      Section 2 at and after the Effective Time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (f) | Termination of Options to Purchase AMI Shares. At
      and as of the Effective Time, each outstanding option or right to purchase
      or acquire any securities of AMI to which AMI is a party shall terminate
      and no longer represent any right to purchase any securities of AMI, ATC
      or ATC Sub.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (g) | Conversion of ATC Sub Securities. At and as of the
      Effective Time, all ATC Sub securities shall be converted into 1,000
      shares of common stock of the Surviving Corporation, as such are
      constituted immediately following the Effective Time, and shall be
      registered in the name of ATC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (h) | Dissenting Shares.Each outstanding AMI share, the
      holder of which has not approved the Transaction and demanded and
      perfected its demand for payment of the fair value of its shares in
      accordance with applicable corporate laws (Appraisal Rights) and
      has not effectively withdrawn or lost its right to such payment
      (Dissenting Shares) shall not be converted into or represent a
      right to receive ATC Shares pursuant to Section 2.2(e) hereof, and the
      holder thereof shall be entitled only to such rights as are granted by the
      Appraisal Rights. Each holder of Dissenting Shares who becomes entitled to
      payment for its AMI Shares pursuant to Appraisal Rights shall receive
      payment therefor from the Surviving Corporation (but only after the amount
      thereof shall have been agreed upon or finally determined pursuant to the
      Appraisal Rights).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (i) | Effect of Merger.On the Effective Date, the
      Surviving Corporation, without further act, deed or other transfer, shall
      retain or succeed to, as the case may be, and possess and be vested with
      all the rights, privileges, immunities, powers, franchises and authority,
      of a public as well as of a private nature, of AMI and ATC Sub; all
      property of every description and every interest therein, and all debts
      and other obligations of or belonging to or due to each of AMI or ATC Sub
      on whatever account shall thereafter be taken and deemed to be held by or
      transferred to, as the case may be, or invested in the Surviving
      Corporation without further act or deed, title to any real estate, or any
      interest therein vested in AMI or ATC Sub, shall not revert or in any way
      be impaired by reason of this merger; and all of the rights of creditors
      of AMI and ATC Sub shall be preserved unimpaired, and all liens upon the
      property of AMI and ATC Sub shall be preserved unimpaired, and all debts,
      liabilities, obligations and duties of the respective corporations shall
      thenceforth remain with or be attached to, as the case may be, the
      Surviving Corporation and may be enforced against it to the same extent as
      if all of said debts, liabilities, obligations and duties had been
      incurred or contracted by it.

---

2.3                     Procedure
for Exchange of Shares.Immediately after the Effective Time, ATC shall mail
or cause to be mailed by mail or courier to the Shareholders (excluding the
holders of Dissenting Shares) at their addresses as they appear on the books and
records of AMI the following documents (the Transmittal Documents): (i)
a letter of transmittal for the Shareholders to use in surrendering the
certificates representing their AMI Shares in exchange for certificates
representing the ATC Shares to which they are entitled pursuant to the
conversion under Section 2.2(e) hereof; (ii) instructions for effecting the
surrender of such AMI Shares in exchange for the Merger Consideration; (iii) an
accredited investor certificate in the form attached as Schedule 7 to this
Agreement; and (iv) a lock up agreement in substantially the form attached as
Schedule 16 hereto. The ATC Shares to be issued to the Shareholders shall be, as
of the Effective Time, fully paid and non-assessable and shall be issued by the
ATC upon ATCs receipt of the respective Shareholders duly executed Transmittal
Documents pursuant to a safe harbor from the prospectus and registration
requirements of the 1933 Act. All certificates representing the ATC Shares, when
issued in accordance with the terms of this Agreement, will be endorsed with
restrictive legends substantially in the same form as the following legend
pursuant to the 1933 Act, in order to reflect the fact that these are restricted
securities and will be issued to the Shareholders pursuant to a safe harbor from
the registration requirements of the 1933 Act:

> NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
>       REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
>       COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM
>       REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 1933
>       ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
>       TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO
>       AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
>       REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
>       LAWS.

2.4                    
No Fractional Shares of ATC Common Stock.No certificates or scrip or
shares of ATC Common Stock representing fractional shares of ATC Common Stock or
book-entry credit of the same shall be issued upon the surrender for exchange of
the AMI Shares.

2.5                    
Restricted Shares. AMI acknowledges that the ATC Shares issued pursuant
to the terms and conditions set forth in this Agreement will have such hold
periods as are required under Applicable Securities Legislation and as a result
may not be sold, transferred or otherwise disposed of, except pursuant to an
effective registration statement under the 1933 Act, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
1933 Act and in each case only in accordance with all Applicable Securities
Legislation.

2.6                    
Lost Certificates.If any certificate for AMI Shares shall have been
lost, stolen or destroyed, upon the making of an affidavit of that fact by the
Person claiming such certificate to be lost, stolen or destroyed and, if
required by ATC, the posting by such Person of a bond in such reasonable amount
as ATC may direct as indemnity against any claim that may be made against it
with respect to such certificate, ATC will deliver in exchange for such lost,
stolen or destroyed certificate the applicable Merger Consideration with respect
to the shares of AMI Common Stock formerly represented thereby.

2.7                    
Further Assurances. After the Effective Time, the officers and directors
of the Surviving Corporation will be authorized to execute and deliver, in the
name and on behalf of ATC, any deeds, bills of sale, assignments or assurances
and to take and do, in the name and on behalf of ATC, any other actions and
things to vest, perfect or confirm of record or otherwise in the Surviving
Corporation

---

any and all right, title and interest in, to and under any of
the rights, properties or assets acquired or to be acquired by the Surviving
Corporation as a result of, or in connection with, the Merger.

**3.**                     
**REPRESENTATIONS AND WARRANTIES OF AMI**

Except as set forth in the disclosure schedules attached
hereto, and except as disclosed in the AMI Financial Statements, AMI represents
and warrants to ATC, and acknowledges that ATC is relying upon such
representations and warranties, in connection with the execution, delivery and
performance of this Agreement, notwithstanding any investigation made by or on
behalf of ATC, as follows:

3.1                     Organization
and Good Standing. AMI is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has the requisite
corporate power and authority to own, lease and to carry on its business as now
being conducted.

3.2                    
Authority.AMI has all requisite corporate power and authority to execute
and deliver this Agreement and any other document contemplated by this Agreement
(collectively, the AMI Documents) to be signed by AMI and to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by AMI and the consummation
by AMI of the transactions contemplated thereby have been duly authorized by all
necessary corporate action on the part of AMI, subject to approval by its
stockholders. This Agreement has been, and the other AMI Documents when executed
and delivered by AMI will be, duly executed and delivered by AMI and this
Agreement is, and the other AMI Documents when executed and delivered by AMI as
contemplated hereby will be, valid and binding obligations of AMI enforceable in
accordance with their respective terms except:

| | (a) | as limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors rights generally;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                     
| | (b) | as limited by laws relating to the availability of
      specific performance, injunctive relief, or other equitable remedies;
      and                                            
| |     |                                                                                                                                                                                     
| | (c) | as limited by public policy.                                                                                                                                                        

3.3                     Capitalization
of AMI.The entire authorized capital stock and other equity securities of
AMI consists of: (i) 5,003,013 shares of common stock, par value $0.01 (the
AMI Common Stock), and (ii) 1,295,001 Class A convertible preferred
stock, par value $0.01, (the AMI Preferred Stock), issued and
outstanding as of the date of this Agreement. All of the issued and outstanding
AMI Shares have been duly authorized, are validly issued, were not issued in
violation of any pre-emptive rights and are fully paid and non-assessable, are
not subject to pre-emptive rights and were issued in full compliance with the
general corporate laws of the State of Delaware and its articles and bylaws.
There are no agreements to which AMI is a party purporting to restrict the
transfer of the AMI Common Stock, no voting agreements, voting trusts, or other
arrangements restricting or affecting the voting of the AMI Common Stock.

3.4                     Shareholders
of AMI. The Shareholders, as listed in Schedule 1 to this Agreement, are the
only registered holders of the AMI Shares.

3.5                    
Directors and Officers of AMI. The duly elected or appointed directors
and officers of AMI are as set out in Schedule 2 to this Agreement.

---

3.6                     Subsidiary.Other than Unified Access Communications, Inc., AMI has no subsidiaries.

3.7                     Non-Contravention.Neither the execution, delivery and performance of this Agreement, nor the
consummation of the Transaction, will:

| | (a) | conflict with, result in a violation of, cause a default
      under (with or without notice, lapse of time or both) or give rise to a
      right of termination, amendment, cancellation or acceleration of any
      obligation contained in or the loss of any material benefit under, or
      result in the creation of any lien, security interest, charge or
      encumbrance upon any of the material properties or assets of AMI under any
      term, condition or provision of any loan or credit agreement, note,
      debenture, bond, mortgage, indenture, lease or other material agreement,
      instrument, permit, license, judgment, order, decree, statute, law,
      ordinance, rule or regulation applicable to AMI, or any of its material
      property or assets;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | violate any provision of the articles or bylaws of AMI;
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | violate any order, writ, injunction, decree, statute,
      rule, or regulation of any court or governmental or regulatory authority
      applicable to AMI or any of its material property or
  assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

3.8                     Actions
and Proceedings. To the best knowledge of AMI, except as listed on Schedule
14 hereto, there is no action, suit, judgment, claim, demand or proceeding,
outstanding or pending, or threatened against or affecting AMI or its
subsidiaries, or which involves any of the business, or the properties or assets
of AMI that, if adversely resolved or determined, would have a material adverse
effect on the business, operations, assets, properties, prospects, or conditions
of AMI taken as a whole (an AMI Material Adverse Effect).

3.9                     Compliance.

| | (a) | To the best knowledge of AMI, AMI and its subsidiaries
      are in compliance with, are not in default or violation in any material
      respect under, and have not been charged with or received any notice at
      any time of any material violation of any statute, law, ordinance,
      regulation, rule, decree or other applicable regulation to the business or
      operations of AMI;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | To the best knowledge of AMI, neither AMI nor its
      subsidiaries are subject to any judgment, order or decree entered in any
      lawsuit or proceeding applicable to its business and operations that would
      constitute a AMI Material Adverse Effect, except as listed on Schedule 14;
      and                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | To the best knowledge of AMI, AMI and its subsidiaries
      have operated in material compliance with all laws, rules, statutes,
      ordinances, orders and regulations applicable to its business. AMI has not
      received any notice of any violation thereof, nor is AMI aware of any
      valid basis therefore.                                                                          

3.10                   Filings,
Consents and Approvals. To the best knowledge of AMI, no filing or
registration with, no notice to and no permit, authorization, consent, or
approval of any public or governmental body or authority or other person or
entity is necessary for the consummation by AMI of the Transaction contemplated
by this Agreement or to enable AMI to continue to conduct its business after the
Closing Date in a manner which is consistent with that in which the business is
presently conducted.

---

3.11                    
Absence of Undisclosed Liabilities.Except as disclosed in this Agreement
or in the AMI Financial Statements, AMI does not have any liabilities or
obligations either direct or indirect, matured or unmatured, absolute,
contingent or otherwise that could in the aggregate exceed $50,000, which
have not heretofore been paid or discharged, other than in the ordinary course
of business.

For purposes of this Agreement, the term liabilities
includes, any direct or indirect indebtedness, guaranty, endorsement, claim,
loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or
unfixed, known or unknown, asserted choate or inchoate, liquidated or
unliquidated, secured or unsecured.

3.12                     Absence
of Changes.Except as disclosed in this Agreement, in Schedule 6 or in the
AMI Financial Statements, since March 26, 2008, AMI has not:

| | (a) | failed to pay or discharge when due any liabilities of
      which the failure to pay or discharge has caused or will cause any
      material damage or risk of material loss to it or any of its assets or
      properties;                                                                                                                            
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (b) | sold, encumbered, assigned or transferred any material
      fixed assets or properties except for ordinary course business
      transactions consistent with past practice;                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (c) | created, incurred, assumed or guaranteed any indebtedness
      for money borrowed, or mortgaged, pledged or subjected any of the material
      assets or properties of AMI to any mortgage, lien, pledge, security
      interest, conditional sales contract or other encumbrance of any nature
      whatsoever;                                      
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (d) | made or suffered any amendment or termination of any
      material agreement, contract, commitment, lease or plan to which it is a
      party or by which it is bound, or cancelled, modified or waived any
      substantial debts or claims held by it or waived any rights of substantial
      value, other than in the ordinary course of business;
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (e) | declared, set aside or paid any dividend or made or
      agreed to make any other distribution or payment in respect of its capital
      shares or redeemed, purchased or otherwise acquired or agreed to redeem,
      purchase or acquire any of its capital shares or equity
  securities;                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (f) | suffered any damage, destruction or loss, whether or not
      covered by insurance, that materially and adversely effects its business,
      operations, assets, properties or prospects;                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (g) | suffered any material adverse change in its business,
      operations, assets, properties, prospects or condition (financial or
      otherwise);                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (h) | received notice or had knowledge of any actual or
      threatened labor trouble, termination, resignation, strike or other
      occurrence, event or condition of any similar character which has had or
      might have an adverse effect on its business, operations, assets,
      properties or prospects;                                         
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (i) | made commitments or agreements for capital expenditures
      or capital additions or betterments exceeding in the aggregate $5,000,
      except such as may be involved in ordinary repair, maintenance or
      replacement of its assets;                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                           
| | (j) | other than in the ordinary course of business, increase
      the salaries or other compensation of, or made any advance (excluding
      advances for ordinary and necessary business expenses)
or                                                                                                                                                       

---

| |     | loan to, any of its employees or directors or made any
      increase in, or any addition to, other benefits to which any of its
      employees or directors may be entitled other than to increase salaries of
      certain employees to market rates in accordance to the projections
      previously provided ATC by AMI; or
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                   
| | (k) | agreed, whether in writing or orally, to do any of the
      foregoing.                                                                                                                                                                                                                                                           

3.13                    
Personal Property. AMI possess, and has good and marketable title of all
property necessary for the continued operation of the business of AMI and as
presently conducted and as represented to ATC. All such property is used in the
business of AMI. All such property is in reasonably good operating condition,
and is reasonably fit for the purposes for which such property is presently
used. All material equipment, furniture, fixtures and other tangible personal
property and assets owned or leased by AMI are owned by AMI free and clear of
all liens, security interests, charges, encumbrances, and other adverse claims,
except as disclosed in Schedule 6 to this Agreement.

3.14                     Intellectual
Property.AMI does not have any intellectual property other than as
disclosed on Schedule 9.

3.15                     Real
Property.AMI does not own any real property but has a month to month lease
on its office space. Each of the leases, subleases, claims, capital
expenditures, Taxes or other real property interests (collectively, the
Leases) to which AMI is a party or is bound, as set out in Schedule 5
to this Agreement, is legal, valid, binding, enforceable and in full force and
effect in all material respects. The Leases will continue to be legal, valid,
binding, enforceable and in full force and effect on identical terms on the
Closing Date. AMI has not assigned, transferred, conveyed, mortgaged, deeded in
trust, or encumbered any interest in the Leases or the leasehold property
pursuant thereto.

3.16                     Material
Contracts and Transactions. Schedule 6 to this Agreement lists each material
contract, agreement, license, permit, arrangement, commitment, instrument or
contract to which AMI is a party (each, a Contract). Subject to Section
6.2(p) hereof, the continuation and validity of each Contract will in no way be
affected by the consummation of the Transaction contemplated by this Agreement.
There exists no actual or threatened termination, cancellation, or limitation
of, or any amendment, modification, or change to any Contract.

3.17                     Certain
Transactions. AMI is not a guarantor or indemnitor of any indebtedness of
any third party, including any person, firm or corporation.

3.18                     No
Brokers. AMI has not incurred any obligation or liability to any party for
any brokerage fees, agents commissions, or finders fees in connection with the
Transaction contemplated by this Agreement.

3.19                     Completeness
of Disclosure. No representation or warranty by AMI in this Agreement nor
any certificate, schedule, statement, document or instrument furnished or to be
furnished to ATC pursuant hereto contains or will contain any untrue statement
of a material fact.

3.20                    
Financial Condition. AMI has delivered all financial statements required
under applicable securities laws to be filed by ATC in connection with the
Transaction, which information is true in all material respects.

3.21                    
Proposed Financing.AMI hereby acknowledges that they are aware ATC has
approved a private placement offering of up to 1,500,000 units at a price of
US$1.00 for gross proceeds of up to $1,500,000, with each consisting of one
share of ATC Common Stock and one share purchase warrant

---

entitling the holder to purchase an additional share for up to
two years following closing at a price of $1.20, which is intended to be
completed following the execution of this Agreement (the Proposed
Financing).

**4.**                     
**REPRESENTATIONS AND WARRANTIES OF ATC AND ATC SUB**

Each of ATC and ATC Sub represent and warrant to AMI and
acknowledges that AMI is relying upon such representations and warranties in
connection with the execution, delivery and performance of this Agreement,
notwithstanding any investigation made by or on behalf of AMI, as follows:

4.1                     Organization
and Good Standing.

(a)      
 ATC is a corporation duly organized, validly existing and in good standing
under the laws of the state of Nevada and has the requisite corporate power and
authority to own, lease and carry on its business as it is now being conducted.
There is no pending or threatened proceeding for the dissolution or liquidation
of ATC.

(b)      
 ATC Sub is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware. ATC Sub was formed solely for
the purpose of the Merger and has no business, assets, liabilities, contracts or
commitments other than as set forth in this Agreement. There is no pending or
threatened proceeding for the dissolution or liquidation of ATC Sub.

(c)      
 Except for ATC Sub, ATC (i) does not, directly or indirectly, own any
interest in any corporation, partnership, joint venture, limited liability
company, or other Person, and (ii) is not subject to any obligation or
requirement to provide funds to or to make any investment (in the form of a
loan, capital contribution or otherwise) in any Person.

(d)       
ATC is duly qualified or licensed to do business and is in good standing in each
jurisdiction in which the nature of its business or the properties owned or
leased by it makes such qualification or licensing necessary, except for any
such jurisdiction where the failure to so qualify or be licensed, individually
and in the aggregate for all such jurisdictions, would not reasonably be
expected to have an ATC Material Adverse Effect.

(e)       
ATC has provided complete and accurate copies of the Articles of Incorporation
and Bylaws of ATC and ATC Sub, as currently in effect, and minutes and other
records of the meetings and other proceedings of the Board of Directors and
stockholders of ATC. Neither the ATC nor ATC Sub is in violation of any
provisions of its Articles of Incorporation or Bylaws.

4.2                     Authority.

(a)       
Each of ATC and ATC Sub has the requisite corporate power and authority to enter
into this Agreement, to perform its obligations thereunder, and to consummate
the transactions contemplated thereby. The execution and delivery of this
Agreement and any other document contemplated by this Agreement (collectively,
the ATC Documents) by ATC and ATC Sub and the consummation by ATC and
ATC Sub of the transactions contemplated thereby have been duly authorized by
all necessary corporate action on the part of ATC and ATC Sub. This Agreement
has been duly executed and delivered by ATC and ATC Sub and constitutes a legal,
valid and binding obligation of ATC and ATC Sub, enforceable against each of
them in accordance with its terms, except: (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors rights generally; (ii) as
limited by laws relating to the availability of

---

specific performance, injunctive relief, or other equitable
remedies; and, (iii) as limited by public policy.. No vote or approval of the
shareholders of ATC is required in connection with the Merger.

(b)       
The execution and delivery by ATC and ATC Sub of this Agreement does not, and
the consummation of the transactions contemplated thereby will not, (i) conflict
with, or result in a violation of, any provision of bylaws or other charter
documents of ATC or ATC Sub, (ii) constitute or result in a breach of or default
(or an event which with notice or lapse of time, or both, would constitute a
default) under, or result in the termination or suspension of, or accelerate the
performance required by, or result in a right of termination, cancellation or
acceleration of any obligation or a loss of a benefit under, any note, bond,
mortgage, indenture, deed of trust, lease, permit, concession, franchise,
license, agreement or other instrument or obligation to which ATC is a party or
to which the properties or assets of the ATC or ATC Sub are subject, (iii)
create any lien upon any of the properties or assets of ATC or ATC Sub, or (iv)
constitute, or result in, a violation of any law applicable to ATC or ATC Sub or
any of the properties or assets of either of them.

(c)      
 No consent, approval, order or authorization of, notice to, registration
or filing with any governmental authority or other Person is necessary in
connection with the execution and delivery of this Agreement by ATC and ATC Sub
or the consummation by the ATC and ATC Sub of the transactions contemplated by
this Agreement, except for (i) filing of the Certificate of Merger with the
Delaware Secretary, (ii) the filing of a Form D and related state securities law
notices in connection with the issuance of ATC Common Stock in connection with
the Merger and (iii) the filing of a current report on Form 8-K with the SEC
announcing completion of the Merger.

4.3                     Maximum
Liabilities.Immediately prior to Closing, other than professional fees, ATC
will not have any liabilities or obligations either direct or indirect, matured
or unmatured, absolute, contingent or otherwise that could in the aggregate
exceed $165,000, which have not been paid or discharged at that time.

4.4                     Capitalization
of ATC.

(a)       
The authorized capital stock of ATC consists of 150,000,000 shares of common
stock with a par value of $0.001 (the ATC Common Stock). The issued and
outstanding capital stock of ATC consists entirely of 16,052,000 shares of ATC
Common Stock. All issued and outstanding shares of ATC Common Stock are validly
issued and outstanding, fully paid and nonassessable and free of preemptive
rights. There are ATC warrants issued to purchase 2,100,000 shares of ATC common
stock at an exercise price of $0.12 per share (the ATC Warrants). There
are no other outstanding options, warrants, subscription rights (including any
preemptive rights), calls, or commitments, or convertible notes or instruments
of any character whatsoever to which ATC is a party or is bound, requiring or
which could require the issuance, sale or transfer by ATC of any shares of
capital stock of ATC or any securities convertible into or exchangeable or
exercisable for, or rights to purchase or otherwise acquire, any shares of
capital stock of ATC. There are no stock appreciation rights or similar rights
relating to ATC. Other than the shares to be issued by ATC pursuant to the
Proposed Financing, ATC will have issued and outstanding no more than 22,979,816
shares of ATC Common Stock immediately after the issuance of the ATC Shares as
contemplated by this Agreement. Neither ATC nor any of its representatives have
received any formal or informal notification from FINRA or other official party
or representative that that ATC common stock is not authorized (with or without
the passage of time) for continued trading on the OTC Bulletin Board.

(b)       
The authorized capital of ATC Sub consists of 3,000 shares of common stock,
$0.01 par value per share, of which all 3,000 shares are issued and outstanding
and held by the ATC. Other than such outstanding shares, there are no shares of
capital stock or other equity securities of ATC

---

Sub outstanding and no outstanding options, warrants,
subscription rights (including any preemptive rights), calls, or commitments, or
convertible notes or instruments of any character whatsoever to which ATC or ATC
Sub is a party or is bound, requiring or which could require the issuance, sale
or transfer by ATC or ATC Sub of any shares of capital stock of ATC Sub, any
securities convertible into or exchangeable or exercisable for, or rights to
purchase or otherwise acquire, any shares of capital stock of ATC Sub. There are
no stock appreciation rights or similar rights relating to ATC Sub.

(c)    
   To the knowledge of ATC, all of the shares of ATC Common Stock
issued and outstanding immediately prior to the date of this Agreement have been
issued in compliance with 1933 Act and applicable state securities laws in
reliance on exemptions from registration or qualification thereunder.

4.5                    
Duly Authorized.All of the issued and outstanding shares of ATC Common
Stock have been duly authorized, are validly issued, were not issued in
violation of any pre-emptive rights and are fully paid and non-assessable, are
not subject to pre-emptive rights and were issued in full compliance with all
federal, state, and local laws, rules and regulations. Other than the share
issuances contemplated by this Agreement, there are no outstanding options,
warrants, subscriptions, phantom shares, conversion rights, or other rights,
agreements, or commitments obligating ATC to issue any additional shares of ATC
Common Stock, or any other securities convertible into, exchangeable for, or
evidencing the right to subscribe for or acquire from ATC any shares of ATC
Common Stock as of the date of this Agreement. There are no agreements
purporting to restrict the transfer of the ATC Common Stock, no voting
agreements, voting trusts, or other arrangements restricting or affecting the
voting of the ATC Common Stock.

4.6                     Ownership
of ATC Sub, No Prior Activities. As of the date hereof and as of the
Effective Time, except for obligations or liabilities incurred in connection
with its incorporation or organization and the transactions contemplated by this
Agreement and except for this Agreement and any other agreements or arrangements
contemplated hereby or thereby, ATC Sub has not and will not have incurred,
directly or indirectly, any obligations or liabilities or engaged in any
business activities of any type or kind whatsoever or entered into any
agreements or arrangements with any person.

4.7                    
Directors and Officers of ATC. The duly elected or appointed directors
and the duly appointed officers of ATC are as listed on Schedule 3 to this
Agreement.

4.8                    
Corporate Records. The books and records of ATC have been maintained and
preserved in accordance with applicable regulations and business practices. The
corporate minutes books of ATC and ATC Sub are complete and correct and the
minutes and consents contained therein accurately reflect actions taken at a
duly called and held meeting or by sufficient consent without a meeting. All
actions by ATC and ATC Sub which required director or shareholder approval are
reflected on the respective corporate minute books.

4.9                    
Non-Contravention. Neither the execution, delivery and performance of
this Agreement, nor the consummation of this Transaction will:

(a)       
conflict with, result in a violation of, cause a default under (with or without
notice, lapse of time or both) or give rise to a right of termination,
amendment, cancellation or acceleration of any obligation contained in or the
loss of any material benefit under, or result in the creation of any lien,
security interest, charge or encumbrance upon any of the material properties or
assets of ATC under any term, condition or provision of any loan or credit
agreement, note, debenture, bond, mortgage, indenture, lease or other agreement,
instrument, permit, license, judgment, order, decree, statute, law, ordinance,
rule or regulation applicable to ATC or any of its material property or assets;

---

(b)      
 violate any provision of the applicable incorporation or charter documents
of ATC; or

(c)       
violate any order, writ, injunction, decree, statute, rule, or regulation of any
court or governmental or regulatory authority applicable to ATC or any of its
material property or assets.

4.10                   Contracts
and Commitments.

(a)       
Except for this Agreement and the agreements and transactions specifically
contemplated by this Agreement, neither the ATC nor ATC Sub is a party to or
subject to, nor plans to enter into:

(i)        any
agreement or other commitments requiring any payments or performance of services
by the ATC or ATC Sub;

(ii)       any
agreement or other commitments containing covenants limiting the freedom of the
ATC or ATC Sub to compete in any line of business or with any Person or in any
geographic location or to use or disclose any information in their possession;

(iii)      any license
agreement (as licensor or licensee) or royalty agreement;

(iv)       any
agreement of indemnification, other than indemnification rights granted in the
Bylaws of ATC;

(v)        any
agreement or undertaking pursuant to which ATC is: (A) borrowing or is entitled
to borrow any money; (B) lending or has committed itself to lend any money; or
(C) a guarantor or surety with respect to the obligations of any Person;

(vi)       any powers of
attorney granted by ATC; and

(vii)      any leases of real
or personal property.

(b)       
ATC is not in violation or breach of any contract. There does not exist any
event or condition that, after notice or lapse of time or both, would constitute
an event of default or breach under any contract on the part of ATC or, to the
knowledge of ATC, any other party thereto or would permit the modification,
cancellation or termination of any contract or result in the creation of any
lien upon, or any person acquiring any right to acquire, any assets of ATC or
ATC Sub. ATC has not received in writing any claim or threat that ATC or ATC Sub
has breached any of the terms and conditions of any contract.

(c)       
The consent of, or the delivery of notice to or filing with, any party to a
contract is not required for the execution and delivery by ATC of this Agreement
or the consummation of the transactions contemplated under the Agreement.

4.11                   Validity
of ATC Shares.The ATC Shares to be issued to the Shareholders upon
consummation of the Transaction in accordance with this Agreement will, upon
issuance, have been duly and validly authorized and, when so issued in
accordance with the terms of this Agreement, will be duly and validly issued,
fully paid and non-assessable.

---

4.12                     Actions
and Proceedings.There is no legal action, claim, charge, arbitration,
grievance, action, suit, investigation or proceeding by or before any court,
arbiter, administrative agency or other governmental authority now (i) pending
or, to the knowledge of ATC, threatened against ATC which involves any of the
business, or the properties or assets of ATC that, if adversely resolved or
determined, would have a material adverse effect on the business, operations,
assets, properties, prospects or conditions of ATC taken as a whole (an ATC
Material Adverse Effect) or pending or, to the knowledge of ATC, threatened
against any current employee, officer or director of ATC that, in any way
relates to ATC. ATC is not subject to any order, judgment, writ, injunction or
decree of any governmental authority..

4.13                     Compliance.

(a)      
 To the best knowledge of ATC, ATC is in compliance with, is not in default
or violation in any material respect under, and has not been charged with or
received any notice at any time of any material violation of any statute, law,
ordinance, regulation, rule, decree or other applicable regulation to the
business or operations of ATC;

(b)      
 To the best knowledge of ATC, ATC is not subject to any judgment, order or
decree entered in any lawsuit or proceeding applicable to its business and
operations that would constitute an ATC Material Adverse Effect;

(c)       
ATC has duly filed all reports and returns required to be filed by it with
governmental authorities and has obtained all governmental permits and other
governmental consents, except as may be required after the execution of this
Agreement. All of such permits and consents are in full force and effect, and no
proceedings for the suspension or cancellation of any of them, and no
investigation relating to any of them, is pending or to the best knowledge of
ATC, threatened, and none of them will be affected in a material adverse manner
by the consummation of the Transaction; and

(d)       
ATC has operated in material compliance with all laws, rules, statutes,
ordinances, orders and regulations applicable to its business. ATC has not
received any notice of any violation thereof, nor is ATC aware of any valid
basis therefore.

4.14                     Filings,
Consents and Approvals. ATC will conduct or obtain any filing, registration,
permit or authorization from any public or governmental body or authority or
other person that is necessary for the consummation by ATC of the Transaction
contemplated by this Agreement and to continue to conduct its business after the
Closing Date in a manner which is consistent with that in which it is presently
conducted.

4.15                    
SEC Filings.

(a)       
ATC has furnished or made available to AMI and the Shareholders a true and
complete copy of each report, schedule, registration statement and proxy
statement filed by ATC with the SEC (collectively, and as such documents have
since the time of their filing been amended, the ATC SEC Reports). ATC
has filed all SEC Reports required by it to be filed with the SEC and such
reports have been filed timely or within any period of extension for filing
allowed under applicable rules. The ATC SEC Reports (i) at the time filed,
complied in all material respects with the applicable requirements of the 1934
Act, as the case may be, and (ii) did not at the time they were filed (or if
amended or superseded by a filing prior to the date of this Agreement, then on
the date of such filing) contain any untrue statement of a material fact or omit
to state a material fact required to be stated in such ATC SEC

---

Reports or necessary in order to make the statements in such
ATC SEC Reports, in light of the circumstances under which they were made, not
misleading.

(b)       
Each of the financial statements (including, in each case, any related notes),
contained in the ATC SEC Reports, including any ATC SEC Reports filed after the
date of this Agreement until the Closing, complied, as of its respective filing
date, in all material respects with all applicable accounting requirements and
the published rules and regulations of the SEC with respect thereto, was
prepared in accordance with GAAP applied on a consistent basis throughout the
periods involved and fairly presented the consolidated financial position of ATC
as at the respective dates and the results of its operations and cash flows for
the periods indicated, except that the unaudited interim financial statements
were or are subject to normal and recurring year-end adjustments which were not
or are not expected to be material in amount.

(c)       
Between January 1, 2007 and the date hereof, except as disclosed in ATC SEC
Reports, there has not been any change in the business, operations or financial
condition of ATC that has had or reasonably would be expected to have a material
adverse effect on ATC.

(d)       
The ATC and ATC Sub do not have any liability or obligation (absolute, accrued,
contingent or otherwise) other than those which arose in the ordinary course of
their activities or under this Agreement.

4.16                    
Absence of Undisclosed Liabilities. Except as disclosed in this
Agreement, ATC does not have any material liabilities or obligations either
direct or indirect, matured or unmatured, absolute, contingent or otherwise that
could in the aggregate exceed $165,000, which have not heretofore been paid or
discharged.

4.17                    
Absence of Certain Changes or Events. Except as and to the extent
disclosed in the SEC Reports, there has not been:

(a)        an ATC Material Adverse Effect;
or

(b)        any material change by ATC in its
accounting methods, principles or practices.

4.18                    
No Subsidiaries. ATC does not have any subsidiaries or agreements of any
nature to acquire any subsidiary or to acquire or lease any other business
operations.

4.19                     Personal
Property.There are no fixtures, furniture, equipment, inventory,
intellectual property, accounts receivable or other assets other than cash and
its interest in this Agreement owned by ATC. ATC is not a party to any leases
for real or personal property.

4.20                    
Employees and Consultants. ATC does not have any employees or
consultants, except as disclosed in the SEC Reports. No unfair labor practice,
or race, sex, age, disability or other discrimination complaint is pending, nor
is any such complaint, to the knowledge of ATC, threatened against ATC before
the National Labor Relations Board, Equal Employment Opportunity Commission or
any other governmental authority, and no grievance is pending, nor is any
grievance, to the knowledge of ATC, threatened against ATC or ATC Sub.

4.21                    
Material Contracts and Transactions. There are no material contracts,
agreements, licenses, permits, arrangements, commitments, instruments,
understandings or contracts, whether written or oral, express or implied,
contingent, fixed or otherwise, to which ATC is a party.

---

4.22                    
No Disagreements with Accountants and Lawyers. There are no disagreements
of any kind presently existing, or reasonably anticipated by ATC to arise,
between the accountants, and lawyers formerly or presently employed by ATC, and
ATC is current with respect to any fees owed to its accountants and lawyers.

4.23                     Transactions
With Affiliates and Employees. None of the current officers or directors of
ATC and none of the affiliates or employees of ATC is presently a party to any
transaction with ATC (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of ATC, any entity in which any
officer, director, or any such employee has a substantial interest or is an
officer, director, trustee or partner.

4.24                     Listing
on the OTC Bulletin Board. The ATC Common Stock is quoted on the OTC
Bulletin Board and ATC has and continues to satisfy all of the requirements of
the OTC Bulletin Board for such listing and for the trading of ATC Common Stock
thereunder. ATC has not been informed, nor does it have any knowledge, that the
Financial Industry Regulatory Authority or any other regulatory agency will take
action to cease the ATC Common Stock from being quoted on the OTC Bulletin
Board.

4.25                    
No Brokers.ATC has not incurred any obligation or liability to any party
for any brokerage fees, agents commissions, or finders fees in connection with
the Transaction contemplated by this Agreement.

4.26                    
Benefit Plans. ATC has not adopted nor is it party to any bonus, pension,
profit sharing, deferred compensation, incentive compensation, stock ownership,
stock purchase, stock option, phantom stock, retirement, vacation, severance,
disability, death benefit, hospitalization, medical or other employee benefit
plan, arrangement or understanding (whether or not legally binding) providing
benefits to any current or former employee, officer or director of ATC or any
person affiliated with ATC under Section 414(b), (c), (m) or (o) of the Code;
provided except to the extent permitted in Section 5.2 hereof.

4.27                     Certain
Transactions. ATC is not a guarantor or indemnitor of any indebtedness of
any third party, including any person, firm or corporation.

4.28                    
Completeness of Disclosure. No representation or warranty by ATC in this
Agreement nor any certificate, schedule, statement, document or instrument
furnished or to be furnished to AMI pursuant hereto contains or will contain any
untrue statement of a material fact or omits or will omit to state a material
fact required to be stated herein or therein or necessary to make any statement
herein or therein not materially misleading.

4.29                    
Tax Matters.

(a)      
 Other than as disclosed to AMI, ATC has filed all Tax Returns and reports
that is was required to file under applicable laws and regulations. All such Tax
Returns were correct and complete in all material respects and have been
prepared in substantial compliance with all applicable laws and regulations. All
Taxes due and owing by ATC (whether or not shown on any Tax Return) have been
paid. No claim has ever been made by an authority in a jurisdiction where ATC
does not file Tax Returns that it is or may be subject to taxation by that
jurisdiction. There are not Liens for Taxes (other than Taxes not yet due and
payable) upon any of the assets of ATC. There are no pending audits of notice of
returns being audited.

---

(b)       
ATC has withheld and paid all Taxes required to have been withheld and paid in
connection with any amounts paid or owing to any employee, independent
contractor, creditor, stockholder or other third party.

4.30                   **SEC
Comments**. Except as provided to AMI, ATC has received no comments from
SEC with respect to its SEC Reports filed with the SEC.

**5.**                     
**CLOSING CONDITIONS**

5.1                     Conditions
Precedent to Closing by ATC.The obligation of ATC to consummate the
Transaction is subject to the satisfaction or waiver of the conditions set forth
below on or before the Closing Date or such earlier date as hereinafter
specified. The Closing of the Transaction contemplated by this Agreement will be
deemed to mean the satisfaction or waiver of all conditions to Closing. These
conditions of closing are for the benefit of ATC and may be waived by ATC in its
sole discretion.

| | (a) | Representations and Warranties.The
      representations and warranties of AMI set forth in this Agreement will be
      true, correct and complete in all respects as of the Closing Date, as
      though made on and as of the Closing Date and AMI will have delivered to
      ATC a certificate dated as of the Closing Date, to the effect that the
      representations and warranties made by AMI in this Agreement are true and
      correct.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | Performance.All of the covenants and obligations
      that AMI is required to perform or to comply with pursuant to this
      Agreement at or prior to the Closing must have been performed and complied
      with in all material respects.                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | Transaction Documents.This Agreement, the AMI
      Documents and all other documents necessary or reasonably required to
      consummate the Transaction, all in form and substance reasonably
      satisfactory to ATC, will have been executed and delivered to ATC by AMI
      and the Shareholders.                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | Approvals.AMI shall have delivered to ATC minutes
      of meetings, written consents or other evidence satisfactory to ATC that
      the board of directors of AMI and Shareholders have approved this
      Agreement and the Plan of Merger. On the Closing Date, AMI will take all
      actions reasonably required to promptly file with the Secretary of State
      of the State of Delaware the Certificate of Merger.                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | Secretarys Certificate AMI.AMI will
      have delivered to ATC a certificate from the Secretary of AMI
      attaching:                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f) | Third Party Consents.AMI will have delivered to
      ATC duly executed copies of all third party consents and approvals
      required by this Agreement to be obtained by AMI, in form and substance
      reasonably satisfactory to ATC.                                                                                                                                                                                                             

---

| | (g) | Shareholder Approval. AMI will have obtained the
      required Shareholder approvals required by the Transaction in form and
      substance reasonably satisfactory to ATC.                                                                                                                                                                                                                         
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) | Regulatory Approvals and Consents.AMI will have
      obtained all approvals and consents required to carry out the Transaction,
      in form and substance reasonably satisfactory to ATC.                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (i) | No Material Adverse Change.No AMI Material
      Adverse Effect will have occurred since the date of this
  Agreement.                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (j) | No Action. No suit, action, or proceeding will be
      pending or threatened which would:                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (k) | Outstanding Securities.AMI will have no more than
      5,003,013 shares of AMI Common Stock and 1,295,001 shares of AMI Preferred
      Stock issued and outstanding on the Closing Date.                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (l) | Public Disclosure.AMI will have delivered
      substantive information about its assets and personnel satisfactory to ATC
      for completion of its public disclosure of the Transaction
  details.                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (m) | Director Appointments.Alpha Pang shall have
      appointed one nominee to the board of ATC at Closing or within 15 business
      days thereafter subject to applicable securities laws, provided that at
      Closing the total number of board members of ATC shall not exceed
    four.                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (n) | Compliance with Securities Laws.AMI will have
      delivered evidence satisfactory to ATC that the AMI Shares issuable in the
      Transaction will be issuable without registration pursuant to the 1933 Act
      and the Applicable Securities Legislation in reliance on a safe harbor
      from the registration requirements of the 1933 Act and the Applicable
      Securities Legislation.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (o) | Financial Statements.AMI will have delivered all
      financial statements of AMI prepared in US GAAP required to be filed by
      ATC under Applicable Securities Legislation.                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (p) | AMI Debts.At the Closing AMI shall have no
      liabilities, other than those in the ordinary course of business other
      than as disclosed in the Schedules hereto outstanding.                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                       
| | (q) | AMI Patents.Jain shall have used his best efforts
      to license the Patents to ATC in form and substance reasonably
      satisfactory to ATC.                                                                                                                                                                                                                                                     

5.2                     Conditions
Precedent to Closing by AMI.The obligation of AMI to consummate the
Transaction is subject to the satisfaction or waiver of the conditions set forth
below on or before the Closing Date or such earlier date as hereinafter
specified. The Closing of the Transaction will be deemed to mean the
satisfaction or waiver of all conditions to Closing. These conditions precedent
are for the benefit of AMI and may be waived by AMI in its discretion.

| | (a) | Representations and Warranties.The
      representations and warranties of ATC and ATC Sub set forth in this
      Agreement will be true, correct and complete in all respects as of the
      Closing Date, as though made on and as of the Closing Date and ATC and ATC
      Sub will have
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| |     | delivered to AMI a certificate dated the Closing Date, to
      the effect that the representations and warranties made by ATC and ATC Sub
      in this Agreement are true and correct.                                                                                                                                                                                                                                                                                                                                                                           
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | Performance.All of the covenants and obligations
      that ATC is required to perform or to comply with pursuant to this
      Agreement at or prior to the Closing must have been performed and complied
      with in all material respects. ATC and ATC Sub must have delivered each of
      the documents required to be delivered by it pursuant to this
      Agreement.                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | Compliance.Upon the closing of this Agreement,
      ATC will be in compliance with its reporting requirements under the 1934
      Act.                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | Transaction Documents.This Agreement, the ATC
      Documents, the employment agreement with Jain and all other documents
      necessary or reasonably required to consummate the Transaction, all in
      form and substance reasonably satisfactory to AMI, will have been executed
      and delivered to AMI by ATC and ATC Sub.                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (e) | Secretarys Certificate  ATC and ATC Sub.Each of
      ATC and ATC Sub will have delivered to AMI a certificate from their
      respective Secretary attaching:                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (f) | Approvals.ATC and ATC Sub shall have delivered to
      AMI minutes of meetings, written consents or other evidence satisfactory
      to AMI that the board of directors of ATC and ATC Sub have approved this
      Agreement and the Plan of Merger and ATC, as sole stockholder of ATC Sub,
      has approved the Plan of Merger and Certificate of Merger. On the Closing
      Date, AMI and ATC Sub are taking all actions reasonably required to
      promptly file with the Secretary of State of the State of Delaware the
      Certificate of Merger.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (g) | Director Appointments.On the Closing Date: Lalit
      Jain (Jain) shall be appointed to the board of ATC, and Jain
      shall have appointed one nominee to the board of ATC or within 15 business
      days thereafter subject to applicable securities laws, provided that at
      Closing the total number of board members of ATC shall not exceed
    four.                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (h) | No Material Adverse Change.No ATC Material
      Adverse Effect will have occurred since the date of this
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (i) | No Action.No suit, action, or proceeding will be
      pending or threatened before any governmental or regulatory authority
      wherein an unfavorable judgment, order, decree, stipulation, injunction or
      charge would:                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

| | (j) | Outstanding Shares. Other than the shares of ATC
      Common Stock to be issued by ATC pursuant to the Proposed Financing, ATC
      will have issued and outstanding no more than 22,979,816 shares of ATC
      Common Stock immediately after the issuance of the ATC Shares as
      contemplated by this Agreement.               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                         
| | (k) | Regulatory Approvals and Consents. ATC will have
      obtained all necessary approvals and consents to carry out the
      Transaction, in form and substance reasonably satisfactory to
  AMI.                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                         
| | (l) | Public Market. On the Closing Date, the shares of
      ATC Common Stock will be quoted on the OTC Bulletin Board. ATC has not
      been informed, nor does it have any knowledge, that the NASD or any other
      regulatory agency will take action to cease the ATC Common Stock from
      being quoted on the OTC Bulletin Board.
| |     |                                                                                                                                                                                                                                                                                                                                         
| | (m) | ATC Debts. ATC will have provided evidence that it
      has satisfied or will otherwise provide for payment of all material debt
      on its books and accounts payable.                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                         
| | (n) | Assumption of Contracts.ATC will enter into a
      mutually agreeable form of assignment and assumption agreement with AMI
      whereby it will assume all of AMI obligations under the AMI material
      agreements listed in Schedule 6 hereto.                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                         
| | (o) | Employment Agreement. ATC shall have entered into
      an employment agreement with Jain in the form attached as Schedule 11 to
      this agreement.                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                         
| | (p) | Approval of Incentive Stock Option Plan and issuance
      of ATC Stock Options.ATC shall have adopted an incentive stock option
      plan in the form attached as Schedule 12 to this Agreement and issued to
      each of the optionees listed in Schedule 1 to this Agreement the ATC Stock
      Options.                         

5.3                     Notification
of Financial Liabilities. AMI will immediately notify ATC in accordance with
Section 9.6 hereof, if AMI receives any advice or notification from its
independent certified public accounts that AMI has used any improper accounting
practice that would have the effect of not reflecting or incorrectly reflecting
in the books, records, and accounts of AMI, any properties, assets, liabilities,
revenues, or expenses. Notwithstanding any statement to the contrary in this
Agreement, this covenant will survive Closing and continue in full force and
effect.

5.4                     Access
and Investigation. Between the date of this Agreement and the Closing Date,
AMI, on the one hand, and ATC, on the other hand, will, and will cause each of
their respective representatives to:

| | (a) | afford the other and its representatives full and free
      access to its personnel, properties, assets, contracts, books and records,
      and other documents and data;                                                                  
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                              
| | (b) | furnish the other and its representatives with copies of
      all such contracts, books and records, and other existing documents and
      data as required by this Agreement and as the other may otherwise
      reasonably request; and,
| |     |                                                                                                                                                                                                                                              
| | (c) | furnish the other and its representatives with such
      additional financial, operating, and other data and information as the
      other may reasonably request.                                                                         

All of such access, investigation and communication by a party
and its representatives will be conducted during normal business hours and in a
manner designed not to interfere unduly with the normal business

---

operations of the other party. Each party will instruct its
auditors to co-operate with the other party and its representatives in
connection with such investigations.

5.5                     Confidentiality.

| | (a) | All information regarding the business of AMI including,
      without limitation, financial information that AMI provided to ATC will be
      kept in strict confidence by ATC and will not be given to any other person
      or party or used (except in connection with due diligence and except as
      required to file a news release and 8-K disclosure regarding the
      transaction to the public after the Closing), dealt with, exploited or
      commercialized by ATC or disclosed to any third party (other than ATCs
      professional accounting and legal advisors) without the prior written
      consent of AMI. If the Transaction contemplated by this Agreement does not
      proceed for any reason, then upon receipt of a written request from AMI,
      ATC will immediately return to AMI (or as directed by AMI) any information
      received regarding AMIs business, including copies thereof. Likewise, all
      information regarding the business of ATC including, without limitation,
      financial information that ATC provides to AMI during its due diligence
      investigation of ATC will be kept in strict confidence by AMI and will not
      be used (except in connection with due diligence), dealt with, exploited
      or commercialized by AMI or disclosed to any third party (other than AMIs
      professional accounting and legal advisors) without ATCs prior written
      consent. If the Transaction contemplated by this Agreement does not
      proceed for any reason, then upon receipt of a written request from ATC,
      AMI will immediately return to ATC (or as directed by ATC) any information
      received regarding ATCs business. Each party will provide an affidavit to
      the other that all documents were returned.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | ATC and AMI acknowledge and agree, subject to disclosure
      obligations under Applicable Securities Legislation or other laws or
      regulations, that neither party will make any public pronouncements
      concerning the terms of this Agreement without the express written consent
      of the other party, such consent will not be unreasonably
  withheld.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | AMI acknowledges and agrees to neither trade nor allow
      any of its employees or agents to trade in the securities of ATC prior to
      Closing while in possession of material information about ATC that has not
      been publicly disclosed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | ATC acknowledges and agrees that it has previously
      executed a non-disclosure agreement with AMI and that it will continue to
      be obligated by the terms of that non-disclosure
  agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

5.6                     Notification.
Between the date of this Agreement and the Closing Date, each of the parties to
this Agreement will promptly notify the other parties in writing if it becomes
aware of any fact or condition that causes or constitutes a material breach of
any of its representations and warranties as of the date of this Agreement, if
it becomes aware of the occurrence after the date of this Agreement of any fact
or condition that would cause or constitute a material breach of any such
representation or warranty had such representation or warranty been made as of
the time of occurrence or discovery of such fact or condition. Should any such
fact or condition require any change in the Schedules relating to such party,
such party will promptly deliver to the other parties a supplement to the
Schedules specifying such change. During the same period, each party will
promptly notify the other parties of the occurrence of any material breach of
any of its covenant in this Agreement or of the occurrence of any event that may
make the satisfaction of such conditions impossible or unlikely.

---

5.7                    
Exclusivity.Until such time, if any, as this Agreement is terminated
pursuant to this Agreement, but in no event later than April 2, 2008, AMI and
ATC will not, directly or indirectly solicit, initiate, entertain or accept any
inquiries or proposals from, discuss or negotiate with, provide any non-public
information to, or consider the merits of any unsolicited inquiries or proposals
from, any person or entity relating to any transaction involving the sale of the
business or assets (other than in the ordinary course of business), or any of
the capital stock of AMI or ATC, as applicable, or any merger, consolidation,
business combination, or similar transaction other than as contemplated by this
Agreement.

5.8                     Conduct
of AMI and ATC Business Prior to Closing. Except as expressly contemplated
by this Agreement or for purposes in furtherance of this Agreement, from the
date of this Agreement to the Closing Date, and except to the extent that ATC
otherwise consents in writing, AMI will operate its business substantially as
presently operated and only in the ordinary course and in compliance with all
applicable laws, and use its best efforts to preserve intact its good reputation
and present business organization and to preserve its relationships with persons
having business dealings with it. Likewise, from the date of this Agreement to
the Closing Date, and except to the extent that AMI otherwise consents in
writing, ATC will operate its business substantially as presently operated and
only in the ordinary course and in compliance with all applicable laws, and use
its best efforts to preserve intact its good reputation and present business
organization and to preserve its relationships with persons having business
dealings with it.

5.9                     Full
Disclosure Requirement.ATC possesses, or expects to possess on or before
the required filing date, all of the financial statements and financial
information required to be included in the Report on Form 8-K to be filed by ATC
within four (4) business days after the consummation on the transactions
contemplated by this Agreement. AMI will use its commercially reasonable best
efforts to cooperate fully in providing ATC with all information and
documentation reasonably requested.

5.10                   Post
Closing - ATC. ATC acknowledges that the Shareholders may require legal
opinions on the removal of the restrictive legends on the share certificates
pursuant to Rule 144 of the 1933 Act in order to sell their ATC Shares in the
future. When a Shareholder reasonably requests it of ATC, ATC will pay for an
attorney of ATCs choice to supply the legal opinion the Shareholder and will
cooperate fully in providing the Shareholders with all information and
documentation reasonably requested. ATC will register the stock of the
Shareholders two years after Closing, and the Shareholders shall have demand
rights and the right to participate in any other registered offering of ATC,
pursuant to the registration rights agreement to be delivered at Closing.

5.11                   **Certain
Acts Prohibited  AMI.**Except as expressly contemplated by this
Agreement or for purposes in furtherance of this Agreement, between the date of
this Agreement and the Closing Date, AMI will not, without the prior written
consent of ATC:

| | (a) | amend its articles, bylaws or other incorporation
      documents;                                                                                                                                                                          
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                             
| | (b) | incur any liability or obligation other than in the
      ordinary course of business or encumber or permit the encumbrance of any
      properties or assets of AMI except in the ordinary course of
    business;                         
| |     |                                                                                                                                                                                                                                             
| | (c) | dispose of or contract to dispose of any AMI property or
      assets, except in the ordinary course of business consistent with past
      practice;                                                                                       
| |     |                                                                                                                                                                                                                                             
| | (d) | issue, deliver, sell, pledge or otherwise encumber or
      subject to any lien any shares of the AMI Common Stock, or any rights,
      warrants or options to acquire, any such shares, voting securities or
      convertible securities;

---

| | (e) | declare, set aside or pay any dividends on, or make any
      other distributions in respect of the AMI Common Stock;                                                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f) | split, combine or reclassify any AMI Common Stock or
      issue or authorize the issuance of any other securities in respect of, in
      lieu of or in substitution for shares of AMI Common Stock; or,                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g) | materially increase benefits or compensation expenses of
      AMI, other than as contemplated by the terms of any employment agreement
      in existence on the date of this Agreement, increase the cash compensation
      of any director, executive officer or other key employee or pay any
      benefit or amount not required by a plan or arrangement as in effect on
      the date of this Agreement to any such person.

5.12                  
Certain Acts Prohibited - ATC.Between the date of this Agreement and the
Closing Date, ATC will not, without the prior written consent of AMI:

| | (a) | incur any liability or obligation or encumber or permit
      the encumbrance of any properties or assets of ATC except in the ordinary
      course of business consistent with past practice;                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                          
| | (b) | dispose of or contract to dispose of any ATC property or
      assets except in the ordinary course of business consistent with past
      practice;                                                                     
| |     |                                                                                                                                                                                                                          
| | (c) | materially increase benefits or compensation expenses of
      ATC, increase the cash compensation of any director, executive officer or
      other key employee or pay any benefit or amount to any such person;
    or
| |     |                                                                                                                                                                                                                          
| |     | (d)                                                                                                                                                                                                                      

5.13                   **Public
Announcements.**Until the Closing Date, ATC and AMI each agree that they
will not release or issue any reports or statements or make any public
announcements relating to this Agreement or the Transaction contemplated herein
without the prior written consent of the other party, except as may be required
upon written advice of counsel to comply with applicable laws or regulatory
requirements after consulting with the other party hereto and seeking their
reasonable consent to such announcement. AMI acknowledges that ATC must comply
with Applicable Securities Legislation requiring full disclosure of material
facts and agreements in which it is involved, and will co-operate to assist ATC
in meeting its obligations.

**6.**                     
**CLOSING**

6.1                     Closing.
The Closing will take place on the Closing Date at the offices of the lawyers
for ATC or at such other location as agreed to by the parties. Notwithstanding
the location of the Closing, each party agrees that the Closing may be completed
by the exchange of undertakings between the respective legal counsel for AMI and
ATC, provided such undertakings are satisfactory to each partys respective
legal counsel.

6.2                    
Closing Deliveries of AMI. At Closing, AMI will deliver or cause to be
delivered the following, fully executed and in the form and substance reasonably
satisfactory to ATC:

---

| | (a) | copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of AMI evidencing approval of
      this Agreement and the Transaction and the requisite stockholder approval
      of the Transaction;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                 
| | (b) | all certificates and other documents required by Section
      7.1 of this Agreement;                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                 
| | (c) | a certificate of an officer of AMI, dated as of Closing,
      certifying that:                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                 
| | (d) | the AMI Documents and any other necessary documents,
      including the Certificate of Merger, each duly executed by AMI, as
      required to give effect to the Transaction.                                                                 

6.3                     Closing
Deliveries of ATC and ATC Sub. At Closing, ATC and ATC Sub will deliver or
cause to be delivered the following, fully executed and in the form and
substance reasonably satisfactory to AMI:

| | (a) | copies of all resolutions and/or consent actions adopted
      by or on behalf of the board of directors of ATC and ATC Sub evidencing
      approval of this Agreement and the Transaction and the requisite
      stockholder approval of the Transaction;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                             
| | (b) | the ATC Shares;                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                             
| | (c) | all certificates and other documents required by Section
      7.2 of this Agreement;                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                             
| | (d) | a certificate of an officer of each of ATC and ATC Sub,
      dated as of Closing, certifying that:                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                             
| | (e) | copies of resolutions of the board of directors of ATC
      appointing the nominee of Jain and Jain as directors of ATC;                                                                                                                                   
| |     |                                                                                                                                                                                                                                                             
| | (f) | copy of the Securities and Exchange Commission Form 14F-1
      to be filed with the Securities and Exchange Commission on behalf of ATC
      reflecting the applicable changes in the Company as a result of the
      transactions contemplated hereby;  
| |     |                                                                                                                                                                                                                                                             
| | (g) | the employment agreement with Jain;                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                             
| | (h) | the registration rights agreement by and between ATC and
      the Shareholders in the form attached as Schedule 15 hereto; and                                                                                                                             
| |     |                                                                                                                                                                                                                                                             
| | (i) | the ATC Documents and any other necessary documents,
      including the Certificate of Merger each duly executed by ATC and ATC Sub,
      as applicable, as required to give effect to the
  Transaction;                                                 

---

**7.**                     
**TERMINATION**

7.1                     Termination.
This Agreement may be terminated at any time prior to the Closing Date
contemplated hereby by:

| | (a) | mutual agreement of ATC and AMI;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | ATC, if there has been a material breach by AMI or any
      Shareholder of any material representation, warranty, covenant or
      agreement set forth in this Agreement on the part of AMI or any
      Shareholder that is not cured, to the reasonable satisfaction of ATC,
      within ten business days after notice of such breach is given by ATC
      (except that no cure period will be provided for a breach by AMI or any
      Shareholders that by its nature cannot be cured);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | AMI, if there has been a material breach by ATC of any
      material representation, warranty, covenant or agreement set forth in this
      Agreement on the part of ATC that is not cured, to the reasonable
      satisfaction of AMI, within ten business days after notice of such breach
      is given by AMI (except that no cure period will be provided for a breach
      by ATC that by its nature cannot be cured);                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (d) | ATC or AMI, if the Transaction contemplated by this
      Agreement has not been consummated prior to April 15, 2008 unless ATC and
      AMI agree to extend such date in writing; or                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e) | ATC or AMI, if any injunction or other order of a
      governmental entity of competent authority prevents the consummation of
      the Transaction contemplated by this Agreement.                                                                                                                                                                                                                                                                                                            

7.2                    
Effect of Termination.In the event of the termination of this Agreement
as provided in Section 7 hereto, this Agreement will be of no further force or
effect, provided, however, that no termination of this Agreement will relieve
any party of liability for any breaches of this Agreement that are based on a
wrongful refusal or failure to perform any obligations

**8.**                     
**INDEMNIFICATION, REMEDIES, SURVIVAL**

8.1                     Certain
Definitions. For the purposes of this Section 8.1, the terms Loss
and Losses mean any and all demands, claims, actions or causes of
action, assessments, losses, damages, liabilities, costs, and expenses,
including without limitation, interest, penalties, fines and reasonable
attorneys, accountants and other professional fees and expenses of an amount not
less than $5,000, but excluding any indirect, consequential or punitive damages
suffered by ATC or AMI including damages for lost profits or lost business
opportunities.

8.2                     AMI
Indemnity.AMI will indemnify, defend, and hold harmless ATC and its
shareholders from, against, and in respect of any and all Losses asserted
against, relating to, imposed upon, or incurred by ATC and its shareholders by
reason of, resulting from, based upon or arising out of:

| | (a) | any misrepresentation, misstatement or breach of warranty
      of AMI contained in or made pursuant to this Agreement, any AMI Document
      or any certificate or other instrument delivered pursuant to this
      Agreement; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                      
| | (b) | the breach or partial breach by AMI of any covenant or
      agreement of AMI made in or pursuant to this Agreement, any AMI Document
      or any certificate or other instrument delivered pursuant to this
      Agreement.       

---

8.3                     ATC
and ATC Sub Indemnity. Each of ATC and ATC Sub will indemnify, defend, and
hold harmless AMI from, against, for, and in respect of any and all Losses
asserted against, relating to, imposed upon, or incurred by AMI by reason of,
resulting from, based upon or arising out of:

| | (a) | any misrepresentation, misstatement or breach of warranty
      of ATC or ATC Sub, respectively contained in or made pursuant to this
      Agreement, any ATC Document or any certificate or other instrument
      delivered pursuant to this Agreement; or      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                    
| | (b) | the breach or partial breach by ATC or ATC Sub of any
      covenant or agreement of ATC of ATC Sub, respectively, made in or pursuant
      to this Agreement, any ATC Document or any certificate or other instrument
      delivered pursuant to this Agreement.

**9.**                     
**GENERAL**

9.1                     Effectiveness
of Representations; Survival. Each party is entitled to rely on the
representations, warranties, indemnifications and agreements of each of the
other parties and all such representation, warranties and agreement will be
effective regardless of any investigation that any party has undertaken or
failed to undertake. The representations, warranties and agreements will survive
the Closing Date and continue in full force and effect until one (1) year after
the Closing Date.

9.2                    
Further Assurances and Provision of Information.Each of the parties
hereto will cooperate with the others and execute and deliver to the other
parties hereto such other instruments and documents and take such other actions
as may be reasonably requested from time to time by any other party hereto as
necessary to carry out, evidence, and confirm the intended purposes of this
Agreement. AMI agrees to provide such information as requested by ATC in a
timely manner prior to closing, and allow ATC and its representatives free
access to all books, records, and other information of AMI and to their
personnel and advisors.

9.3                     Amendment.This Agreement may not be amended except by an instrument in writing signed
by each of the parties.

9.4                    
Expenses. Each party to this Agreement will bear its respective expenses
incurred in connection with the preparation, execution, and performance of this
Agreement and the Transaction contemplated hereby, including all fees and
expenses of agents, representatives, counsel, and accountants.

9.5                     Entire
Agreement.This Agreement, the schedules attached hereto and the other
documents in connection with this transaction contain the entire agreement
between the parties with respect to the subject matter hereof and supersede all
prior arrangements and understandings, both written and oral, expressed or
implied, with respect thereto. Any preceding correspondence or offers are
expressly superseded and terminated by this Agreement.

9.6                    
Notices. All notices and other communications required or permitted under
to this Agreement must be in writing and will be deemed given if sent by
personal delivery, faxed with electronic confirmation of delivery,
internationally-recognized express courier or registered or certified mail
(return receipt requested), postage prepaid, to the parties at the addresses
specified by a party to the others from time to time for notice purposes. All
such notices and other communications will be deemed to have been received:

| | (a) | in the case of personal delivery, on the date of such
      delivery;
| | --- | ---------------------------------------------------------------------

---

| | (b) | in the case of a fax, when the party sending such fax has
      received electronic confirmation of its delivery;       
| | --- | ------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                         
| | (c) | in the case of delivery by internationally-recognized
      express courier, on the business day following dispatch; and
| |     |                                                                                                                         
| | (d) | in the case of mailing, on the fifth business day
      following mailing.                                              

9.7                     Headings.
The headings contained in this Agreement are for convenience purposes only and
will not affect in any way the meaning or interpretation of this Agreement.

9.8                    
Benefits. This Agreement is and will only be construed as for the benefit
of or enforceable by those persons party to this Agreement.

9.9                     Assignment.
This Agreement may not be assigned (except by operation of law) by any party
without the express, written approval of the other parties to this Agreement,
such approval will not be unreasonably withheld by any of the parties to this
Agreement.

9.10                   Force
Majeure.The obligations of the parties and the timeframes established
pursuant to this Agreement will be suspended to the extent and for the period
that performance hereunder is prevented by factors beyond any of the parties
reasonable control, whether foreseeable or unforeseeable, including, without
limitation, labour disputes, acts of god, laws, regulations, orders,
proclamations or requests of any governmental or regulatory authority, inability
to obtain on reasonable terms required permits, licenses or other
authorizations, or any other matter similar to the above.

9.11                   Governing
Law. This Agreement will be governed by and construed in accordance with the
laws of the State of Delaware applicable to contracts made and to be performed
therein and the courts thereof will have non-exclusive jurisdiction over any
disputes relating hereto.

9.12                   Gender.All references to any party will be read with such changes in number and
gender as the context or reference requires.

9.13                  
Counterparts. This Agreement may be executed in one or more counterparts,
all of which will be considered one and the same agreement and will become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties, it being understood that all parties need
not sign the same counterpart.

9.14                   Facsimile
Execution. This Agreement may be executed by delivery of executed signature
pages by fax or other electronic transmission and such fax or electronic
execution will be effective for all purposes.

9.15                  
Independent Legal Advice. All parties to this agreement confirm that they
have been given an opportunity to seek and obtain independent legal advice prior
to execution of this Agreement and have consulted their respective advisors
respecting the legal effects of this Agreement and any tax implications of the
Transaction.

9.16                   Schedules
and Exhibits. The schedules and exhibits that are attached to this Agreement
are incorporated herein.

[SIGNATURES TO FOLLOW]

---

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

ANGSTROM TECHNOLOGIES CORP.(a Nevada corporation)

By:    
__________________________________           Authorized
Signatory            Name:   
Alpha
Pang            Title:     
President,
CFO                          
Treasurer
and                          
Director

ANGSTROM MICROSYSTEMS, INC. (a Delaware corporation)

By:                 QuickTime
and a            TIFF
(LZW)
decompressor          are
needed to see this picture.

__________________________________           Authorized
Signatory             Name:    
Lalit Jain           
Title:        President

ANGSTROM ACQUISITION CORP.(a Delaware corporation)

By:    
__________________________________           Name:   
Alpha Pang           
Title:      President

---

SCHEDULE 1

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

AMI Shareholders

Column I
      Column II
      Column III
      Column IVName and Address
      Number of AMI Common
      Shares held before Closing
      Number of AMI Preferred
      Shares held before Closing
      Number of ATC Shares to
      be received on ClosingLalit Jain 24 Queensberry Street #14
      Boston, MA 02215
    1,892,988
    0
    2,082,287Penn Investments Association Inc. (Nand
      Todi) c/o 506 Stump Road Montgomeryville, PA 18936
    1,309,883
    0
    1,440,871Nand Todi 506 Stump Road
      Montgomeryville, PA 18936
    220,503
    0
    242,553Bret Harsham 4 Cochitutate Road Newton, MA 02461
    331,940
    0
    365,134Asha & Prakash Jain 73-08 185 Street
      Fresh Meadows, NY 11366
    237,100
    0
    260,810Aditl Mittal 1/20 Shanti Niketan New
      Delhi 21 India
    94,840
    0
    104,324John Ma 3610 Flora Vista Ave. #239
      Santa Clara, CA 95051
    497,910
    25,000
    575,201Salvatore & David Ricupero 128 East
      Emerson Street Melrose, MA 02176
    21,339
    0
    23,473David, Fran & Mel Ricupero 128 East
      Emerson Street Melrose, MA 02176
    21,339
    0
    23,473Gregory & Steven Bartosik 21 Gates
      Road Middleton, MA 01949
    10,670
    0
    11,737


---

Column I
      Column II
      Column III
      Column IVName and Address
      Number of AMI 
        Common Shares
      held before Closing
      Number of AMI 
        Preferred
      Shares held before Closing
      Number of ATC 
        Shares to be
      received on ClosingLinda LeCoq PO Box 155 New Durham, NH
      03855-0155
    10,670
    0
    11,737Vinod Kapoor 10 Butterfield Road
      Lexington, MA02420
    10,670
    0
    11,737Robert & Irene Gregory 84 Caldwell
      Fram Road Byfield, MA 01922
    21,339
    0
    23,473Barbara Shapiro 165 Grove Street
      Chestnut Hill, MA 02467
    10,670
    0
    11,737Jeff Bruce 6528 Eastpointe Pines Street
      Palm Beach Gardens, FL 33418
    10,670
    0
    11,737Martin Samuels 31 Massachusetts Avenue
      Boston, MA 02115
    71,130
    0
    78,243Bertram Alkon 3 Greenway Ct #2
      Brookline, MA 02446
    10,670
    0
    11,737Jawahar Taunk 4050 Presidential Drive
      Palm Harbour, FL 34685
    21,339
    0
    23,473Prakash Taunk 82 Bunker Hill Road
      Lawrenceville, NJ 08648
    21,339
    0
    23,473Meryl Charnow 2066 NW 52 Street Boca
      Raton, FL 33496
    4,742
    0
    5,216Gary Dougherty 4 Trowbridge Place #1D
      Cambridge, MA 02138
    66,744
    0
    73,418Rachel Sun 3320 Reservoir Oval East
      Bronx, NY 10467
    5,928
    30,000
    39,521Sanjay Mandloi Renfield Drive
      Princeton, NJ 08540
    47,420
    0
    52,162Syed Rashid 18 Grovernor Drive
      Barking Ridge, NJ 02920
    47,420
    0
    52,162


---

Column I
      Column II
      Column III
      Column IVName and Address
      Number of AMI 
        Common Shares
      held before Closing
      Number of AMI 
        Preferred
      Shares held before Closing
      Number of ATC 
        Shares to be
      received on ClosingShyam Jha 861 E Placita de Michael
      Tuscon, AZ 85718
    3,750
    0
    4,125A. Malik & S. Waliamy 608 Little John
      Road Houston, TX 77057
    0
    50,000
    55,000Herb Bishop 6 Etta Road Billerica, MA
      01821
    0
    50,000
    55,000Chris Conkey 32 Culter Lane Chestnut
      Hill, MA 02467
    0
    25,000
    27,500Vishal Garg 235 West 56th Street Apt
      28F New York, NY 10019
    0
    50,000
    55,000Kathy Wang 6 Alderney Way Lynnfield,
      MA 01940
    0
    30,000
    33,000Jing-Cheng Liu Kuo-Peing Liu 60
      Dorotockey Drive Harrington Park, NJ 07640
    0
    15,000
    16,500Todd Schwendiman 13981 Dingess Road
      Charlotte, NC 28273
    0
    25,000
    27,500Michael Ho 8604 104th Street Richmond
      Hill, NY 11418
    0
    20,000
    22,000Michael Phulwani 888 Maywood Avenue
      Maywood, NJ 07607
    0
    25,000
    27,500Prakash & Janel Pulwani 221 Tall
      Timber Drive Johnstown, PA 15901
    0
    25,000
    27,500Tasneed & Syed Rashid 18 Grovernor
      Drive Basking Ridge, NJ 07920
    0
    25,000
    27,500Peter Chen 81 Glenmead Ct. Mtn View,
      CA 94040
    0
    100,000
    110,000


---

Column I
      Column II
      Column III
      Column IVName and Address
      Number of AMI 
        Common Shares held
      before Closing
      Number of AMI 
        Preferred Shares held
      before Closing
      Number of ATC 
        Shares to be received
      on ClosingPaul Hsu 1390 Saddle Rack Ste #450 San Jose, CA
      95126
    0
    50,000
    55,000Eric Chen 81 Glenmead Ct. Mtn. View, CA 94040
    0
    75,000
    82,500Paula Chen 81 Glenmead Ct. Mtn. View, CA 94040
    0
    75,000
    82,500Dilip & Bhavini Patel 80 Longfellow Road
      Wellesley, MA 02481
    0
    71,277
    78,405Urmila Patel 8 Ridge Road Norfolk, MA 02056
    0
    71,277
    78,405Eryl Ltd. c/o KMP Group Bensham House, 324
      Gensham Lane Thornton Heatlh Surrey, CR7 7EQ
    0
    457,447
    503,192TOTAL
    5,003,013
    1,295,001
    6,927,816


AMI Optionholders

Column I
      Column II
      Column III
      Column IVName and 
        Address
      Number of AMI 
        Options held before
      Closing
      Number of Number of ATC 
        Options to be received on
      Closing, each option exercisable for one share of ATC
      Exercise Price of 
        ATC Options to be
      received on ClosingBhavini Patel
    240,000
    264000
    $0.20Jiajie Lin
    17,500
    19250
    $0.20Lalit Jain
    250,000
    275000
    $0.25Dilip Patel
    14,000
    15400
    $0.20Nand Todi
    16,000
    17600
    $0.20Ali Benamara
    30,000
    33000
    $0.20Eric Chen
    10,000
    11000
    $0.20Lilong Xin
    5,000
    5500
    $0.20Rachel Sun
    10,000
    11000
    $0.20


---

Column I
      Column II
      Column III
      Column IVName and 
        Address
      Number of AMI 
        Options held before
      Closing
      Number of Number of ATC 
        Options to be received on
      Closing, each option exercisable for one share of ATC
      Exercise Price of 
        ATC Options to be
      received on ClosingShao, Hua Shao
    1,000
    1100
    $0.20Zhan, Fei Jaing
    1,000
    1100
    $0.20Deng, Bi Hong
    1,000
    1100
    $0.20Jaing, Weijun
    1,000
    1100
    $0.20Sang, Koon Lau
    500
    550
    $0.20Xin You
    5000
    5500
    $0.20Mark Brown
    5,000
    5500
    $0.20Total
    607,000
    667,700


---

SCHEDULE 2

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

Directors And Officers Of AMI

Name and Positions held

|Lalit Jain  | Director and
      Chief Executive Officer, Treasurer, Secretary
|----------- | ----------------------------------------------------------------
|            |                                                                 
|Nandi Todi  | Director                                                        
|            |                                                                 
|Dilip Patel | Director                                                        

---

SCHEDULE 3

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

Directors And Officers Of ATC

Name and Positions held

Alpha Pang  President, Chief Financial Officer, Secretary,
Treasurer and director

---

SCHEDULE 4

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

AMI Liabilities

Legal Fees as of March 27, 2008: approximately $60,000

Professional fees payable to independent auditing firm for
preparation and audit of financial statements of AMI, as of March 27, 2008:
approximately $72,000

All other Liabilities:

Xin Qin Li

Angstrom owes principle and Interest in the amount of
$10,500.00 as a Loan Payment.

Keith Johnson A

ngstrom owes for Business Development and raising capitol in
the amount of $6000.00

Outstanding Payables:

1,352,213.78

---

SCHEDULE 5

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG 
  ATC, AMI AND ATC SUB

AMI Leases, Subleases, Claims, Capital Expenditures, Taxes
  and Other Property Interests

Leases and Subleases: $3,680 per month

Claims: Nil

Capital Expenditures: Nil

Taxes: Nil

Property Interests: Nil

Equipment Leases: Nil

---

SCHEDULE 6

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

AMI Material Contracts

| | 1. | Engagement Agreement Between Angstrom Microsystems Inc.,
      Harbour Capital Management Group (1999) Inc. and Harbour Capital Ventures
      West LLC dated August 8, 2007.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                              
| | 2. | Consulting Agreement between Angstrom Microsystems Inc.,
      Keith Johnson dated April 5, 2007.                                                                            

---

SCHEDULE 7

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND THE SHAREHOLDERS OF AMI

Form of Certificate of U.S. Shareholder

In connection with the issuance of common stock (the Pubco
Shares) of Angstrom Technologies Corp., a Nevada corporation (Pubco),
to the undersigned, pursuant to that certain Agreement and Plan of Merger dated
March 27, 2008 (the Agreement), between Pubco and the shareholders of Angstrom
Microsystems, Inc. as set out in the Agreement (each, a Selling Shareholder),
the undersigned Selling Shareholder hereby agrees, acknowledges, represents and
warrants that:

1. it satisfies one or more of the categories of "Accredited
Investors", as defined by Regulation D promulgated under the United States
Securities Act of 1933, as amended (the 1933 Act), as indicated below: (Please
initial in the space provide those categories, if any, of an "Accredited
Investor" which the undersigned satisfies.)

|_______ | Category 1 | An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Pubco Shares, with total assets in excess of US
      $5,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------- | ---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|_______ | Category 2 | A natural person whose individual net worth, or joint net
      worth with that person's spouse, on the date of purchase exceeds US
      $1,000,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|_______ | Category 3 | A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person's spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|_______ | Category 4 | A "bank" as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the Securities Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934(United States); an
      insurance company as defined in Section 2(13) of the 1933 Act; an
      investment company registered under the Investment Company Act of 1940(United States) or a business development company as defined in
      Section 2(a)(48) of such Act; a Small Business Investment Company licensed
      by the U.S. Small Business Administration under Section 301(c) or (d) of
      the Small Business Investment Act of 1958(United States); a
      plan with total assets in excess of $5,000,000 established and maintained
      by a state, a political subdivision thereof, or an agency or
      instrumentality of a state or a political subdivision thereof, for the
      benefit of its employees; an employee benefit plan within the meaning of
      the Employee Retirement Income Security Act of 1974(United
      States) whose investment decisions are made by a plan fiduciary, as
      defined in Section 3(21) of such Act,

---

|        |            | which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5,000,000, or, if a
      self-directed plan, whose investment decisions are made solely by persons
      that are accredited investors.
|------- | ---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |            |                                                                                                                                                                                                                                                                                                                              
|_______ | Category 5 | A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940(United
      States).                                                                                                                                                                                   
|        |            |                                                                                                                                                                                                                                                                                                                              
|_______ | Category 6 | A director or executive officer of Pubco.                                                                                                                                                                                                                                                                                    
|        |            |                                                                                                                                                                                                                                                                                                                              
|_______ | Category 7 | A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act.                                                                                
|        |            |                                                                                                                                                                                                                                                                                                                              
|_______ | Category 8 | An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.                                                                                                                                                                                                       

Note that for any of the Selling Shareholders claiming to
satisfy one of the above categories of Accredited Investor may be required to
supply the Company with a balance sheet, prior years' federal income tax returns
or other appropriate documentation to verify and substantiate the Subscriber's
status as an Accredited Investor.

If the Selling Shareholder is an entity which initialled
Category 8 in reliance upon the Accredited Investor categories above, state the
name, address, total personal income from all sources for the previous calendar
year, and the net worth (exclusive of home, home furnishings and personal
automobiles) for each equity owner of the said entity:
___________________________________

2.          
none of the Pubco Shares have been or will be registered under the 1933 Act, or
under any state securities or blue sky laws of any state of the United States,
and may not be offered or sold in the United States or, directly or indirectly,
to U.S. Persons, as that term is defined in Regulation S, except in accordance
with the provisions of Regulation S or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the 1933 Act and in
compliance with any applicable state and foreign securities laws;

3.          
the Selling Shareholder understands and agrees that offers and sales of any of
the Pubco Shares shall be made only in compliance with the registration
provisions of the 1933 Act or an exemption therefrom and in each case only in
accordance with applicable state and foreign securities laws;

4.          
the Selling Shareholder understands and agrees not to engage in any hedging
transactions involving any of the Pubco Shares unless such transactions are in
compliance with the provisions of the 1933 Act and in each case only in
accordance with applicable state and provincial securities laws;

5.          
the Selling Shareholder is acquiring the Pubco Shares for investment only and
not with a view to resale or distribution and, in particular, it has no
intention to distribute either directly or indirectly any of the Pubco Shares in
the United States or to U.S. Persons;

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6.          
Pubco has not undertaken, and will have no obligation, to register any of the
Pubco Shares under the 1933 Act;

7.          
Pubco is entitled to rely on the acknowledgements, agreements, representations
and warranties and the statements and answers of the Selling Shareholder
contained in the Agreement and this Certificate, and the Selling Shareholder
will hold harmless Pubco from any loss or damage either one may suffer as a
result of any such acknowledgements, agreements, representations and/or
warranties made by the Selling Shareholder not being true and correct;

8.          
the Selling Shareholder has been advised to consult their own respective legal,
tax and other advisors with respect to the merits and risks of an investment in
the Pubco Shares and, with respect to applicable resale restrictions, is solely
responsible (and Pubco is not in any way responsible) for compliance with
applicable resale restrictions;

9.          
the Selling Shareholder and the Selling Shareholders advisor(s) have had a
reasonable opportunity to ask questions of and receive answers from Pubco in
connection with the acquisition of the Pubco Shares under the Agreement, and to
obtain additional information, to the extent possessed or obtainable by Pubco
without unreasonable effort or expense;

10.         the
books and records of Pubco were available upon reasonable notice for inspection,
subject to certain confidentiality restrictions, by the undersigned during
reasonable business hours at its principal place of business and that all
documents, records and books in connection with the acquisition of the Pubco
Shares under the Agreement have been made available for inspection by the
undersigned, the Selling Shareholders attorney and/or advisor(s);

11.         the
Selling Shareholder:

| | (a) | is knowledgeable of, or has been independently advised as
      to, the applicable securities laws of the securities regulators having
      application in the jurisdiction in which the Selling Shareholder is
      resident (the International Jurisdiction) which would apply to the
      acquisition of the Pubco Shares;                                                                                                    
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | the Selling Shareholder is acquiring the Pubco Shares
      pursuant to exemptions from prospectus or equivalent requirements under
      applicable securities laws or, if such is not applicable, the Selling
      Shareholder is permitted to acquire the Pubco Shares under the applicable
      securities laws of the securities regulators in the International
      Jurisdiction without the need to rely on any exemptions;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | understands and agrees that the applicable securities
      laws of the authorities in the International Jurisdiction do not require
      Pubco to make any filings or seek any approvals of any kind whatsoever
      from any securities regulator of any kind whatsoever in the International
      Jurisdiction in connection with the issue and sale or resale of the Pubco
      Shares; and                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | the acquisition of the Pubco Shares by the Selling
      Shareholder does not trigger:                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                   

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| | (ii) | any continuous disclosure reporting obligation of Pubco
      in the International Jurisdiction; and
| | ---- | ----------------------------------------------------------------------------------------------------

the Selling Shareholder will, if requested by Pubco, deliver to
Pubco a certificate or opinion of local counsel from the International
Jurisdiction which will confirm the matters referred to in Sections 11(c) and
11(d) above to the satisfaction of Pubco, acting reasonably;

12.         the Selling
Shareholder (i) is able to fend for itself in connection with the acquisition of
the Pubco Shares; (ii) has such knowledge and experience in business matters as
to be capable of evaluating the merits and risks of its prospective investment
in the Pubco Shares; and (iii) has the ability to bear the economic risks of its
prospective investment and can afford the complete loss of such investment;

13.         the Selling
Shareholder is not aware of any advertisement of any of the Pubco Shares and is
not acquiring the Pubco Shares as a result of any form of general solicitation
or general advertising including advertisements, articles, notices or other
communications publi shed in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;

14.         no person
has made to the Selling Shareholder any written or oral representations:

| | (a) | that any person will resell or repurchase any of the
      Pubco Shares;                                                                                                                                                                                                                                                                                                                                           
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | that any person will refund the purchase price of any of
      the Pubco Shares;                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | as to the future price or value of any of the Pubco
      Shares; or                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | that any of the Pubco Shares will be listed and posted
      for trading on any stock exchange or automated dealer quotation system or
      that application has been made to list and post any of the Pubco Shares on
      any stock exchange or automated dealer quotation system, except that
      currently certain market makers make market in the common shares of Pubco
      on the OTC Bulletin Board;

15.         none of the
Pubco Shares are listed on any stock exchange or automated dealer quotation
system and no representation has been made to the Selling Shareholder that any
of the Pubco Shares will become listed on any stock exchange or automated dealer
quotation system, except that currently certain market makers make market in the
common shares of Pubco on the OTC Bulletin Board;

16.         the Selling
Shareholder is acquiring the Pubco Shares as principal for their own account,
for investment purposes only, and not with a view to, or for, resale,
distribution or fractionalization thereof, in whole or in part, and no other
person has a direct or indirect beneficial interest in the Pubco Shares;

17.         neither
the SEC nor any other securities commission or similar regulatory authority has
reviewed or passed on the merits of the Pubco Shares;

18.         the Selling
Shareholder acknowledges and agrees that Pubco shall refuse to register any
transfer of Pubco Shares not made in accordance with the provisions of
Regulation S, pursuant to

---

registration under the 1933 Act, or pursuant to an available
exemption from registration under the 1933 Act;

19.         Pubco has
advised the Selling Shareholder that Pubco is relying on an exemption from the
prospectus and registration requirements of the Applicable Securities
Legislation (as such term is defined in the Agreement) to issue the Pubco
Shares, and the Selling Shareholder will not receive information that would
otherwise be required to be provided to the Selling Shareholder pursuant to
Applicable Securities Legislation.

20.         the Selling
Shareholder understands and agrees that the Pubco Shares will bear the following
legend:

> NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN
>       REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
>       COMMISSION OF ANY STATE, AND WERE ISSUED IN RELIANCE UPON AN EXEMPTION FROM
>       REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 1933
>       ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
>       TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO
>       AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
>       REQUIREMENTS OF THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
>       LAWS.

21.         the address
of the Selling Shareholder included herein is the sole address of the Selling
Shareholder as of the date of this certificate.

IN WITNESS WHEREOF, I have executed this Certificate of U.S.
Shareholder.

|If a Corporation, Partnership or Other Entity: |  | If an Individual:              
|---------------------------------------------- |  | -------------------------------
|                                               |  |                                
|                                               |  |                                
|Print or Type Name of Entity                   |  | Signature                      
|                                               |  |                                
|                                               |  |                                
|Signature of Authorized Signatory              |  | Print or Type Name             
|                                               |  |                                
|                                               |  |                                
|Type of Entity                                 |  | Social Security/Tax I.D. Number

---

SCHEDULE 8

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

AMI Employees and Consultants

|Employees:      |                                    
|--------------- | -----------------------------------
|                |                                    
|Bhavini Patel   | Controller,
      Purchasing, Admin
|Jiajie Lin      | Protyping, production manager      
|Lalit Jain      | Pres, CEO,
      Chairman          
|Shao, Hua Shao  | Production worker                  
|Zhan, Fei Jaing | Production worker                  
|Deng, Bi Hong   | Production worker                  
|Jaing, Weijun   | Production worker                  
|Sang, Koon Lau  | General Worker                     
|Xin You         | Senior Production
      worker     
|                |                                    
|Contractors:    |                                    
|                |                                    
|Fan Wu          | GPGPU software
      developer     
|Ali Benamara    | Codec development                  
|Lilong Xin      | China rep                          
|Mumin Huang     | China GPGPU software developer     
|Steve Ventura   | Hardware designer                  

---

SCHEDULE 9

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, 
  AMI AND ATC SUB

PATENTS AND TRADEMAKS

Patents

Title of
      Invention:
    Country:
    Status:
    Application No./Patent No.Memory and Chipset Cooling Device
    US
    Provisional Patent Granted
    60/910,463Cooling Computer by Solid Heat Transfer
    US
    Provisional Patent Granted
    60/910,463Computer system and computer-implemented process for
      simultaneous configuration and monitoring of computer network
    US
    Patent Granted
    6,041,347Network Device for supporting construction of virtual
      local area networks
    US
    Patent Granted
    6,047,325


Trademarks

None

---

SCHEDULE 10

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

AMI Financial Statements



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SCHEDULE 11

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

Jain Employment Agreement

EXECUTIVE EMPLOYMENT 
  AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT, made and entered into
  as of the ___ day of _____, 2008, by and between Angstrom Technologies Corp.,
  a Nevada corporation with an address at _____________________________ (hereinafter
  referred to as the "Company"), and Lalit Jain, residing at ___________________________________
  (hereinafter referred to as the "Executive").

WITNESSETH:

WHEREAS,
  the Company is a party to a certain Agreement and Plan of Merger dated as of
  March 27, 2008 (the "Merger Agreement,") pursuant to which it has agreed to
  cause its wholly-owned subsidiary, Angstrom Acquisition Corp., to merge with
  and into Angstrom Microsystems, Inc. (AMI).

WHEREAS,
  the Executive currently is an employee of AMI, and desires to become employed
  by the Company subject to the closing of the transactions effected pursuant
  to the Merger Agreement (the "Closing"); and

WHEREAS,
  the Company and the Executive desire to enter into this Executive Employment
  Agreement, as set forth below.

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

**1.**     **EMPLOYMENT.**

(a)     The
  Company agrees to and hereby does employ the Executive to render services to
  the Company as a member of its management team subject to and effective as of
  the date of the Closing. The Executive will have the title and position of President
  and Chief Executive Officer of the Company and of AMI and shall have the duties
  and authorities customarily associated therewith, and shall be elected to and
  serve as a member of the Board of Directors of the Company and of AMI. Executive's
  office and principal place of business shall be at the Company's office in Boston,
  Massachusetts.

(b)     During
  the Employment Period, the Executive shall devote his working time and attention
  to the Company's business and the performance of his duties and responsibilities
  assigned to him hereunder, except that the Executive shall be permitted to serve
  on the boards of directors of other companies that are not in competition with
  the Company and engage in community service or other activities that do not
  interfere with his performance of his duties hereunder.

**2.**     **TERM.**

The
  term of the Executive's employment hereunder shall commence upon and as of the
  date of the Closing (the Closing Date)of the transactions contemplated
  under the Merger Agreement, and shall continue until the third (3rd)
  anniversary of such date; provided, however,

---

that so long as this Agreement is in effect at such time, the
  Executive may, by written notice to the Company given not less than forty-five
  (45) days prior to the third anniversary of the Closing Date, renew this Agreement
  and his employment hereunder for one additional year, until the fourth (4th)
  anniversary of the Closing Date; unless, in either case, sooner terminated as
  provided in Paragraph 7 hereof (the "Employment Period").

**3.**     **COMPENSATION.**

(a)    
  The Company agrees to pay the Executive (in equal installments on at least a
  monthly basis in accordance with the Company's customary practices during the
  Employment Period) a salary at the annual rate of One Hundred Fifty Thousand
  Dollars ($150,000), less federal, state and local income tax withholdings and
  other customary employee deductions. Commencing the first full calendar year
  of the Employment Period (i.e., 2009), the Executive's salary shall be
  reviewed by the Board of Directors of the Company, and may be adjusted (but
  not reduced) based on the Executive's performance and other factors deemed appropriate
  by such Board of Directors during the portion of the Employment Period prior
  to such review.

(b)    
  The Company shall pay to the Executive a bonus for calendar year 2008 in an
  amount determined by the Board of Directors, provided that in the event that
  the Company shall have gross sales for 2008 (determined in the same manner as
  sales were determined by AMI prior to the Closing) of Ten Million Dollars ($10,000,000)
  or more, than the minimum bonus shall be One Hundred Fifty Thousand Dollars
  ($150,000). Bonuses for future years shall be determined based on targets or
  other measures established by the Board of Directors of the Company and reasonably
  acceptable to the Executive.

(c)     Simultaneously
  with the Closing and the commencement of the Executives employment hereunder,
  the Company will enter into an Award Agreement with Executive in the form attached
  as Exhibit A hereto (the Award Agreement).

(d)    
  No other compensation shall be due to the Executive for services rendered or
  rights granted under this Agreement, except that (i) the Company will pay to
  the Executive a monthly automobile expense allowance of a minimum of $500.00
  per month and increased to a maximum of One Thousand Dollars ($1,000) if the
  company has gross sales over $5 million, and (ii) the Executive may participate,
  if and to the extent eligible, and consistent with the terms thereof, in each
  and every employee benefit plan of any kind, including any hospitalization,
  dental and medical insurance plan or in any retirement plan which the Company
  may from time to time adopt for the Company's employees.

**4.**     **VACATION.**

The
  Executive shall be entitled during the Employment Period to 2 weeks in year
  one and 3 weeks in year two and four (4) weeks in year 3 and, if applicable,
  year 4, of paid vacation in each full calendar year (pro rated for partial years).

**5.**     **REIMBURSEMENT
  OF CERTAIN EXPENSES.**

The
  Executive shall be entitled during the Employment Period to incur on behalf
  of the Company reasonable and necessary expenses in connection with his duties
  in accordance

2

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with policies approved by the Company. If such expenses are paid
  in the first instance by the Executive, the Company shall reimburse him therefor
  upon presentation of appropriate documentation.

**6.**     **CONFIDENTIAL
  INFORMATION AND INTELLECTUAL PROPERTIES.**

(a)     As
  used in this Agreement, "Confidential Information" shall mean information disclosed
  to the Executive or known by the Executive as a consequence of or through his
  employment by the Company or AMI (either before or after the Closing), not generally
  known in the industries in which the Company or AMI is or may become engaged,
  about the products, processes, finances, services or customers of the Company
  or AMI or of any other party with which it is doing business or from which it
  has obtained information, including, without limitation, information relating
  to any such party's research, development, finances, purchasing, marketing,
  merchandising or selling. The Executive will not, during or after the term of
  the Executive's employment, except in accordance with his employment with the
  Company, disclose or cause to be disclosed, and will not permit to be disclosed,
  nor will sell or use on an unauthorized basis, any Confidential Information
  to any person, firm, corporation, association, or other entity for any reason
  whatsoever. This provision shall not apply to any information (i) which is now
  in, or subsequently comes into, the public domain, provided that the Executive
  has not disclosed or caused to be disclosed such information so as to make it
  public, or (ii) which can be shown to have been previously known by the party
  to which it was furnished.

(b)    
  The Executive agrees that rights in all works which have been or will be prepared
  by him within the scope of his employment with the Company or AMI (either before
  or after the Closing), including but not limited to all ideas, concepts, themes,
  computer programs, works, titles, programs, processes, methods and illustrations,
  or any components thereof shall, pursuant to Section 101 and 201 of the United
  States Copyright Law, be "works made for hire" and shall belong entirely to
  the Company (and its successors or assigns) in perpetuity, and the Company (or
  they) may make any use (or nonuse) of such properties whatsoever throughout
  the world without any future obligation to the Executive.

(c)    
  The Executive agrees that all intellectual properties, including but not limited
  to all ideas, concepts, themes, computer programs, works, titles, programs,
  processes, methods and illustrations, or any components thereof, conceived,
  developed, created, written or contributed by him (either individually or in
  collaboration with others) in the scope of, or related to, his employment by
  the Company or AMI (either before or after the Closing), shall belong entirely
  to the Company (and its successors and assigns) in perpetuity, and the Executive
  hereby grants and assigns to the Company all rights whatsoever which he might
  have therein, and the Company (and its successors and assigns) may make any
  use (or nonuse) of such properties whatsoever throughout the world without any
  further obligation to the Executive.

(d)    
  All inventions, discoveries, formulae, processes, designs, trade secrets and
  other useful technical information, data and know-how made, discovered or developed
  by the Executive (either individually or in collaboration with others) during
  the term hereof, in the scope of, or related to, his employment by the Company
  or AMI (either before or after the Closing), are hereby granted and assigned
  by the Executive to the Company, including any

3

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letters patent which have been or may hereafter be issued therefor,
  whether the Executive now owns such rights or hereafter acquires them.

(e)     The
  Executive agrees to disclose promptly all works, inventions, and other intellectual
  properties referred to in Paragraphs 6(b), (c) or (d) above to the Company and
  will, at no charge to the Company, execute, acknowledge and deliver all applications,
  renewals and further documents and provide such additional assistance as the
  Company may deem necessary or desirable to evidence the Company's title in such
  intellectual properties.

(f)     Paragraphs
  6(b), (c), (d) and (e) shall not apply to inventions, discoveries, concepts
  or ideas that (i)(A) are developed solely on the Executive's own time and without
  using the Company's equipment, supplies, facilities or trade secret information,
  unless (B) either (x) they relate to the business of the Company or to
  the Company's development or research, or (y) they result from work performed
  by the Executive for or on behalf of the Company, or (ii) involve the field
  of alternate energy.

(g)     For
  purposes of clarity, the parties acknowledge and agree that the provisions of
  this paragraph 6 do not apply to rights under the two liquid cooling provisional
  patents held by the Executive, which the Executive shall retain, subject to
  the exclusive license previously granted by the Executive to AMI, for which
  there will be a One Dollar ($1.00) per year royalty.

**7.**     **TERMINATION.**

(a)     The
  Employment Period shall terminate upon the earliest of the following dates or
  events:

(i)      The date of the death of
  the Executive;

(ii)      In
  the event the Executive shall be unable, by reason of physical or mental disability,
  to perform his duties hereunder for a continuous period (vacations excepted)
  of three (3) months and the Company shall elect to terminate his employment
  hereunder for such cause (to the extent such election is permitted by applicable
  law);

(iii)     
  In the event that the Company shall elect to terminate his employment for "Cause"
  (as defined in Paragraph 7(b)), specifying the cause, on not less than three
  (3) business days written notice to the Executive;

(iv)      In
  the event the Executive shall elect to terminate his employment other than for
  Good Reason (as defined in Paragraph 7(c)), on ninety (90) days'
  written notice to the Company;

(v)      In the event the Executive
  shall elect to terminate his employment for Good Reason (as defined
  in Paragraph 7(c)), on three (3) business days' written notice to the Company;
  and

(vi)      The
  third (3rd) or fourth (4th) anniversary of the Closing,
  as applicable under paragraph 2 above.

4

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(b)     For
  purposes of this Agreement, the term "Cause" shall mean the Executive's: (i)
  material failure or refusal to perform his duties under this Agreement which
  remains uncured for thirty (30) days after notice from the Company thereof;
  (ii) willful misconduct or gross negligence in the performance of his duties
  hereunder which, unless the same is not able to be cured, remains uncured for
  thirty (30) days after notice from the Company thereof; (iv) dishonesty which
  is materially injurious to the Company; (v) non-appealable conviction of a felony;
  or (vi) non-appealable conviction of any other illegal act which is materially
  injurious to the business or reputation of the Company.

(c)     For
  purposes of this Agreement, the term Good Reason shall mean: (i)
  the Companys failure or refusal to perform its material obligations under
  this Agreement or under the Award Agreement, which remains uncured for thirty
  (30) days after notice from the Executive thereof; (ii) failure of the Executive
  to be elected or appointed to any of the positions referred to in paragraph
  1(a) hereof; (iii) the Companys relocation of its principal place of business
  or executive office to a location outside of the greater Boston, Massachusetts
  area; (iv) any material diminution in the authority, rights or position of the
  Executive; or (v) the imposition by the Company or AMI of any requirement that
  the Executive report to anyone other than the Board of Directors of the Company
  or AMI.

(d)    
  The provisions of Articles 6 and 9 hereof shall survive the expiration or termination
  for any reason of this Agreement or the Employment Period.

**8.**     **CONSEQUENCES OF TERMINATION.**

Upon
  the termination of the Employment Period pursuant to paragraph 7 (a) (i) 
  (vi) above, the Executive shall not be entitled to receive any further compensation,
  bonus or benefits from the Company, except for payment of his salary through
  the date of termination, his unreimbursed expenses, his unused accrued vacation,
  the bonus payable to him pursuant to paragraph 3(b) above or such other bonus
  arrangement as is in effect for the year in question (prorated for partial years)
  and such amounts as are required by applicable law or the terms of the Award
  Agreement or a benefit plan maintained by the Company, provided that (x) in
  the event that the Employment Period shall terminate pursuant to paragraph 7(a)(v)
  above, such termination shall be without prejudice to the Executives rights
  and remedies in respect of the event or events constituting Good Reason, and
  (y) in the event that the Employment Period shall terminate pursuant to paragraph
  7(a) (iv) above, the Executive shall surrender an amount equal to one-half (1/2)
  (by number of shares) of the then vested, unexercised options that were issued
  to him pursuant to the Award Agreement.

**9.**     **NON-SOLICITATION .**

(a)    
  During the employment of the Executive the Executive shall not solicit any then-current
  employees of the Company or AMI to leave the employment of the Company or AMI,
  either directly or through a company or person with whom the Executive is affiliated.
  For a period of six (6) months following the termination of the Executive's
  employment, however caused, the Executive shall not solicit any then-current
  employees of the Company or AMI to leave the employment of the Company or AMI,
  either directly or through a company or person with whom the Executive is affiliated.

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(b)     During
  the employment of the Executive, the Executive shall not directly or indirectly
  make known to any person, firm or corporation the names or addresses of any
  of the Company's customers or any other information pertaining to them. For
  a period of six (6) months following termination of the Executive's employment,
  however caused, the Executive shall not directly or indirectly call on or solicit,
  or attempt to call on or solicit, for the purpose of offering similar products
  or services, any customers or any business of any of the customers of the Company
  or AMI, either for the benefit of the Executive or for any other person, firm
  or corporation.

**10.**    **GENERAL.**

(a)      This
  Agreement, including this provision against oral modifications, may not be modified,
  waived, changed, extended or discharged orally, but only by an instrument in
  writing signed by the party against whom enforcement of any modification, waiver,
  change, extension or discharge is sought.

(b)      This
  Agreement may not be assigned by either party without the prior written consent
  of the other party. Any purported assignment of this Agreement not in compliance
  with the terms of this Paragraph 10(b) shall be null and void.

(c)     
  Any notice to be given by the Company hereunder shall be sent by certified or
  registered mail addressed to the Executive at his address above written, and
  any notice to be given by the Executive hereunder shall be sent by certified
  or registered mail addressed to __________, Attention: _______. Any party may
  change the address to which notices are to be sent by giving written notice
  of such change of address to the other, in the manner above provided for giving
  notice. No notice given hereunder shall be deemed to have been given unless
  actually received by the party to whom it is addressed, provided that a certified
  or registered mail receipt shall be conclusive evidence of receipt thereof.

(d)      This
  Agreement shall be construed in accordance with and governed by the laws of
  the Commonwealth of Massachusetts, as if wholly performed therein.

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

ANGSTROM TECHNOLOGIES CORP.



By:   _____________________________
              An Authorized
  Signatory



_________________________________
  LALIT JAIN

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SCHEDULE 12

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

2008 Incentive Stock Option Plan

ANGSTROM TECHNOLOGIES CORP. 2008 STOCK INCENTIVE PLAN

1.          
  Purposes of the Plan. The purposes of this Angstrom Technologies Corp.
  2008 Stock Incentive Plan are to attract and retain the best available personnel
  for positions of substantial responsibility, to provide additional incentive
  to Employees and Consultants, and to promote the success of the Company's business.
  Awards granted under the Plan may be Incentive Stock Options, Nonqualified Stock
  Options, Restricted Stock Awards, Performance Units, Performance Shares or Stock
  Appreciation Rights.

2.          
  Definitions. As used herein, the following definitions shall apply:

(a)          
  Administrator means the Board or any Committee or person
  as shall be administering the Plan, in accordance with Section 4 of the Plan.

(b)           Applicable
  Law means the legal requirements relating to the administration of
  the Plan under applicable federal, state, local and foreign corporate, tax and
  securities laws, and the rules and requirements of any stock exchange or quotation
  system on which the Common Stock is listed or quoted.

(c)           Award
  means an Option, Stock Appreciation Right, Restricted Stock Award, Performance
  Unit or Performance Share granted under the Plan.

(d)           Award
  Agreement means a written agreement by which an Award is evidenced.

(e)           Board
  means the Board of Directors of the Company.

(f)          
  Change in Control means the happening of any of the following:

(i)           When any person,
  as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other
  than the Company, a Subsidiary or a Company employee benefit plan, including
  any trustee of such plan acting as trustee) is or becomes the beneficial
  owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
  of securities of the Company representing 50 percent or more of the combined
  voting power of the Company's then outstanding securities; or

(ii)           The occurrence
  of a transaction requiring shareholder approval, and involving the sale of all
  or substantially all of the assets of the Company or the merger of the Company
  with or into another corporation.

(g)           Change
  in Control Price means, as determined by the Board,

(i)           the highest
  Fair Market Value of a Share within the 60-day period immediately preceding
  the date of determination of the Change in Control Price by the Board (the 60-Day
  Period), or

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(ii) the highest price paid or offered per Share, as determined by the Board,
  in any bona fide transaction or bona fide offer related to the Change in Control
  of the Company, at any time within the 60-Day Period, or

(iii) some lower price as the Board, in its sole and absolute discretion, determines
  to be a reasonable estimate of the fair market value of a Share.

(h)          
  Code means the Internal Revenue Code of 1986, as amended.

(i)           Committee
  means a Committee appointed by the Board in accordance with Section 4 of the
  Plan.

(j)           Common
  Stock means the Common Stock, $.001 value, of Angstrom Technologies
  Corp.

(k)          
  Company means Angstrom Technologies Corp., a Nevada corporation.

(l)           Consultant
  means any person, including an advisor or broker, engaged by the Company or
  a Parent or Subsidiary to render services and who is compensated for such services,
  including without limitation non-Employee Directors who are paid only a director's
  fee by the Company or who are compensated by the Company for their services
  as non-Employee Directors. In addition, as used herein, consulting relationship
  shall be deemed to include service by a non-Employee Director as such.

(m)           Continuous
  Status as an Employee or Consultant means that the employment or consulting
  relationship is not interrupted or terminated by the Company, any Parent or
  Subsidiary. Continuous Status as an Employee or Consultant shall not be considered
  interrupted in the case of (i) any leave of absence approved in writing by the
  Board, an Officer, or a person designated in writing by the Board or an Officer
  as authorized to approve a leave of absence, including sick leave, military
  leave, or any other personal leave; provided, however, that for purposes of
  Incentive Stock Options, any such leave may not exceed 90 days, unless reemployment
  upon the expiration of such leave is guaranteed by contract (including certain
  Company policies) or statute, or (ii) transfers between locations of the Company
  or between the Company, a Parent, a Subsidiary or successor of the Company;
  or (iii) a change in the status of the Grantee from Employee to Consultant or
  from Consultant to Employee.

(n)           Covered
  Stock means the Common Stock subject to an Award.

(o)          
  Date of Grant means the date on which the Administrator makes
  the determination granting the Award, or such other later date as is determined
  by the Administrator. Notice of the determination shall be provided to each
  Grantee within a reasonable time after the Date of Grant.

(p)          
  Date of Termination means the date on which a Grantees
  Continuous Status as an Employee or Consultant terminates.

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(q)           Director
  means a member of the Board.

(r)          
  Disability means total and permanent disability as defined
  in Section 22(e)(3) of the Code.

(s)           Employee
  means any person, including Officers and Directors, employed by the Company
  or any Parent or Subsidiary of the Company. Neither service as a Director nor
  payment of a director's fee by the Company shall be sufficient to constitute
  employment by the Company.

(t)           Exchange
  Act means the Securities Exchange Act of 1934, as amended.

(u)          
  Fair Market Value means, as of any date, the value of Common
  Stock determined as follows:

(i)           If the Common
  Stock is then listed on a national securities exchange, the Fair Market Value
  of a Share of Common Stock shall be the closing sales price for such stock as
  quoted on such exchange on the day of determination, or, if there was no sale
  of Shares of Common Stock on such date, for the last preceding date on which
  there was a sale of Shares of Common Stock on such exchange, as reported in
  The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)           If the Common
  Stock is not then listed on a national securities exchange but is then traded
  on an over-the-counter market, the Fair Market Value of a Share of Common Stock
  shall be the mean between the high bid and low asked prices for the Common Stock
  on the day of determination, or, if there was not bid and asked quotation on
  such date, for the last preceding date on which there was a bid and asked quotation
  for the Common Stock in such market, as reported in The Wall Street Journal
  or such other source as the Administrator deems reliable;

(iii)           In the absence
  of an established market for the Common Stock, the Fair Market Value shall be
  determined in good faith by the Administrator, in accordance with Section 409A
  of the Code.

(v)          
  Grantee means an individual who has been granted an Award.

(w)          
  Incentive Stock Option means an Option intended to qualify
  as an incentive stock option within the meaning of Section 422 of the Code and
  the regulations promulgated thereunder.

(x)          
  Mature Shares means Shares for which the holder thereof has
  good title, free and clear of all liens and encumbrances, and that such holder
  either (i) has held for at least six months or (ii) has purchased on the open
  market.

(y)          
  Nonqualified Stock Option means an Option not intended to
  qualify as an Incentive Stock Option.

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(z)           Officer
  means a person who is an officer of the Company within the meaning of Section
  16 of the Exchange Act and the rules and regulations promulgated thereunder.

(aa)           Option
  means a stock option granted under the Plan.

(bb)          
  Parent means a corporation, whether now or hereafter existing,
  in an unbroken chain of corporations ending with the Company if each of the
  corporations other than the Company holds at least 50 percent of the voting
  shares of one of the other corporations in such chain.

(cc)          
  Performance Period means the time period during which the
  performance goals established by the Administrator with respect to a Performance
  Unit or Performance Share, pursuant to Section 9 of the Plan, must be met.

(dd)          
  Performance Share has the meaning set forth in Section 9
  of the Plan.

(ee)          
  Performance Unit has the meaning set forth in Section 9 of
  the Plan.

(ff)          
  Plan means this Angstrom Technologies Corp. 2008 Stock Incentive
  Plan, as it may be amended from time to time.

(gg)          
  Restricted Stock Award means Shares that are awarded to a
  Grantee pursuant to Section 8 of the Plan.

(hh)          
  Rule 16b-3 means Rule 16b-3 promulgated under the Exchange
  Act or any successor to Rule 16b-3, as in effect when discretion is being exercised
  with respect to the Plan.

(ii)          
  Share means a share of the Common Stock, as adjusted in accordance
  with Section 11 of the Plan.

(jj)           Stock
  Appreciation Right or SAR has the meaning set forth
  in Section 7 of the Plan.

(kk)           Subsidiary
  means a corporation, domestic or foreign, of which not less than 50 percent
  of the voting shares are held by the Company or a Subsidiary, whether or not
  such corporation now exists or is hereafter organized or acquired by the Company
  or a Subsidiary.

3.          
  Stock Subject to the Plan. Subject to the provisions of Section 11 of
  the Plan and except as otherwise provided in this Section 3, the maximum aggregate
  number of Shares that may be subject to Awards under the Plan since the Plan
  became effective is 10,000,000 Shares, provided, however, that not more
  than 1,200,000 Shares may be subject to Awards that are Incentive Stock
  Options. The Shares may be authorized, but unissued, or reacquired Common Stock.

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If an Award expires or becomes unexercisable
  without having been exercised in full the remaining Shares that were subject
  to the Award shall become available for future Awards under the Plan (unless
  the Plan has terminated).

4.          
  Administration of the Plan.

(a)          
  Procedure.

(i)           Multiple
  Administrative Bodies. The Plan may be administered by different bodies
  with respect to different groups of Employees and Consultants. Except as provided
  below, the Plan shall be administered by (A) the Board or (B) a committee designated
  by the Board and constituted to satisfy Applicable Law.

(ii)           Rule 16b-3.
  To the extent the Board considers it desirable for transactions relating to
  Awards to be eligible to qualify for an exemption under Rule 16b-3, the transactions
  contemplated under the Plan shall be structured to satisfy the requirements
  for exemption under Rule 16b-3.

(iii)           Section
  162(m) of the Code. To the extent the Board considers it desirable for compensation
  delivered pursuant to Awards to be eligible to qualify for an exemption from
  the limit on tax deductibility of compensation under Section 162(m) of the Code,
  the transactions contemplated under the Plan shall be structured to satisfy
  the requirements for exemption under Section 162(m) of the Code.

(iv)           Authorization
  of Officers to Grant Options. In accordance with Applicable Law, the Board
  may, by a resolution adopted by the Board, authorize one or more Officers to
  designate Officers and Employees (excluding the Officer so authorized) to be
  Grantees of Options and determine the number of Options to be granted to such
  Officers and Employees; provided, however, that the resolution adopted by the
  Board so authorizing such Officer or Officers shall specify the total number
  and the terms (including the exercise price, which may include a formula by
  which such price may be determined) of Options such Officer or Officers may
  so grant.

(b)          
  Powers of the Administrator. Subject to the provisions of the Plan, and
  in the case of a Committee or an Officer, subject to the specific duties delegated
  by the Board to such Committee or Committee, the Administrator shall have the
  authority, in its sole and absolute discretion:

(i)           to determine
  the Fair Market Value of the Common Stock, in accordance with Section 2(u) of
  the Plan;

(ii)           to select the
  Consultants and Employees to whom Awards will be granted under the Plan;

(iii)          
  to determine whether, when, to what extent and in what types and amounts Awards
  are granted under the Plan;

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(iv)           to determine
  the number of shares of Common Stock to be covered by each Award granted under
  the Plan;

(v)           to determine
  the forms of Award Agreements, which need not be the same for each grant or
  for each Grantee, for use under the Plan;

(vi)           to determine
  the terms and conditions, not inconsistent with the terms of the Plan, of any
  Award granted under the Plan. Such terms and conditions, which need not be the
  same for each grant or for each Grantee, include, but are not limited to, the
  exercise price, the time or times when Options and SARs may be exercised (which
  may be based on performance criteria), the extent to which vesting is suspended
  during a leave of absence, any vesting acceleration or waiver of forfeiture
  restrictions, and any restriction or limitation regarding any Award or the shares
  of Common Stock relating thereto, based in each case on such factors as the
  Administrator shall determine;

(vii)          
  to construe and interpret the terms of the Plan and Awards;

(viii)           to prescribe,
  amend and rescind rules and regulations relating to the Plan, including, without
  limiting the generality of the foregoing, rules and regulations relating to
  the operation and administration of the Plan to accommodate the specific requirements
  of local and foreign laws and procedures;

(ix)           to modify or
  amend each Award (subject to Section 13 of the Plan);

(x)          
  to authorize any person to execute on behalf of the Company any instrument required
  to effect the grant of an Award previously granted by the Administrator;

(xi)          
  to determine the terms and restrictions applicable to Awards;

(xii)          
  to make such adjustments or modifications to Awards granted to Grantees who
  are Employees of foreign Subsidiaries as are advisable to fulfill the purposes
  of the Plan or to comply with Applicable Law;

(xiii)          
  to delegate its duties and responsibilities under the Plan with respect to sub-plans
  applicable to foreign Subsidiaries, except its duties and responsibilities with
  respect to Employees who are also Officers or Directors subject to Section 16(b)
  of the Exchange Act; and

(xiv)          
  to make all other determinations deemed necessary or advisable for administering
  the Plan.

(c)          
  Effect of Administrator's Decision. The Administrator's decisions, determinations
  and interpretations shall be final and binding on all Grantees and any other
  holders of Awards.

5.          
  Eligibility and General Conditions of Awards.

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(a)           Eligibility.
  Awards other than Incentive Stock Options may be granted to Employees and Consultants.
  Incentive Stock Options may be granted only to Employees. If otherwise eligible,
  an Employee or Consultant who has been granted an Award may be granted additional
  Awards.

(b)           Maximum Term.
  Subject to the following provision, the term during which an Award may be outstanding
  shall not extend more than ten years after the Date of Grant, and shall be subject
  to earlier termination as specified elsewhere in the Plan or Award Agreement.

(c)           Award Agreement.
  To the extent not set forth in the Plan, the terms and conditions of each Award,
  which need not be the same for each grant or for each Grantee, shall be set
  forth in an Award Agreement.

(d)          
  Termination of Employment or Consulting Relationship. In the event that
  a Grantee's Continuous Status as an Employee or Consultant terminates (other
  than upon the Grantee's death or Disability), then, unless otherwise provided
  by the Award Agreement, and subject to Section 11 of the Plan:

(i)           the Grantee
  may exercise his or her unexercised Option or SAR, but only within such period
  of time as is determined by the Administrator, and only to the extent that the
  Grantee was entitled to exercise it at the Date of Termination (but in no event
  later than the expiration of the term of such Option or SAR as set forth in
  the Award Agreement). In the case of an Incentive Stock Option, the Administrator
  shall determine such period of time (in no event to exceed three months from
  the Date of Termination) when the Option is granted. If, at the Date of Termination,
  the Grantee is not entitled to exercise his or her entire Option or SAR, the
  Shares covered by the unexercisable portion of the Option or SAR shall revert
  to the Plan. If, after the Date of Termination, the Grantee does not exercise
  his or her Option or SAR within the time specified by the Administrator, the
  Option or SAR shall terminate, and the Shares covered by such Option or SAR
  shall revert to the Plan;

(ii)           the Grantees
  Restricted Stock Awards, to the extent forfeitable immediately before the Date
  of Termination, shall thereupon automatically be forfeited;

(iii)           the Grantees
  Restricted Stock Awards that were not forfeitable immediately before the Date
  of Termination shall promptly be settled by delivery to the Grantee of a number
  of unrestricted Shares equal to the aggregate number of the Grantees vested
  Restricted Stock Awards;

(iv)           any Performance
  Shares or Performance Units with respect to which the Performance Period has
  not ended as of the Date of Termination shall terminate immediately upon the
  Date of Termination.

(e)          
  Disability of Grantee. In the event that a Grantees Continuous
  Status as an Employee or Consultant terminates as a result of the Grantee's
  Disability, then, unless otherwise provided by the Award Agreement:

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(i)           the Grantee
  may exercise his or her unexercised Option or SAR at any time within 12 months
  from the Date of Termination, but only to the extent that the Grantee was entitled
  to exercise the Option or SAR at the Date of Termination (but in no event later
  than the expiration of the term of the Option or SAR as set forth in the Award
  Agreement). If, at the Date of Termination, the Grantee is not entitled to exercise
  his or her entire Option or SAR, the Shares covered by the unexercisable portion
  of the Option or SAR shall revert to the Plan. If, after the Date of Termination,
  the Grantee does not exercise his or her Option or SAR within the time specified
  herein, the Option or SAR shall terminate, and the Shares covered by such Option
  or SAR shall revert to the Plan.

(ii)           the Grantees
  Restricted Stock Awards, to the extent forfeitable immediately before the Date
  of Termination, shall thereupon automatically be forfeited;

(iii)          
  the Grantees Restricted Stock Awards that were not forfeitable immediately
  before the Date of Termination shall promptly be settled by delivery to the
  Grantee of a number of unrestricted Shares equal to the aggregate number of
  the Grantees vested Restricted Stock Awards;

(iv)         
  any Performance Shares or Performance Units with respect to which the Performance
  Period has not ended as of the Date of Termination shall terminate immediately
  upon the Date of Termination.

(f)           Death of
  Grantee. In the event of the death of an Grantee, then, unless otherwise
  provided by the Award Agreement,

(i)          
  the Grantees unexercised Option or SAR may be exercised at any time within
  12 months following the date of death (but in no event later than the expiration
  of the term of such Option or SAR as set forth in the Award Agreement), by the
  Grantee's estate or by a person who acquired the right to exercise the Option
  or SAR by bequest or inheritance, but only to the extent that the Grantee was
  entitled to exercise the Option or SAR at the date of death. If, at the time
  of death, the Grantee was not entitled to exercise his or her entire Option
  or SAR, the Shares covered by the unexercisable portion of the Option or SAR
  shall immediately revert to the Plan. If, after death, the Grantee's estate
  or a person who acquired the right to exercise the Option or SAR by bequest
  or inheritance does not exercise the Option or SAR within the time specified
  herein, the Option or SAR shall terminate, and the Shares covered by such Option
  or SAR shall revert to the Plan.

(ii)          
  the Grantees Restricted Stock Awards, to the extent forfeitable immediately
  before the date of death, shall thereupon automatically be forfeited;

(iii)          
  the Grantees Restricted Stock Awards that were not forfeitable immediately
  before the date of death shall promptly be settled by delivery to the Grantees
  estate or a person who acquired the right to hold the Stock Grant by bequest
  or inheritance, of a number of unrestricted Shares equal to the aggregate number
  of the Grantees vested Restricted Stock Awards;

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(iv)           any Performance
  Shares or Performance Units with respect to which the Performance Period has
  not ended as of the date of death shall terminate immediately upon the date
  of death.

(g)          
  Nontransferability of Awards.

(i)           Except as provided
  in Section 5(g)(iii) below, each Award, and each right under any Award, shall
  be exercisable only by the Grantee during the Grantees lifetime, or, if
  permissible under Applicable Law, by the Grantees guardian or legal representative.

(ii)           Except as provided
  in Section 5(g)(iii) below, no Award (prior to the time, if applicable, Shares
  are issued in respect of such Award), and no right under any Award, may be assigned,
  alienated, pledged, attached, sold or otherwise transferred or encumbered by
  a Grantee otherwise than by will or by the laws of descent and distribution
  (or in the case of Restricted Stock Awards, to the Company) and any such purported
  assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
  be void and unenforceable against the Company or any Subsidiary; provided, that
  the designation of a beneficiary shall not constitute an assignment, alienation,
  pledge, attachment, sale, transfer or encumbrance.

(iii)           To the extent
  and in the manner permitted by Applicable Law, and to the extent and in the
  manner permitted by the Administrator, and subject to such terms and conditions
  as may be prescribed by the Administrator, a Grantee may transfer an Award to:

(A)           a child, stepchild,
  grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
  niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
  or sister-in-law of the Grantee (including adoptive relationships);

(B)           any person sharing
  the employees household (other than a tenant or employee);

(C)           a trust in which
  persons described in (A) and (B) have more than 50 percent of the beneficial
  interest;

(D)           a foundation
  in which persons described in (A) or (B) or the Grantee control the management
  of assets; or

(E)           any other entity
  in which the persons described in (A) or (B) or the Grantee own more than 50
  percent of the voting interests;

provided such transfer is not for value. The following shall
  not be considered transfers for value: a transfer under a domestic relations
  order in settlement of marital property rights, and a transfer to an entity
  in which more than 50 percent of the voting interests are owned by persons described
  in (A) above or the Grantee, in exchange for an interest in such entity.

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6.          
  Stock Options.

(a)           Limitations.

(i)          
  Each Option shall be designated in the Award Agreement as either an Incentive
  Stock Option or a Nonqualified Stock Option. Any Option designated as an Incentive
  Stock Option:

(A)           shall not have
  an aggregate Fair Market Value (determined for each Incentive Stock Option at
  the Date of Grant) of Shares with respect to which Incentive Stock Options are
  exercisable for the first time by the Grantee during any calendar year (under
  the Plan and any other employee stock option plan of the Company or any Parent
  or Subsidiary (Other Plans)), determined in accordance with the
  provisions of Section 422 of the Code, that exceeds $100,000 (the $100,000
  Limit);

(B)           shall, if the
  aggregate Fair Market Value of Shares (determined on the Date of Grant) with
  respect to the portion of such grant that is exercisable for the first time
  during any calendar year (Current Grant) and all Incentive Stock
  Options previously granted under the Plan and any Other Plans that are exercisable
  for the first time during a calendar year (Prior Grants) would exceed
  the $100,000 Limit, be exercisable as follows:

(1)           The portion
  of the Current Grant that would, when added to any Prior Grants, be exercisable
  with respect to Shares that would have an aggregate Fair Market Value (determined
  as of the respective Date of Grant for such Options) in excess of the $100,000
  Limit shall, notwithstanding the terms of the Current Grant, be exercisable
  for the first time by the Grantee in the first subsequent calendar year or years
  in which it could be exercisable for the first time by the Grantee when added
  to all Prior Grants without exceeding the $100,000 Limit; and

(2)           If, viewed as
  of the date of the Current Grant, any portion of a Current Grant could not be
  exercised under the preceding provisions of this Section 6(a)(i)(B) during any
  calendar year commencing with the calendar year in which it is first exercisable
  through and including the last calendar year in which it may by its terms be
  exercised, such portion of the Current Grant shall not be an Incentive Stock
  Option, but shall be exercisable as a separate Option at such date or dates
  as are provided in the Current Grant.

(ii)           No Employee
  shall be granted, in any fiscal year of the Company, Options to purchase more
  than 4,000,000 Shares. The limitation described in this Section 6(a)(ii)
  shall be adjusted proportionately in connection with any change in the Companys
  capitalization as described in Section 11 of the Plan. If an Option is canceled
  in the same fiscal year of the Company in which it was granted (other than in
  connection with a transaction described in Section 11 of the Plan), the canceled
  Option will be counted against the limitation described in this Section 6(a)(ii).

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(b)          
  Term of Option. The term of each Option shall be stated in the Award
  Agreement; provided, however, that in the case of an Incentive Stock Option,
  the term shall be 10 years from the date of grant or such shorter term as may
  be provided in the Award Agreement. Moreover, in the case of an Incentive Stock
  Option granted to a Grantee who, at the time the Incentive Stock Option is granted,
  owns stock representing more than 10 percent of the voting power of all classes
  of stock of the Company or any Parent or Subsidiary, the term of the Incentive
  Stock Option shall be five years from the date of grant or such shorter term
  as may be provided in the Award Agreement.

(c)          
  Option Exercise Price and Consideration.

(i)          
  Exercise Price. The per share exercise price for the Shares to be issued
  pursuant to exercise of an Option shall be determined by the Administrator and,
  except as otherwise provided in this Section 6(c)(i), shall be no less than
  100 percent of the Fair Market Value per Share on the Date of Grant.

(A)           In the case
  of an Incentive Stock Option granted to an Employee who on the Date of Grant
  owns stock representing more than 10 percent of the voting power of all classes
  of stock of the Company or any Parent or Subsidiary, the per Share exercise
  price shall be no less than 110 percent of the Fair Market Value per Share on
  the Date of Grant.

(B)           Any Option that
  is (1) granted to a Grantee in connection with the acquisition (Acquisition),
  however effected, by the Company of another corporation or entity (Acquired
  Entity) or the assets thereof, (2) associated with an option to purchase
  shares of stock or other equity interest of the Acquired Entity or an affiliate
  thereof (Acquired Entity Option) held by such Grantee immediately
  prior to such Acquisition, and (3) intended to preserve for the Grantee the
  economic value of all or a portion of such Acquired Entity Option, may be granted
  with such exercise price as the Administrator determines to be necessary to
  achieve such preservation of economic value and comply with the requirements
  of Sections 409A and 424 of the Code and the Regulations thereunder.

(C)           Any Option that
  is granted to a Grantee not previously employed by the Company, or a Parent
  or Subsidiary, as a material inducement to the Grantees commencing employment
  with the Company may be granted with such exercise price as the Administrator
  determines to be necessary to provide such material inducement, subject to the
  requirements of Section 409A of the Code.

(D)           Any Option that
  is granted to a Grantee with provisions in the Award Agreement which comply
  with the requirements of Section 409A of the Code, may be granted at a price
  less than Fair Market Value, as the Administrator determines.

(E)           Any Option that
  is granted to a Grantee that is an independent contractor which is exempt from
  the requirements of Section 409A of the Code, may be granted at a price less
  than Fair Market Value, as the Administrator determines.

(d)           Waiting Period
  and Exercise Dates. At the time an Option is granted, the

11

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Administrator shall fix the period within which the Option may
  be exercised and shall determine any conditions that must be satisfied before
  the Option may be exercised. An Option shall be exercisable only to the extent
  that it is vested according to the terms of the Award Agreement.

(e)           Form of Consideration.
  The Administrator shall determine the acceptable form of consideration for exercising
  an Option, including the method of payment. In the case of an Incentive Stock
  Option, the Administrator shall determine the acceptable form of consideration
  at the time of grant. The acceptable form of consideration may consist of any
  combination of cash, personal check, wire transfer or, subject to the approval
  of the Administrator:

(i)           pursuant to
  rules and procedures approved by the Administrator, promissory note;

(ii)           Mature Shares;

(iii)           pursuant to
  procedures approved by the Committee, (A) through the sale of the Shares acquired
  on exercise of the Option through a broker-dealer to whom the Grantee has submitted
  an irrevocable notice of exercise and irrevocable instructions to deliver promptly
  to the Company the amount of sale or loan proceeds sufficient to pay the exercise
  price, together with, if requested by the Company, the amount of federal, state,
  local or foreign withholding taxes payable by the Grantee by reason of such
  exercise, or (B) through simultaneous sale through a broker of Shares acquired
  upon exercise; or

(iv)           such other
  consideration and method of payment for the issuance of Shares to the extent
  permitted by Applicable Law.

(f)          
  Exercise of Option.

(i)          
  Procedure for Exercise; Rights as a Shareholder.

(A)           Any Option granted
  hereunder shall be exercisable according to the terms of the Plan and at such
  times and under such conditions as determined by the Administrator and set forth
  in the Award Agreement.

(B)           An Option may
  not be exercised for a fraction of a Share.

(C)           An Option shall
  be deemed exercised when the Company receives:

(1)           written notice
  of exercise (in accordance with the Award Agreement) from the person entitled
  to exercise the Option, and

(2)           full payment
  for the Shares with respect to which the Option is exercised. Full payment may
  consist of any consideration and method of payment authorized by the Administrator
  and permitted by the Award Agreement and the Plan.

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(3)           Shares issued
  upon exercise of an Option shall be issued in the name of the Grantee or, if
  requested by the Grantee, in the name of the Grantee and his or her spouse.
  Until the stock certificate evidencing such Shares is issued (as evidenced by
  the appropriate entry on the books of the Company or of a duly authorized transfer
  agent of the Company), no right to vote or receive dividends or any other rights
  as a shareholder shall exist with respect to the Optioned Stock, notwithstanding
  the exercise of the Option. The Company shall issue (or cause to be issued)
  such stock certificate promptly after the Option is exercised. No adjustment
  will be made for a dividend or other right for which the record date is prior
  to the date the stock certificate is issued, except as provided in Section 11
  of the Plan.

(4)           Exercising an
  Option in any manner shall decrease the number of Shares thereafter available,
  both for purposes of the Plan and for sale under the Option, by the number of
  Shares as to which the Option is exercised.

7.          
  Stock Appreciation Rights.

(a)           Grant of
  SARs. Subject to the terms and conditions of the Plan, the Administrator
  may grant SARs in tandem with an Option or alone and unrelated to an Option.
  Tandem SARs shall expire no later than the expiration of the underlying Option.

(b)          
  Exercise of SARs. SARs shall be exercised by the delivery of a written
  notice of exercise to the Company, setting forth the number of Shares over which
  the SAR is to be exercised. Tandem SARs may be exercised:

(i) with respect to all or part of the Shares subject to the related Option
  upon the surrender of the right to exercise the equivalent portion of the related
  Option;

(ii) only with respect to the Shares for which its related Option is then exercisable;
  and

(iii) only when the Fair Market Value of the Shares subject to the Option exceeds
  the exercise price of the Option.

The value of the payment with respect to the tandem SAR may be
  no more than 100 percent of the difference between the exercise price of the
  underlying Option and the Fair Market Value of the Shares subject to the underlying
  Option at the time the tandem SAR is exercised.

(c) Payment of SAR Benefit. Upon exercise of a SAR, the Grantee shall
  be entitled to receive payment from the Company in an amount determined by multiplying:

(i) the excess of the Fair Market Value of a Share on the date of exercise over
  the SAR exercise price; by

(ii) the number of Shares with respect to which the SAR is exercised;

provided, that the Administrator may provide in the Award Agreement
  that the benefit payable on

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exercise of a SAR shall not exceed such percentage of the Fair
  Market Value of a Share on the Date of Grant, or any other limitation, as the
  Administrator shall specify. As determined by the Administrator, the payment
  upon exercise of a SAR may be in cash, in Shares that have an aggregate Fair
  Market Value (as of the date of exercise of the SAR) equal to the amount of
  the payment, or in some combination thereof, as set forth in the Award Agreement.

(d)           No Employee
  shall be granted, in any fiscal year, SARs with respect to more than 1,000,000
  Shares. The limitation described in this Section 7(d) shall be adjusted proportionately
  in connection with any change in the Companys capitalization as described
  in Section 11 of the Plan. If a SAR is canceled in the same fiscal year of the
  Company in which it was granted (other than in connection with a transaction
  described in Section 11 of the Plan), the canceled SAR will be counted against
  the limitation described in this Section 7(d).

8.          
  Restricted Stock Awards. Subject to the terms of the Plan, the Administrator
  may grant Restricted Stock Awards to any Employee or Consultant, in such amount
  and upon such terms and conditions as shall be determined by the Administrator.

(a)           Administrator
  Action. The Administrator acting in its sole and absolute discretion shall
  have the right to grant Restricted Stock to Employees and Consultants under
  the Plan from time to time. Each Restricted Stock Award shall be evidenced by
  a Restricted Stock Agreement, and each Restricted Stock Agreement shall set
  forth the conditions, if any, which will need to be timely satisfied before
  the grant will be effective and the conditions, if any, under which the Grantees
  interest in the related Stock will be forfeited. The Administrator may make
  grants of Performance-Based Restricted Stock and grants of Restricted Stock
  that is not Performance-Based Restricted Stock.

(b)           Performance-Based
  Restricted Stock.

(i)           Effective
  Date. A grant of Performance-Based Restricted Stock shall be effective as
  of the date the Administrator certifies that the applicable conditions described
  in Section 8(b)(iii) of the Plan have been timely satisfied.

(ii)           Share Limitation.
  No more than 1,000,000 shares of Performance-Based Restricted Stock may
  be granted to an Employee or Consultant in any calendar year.

(iii)           Grant Conditions.
  The Administrator, acting in its sole and absolute discretion, may select from
  time to time Employees and Consultants to receive grants of Performance-Based
  Restricted Stock in such amounts as the Administrator may, in its sole and absolute
  discretion, determine, subject to any limitations provided in the Plan. The
  Administrator shall make each grant subject to the attainment of certain performance
  targets. The Administrator shall determine the performance targets which will
  be applied with respect to each grant of Performance-Based Restricted Stock
  at the time of grant, but in no event later than 90 days after the commencement
  of the period of service to which the performance targets relate. The performance
  criteria applicable to Performance-Based Restricted Stock grants will be one
  or more of the following criteria: (i) Common Stock price; (ii) average annual
  growth in earnings per share; (iii) increase in shareholder value; (iv) earnings
  per share; (v) net income; (vi) return

14

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on assets; (vii) return on shareholders equity; (viii)
  increase in cash flow; (ix) operating profit or operating margins; (x) revenue
  growth of the Company; and (xi) operating expenses. The related Restricted Stock
  Agreement shall set forth the applicable performance criteria and the deadline
  for satisfying the performance criteria.

(iv)           Forfeiture
  Conditions. The Administrator may make each Performance-Based Restricted
  Stock grant (if, when and to the extent that the grant becomes effective) subject
  to one, or more than one, objective employment, performance or other forfeiture
  condition which the Administrator acting in its sole and absolute discretion
  deems appropriate under the circumstances for Employees or Consultants generally
  or for a Grantee in particular, and the related Restricted Stock Agreement shall
  set forth each such condition and the deadline for satisfying each such forfeiture
  condition. A Grantees nonforfeitable interest in the Shares related to
  a Performance-Based Restricted Stock grant shall depend on the extent to which
  each such condition is timely satisfied. A Stock certificate shall be issued
  (subject to the conditions, if any, described in this Section 8(b)) to, or for
  the benefit of, the Grantee with respect to the number of shares for which a
  grant has become effective as soon as practicable after the date the grant becomes
  effective.

(c)           Restricted
  Stock Other Than Performance-Based Restricted Stock.

(i)           Effective
  Date. A Restricted Stock grant which is not a grant of Performance-Based
  Restricted Stock shall be effective (a) as of the date set by the Administrator
  when the grant is made or, if the grant is made subject to one, or more than
  one, condition, (b) as of the date the Administrator determines that such conditions
  have been timely satisfied.

(ii)           Grant Conditions.
  The Administrator acting in its sole and absolute discretion may make the grant
  of Restricted Stock which is not Performance-Based Restricted Stock to a Grantee
  subject to the satisfaction of one, or more than one, objective employment,
  performance or other grant condition which the Administrator deems appropriate
  under the circumstances for Employees or Consultants generally or for a Grantee
  in particular, and the related Restricted Stock Agreement shall set forth each
  such condition and the deadline for satisfying each such grant condition.

(iii)           Forfeiture
  Conditions. The Administrator may make each grant of Restricted Stock which
  is not a grant of Performance-Based Restricted Stock (if, when and to the extent
  that the grant becomes effective) subject to one, or more than one, objective
  employment, performance or other forfeiture condition which the Administrator
  acting in its sole and absolute discretion deems appropriate under the circumstances
  for Employees or Consultants generally or for a Grantee in particular, and the
  related Restricted Stock Agreement shall set forth each such condition and the
  deadline for satisfying each such forfeiture condition. A Grantees nonforfeitable
  interest in the Shares related to a grant of Restricted Stock which is not a
  grant of Performance-Based Restricted Stock shall depend on the extent to which
  each such condition is timely satisfied. A Stock certificate shall be issued
  (subject to the conditions, if any, described in this Section 8(c)) to, or for
  the benefit of, the Grantee with respect to the number of shares for which a
  grant has become effective as soon as practicable after the date the grant becomes
  effective.

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(d)           Dividends
  and Voting Rights. Each Restricted Stock Agreement shall state whether the
  Grantee shall have a right to receive any cash dividends which are paid with
  respect to his or her Restricted Stock after the date his or her Restricted
  Stock grant has become effective and before the first day that the Grantees
  interest in such stock is forfeited completely or becomes completely nonforfeitable.
  If a Restricted Stock Agreement provides that a Grantee has no right to receive
  a cash dividend when paid, such agreement shall set forth the conditions, if
  any, under which the Grantee will be eligible to receive one, or more than one,
  payment in the future to compensate the Grantee for the fact that he or she
  had no right to receive any cash dividends on his or her Restricted Stock when
  such dividends were paid. If a Restricted Stock Agreement calls for any such
  payments to be made, the Company shall make such payments from the Companys
  general assets, and the Grantee shall be no more than a general and unsecured
  creditor of the Company with respect to such payments. If a stock dividend is
  declared on such a Share after the grant is effective but before the Grantees
  interest in such Stock has been forfeited or has become nonforfeitable, such
  stock dividend shall be treated as part of the grant of the related Restricted
  Stock, and a Grantees interest in such stock dividend shall be forfeited
  or shall become nonforfeitable at the same time as the Share with respect to
  which the stock dividend was paid is forfeited or becomes nonforfeitable. If
  a dividend is paid other than in cash or stock, the disposition of such dividend
  shall be made in accordance with such rules as the Administrator shall adopt
  with respect to each such dividend. A Grantee shall have the right to vote the
  Shares related to his or her Restricted Stock grant after the grant is effective
  with respect to such Shares but before his or her interest in such Shares has
  been forfeited or has become nonforfeitable.

(e)           Satisfaction
  of Forfeiture Conditions. A Share shall cease to be Restricted Stock at
  such time as a Grantees interest in such Share becomes nonforfeitable
  under the Plan, and the certificate representing such share shall be reissued
  as soon as practicable thereafter without any further restrictions related to
  Section 8(b) or Section 8(c) and shall be transferred to the Grantee.

9.          
  Performance Units and Performance Shares.

(a)           Grant of
  Performance Units and Performance Shares. Subject to the terms of the Plan,
  the Administrator may grant Performance Units or Performance Shares to any Employee
  or Consultant in such amounts and upon such terms as the Administrator shall
  determine.

(b)           Value/Performance
  Goals. Each Performance Unit shall have an initial value that is established
  by the Administrator on the Date of Grant. Each Performance Share shall have
  an initial value equal to the Fair Market Value of a Share on the Date of Grant.
  The Administrator shall set performance goals that, depending upon the extent
  to which they are met, will determine the number or value of Performance Units
  or Performance Shares that will be paid to the Grantee.

(c)           Payment of
  Performance Units and Performance Shares.

(i)           Subject to the
  terms of the Plan, after the applicable Performance

16

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Period has ended, the holder of Performance Units or Performance
  Shares shall be entitled to receive a payment based on the number and value
  of Performance Units or Performance Shares earned by the Grantee over the Performance
  Period, determined as a function of the extent to which the corresponding performance
  goals have been achieved.

(ii)           If a Grantee
  is promoted, demoted or transferred to a different business unit of the Company
  during a Performance Period, then, to the extent the Administrator determines
  appropriate, the Administrator may adjust, change or eliminate the performance
  goals or the applicable Performance Period as it deems appropriate in order
  to make them appropriate and comparable to the initial performance goals or
  Performance Period.

(d)           Form and
  Timing of Payment of Performance Units and Performance Shares. Payment
  of earned Performance Units or Performance Shares shall be made in a lump sum
  following the close of the applicable Performance Period. The Administrator
  may pay earned Performance Units or Performance Shares in cash or in Shares
  (or in a combination thereof) that have an aggregate Fair Market Value equal
  to the value of the earned Performance Units or Performance Shares at the close
  of the applicable Performance Period. Such Shares may be granted subject to
  any restrictions deemed appropriate by the Administrator. The form of payout
  of such Awards shall be set forth in the Award Agreement pertaining to the grant
  of the Award.

10.          
  Tax Withholding. The Company shall deduct from all cash distributions
  under the Plan any taxes required to be withheld by federal, state, local or
  foreign government. Whenever the Company proposes or is required to issue or
  transfer Shares under the Plan, the Company shall have the right to require
  the recipient to remit to the Company an amount sufficient to satisfy any federal,
  state, local and foreign withholding tax requirements prior to the delivery
  of any certificate or certificates for such shares. A Grantee may pay the withholding
  tax in cash, or, if the applicable Award Agreement provides, a Grantee may elect
  to have the number of Shares he is to receive reduced by the smallest number
  of whole Shares that, when multiplied by the Fair Market Value of the Shares
  determined as of the Tax Date (defined below), is sufficient to satisfy federal,
  state, local and foreign, if any, withholding taxes arising from exercise or
  payment of a grant under the Plan (a Withholding Election). A Grantee
  may make a Withholding Election only if the Withholding Election is made on
  or prior to the date on which the amount of tax required to be withheld is determined
  (the Tax Date) by executing and delivering to the Company a properly
  completed notice of Withholding Election as prescribed by the Administrator.
  The Administrator may in its sole and absolute discretion disapprove and give
  no effect to the Withholding Election.

11.          
  Adjustments Upon Changes in Capitalization or Change of Control.

(a)           Changes in
  Capitalization. Subject to any required action by the shareholders of the
  Company, the number of Covered Shares, and the number of shares of Common Stock
  which have been authorized for issuance under the Plan but as to which no Awards
  have yet been granted or which have been returned to the Plan upon cancellation
  or expiration of an Award, as well as the price per share of Covered Stock,
  shall be proportionately adjusted for any increase or decrease in the number
  of issued shares of Common Stock resulting from a stock split, reverse stock
  split, stock dividend, combination or reclassification of the Common Stock,
  or

17

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any other increase or decrease in the number of issued shares
  of Common Stock effected without receipt of consideration by the Company; provided,
  however, that conversion of any convertible securities of the Company shall
  not be deemed to have been effected without receipt of consideration.
  Such adjustment shall be made by the Board, whose determination in that respect
  shall be final, binding and conclusive. Except as expressly provided herein,
  no issuance by the Company of shares of stock of any class, or securities convertible
  into shares of stock of any class, shall affect, and no adjustment by reason
  thereof shall be made with respect to, the number or price of shares of Covered
  Stock.

(b)           Change in
  Control. In the event of a Change in Control, then the following provisions
  shall apply:

(i)           Dissolution
  or Liquidation. In the event of the proposed dissolution or liquidation
  of the Company, to the extent that an Award is outstanding, it will terminate
  immediately prior to the consummation of such proposed action. The Board may,
  in the exercise of its sole and absolute discretion in such instances, declare
  that any Option or SAR shall terminate as of a date fixed by the Board and give
  each Grantee the right to exercise his or her Option or SAR as to all or any
  part of the Covered Stock, including Shares as to which the Option or SAR would
  not otherwise be exercisable.

(ii)           Merger or
  Asset Sale. Except as otherwise determined by the Board, in its sole and
  absolute discretion, prior to the occurrence of a merger of the Company with
  or into another corporation, or the sale of substantially all of the assets
  of the Company, in the event of such a merger or sale each outstanding Option
  or SAR shall be assumed or an equivalent option or right shall be substituted
  by the successor corporation or a Parent or Subsidiary of the successor corporation.
  In the event that the successor corporation or a Parent or Subsidiary of the
  successor corporation does not agree to assume the Option or SAR or to substitute
  an equivalent option or right, the Board may, in the exercise of its sole and
  absolute discretion and in lieu of such assumption or substitution, provide
  for the Grantee to have the right to exercise the Option or SAR as to all or
  a portion of the Covered Stock, including Shares as to which it would not otherwise
  be exercisable. If the Board makes an Option or SAR exercisable in lieu of assumption
  or substitution in the event of a merger or sale of assets, the Administrator
  shall notify the Grantee that the Option or SAR shall be fully exercisable for
  a period of 15 days from the date of such notice, and the Option or SAR will
  terminate upon the expiration of such period. For the purposes of this paragraph,
  the Option or SAR shall be considered assumed if, following the merger or sale
  of assets, the option or right confers the right to purchase, for each Share
  of Covered Stock subject to the Option or SAR immediately prior to the merger
  or sale of assets, the consideration (whether stock, cash, or other securities
  or property) received in the merger or sale of assets by holders of Common Stock
  for each Share held on the effective date of the transaction (and if holders
  were offered a choice of consideration, the type of consideration chosen by
  the holders of a majority of the outstanding Shares); provided, however, that
  if such consideration received in the merger or sale of assets was not solely
  common stock of the successor corporation or its Parent, the Board may, with
  the consent of the successor corporation and the participant, provide for the
  consideration to be received upon the exercise of the Option or SAR, for each
  Share subject to the Option or SAR, to be solely common stock of the successor
  corporation or its Parent equal in Fair Market Value to the per Share consideration
  received by holders of Common Stock in the merger

18

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or sale of assets.

(iii)           Except as
  otherwise determined by the Board, in its sole and absolute discretion, prior
  to the occurrence of a Change in Control other than the dissolution or liquidation
  of the Company, a merger of the Company with or into another corporation, or
  the sale of substantially all of the assets of the Company, in the event of
  such a Change in Control, all outstanding Options and SARs, to the extent they
  are exercisable and vested, shall be terminated in exchange for a cash payment
  equal to the Change in Control Price (reduced by the exercise price applicable
  to such Options or SARs). These cash proceeds shall be paid to the Grantee or,
  in the event of death of a Grantee prior to payment, to the estate of the Grantee
  or to a person who acquired the right to exercise the Option or SAR by bequest
  or inheritance.

12.          
  Term of Plan. The Plan shall become effective upon its approval by the
  shareholders of the Company within 12 months after the earlier of the date of
  its adoption by the Board or the date of its approval by the shareholders. Such
  shareholder approval shall be obtained in the manner and to the degree required
  under applicable federal and state law. The Plan shall continue in effect until
  the tenth anniversary of adoption of the Plan by the Board, unless terminated
  earlier under Section 13 of the Plan.

13.          
  Amendment and Termination of the Plan.

(a)           Amendment
  and Termination. The Board may at any time amend, alter, suspend or terminate
  the Plan.

(b)           Shareholder
  Approval. The Company shall obtain shareholder approval of any Plan amendment
  to the extent necessary and desirable to comply with Rule 16b-3 or with Section
  422 of the Code (or any successor rule or statute or other applicable law, rule
  or regulation, including the requirements of any exchange or quotation system
  on which the Common Stock is listed or quoted). Such shareholder approval, if
  required, shall be obtained in such a manner and to such a degree as is required
  by the applicable law, rule or regulation.

(c)           Effect of
  Amendment or Termination. No amendment, alteration, suspension or termination
  of the Plan shall impair the rights of any Grantee, unless mutually agreed otherwise
  between the Grantee and the Administrator, which agreement must be in writing
  and signed by the Grantee and the Company.

14.          
  Conditions Upon Issuance of Shares.

(a)           Legal Compliance.
  Shares shall not be issued pursuant to an Award unless the exercise, if applicable,
  of such Award and the issuance and delivery of such Shares shall comply with
  all relevant provisions of law, including, without limitation, the Securities
  Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated
  thereunder, Applicable Law, and the requirements of any stock exchange or quotation
  system upon which the Shares may then be listed or quoted, and shall be further
  subject to the approval of counsel for the Company with respect to such compliance.

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(b)           Investment
  Representations. As a condition to the exercise of an Award, the Company
  may require the person exercising such Award to represent and warrant at the
  time of any such exercise that the Shares are being purchased only for investment
  and without any present intention to sell or distribute such Shares if, in the
  opinion of counsel for the Company, such a representation is required.

15.          
  Liability of Company.

(a)           Inability
  to Obtain Authority. The inability of the Company to obtain authority from
  any regulatory body having jurisdiction, which authority is deemed by the Company's
  counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
  shall relieve the Company of any liability in respect of the failure to issue
  or sell such Shares as to which such requisite authority shall not have been
  obtained.

(b)           Grants Exceeding
  Allotted Shares. If the Covered Stock covered by an Award exceeds, as of
  the date of grant, the number of Shares that may be issued under the Plan without
  additional shareholder approval, such Award shall be void with respect to such
  excess Covered Stock, unless shareholder approval of an amendment sufficiently
  increasing the number of Shares subject to the Plan is timely obtained in accordance
  with Section 13 of the Plan.

16.          
  Reservation of Shares. The Company, during the term of the Plan, will
  at all times reserve and keep available such number of Shares as shall be sufficient
  to satisfy the requirements of the Plan.

17.          
  Rights of Employees and Consultants. Neither the Plan nor any Award shall
  confer upon a Grantee any right with respect to continuing the Grantee's employment
  or consulting relationship with the Company, nor shall they interfere in any
  way with the Grantee's right or the Company's right to terminate such employment
  or consulting relationship at any time, with or without cause.

18.          
  Sub-plans for Foreign Subsidiaries. The Board may adopt sub-plans applicable
  to particular foreign Subsidiaries. All Awards granted under such sub-plans
  shall be treated as grants under the Plan. The rules of such sub-plans may take
  precedence over other provisions of the Plan, with the exception of Section
  3, but unless otherwise superseded by the terms of such sub-plan, the provisions
  of the Plan shall govern the operation of such sub-plan.

19.          
  Construction. The Plan shall be construed under the laws of the State
  of Delaware, to the extent not preempted by federal law, without reference to
  the principles of conflict of laws.

20

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SCHEDULE 13

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

Patents

Title of Invention:
    Country:
    Status:
    Application No./Patent No.Memory and Chipset Cooling Device
    US
    Provisional Patent Granted
    60/910,463Cooling Computer by Solid Heat Transfer
    US
    Provisional Patent Granted
    60/910,463


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SCHEDULE 14

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

Pending or Threatened Litigation, Claims and
Assessments

1.         
 ATP Electronics v. Angstrom Microsystems, Inc.,Suffolk
Superior Court C.A. No. 07-04426 (filed 10/10/07). This is a civil suit against
the company and its CEO. The suit seeks repayment of $348,150 in unpaid
invoices.

2.           Wintec
Industries, Inc. v. Angstrom Microsystems, Inc. and Lalit Jain, Santa Clara
County, Calif. Superior Court, Case No. 106-CV-064421

Wintec Industries, Inc. v. Angstrom Microsystems, Inc. and
Lalit Jain , Suffolk Superior Court, C.A. No. 07-04855 (filed 11/5/07)

Wintec is secured by UCC-1 financing statements on all assets
of the company in a first, secured position. The amount of Wintecs judgment is
$308,002.73 exclusive of interest.

3.           Apacer
Memory Systems, Inc. v. Angstrom Microsystems, Inc.,Suffolk Superior Court,
C. A. No. 06-05398 (filed 12/27/06). This is a collection suit. The plaintiff is
seeking $287,528.00 for unpaid invoices.

4.           Avnet,
Inc. Microsystems, Inc., Suffolk Superior Court C. A. No. 07-3523-F (filed
8/10/07). This is a collection suit. The plaintiff is seeking $870, 751.10 in
unpaid invoices. Although Avnet filed UCC-1 financing statements on all assets
of the company, but are subordinate toWintec.

5.          
Xyratex Technology Ltd. v. Angstrom Microsystems, Inc., Suffolk Superior
Court, C.A. No. 06-4938-F (filed 11/29/06). This is a default judgment against
AMI in the amount of $33,489.44 exclusive of interest and costs.

6.           Cooljag
U.S.A. v. Angstrom Microsystems, Inc., Boston Municipal Court, docket number
07-01-CV -002041. This is a default judgment against AMI in the amount of
$14,997.74, exclusive of interest and costs.

7.           Tester
v. Angstrom Microsystems, Inc., San Diego County, Calif. Superior Court,
Case No. 07-2007-00054558. This is a default judgment against AMI in San Diego
County, Calif. Superior Court in the amount of $17,100 exclusive of interest and
costs.

8.          
Zip Ship, Inc. v. Angstrom Microsystems, Inc. This is a consent judgment
against the company in the amount of $8,106.66 arising from unpaid invoices.

9.          
Integrated Dynamic Metals Corporation and J & J Machine Company, LLC v.
Angstrom Microsystems, Inc. and Lalit Jain., Boston Municipal Court,
C.A. No. 08 01 CV 000958. The suit is an action for goods and labor sold and
delivered. The plaintiffs are demanding judgment in the total amount of
$16,678.02.

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10.           Mercury
Business Services, Inc. v. Angstrom Microsystems, Inc., Boston Municipal
Court, C.A. No. 08 01 CV 001241. The suit is an action for goods and labor sold
and delivered. The plaintiff is demanding judgment in the total amount of
$4,684.74.

11.          
Decisione Corporation v. Angstrom Microsystems, Inc., Boston Municipal
Court, C.A. No. 07 01 CV 6414. The suit is an action for goods and labor sold
and delivered. The plaintiff is demanding judgment in the total amount of
$6,770.54.

12.           Mike
OConnell d/b/a K2 Logistics v. Angstrom Microsystems, Inc. and Lalit Jain,
Boston Municipal Court, C.A. No. 08 05 SC 169. The plaintiff seeks compensation
for the provision of transportation services for under $2,000.

Unasserted Claims and Assessments

Flextronics

Flextronics, through counsel, made a written demand for payment
in the amount of $28,375.00 for unpaid invoices.

University of Utah

University of Utah, through its general counsel, made written
demand on Angstrom claiming that on or about October 18, 2006, Angstrom received
an erroneous double payment from the University in the amount of $14,100.00.

AirTrans Logistics, Inc.

This vendor made demand on Angstrom for goods sold and
delivered in the amount of $11,127.25. Accordingly, by letter dated March 12,
2008, this vendor made demand on Angstrom for $10,627.25, and has threatened the
institution of suit.

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SCHEDULE 15

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

Registration Rights Agreement









REGISTRATION RIGHTS AGREEMENT





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TABLE OF CONTENTS

|   |                     |                                               | Page
|-- | ------------------- | --------------------------------------------- | ----
|   |                     |                                               |     
|1. | Definitions         | 1                                            
|   |                     |                                               |     
|2. | Registration Rights | 3                                            
|   | 2.1.                | Request for Registration.                     | 3   
|   | 2.2.                | Company Registration.                         | 5   
|   | 2.3.                | Obligations of the Company.                   | 5   
|   | 2.4.                | Furnish Information.                          | 7   
|   | 2.5.                | Expenses of Demand Registration               | 7   
|   | 2.6.                | Expenses of Company Registration              | 7   
|   | 2.7.                | Underwriting Requirements                     | 7   
|   | 2.8.                | Delay of Registration.                        | 8   
|   | 2.9.                | Indemnification                               | 8   
|   | 2.10.               | Reports Under Exchange Act                    | 10  
|   | 2.11.               | Form S-3 Registration                         | 10  
|   | 2.12.               | Assignment of Registration Rights.            | 12  
|   | 2.13.               | Limitations on Subsequent Registration Rights | 12  
|   | 2.14.               | Termination of Registration Rights.           | 12  
|   |                     |                                               |     
|3. | Miscellaneous.      | 13                                           
|   | 3.1.                | Transfer, Successors and Assigns              | 13  
|   | 3.2.                | Governing Law.                                | 13  
|   | 3.3.                | Counterparts                                  | 13  
|   | 3.4.                | Titles and Subtitles                          | 13  
|   | 3.5.                | Notices.                                      | 13  
|   | 3.6.                | Costs and Enforcement.                        | 13  
|   | 3.7.                | Amendments and Waivers.                       | 13  
|   | 3.8.                | Severability.                                 | 14  
|   | 3.9.                | Aggregation of Stock.                         | 14  
|   | 3.10.               | Entire Agreement                              | 14  
|   | 3.12.               | Transfers of Rights                           | 14  
|   | 3.13.               | Delays or Omissions.                          | 14  

|Schedule A | - | Schedule of Holders
|---------- | - | -------------------

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REGISTRATION RIGHTS AGREEMENT

REGISTRATION
  RIGHTS AGREEMENT (this Agreement), dated as of March
  __, 2008, by and among Angstrom Technologies Corp., a Nevada corporation, with
  headquarters located at [address] (the Company), and the
  undersigned buyers (each, a Holder, and collectively, the
  Holders).

**WHEREAS:**

A.     
  In connection with the Agreement and Plan of Merger dated as of March ___, 2008
  by and among Angstrom Technologies, Inc., a Delaware corporation (AMI),
  the Company and Angstrom Acquisition Corp., a Delaware corporation (the Merger
  Agreement), the Company has agreed, upon the terms and subject to
  the conditions set forth in the Merger Agreement, to issue and sell to each
  Buyer shares of the Companys common stock (the Common Stock).

B.      In
  accordance with the terms of the Merger Agreement, the Company has agreed to
  provide certain registration rights under the Securities Act of 1933, as amended,
  and the rules and regulations thereunder, or any similar successor statute (collectively,
  the 1933 Act), and applicable state securities laws.

NOW,
  THEREFORE, in consideration of the premises and the mutual covenants contained
  herein and other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged, the Company and each of the Buyers hereby
  agree as follows:

1.      Definitions.For purposes of this
  Agreement:

1.1.      The
  term Affiliate shall mean with respect to any individual,
  corporation, partnership, association, trust, or any other entity (in each case,
  a Person), any Person which, directly or indirectly, controls,
  is controlled by or is under common control with such Person, including, without
  limitation any general partner, officer or director of such Person and any venture
  capital fund now or hereafter existing which is controlled by or under common
  control with one or more general partners or shares the same management company
  with such Person.

1.2.      The
  term Closing Date shall have the meaning set forth in the
  Merger Agreement.

1.3.      The
  term Common Stock shall mean shares of the Companys
  common stock, par value $0.001 per share.

1.4.      The
  term Effective Date shall have the meaning set forth in Section
  2.1(a) .

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1.5.      The
  term Exchange Act shall mean the Securities Exchange Act
  of 1934, as amended, and the rules and regulations promulgated thereunder.

1.6.      The
  term Form S-3 means such form under the Securities Act as
  in effect on the date hereof or any registration form under the Securities Act
  subsequently adopted by the SEC which permits inclusion or incorporation of
  substantial information by reference to other documents filed by the Company
  with the SEC.

1.7.      The
  term GAAP shall mean generally accepted accounting principles.

1.8.     
  The Term Immediate Family Member shall mean a child,stepchild,
  grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
  father-in-law, son-in-law, daughter-in-law, brother-in-law,orsister-in-law,
  including adoptive relationships, of a person referred to herein.

1.9.      The
  term Initiating Holders means, collectively, any Holders
  who properly initiate a registration request under this Agreement.

1.10.      The
  term register, registered, and registration
  refer to a registration effected by preparing and filing a registration statement
  or similar document in compliance with the Securities Act, and the declaration
  or ordering of effectiveness of such registration statement or document.

1.11.      The
  term Registrable Securities means (i) the Common Stock and
  (ii) any shares of capital stock of the Company issued or issuable in respect
  of the Common Stock as a result of any stock split, stock dividend, recapitalization,
  exchange or similar event or otherwise.

1.12.     
  The term Registrable Securities then outstanding means the
  number of shares determined by adding the number of shares of Common Stock outstanding
  which are, and the number of shares of Common Stock issuable pursuant to then
  exercisable or convertible securities which are, Registrable Securities.

1.13.      The
  term SEC means the Securities and Exchange Commission.

1.14.      The
  term SEC Rule 144 means Rule 144 promulgated by the SEC under
  the Securities Act.

1.15.      The
  term SEC Rule 144(k) means Rule 144(k) promulgated by the
  SEC under the Securities Act.

1.16.      The
  term SEC Rule 145 means Rule 145 promulgated by the SEC under
  the Securities Act.

1.17.      The
  term Securities Act means the Securities Act of 1933, as
  amended, and the rules and regulations promulgated thereunder.

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1.18.     
  The term Violation means losses, claims, damages, or liabilities
  (joint or several) to which a party hereto may become subject under the Securities
  Act, the Exchange Act or other federal or state law, insofar as such losses,
  claims, damages, or liabilities (or actions in respect thereof) arise out of
  or are based upon any of the following statements, omissions or violations:
  (i) any untrue statement or alleged untrue statement of a material fact contained
  in such registration statement, including any preliminary prospectus or final
  prospectus contained therein or any amendments or supplements thereto, (ii)
  the omission or alleged omission to state therein a material fact required to
  be stated therein, or necessary to make the statements therein not misleading,
  or (iii) any violation or alleged violation by any other party hereto, of the
  Securities Act, the Exchange Act, any state securities law or any rule or regulation
  promulgated under the Securities Act, the Exchange Act or any state securities
  law.

2.      Registration
  Rights.The Company covenants and agrees as follows:

2.1.     
  Request for Registration.

(a)      If
  the Company shall receive at any time after the second anniversary of the Closing
  Date (the Effective Date), a written request from the Holders
  of fifty-one percent (51%) of the Registrable Securities then outstanding that
  the Company file a registration statement under the Securities Act covering
  the registration of at least one hundred percent (100%)of the Registrable
  Securities then outstanding, then the Company shall:

(i)      within
  ten (10) days of the receipt thereof, give written notice of such request to
  all Holders;

(ii)      as
  soon as practicable, and in any event within 90 days of the receipt of such
  request, file a registration statement under the Securities Act covering all
  Registrable Securities which the Holders request to be registered, subject to
  the limitations of subsection 2.1(b), within [twenty (20)] days of the
  mailing of such notice by the Company in accordance with Section 3.5;
  and

(iii)      use
  its best efforts to cause such registration statement to be declared effective
  by the SEC as soon as practicable [but in no event later than 120 days after
  such request].

(b)      If
  the Initiating Holdersintend to distribute the Registrable Securities
  covered by their request by means of an underwriting, they shall so advise the
  Company as a part of their request made pursuant to subsection 2.1(a)
  and the Company shall include such information in the written notice referred
  to in subsection 2.1(a). The underwriter will be selected by the Company
  and shall be reasonably acceptable to a majority in interest of the Initiating
  Holders. In such event, the right of any Holder to include such Holders
  Registrable Securities in such registration shall be conditioned upon such Holders
  participation in such underwriting and the inclusion of such Holders Registrable
  Securities in the underwriting to the extent provided herein. All Holders proposing
  to distribute their securities through such underwriting shall (together with
  the Company as provided in subsection 2.3(e)) enter into an underwriting
  agreement in customary form with the underwriter or underwriters selected for
  such underwriting. Notwithstanding any other provision of this Section 2.1,
  if the

3

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underwriter advises the Initiating Holders in writing that marketing
  factors require a limitation of the number of shares to be underwritten, then
  the Initiating Holders shall so advise all Holders of Registrable Securities
  which would otherwise be underwritten pursuant hereto, and the number of shares
  of Registrable Securities that may be included in the underwriting shall be
  allocated among all Holders of Registrable Securities, including the Initiating
  Holders, in proportion (as nearly as practicable) to the number of Registrable
  Securities of the Company owned by each Holder; provided, however, that
  the number of shares of Registrable Securities held by the Holders to be included
  in such underwriting shall not be reduced unless all other securities are first
  entirely excluded from the underwriting. To facilitate the allocation of shares
  in accordance with the above provisions, the Company or the underwriters may
  round the number of shares allocated to any Holder to the nearest 100 shares.

(c)      The
  Company shall not be obligated to effect, or to take any action to effect, any
  registration pursuant to this Section 2.1:

(i)      In
  any particular jurisdiction in which the Company would be required to execute
  a general consent to service of process in effecting such registration, unless
  the Company is already subject to service in such jurisdiction and except as
  may be required under the Securities Act;

(ii)      After
  the Company has effected two registrations pursuant to this Section 2.1
  and such registrations have been declared or ordered effective; or

(iii)     
  If the Initiating Holders propose to dispose of shares of Registrable Securities
  that may be immediately registered on Form S-3 pursuant to a request made pursuant
  to Section 2.11 below.

(d)      Notwithstanding
  the foregoing, if the Company shall furnish to Holders requesting a registration
  statement pursuant to this Section 2.1 a certificate signed by the Chief
  Executive Officer of the Company stating that in the good faith judgment of
  the Board of Directors of the Company it would be materially detrimental to
  the Company and its stockholders for such registration statement to become effective
  or to remain effective as long as such registration statement would otherwise
  be required to remain effective because such action (x) would materially interfere
  with a significant acquisition, corporate reorganization or other similar transaction
  involving the Company, (y) would require premature disclosure of material information
  that the Company has a bona fide business purpose for preserving as confidential
  or (z) would render the Company unable to comply with requirements under the
  Securities Act or Exchange Act, the Company shall have the right to defer taking
  action with respect to such filing for a period of not more than ninety (90)
  days after receipt of the request of the Initiating Holders; provided, however,
  that the Company may not utilize this right more than once in any twelve-month
  period and provided further that the Company shall not register any securities
  for the account of itself or any other stockholder during such one hundred twenty
  (120) day period other than a registration statement relating either to the
  sale of securities to employees of the Company pursuant to a stock option, stock
  purchase or similar plan or an SEC Rule 145 transaction, a registration on any
  form that does not include substantially the same information as would be required
  to be included in a registration statement covering the sale of the Registrable

4

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Securities, or a registration in which the only Common Stock
  being registered is Common Stock issuable upon conversion of debt securities
  that are also being registered).

A
  registration statement shall not be counted until such time as such registration
  statement has been declared effective by the SEC (unless the Initiating Holders
  withdraw their request for such registration (other than as a result of information
  concerning the business or financial condition of the Company which is made
  known to the Holders after the date on which such registration was requested)
  and elect not to pay the registration expenses therefor pursuant to Section
  2.5). A registration statement shall not be counted if, as a result of an
  exercise of the underwriter's cut-back provisions, fewer than 50% of the total
  number of Registrable Securities that Holders have requested to be included
  in such registration statement are actually included.

2.2.     
  Company Registration.If the Company proposes to register (including for
  this purpose a registration effected by the Company for stockholders other than
  the Holders) any of its stock or other securities under the Securities Act in
  connection with the public offering of such securities solely for cash (other
  than a registration statement relating either to the sale of securities to employees
  of the Company pursuant to a stock option, stock purchase or similar plan or
  an SEC Rule 145 transaction, a registration on any form which does not include
  substantially the same information as would be required to be included in a
  registration statement covering the sale of the Registrable Securities or a
  registration in which the only Common Stock being registered is Common Stock
  issuable upon conversion of debt securities which are also being registered),
  the Company shall, at such time, promptly give each Holder written notice of
  such registration. Upon the written request of each Holder given within twenty
  (20) days after mailing of such notice by the Company in accordance with Section
  3.5, the Company shall, subject to the provisions of Section 2.7,
  cause to be registered under the Securities Act all of the Registrable Securities
  that each such Holder has requested to be registered. The Company shall have
  the right to terminate or withdraw any registration initiated by it under this
  Section 2.2 prior to the effectiveness of such registration whether or
  not any Holder has elected to include securities in such registration. The expenses
  of such withdrawn registration shall be borne by the Company in accordance with
  Section 2.6 hereof.

2.3.     
  Obligations of the Company. Whenever required under this Section 2
  to effect the registration of any Registrable Securities, the Company shall,
  as expeditiously as reasonably possible,

(a)      prepare
  and file with the SEC a registration statement with respect to such Registrable
  Securities and use its reasonable best efforts to cause such registration statement
  to become effective, and, upon the request of the Holders of a majority of the
  Registrable Securities registered thereunder, keep such registration statement
  effective for a period of up to one hundred twenty (120) days or, if earlier,
  until the distribution contemplated in the Registration Statement has been completed;
  provided, however, that (i) such 120-day period shall be extended for
  a period of time equal to the period the Holder refrains from selling any securities
  included in such registration at the request of an underwriter of Common Stock
  (or other securities) of the Company; and (ii) in the case of any registration
  of Registrable Securities on Form S-3 which are intended to be offered on a
  continuous or delayed basis, subject to compliance with applicable SEC rules,
  such 120-day period shall be extended for up to 30 days,

5

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if necessary, to keep the registration statement effective until
  all such Registrable Securities are sold;

(b)      prepare
  and file with the SEC such amendments and supplements to such registration statement
  and the prospectus used in connection with such registration statement as may
  be necessary to comply with the provisions of the Securities Act with respect
  to the disposition of all securities covered by such registration statement;

(c)      furnish
  to the Holders such numbers of copies of a prospectus, including a preliminary
  prospectus, in conformity with the requirements of the Securities Act, and such
  other documents as they may reasonably request in order to facilitate the disposition
  of Registrable Securities owned by them;

(d)      use
  its reasonable best efforts to register and qualify the securities covered by
  such registration statement under such other securities or Blue Sky laws of
  such jurisdictions as shall be reasonably requested by the Holders; provided
  that the Company shall not be required in connection therewith or as a condition
  thereto to qualify to do business or to file a general consent to service of
  process in any such states or jurisdictions, unless the Company is already subject
  to service in such jurisdiction and except as may be required by the Securities
  Act;

(e)     
  in the event of any underwritten public offering, enter into and perform its
  obligations under an underwriting agreement, in usual and customary form, with
  the managing underwriter of such offering. Each Holder participating in such
  underwriting shall also enter into and perform its obligations under such an
  agreement;

(f)      cause
  all such Registrable Securities registered pursuant to this Agreement hereunder
  to be listed on a national securities exchange or trading system and each securities
  exchange and trading system on which similar securities issued by the Company
  are then listed;

(g)     
  provide a transfer agent and registrar for all Registrable Securities registered
  pursuant hereunder and a CUSIP number for all such Registrable Securities, in
  each case not later than the effective date of such registration;

(i)      use
  its reasonable best efforts to furnish, at the request of any Holder requesting
  registration of Registrable Securities pursuant to this Section 2, on
  the date on which such Registrable Securities are sold to the underwriter, (i)
  an opinion, dated such date, of the counsel representing the Company for the
  purposes of such registration, in form and substance as is customarily given
  to underwriters in an underwritten public offering, addressed to the underwriters,
  if any, and (ii) a comfort letter dated such date, from the independent
  certified public accountants of the Company, in form and substance as is customarily
  given by independent certified public accountants to underwriters in an underwritten
  public offering, addressed to the underwriters, if any.

2.4.     
  Furnish Information. It shall be a condition precedent to the obligations
  of the Company to take any action pursuant to this Section 2 with respect
  to the Registrable Securities of any selling Holder that such Holder shall furnish
  to the Company such

6

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information regarding itself, the Registrable Securities held
  by it, and the intended method of disposition of such securities as shall be
  reasonably required to effect the registration of such Holders Registrable
  Securities.

2.5.     
  Expenses of Demand Registration.All expenses other than underwriting
  discounts and commissions incurred in connection with registrations, filings
  or qualifications pursuant to Section 2.1, including (without limitation)
  all registration, filing and qualification fees, printers and accounting
  fees, fees and disbursements of counsel for the Company and the reasonable fees
  and disbursements, not to exceed $15,000, of one counsel for the selling Holders
  shall be borne by the Company; provided, however, that the Company shall
  not be required to pay for any expenses of any registration proceeding begun
  pursuant to Section 2.1 if the registration request is subsequently
  withdrawn at the request of the Holders of a majority of the Registrable Securities
  to be registered (in which case all participating Holders shall bear such expenses
  pro rata based upon the number of Registrable Securities that were to be included
  in the withdrawn registration), unless the Holders of a majority of the Registrable
  Securities agree to forfeit their right to one demand registration pursuant
  to Section 2.1; provided further, however, that if at the time of such
  withdrawal, the Holders have learned of a material adverse change in the condition,
  business, or prospects of the Company that was not known to the Holders at the
  time of their request and have withdrawn the request with reasonable promptness
  after learning of such information, then the Holders shall not be required to
  pay any of such expenses and shall retain their rights pursuant to Section
  2.1.

2.6.     
  Expenses of Company Registration.The Company shall bear and pay all expenses
  incurred in connection with any registration, filing or qualification of Registrable
  Securities with respect to the registrations pursuant to Section 2.2
  hereof for each Holder (which right may be assigned as provided in Section
  2.12 hereof), including (without limitation) all registration, filing, and
  qualification fees, printers and accounting fees relating or apportionable thereto
  and the fees and disbursements, not to exceed $15,000, of one counsel for the
  selling Holders selected by them, but excluding underwriting discounts and commissions
  relating to Registrable Securities.

2.7.      Underwriting
  Requirements.In connection with any offering involving an underwriting of
  shares of the Companys capital stock pursuant to Section 2.2, the
  Company shall not be required to include any of the Holders securities
  in such underwriting unless they accept the terms of the underwriting as agreed
  upon between the Company and its underwriters, and then only in such quantity
  as the underwriters determine in their sole discretion will not jeopardize the
  success of the offering by the Company. If the total number of securities, including
  Registrable Securities, requested by stockholders to be included in such offering
  exceeds the amount of securities to be sold other than by the Company that the
  underwriters determine in their reasonable discretion is compatible with the
  success of the offering, then the Company shall be required to include in the
  offering only that number of such securities, including Registrable Securities,
  which the underwriters and the Company determine in their sole discretion will
  not jeopardize the success of the offering. In no event shall any Registrable
  Securities be excluded from such offering unless all other stockholders
  securities have been first excluded. In the event that the underwriters determine
  that less than all of the Registrable Securities requested to be registered
  can be included in such offering, then the Registrable Securities that are included
  in such offering shall be apportioned pro rata among the selling

7

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Holders based on the number of Registrable Securities held by
  all selling Holders or in such other proportions as shall mutually be agreed
  to by all such selling Holders. Notwithstanding the foregoing, in no event shall
  notwithstanding (i) above, any Registrable Securities described in Section
  1.11(i) be excluded from such underwriting unless all Registrable Securities
  described in Section 1.11(ii) are first excluded from such offering.
  For purposes of the preceding parenthetical concerning apportionment, for any
  selling stockholder which is a Holder of Registrable Securities and which is
  an investment fund, partnership, limited liability company or corporation, the
  partners, members, retired partners, retired members, stockholders and Affiliates
  of such Holder, or the estates and family members of any such partners, retired
  partners, members and retired members and any trusts for the benefit of any
  of the foregoing persons shall be deemed to be a single selling Holder,
  and any pro-rata reduction with respect to such selling Holder shall
  be based upon the aggregate amount of shares carrying registration rights owned
  by all entities and individuals included in such selling Holder,
  as defined in this sentence.

2.8.     
  Delay of Registration.No Holder shall have any right to obtain or seek
  an injunction restraining or otherwise delaying any registration pursuant to
  this Agreement as the result of any controversy that might arise with respect
  to the interpretation or implementation of this Section 2.

2.9.      Indemnification.In
  the event any Registrable Securities are included in a registration statement
  under this Section 2:

(a)      To
  the extent permitted by law, the Company will indemnify and hold harmless each
  Holder, the partners, members, officers, directors and stockholders of each
  Holder, legal counsel and accountants for each Holder, any underwriter (as defined
  in the Securities Act) for such Holder and each person, if any, who controls
  such Holder or underwriter within the meaning of the Securities Act or the Exchange
  Act, against any Violation and the Company will pay to each such Holder, underwriter,
  controlling person or other aforementioned person, any legal or other expenses
  reasonably incurred by them in connection with investigating or defending any
  such loss, claim, damage, liability, or action as such expenses are incurred;
  provided, however, that the indemnity agreement contained in this subsection
  2.9(a) shall not apply to amounts paid in settlement of any such loss, claim,
  damage, liability, or action if such settlement is effected without the consent
  of the Company (which consent shall not be unreasonably withheld), nor shall
  the Company be liable in any such case for any such loss, claim, damage, liability,
  or action to the extent that it arises out of or is based upon a Violation which
  occurs in reliance upon and in conformity with written information furnished
  expressly for use in connection with such registration by any such Holder, underwriter,
  controlling person or other aforementioned person.

(b)      To
  the extent permitted by law, each selling Holder will severally and not jointly
  indemnify and hold harmless the Company, each of its directors, each of its
  officers who has signed the registration statement, each person, if any, who
  controls the Company within the meaning of the Securities Act, legal counsel
  and accountants for the Company, any underwriter, any other Holder selling securities
  in such registration statement and any controlling person of any such underwriter
  or other Holder, against any losses, claims, damages, or liabilities (joint
  or several) to which any of the foregoing persons may become

8

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subject, under the Securities Act, the Exchange Act or other
  federal or state law, insofar as such losses, claims, damages, or liabilities
  (or actions in respect thereto) arise out of or are based upon any Violation,
  in each case to the extent (and only to the extent) that such Violation occurs
  in reliance upon and in conformity with written information furnished by such
  Holder expressly for use in connection with such registration; and each such
  Holder will pay, any legal or other expenses reasonably incurred by any person
  intended to be indemnified pursuant to this subsection 2.9(b), in connection
  with investigating or defending any such loss, claim, damage, liability, or
  action; provided, however, that the indemnity agreement contained in
  this subsection 2.9(b) shall not apply to amounts paid in settlement
  of any such loss, claim, damage, liability or action if such settlement is effected
  without the consent of the Holder, which consent shall not be unreasonably withheld;
  provided, further, that, in no event shall any indemnity under this subsection
  2.9(b) exceed the net proceeds from the offering received by such Holder,
  except in the case of fraud or willful misconduct by such Holder.

(c)     
  Promptly after receipt by an indemnified party under this Section 2.9
  of notice of the commencement of any action (including any governmental action),
  such indemnified party will, if a claim in respect thereof is to be made against
  any indemnifying party under this Section 2.9, deliver to the indemnifying
  party a written notice of the commencement thereof and the indemnifying party
  shall have the right to participate in, and, to the extent the indemnifying
  party so desires, jointly with any other indemnifying party similarly noticed,
  to assume the defense thereof with counsel mutually satisfactory to the parties;
  provided, however, that an indemnified party (together with all other
  indemnified parties which may be represented without conflict by one counsel)
  shall have the right to retain one separate counsel, with the fees and expenses
  to be paid by the indemnifying party, if representation of such indemnified
  party by the counsel retained by the indemnifying party would be inappropriate
  due to actual or potential differing interests between such indemnified party
  and any other party represented by such counsel in such proceeding.

(d)     
  In order to provide for just and equitable contribution to joint liability under
  the Securities Act in any case in which either (i) any Holder exercising rights
  under this Agreement, or any controlling person of any such Holder, makes a
  claim for indemnification pursuant to this Section 2.9 but it is judicially
  determined (by the entry of a final judgment or decree by a court of competent
  jurisdiction and the expiration of time to appeal or the denial of the last
  right of appeal) that such indemnification may not be enforced in such case
  notwithstanding the fact that this Section 2.9 provides for indemnification
  in such case, or (ii) contribution under the Securities Act may be required
  on the part of any such selling Holder or any such controlling person in circumstances
  for which indemnification is provided under this Section 2.9, then, and
  in each such case, the Company and such Holder will contribute to the aggregate
  losses, claims, damages or liabilities to which they may be subject (after contribution
  from others) in such proportion as is appropriate to reflect the relative fault
  of the indemnifying party on the one hand and of the indemnified party on the
  other in connection with the statements or omissions that resulted in such loss,
  liability, claim, damage, or expense as well as any other relevant equitable
  considerations. The relative fault of the indemnifying party and of the indemnified
  party shall be determined by reference to, among other things, whether the untrue
  or alleged untrue statement of a material fact or the omission or alleged omission
  to state a material fact relates to information supplied by the indemnifying
  party or by the indemnified party and the parties relative intent, knowledge,
  access to information, and opportunity to correct or

9

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prevent such statement or omission; provided however,
  that, in any such case, (I) no such Holder will be required to contribute any
  amount in excess of the public offering price of all such Registrable Securities
  offered and sold by such Holder pursuant to such registration statement, and
  (II) no person or entity guilty of fraudulent misrepresentation (within the
  meaning of Section 11(f) of the Securities Act) will be entitled to contribution
  from any person or entity who was not guilty of such fraudulent misrepresentation;
  provided further, that in no event shall a Holders liability pursuant
  to this Section 2.9(d), when combined with the amounts paid or payable
  by such holder pursuant to Section 2.9(b), exceed the proceeds from the
  offering (net of any underwriting discounts or commissions) received by such
  Holder, except in the case of willful fraud by such Holder.

(e)      Unless
  otherwise superceded by an underwriting agreement entered into in connection
  with the underwritten public offering, the obligations of the Company and Holders
  under this Section 2.9 shall survive the completion of any offering of
  Registrable Securities in a registration statement under this Section 2,
  and otherwise and shall survive the termination of this Agreement.

2.10.      Reports
  Under Exchange Act.With a view to making available to the Holders the benefits
  of Sec Rule 144 promulgated under the Securities Act and any other rule or regulation
  of the SEC that may at any time permit a Holder to sell securities of the Company
  to the public without registration or pursuant to a registration on Form S-3,
  the Company agrees to:

(a)      make
  and keep public information available, as those terms are understood and defined
  in SEC Rule 144, at all times after the effective date of the first registration
  statement filed by the Company for the offering of its securities to the general
  public so long as the Company is subject to the periodic reporting requirements
  under Sections 13 or 15(d) of the Exchange Act;

(b)      file
  with the SEC in a timely manner all reports and other documents required of
  the Company under the Securities Act and the Exchange Act; and

(c)      furnish
  to any Holder, so long as the Holder owns any Registrable Securities, forthwith
  upon request (i) a written statement by the Company that it has complied with
  the reporting requirements of SEC Rule 144, the Securities Act and the Exchange
  Act (at any time after it has become subject to such reporting requirements),
  or that it qualifies as a registrant whose securities may be resold pursuant
  to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent
  annual or quarterly report of the Company and such other reports and documents
  so filed by the Company, and (iii) such other information as may be reasonably
  requested in availing any Holder of any rule or regulation of the SEC which
  permits the selling of any such securities without registration or pursuant
  to such form.

2.11.      Form
  S-3 Registration.In case the Company shall receive from Holders of at least
  51% of all Registrable Securities then outstanding a written request or requests
  that the Company effect a registration on Form S-3 and any related qualification
  or compliance with respect to all or a part of the Registrable Securities owned
  by such Holder or Holders, the Company will:

10

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(a)      promptly
  give written notice of the proposed registration, and any related qualification
  or compliance, to all other Holders; and

(b)      as
  soon as practicable, effect such registration and all such qualifications and
  compliances as may be so requested and as would permit or facilitate the sale
  and distribution of all or such portion of such Holders or Holders
  Registrable Securities as are specified in such request, together with all or
  such portion of the Registrable Securities of any other Holder or Holders joining
  in such request as are specified in a written request given within 15 days after
  receipt of such written notice from the Company; provided, however, that
  the Company shall not be obligated to effect any such registration, qualification
  or compliance, pursuant to this Section 2.11: (1) if Form S-3 is not
  then available for such offering by the Holders; (2) if the Holders, together
  with the holders of any other securities of the Company entitled to inclusion
  in such registration, propose to sell Registrable Securities and such other
  securities (if any) at an aggregate price to the public (net of any underwriters
  discounts or commissions) of less than $[___million]; (3) if the Company shall
  furnish to the Holders a certificate signed by the President of the Company
  stating that in the good faith judgment of the Board of Directors of the Company,
  it would be materially detrimental to the Company and its stockholders for such
  Form S-3 Registration to be effected at such time, in which event the Company
  shall have the right to defer the filing of the Form S-3 registration statement
  for a period of not more than 365 days after receipt of the request of the Holder
  or Holders under this Section 2.11; provided, however, that the
  Company shall not utilize this right more than once in any twelve month period
  and provided further that the Company shall not register any securities for
  the account of itself or any other stockholder during such 365 day period (other
  than a registration relating solely to the sale of securities of participants
  in a Company stock plan, a registration relating to a corporate reorganization
  or transaction under Rule 145 of the Securities Act, a registration on any form
  that does not include substantially the same information as would be required
  to be included in a registration statement covering the sale of the Registrable
  Securities, or a registration in which the only Common Stock being registered
  is Common Stock issuable upon conversion of debt securities that are also being
  registered); (4) if the Company has, within the twelve (12) month period preceding
  the date of such request, already effected one registration on Form S-3 for
  the Holders pursuant to this Section 2.11; or (5) in any particular jurisdiction
  in which the Company would be required to qualify to do business or to execute
  a general consent to service of process in effecting such registration, qualification
  or compliance; or (6) during the period ending one hundred eighty (180) days
  after the effective date of a registration statement subject to Section 2.2
  hereof.

(c)     
  Subject to the foregoing, the Company shall file a registration statement covering
  the Registrable Securities and other securities so requested to be registered
  as soon as practicable after receipt of the request or requests of the Holders.
  All expenses incurred in connection with a registration requested pursuant to
  Section 2.11, including (without limitation) all registration, filing,
  qualification, printers and accounting fees and the reasonable fees and
  disbursements of counsel for the selling Holder or Holders, not to exceed $15,000,
  and counsel for the Company, but excluding any underwriters discounts
  or commissions associated with Registrable Securities, shall be borne by the
  Company. Registrations effected pursuant to this Section 2.11 shall not
  be counted as demands for registration or registrations effected pursuant to
  Sections 2.1.

11

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(d)     
  If the Initiating Holders intend to distribute the Registrable Securities covered
  by their request by means of an underwriting, they shall so advise the Company
  as part of their request made pursuant to this Section 2.11 and the Company
  shall include such information in the written notice referred to in Section
  2.11(a). The provisions of Section 2.1(b) shall be applicable to
  such request (with the substitution of Section 2.11 for references to
  Section 2.1).

2.12.      Assignment
  of Registration Rights. The rights to cause the Company to register Registrable
  Securities pursuant to this Section 2 may be assigned (but only with
  all related obligations) by a Holder to a transferee or assignee of such securities
  that (i) is a subsidiary, Affiliate, parent, partner, member, limited partner,
  retired partner, retired member or stockholder of a Holder, or (ii) is a Holders
  family member or trust for the benefit of an individual Holder, provided: (a)
  the Company is, within a reasonable time after such transfer, furnished with
  written notice of the name and address of such transferee or assignee and the
  securities with respect to which such registration rights are being assigned;
  (b) such transferee or assignee agrees in writing to be bound by and subject
  to the terms and conditions of this Agreement, including without limitation
  the provisions of Section 2.14 below; and (c) such assignment shall be
  effective only if immediately following such transfer the further disposition
  of such securities by the transferee or assignee is restricted under the Securities
  Act. For the purposes of determining the number of shares of Registrable Securities
  held by a transferee or assignee, the holdings of transferee or assignee (i)
  that is a subsidiary, parent, partner, limited partner, retired partner, member,
  retired member or stockholderof a Holder; (ii) that is an Affiliate
  of the Holder, which means with respect to a limited liability company or a
  limited liability partnership, a fund or entity managed by the same manager
  or managing member or general partner or management company or by an entity
  controlling, controlled by, or under common control withsuchmanagerormanaging member or general partner or management company, (iii)whois a Holders Immediate Family Member, or (iv) that is a
  trust for the benefit of an individual Holder or such Holders Immediate
  Family Member, shall be aggregated together and with those of the assigning
  Holder; provided that all assignees and transferees who would not qualify individually
  for assignment of registration rights shall have a single attorney-in-fact for
  the purpose of exercising any rights, receiving notices or taking any action
  under this Section 2.

2.13.
  Limitations on Subsequent Registration Rights.From and after the date
  of this Agreement, the Company shall not, without the prior written consent
  of the Holders of [a majority] of the Registrable Securities then outstanding,
  enter into any agreement with any holder or prospective holder of any securities
  of the Company which would allow such holder or prospective holder (a) to include
  such securities in any registration unless under the terms of such agreement,
  such holder or prospective holder may include such securities in any such registration
  only to the extent that the inclusion of such securities will not reduce the
  amount of the Registrable Securities of the Holders that are included or (b)
  to demand registration of any securities held by such holder or prospective
  holder.

2.14.
  Termination of Registration Rights.

No
  Holder shall be entitled to exercise any right provided for in this Section
  2 after two (2) years following the consummation of the Effective Date.

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3.      Miscellaneous.

3.1.     
  Transfers, Successors and Assigns.The terms and conditions of this Agreement
  shall inure to the benefit of and be binding upon the respective successors
  and assigns of the parties. Nothing in this Agreement, express or implied, is
  intended to confer upon any party other than the parties hereto or their respective
  successors and assigns any rights, remedies, obligations, or liabilities under
  or by reason of this Agreement, except as expressly provided in this Agreement.

3.2.     
  Governing Law.This Agreement shall be governed by and construed in accordance
  with the General Corporation Law of the State of Delaware as to matters within
  the scope thereof, and as to all other matters shall be governed by and construed
  in accordance with the internal laws of the State of New York, without regard
  to its principles of conflicts of laws.

3.3.     
  Counterparts. This Agreement may be executed in two or more counterparts,
  each of which shall be deemed an original, but all of which together shall constitute
  one and the same instrument. This Agreement may also be executed and delivered
  by facsimile signature and in two or more counterparts, each of which shall
  be deemed an original, but all of which together shall constitute one and the
  same instrument.

3.4.      Titles
  and Subtitles. The titles and subtitles used in this Agreement are used
  for convenience only and are not to be considered in construing or interpreting
  this Agreement.

3.5.      Notices.All
  notices and other communications given or made pursuant to this Agreement shall
  be in writing and shall be deemed effectively given: (a) upon personal delivery
  to the party to be notified, (b) when sent by confirmed electronic mail or facsimile
  if sent during normal business hours of the recipient, and if not so confirmed,
  then on the next business day, (c) five (5) days after having been sent by registered
  or certified mail, return receipt requested, postage prepaid, or (d) one (1)
  day after deposit with a nationally recognized overnight courier, specifying
  next day delivery, with written verification of receipt. All communications
  shall be sent to the respective parties at their address as set forth on the
  signature page or Schedule A hereto, or to such email address, facsimile
  number or address as subsequently modified by written notice given in accordance
  with this Section 3.5.

3.6      Costs
  of Enforcement. If any Party to this Agreement seeks to enforce its rights
  under this Agreement by legal proceedings, the non-prevailing Party shall pay
  all costs and expenses incurred by the prevailing Party, including, without
  limitation, all reasonable attorneys fees.

3.7      Amendments
  and Waivers.

Any
  term of this Agreement may be amended and the observance of any term of this
  Agreement may be waived (either generally or in a particular instance and either
  retroactively or prospectively), only with the written consent of the Company
  and the holders of a majority of the Registrable Securities then outstanding.
  Any amendment or waiver effected in

13

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accordance with this paragraph shall be binding upon each holder
  of any Registrable Securities then outstanding, each future holder of all such
  Registrable Securities, and the Company. Notwithstanding the foregoing, this
  Agreement may not be amended or terminated and the observance of any term hereunder
  may not be waived with respect to any Holder without the written consent of
  such Holder, unless such amendment, termination or waiver applies to all Holders
  in the same fashion. The Company shall give prompt written notice of any amendment
  or termination hereof or waiver hereunder to any party hereto that did not consent
  in writing to such amendment, termination or waiver. Any amendment, termination
  or waiver effected in accordance with this Section 3.7 shall be binding
  on all parties hereto, even if they do not execute such consent. No waivers
  of or exceptions to any term, condition or provision of this Agreement, in any
  one or more instances, shall be deemed to be, or construed as, a further or
  continuing waiver of any such term, condition or provision.]

3.8      Severability.
  The invalidity of unenforceability of any provision hereof shall in no way affect
  the validity or enforceability of any other provision.

3.9      Aggregation
  of Stock. All shares of Registrable Securities held or acquired by Affiliates
  shall be aggregated together for the purpose of determining the availability
  of any rights under this Agreement.

3.10      Entire
  Agreement.This Agreement (including the Exhibits hereto, if any) constitutes
  the full and entire understanding and agreement between the parties with respect
  to the subject matter hereof, and any other written or oral agreement relating
  to the subject matter hereof existing between the parties are expressly canceled.

3.11      Transfers of Rights.Each
  Holder hereto hereby agrees that it will not, and may, not assign any of its
  rights and obligations hereunder, unless such rights and obligations are assigned
  by such Holder to (a) any person or entity to which Registrable Securities are
  transferred by such Holder, or (b) to any Affiliate of such Holder, and, in
  each case, such transferee shall be deemed an "Holder" for purposes of this
  Agreement; provided that such assignment of rights shall be contingent
  upon the transferee providing a written instrument to the Company notifying
  the Company of such transfer and assignment and agreeing in writing to be bound
  by the terms of this Agreement.

3.12      Delays or Omissions. No delay
  or omission to exercise any right, power or remedy accruing to any party under
  this Agreement, upon any breach or default of any other party under this Agreement,
  shall impair any such right, power or remedy of such non-breaching or non-defaulting
  party nor shall it be construed to be a waiver of any such breach or default,
  or an acquiescence therein, or of or in any similar breach or default thereafter
  occurring; nor shall any waiver of any single breach or default be deemed a
  waiver of any other breach or default theretofore or thereafter occurring. Any
  waiver, permit, consent or approval of any kind or character on the part of
  any party of any breach or default under this Agreement, or any waiver on the
  part of any party of any provisions or conditions of this Agreement, must be
  in writing and shall be effective only to the extent specifically set forth
  in such writing. All remedies, either under this Agreement or by law or otherwise
  afforded to any party, shall be cumulative and not alternative.

14

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[Remainder of Page Intentionally Left Blank]

15

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

|         | ANGSTROM TECHNOLOGIES CORP.
|-------- | ---------------------------
|         |                            
|         |                            
|         |                            
|By:      |                            
|Name:    |                            
|Title:   |                            
|Address: |                            
|         |                            
|         |                            
|         |                            
|         | INVESTOR:                  
|         |                            
|         |                            
|         |                            
|By:      |                            
|Name:    |                            
|Title:   |                            
|Address: |                            

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SCHEDULE A 
  Holders

[Stockholder Name 
  Address 
  Fax Number]

[Stockholder Name 
  Address 
  Fax Number]

[Stockholder Name 
  Address 
  Fax Number]

[Stockholder Name 
  Address 
  Fax Number]

# 8180493

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SCHEDULE 16

TO THE AGREEMENT AND PLAN OF MERGER DATED MARCH 27, 2008
AMONG ATC, AMI AND ATC SUB

Lock-Up Agreement

---

LOCKUP AGREEMENT

THIS
LOCKUP AGREEMENT (the "Agreement") is entered into as of this __ day of
___________, 2008 (the "Effective Date," and each anniversary of the Effective
Date, an "Anniversary Date") by and between each shareholder listed on Exhibit A
(the "Shareholder") and Angstrom Technologies Corp., a Nevada corporation (the
"Company").

WHEREAS,
pursuant to that certain Agreement and Plan of Merger (the Merger Agreement)
by and between the Company, Angstrom Microsystems, Inc. and Angstrom Acquisition
Corp. (the Merger), dated as of the date hereof, each Shareholder acquired
shares of the Company's common stock, $0.001 par value per share (the "Common
Stock"), all of which shares of Common Stock shall be subject to this Agreement
(such shares of Common Stock are hereinafter referred to as the "Restricted
Shares"); and

WHEREAS,
it was a condition precedent to the consummation of the Merger that the
Shareholder agree to refrain from selling the Restricted Shares until the
occurrence of certain events and/or the passage of certain dates (all as
provided in this Agreement);

NOW,
THEREFORE, in consideration of the foregoing premises, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1.          
Lockup of Shares. The Shareholder hereby agrees that he will not, except
as provided herein, prior to the second Anniversary Date, sell (including
without limitation in a short sale), transfer, assign or dispose of (by gift or
otherwise) (collectively, "Transfer"), other than Permitted Transfers, any of
the Restricted Shares (the "Transfer Restriction"). Notwithstanding the
foregoing, the Restricted Shares shall cease to be subject to the Transfer
Restriction in accordance with the following provision:

(i)           Death or
Incapacity. Upon the death or incapacity of the Shareholder, all of the
Restricted Shares shall immediately cease to be subject to the Transfer
Restriction.

2.          
Permitted Transfers to Trusts. Notwithstanding the Transfer Restriction,
Transfers of Restricted Shares shall be permitted to any member or members of
the Shareholders immediate family, including the spouse, sibling, child, step
child, grandchild and/or parent of the Shareholder and/or the spouse of any such
person, and any corporation or company under the control of the Shareholder
(holding at least one hundred (100%) percent or its issued capital stock and/or
a trust or family limited partnership for the benefit of such person or persons
(each a "Section 2 Transferee") at any time; provided, however,
that (x) Restricted Shares transferred pursuant to this Section 2 shall remain
Restricted Shares subject to the Transfer Restriction, except as provided in
Section 1 and (y) no transfer under this Section 2 shall be permitted or be
recorded in the records of the Company, unless and until the transferee of such
Restricted Shares agrees by notice in writing to the Company to be bound by the
terms of this Agreement.

3.           Registration
Rights. Provided that the Shareholder timely provides the necessary
information regarding the Shareholder for inclusion in the Registration
Statement to be filed by

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the Company pursuant to the Securities Act of 1933, as amended,
with respect to, the Restricted Shares, the Company shall include the Restricted
Shares on such Registration Statement; to the extent that the Company is not
subject to restrictions imposed by the SEC as to the number of shares of Common
Stock registerable thereon. If the Company us subject to such restrictions then
the Shareholder shall have the right to demand that a registration statement be
filed in respect thereof. The existence of an effective registration statement
in respect of the shares shall in no way shorten the periods during which sales
are not permitted pursuant to this Agreement.

4.          
Third Party Beneficiaries. The Shareholder acknowledges and agrees that
pursuant to that certain Merger Agreement, its accepting to be bound by the
terms and conditions of this Agreement is a condition precedent to the issuance
to it of the Restricted Shares. Consequently, the Company agrees that it will
not amend this Agreement without the written consent of the holders of a
majority of the Common Stock of the Company. Except as set forth above, this
Agreement is solely for the benefit of the Company and the Shareholder, and
nothing contained in any agreement shall be deemed to confer upon anyone other
than the holders of Common Stock and the Company and Shareholder any right to
insist upon or to enforce the performance or observance of any of the
obligations contained herein.

5.          
Governing Law/Venue. This Agreement shall be governed by applicable U.S.
federal securities laws and the internal laws of the State of Delaware (without
regard to any conflict of law provisions). The sole and exclusive venue for any
legal proceeding involving this Agreement shall be the courts located in the
State of New York.

6.          
Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

7.          
Amendments and Waivers. This Agreement may only be amended with the
written consent of the Company and the Shareholder.

[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

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

ANGSTROM TECHNOLOGIES CORP.

By:_____________________________Print Name: 
______________________Print Title: 
_______________________                             
Duly authorized

SHAREHOLDER

_______________________________Name:

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