Exhibit 10.1


 


AGREEMENT


 


CONCERNING THE EXCHANGE OF SECURITIES


 


BY AND AMONG


 


SUB-URBAN BRANDS, INC. FORMERLY KNOWN AS
DP&D, INC.


 


AND


 


SUB-URBAN INDUSTRIES, INC. AND


 


THE SECURITY HOLDERS OF SUB-URBAN INDUSTRIES,
INC.


 

















 


INDEX


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I - EXCHANGE OF SECURITIES

  	
  1

  
	
   

  	
   

  
	
   1.1

  	
  - Issuance of Securities

  	
  1

  
	
   1.2

  	
  - Exemption from Registration

  	
  1

  
	
   1.3

  	
  - Corporate Action by DP&D

  	
  2

  
	
   

  	
   

  
	
  ARTICLE II - REPRESENTATIONS AND WARRANTIES OF SUB-URBAN

  	
  2

  
	
   

  	
   

  
	
   2.1

  	
  - Organization

  	
  2

  
	
   2.2

  	
  - Capital

  	
  2

  
	
   2.3

  	
  - Subsidiaries

  	
  2

  
	
   2.4

  	
  - Directors and Officers

  	
  2

  
	
   2.5

  	
  - Financial Statements

  	
  3

  
	
   2.6

  	
  - Absence of Changes

  	
  3

  
	
   2.7

  	
  - Absence of Undisclosed Liabilities

  	
  3

  
	
   2.8

  	
  - Tax Returns

  	
  3

  
	
   2.9

  	
  - Investigation of Financial Condition

  	
  3

  
	
   2.10

  	
  - Intellectual Property Rights

  	
  3

  
	
   2.11

  	
  - Compliance with Laws

  	
  4

  
	
   2.12

  	
  - Litigation

  	
  4

  
	
   2.13

  	
  - Authority

  	
  4

  
	
   2.14

  	
  - Ability to Carry Out Obligations

  	
  4

  
	
   2.15

  	
  - Full Disclosure

  	
  4

  
	
   2.16

  	
  - Assets and Liabilities

  	
  4

  
	
   2.17

  	
  - Material Contracts

  	
  4

  
	
   2.18

  	
  - Indemnification

  	
  4

  
	
   2.19

  	
  - Criminal or Civil Acts

  	
  5

  
	
   2.20

  	
  - Restricted Securities

  	
  5

  
	
   

  	
   

  
	
  ARTICLE III - REPRESENTATIONS AND WARRANTIES OF DP&D, INC.

  	
  5

  
	
   

  	
   

  
	
   3.1

  	
  - Organization

  	
  5

  
	
   3.2

  	
  - Capital

  	
  5

  
	
   3.3

  	
  - Subsidiaries

  	
  5

  
	
   3.4

  	
  - Directors and Officers

  	
  5

  
	
   3.5

  	
  - Financial Statements

  	
  5

  
	
   3.6

  	
  - Absence of Changes

  	
  6

  
	
   3.7

  	
  - Absence of Undisclosed Liabilities

  	
  6

  
	
   3.8

  	
  - Tax Returns

  	
  6

  



 


1

















 


	
   

  	
  Page

  
	
   

  	
   

  
	
   3.9

  	
  - Investigation of Financial Condition

  	
  6

  
	
   3.10

  	
  - Intellectual Property Rights

  	
  6

  
	
   3.11

  	
  - Compliance with Laws

  	
  6

  
	
   3.12

  	
  - Litigation

  	
  6

  
	
   3.13

  	
  - Authority

  	
  6

  
	
   3.14

  	
  - Ability to Carry Out Obligations

  	
  6

  
	
   3.15

  	
  - Full Disclosure

  	
  7

  
	
   3.16

  	
  - Assets and Liabilities

  	
  7

  
	
   3.17

  	
  - Material Contracts

  	
  7

  
	
   3.18

  	
  - Indemnification

  	
  7

  
	
   3.19

  	
  - Criminal or Civil Acts

  	
  7

  
	
   3.20

  	
  - Bulletin Board Trading Status

  	
  7

  
	
   

  	
   

  
	
  ARTICLE IV - COVENANTS PRIOR TO THE CLOSING DATE

  	
  7

  
	
   

  	
   

  	
   

  
	
   4.1

  	
  - Investigative Rights

  	
  7

  
	
   4.2

  	
  - Conduct of Business

  	
  8

  
	
   4.3

  	
  - Confidential Information

  	
  8

  
	
   4.4

  	
  - Notice of Non-Compliance

  	
  8

  
	
   

  	
   

  
	
  ARTICLE V - CONDITIONS PRECEDENT TO DP&D’S PERFORMANCE

  	
  8

  
	
   

  	
   

  
	
   5.1

  	
  - Conditions

  	
  8

  
	
   5.2

  	
  - Accuracy of Representations

  	
  8

  
	
   5.3

  	
  - Performance

  	
  8

  
	
   5.4

  	
  - Absence of Litigation

  	
  8

  
	
   5.5

  	
  - Officer’s Certificate

  	
  9

  
	
   5.6

  	
  - Payment of Liabilities

  	
  9

  
	
   5.7

  	
  - Corporate Action

  	
  9

  
	
   

  	
   

  
	
  ARTICLE VI - CONDITIONS PRECEDENT TO SUB-URBAN’S PERFORMANCE

  	
  9

  
	
   

  	
   

  
	
   6.1

  	
  - Conditions

  	
  9

  
	
   6.2

  	
  - Accuracy of Representations

  	
  9

  
	
   6.3

  	
  - Performance

  	
  9

  
	
   6.4

  	
  - Absence of Litigation

  	
  9

  
	
   6.5

  	
  - Officer’s Certificate

  	
  9

  
	
   6.6

  	
  - Directors of DP&D.

  	
  10

  
	
   6.7

  	
  - Officers of DP&D.

  	
  10

  
	
   6.8

  	
  - Corporate Action

  	
  10

  



 

















 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE VII - CLOSING

  	
  10

  
	
   

  	
   

  
	
   7.1

  	
  - Closing

  	
  10

  
	
   

  	
   

  
	
  ARTICLE VIII - COVENANTS SUBSEQUENT TO THE CLOSING DATE

  	
  10

  
	
   

  	
   

  
	
   8.1

  	
  - Registration and Listing

  	
  11

  
	
   8.2

  	
  - Stock Option Plan

  	
  11

  
	
   

  	
   

  
	
  ARTICLE IX - MISCELLANEOUS

  	
  11

  
	
   

  	
   

  
	
   9.1

  	
  - Captions and Headings

  	
  11

  
	
   9.2

  	
  - No Oral Change

  	
  11

  
	
   9.3

  	
  - Non-Waiver

  	
  11

  
	
   9.4

  	
  - Time of Essence

  	
  11

  
	
   9.5

  	
  - Entire Agreement

  	
  11

  
	
   9.6

  	
  - Choice of Law

  	
  11

  
	
   9.7

  	
  - Counterparts

  	
  11

  
	
   9.8

  	
  - Notices

  	
  12

  
	
   9.9

  	
  - Binding Effect

  	
  12

  
	
   9.10

  	
  - Mutual Cooperation

  	
  12

  
	
   9.11

  	
  - Finders

  	
  12

  
	
   9.12

  	
  - Announcements

  	
  12

  
	
   9.13

  	
  - Expenses

  	
  12

  
	
   9.14

  	
  - Survival of Representations and Warranties

  	
  12

  
	
   9.15

  	
  - Exhibits

  	
  13

  
	
   9.16

  	
  - Legal Counsel

  	
  12

  
	
   9.17

  	
  - Termination, Amendment and Waiver

  	
  13

  
	
   

  	
   

  	
   

  
	
   

  	
  Signatures

  	
  14

  



 

















 


	
  EXHIBITS

  
	
   

  
	
   

  	
  Allocation of Securities

  	
  Exhibit

  	
  1.1

  
	
   

  	
  Subscription Agreement

  	
  Exhibit

  	
  1.2

  
	
   

  	
  Financial Statements of Sub-Urban

  	
  Exhibit

  	
  2.5

  
	
   

  	
  Material Contracts of Sub-Urban

  	
  Exhibit

  	
  2.17

  
	
   

  	
  Financial Statements of DP&D

  	
  Exhibit

  	
  3.5

  
	
   

  	
  Exception Schedule of Sub-Urban

  	
  Exhibit

  	
   

  
	
   

  	
  List of Sub-Urban Intellectual Property Rights

  	
  Exhibit

  	
  2.10

  



 

















 


AGREEMENT


 


AGREEMENT made this 11th day of May, 2006, by and between Sub-Urban
Brands, Inc., (formerly known as DP&D, INC.), a Nevada corporation (“DP&D”),
SUB-URBAN INDUSTRIES, INC., a California corporation (“Sub-Urban”), and the
security holders of Sub-Urban (the “Sub-Urban Security Holders”) who are listed
on Exhibit 1.1 hereto and have executed Subscription Agreements in the form
attached in Exhibit 1.2, hereto.


 


WHEREAS, DP&D desires to acquire all of the issued and outstanding
securities of Sub-Urban from the Sub-Urban Security Holders in exchange for
newly issued unregistered securities of DP&D;


 


WHEREAS, Sub-Urban desires to assist DP&D in acquiring all of the
issued and outstanding securities of Sub-Urban pursuant to the terms of this
Agreement; and


 


WHEREAS, the Sub-Urban Security Holders, by execution of Exhibit 1.2
hereto, agree to exchange all securities they hold in Sub-Urban for securities
of DP&D.


 


NOW, THEREFORE, in consideration of the mutual promises, covenants and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:


 


ARTICLE I


 


Exchange of
Securities


 


1.1           Issuance of Securities. Subject to the
terms and conditions of this Agreement, DP&D agrees to issue and exchange
(i) 31,673,363 fully paid and nonassessable unregistered shares of DP&D’s
$.001 par value common stock (the “DP&D Shares”) for all 31,673,363 issued
and outstanding shares of the no par value common stock of Sub-Urban (the “Sub-Urban
Shares”) held by the Sub-Urban Security Holders and (ii) $2,734,900 face amount
of convertible promissory notes convertible into the common stock of DP&D
at a range of prices from $0.250 per share to $0.375 per share, and subject to
respective conversion price adjustments, in exchange for a like face amount of
promissory notes held by the Sub-Urban Security Holders. All DP&D
securities will be issued directly to the Sub-Urban Security Holders on the
Closing Date, as hereinafter defined, pursuant to the schedule set forth in
Exhibit 1.1. All promissory notes of DP&D exchanged for promissory notes of
Sub-Urban will be convertible into the common stock of DP&D at the same
exercise price per share as provided in the promissory notes of Sub-Urban. DP&D
will also issue to the Sub-Urban Security Holders stock options and warrants on
a one-for-one basis for outstanding stock options and warrants of Sub-Urban and
exercisable at the same price and terms per share as the stock options and
warrants of Sub-Urban. The common stock, promissory notes, stock options and
warrants of DP&D are collectively referred to as the “DP&D Securities.”


 


1.2           Exemption from Registration. The parties
hereto intend that all DP&D Securities to be issued to the Sub-Urban
Security Holders shall be exempt from the registration


 


1

















 


requirements of the Securities
Act of 1933, as amended (the “Act”), pursuant to Section 4(2) and/or Regulation
D of the Act and the rules and regulations promulgated thereunder. In furtherance
thereof, each of the Sub-Urban Security Holders will execute and deliver to
DP&D on the closing date of this Agreement (the “Closing Date”) a copy of
the Subscription Agreement set forth in Exhibit 1.2 hereto.


 


1.3           Corporate
Action by DP&D. On or before the Closing Date, DP&D shall
(i) change its name to Sub-Urban Brands, Inc, (ii) file its Quarterly Report on
Form 10-QSB for the quarter ended March 31, 2006 with the Securities and
Exchange Commission and (iii) divest itself of any and all business operations
by conveying all of its assets to Dina Staheli, and Harold Sciotto in exchange
for the return and cancellation of 145,000,000 and 7,250,000 shares of DP&D’s
common stock, respectively.


 


ARTICLE II


 


Representations and
Warranties of Sub-Urban


 


Sub-Urban hereby represents and warrants to DP&D that:


 


2.1           Organization. Sub-Urban is a corporation
duly organized, validly existing and in good standing under the laws of
California, has all necessary corporate powers to own its properties and to
carry on its business as now owned and operated by it, and is duly qualified to
do business and is in good standing in each of the states where its business
requires qualification.


 


2.2           Capital. The authorized capital stock of
Sub-Urban consists of 90,000,000 authorized shares of no par value common
stock, of which 31,673,363 shares of common stock will be outstanding on the
Closing Date and 10,000,000 authorized shares of preferred stock, none of which
will be outstanding on the Closing Date. All of the outstanding common stock of
Sub-Urban is duly and validly issued, fully paid and nonassessable. Except as
disclosed on the Exception Schedule Exhibit, there are no outstanding
subscriptions, options, rights, warrants, debentures, instruments, convertible
securities or other agreements or commitments obligating Sub-Urban to issue any
additional shares of its capital stock of any class, except promissory notes
convertible into 10,819,094 shares of Sub-Urban common stock, options to
purchase an aggregate of 7,732,698 shares of Sub-Urban common stock and
warrants to purchase an aggregate of 16,822,245 shares of Sub-Urban common
stock. All common stock issuable under Sub-Urban’s convertible promissory
notes, options and warrants will be convertible on the Closing Date into a like
amount of common stock issuable by DP&D.


 


2.3           Subsidiaries. Sub-Urban does not have any
subsidiaries or own any interest in any other enterprise.


 


2.4           Directors and Officers. The names and
titles of the directors and officers of Sub-Urban as of the date of this
Agreement are as follows:  Joe Shortal,
Chief Executive Officer and Director; Meredith Feldman, President; and Mark
Jacobs, Secretary. The following are slated to join Sub-Urban in the respective
capacities upon the closing of this Agreement and issuance of a Directors and
Officers Liability Policy: Jack Mott, Chief Financial Officer, Chief Operating


 


2

















 


Officer and Director; John
Koufis, Director; David Howitt, Director; and Kenard Gibbs, Director.


 


2.5           Financial Statements. Exhibit 2.5 hereto
consists of the audited financial statements of Sub-Urban for the years ended
December 31, 2003, 2004 and 2005 and unaudited, unreviewed financial statements
for the three months ended March 31, 2006 (the “Sub-Urban Financial Statements”).
The Sub-Urban Financial Statements have been prepared in accordance with
generally accepted accounting principles and practices consistently followed by
Sub-Urban throughout the periods indicated, and fairly present the financial
position of Sub-Urban as of the dates of the balance sheets included in the
Sub-Urban Financial Statements and the results of operations for the periods
indicated. There are no material omissions or nondisclosures in the Sub-Urban
Financial Statements.


 


2.6           Absence of Changes. Since March 31, 2006
there has not been any material change in the financial condition or operations
of Sub-Urban, except as contemplated by this Agreement. As used in this
Agreement, “material” means:  Any change
or effect (or development that, insofar as can be reasonably foreseen, is
likely to result in any change or effect) that causes substantial increase or
diminution in the business, properties, assets, condition (financial or
otherwise) or results of operations of a party. Taken as a whole, material
change shall not include changes in national or international economic
conditions or industry conditions generally; changes or possible changes in
statutes and regulations applicable to a party; or the loss of employees, customers
or suppliers by a party as a direct or indirect consequence of any announcement
relating to this transaction.


 


2.7           Absence of Undisclosed Liabilities. As of
March 31, 2006, Sub-Urban did not have any material debt, liability or
obligation of any nature, whether accrued, absolute, contingent or otherwise,
and whether due or to become due, that is not reflected in the Sub-Urban
Financial Statements.


 


2.8           Tax Returns. Sub-Urban has filed all
federal, state and local tax returns required by law and has paid all taxes,
assessments and penalties due and payable. The provisions for taxes, if any,
reflected in Exhibit 2.5 are adequate for the periods indicated. There are no
present disputes as to taxes of any nature payable by Sub-Urban.


 


2.9           Investigation of Financial Condition.
Without in any manner reducing or otherwise mitigating the representations
contained herein, DP&D, its legal counsel and accountants shall have the
opportunity to meet with Sub-Urban’s accountants and attorneys to discuss the
financial condition of Sub-Urban during reasonable business hours and in a
manner that does not interfere with the normal operation of Sub-Urban’s
business. Sub-Urban shall make available to DP&D all books and records of
Sub-Urban, provided, however, that Sub-Urban will be under no obligation to
provide any information subject to confidentiality provisions or waive any
privilege associated with any such information.


 


2.10         Intellectual Property Rights. Sub-Urban
owns or has the right to use all trademarks, service marks, trade names,
copyrights and patents material to its business.


 


3

















 


2.11         Compliance with Laws. To the best of
Sub-Urban’s knowledge, Sub-Urban has complied with, and is not in violation of,
applicable federal, state or local statutes, laws and regulations, including
federal and state securities laws, except where such non-compliance would not
have a material adverse impact upon its business or properties.


 


2.12         Litigation. Sub-Urban is not a defendant
in any suit, action, arbitration or legal, administrative or other proceeding,
or governmental investigation which is pending or, to the best knowledge of
Sub-Urban, threatened against or affecting Sub-Urban or its business, assets or
financial condition. Sub-Urban is not in default with respect to any order,
writ, injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality applicable to it. Sub-Urban is not
engaged in any material litigation to recover monies due to it.


 


2.13         Authority. The Board of Directors of
Sub-Urban has authorized the execution of this Agreement and the consummation
of the transactions contemplated herein, and Sub-Urban has full power and
authority to execute, deliver and perform this Agreement, and this Agreement is
a legal, valid and binding obligation of Sub-Urban and is enforceable in
accordance with its terms and conditions. By execution of Exhibit 1.2, all of
the Sub-Urban Security Holders have agreed to and have approved the terms of
this Agreement.


 


2.14         Ability to Carry Out Obligations. To the
best of Sub-Urban’s knowledge, the execution and delivery of this Agreement by
Sub-Urban and the performance by Sub-Urban of its obligations hereunder in the
time and manner contemplated will not cause, constitute or conflict with or
result in (a) any breach or violation of any of the provisions of or constitute
a default under any license, indenture, mortgage, instrument, article of
incorporation, bylaw, or other agreement or instrument to which Sub-Urban is a
party, or by which it may be bound, nor will any consents or authorizations of
any party other than those hereto be required, (b) an event that would permit
any party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of Sub-Urban, or (c) an event
that would result in the creation or imposition of any lien, charge or
encumbrance on any asset of Sub-Urban.


 


2.15         Full Disclosure. None of the
representations and warranties made by Sub-Urban herein or in any exhibit,
certificate or memorandum furnished or to be furnished by Sub-Urban, or on its
behalf, contains or will contain any untrue statement of material fact or omit
any material fact the omission of which would be misleading.


 


2.16         Assets and Liabilities. Sub-Urban’s assets
and liabilities are fully included in Exhibit 2.5 and its assets are not
subject to any claims or encumbrances except as indicated in Exhibit 2.5


 


2.17         Material Contracts. Sub-Urban does not
have any material contracts, except as set forth in Exhibit 2.17.


 


2.18         Indemnification. Sub-Urban agrees to
indemnify, defend and hold DP&D harmless against and in respect of any and
all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penalties and
reasonable attorney fees asserted by third parties against DP&D or
Sub-Urban which arise out of,


 


4

















 


or result from (i) any breach
by Sub-Urban in performing any of its covenants or agreements under this
Agreement or in any schedule, certificate, exhibit or other instrument
furnished or to be furnished by Sub-Urban under this Agreement, (ii) a failure
of any representation or warranty in this Article II or (iii) any untrue
statement made by Sub-Urban in this Agreement.


 


2.19         Criminal or Civil Acts. For the period of
five years prior to the execution of this Agreement, no executive officer,
director or principal stockholder of Sub-Urban has been convicted of a felony
crime, filed for personal bankruptcy, been the subject of a Commission or NASD
judgment or decree, or is currently the subject to any investigation in
connection with a felony crime or Commission or NASD proceeding.


 


2.20         Restricted Securities. Sub-Urban and the
Sub-Urban Security Holders, by execution of this Agreement and of Exhibit 1.2,
acknowledge that all of the DP&D Securities issued by DP&D are
restricted securities and none of such securities may be sold or publicly
traded except in accordance with the provisions of the Act.


 


ARTICLE III


 


Representations and
Warranties of DP&D


 


DP&D represents and warrants to Sub-Urban that:


 


3.1           Organization. DP&D is a corporation
duly organized, validly existing and in good standing under the laws of Nevada,
has all necessary corporate powers to carry on its business, and is duly
qualified to do business and is in good standing in each of the states where
its business requires qualification.


 


3.2           Capital. The authorized capital stock of
DP&D on the Closing Date will consist of 190,000,000 shares of $.001 par
value common stock, of which 14,500,000 shares of common stock will be issued
and outstanding and 10,000,000 shares of $.001 par value preferred stock, none
of which will be outstanding. All of DP&D’s outstanding securities are duly
and validly issued, fully paid and nonassessable. There are no outstanding
subscriptions, options, rights, warrants, debentures, instruments, convertible
securities or other agreements or commitments obligating DP&D to issue any
additional shares of its capital stock of any class, except as required under
this Agreement.


 


3.3           Subsidiaries. DP&D does not have any
subsidiaries or own any interest in any other enterprise.


 


3.4           Directors and Officers. The sole executive
officer and director of DP&D is Dina Staheli, Chief Executive Officer and
Director.


 


3.5           Financial Statements. Exhibit 3.5 hereto
consists of the audited financial statements of DP&D for the years ended
December 31, 2004 and 2005 and the unaudited financial statements of DP&D
for the three months ended March 31, 2006 (the “DP&D Financial Statements”).
The DP&D Financial Statements have been prepared in accordance with
generally


 


5

















 


accepted accounting principles
and practices consistently followed by DP&D throughout the periods
indicated, and fairly present the financial position of DP&D as of the date
of the balance sheets included in the DP&D Financial Statements and the
results of operations for the periods indicated. There are no material
omissions or nondisclosures in the DP&D Financial Statements.


 


3.6           Absence of Changes. Since March 31, 2006,
there has not been any material change (as defined in Section 2.6) in the
financial condition or operations of DP&D, except as contemplated by this
Agreement.


 


3.7           Absence of Undisclosed Liabilities. As of
March 31, 2006, DP&D did not have any material debt, liability or
obligation of any nature, whether accrued, absolute, contingent or otherwise,
and whether due or to become due, that is not reflected in the DP&D
Financial Statements.


 


3.8           Tax Returns. Within the times and in the
manner prescribed by law, DP&D has filed all federal, state and local tax
returns required by law and has paid all taxes, assessments, and penalties due
and payable.


 


3.9           Investigation of Financial Condition.
Without in any manner reducing or otherwise mitigating the representations
contained herein, Sub-Urban, its legal counsel and accountants shall have the
opportunity to meet with DP&D’s accountants and attorneys to discuss the
financial condition of DP&D. DP&D shall make available to Sub-Urban all
books and records of DP&D.


 


3.10         Intellectual Property Rights. DP&D
does not have any patents, trademarks, service marks, trade names, copyrights
or other intellectual property rights.


 


3.11         Compliance with Laws. DP&D has
complied with, and is not in violation of, applicable federal, state or local
statutes, laws or regulations including federal and state securities laws.


 


3.12         Litigation. DP&D is not a defendant in
any suit, action, arbitration, or legal, administrative or other proceeding, or
governmental investigation which is pending or, to the best knowledge of
DP&D, threatened against or affecting DP&D or its business, assets or
financial condition. DP&D is not in default with respect to any order,
writ, injunction or decree of any federal, state, local or foreign court,
department, agency or instrumentality applicable to it. DP&D is not engaged
in any material litigation to recover monies due to it.


 


3.13         Authority. The Board of Directors of
DP&D has authorized the execution of this Agreement and the transactions
contemplated herein, and DP&D has full power and authority to execute,
deliver and perform this Agreement, and this Agreement is the legal, valid and
binding obligation of DP&D, and is enforceable in accordance with its terms
and conditions.


 


3.14         Ability to Carry Out Obligations. The
execution and delivery of this Agreement by DP&D and the performance by
DP&D of its obligations hereunder will not cause, constitute or conflict
with or result in (a) any breach or violation of any of the provisions of or
constitute a


 


6

















 


default under any license,
indenture, mortgage, instrument, article of incorporation, bylaw or other
agreement or instrument to which DP&D is a party, or by which it may be
bound, nor will any consents or authorization of any party other than those
hereto be required, (b) an event that would permit any party to any agreement
or instrument to terminate it or to accelerate the maturity of any indebtedness
or other obligation of DP&D, or (c) an event that would result in the
creation or imposition of any lien, charge or encumbrance on any asset of
DP&D.


 


3.15         Full Disclosure. None of the representations
and warranties made by DP&D herein, or in any exhibit, certificate or
memorandum furnished or to be furnished by DP&D or on its behalf, contains
or will contain any untrue statement of material fact or omit any material fact
the omission of which would be misleading.


 


3.16         Assets and Liabilities. On the Closing
Date DP&D will have no assets or liabilities.


 


3.17         Material Contracts. DP&D has no
material contracts.


 


3.18         Indemnification. DP&D agrees to
indemnify, defend and hold Sub-Urban harmless against and in respect of any and
all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries and deficiencies, including interest, penalties, and
reasonable attorney fees asserted by third parties against DP&D or Sub-Urban,
that it shall incur or suffer, which arise out of, or result from (i) any
breach by DP&D in performing any of its covenants or agreements in this
Agreement or in any schedule, certificate, exhibit or other instrument
furnished or to be furnished by DP&D under this Agreement, (ii) a failure
of any representation or warranty in this Article III, or (iii) any untrue
statement made by DP&D in this Agreement.


 


3.19         Criminal or Civil Acts. For a period of
five years prior to the execution of this Agreement, no executive officer,
director or principal stockholder of DP&D has been convicted of a felony
crime, filed for personal bankruptcy, been the subject of a Securities and
Exchange Commission (“Commission”) or NASD judgment or decree, or is currently
the subject to an investigation in connection with any felony crime or
Commission or NASD proceeding.


 


3.20         Bulletin
Board Trading Status. DP&D shall be in compliance with all
requirements for, and its common stock shall be quoted on, the Over the Counter
Electronic Bulletin Board system on the Closing Date, such that the common
stock of DP&D may continue to be so quoted without interruption following
the Closing.


 


ARTICLE IV


 


Covenants Prior to
the Closing Date


 


4.1           Investigative Rights. Prior to the Closing
Date, each party shall provide to the other party, and such other party’s
counsel, accountants, auditors and other authorized representatives, full
access during normal business hours and upon reasonable advance written notice
to all of each party’s properties, books, contracts, commitments and records
for the


 


7

















 


purpose of examining the same. Each
party shall furnish the other party with all information concerning each party’s
affairs as the other party may reasonably request. If during the investigative
period one party learns that a representation of the other party was not
accurate, no such claim may be asserted by the party so learning that a
representation of the other party was not accurate.


 


4.2           Conduct of Business. Prior to the Closing
Date, each party shall conduct its business in the normal course and shall not
sell, pledge or assign any assets without the prior written approval of the
other party, except in the normal course of business. Neither party shall amend
its Articles of Incorporation or Bylaws (except as may be described in this
Agreement), declare dividends, redeem or sell stock or other securities. Neither
party shall enter into negotiations with any third party or complete any
transaction with a third party involving the sale of any of its assets or the
exchange of any of its common stock.


 


4.3           Confidential
Information. Each party will treat all nonpublic, confidential and
trade secret information received from the other party as confidential, and
such party shall not disclose or use such information in a manner contrary to
the purposes of this Agreement. Moreover, all such information shall be
returned to the other party in the event this Agreement is terminated.


 


4.4           Notice of
Non-Compliance. Each party shall give prompt notice to the other
party of any representation or warranty made by it in this Agreement becoming
untrue or inaccurate in any respect or the failure by it to comply with or
satisfy in any material respect any covenant, condition or agreement to be
complied with or satisfied by it under this Agreement.


 


ARTICLE V


 


Conditions Precedent
to DP&D’s Performance


 


5.1           Conditions. DP&D’s obligations
hereunder shall be subject to the satisfaction at or before the Closing of all
the conditions set forth in this Article V. DP&D may waive any or all of
these conditions in whole or in part without prior notice; provided, however,
that no such waiver of a condition shall constitute a waiver by DP&D of any
other condition of or any of DP&D’s other rights or remedies, at law or in
equity, if Sub-Urban shall be in default of any of its representations,
warranties or covenants under this Agreement.


 


5.2           Accuracy of Representations. Except as
otherwise permitted by this Agreement, all representations and warranties by
Sub-Urban in this Agreement or in any written statement that shall be delivered
to DP&D by Sub-Urban under this Agreement shall be true and accurate on and
as of the Closing Date as though made at that time.


 


5.3           Performance. Sub-Urban shall have
performed, satisfied and complied with all covenants, agreements and conditions
required by this Agreement to be performed or complied with by it on or before
the Closing Date.


 


8

















 


5.4           Absence of Litigation. No action, suit, or
proceeding, including injunctive actions, before any court or any governmental
body or authority, pertaining to the transaction contemplated by this Agreement
or to its consummation, shall have been instituted or threatened against
Sub-Urban on or before the Closing Date.


 


5.5           Officer’s Certificate. Sub-Urban shall
have delivered to DP&D a certificate dated the Closing Date signed by the
Chief Executive Officer of Sub-Urban certifying that each of the conditions
specified in this Article has been fulfilled and that all of the
representations set forth in Article II are true and correct as of the Closing
Date.


 


5.6           Payment of Liabilities. On or before the Closing, DP&D shall
have paid any outstanding obligations and liabilities of DP&D incurred
through the Closing Date.


 


5.7           Corporate Action. Sub-Urban shall have
obtained the approval of the Sub-Urban Security Holders for the transaction
contemplated by this Agreement.


 


5.8           Preferred Shares. Sub-Urban shall have
converted all of its outstanding Series A Preferred Stock to Common Stock.


 


ARTICLE VI


 


Conditions Precedent
to Sub-Urban’s Performance


 


6.1           Conditions. Sub-Urban’s obligations
hereunder shall be subject to the satisfaction at or before the Closing of all
the conditions set forth in this Article VI. Sub-Urban may waive any or all of
these conditions in whole or in part without prior notice; provided, however,
that no such waiver of a condition shall constitute a waiver by Sub-Urban of
any other condition of or any of Sub-Urban’s rights or remedies, at law or in
equity, if DP&D shall be in default of any of its representations,
warranties or covenants under this Agreement.


 


6.2           Accuracy of Representations. Except as
otherwise permitted by this Agreement, all representations and warranties by
DP&D in this Agreement or in any written statement that shall be delivered
to Sub-Urban by DP&D under this Agreement shall be true and accurate on and
as of the Closing Date as though made at that time.


 


6.3           Performance. DP&D shall have performed,
satisfied and complied with all covenants, agreements and conditions required
by this Agreement to be performed or complied with by it on or before the
Closing Date.


 


6.4           Absence of Litigation. No action, suit or
proceeding before any court or any governmental body or authority, pertaining
to the transaction contemplated by this Agreement or to its consummation, shall
have been instituted or threatened against DP&D on or before the Closing
Date.


 


6.5           Officer’s Certificate. DP&D shall have
delivered to Sub-Urban a certificate dated the Closing Date signed by the Chief
Executive Officer of DP&D certifying that each of the


 


9

















 


conditions specified in this
Article has been fulfilled and that all of the representations set forth in
Article III are true and correct as of the Closing Date.


 


6.6           Directors of DP&D. On the Closing
Date, the Board of Directors of DP&D shall elect the directors of Sub-Urban
to DP&D’s Board of Directors and then shall resign as directors.


 


6.7           Officers of DP&D. On the Closing Date,
the newly constituted Board of Directors of DP&D shall elect such officers
of DP&D as set forth in Section 2.4.


 


6.8           Corporate Action. DP&D shall have completed the corporate action set forth in Section
1.3.


 


ARTICLE VII


 


Closing


 


7.1           Closing. The Closing of this Agreement
shall be held at the offices of Gary A. Agron, DP&D’s counsel, at any
mutually agreeable time and date (the “Closing Date”) prior to May 12, 2006,
unless extended by mutual agreement. At the Closing:


 


(a)           Sub-Urban shall deliver to DP&D copies of
Exhibit 1.2 executed by all of the Sub-Urban Security Holders together with
Sub-Urban certificates or documentation representing (i) 30,981,410 shares of
Sub-Urban common stock, with a conversion adjusted quantity of 31,673,363 (ii)
$2,734,900 face amount of Sub-Urban convertible promissory notes, (iii)
15,878,603 common stock purchase warrants, with a conversion adjusted quantity
of 16,822,245, and (iv) 7,732,698 stock options, all duly endorsed to DP&D;


 


(b)           DP&D shall deliver to the Sub-Urban Security
Holders DP&D certificates representing (i) 31,673.363 shares of DP&D’s
common stock, (ii) $2,734,900 face amount of DP&D convertible promissory
notes, (iii) 15,878,603 common stock purchase warrants and (iv) 7,732.698 stock
options, all pursuant to the computations set forth in Exhibit 1.1 hereto;


 


(c)           DP&D shall deliver (i) the officer’s
certificate described in Section 6.5, (ii) a signed consent and/or minutes of
its directors approving this Agreement and (iii) resignations and releases from
its executive officers and directors pursuant to Sections 6.6 and 6.7;


 


(d)           Sub-Urban shall deliver (i) the officer’s
certificate described in Section 5.5 and (ii) a signed consent and/or minutes
of its shareholders and directors approving this Agreement.


 


10

















 


ARTICLE VIII


 


Covenants Subsequent
to the Closing Date


 


8.1           Registration and Listing. Following the
Closing Date, DP&D shall use its best efforts to:


 


(a)           Continue DP&D’s common stock quotation on
the Over the Counter Electronic Bulletin Board system; and


 


(b)           List DP&D’s securities in Standard &
Poor’s OTC or Corporate Manual.


 


8.2           Stock Option
Plan. Following the Closing Date, DP&D shall adopt a stock
option or other securities incentive plan as its Board of Directors shall
reasonably determine, which plan shall provide identical stock options and
other incentives as were contained in Sub-Urban’s securities incentive plan
prior to the Closing Date.


 


ARTICLE
IX


 


Miscellaneous


 


9.1           Captions and Headings. The article and
paragraph headings throughout this Agreement are for convenience and reference
only and shall not define, limit or add to the meaning of any provision of this
Agreement.


 


9.2           No Oral Change. This Agreement and any
provision hereof may not be waived, changed, modified or discharged orally, but
only by an agreement in writing signed by the party against whom enforcement of
any such waiver, change, modification or discharge is sought.


 


9.3           Non-Waiver. The failure of any party to
insist in any one or more cases upon the performance of any of the provisions,
covenants or conditions of this Agreement or to exercise any option herein
contained shall not be construed as a waiver or relinquishment for the future
of any such provisions, covenants or conditions. No waiver by any party of one
breach by another party shall be construed as a waiver with respect to any
other subsequent breach.


 


9.4           Time of Essence. Time is of the essence of
this Agreement and of each and every provision hereof.


 


9.5           Entire Agreement. This Agreement contains
the entire Agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings.


 


9.6           Choice of Law. This Agreement and its
application shall be governed by the laws of the state of Nevada.


 


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


 


11

















 


9.8           Notices. All notices, requests, demands
and other communications under this Agreement shall be in writing and shall be
deemed to have been duly given on the date of service if served personally on
the party to whom notice is to be given, or on the third day after mailing if
mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly addressed as follows:


 


DP&D:


 


DP&D, Inc.


4251 East Melody Drive


Higley, Arizona  85236


Attn: 
Dina Staheli, Chief Executive Officer


 


Sub-Urban:


 


Sub-Urban Industries, Inc.


2222 E. Washington Blvd., Suite B


Los Angeles, California  90021


Attn: 
Joe Shortal, Chief Executive Officer


 


9.9           Binding Effect. This Agreement shall inure
to and be binding upon the heirs, executors, personal representatives,
successors and assigns of each of the parties to this Agreement.


 


9.10         Mutual Cooperation. The parties hereto
shall cooperate with each other to achieve the purpose of this Agreement and
shall execute such other and further documents and take such other and further
actions as may be necessary or convenient to effect the transaction described
herein.


 


9.11         Finders. There are no finders in
connection with this transaction.


 


9.12         Announcements. The parties will consult
and cooperate with each other as to the timing and content of any public
announcements regarding this Agreement.


 


9.13         Expenses. Each party will bear their own
expenses, including legal fees incurred in connection with this Agreement. The
Sub-Urban Security Holders shall not be responsible for any costs incurred in
connection with the transaction contemplated by this Agreement.


 


9.14         Survival of Representations and Warranties.
The representations, warranties, covenants and agreements of the parties set
forth in this Agreement or in any instrument, certificate, opinion or other
writing providing for in it, shall survive the Closing.


 


9.15         Exhibits. As of the execution hereof, the
parties have provided each other with the Exhibits described herein. Any
material changes to the Exhibits shall be immediately disclosed to the other
party.


 


12

















 


9.16         Legal Counsel. Gary A. Agron, Esq., has
represented Sub-Urban in connection with this Agreement. DP&D has been
represented by counsel of its choice. Both parties acknowledge that Gary A.
Agron has represented affiliates of DP&D in the past, and both parties
waive any conflict of interest that may result from such prior representation.


 


9.17         Termination,
Amendment and Waiver.


 


(a)  Termination. This
Agreement may be terminated at any time prior to the Closing Date, whether
before or after approval of matters presented in connection with the share
exchange by the stockholders of DP&D or by the stockholders of Sub-Urban:


 


(1)           by mutual written
consent of Sub-Urban and DP&D;


 


(2)           by either Sub-Urban or
DP&D;


 


(i)            if the stockholders of
Sub-Urban fail to agree to the exchange of securities with DP&D or,


 


(ii)           if
any court of competent jurisdiction or any governmental, administrative or
regulatory authority, agency or body shall have issued an order, decree or
ruling or taken any other action permanently enjoining, restraining or
otherwise prohibiting the transactions contemplated by this Agreement.


 


(3)           by Sub-Urban, if
DP&D breaches any of its representations or warranties hereof or fails to
perform in any material respect any of its covenants, agreements or obligations
under this Agreement; and


 


(4)           by DP&D, if
Sub-Urban breaches any of its representations or warranties hereof or fails to
perform in any material respect any of its covenants, agreements or obligations
under this Agreement.


 


(b)  Effect of Termination.
In the event of termination of this Agreement by either DP&D or Sub-Urban,
as provided herein, this Agreement shall forthwith become void and have no
effect, without any liability or obligation on the part of Sub-Urban or
DP&D, and such termination shall not relieve any party hereto for any
intentional breach prior to such termination by a party hereto of any of its
representations or warranties or any of its covenants or agreements set forth
in this Agreement.


 


(c)  Extension; Waiver. At
any time prior to the Closing Date, the parties may, to the extent legally
allowed, (a) extend the time for the performance of any of the obligation of
the other acts of the other parties, (b) waive any inaccuracies in the
representations and warranties contained herein or in any document delivered
pursuant hereto or waive compliance with any of the agreements or conditions
contained herein. Any agreement on the part of a party to any such extension or
waiver shall be valid only if set forth in an instrument in writing signed on
behalf of


 


13

















 


such party. The failure of any
party to this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.


 


In witness whereof, the parties have executed this Agreement on the
date indicated above.


 


	
  DP&D, INC.

  	
  SUB-URBAN INDUSTRIES, INC.

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Dina Staheli

  	
   

  	
   

  	
  Joe Shortal, Chief Executive Officer

  
	
   

  	
  Chief Executive Officer

  	
   

  	
   

  



 


14

















EXHIBIT 1.1


SCHEDULE OF SUB-URBAN COMMON STOCKHOLDERS


AND


ALLOCATION OF DP&D COMMON SHARES


 


	
  Name

  	
   

  	
  SUI Cert#

  	
   

  	
  Number of Sub-

  Urban Common

  Shares

  Exchanged

  	
   

  	
  Number of DP&D

  Common Shares to be

  Issued

  	
   

  
	
  James Blondell

  	
   

  	
  C-1

  	
   

  	
  5,779,600

  	
   

  	
  5,779,600

  	
   

  
	
  Tom Blondell Sr.

  	
   

  	
  C-1

  	
   

  	
  200,000

  	
   

  	
  200,000

  	
   

  
	
  Ilene Hartle

  	
   

  	
  C-1

  	
   

  	
  125,000

  	
   

  	
  125,000

  	
   

  
	
  Tom Blondell Jr.

  	
   

  	
  C-1

  	
   

  	
  100,000

  	
   

  	
  100,000

  	
   

  
	
  Caeser Luisi

  	
   

  	
  C-1

  	
   

  	
  50,000

  	
   

  	
  50,000

  	
   

  
	
  Robert Foley

  	
   

  	
  C-1

  	
   

  	
  100,000

  	
   

  	
  100,000

  	
   

  
	
  Joe Shortal

  	
   

  	
  C-2

  	
   

  	
  5,233,200

  	
   

  	
  5,233,200

  	
   

  
	
  Aaron Apodaca

  	
   

  	
  C-9

  	
   

  	
  1,869,000

  	
   

  	
  1,869,000

  	
   

  
	
  Mark Jacobs

  	
   

  	
  C-4

  	
   

  	
  1,495,200

  	
   

  	
  1,495,200

  	
   

  
	
  Matt Blondell

  	
   

  	
  C-3

  	
   

  	
  1,121,400

  	
   

  	
  1,121,400

  	
   

  
	
  Matt Blondell

  	
   

  	
  C-10

  	
   

  	
  373,800

  	
   

  	
  373,800

  	
   

  
	
  Oscar Turner

  	
   

  	
  C-5

  	
   

  	
  560,700

  	
   

  	
  560,700

  	
   

  
	
  Oscar Turner

  	
   

  	
  C-11

  	
   

  	
  373,800

  	
   

  	
  373,800

  	
   

  
	
  Stephen Kinder

  	
   

  	
  C-12

  	
   

  	
  934,500

  	
   

  	
  934,500

  	
   

  
	
  Barnes Morris Klein Yorn

  	
   

  	
  C-6

  	
   

  	
  93,450

  	
   

  	
  93,450

  	
   

  
	
  Barnes Morris Klein Yorn

  	
   

  	
  C-13

  	
   

  	
  186,900

  	
   

  	
  186,900

  	
   

  
	
  David A. Krintzman

  	
   

  	
  C-14

  	
   

  	
  93,450

  	
   

  	
  93,450

  	
   

  
	
  RDK Roth IRA

  	
   

  	
  C-16

  	
   

  	
  73,426

  	
   

  	
  73,426

  	
   

  
	
  RDK Roth IRA

  	
   

  	
  C-17

  	
   

  	
  73,426

  	
   

  	
  73,426

  	
   

  
	
  RDK trust

  	
   

  	
  C-15

  	
   

  	
  66,750

  	
   

  	
  66,750

  	
   

  
	
  John Stamatis

  	
   

  	
  CS-55

  	
   

  	
  640,800

  	
   

  	
  640,800

  	
   

  
	
  Romeo DiBatista Jr.

  	
   

  	
  CS-48

  	
   

  	
  33,334

  	
   

  	
  33,334

  	
   

  
	
  Gamy Trust

  	
   

  	
  20

  	
   

  	
  400,000

  	
   

  	
  400,000

  	
   

  
	
  Lea Roussos

  	
   

  	
  21

  	
   

  	
  400,000

  	
   

  	
  400,000

  	
   

  
	
  Pacific Tek

  	
   

  	
  22

  	
   

  	
  200,000

  	
   

  	
  200,000

  	
   

  
	
  Michael Shortal

  	
   

  	
  CS-51

  	
   

  	
  53,400

  	
   

  	
  53,400

  	
   

  
	
  Michael Burchard

  	
   

  	
  CS-24

  	
   

  	
  16,500

  	
   

  	
  16,500

  	
   

  
	
  Stan Snow

  	
   

  	
  CS-23

  	
   

  	
  16,500

  	
   

  	
  16,500

  	
   

  
	
  Leonard Koenig

  	
   

  	
  CS-46

  	
   

  	
  133,500

  	
   

  	
  133,500

  	
   

  
	
  Michal Cohen

  	
   

  	
  CS-47

  	
   

  	
  133,500

  	
   

  	
  133,500

  	
   

  
	
  Michael Simon

  	
   

  	
  CS-50

  	
   

  	
  53,400

  	
   

  	
  53,400

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  CS-58

  	
   

  	
  88,000

  	
   

  	
  88,000

  	
   

  
	
  Amos Varsha

  	
   

  	
  C-26

  	
   

  	
  44,000

  	
   

  	
  44,000

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  C-26S

  	
   

  	
  44,000

  	
   

  	
  44,000

  	
   

  
	
  Amos Varsha

  	
   

  	
  C-27

  	
   

  	
  44,000

  	
   

  	
  44,000

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  C-27s

  	
   

  	
  44,000

  	
   

  	
  44,000

  	
   

  



 

















 


	
  Name

  	
   

  	
  SUI Cert#

  	
   

  	
  Number of Sub-

  Urban Common

  Shares

  Exchanged

  	
   

  	
  Number of DP&D

  Common Shares to be

  Issued

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  CS-59

  	
   

  	
  88,000

  	
   

  	
  88,000

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  CS-60

  	
   

  	
  960,000

  	
   

  	
  960,000

  	
   

  
	
  Amos Varsha

  	
   

  	
  CS-61

  	
   

  	
  120,000

  	
   

  	
  120,000

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  CS-61S

  	
   

  	
  120,000

  	
   

  	
  120,000

  	
   

  
	
  Steve Rosen

  	
   

  	
  CS-30

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  
	
  Officeworxx

  	
   

  	
  CS-30S

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  
	
  Officeworxx

  	
   

  	
  CS-31

  	
   

  	
  96,000

  	
   

  	
  96,000

  	
   

  
	
  Steve Rosen

  	
   

  	
  CS-32

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  
	
  Steve Rosen

  	
   

  	
  CS-32S

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  
	
  Officeworxx

  	
   

  	
  CS-33

  	
   

  	
  96,000

  	
   

  	
  96,000

  	
   

  
	
  Steve Rosen

  	
   

  	
  CS-34

  	
   

  	
  300,000

  	
   

  	
  300,000

  	
   

  
	
  Officeworxx

  	
   

  	
  CS-34S

  	
   

  	
  300,000

  	
   

  	
  300,000

  	
   

  
	
  Pacific Tek

  	
   

  	
  CS-35

  	
   

  	
  80,000

  	
   

  	
  80,000

  	
   

  
	
  Amos Varsha

  	
   

  	
  CS-37

  	
   

  	
  50,000

  	
   

  	
  50,000

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  CS-37s

  	
   

  	
  50,000

  	
   

  	
  50,000

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  CS-38

  	
   

  	
  100,000

  	
   

  	
  100,000

  	
   

  
	
  Amos Varsha

  	
   

  	
  CS-39

  	
   

  	
  360,000

  	
   

  	
  360,000

  	
   

  
	
  Raymond Tougas

  	
   

  	
  CS-39SA

  	
   

  	
  150,000

  	
   

  	
  150,000

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  CS-39SB

  	
   

  	
  210,000

  	
   

  	
  210,000

  	
   

  
	
  Pacific Tek

  	
   

  	
  CS-40

  	
   

  	
  40,000

  	
   

  	
  40,000

  	
   

  
	
  Maryam Seilabi

  	
   

  	
  CS-52

  	
   

  	
  14,134

  	
   

  	
  14,134

  	
   

  
	
  John Stamatis

  	
   

  	
  C65

  	
   

  	
  1,040,000

  	
   

  	
  1,040,000

  	
   

  
	
  HJG Parntership

  	
   

  	
  CS-56

  	
   

  	
  33,334

  	
   

  	
  33,334

  	
   

  
	
  Brian Duffy

  	
   

  	
  CS-45

  	
   

  	
  520,000

  	
   

  	
  520,000

  	
   

  
	
  Steve Decastro

  	
   

  	
  CS-53

  	
   

  	
  10,000

  	
   

  	
  10,000

  	
   

  
	
  Cfour Partners

  	
   

  	
  CS-54

  	
   

  	
  120,000

  	
   

  	
  120,000

  	
   

  
	
  Joe Shortal

  	
   

  	
  CS-62

  	
   

  	
  1,209,458

  	
   

  	
  1,209,458

  	
   

  
	
  Oscar Turner

  	
   

  	
  CS63

  	
   

  	
  36,438

  	
   

  	
  36,438

  	
   

  
	
  Vanessa Du

  	
   

  	
  C66

  	
   

  	
  81,600

  	
   

  	
  81,600

  	
   

  
	
  Country Club Auto Spa

  	
   

  	
  C64

  	
   

  	
  100,000

  	
   

  	
  100,000

  	
   

  
	
  Cfour Partners

  	
   

  	
  CS-57

  	
   

  	
  120,000

  	
   

  	
  120,000

  	
   

  
	
  Michael E. Kapsch

  	
   

  	
  CS-68

  	
   

  	
  500,000

  	
   

  	
  500,000

  	
   

  
	
  John Stamatis

  	
   

  	
  CS-67

  	
   

  	
  500,000

  	
   

  	
  500,000

  	
   

  
	
  John Stamatis

  	
   

  	
  SAP-01

  	
   

  	
  96,862

  	
   

  	
  96,862

  	
   

  
	
  Michael E. Kapsch

  	
   

  	
  SAP-02

  	
   

  	
  387,443

  	
   

  	
  387,443

  	
   

  
	
  John Stamatis

  	
   

  	
  SAP-03

  	
   

  	
  289,629

  	
   

  	
  289,629

  	
   

  
	
  Michael Episcope

  	
   

  	
  SAP-04

  	
   

  	
  386,074

  	
   

  	
  386,074

  	
   

  
	
  Michael Cohen & Pamela Cohen

  	
   

  	
  SAP-05

  	
   

  	
  308,860

  	
   

  	
  308,860

  	
   

  
	
  Michael Manderson & Kristine Manderson

  	
   

  	
  SAP-06

  	
   

  	
  384,214

  	
   

  	
  384,214

  	
   

  
	
  James P. Hinkamp

  	
   

  	
  SAP-07

  	
   

  	
  76,470

  	
   

  	
  76,470

  	
   

  
	
  Joel Leonard TTEE, Joel Leonard Trust

  	
   

  	
  SAP-08

  	
   

  	
  191,078

  	
   

  	
  191,078

  	
   

  
	
  Michael H. Crane

  	
   

  	
  SAP-09

  	
   

  	
  95,052

  	
   

  	
  95,052

  	
   

  
	
  Lisa Shumacher

  	
   

  	
  SAP-10

  	
   

  	
  95,052

  	
   

  	
  95,052

  	
   

  
	
  Wayne J. Friedman

  	
   

  	
  SAP-11

  	
   

  	
  95,052

  	
   

  	
  95,052

  	
   

  



 

















 


	
  Name

  	
   

  	
  SUI Cert#

  	
   

  	
  Number of Sub-

  Urban Common

  Shares

  Exchanged

  	
   

  	
  Number of DP&D

  Common Shares to be

  Issued

  	
   

  
	
  Robert J. Winslow

  	
   

  	
  SAP-12

  	
   

  	
  95,052

  	
   

  	
  95,052

  	
   

  
	
  Kelly Walker

  	
   

  	
  SAP-13

  	
   

  	
  94,733

  	
   

  	
  94,733

  	
   

  
	
  Andrew Leszczynski

  	
   

  	
  SAP-14

  	
   

  	
  132,625

  	
   

  	
  132,625

  	
   

  
	
  Michael Shortal

  	
   

  	
  SAP-15

  	
   

  	
  131,667

  	
   

  	
  131,667

  	
   

  
	
  Total Common

  	
   

  	
   

  	
   

  	
  31,673,363

  	
   

  	
  31,673,363

  	
   

  



 

















 


SCHEDULE OF SUB-URBAN CONVERTIBLE


PROMISSORY NOTES EXCHANGED FOR


DP&D CONVERTIBLE PROMISSORY NOTES


 


	
  Name of Convertible Note Holder

  	
   

  	
  Agreement date

  	
   

  	
  Face Amount of Convertible

  Promissory Notes Exchanged For

  Equal Face Amount Of DP&D

  Convertible Promissory Notes

  	
   

  
	
  Hazelton Corp

  	
   

  	
  04/21/04

  	
   

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  HJG Investments

  	
   

  	
  05/11/04

  	
   

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  Lower East Investments

  	
   

  	
  06/01/04

  	
   

  	
   

  	
  $

  	
  150,000

  	
   

  
	
  Andrew Leszczynski

  	
   

  	
  06/17/04

  	
   

  	
   

  	
  $

  	
  45,000

  	
   

  
	
  Lower East Investments

  	
   

  	
  06/23/04

  	
   

  	
   

  	
  $

  	
  150,000

  	
   

  
	
  John Stamatis

  	
   

  	
  07/30/04

  	
   

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  HJG Investments

  	
   

  	
  09/03/04

  	
   

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  Lower East Investments

  	
   

  	
  09/03/04

  	
   

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  Michael Shortal

  	
   

  	
  09/24/04

  	
   

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  Out of Control

  	
   

  	
  10/28/04

  	
   

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  Out of Control

  	
   

  	
  11/05/04

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Maryam Seilabi

  	
   

  	
  02/24/05

  	
   

  	
   

  	
  $

  	
  5,300

  	
   

  
	
  Hazelton Corp

  	
   

  	
  03/09/05

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  ChicagoLand Consulting

  	
   

  	
  04/07/05

  	
   

  	
   

  	
  $

  	
  12,500

  	
   

  
	
  ITC Options, inc

  	
   

  	
  04/07/05

  	
   

  	
   

  	
  $

  	
  12,500

  	
   

  
	
  Sean Bruce

  	
   

  	
  04/15/05

  	
   

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Keith Lambert

  	
   

  	
  04/15/05

  	
   

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Michael Cohen

  	
   

  	
  04/15/05

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Elizabeth Jackson

  	
   

  	
  04/15/05

  	
   

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Kelly Walker

  	
   

  	
  04/15/05

  	
   

  	
   

  	
  $

  	
  12,500

  	
   

  
	
  Robert Windslow

  	
   

  	
  04/15/05

  	
   

  	
   

  	
  $

  	
  12,500

  	
   

  
	
  Alexandra Byrne

  	
   

  	
  04/27/05

  	
   

  	
   

  	
  $

  	
  10,000

  	
   

  
	
  Brian Duffy

  	
   

  	
  04/28/05

  	
   

  	
   

  	
  $

  	
  65,000

  	
   

  
	
  Bill and Elaine Kouruklis

  	
   

  	
  05/27/05

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  John Stamatis

  	
   

  	
  06/30/05

  	
   

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  Mike Kapsch

  	
   

  	
  07/11/05

  	
   

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  Paul Birmingham

  	
   

  	
  08/01/05

  	
   

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  Andrew Earl

  	
   

  	
  08/01/05

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Cris Deitz

  	
   

  	
  08/01/05

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Island Capital Ventures

  	
   

  	
  08/01/05

  	
   

  	
   

  	
  $

  	
  15,000

  	
   

  
	
  Cris Deitz

  	
   

  	
  09/16/05

  	
   

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  Nick Corasis

  	
   

  	
  09/19/05

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Laurent A. Cohen

  	
   

  	
  09/26/05

  	
   

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  Tiffany Stromeyer

  	
   

  	
  10/10/05

  	
   

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  John Stamatis

  	
   

  	
  11/15/05

  	
   

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  Michael E. Kapsch

  	
   

  	
  10/27/05

  	
   

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  Michael Shortal

  	
   

  	
  01/23/06

  	
   

  	
   

  	
  $

  	
  3,600

  	
   

  
	
  Eli Russo

  	
   

  	
  02/10/06

  	
   

  	
   

  	
  $

  	
  1,000

  	
   

  
	
  Donald Wilson Trust 2002

  	
   

  	
  02/22/06

  	
   

  	
   

  	
  $

  	
  500,000

  	
   

  
	
  Vision Capital

  	
   

  	
  04/06/06

  	
   

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  Vision Capital

  	
   

  	
  04/18/06

  	
   

  	
   

  	
  $

  	
  650,000

  	
   

  
	
  Total Convertible Notes

  	
   

  	
   

  	
   

  	
   

  	
  $

  	
  2,734,900

  	
   

  



 

















 


SCHEDULE OF SUB-URBAN COMMON STOCK


PURCHASE WARRANTS EXCHANGED FOR


DP&D COMMON STOCK PURCHASE WARRANTS


 


	
  Name of Warrant Holder

  	
   

  	
  Agreement date

  	
   

  	
  Number of Sub-Urban

  Warrants Exchanged For

  DP&D Warrants on a

  Warrant-For-Warrant Basis

  (Excluding Conversion

  Adjustments)

  	
   

  
	
  John Stamatis

  	
   

  	
  06/27/03

  	
   

  	
  26,700

  	
   

  
	
  Michael Kapsch

  	
   

  	
  06/27/03

  	
   

  	
  26,700

  	
   

  
	
  Michael and Pamela Cohen

  	
   

  	
  07/13/03

  	
   

  	
  21,360

  	
   

  
	
  Michael M. Manderson

  	
   

  	
  07/30/03

  	
   

  	
  26,700

  	
   

  
	
  MIchael Episcope

  	
   

  	
  08/03/03

  	
   

  	
  26,700

  	
   

  
	
  James P. Hinkup

  	
   

  	
  08/18/03

  	
   

  	
  5,340

  	
   

  
	
  Joel Leonard

  	
   

  	
  08/20/03

  	
   

  	
  13,350

  	
   

  
	
  Michael H. Crane

  	
   

  	
  09/01/03

  	
   

  	
  6,675

  	
   

  
	
  Wayne Friedman

  	
   

  	
  09/01/03

  	
   

  	
  6,675

  	
   

  
	
  Robert J. Winslow

  	
   

  	
  09/01/03

  	
   

  	
  6,675

  	
   

  
	
  Lisa A. Schumacher

  	
   

  	
  09/06/03

  	
   

  	
  6,675

  	
   

  
	
  Andrew Leszczynski

  	
   

  	
  09/19/03

  	
   

  	
  9,345

  	
   

  
	
  Michael Shortal

  	
   

  	
  10/20/03

  	
   

  	
  9,345

  	
   

  
	
  Kelly J. Walker

  	
   

  	
  09/04/03

  	
   

  	
  6,675

  	
   

  
	
  Foley

  	
   

  	
  06/30/04

  	
   

  	
  52,746

  	
   

  
	
  John Stamatis

  	
   

  	
  06/30/04

  	
   

  	
  52,746

  	
   

  
	
  Trandell

  	
   

  	
  06/30/04

  	
   

  	
  94,946

  	
   

  
	
  Sonnenshein

  	
   

  	
  06/30/04

  	
   

  	
  10,547

  	
   

  
	
  Igleman

  	
   

  	
  09/10/04

  	
   

  	
  133,742

  	
   

  
	
  Amos Varsha

  	
   

  	
  11/12/04

  	
   

  	
  100,000

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  11/12/04

  	
   

  	
  100,000

  	
   

  
	
  Steven Rosen

  	
   

  	
  11/19/04

  	
   

  	
  100,000

  	
   

  
	
  OfficeWorxx

  	
   

  	
  11/19/04

  	
   

  	
  100,000

  	
   

  
	
  MGAY, Inc.

  	
   

  	
  02/02/05

  	
   

  	
  200,000

  	
   

  
	
  Lower East Investments

  	
   

  	
  03/31/05

  	
   

  	
  200,000

  	
   

  
	
  John Stamatis

  	
   

  	
  06/30/05

  	
   

  	
  100,000

  	
   

  
	
  Mike Kapsch

  	
   

  	
  07/11/05

  	
   

  	
  100,000

  	
   

  
	
  Paul Birmingham

  	
   

  	
  08/02/05

  	
   

  	
  20,000

  	
   

  
	
  Andrew Earl

  	
   

  	
  08/02/05

  	
   

  	
  25,000

  	
   

  
	
  Chris Deitz

  	
   

  	
  08/02/05

  	
   

  	
  25,000

  	
   

  
	
  Island Capital

  	
   

  	
  08/10/05

  	
   

  	
  15,000

  	
   

  
	
  Chris Deitz

  	
   

  	
  09/16/05

  	
   

  	
  5,000

  	
   

  
	
  Nick Corasis

  	
   

  	
  09/21/05

  	
   

  	
  50,000

  	
   

  
	
  Laurent Cohen

  	
   

  	
  09/15/05

  	
   

  	
  25,000

  	
   

  
	
  Tiffany Ann Stromeyer

  	
   

  	
  10/10/05

  	
   

  	
  20,000

  	
   

  
	
  Michael E. Kapsch

  	
   

  	
  10/27/05

  	
   

  	
  300,000

  	
   

  
	
  Vista Capital

  	
   

  	
  10/27/05

  	
   

  	
  1,560

  	
   

  
	
  John Stamatis

  	
   

  	
  11/15/05

  	
   

  	
  350,000

  	
   

  
	
  Michael E. Kapsch

  	
   

  	
  11/15/05

  	
   

  	
  50,000

  	
   

  
	
  Brian Duffy

  	
   

  	
  12/30/05

  	
   

  	
  80,000

  	
   

  



 

















 


	
  Name of Warrant Holder

  	
   

  	
  Agreement date

  	
   

  	
  Number of Sub-Urban

  Warrants Exchanged For

  DP&D Warrants on a

  Warrant-For-Warrant Basis

  (Excluding Conversion

  Adjustments)

  	
   

  
	
  Country Club Auto Spa, LLC

  	
   

  	
  12/31/05

  	
   

  	
  150,000

  	
   

  
	
  Trilogy

  	
   

  	
  01/15/06

  	
   

  	
  600,000

  	
   

  
	
  Michael E. Kapsch

  	
   

  	
  01/11/06

  	
   

  	
  50,000

  	
   

  
	
  John Stamatis

  	
   

  	
  01/14/06

  	
   

  	
  50,000

  	
   

  
	
  Michael Shortal

  	
   

  	
  01/23/06

  	
   

  	
  14,400

  	
   

  
	
  Pacific Tek

  	
   

  	
  02/10/06

  	
   

  	
  4,000

  	
   

  
	
  Donald Wilson Trust 2002

  	
   

  	
  02/22/06

  	
   

  	
  2,000,000

  	
   

  
	
  Michael E. Kapsch

  	
   

  	
  02/22/06

  	
   

  	
  500,000

  	
   

  
	
  John Stamatis

  	
   

  	
  02/22/06

  	
   

  	
  500,000

  	
   

  
	
  Donald Wilson Trust 2002

  	
   

  	
  04/11/06

  	
   

  	
  2,000,000

  	
   

  
	
  Vision Capital

  	
   

  	
  04/18/06

  	
   

  	
  3,000,000

  	
   

  
	
  Vision Capital

  	
   

  	
  04/18/06

  	
   

  	
  3,000,000

  	
   

  
	
  Vision Capital

  	
   

  	
  04/18/06

  	
   

  	
  1,500,000

  	
   

  
	
  Total Warrants Excluding Conversion
  Adjustments

  	
   

  	
   

  	
   

  	
  15,878,602

  	
   

  



 

















 


SCHEDULE OF SUB-URBAN STOCK OPTIONS


EXCHANGED FOR DP&D STOCK OPTIONS


 


	
  Name of Stock Option Holder

  	
   

  	
  Agreement date

  	
   

  	
  Number of Sub-Urban

  Stock Options Exchanged

  For DP&D Stock Options

  on a Stock Option - For -Stock Option Basis

  	
   

  
	
  Trent Maclean

  	
   

  	
  09/17/03

  	
   

  	
  632,198

  	
   

  
	
  Caesarie Montana

  	
   

  	
  12/03/03

  	
   

  	
  53,400

  	
   

  
	
  Swirsky

  	
   

  	
  06/06/04

  	
   

  	
  160,200

  	
   

  
	
  Andrew Leszczynski

  	
   

  	
  07/30/04

  	
   

  	
  133,500

  	
   

  
	
  Meredith Feldman

  	
   

  	
  06/21/05

  	
   

  	
  3,000,000

  	
   

  
	
  Jack Mott

  	
   

  	
  10/21/05

  	
   

  	
  3,600,000

  	
   

  
	
  Caesarie Montana

  	
   

  	
  12/30/05

  	
   

  	
  53,400

  	
   

  
	
  Brad Riedell

  	
   

  	
  03/01/06

  	
   

  	
  100,000

  	
   

  
	
  Total Stock Options

  	
   

  	
   

  	
   

  	
  7,732,698

  	
   

  



 

















EXHIBIT 1.2


SUBSCRIPTION AGREEMENT


 


In connection with my
exchange of (i) no par value common stock of Sub-Urban Industries, Inc. (“Sub-Urban”),
for the $.001 par value common stock of DP&D, Inc. (“DP&D”), (ii)
convertible promissory notes of Sub-Urban for convertible promissory notes of
DP&D, (iii) common stock purchase warrants of Sub-Urban for common stock
purchase warrants of DP&D and (iv) stock options of Sub-Urban for stock
options of DP&D (collectively as to DP&D, the “DP&D Securities”)
pursuant to the Agreement Concerning The Exchange Of Securities By And Among
DP&D, Inc. And Sub-Urban Industries, Inc. And The Security Holders Of
Sub-Urban Industries, Inc. (the “Exchange Agreement”), I acknowledge the
matters set forth below and promise that the statements made herein are true. I
understand that DP&D is relying on my truthfulness in issuing the DP&D
Securities to me.


 


I hereby represent to
DP&D that I am an “accredited investor” as that term is defined under the
Securities Act of 1933 (the “Act”) and Regulation D, Rule 501, promulgated
thereunder. I further represent to DP&D that I have the full power and
authority to execute, deliver and perform this Subscription Agreement and to
consummate the transactions contemplated hereby. This Subscription Agreement is
a legal, valid and binding obligation of mine, enforceable against me in
accordance with its terms. I own the securities in Sub-Urban that I am
exchanging for the DP&D Securities free and clear of all pledges, liens,
encumbrances, security interests, equities, claims, options, preemptive rights,
rights of first refusal, or any other limitation on my ability to vote the
DP&D Securities or to transfer the DP&D Securities. I have full right,
title and interest in and to the Sub-Urban securities that I am exchanging.


 


I understand that the
DP&D Securities are being issued to me in a private transaction in exchange
for my securities in Sub-Urban and in reliance upon the exemption provided in
Section 4(2) and/or Regulation D under the Act for non-public offerings and
pursuant to the Exchange Agreement. I understand that the DP&D Securities
are “restricted” under applicable securities laws and may not be sold by me
except in a registered offering (which may not ever occur) or in a private
transaction like this one. I know this is an illiquid investment and that
therefore I may be required to hold the DP&D Securities for an indefinite
period of time, but under no circumstances less than one year from the date of
their issuance.


 


I am acquiring the DP&D
Securities solely for my own account, for long-term investment purposes only
and not with a view to sale or other distribution. I agree not to dispose of
any DP&D Securities unless and until counsel for DP&D shall have
determined that the intended disposition is permissible and does not violate
the Act, any applicable state securities laws or rules and regulations
promulgated thereunder.


 


All information, financial
and otherwise, or documentation pertaining to all aspects of my acquisition of
the DP&D Securities and the activities and financial information of
DP&D have been made available to me and my representatives, if any, and I
have had ample opportunity to


 

















 


meet
with and ask questions of senior officers of DP&D, and I have received
satisfactory answers to any questions I asked.


 


In acquiring the DP&D
Securities, I have been afforded access to the Exchange Agreement and all of
the public filings of DP&D made with the Securities and Exchange Commission
and have made such independent investigations of DP&D as I deemed
appropriate. I am an experienced investor, have made speculative investments in
the past and am capable of analyzing the merits of an investment in the
DP&D Securities.


 


I understand that the
DP&D Securities are highly speculative, involve a great degree of risk and
should only be acquired by individuals who can afford to lose their entire
investment. Nevertheless, I consider this a suitable investment for me because
I have adequate financial resources and income to maintain my current standard
of living even after my acquisition of the DP&D Securities. I know that
DP&D currently has no assets or liabilities, and that although I could lose
my entire investment, I am acquiring the DP&D Securities because I believe
the potential rewards are commensurate with the risk. Even if the DP&D
Securities became worthless, I could still maintain my standard of living
without significant hardship to me or my family.


 


By signing this Subscription
Agreement, I also accept and agree to be bound by and to abide by the terms and
conditions of the Exchange Agreement as if I had executed the Exchange
Agreement itself.


 


Dated as of this                   
day of                                    
, 2006.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name, Please Print

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Residence Address

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  City, State and Zip Code

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Area Code and Telephone
  Number

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social Security Number

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Sub-Urban Shares
  Exchanged

  



 

















 


	
   

  	
   

  
	
   

  	
  Face Amount of Sub-Urban
  Convertible

  
	
   

  	
  Promissory Notes Exchanged

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Sub-Urban Warrants
  Exchanged

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Number of Sub-Urban Stock
  Options Exchanged

  



 

















 


Exhibit

Material Contracts

Section 2.17


 


Lease for Premises: 
Sub-Urban entered into a lease with Magnum Properties for its offices on
on July 15, 2004 and the lease expires July 15, 2006. The base rent on the
lease commenced at $2,500 per month, and with cost of living increases and
other fees is approximately $3,000 per month.


 


Production:  Sub-Urban has
entered into production arrangements for the manufactiure of its apparel. These
arrangements are evidenced by purchase orders. As of April 20, 2006, Sub-Urban
has issued purchase orders in excess of $10,000 to the following vendors:


 


	
  Rippin and
  Running, Los Angeles, CA

  	
   

  	
  $

  	
  68,000

  	
   

  
	
  Trio Group,
  Montreal, Canada

  	
   

  	
  $

  	
  73,500

  	
   

  



 


Marketing:  Sub-Urban has a
monthly contract with Caro Marketing, Los Angeles, CA for a monthly retainer of
$5,000, plus expenses. Caro provides public relations and marketing services. This
contract is cancelable with 30 day notice. Sub-Urban has a promotions conract
with MS Communications, NY, NY for promotions on their New York Hot’97 radio
station. The remaining commitment on this contract is $75,000.


 


Distribution:  Sub-Urban has a
month-to-month, cancellable arrangement with JAM, Gardena, CA for distribution,
storage, pick-pack-and ship.


 

















 


Exhibit


 


Exception
Schedule for Sub-Urban


 


2.2 The stock option grant to Jack Mott has an anti-dilution clause
triggered by an excess of 60,000,000 fully diluted shares.


 


2.4  John Koufis, David Howitt
and Kenard Gibbs are slated to be members of the Board of Directors when the
Sub-Urban obtains Directors and Officers liability insurance, scheduled to be
concurrent with the closing date of this Agreement. Jack Mott is currently a
consultant to Sub-Urban and wiull assume the duties of Chief Financial Officer
and Chief Operating Officer, and a member of the Board of Directors when the
Sub-Urban obtains Directors and Officers liability insurance, scheduled to be
concurrent with the closing date of this Agreement.


 


2.6 Absence of Changes:  Since
March 31st, 2006, Sub-Urban has entered into a secured convertible
note financing arrangement with Vision Capital in the amount of $750,000, and
in connection with this financing issued i) a warrant for the purchase of
3,000,000 shares at a price of $0.25 ii) a unit purchase warrant consisting of
a right o purchase 3,000,000 shares of Sub-Urban common stock at at a price of
$0.25 per share by January 18, 2007, plus a 3 year warrant for the purchase of
1,500,000 shares of common stock at an exercise price of $0.50 per share. In
connection with a prior financing, Sub Urban also issued a warrant for the
purchase of 2,000,000 shares of common stock at an exercise price of $0.25 per
share. Estimated sales for the period April 1, 2006 to the effective date of
this agreement are approximately $9,500. Sub-Urban is in leased premises and
the lease expires July 15, 2006. Sub-Urban anticipates it will relocate its
offices to an area within Los Angeles county by July 15, 2006.


 


2.8  Sub-Urban has filed its 2003
Federal and State tax returns, and has filed extensions for its 2004 and 2005
Federal and sState tax returns. Based on the audited financial statements
received by Sub-Urban in April 2006 for the years 2003, 2004 and 2005,
Sub-Urban will file its Federal and State tax returns by September 15, 2006 and
may be required to file an amended Federal and State tax return for 2003. Sub-Urban
has net operating losses for the years 2003, 2004 and 2005 and does not
anticipate any material tax liability for these years.


 


4.2 Conduct of business: 
Sub-Urban may make commitments for up to an additional $600,000 of
operating capital prior to the closing date of this Agreement. It may do so
under similar financing arrangements as its recent financings including a convertible
secured note, convertible into common stock at $0.25 per share, and 100%
warrant coverage at an exercise price of $0.25 per share, plus a unit purchase
warrant.


 

















 


Exhibit

List of Sub-Urban Intellectual Property

Section 2.10


 


 

















 


	
  Matter No.

  Country

  	
   

  	
  Mark

  	
   

  	
  Class(es)

  	
   

  	
  Goods/Services

  	
   

  	
  Serial
  No.

  Filing Date

  	
   

  	
  Reg. No.

  Reg.

  Date

  	
   

  	
  Use
  &

  Renewal

  Deadline

  	
   

  	
  Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T001

  

  United States

  	
   

  	
  WHITEBOY

  	
   

  	
  25

  	
   

  	
  Shirts, hats, and pants

  	
   

  	
  78/093,948

  

  11/17/01

  	
   

  	
  2,833,040

  

  04/13/04

  	
   

  	
  Use Due:

  

  4/13/10

  

  Renewal

  Due:

  

  4/13/14

  	
   

  	
  Registered.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T003

  

  United States

  	
   

  	
  WHITE

  DEVIL

  	
   

  	
  25

  	
   

  	
  Clothing, namely, shirts, pants, t-shirts, footwear,
  headwear, baseball caps, shorts, swimwear, lingerie, sweat shirts, underwear,
  jackets, dresses, and skirts

  	
   

  	
  76/451,609

  

  09/23/02

  	
   

  	
  2,935,357

  

  3/22/05

  	
   

  	
  Use Due:

  

  3/22/11

  

  Renewal

  Due:

  

  3/22/15

  	
   

  	
  Registered.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T006

  

  United States

  	
   

  	
  BLACK

  JESUS

  	
   

  	
  25

  	
   

  	
  Clothing, namely, shirts, pants, T-shirts, footwear,
  headwear, baseball caps, shorts, swimwear, lingerie, sweat shirts, underwear,
  jackets, dresses, and skirts

  	
   

  	
  76/479,408

  

  12/31/02

  	
   

  	
  2,900,384

  

  11/02/04

  	
   

  	
  Use Due:

  

  11/02/10

  

  Renewal

  Due:

  

  11/02/14

  	
   

  	
  Registered.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T007

  	
   

  	
  WHITEGIRL

  	
   

  	
  25

  	
   

  	
  Shirts, hats and pants

  	
   

  	
  78/094,289 

  	
   

  	
  2,754,411 

  	
   

  	
  Use Due: 

  	
   

  	
  Registered.

  



 

















 


	
  Matter No.

  Country

  	
   

  	
  Mark

  	
   

  	
  Class(es)

  	
   

  	
  Goods/Services

  	
   

  	
  Serial
  No.

  Filing Date

  	
   

  	
  Reg. No.

  Reg.

  Date

  	
   

  	
  Use
  &

  Renewal

  Deadline

  	
   

  	
  Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United States

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  11/20/01

  	
   

  	
  8/19/03

  	
   

  	
  8/19/09

  

  Renewal

  Due:

  8/19/13

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T008

  

  United States

  	
   

  	
  WHITEBOY

  RECORDS

  	
   

  	
  9

  

  

  

  

  

  

  

  41

  	
   

  	
  Musical sound recordings and audio-visual
  recordings, namely, compact discs, tape cassettes, records, CD-ROMs, VHS
  video tapes, DVD and laser discs

  

  Entertainment services, namely, video tape and motion picture film production,
  music publishing services, production of musical audio and video recordings

  	
   

  	
  76/507,784

  

  4/21/03

  	
   

  	
  3,021,412

  

  11/29/05

  	
   

  	
  Use Due:

  11/29/11

  

  Renewal

  Due:

  11/29/15

  	
   

  	
  Registered.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T009

  

  United States

  	
   

  	
  WHITEBOY

  	
   

  	
  9

  	
   

  	
  Musical sound recordings and audio-visual
  recordings, namely, compact discs, tape cassettes, records, CD-ROMs, VHS
  video tapes, DVD, and laser discs; computer software and programs all being
  computer games; video game software; laser discs cartridges, audio and video
  tapes, audio and video cassettes and CD-ROMs all bearing video games; video
  game computer software adapted for use with television receivers and
  computers

  	
   

  	
  76/507,785

  

  4/21/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A Request for the First
  Extension of Time to File a Statement of Use has been granted.

  

  Statement of Use and/or
  Second Request for Extension of Time due by 5/24/06.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T011

  

  United States

  	
   

  	
  WHITEBOY

  	
   

  	
  28

  	
   

  	
  Snow boards and parts therefor; skateboards and
  parts therefor; surfboards and parts therefor; toys, namely, toy vehicles,
  plush toy dolls and plush toy animals, toy action figures, board games, water
  squirting toys, flying disks

  	
   

  	
  76/507,783

  

  4/21/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A Request for the First
  Extension of Time to File a Statement of Use has been granted.

  

  Statement of Use and/or
  Second

  



 

















 


	
  Matter No.

  Country

  	
   

  	
  Mark

  	
   

  	
  Class(es)

  	
   

  	
  Goods/Services

  	
   

  	
  Serial
  No.

  Filing Date

  	
   

  	
  Reg. No.

  Reg.

  Date

  	
   

  	
  Use
  &

  Renewal

  Deadline

  	
   

  	
  Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Request for Extension of Time
  due by 5/17/06.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T013

  

  United States

  	
   

  	
  WHITEBOY

  	
   

  	
  14

  	
   

  	
  Jewelry; belt buckles of precious metals for
  clothing

  	
   

  	
  76/511,641

  

  5/05/03

  	
   

  	
  3,059,283

  

  2/14/06

  	
   

  	
  Use:

  2/14/12



  	
   

  	
  Registered.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Renewal:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  16

  	
   

  	
  Stickers, bumper stickers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  2/14/16

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  18

  	
   

  	
  All-purpose sport bags; tote bags; luggage bags;
  backpacks; shoulder bags

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  25

  	
   

  	
  Clothing, namely, shirts, pants, t-shirts, footwear,
  headwear, baseball caps, shorts, swimwear, lingerie, sweatshirts, underwear,
  jackets, dresses, and skirts; clothing accessories, namely, belts, shoes, and
  gloves

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  26

  	
   

  	
  Ornamental cloth patches; belt buckles not of
  precious metal for clothing

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T018

  

  United States

  	
   

  	
  ROOSTER

  LOGO

  DESIGN

  


  	
   

  	
  25

  	
   

  	
  Clothing, namely, shirts, pants, t-shirts, footwear,
  headwear, baseball caps, shorts, swimwear, lingerie, sweatshirts, underwear,
  jackets, dresses, skirts, belts, shoes, and gloves

  	
   

  	
  76/523,979

  

  6/19/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Opposition No. 91163875 v. M. Aaron Corp.

  

  Opposition pending at the Trademark Trial and Appeal Board.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T019

  	
   

  	
  ROOSTER

  	
   

  	
  28

  	
   

  	
  Snow boards and parts therefor; skateboards and

  	
   

  	
  76/523,980 

  	
   

  	
  3,013,607 

  	
   

  	
  Use: 

  	
   

  	
  Registered.

  



 

















 


	
  Matter No.

  Country

  	
   

  	
  Mark

  	
   

  	
  Class(es)

  	
   

  	
  Goods/Services

  	
   

  	
  Serial
  No.

  Filing Date

  	
   

  	
  Reg. No.

  Reg.

  Date

  	
   

  	
  Use
  &

  Renewal

  Deadline

  	
   

  	
  Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  United States

  	
   

  	
  LOGO

  DESIGN

  


  	
   

  	
   

  	
   

  	
  parts therefor; surf boards and parts therefor;
  toys, namely, toy vehicles, plush toy dolls and plush toy animals, toy action
  figures, board games, water squirting toys, flying disks, arcade-type
  electronic video games

  	
   

  	
  6/19/03

  	
   

  	
  11/8/05

  	
   

  	
  11/8/11

  

  Renewal:

  11/8/15

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T020

  

  United States

  	
   

  	
  ROOSTER

  LOGO

  DESIGN

  


  	
   

  	
  9

  	
   

  	
  Musical sound recordings and audio-visual
  recordings, namely, compact discs, tape cassettes, records CD-ROMs, VHS video
  tapes, DVD, and laser discs; computer software and programs all being
  computer games; video game software; laser discs cartridges, audio and video
  tapes, audio and video cassettes and CD-ROMs all bearing video games; video
  game computer software adapted for use with television receivers and
  computers

  	
   

  	
  76/523,978

  

  6/19/03

  	
   

  	
  2,985,855

  

  8/16/05

  	
   

  	
  Use:

  8/16/11

  

  Renewal: 8/16/15

  	
   

  	
  Registered.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T025

  

  United States

  	
   

  	
  PYT

  	
   

  	
  25

  	
   

  	
  Clothing, namely, shirts, pants, T-shirts, footwear,
  headwear, baseball caps, shorts, swimwear, lingerie, sweat shirts, underwear,
  jackets, dresses, and skirts; accessories; belts; buckles; jewelry; shoes;
  patches; stickers, bags, tote bags, gloves

  	
   

  	
  76/559,174

  

  11/10/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  A Request for the First
  Extension of Time to File a Statement of Use has been granted.

  

  Statement of Use and/or
  Second Request for Extension of Time due by 5/24/06.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T013AU25

  

  Australia

  	
   

  	
  WHITEBOY

  	
   

  	
  25

  	
   

  	
  Clothing, including shirts, pants, t-shirts,
  footwear, headwear, baseball caps, shorts, swimwear, lingerie, sweatshirts,
  underwear, jackets, dresses, skirts, and accessories, namely, scarves

  	
   

  	
  954626

  

  5/20/03

  	
   

  	
  954626

  

  2/23/04

  	
   

  	
  

  Renewal:

  

  5/20/13

  	
   

  	
  Registered.

  



 

















 


	
  Matter No.

  Country

  	
   

  	
  Mark

  	
   

  	
  Class(es)

  	
   

  	
  Goods/Services

  	
   

  	
  Serial
  No.

  Filing Date

  	
   

  	
  Reg. No.

  Reg.

  Date

  	
   

  	
  Use
  &

  Renewal

  Deadline

  	
   

  	
  Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T013CA

  

  Canada

  	
   

  	
  WHITEBOY

  	
   

  	
  25

  	
   

  	
  Clothing, including shirts, pants, t-shirts,
  footwear, namely, socks, shoes; headwear, namely, hats, baseball caps;
  shorts, swimwear, lingerie, sweatshirts, underwear, jackets, dresses, skirts,
  and accessories, namely, scarves; and ornamental cloth patches

  	
   

  	
  1182379

  

  06/23/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Pending.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T013CTM

  

  European Community (CTM)

  	
   

  	
  WHITEBOY

  	
   

  	
  25

  	
   

  	
  Clothing; shirts, pants,

  t-shirts, footwear, headwear, baseball caps, shorts, swimwear, lingerie,
  sweat shirts, underwear, jackets, dresses, skirts and accessories

  	
   

  	
  3155181

  

  5/03/03

  	
   

  	
  3155181

  

  2/22/05

  	
   

  	
  

  Renewal:

  5/3/13

  	
   

  	
  Registered.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  T013JP25

  

  Japan

  	
   

  	
  WHITEBOY

  	
   

  	
  25

  	
   

  	
  Clothing; accessories; belts; buckles; jewelry;
  shoes; patches; stickers, bags, tote bags, gloves

  	
   

  	
  2003-

  047829

  

  6/10/03

  	
   

  	
  4750076

  

  2/20/04

  	
   

  	
  2/20/14

  	
   

  	
  Registered.