EX-10.1


    SELLING
      SECURITYHOLDER

    STOCK
      PURCHASE AGREEMENT

    


    STOCK
      PURCHASE AGREEMENT, dated as of the date set forth on the Purchaser Execution
      Page hereof (this “Agreement”) by the purchaser set forth on the Purchaser
      Execution Page hereof as the buyer (the “Purchaser”), and by the seller set
      forth on the Seller Execution Page hereof as the seller (the
“Seller”).

    


    W
      I T N E S S E T H :

    


    WHEREAS,
      the Seller is the owner of shares of common stock (the “Common Stock”) of APO
      Health, Inc. (the “Company”), a New York company; and

    


    WHEREAS,
      the Purchaser desires to purchase from the Seller, the
      number of shares of the Common Stock indicated opposite the Purchaser’s name on
      the execution page of this Agreement at a price per share equal to the price
      set
      forth on the execution page hereof (the “Shares”) and
      the
      Seller desires to sell the Shares to the Purchaser upon the terms and subject
      to
      the conditions hereinafter set forth;

    


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

    


    1. Definitions;
      Construction.

    


    1.1 Certain
      Defined Terms. As
      used
      in this Agreement, each capitalized term not otherwise defined herein shall
      have
      the meaning ascribed to such term in the attached Exhibit A.

    


    1.2 Construction.

    


    (a) As
      used
      in this Agreement or any Related Document, (i) the singular includes the plural
      and the plural includes the singular; (ii) “or” is not exclusive; (iii) a
      reference to any Person includes its, his or her permitted successors and
      permitted assigns; (iv) accounting terms have the meanings assigned to them
      by
      generally accepted accounting principles, as applied by the accounting entity
      to
      which they refer; (v) the words “include,” “includes” and “including” are not
      limiting; (vi) the phrases “arising out of” or “arises out of” mean arising out
      of, in connection with or otherwise relating to (notwithstanding that in some
      cases all of such words may be used and in most cases they are not); (vii)
      a
      reference to a Section, Exhibit or Schedule is to the Section, Exhibit or
      Schedule of such Document unless otherwise indicated; (viii) references to
      any
      Document (1) shall include all exhibits, schedules and other attachments
      thereto, (2) shall include all Documents issued or executed in replacement
      thereof, and (3) shall mean such Document or replacement or predecessor thereto,
      as amended, modified or supplemented from time to time and in effect at any
      given time; (ix) the words “hereof,” “herein” and “hereunder” and words of
      similar import when used in any Document shall refer to such Document as a
      whole
      and not to any particular provision of such Document; and (x) all pronouns
      shall
      be deemed to include all other genders and gender neutral terms (i.e., he,
      she
      and it).

    


    
      
        
        

      

      
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    (b) This
      Agreement is a result of negotiations among, and has been reviewed by the
      Seller, the Purchaser, and their respective counsel. Accordingly, this Agreement
      shall be deemed to be the product of all parties hereto, and no ambiguity shall
      be construed in favor of or against the Seller or the Purchaser.

    


    2. Purchase
      and Sale of the Shares; Purchase Price; Closing; Liabilities.

    


    2.1 Purchase
      and Sale of the Shares. Subject
      to the terms and conditions of this Agreement and on the basis of the
      representations, warranties and covenants contained herein, effective at the
      Closing, the Seller shall sell, transfer, convey, assign, set over and deliver
      to the Purchaser, and the Purchaser shall purchase, acquire and accept from
      the
      Seller, the Shares free and clear of all Encumbrances.

    


    2.2 Purchase
      Price.

    


    (a) Purchase
      Price. The
      purchase price for the Shares shall be as set forth on the execution page hereof
      for the Shares (the “Purchase Price”).

    


    (b) Payment. On
      the
      Closing Date, Purchaser shall provide the purchase price set forth in 2.2(a)
      above.

    


    2.3 Closing.

    


    (a) The
      closing of the purchase and sale of the Shares (the “Closing”) shall take place
      on the date hereof at the offices of Virginia K. Sourlis, Esq. in Red Bank,
      New
      Jersey or at such other place as the parties may designate if each of the
      conditions specified in Section 6 (other than those conditions requiring the
      execution or delivery of a Document or the taking of some action at the Closing)
      have been fulfilled (or waived by the party entitled to waive that condition).
      The date on which the Closing is held is referred to in this Agreement as the
      “Closing Date”.

    


    (b) At
      the
      Closing, subject to the terms and conditions of this Agreement, the Seller
      and
      the Company, as the case may be, shall execute and/or deliver to the Purchaser
      (i) the certificate(s) representing the Shares, duly endorsed or accompanied
      by
      a duly executed stock power assigning the Shares to the Purchaser or its
      assignee and otherwise in good form for transfer, such documents being
      sufficient to vest good title to the Shares in the Purchaser or its permitted
      assignee or assignees, free and clear of any Encumbrances, (ii) a certificate
      and release of Seller substantially in the form of Exhibit B attached hereto,
      (the “Seller’s Certificate”), (iii) all other Documents that are required
      expressly pursuant to this Agreement to be delivered by the Seller to Purchaser
      at the Closing, and (iv) such other Documents of assignment and transfer as
      shall be reasonably required by Purchaser.

    


    (c) At
      the
      Closing, Seller shall deliver or cause to be delivered the share certificates
      as
      provided in Paragraph 2.3(b)(i) above.

    


    (d) At
      the
      Closing, Purchaser shall deliver or cause to be delivered to the Seller the
      full
      purchase price set forth in 2.2(a) above.

    


    
      
        
        

      

      
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    3. Representations
      and Warranties of the Seller. The
      Seller represents and warrants to the Purchaser that:

    


    3.1 Authorization. Such
      Seller is fully authorized and empowered without restriction to execute and
      deliver this Agreement and to perform Seller’s covenants and agreements
      hereunder. When executed and delivered by such Seller, this Agreement shall
      constitute the valid and legally binding obligation of such Seller enforceable
      against such Seller in accordance with its terms, except as may be limited
      by
      bankruptcy, insolvency or other laws affecting generally the enforceability
      of
      creditors’ rights and by limitation on the availability of equitable
      remedies.

    


    3.2 Disclosure. In
      connection with the execution and delivery of this Agreement by the Seller,
      the
      consummation of the transactions contemplated herein, and the sale of the Shares
      by the Seller to the Purchaser, the Seller is not or nor will be in violation
      of
      the provisions of Rule 10b-5 promulgated by the Securities and Exchange
      Commission. The representations and disclosures of the Seller do not contain
      any
      untrue statement of a material fact or omit to state a material fact necessary
      to make the statements therein not misleading in connection with the purchase
      and sale of the Shares hereunder.

    


    3.3 Conflicts. Neither
      the execution and delivery of this Agreement by the Seller, nor the consummation
      of the transactions contemplated herein, will violate any law, rule, regulation,
      writ, judgment, injunction, decree, determination, award or other order of
      any
      court, government or governmental agency or instrumentality, domestic or
      foreign, binding upon the Seller, or conflict with or result in any breach
      or
      termination of any of the terms of or the creation or imposition of any
      mortgage, deed of trust, pledge, lien, security interest or other charge or
      encumbrance of any nature pursuant to the terms of any contract or agreement
      to
      which such Seller is a party or by which such Seller or any of his properties
      or
      assets is bound.

    


    3.4 Stock
      Ownership. Such
      Seller owns such Seller’s Shares subject to any mortgage, deed of trust, pledge,
      lien, security interest or other charge or encumbrance of any nature, and has
      the right to sell and transfer the Shares to the Purchaser hereunder. The
      transfer of the Shares to the Purchaser hereunder will pass good and marketable
      title to the Shares to the Purchaser subject to said debts, any mortgage, deed
      of trust, pledge, lien, security interest or other charge or encumbrance of
      any
      nature, including, but not limited to, any agreement concerning the Shares
      among
      the current or prior Shareholders of the Company.

    


    3.5 Not
      an
      Affiliate. The
      Seller is not an “affiliate” of the Company (as that term is defined in Rule
      144(a)(1)).

    


    4. Representations
      and Warranties of the Purchaser. The
      Purchaser represents and warrants to the Seller:

    


    4.1 Authorization
      of Agreement. Such
      Purchaser is fully authorized and empowered without restriction to execute
      and
      deliver this Agreement and to perform such Purchaser’s covenants and agreements
      hereunder. When executed and delivered by such Purchaser, this Agreement
      constitutes the valid and binding obligation of such Purchaser enforceable
      against it in accordance with its terms, except to the extent enforceability
      may
      be limited by bankruptcy, insolvency or other similar laws affecting the
      enforcement of creditors’ rights in general and subject to general principles of
      equity (regardless of whether such enforceability is considered in a proceeding
      in equity or at law).

    


    5. Other
      Agreements of the Parties.

    


    
      
        
        

      

      
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    5.1 Other
      Actions. Each
      of
      the parties shall use its reasonable best efforts to cause the fulfillment
      of
      all of the conditions to their respective obligations to consummate the sale
      of
      the Shares at the earliest practicable date. The Seller shall execute and/or
      deliver and take such other actions as shall be reasonably requested by the
      Purchaser; provided, that no such action shall alter the terms of this
      Agreement.

    


    5.2 Expenses. The
      Purchaser shall bear his own expenses in connection with its obligations
      hereunder and otherwise in connection with this Agreement and the Related
      Documents. The Seller shall bear his own expenses and the expenses of the
      Company in connection with their and its obligations hereunder and otherwise
      in
      connection with this Agreement and the Related Documents.

    


    5.3 Transfer
      Taxes. Any
      Transfer Taxes payable as a result of the sale or purchase of the Shares shall
      be paid by the Seller.

    


    6. Conditions
      of Closing.

    


    6.1 Conditions
      Precedent to the Obligations of all the Parties.

    


    (a) The
      purchase of the Shares by the Purchaser and sale of the Shares by the Seller
      is
      subject to the condition that no provision of any applicable law shall prohibit,
      and there shall not be in effect any injunction or restraining order issued
      by a
      court of competent jurisdiction in any Proceeding against the consummation
      of
      the sale and purchase of the Shares pursuant to this Agreement.

    


    6.2 Conditions
      Precedent to Obligations of the Purchaser. Consummation
      of the purchase of the Shares by the Purchaser is also subject to the
      fulfillment on or prior to the Closing Date of each of the following
      conditions:

    


    (a) Representations
      and Warranties. The
      representations and warranties of the Seller contained herein shall be true
      and
      correct at and as of the Agreement Date and shall be true and correct in all
      material respects at and as of the Closing Date as if made on the Agreement
      Date
      (provided that the representations and warranties that are qualified as to
      materiality shall be true and correct in all respects at and as of the Closing
      Date).

    


    (b) Covenants. The
      Seller shall have performed or complied in all material respects with all
      obligations, agreements and covenants required to be performed by it hereunder
      prior to or on the Closing Date; it being understood however that the Seller
      shall have performed and complied in all respects with those obligations,
      agreements and covenants required to be performed by them.

    


    6.3 Conditions
      Precedent to Obligations of the Seller. Consummation
      of the sale of the Shares by the Seller is subject to the fulfillment on or
      prior to the Closing Date of each of the following conditions:

    


    (a) Representations
      and Warranties. The
      representations and warranties of the Purchaser contained herein and in any
      Related Document shall be true and correct as of the date hereof and shall
      be
      true and correct in all material respects as of the Closing Date (provided
      that
      the representations and warranties that are qualified as to materiality shall
      be
      true and correct in all respects as of the Closing Date.

    


    
      
        
        

      

      
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    (b) Covenants. The
      Purchaser shall have performed or complied in all material respects with all
      obligations, agreements and covenants required to be performed by it hereunder
      prior to or on the Closing Date it being understood however that the Purchaser
      shall have performed and complied in all respects with those obligations,
      agreements and covenants required to be performed by it.

    


    7. Termination.

    


    7.1 Means
      of
      Termination. This
      Agreement may be terminated anytime prior to Closing as follows: (a) by
      Purchaser by express mutual written consent; or (b) by Purchaser if any
      permanent injunction or other order of a governmental authority preventing
      the
      consummation of the transactions contemplated hereby shall have become final
      and
      non-appealable; provided, that no party shall be entitled to terminate this
      Agreement pursuant to this Section if the reason for such impossibility is
      due
      to a breach by the party proposing to terminate this Agreement.

    


    7.2 Effect
      of
      Termination.  Termination
      of this Agreement pursuant to Section 8.1 shall terminate all obligations of
      the
      Parties hereunder.

    


    7.3 Cooperation
      - Tax Matters. The
      Purchaser and Seller shall cooperate fully, as and to the extent reasonably
      requested by the other party, in connection with the filing of Tax returns
      pursuant to this Section and any audit, litigation or other proceeding with
      respect to Taxes. The Purchaser and Seller agree, upon request, to use
      reasonable commercial efforts to obtain any certificate or other document from
      any governmental authority or any other Person as may be necessary to mitigate
      reduce or eliminate any Tax that could be imposed (including, but not limited
      to, with respect to the transactions contemplated hereby).

    


    8. Miscellaneous.

    


    8.1 Entire
      Agreement, Survival. This
      Agreement (together with its Schedules and Exhibits) among the Parties contains,
      and is intended as, a complete statement of all of the terms and agreements
      among the Parties with respect to the matters provided for herein and supersedes
      any previous agreements and understandings among the Parties with respect to
      those matters. All of the representations, warranties, covenants and agreements
      of each of the Parties contained in this Agreement (including any Exhibit)
      and/or in any Related Document shall survive the execution, delivery and
      performance of this Agreement and each Related Document, for the period
      specified in Section 9.3, it being acknowledged and agreed that there is no
      time
      limit applicable to the obligations of any Indemnitor to indemnify, defend
      and
      hold harmless an Indemnitee in respect of any Excepted Indemnification Claims.
      This Agreement cannot be changed or terminated orally.

    


    8.2 Jurisdiction
      and Governing Law. THIS
      AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEVADA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING
      PROVISION OR RULE (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION)
      THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA
      TO
      BE APPLIED.

    


    
      
        
        

      

      
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    8.3 Schedules;
      Tables of Contents and Headings, Notices. Any
      Exhibit required to be attached and not attached to this Agreement on the
      Agreement Date shall be deemed to have been attached thereto with the following
      thereon: “None.” The table of contents and section headings of this Agreement
      and titles given to Exhibits to this Agreement are for reference purposes only
      and are to be given no effect in the construction or interpretation of this
      Agreement. All notices and other communications under this Agreement shall
      be in
      writing and shall be deemed given when delivered personally (including by
      confirmed legible facsimile transmission) or delivered by a responsible
      overnight courier service, to the parties at the addresses set forth on Exhibit
      12.3 (or to such address as a Party may have specified by notice given to the
      other Parties pursuant to this provision).

    


    8.4 Separability. In
      the
      event that any provision hereof would, under applicable law, be invalid or
      unenforceable in any respect (a) such provision shall be enforced to the maximum
      extent permissible under applicable law, and (b) the invalidity or
      unenforceability of any provision of this Agreement shall not affect the
      validity or enforceability of any other provision of this Agreement, which
      shall
      remain in full force and effect.

    


    8.5 Miscellaneous
      Provisions. All
      rights and remedies of any party under any provision of this Agreement shall
      be
      in addition to any other rights and remedies provided for by any law of any
      kind
      (including all forms of legal and equitable relief, including specific
      performance), all rights and remedies contemplated in the preceding part of
      this
      sentence shall be independent and cumulative, and may, to the extent permitted
      by law, be exercised concurrently or separately, and the exercise of any one
      right or remedy shall not be deemed to be an election of such right or remedy
      or
      to preclude or waive the exercise of any other right or remedy. Any party may
      waive compliance by another with any of the provisions of this Agreement
      provided that (a) no waiver of any provision shall be construed as a waiver
      of
      any other provision, and (b) any waiver must be in writing and shall be strictly
      construed. This Agreement shall be binding upon and inure to the benefit of
      the
      parties and their respective successors and permitted assigns. No assignment
      of
      this Agreement or of any rights or obligations hereunder may be made by any
      party (by operation of law or otherwise) without the prior written consent
      of
      the other parties and any attempted assignment without the required consent
      shall be void; provided, that (i) no such consent shall be required for
      Purchaser to assign part or all of his rights under this Agreement to one or
      more of his respective Affiliates, but no such assignment shall relieve
      Purchaser of any of his respective obligations under this Agreement as a primary
      obligor and (ii) Purchaser shall have the right, without consent, to assign
      this
      Agreement and any agreements or other documents relating hereto, as collateral
      security for Purchaser’ and/or any of his Affiliates obligations to any of their
      lenders, and such lenders shall have the right, without consent, to assign
      their
      rights in and to this Agreement and any such agreements, certificates or other
      documents, to any purchaser or assignee of such lenders’ rights, whether by
      foreclosure or otherwise. This Agreement may be executed via counterparts,
      each
      of which shall be an original, but which together shall constitute one and
      the
      same Agreement. The provisions of this Agreement (a) are for the sole benefit
      of
      the parties, and (b) shall not create or be deemed to create any third party
      beneficiary rights in any Person not a party to this Agreement. The Purchaser
      and the Seller shall indemnify and hold harmless the other from and against
      any
      and all claims for investment bankers, brokers, finders or similar commissions
      (“Third Party Commission”) made by any Person as a result of this Agreement and
      the transactions contemplated hereunder to the extent that any such Third Party
      Commission was incurred, or alleged to have been incurred, by or through them.
      The Seller hereby terminates any and all agreements by and among any of them
      in
      respect of the Shares, including any and all shareholder agreements or similar
      arrangements.

    


     

    [Execution
      page follows]

    


    


    
      
        
        

      

      
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    SELLER’S
      EXECUTION PAGE

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed by the Parties as of
      the
      date first set forth below on the Purchaser Signature Page.

    


    AND

    


    Exhibit
      B

    


    Seller’s
      Certificate and Release

    


    Dear
      Purchaser set forth on Purchaser’s Execution Page:

    


    I
      hereby
      agree to sell the number of shares of Common Stock set forth on the Purchaser
      Execution Page, of APO Health, Inc., a New York corporation (the “Company”)
      owned of record and beneficially by me set forth on the signature page hereof
      (the “Shares”) for consideration of that sum set forth on the signature page
      hereof. Further, I hereby represent and warrant to you as follows:

    


    1.1. I
      am the
      record and beneficial owner of the Shares and when executed and delivered by
      the
      undersigned, this Certificate and Release shall constitute the valid and legally
      binding obligation of the undersigned enforceable against the undersigned in
      accordance with its terms. The representations made herein do not contain any
      untrue statement of a material fact or omit to state a material fact necessary
      to make the statements therein not misleading in connection with the purchase
      and sale of the Shares.

    


    1.2. My
      execution of this Certificate and Release, and the consummation of the sale
      of
      the Shares, is based upon management’s representations and upon corporate
      counsel’s legal opinion as to the issuance of the Shares, and will not violate
      applicable federal or state securities laws and regulations any law, rule,
      regulation, judgment, injunction, award, decree, determination or other order
      of
      any court, government or governmental agency, domestic or foreign, binding
      upon
      me, or conflict with or result in any breach or termination of any of the terms
      of or the creation or imposition of any mortgage, pledge, lien, security
      interest or other charge or encumbrance of any nature pursuant to the terms
      of
      any contract or agreement to which I am a party or by which I or any of my
      properties or assets are bound.

    


    1.3. The
      Shares are free and clear of any mortgage, pledge, lien, security interest
      or
      other charge or encumbrance of any nature, and I have the right to sell and
      transfer the Shares to the Purchaser hereunder. The transfer of such Shares
      to
      the Purchaser hereunder will pass good and marketable title to the Shares to
      the
      Purchaser, free and clear of any mortgage, pledge, lien, security interest
      or
      other charge or encumbrance of any nature, including, but not limited to, any
      agreement concerning the Shares among the current or prior Shareholders of
      Company.

    


    2. General
      Release - I hereby agree to the following;

    


    KNOW
      ALL
      MEN BY THESE PRESENTS that the undersigned (the “Releasor”), in consideration of
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, has forever remised, released, discharged, and by these presents
      does forever remise, release and discharge the Purchaser (the “Releasees”), of
      and from all debts, obligations, liabilities, reckonings, bonds, specialties,
      controversies, suits, actions, causes of actions, claims or demands, in law
      or
      in equity, which against any one or more of the said Releasees, the Releasor
      ever had, now has or hereafter can, shall, or may have, for, upon or by reason
      of any matter, cause or thing whatsoever, known or unknown, from the beginning
      of the world to the day of the date of these Presents (collectively “Claims and
      Demands”). Without limiting the generality of this Release, this Release is
      intended to and does remise, release and discharge every individual named herein
      as a Releasee from every Claim and Demand Releasor could make against a Releasee
      individually and/or in the Releasee’s other capacities (including without
      limitation, as a director, officer, employee, shareholder, beneficiary and/or
      trustee of any entity, including but not limited to any entity under which
      any
      benefit plan was or is established).

    


    3. Transfer
      Taxes. Any
      Transfer Taxes payable as a result of the sale or purchase of the Shares shall
      be paid by me.

    


    4. Counterparts. This
      Exhibit B may be executed via counterparts, each of which shall be an original,
      but together shall constitute one and the same.

    


    IN
      WITNESS WHEREOF, this Certificate has been duly executed by the undersigned
      as
      of the date first set forth above.

    


    DATE
      of SALE: this 12th
      day of May, 2006

    


    


     

    


     

    


    
      	 	 	 
	 	SELLER
Paivis,
              Corp.
	 
 	 
 	 
 
	
            	By:  	/s/ Paivis,
              Corp.
	 	
              
Paivis,
              Corp.
	 	Paivis,
              Corp.




     

    
      
        
        

      

      
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    Exhibit
      A

    


    DEFINITIONS

    


    The
      following terms shall have the following meanings when used in this
      Agreement:

    


    “Affiliate”
      means, as to any Person, any other Person which, directly or indirectly, alone
      or together with other Persons, controls or is controlled by or is under common
      control with such Person. “Control” “controlled by” and “under common control
      with”, as and with respect to any Person, means the power, directly or
      indirectly, to direct or cause the direction of the management and policies
      of
      such Person.

    


    “Agreement
      Date” means the date of this Agreement.

    


    “Consents”
      means consents, authorization, approvals, actions, waivers and similar
      writings.

    


    “Contract”
      means any contract, mortgage, indenture, lease, sublease, note, bond, contract,
      deed of trust, license, sublicense, purchase order, sales order, undertaking,
      understanding, plan, commitment, arrangement, instrument, commitment or other
      agreement, oral or written, formal or informal.

    


    “Document”
      means any Contract, financial statement, registration, certificate (including
      officer’s certificates), application, other writing or other document executed
      in connection with the transactions contemplated hereunder.

    


    “Encumbrance”
      means any mortgage, pledge, lien, charge, debt, encumbrance, lease, security
      interest, license, easement, restriction, encroachment, condition, covenant,
      claim, exception, option, equity, right, other interest or other encumbrance
      of
      any kind or nature (whether absolute, accrued, disputed, contingent, known,
      unknown or otherwise).

    


    “Law”
      means, as to any Person, the certificate of incorporation and by-laws, and
      any
      statute, rule, regulation, ordinance, code, guideline, law, judicial decision,
      determination, order (including any injunction, judgment, writ, award or decree)
      or Consent of a court, other governmental authority or arbitrator, in each
      case
      applicable to or binding upon such Person, including the conduct of its
      business, or any of its assets or revenues or to which such Person or any of
      its
      assets or revenues are subject.

    


    “Liabilities”
      means any liabilities, commitments or other obligations of any kind or nature
      whatsoever, known or unknown, accrued, fixed, contingent or otherwise,
      liquidated or unliquidated, direct or indirect, choate or inchoate, determined,
      determinable or non-determinable, due or to become due.

    


    “Person”
      means any individual, corporation, partnership, limited liability company,
      trust, association, governmental authority or any other entity.

    
      
        
        

      

      
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    “Proceedings”
      means any claims, controversies, demands, actions, lawsuits, investigations,
      proceedings or other disputes, formal or informal, including any by, involving
      or before any arbitrator or any governmental authority.

    


    “Related
      Document” means any Schedule, any Exhibit and any other Document (including all
      Documents delivered at the Closing) arising out of the execution, delivery
      or
      performance of this Agreement (whether executed prior to, at or subsequent
      to
      the Closing).

    


    “Securities
      Act” means the Securities Act of 1933, as amended.

    


    “Taxes”
      means any and all federal, state, local or foreign taxes or assessments of
      any
      kind or nature whatsoever, including any and all income, franchise, gross
      receipts, sales, alternative, add-on, minimum, employment, real property,
      personal property, business, capital stock, use and occupancy, ad valorem,
      transfer, license, excise, stamp, other transfer, estimated withholding,
      service, payroll and recording taxes and any related penalties, charges,
      interest and other additions thereto.

    


    “Transfer
      Taxes” means transfer, registration or similar Taxes.

    


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    

      

        


        PURCHASER
          EXECUTION PAGE

        


        For
          the Sale of

        


        Paivis,
          Corp.’s Common Stock of APO Health, Inc., a New York
          company

        


        


        DATE
          of SALE: this 12th
          day of May, 2006

         

        Total
          Number of Shares to be purchased at Closing: 3,046,300

        


        Current
          Shares outstanding: 3,209,563

        


        Total
          Purchase Price to be paid by Purchaser:

        


        One
          Dollar ($1) and the assumption of all the current, contingent and future
          debts
          of APO Health, Inc., a New York corporation. As at the date above, the
          total
          asset and total liabilities of APO Health, Inc., a New York corporation
          is
          approximately $1,097,000, and $1,402,000, respectively, and the net liabilities
          is approximately $305,000, subject to auditor review. In Fiscal 2004, APO
          Health
          Inc., a New York corporation had been listed in lawsuits by two national
          medical
          suppliers ( Proctor
          & Gamble Company and Alcoa, Inc.) each claiming
          for $10,000,000 in compensatory damages plus punitive damages. APO Health
          Inc. a
          New York Corporation is responsible for the resolution of these lawsuits
          plus
          the accrued costs of counsel fees in defense of these actions.


        


        


      

      
        	 	 	 
	 	
                BUYER

                  KJ
                    Ventures, Ltd.

                

              
	 
 	 
 	 
 
	
              	By:  	/s/ Dr.
                Jan Stahl
	 	
                
Dr.
                Jan Stahl
	 	President


      

       

    

    
       

      
        -10-