Unassociated Document


    SHARE
      EXCHANGE AGREEMENT

    


    THIS
      AGREEMENT is
      made
      as of the 27th
      day of
      December,
      2007

    


    AMONG:

    


    MARINE
      PARK HOLDINGS, INC.,
      a
      corporation formed pursuant to the laws of the State of Delaware and having
      an
      office for business at 850 Third Avenue, Suite 1801, New York, New York 10022
      (“Marine Park”)

    


    AND:

    


    NEWCARDIO,
      INC.,
      a
      company formed pursuant to the laws of the State of Delaware and having an
      office for business located at 2033 Gateway Plaza, Suite 500, San Jose,
      California 95110 ("NewCardio")

    


    AND:

    


    the
      holders of NewCardio equity, each of whom are set forth on the signature page
      of
      this Agreement (the “NewCardio Shareholders”)

    


    WHEREAS:

    


    A. The
      NewCardio Shareholders own such number of (i) shares of common stock, $0.0001
      par value (“NewCardio Common Shares”), (ii) shares of preferred stock, $0.0001
      par value (“NewCardio Preferred Shares”), (iii) debt obligations convertible
      into shares of common stock, $0.0001 par value (“NewCardio Convertible Debt”),
      and (iv) options and/or warrants convertible into shares of common stock,
      $0.0001 par value (“NewCardio Convertible Securities”) as set forth on Exhibit
“A” annexed hereto, collectively being 100% of the presently issued and
      outstanding NewCardio equity on a fully converted basis; 

    


    B. Marine
      Park is a reporting company whose common stock is quoted on the Over-the-Counter
      Bulletin Board; and

    


    C. The
      respective Boards of Directors of Marine Park and NewCardio deem it advisable
      and in the best interests of Marine Park and NewCardio that NewCardio become
      a
      wholly-owned subsidiary of Marine Park (the “Acquisition”) pursuant to this
      Agreement.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT
      in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:

    


    ARTICLE
      1

    DEFINITIONS
      AND INTERPRETATION

    


    Definitions

    


    1.1 In
      this
      Agreement the following terms will have the following meanings:

    


    
      	
            	(a)	
              “Acquisition”
                means the Acquisition, at the Closing, of NewCardio by Marine Park
                pursuant to this Agreement; 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	(b)	
              “Acquisition
                Shares”
                means the Marine Park Common Shares, set forth on Exhibit “A,” to be
                issued to the NewCardio Shareholders at Closing pursuant to the terms
                of
                the Acquisition;

            


    

    


    
      	
            	(c)	
              “Agreement”
                means this share exchange agreement among Marine Park, NewCardio,
                and the
                NewCardio Shareholders;

            


    

    


    
      	 	
              (d)

            	
              “Closing”
                means the completion, on the Closing Date, of the transactions
                contemplated hereby in accordance with Article 9
                hereof;

            


    

    


    
      	 	
              (e)

            	
              “Closing
                Date”
                means the day on which all conditions precedent to the completion
                of the
                transaction as contemplated hereby have been satisfied or waived,
                but in
                any event no later than January 5,
                2008;

            


    

    


    
      	
            	(f)	
              “Marine
                Park Accounts Payable and Liabilities”
                means all accounts payable and liabilities of Marine Park, on a
                consolidated basis, due and owing or otherwise constituting a binding
                obligation of Marine Park and its subsidiaries (other than a Marine
                Park
                Material Contract) as of September 30, 2007 as set forth is Schedule
“A”
                hereto;

            


    

    


    
      	
            	(g)	
              “Marine
                Park Accounts Receivable”
                means all accounts receivable and other debts owing to Marine Park,
                on a
                consolidated basis, as of September 30, 2007 as set forth in Schedule
“B”
                hereto;

            


    

    


    
      	
            	(h)	
              “Marine
                Park Assets”
                means the undertaking and all the property and assets of the Marine
                Park
                Business of every kind and description wheresoever situated including,
                without limitation, Marine Park Equipment, Marine Park Inventory,
                Marine
                Park Material Contracts, Marine Park Accounts Receivable, Marine
                Park
                Cash, Marine Park Intangible Assets and Marine Park Goodwill, and
                all
                credit cards, charge cards and banking cards issued to Marine
                Park;

            


    

    


    
      	
            	(i)	
              “Marine
                Park Bank Accounts”
                means all of the bank accounts, lock boxes and safety deposit boxes
                of
                Marine Park and its subsidiaries or relating to the Marine Park Business
                as set forth in Schedule “C”
hereto;

            


    

    


    
      	
            	(j)	
              “Marine
                Park Business”
                means all aspects of any business conducted by Marine Park and its
                subsidiaries;

            


    

    


    
      	
            	(k)	
              “Marine
                Park Cash”
                means all cash on hand or on deposit to the credit of Marine Park
                and its
                subsidiaries on the Closing Date;

            


    

    


    
      	
            	(l)	
              “Marine
                Park Common Shares”
                means the shares of common stock in the capital of Marine
                Park;

            


    

    


    
      	
            	(m)	
              “Marine
                Park Debt to Related Parties”
                means the debts owed by Marine Park to any affiliate, director or
                officer
                of Marine Park as described in Schedule “D”
                hereto;

            


    

    


    
      	
            	(n)	
              “Marine
                Park Equipment”
                means all machinery, equipment, furniture, and furnishings used in
                the
                Marine Park Business, including, without limitation, the items more
                particularly described in Schedule “E”
hereto;

            


    


    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    

    


    
      	
            	(o)	
              “Marine
                Park Financial Statements”
                means, collectively, the audited consolidated financial statements
                of
                Marine Park for the fiscal year ended December 31, 2006, together
                with the
                unqualified auditors' report thereon, and the unaudited consolidated
                financial statements of Marine Park for the three month period ended
                September 30, 2007, true copies of which are attached as Schedule
“F”
                hereto;

            


    

    


    
      	
            	(p)	
              “Marine
                Park Goodwill”
                means the goodwill of the Marine Park Business including the right
                to all
                corporate, operating and trade names associated with the Marine Park
                Business, or any variations of such names as part of or in connection
                with
                the Marine Park Business, all books and records and other information
                relating to the Marine Park Business, all necessary licenses and
                authorizations and any other rights used in connection with the Marine
                Park Business;

            


    

    


    
      	
            	(q)	
              “Marine
                Park Insurance Policies”
                means the public liability insurance and insurance against loss or
                damage
                to the Marine Park Assets and the Marine Park Business as described
                in
                Schedule “G” hereto;

            


    

    


    
      	
            	(r)	
              “Marine
                Park Intangible Assets"
                means all of the intangible assets of Marine Park and its subsidiaries,
                including, without limitation, Marine Park Goodwill, all trademarks,
                logos, copyrights, designs, and other intellectual and industrial
                property
                of Marine Park and its
                subsidiaries;

            


    

    


    
      	
            	(s)	
              “Marine
                Park Inventory”
                means all inventory and supplies of the Marine Park Business as of
                September 30, 2007, as set forth in Schedule “H” hereto;
                and

            


    

    


    
      	
            	(t)	
              “Marine
                Park Material Contracts”
                means the burden and benefit of and the right, title and interest
                of
                Marine Park and its subsidiaries in, to and under all trade and non-trade
                contracts, engagements or commitments, whether written or oral, to
                which
                Marine Park or its subsidiaries are entitled whereunder Marine Park
                or its
                subsidiaries are obligated to pay or entitled to receive the sum
                of
                $10,000 or more including, without limitation, any pension plans,
                profit
                sharing plans, bonus plans, loan agreements, security agreements,
                indemnities and guarantees, any agreements with employees, lessees,
                licensees, managers, accountants, suppliers, agents, distributors,
                officers, directors, attorneys or others which cannot be terminated
                without liability on not more than one month's notice, and those
                contracts
                listed in Schedule “I” hereto.

            


    

    


    
      	 	
              (u)

            	
              “NewCardio
                Accounts Payable and Liabilities”
                means all accounts payable and liabilities of NewCardio, due and
                owing or
                otherwise constituting a binding obligation of NewCardio (other than
                a
                NewCardio Material Contract) as of September 30, 2007 as set forth
                in
                Schedule “J” hereto;

            


    

    


    
      	 	
              (v)

            	
              “NewCardio
                Accounts Receivable”
                means all accounts receivable and other debts owing to NewCardio,
                as of
                September 30, 2007 as set forth in Schedule “K”
                hereto;

            


    

    


    
      	
            	(w)	
              “NewCardio
                Assets“
                means the undertaking and all the property and assets of the NewCardio
                Business of every kind and description wheresoever situated including,
                without limitation, NewCardio Equipment, NewCardio Inventory, NewCardio
                Material Contracts, NewCardio Accounts Receivable, NewCardio Cash,
                NewCardio Intangible Assets and NewCardio Goodwill, and all credit
                cards,
                charge cards and banking cards issued to
                NewCardio;

            


    

    


    
      	
            	(x)	
              “NewCardio
                Bank Accounts”
                means all of the bank accounts, lock boxes and safety deposit boxes
                of
                NewCardio or relating to the NewCardio Business as set forth in Schedule
                “L” hereto; 

            


    


    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

    

    


    
      	
            	(y)	
              “NewCardio
                Bridge Warrants”
                shall mean any warrant to purchase or otherwise acquire shares of
                capital
                stock of NewCardio issued in connection with a NewCardio financing
                transaction upon NewCardio’s consummation of such financing
                event;

            


    

    


    
      	
            	(z)	
              “NewCardio
                Business”
                means all aspects of the business conducted by
                NewCardio;

            


    

    


    
      	
            	(aa)	
              “NewCardio
                Cash”
                means all cash on hand or on deposit to the credit of NewCardio on
                the
                Closing Date;

            


    

    


    
      	
            	(bb)	
              “NewCardio
                Common Warrants”
                shall mean warrants to purchase or otherwise acquire NewCardio Shares,
                which were issued in connection with NewCardio’s Series A-2 Preferred
                Stock financing;

            


    

    


    
      	
            	(cc)	
              “NewCardio
                Debt to Related Parties”
                means the debts owed by NewCardio and its subsidiaries to the NewCardio
                Shareholders or to any family member thereof, or to any affiliate,
                director or officer of NewCardio or the NewCardio Shareholders as
                described in Schedule “M”;

            


    

    


    
      	
            	(dd)	
              “NewCardio
                Equipment”
                means all machinery, equipment, furniture, and furnishings used in
                the
                NewCardio Business, including, without limitation, the items more
                particularly described in Schedule “N”
hereto;

            


    

    


    
      	
            	(ee)	
              “NewCardio
                Financial Statements”
                means collectively, the audited financial statements of NewCardio
                for the
                two fiscal years ended December 31, 2006, together with the unqualified
                auditors' report thereon, and the unaudited consolidated financial
                statements of NewCardio for the nine month period ended September
                30,
                2007, true copies of which are attached as Schedule “O” hereto;
                

            


    

    


    
      	
            	(ff)	
              “NewCardio
                Goodwill”
                means the goodwill of the NewCardio Business together with the exclusive
                right of Marine Park to represent itself as carrying on the NewCardio
                Business in succession of NewCardio subject to the terms hereof,
                and the
                right to use any words indicating that the NewCardio Business is
                so
                carried on including the right to use the name "NewCardio” or “NewCardio
                International" or any variation thereof as part of the name of or
                in
                connection with the NewCardio Business or any part thereof carried
                on or
                to be carried on by NewCardio, the right to all corporate, operating
                and
                trade names associated with the NewCardio Business, or any variations
                of
                such names as part of or in connection with the NewCardio Business,
                all
                telephone listings and telephone advertising contracts, all lists
                of
                customers, books and records and other information relating to the
                NewCardio Business, all necessary licenses and authorizations and
                any
                other rights used in connection with the NewCardio
                Business;

            


    

    


    
      	
            	(gg)	
              “NewCardio
                Insurance Policies”
                means the public liability insurance and insurance against loss or
                damage
                to NewCardio Assets and the NewCardio Business as described in Schedule
                “P” hereto;

            


    

    


    
      	
            	(hh)	
              “NewCardio
                Intangible Assets”
                means all of the intangible assets of NewCardio, including, without
                limitation, NewCardio Goodwill, all trademarks, logos, copyrights,
                designs, and other intellectual and industrial property of NewCardio
                and
                its subsidiaries;

            


    


    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    

     

    
      	
            	(ii)	
              “NewCardio
                Inventory”
                means all inventory and supplies of the NewCardio Business as of
                September
                30, 2007 as set forth in Schedule “Q”
hereto;

            


    

    


    
      	
            	(jj)	
              “NewCardio
                Material Contracts”
                means the burden and benefit of and the right, title and interest
                of
                NewCardio in, to and under all trade and non-trade contracts, engagements
                or commitments, whether written or oral, to which NewCardio is entitled
                in
                connection with the NewCardio Business whereunder NewCardio is obligated
                to pay or entitled to receive the sum of $10,000 or more including,
                without limitation, any pension plans, profit sharing plans, bonus
                plans,
                loan agreements, security agreements, indemnities and guarantees,
                any
                agreements with employees, lessees, licensees, managers, accountants,
                suppliers, agents, distributors, officers, directors, attorneys or
                others
                which cannot be terminated without liability on not more than one
                month's
                notice, and those contracts listed in Schedule “R”
                hereto;

            


    

    


    
      	
            	(kk)	
              “NewCardio
                Option”
                shall mean any option to purchase or otherwise acquire NewCardio
                Shares
                (whether or not vested) outstanding under any NewCardio Option
                Plan;

            


    

    


    
      	
            	(ll)	
              “NewCardio
                Option Plan”
                shall mean (i) NewCardio’s 2004 Equity Incentive Plan and (ii) any other
                compensatory option plans or contracts of NewCardio, including option
                plans or contracts assumed by the NewCardio pursuant to a merger
                or
                acquisition;

            


    

    


    
      	
            	(mm)	
              “NewCardio
                Related Party Debts”
                means the debts owed by the NewCardio Shareholders or by any family
                member
                thereof, or by any affiliate, director or officer of NewCardio or
                the
                NewCardio Shareholders, to NewCardio as described in Schedule “S”;
                

            


    

    


    
      	 	
              (nn)

            	
              “NewCardio
                Shares”
                means all of the issued and outstanding shares of common stock, $0.0001
                par value, of NewCardio, whether or not certificates have been issues
                with
                respect to such shares, and shares of common stock issuable upon
                conversion and/or exercise of all NewCardio Preferred Shares and
                NewCardio
                Convertible Debt;

            


    

    


    
      	 	
              (oo)

            	
              “NewCardio
                Warrants”
                shall mean the NewCardio Common Warrants and the NewCardio Bridge
                Warrants;

            


    

    


    
      	 	
              (pp)

            	
              “Place
                of Closing”
                means the offices of Sichenzia Ross Friedman Ference LLP, or such
                other
                place as Marine Park and NewCardio may mutually agree upon;
                and

            


    

    


    
      	 	
              (qq)

            	
              “Return
                to Treasury Agreement”
                means the Return to Treasury Agreement to be entered into on the
                Closing
                Date between Marine Park and Harborview Master Fund L.P. and Diverse
                Trading Ltd. in the form attached hereto as Exhibit
                “B.”

            


    

    


    Any
      other
      terms defined within the text of this Agreement will have the meanings so
      ascribed to them.

    


    Captions
      and Section Numbers

    


    1.2 The
      headings and section references in this Agreement are for convenience of
      reference only and do not form a part of this Agreement and are not intended
      to
      interpret, define or limit the scope, extent or intent of this Agreement or
      any
      provision thereof.


    
      
        
        

      

      
        -
          5 -

        
          

        

      

      
        
        

      

    

    


    Section
      References and Schedules

    


    1.3 Any
      reference to a particular “Article”, “section”, “paragraph”, “clause” or other
      subdivision is to the particular Article, section, clause or other subdivision
      of this Agreement and any reference to a Schedule by letter will mean the
      appropriate Schedule attached to this Agreement and by such reference the
      appropriate Schedule is incorporated into and made part of this Agreement.
      The
      Schedules to this Agreement are as follows:

    


    Information
      concerning Marine Park

    

      
        	
                Schedule
                  “A”

              	
                Marine
                  Park Accounts Payable and Liabilities

              
	
                Schedule
                  “B”

              	
                Marine
                  Park Accounts Receivable

              
	
                Schedule
                  “C”

              	
                Marine
                  Park Bank Accounts

              
	
                Schedule
                  “D”

              	
                Marine
                  Park Debts to Related Parties

              
	
                Schedule
                  “E”

              	
                Marine
                  Park Equipment

              
	
                Schedule
                  “F”

              	
                Marine
                  Park Financial Statements

              
	
                Schedule
                  “G”

              	
                Marine
                  Park Insurance Policies

              
	
                Schedule
                  “H”

              	
                Marine
                  Park Inventory

              
	
                Schedule
                  “I”

              	
                Marine
                  Park Material Contracts

              


      

    

    


    Information
      concerning NewCardio

    

      
        	
                Schedule
                  “J”

              	
                NewCardio
                  Accounts Payable and Liabilities

              
	
                Schedule
                  “K”

              	
                NewCardio
                  Accounts Receivable

              
	
                Schedule
                  “L”

              	
                NewCardio
                  Bank Accounts

              
	
                Schedule
                  “M”

              	
                NewCardio
                  Debts to Related Parties

              
	
                Schedule
                  “N”

              	
                NewCardio
                  Equipment

              
	
                Schedule
                  “O”

              	
                NewCardio
                  Financial Statements

              
	
                Schedule
                  “P”

              	
                NewCardio
                  Insurance Policies

              
	
                Schedule
                  “Q”

              	
                NewCardio
                  Inventory

              
	
                Schedule
                  “R”

              	
                NewCardio
                  Material Contracts

              
	
                Schedule
                  “S”

              	
                NewCardio
                  Related Party Debts

              


      

    

    


    Exhibits

    

      
        	
                Exhibit
                  “A”

              	
                Share
                  Exchange Structure

              
	
                Exhibit
                  “B”

              	
                Return
                  to Treasury Agreement

              
	
                Exhibit
                  “C”

              	
                Director
                  Nominees

              
	
                Exhibit
                  “D”

              	
                Certificate
                  of Designation

              
	
                Exhibit
                  “E”

              	
                Form
                  of Legal Opinion

              


      

    

    


    Severability
      of Clauses

    


    1.4 If
      any
      part of this Agreement is declared or held to be invalid for any reason, such
      invalidity will not affect the validity of the remainder which will continue
      in
      full force and effect and be construed as if this Agreement had been executed
      without the invalid portion, and it is hereby declared the intention of the
      parties that this Agreement would have been executed without reference to any
      portion which may, for any reason, be hereafter declared or held to be
      invalid.


    
      
        
        

      

      
        -
          6 -

        
          

        

      

      
        
        

      

    

    


    ARTICLE
      2

    THE
      ACQUISITION

    


    Sale
      of Shares

    


    2.1 The
      NewCardio Shareholders hereby agree to sell to Marine Park the NewCardio Shares
      in exchange for the Acquisition Shares on the Closing Date and to transfer
      to
      Marine Park on the Closing Date a 100% undivided interest in and to the
      NewCardio Shares free from all liens, mortgages, charges, pledges, encumbrances
      or other burdens with all rights now or thereafter attached
      thereto.

    


    
      	
              2.2

            	
              Treatment
                of NewCardio Options.

            


    

    


    (a) At
      the
      Closing, by virtue of the transactions contemplated hereunder and without any
      action on the part of the holders of any shares of NewCardio Options, each
      NewCardio Option that is issued and outstanding immediately prior to the Closing
      Date, whether or not then exercisable, will be assumed by Marine Park and
      converted automatically into an option to purchase Marine Park Common Shares
      (“Assumed
      Options”)
      as set
      forth below. Each Assumed Option will continue to have, and be subject to,
      the
      same terms and conditions set forth in the NewCardio Option Plan and the
      agreements evidencing the grant thereof immediately prior to the Closing Date,
      including provisions with respect to vesting and the number of whole shares
      they
      shall be exercisable for of Marine Park Common Shares.
      It is
      the intention of the parties that each Assumed Option that qualified as an
      incentive stock option (as defined in Section 422 of the Code) shall continue
      to
      so qualify, to the maximum extent permissible, following the Closing
      Date.

    


    (b) Promptly
      following the Closing Date, Marine Park shall issue to each holder of a
      NewCardio Option that was assumed by Marine Park pursuant to Section 2.2(a)
      a
      document evidencing the assumption of such NewCardio Option by Marine
      Park.

    


    (c) Following
      the Closing Date, Marine Park will be able to grant stock awards, to the extent
      permissible by applicable Law and regulations, under the terms of the NewCardio
      Option Plan or the terms of another plan adopted by Marine Park to issue the
      reserved but unissued NewCardio Shares under such NewCardio Option Plan and
      the
      shares that would otherwise return to the NewCardio Option Plan pursuant to
      Section 4(b) thereof (which provides that NewCardio Shares subject to
      unexercised portions of any award granted thereunder that expires or otherwise
      terminates will return and may be used for awards to be granted under the
      NewCardio Option Plan), except that (i) NewCardio Shares covered by such awards
      will be shares of Marine Park Common Shares and (ii) all references to a number
      of NewCardio Shares will be changed to reference Marine Park Common Shares.
      Notwithstanding the foregoing, neither NewCardio, nor any NewCardio Stockholder,
      nor any holder of a NewCardio Option, makes any representation or warranty
      or
      shall have any obligation or any liability whatsoever, including without
      limitation any indemnification obligation under this Agreement, or be required
      to take any action with respect to or arising out of this Section 2.2(c).

    


    
      	
              2.3

            	
              Treatment
                of NewCardio Warrants.

            


    

    


    (a) At
      the
      Closing, by virtue of the transactions contemplated hereunder and without any
      action on the part of the holders of any shares of NewCardio Warrants, each
      NewCardio Warrant that is issued and outstanding immediately prior to the
      Closing Date will be assumed by Marine Park and converted automatically into
      a
      warrant to purchase a number of shares of Marine Park Common Shares as set
      forth
      in the agreements evidencing such NewCardio Warrant at the exercise price set
      forth in the agreements evidencing such NewCardio Warrant.


    
      
        
        

      

      
        -
          7 -

        
          

        

      

      
        
        

      

    

    


    (b) Promptly
      following the Closing Date, Marine Park shall issue to each holder of a
      NewCardio Warrant that was assumed by Marine Park pursuant to
      Section 2.3(a) a
      document evidencing the assumption of such NewCardio Warrant by Marine
      Park.

    


    2.4 Treatment
      of Restricted Stock Grants.
      Notwithstanding anything herein to the contrary, each NewCardio Shareholder
      who
      originally purchased NewCardio Shares pursuant to a restricted stock purchase
      agreement or other agreement, in any case outside the NewCardio Option Plan,
      which provides for the release or vesting of such NewCardio Shares over the
      course of time, and as of the Closing Date, all or any portion of the
      Acquisition Shares exchange therewith shall remain subject to release or vesting
      pursuant to such agreement, and such NewCardio Shareholder agrees that the
      portion of Acquisition Shares remaining subject to release or vesting as of
      the
      Closing Date shall continue to remain subject to release or vesting upon and
      following the Closing Date subject to the terms and conditions set forth in
      the
      agreement through which such NewCardio Shares were originally issued. At the
      Closing, by virtue of the transactions contemplated hereunder and without any
      action on the part of the holders of any such NewCardio Shares, Marine Park
      shall assume all of NewCardio’s rights and obligations under such agreements
      with respect to the release or vesting of such Acquisition Shares upon and
      following the Closing Date.

    


    2.5 Treatment
      of NewCardio Preferred Shares and NewCardio Convertible
      Debt.
      On the
      Closing Date, by virtue of the sale to Marine Park of the NewCardio Shares
      in
      exchange for the Acquisition Shares, the NewCardio Shareholders who previously
      held NewCardio Preferred Shares and/or NewCardio Convertible Debt hereby confirm
      the conversion thereof and agree that such NewCardio Preferred Shares and/or
      NewCardio Convertible Debt shall automatically be cancelled and extinguished,
      without any action on the part of the holder thereof, in exchange for the right
      to receive the Acquisition Shares at the Closing. All such NewCardio Preferred
      Shares and/or NewCardio Convertible Debt shall no longer be outstanding and
      shall automatically be cancelled and retired and shall cease to exist, and
      each
      holder thereof shall cease to have any rights with respect thereto, except
      the
      right to receive the Acquisition Shares paid in consideration therefor upon
      the
      surrender of such in accordance with this Agreement. Furthermore, the NewCardio
      Shareholders hereby waive any requirement or obligation of NewCardio to provided
      any notice or take any other actions with respect to the conversion of the
      NewCardio Preferred Shares and/or NewCardio Convertible Debt. 

    


    Allocation
      of Consideration

    


    2.6 The
      Acquisition Shares shall be allocated to the NewCardio Shareholders on the
      basis
      of one Acquisition Share for each one NewCardio Share held by a NewCardio
      Shareholder as set forth in Schedule 2.2 attached hereto.

    


    Adherence
      with Applicable Securities Laws

    


    2.7 The
      NewCardio Shareholders agree that they are acquiring the Acquisition Shares
      for
      investment purposes and will not offer, sell or otherwise transfer, pledge
      or
      hypothecate any of the Acquisition Shares issued to them (other than pursuant
      to
      an effective Registration Statement under the Securities
      Act of 1933,
      as
      amended) directly or indirectly unless:

    


    
      	 	
              (a)

            	
              the
                sale is to Marine Park;

            


    

    


    
      	 	
              (b)

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities
                Act of 1933, as amended,
                provided by Rule 144 thereunder; or

            


    

    


    
      	 	
              (c)

            	
              the
                Acquisition Shares are sold in a transaction that does not require
                registration under the Securities
                Act of 1933, as amended,
                or
                any applicable United States state laws and regulations governing
                the
                offer and sale of securities, and the vendor has furnished to Marine
                Park
                an opinion of counsel to that effect or such other written opinion
                as may
                be reasonably required by Marine
                Park.

            


    


    
      
        
        

      

      
        -
          8 -

        
          

        

      

      
        
        

      

    

    


    The
      NewCardio Shareholders acknowledge that the certificates representing the
      Acquisition Shares shall bear the following legend:

    


    NO
      SALE,
      OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
      BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
      1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
      SAID SHARES.

    


    ARTICLE
      3

    REPRESENTATIONS
      AND WARRANTIES

    OF
      MARINE PARK

    


    Representations
      and Warranties

    


    3.1 Marine
      Park hereby represents and warrants in all material respects to NewCardio and
      the NewCardio Shareholders, with the intent that NewCardio and the NewCardio
      Shareholders will rely thereon in entering into this Agreement and in approving
      and completing the transactions contemplated hereby, that:

    


    Marine
      Park - Corporate Status and Capacity

    


    
      	
            	(a)	
              Incorporation.
                Marine Park is a corporation duly incorporated and validly subsisting
                under the laws of the State of Delaware and in good standing with
                the
                office of the Secretary of State for the State of
                Delaware;

            


    

    


    
      	
            	(b)	
              Carrying
                on Business.
                Marine Park conducts the business described in its filings with the
                Securities and Exchange Commission and does not conduct any other
                business. Marine Park is duly authorized to carry on such business
                in the
                State of New York. The nature of the Marine Park Business does not
                require
                Marine Park to register or otherwise be qualified to carry on business
                in
                any other jurisdictions;

            


    

    


    
      	
            	(c)	
              Corporate
                Capacity.
                Marine Park has the corporate power, capacity and authority to own
                the
                Marine Park Assets and to enter into and complete this
                Agreement;

            


    

    


    
      	
            	(d)	
              Reporting
                Status; Listing.
                Marine Park is required to file current reports with the Securities
                and
                Exchange Commission pursuant to section 15(d) of the Securities Exchange
                Act of 1934, Marine Park filed a registeration statement under the
                Securities Act of 1933 and are quoted on the Over-the-Counter Bulletin
                Board, and all reports required to be filed by Marine Park with the
                Securities and Exchange Commission or NASD have been filed;
                

            


    


    
      
        
        

      

      
        -
          9 -

        
          

        

      

      
        
        

      

    

     

    Marine
      Park - Capitalization

    


    
      	
            	(e)	
              Authorized
                Capital.
                The authorized capital of Marine Park consists of 99,000,000 Marine
                Park
                Common Shares, $0.001 par value and 1,000,000 shares of preferred
                stock,
                $0.001 par value, of which 10,940,000 Marine Park Common Shares,
                and no
                shares of preferred stock are presently issued and
                outstanding;

            


    

    


    
      	
            	(f)	
              No
                Option, Warrant or Other Right.
                No person, firm or corporation has any agreement, option, warrant,
                preemptive right or any other right capable of becoming an agreement,
                option, warrant or right for the acquisition of Marine Park Common
                Shares
                or for the purchase, subscription or issuance of any of the unissued
                shares in the capital of Marine
                Park;

            


    

    


    Marine
      Park - Records and Financial Statements

    


    
      	 	
              (g)

            	
              Charter
                Documents.
                The charter documents of Marine Park and its subsidiaries have not
                been
                altered since the incorporation of each, respectively, except as
                filed in
                the record books of Marine Park or its subsidiaries, as the case
                may
                be;

            


    

    


    
      	 	
              (h)

            	
              Corporate
                Minute Books.
                The corporate minute books of Marine Park and its subsidiaries are
                complete and each of the minutes contained therein accurately reflect
                the
                actions that were taken at a duly called and held meeting or by consent
                without a meeting. All actions by Marine Park and its subsidiaries
                which
                required director or shareholder approval are reflected on the corporate
                minute books of Marine Park and its subsidiaries. Marine Park and
                its
                subsidiaries are not in violation or breach of, or in default with
                respect
                to, any term of their respective Certificates of Incorporation (or
                other
                charter documents) or by-laws.

            


    

    


    
      	 	
              (i)

            	
              Marine
                Park Financial Statements.
                The Marine Park Financial Statements present fairly, in all material
                respects, the assets and liabilities (whether accrued, absolute,
                contingent or otherwise) of Marine Park, on a consolidated basis,
                as of
                the respective dates thereof, and the sales and earnings of the Marine
                Park Business during the periods covered thereby, in all material
                respects
                and have been prepared in substantial accordance with generally accepted
                accounting principles consistently
                applied;

            


    

    


    
      	 	
              (j)

            	
              Marine
                Park Accounts Payable and Liabilities.
                There are no material liabilities, contingent or otherwise, of Marine
                Park
                or its subsidiaries which are not disclosed in Schedule “A” hereto or
                reflected in the Marine Park Financial Statements except those incurred
                in
                the ordinary course of business since the date of the said schedule
                and
                the Marine Park Financial Statements, and neither Marine Park nor
                its
                subsidiaries have guaranteed or agreed to guarantee any debt, liability
                or
                other obligation of any person, firm or corporation. Without limiting
                the
                generality of the foregoing, all accounts payable and liabilities
                of
                Marine Park as of September 30, 2007, are described in Schedule “A”
                hereto;

            


    

    


    
      	 	
              (k)

            	
              Marine
                Park Accounts Receivable.
                All the Marine Park Accounts Receivable result from bona fide business
                transactions and services actually rendered without, to the knowledge
                and
                belief of Marine Park, any claim by the obligor for set-off or
                counterclaim. Without limiting the generality of the foregoing, all
                accounts receivable of Marine Park as of September 30, 2007, are
                described
                in Schedule “B” hereto;

            


    

    


    
      	 	
              (l)

            	
              Marine
                Park Bank Accounts.
                All of the Marine Park Bank Accounts, their location, numbers and
                the
                authorized signatories thereto are as set forth in Schedule “C”
                hereto;

            


    


    
      
        
        

      

      
        -
          10 -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (m)

            	
              No
                Debt to Related Parties.
                Except as disclosed in Schedule “D” hereto, neither Marine Park nor any of
                its subsidiaries is, and on Closing will not be, indebted to any
                affiliate, director or officer of Marine Park except accounts payable
                on
                account of bona fide business transactions of Marine Park incurred
                in
                normal course of the Marine Park Business, including employment
                agreements, none of which are more than 30 days in
                arrears;

            


    

    


    
      	 	
              (n)

            	
              No
                Related Party Debt to Marine Park.
                No director or officer or affiliate of Marine Park is now indebted
                to or
                under any financial obligation to Marine Park or any subsidiary on
                any
                account whatsoever, except for advances on account of travel and
                other
                expenses not exceeding $1,000 in
                total;

            


    

    


    
      	 	
              (o)

            	
              No
                Dividends.
                No dividends or other distributions on any shares in the capital
                of Marine
                Park have been made, declared or authorized since the date of Marine
                Park
                Financial Statements;

            


    

    


    
      	 	
              (p)

            	
              No
                Payments.
                No payments of any kind have been made or authorized since the date
                of the
                Marine Park Financial Statements to or on behalf of officers, directors,
                shareholders or employees of Marine Park or its subsidiaries or under
                any
                management agreements with Marine Park or its subsidiaries, except
                payments made in the ordinary course of business and at the regular
                rates
                of salary or other remuneration payable to
                them;

            


    

    


    
      	 	
              (q)

            	
              No
                Pension Plans.
                There are no pension, profit sharing, group insurance or similar
                plans or
                other deferred compensation plans affecting Marine
                Park;

            


    

    


    
      	 	
              (r)

            	
              No
                Adverse Events.
                Since the date of the Marine Park Financial
                Statements

            


    

    


    
      	 	
              (i)

            	
              there
                has not been any material adverse change in the consolidated financial
                position or condition of Marine Park, its subsidiaries, its liabilities
                or
                the Marine Park Assets or any damage, loss or other change in
                circumstances materially affecting Marine Park, the Marine Park Business
                or the Marine Park Assets or Marine Park’ right to carry on the Marine
                Park Business, other than changes in the ordinary course of
                business,

            


    

    


    
      	 	
              (ii)

            	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) materially and adversely affecting Marine Park,
                its
                subsidiaries, the Marine Park Business or the Marine Park
                Assets,

            


    

    


    
      	 	
              (iii)

            	
              there
                has not been any material increase in the compensation payable or
                to
                become payable by Marine Park to any of Marine Park’ officers, employees
                or agents or any bonus, payment or arrangement made to or with any
                of
                them,

            


    

    


    
      	 	
              (iv)

            	
              the
                Marine Park Business has been and continues to be carried on in the
                ordinary course,

            


    

    


    
      	 	
              (v)

            	
              Marine
                Park has not waived or surrendered any right of material
                value,

            


    

    


    
      	 	
              (vi)

            	
              neither
                Marine Park nor its subsidiaries have discharged or satisfied or
                paid any
                lien or encumbrance or obligation or liability other than current
                liabilities in the ordinary course of business,
                and

            


    


    
      
        
        

      

      
        -
          11 -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (vii)

            	
              no
                capital expenditures in excess of $10,000 individually or $30,000
                in total
                have been authorized or made.

            


    

    


    Marine
      Park - Income Tax Matters

    


    
      	
            	(s)	
              Tax
                Returns.
                All tax returns and reports of Marine Park and its subsidiaries required
                by law to be filed have been filed and are true, complete and correct,
                and
                any taxes payable in accordance with any return filed by Marine Park
                and
                its subsidiaries or in accordance with any notice of assessment or
                reassessment issued by any taxing authority have been so
                paid;

            


    

    


    
      	
            	(t)	
              Current
                Taxes.
                Adequate provisions have been made for taxes payable for the current
                period for which tax returns are not yet required to be filed and
                there
                are no agreements, waivers, or other arrangements providing for an
                extension of time with respect to the filing of any tax return by,
                or
                payment of, any tax, governmental charge or deficiency by Marine
                Park or
                its subsidiaries. Marine Park is not aware of any contingent tax
                liabilities or any grounds which would prompt a reassessment including
                aggressive treatment of income and expenses in filing earlier tax
                returns;

            


    

    


    Marine
      Park - Applicable Laws and Legal Matters

    


    
      	
            	(u)	
              Licenses.
                Marine Park and its subsidiaries hold all licenses and permits as
                may be
                requisite for carrying on the Marine Park Business in the manner
                in which
                it has heretofore been carried on, which licenses and permits have
                been
                maintained and continue to be in good standing except where the failure
                to
                obtain or maintain such licenses or permits would not have a material
                adverse effect on the Marine Park
                Business;

            


    

    


    
      	 	
              (v)

            	
              Applicable
                Laws.
                Neither Marine Park nor its subsidiaries have been charged with or
                received notice of breach of any laws, ordinances, statutes, regulations,
                by-laws, orders or decrees to which they are subject or which apply
                to
                them the violation of which would have a material adverse effect
                on the
                Marine Park Business, and neither Marine Park nor its subsidiaries
                are in
                breach of any laws, ordinances, statutes, regulations, bylaws, orders
                or
                decrees the contravention of which would result in a material adverse
                impact on the Marine Park Business;

            


    

    


    
      	 	
              (w)

            	
              Pending
                or Threatened Litigation.
                There is no material litigation or administrative or governmental
                proceeding pending or threatened against or relating to Marine Park,
                its
                subsidiaries, the Marine Park Business, or any of the Marine Park
                Assets
                nor does Marine Park have any knowledge of any deliberate act or
                omission
                of Marine Park or its subsidiaries that would form any material basis
                for
                any such action or proceeding;

            


    

    


    
      	 	
              (x)

            	
              No
                Bankruptcy.
                Neither Marine Park nor its subsidiaries have made any voluntary
                assignment or proposal under applicable laws relating to insolvency
                and
                bankruptcy and no bankruptcy petition has been filed or presented
                against
                Marine Park or its subsidiaries and no order has been made or a resolution
                passed for the winding-up, dissolution or liquidation of Marine Park
                or
                its subsidiaries; 

            


    

    


    
      	 	
              (y)

            	
              Labor
                Matters.
                Neither Marine Park nor its subsidiaries are party to any collective
                agreement relating to the Marine Park Business with any labor union
                or
                other association of employees and no part of the Marine Park Business
                has
                been certified as a unit appropriate for collective bargaining or,
                to the
                knowledge of Marine Park, has made any attempt in that
                regard;

            


    


    
      
        
        

      

      
        -
          12 -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (z)

            	
              Finder's
                Fees.
                Neither Marine Park nor its subsidiaries are party to any agreement
                which
                provides for the payment of finder's fees, brokerage fees, commissions
                or
                other fees or amounts which are or may become payable to any third
                party
                in connection with the execution and delivery of this Agreement and
                the
                transactions contemplated herein;

            


    

    


    Execution
      and Performance of Agreement

    


    
      	
            	(aa)	
              Authorization
                and Enforceability.
                The execution and delivery of this Agreement, and the completion
                of the
                transactions contemplated hereby, have been duly and validly authorized
                by
                all necessary corporate action on the part of Marine
                Park;

            


    

    


    
      	
            	(bb)	
              No
                Violation or Breach.
                The execution and performance of this Agreement will
                not:

            


    

    


    
      	 	
              (i)

            	
              violate
                the charter documents of Marine Park or result in any breach of,
                or
                default under, any loan agreement, mortgage, deed of trust, or any
                other
                agreement to which Marine Park or its subsidiaries are
                party,

            


    

    


    
      	 	
              (ii)

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, the Marine Park Material Contracts, or any right
                or
                rights enjoyed by Marine Park or its
                subsidiaries,

            


    

    


    
      	 	
              (iii)

            	
              result
                in any alteration of Marine Park’ or its subsidiaries’ obligations under
                any agreement to which Marine Park or its subsidiaries are party
                including, without limitation, the Marine Park Material
                Contracts,

            


    

    


    
      	 	
              (iv)

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                Marine
                Park Assets,

            


    

    


    
      	 	
              (v)

            	
              result
                in the imposition of any tax liability to Marine Park or its subsidiaries
                relating to the Marine Park Assets,
                or

            


    

    


    
      	 	
              (vi)

            	
              violate
                any court order or decree to which either Marine Park or its subsidiaries
                are subject;

            


    

    


    Marine
      Park Assets - Ownership and Condition

    


    
      	
            	(cc)	
              Business
                Assets.
                The Marine Park Assets comprise all of the property and assets of
                the
                Marine Park Business, and no other person, firm or corporation owns
                any
                assets used by Marine Park or its subsidiaries in operating the Marine
                Park Business, whether under a lease, rental agreement or other
                arrangement, other than as disclosed in Schedules “E” or “H”
                hereto;

            


    

    


    
      	 	
              (dd)

            	
              Title.
                Marine Park or its subsidiaries are the legal and beneficial owner
                of the
                Marine Park Assets, free and clear of all mortgages, liens, charges,
                pledges, security interests, encumbrances or other claims whatsoever,
                save
                and except as disclosed in Schedules “E” or “H”
                hereto;

            


    

    


    
      	
            	(ee)	
              No
                Option.
                No person, firm or corporation has any agreement or option or a right
                capable of becoming an agreement for the purchase of any of the Marine
                Park Assets;

            


    


    
      
        
        

      

      
        -
          13 -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ff)

            	
              Marine
                Park Insurance Policies.
                Marine Park and its subsidiaries maintain the public liability insurance
                and insurance against loss or damage to the Marine Park Assets and
                the
                Marine Park Business as described in Schedule “G”
                hereto;

            


    

    


    
      	
            	(gg)	
              Marine
                Park Material Contracts.
                The Marine Park Material Contracts listed in Schedule “I” constitute all
                of the material contracts of Marine Park and its
                subsidiaries;

            


    

    


    
      	
            	(hh)	
              No
                Default.
                There has not been any default in any material obligation of Marine
                Park
                or any other party to be performed under any of the Marine Park Material
                Contracts, each of which is in good standing and in full force and
                effect
                and unamended (except as disclosed in Schedule “I” hereto), and Marine
                Park is not aware of any default in the obligations of any other
                party to
                any of the Marine Park Material
                Contracts;

            


    

    


    
      	
            	(ii)	
              No
                Compensation on Termination.
                There are no agreements, commitments or understandings relating to
                severance pay or separation allowances on termination of employment
                of any
                employee of Marine Park or its subsidiaries. Neither Marine Park
                nor its
                subsidiaries are obliged to pay benefits or share profits with any
                employee after termination of employment except as required by
                law;

            


    

    


    Marine
      Park Assets - Marine Park Equipment

    


    
      	 	
              (jj)

            	
              Marine
                Park Equipment.
                The Marine Park Equipment has been maintained in a manner consistent
                with
                that of a reasonably prudent owner and such equipment is in good
                working
                condition;

            


    

    


    Marine
      Park Assets - Marine Park Goodwill and Other Assets

    


    
      	
            	(kk)	
              Marine
                Park Goodwill.
                Marine Park and its subsidiaries do not carry on the Marine Park
                Business
                under any other business or trade names. Marine Park does not have
                any
                knowledge of any infringement by Marine Park or its subsidiaries
                of any
                patent, trademarks, copyright or trade
                secret;

            


    

    


    Marine
      Park Business

    


    
      	
            	(ll)	
              Maintenance
                of Business.
                Since the date of the Marine Park Financial Statements, Marine Park
                and
                its subsidiaries have not entered into any material agreement or
                commitment except in the ordinary course and except as disclosed
                herein;

            


    

    


    
      	
            	(mm)	
              Subsidiaries.
                Marine Park does not own any subsidiaries and does not otherwise
                own,
                directly or indirectly, any shares or interest in any other corporation,
                partnership, joint venture or firm;
                and

            


    

    


    Marine
      Park - Acquisition Shares

    


    
      	
            	(nn)	
              Acquisition
                Shares.
                The Acquisition Shares when delivered to the NewCardio Shareholders
                pursuant to the Acquisition shall be validly issued and outstanding
                as
                fully paid and non-assessable shares and the Acquisition Shares shall
                be
                transferable upon the books of Marine Park, in all cases subject
                to the
                provisions and restrictions of all applicable securities
                laws.

            


    


    
      
        
        

      

      
        -
          14 -

        
          

        

      

      
        
        

      

    

     

    Non-Merger
      and Survival

    


    3.2 The
      representations and warranties of Marine Park contained herein will be true
      at
      and as of Closing in all material respects as though such representations and
      warranties were made as of such time. Notwithstanding the completion of the
      transactions contemplated hereby, the waiver of any condition contained herein
      (unless such waiver expressly releases a party from any such representation
      or
      warranty) or any investigation made by NewCardio or the NewCardio Shareholders,
      the representations and warranties of Marine Park shall survive the Closing.
      

    


    Indemnity

    


    3.3 Marine
      Park agrees to indemnify and save harmless NewCardio and the NewCardio
      Shareholders from and against any and all claims, demands, actions, suits,
      proceedings, assessments, judgments, damages, costs, losses and expenses,
      including any payment made in good faith in settlement of any claim (subject
      to
      the right of Marine Park to defend any such claim), resulting from the breach
      by
      it of any representation or warranty made under this Agreement or from any
      misrepresentation in or omission from any certificate or other instrument
      furnished or to be furnished by Marine Park to NewCardio or the NewCardio
      Shareholders hereunder.

    


    


    ARTICLE
      4

    COVENANTS
      OF MARINE PARK

    


    Covenants

    


    4.1 Marine
      Park covenants and agrees with NewCardio and the NewCardio Shareholders that
      it
      will:

    


    
      	 	
              (a)

            	
              Conduct
                of Business.
                Until the Closing, conduct the Marine Park Business diligently and
                in the
                ordinary course consistent with the manner in which the Marine Park
                Business generally has been operated up to the date of execution
                of this
                Agreement; 

            


    

    


    
      	 	
              (b)

            	
              Preservation
                of Business.
                Until the Closing, use its best efforts to preserve the Marine Park
                Business and the Marine Park Assets and, without limitation, preserve
                for
                NewCardio Marine Park’s and its subsidiaries’ relationships with any third
                party having business relations with
                them;

            


    

    


    
      	 	
              (c)

            	
              Access.
                Until the Closing, give NewCardio, the NewCardio Shareholders, and
                their
                representatives full access to all of the properties, books, contracts,
                commitments and records of Marine Park, and furnish to NewCardio,
                the
                NewCardio Shareholders and their representatives all such information
                as
                they may reasonably request; and

            


    

    


    
      	 	
              (d)

            	
              Procure
                Consents.
                Until the Closing, take all reasonable steps required to obtain,
                prior to
                Closing, any and all third party consents required to permit the
                Acquisition and to preserve and maintain the Marine Park Assets
                notwithstanding the change in control of NewCardio arising from the
                Acquisition.

            


    

    


    Authorization

    


    4.2 Marine
      Park hereby agrees to authorize and direct any and all federal, state,
      municipal, foreign and international governments and regulatory authorities
      having jurisdiction respecting Marine Park and its subsidiaries to release
      any
      and all information in their possession respecting Marine Park and its
      subsidiaries to the NewCardio Shareholders. Marine Park shall promptly execute
      and deliver to the NewCardio Shareholders any and all consents to the release
      of
      information and specific authorizations which the NewCardio Shareholders
      reasonably requires to gain access to any and all such
      information.


    
      
        
        

      

      
        -
          15 -

        
          

        

      

      
        
        

      

    


    


    Survival

    


    4.3 The
      covenants set forth in this Article shall survive the Closing for the benefit
      of
      NewCardio and the NewCardio Shareholders.

    


    


    ARTICLE
      5

    REPRESENTATIONS
      AND WARRANTIES OF

    NEWCARDIO
      AND THE NEWCARDIO SHAREHOLDERS

    


    Representations
      and Warranties

    


    5.1 NewCardio
      and the NewCardio Shareholders hereby represent and warrant in all material
      respects to Marine Park, with the intent that it will rely thereon in entering
      into this Agreement and in approving and completing the transactions
      contemplated hereby, that: 

    


    NewCardio
      - Company Status and Capacity

    


    
      	 	
              (a)

            	
              Formation.
                NewCardio is a corporation duly incorporated and validly subsisting
                under
                the laws of the State of Delaware and in good standing with the office
                of
                the Secretary of State for the State of
                Delaware;

            


    

    


    
      	 	
              (b)

            	
              Carrying
                on Business.
                NewCardio carries on the NewCardio Business primarily in the State
                of
                California and does not carry on any material business activity in
                any
                other jurisdiction. The nature of the NewCardio Business does not
                require
                NewCardio to register or otherwise be qualified to carry on business
                in
                any other jurisdiction;

            


    

    


    
      	 	
              (c)

            	
              Legal
                Capacity.
                NewCardio has the legal power, capacity and authority to own NewCardio
                Assets, to carry on the Business of NewCardio and to enter into and
                complete this Agreement;

            


    

    


    NewCardio
      - Capitalization

    


    
      	 	
              (d)

            	
              Authorized
                Capital.
                The authorized capital of NewCardio consists of 40,000,000 shares
                of
                common stock, $0.0001 par value;

            


    

    


    
      	 	
              (e)

            	
              Ownership
                of NewCardio Common Shares.
                The issued and outstanding shares of NewCardio common stock will
                on
                Closing consist of 10,507,300 shares of common stock, $0.001 par
                value,
                (being the NewCardio Common Shares), which shares on Closing shall
                be
                validly issued and outstanding as fully paid and non-assessable shares.
                The NewCardio Shareholders at Closing will be the registered and
                beneficial owners of the NewCardio Common Shares. The NewCardio Common
                Shares owned by the NewCardio Shareholders will on Closing be free
                and
                clear of any and all liens, charges, pledges, encumbrances, restrictions
                on transfer and adverse claims
                whatsoever;

            


    

    


    
      	 	
              (f)

            	
              Ownership
                of NewCardio Preferred Shares.
                The issued and outstanding shares of NewCardio preferred stock will
                on
                Closing consist of 7,155,206 shares of preferred stock, $0.001 par
                value,
                (being the NewCardio Preferred Shares), which shares on Closing shall
                be
                validly issued and outstanding as fully paid and non-assessable shares.
                The NewCardio Shareholders at Closing will be the registered and
                beneficial owners of the NewCardio Preferred Shares. The NewCardio
                Preferred Shares owned by the NewCardio Shareholders will on Closing
                be
                free and clear of any and all liens, charges, pledges, encumbrances,
                restrictions on transfer and adverse claims
                whatsoever;

            


    


    
      
        
        

      

      
        -
          16 -

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              (g)

            	
              Options,
                Warrants or Other Rights.
                Except for the NewCardio Convertible Securities and the NewCardio
                Convertible Debt, no person, firm or corporation has any agreement,
                option, warrant, preemptive right or any other right capable of becoming
                an agreement, option, warrant or right for the acquisition of NewCardio
                Common Shares held by the NewCardio Shareholders or for the purchase,
                subscription or issuance of any of the unissued shares in the capital
                of
                NewCardio. The NewCardio Shareholders at Closing will be the registered
                and beneficial owners of the NewCardio Convertible Securities and
                the
                NewCardio Convertible Debt. The NewCardio Convertible Securities
                and the
                NewCardio Convertible Debt owned by the NewCardio Shareholders will
                on
                Closing be free and clear of any and all liens, charges, pledges,
                encumbrances, restrictions on transfer and adverse claims whatsoever;
                

            


    

    


    
      	 	
              (h)

            	
              No
                Restrictions.
                There are no restrictions on the transfer, sale or other disposition
                of
                NewCardio Shares contained in the charter documents of NewCardio
                or under
                any agreement;

            


    

    


    NewCardio
      - Records and Financial Statements

    


    
      	 	
              (i)

            	
              Charter
                Documents.
                The charter documents of NewCardio have not been altered since its
                formation date, except as filed in the record books of
                NewCardio;

            


    

    


    
      	 	
              (j)

            	
              Minute
                Books.
                The minute books of NewCardio are complete and each of the minutes
                contained therein accurately reflect the actions that were taken
                at a duly
                called and held meeting or by consent without a meeting. All actions
                by
                NewCardio which required director or shareholder approval are reflected
                on
                the corporate minute books of NewCardio. NewCardio is not in violation
                or
                breach of, or in default with respect to, any term of its Certificate
                of
                Incorporation (or other charter documents) or
                by-laws.

            


    

    


    
      	 	
              (k)

            	
              NewCardio
                Financial Statements.
                The NewCardio Financial Statements present fairly, in all material
                respects, the assets and liabilities (whether accrued, absolute,
                contingent or otherwise) of NewCardio as of the date thereof, and
                the
                sales and earnings of the NewCardio Business during the periods covered
                thereby, in all material respects, and have been prepared in substantial
                accordance with generally accepted accounting principles consistently
                applied;

            


    

    


    
      	 	
              (l)

            	
              NewCardio
                Accounts Payable and Liabilities.
                There are no material liabilities, contingent or otherwise, of NewCardio
                which are not disclosed in Schedule “J” hereto or reflected in the
                NewCardio Financial Statements except those incurred in the ordinary
                course of business since the date of the said schedule and the NewCardio
                Financial Statements, and NewCardio has not guaranteed or agreed
                to
                guarantee any debt, liability or other obligation of any person,
                firm or
                corporation. Without limiting the generality of the foregoing, all
                accounts payable and liabilities of NewCardio as of September 30,
                2007 are
                described in Schedule “J” hereto;

            


    

    


    
      	 	
              (m)

            	
              NewCardio
                Accounts Receivable.
                All the NewCardio Accounts Receivable result from bona fide business
                transactions and services actually rendered without, to the knowledge
                and
                belief of the NewCardio Shareholders, any claim by the obligor for
                set-off
                or counterclaim. Without limiting the generality of the foregoing,
                all
                accounts receivable of NewCardio as of September 30, 2007, are described
                in Schedule “K” hereto;

            


    


    
      
        
        

      

      
        -
          17 -

        
          

        

      

      
        
        

      

    


    


    


    
      	 	
              (n)

            	
              NewCardio
                Bank Accounts.
                All of the NewCardio Bank Accounts, their location, numbers and the
                authorized signatories thereto are as set forth in Schedule “L”
                hereto;

            


    

    


    
      	 	
              (o)

            	
              No
                Debt to Related Parties.
                Except as disclosed in Schedule “M” hereto, NewCardio is not and on
                Closing will not be, indebted to the NewCardio Shareholders nor to
                any
                family member thereof, nor to any affiliate, director or officer
                of
                NewCardio or the NewCardio Shareholders except accounts payable on
                account
                of bona fide business transactions of NewCardio incurred in normal
                course
                of NewCardio Business, including employment agreements with the NewCardio
                Shareholders, none of which are more than 30 days in
                arrears;

            


    

    


    
      	 	
              (p)

            	
              No
                Related Party Debt to NewCardio.
                Except as set forth on Schedule ”M” hereto, no NewCardio Shareholder nor
                any director, officer or affiliate of NewCardio is now indebted to
                or
                under any financial obligation to NewCardio on any account whatsoever,
                except for advances on account of travel and other expenses not exceeding
                $5,000 in total;

            


    

    


    
      	 	
              (q)

            	
              No
                Dividends.
                No dividends or other distributions on any shares in the capital
                of
                NewCardio have been made, declared or authorized since the date of
                the
                NewCardio Financial Statements;

            


    

    


    
      	 	
              (r)

            	
              No
                Payments.
                No payments of any kind have been made or authorized since the date
                of the
                NewCardio Financial Statements to or on behalf of the NewCardio
                Shareholders or to or on behalf of officers, directors, shareholders
                or
                employees of NewCardio or under any management agreements with NewCardio,
                except payments made in the ordinary course of business and at the
                regular
                rates of salary or other remuneration payable to
                them;

            


    

    


    
      	 	
              (s)

            	
              No
                Pension Plans.
                There are no pension, profit sharing, group insurance or similar
                plans or
                other deferred compensation plans affecting NewCardio, except as
                set forth
                in the NewCardio Financial
                Statements;

            


    

    


    
      	 	
              (t)

            	
              No
                Adverse Events.
                Since the date of the NewCardio Financial
                Statements:

            


    

    


    
      	 	
              (i)

            	
              there
                has not been any material adverse change in the consolidated financial
                position or condition of NewCardio, its liabilities or the NewCardio
                Assets or any damage, loss or other change in circumstances materially
                affecting NewCardio, the NewCardio Business or the NewCardio Assets
                or
                NewCardio’s right to carry on the NewCardio Business, other than changes
                in the ordinary course of business,


            


    

    


    
      	 	
              (ii)

            	
              there
                has not been any damage, destruction, loss or other event (whether
                or not
                covered by insurance) materially and adversely affecting NewCardio,
                the
                NewCardio Business or the NewCardio
                Assets,

            


    

    


    
      	 	
              (iii)

            	
              there
                has not been any material increase in the compensation payable or
                to
                become payable by NewCardio to the NewCardio Shareholders or to any
                of
                NewCardio's officers, employees or agents or any bonus, payment or
                arrangement made to or with any of
                them,

            


    


    
      
        
        

      

      
        -
          18 -

        
          

        

      

      
        
        

      

    


    


    
      	 	
              (iv)

            	
              the
                NewCardio Business has been and continues to be carried on in the
                ordinary
                course,

            


    

    


    
      	 	
              (v)

            	
              NewCardio
                has not waived or surrendered any right of material
                value,

            


    

    


    
      	 	
              (vi)

            	
              NewCardio
                has not discharged or satisfied or paid any lien or encumbrance or
                obligation or liability other than current liabilities in the ordinary
                course of business, and 

            


    

    


    
      	 	
              (vii)

            	
              no
                capital expenditures in excess of $10,000 individually or $30,000
                in total
                have been authorized or made;

            


    

    


    NewCardio
      - Income Tax Matters

    


    
      	 	
              (u)

            	
              Tax
                Returns.
                All tax returns and reports of NewCardio required by law to be filed
                have
                been filed and are true, complete and correct, and any taxes payable
                in
                accordance with any return filed by NewCardio or in accordance with
                any
                notice of assessment or reassessment issued by any taxing authority
                have
                been so paid;

            


    

    


    
      	 	
              (v)

            	
              Current
                Taxes.
                Adequate provisions have been made for taxes payable for the current
                period for which tax returns are not yet required to be filed and
                there
                are no agreements, waivers, or other arrangements providing for an
                extension of time with respect to the filing of any tax return by,
                or
                payment of, any tax, governmental charge or deficiency by NewCardio.
                NewCardio is not aware of any contingent tax liabilities or any grounds
                which would prompt a reassessment including aggressive treatment
                of income
                and expenses in filing earlier tax
                returns;

            


    

    


    NewCardio
      - Applicable Laws and Legal Matters

    


    
      	 	
              (w)

            	
              Licenses.
                NewCardio holds all licenses and permits as may be requisite for
                carrying
                on the NewCardio Business in the manner in which it has heretofore
                been
                carried on, which licenses and permits have been maintained and continue
                to be in good standing except where the failure to obtain or maintain
                such
                licenses or permits would not have a material adverse effect on the
                NewCardio Business;

            


    

    


    
      	 	
              (x)

            	
              Applicable
                Laws.
                NewCardio has not been charged with or received notice of breach
                of any
                laws, ordinances, statutes, regulations, by-laws, orders or decrees
                to
                which they are subject or which applies to them the violation of
                which
                would have a material adverse effect on the NewCardio Business, and,
                to
                the knowledge of the NewCardio Shareholders, NewCardio is not in
                breach of
                any laws, ordinances, statutes, regulations, by-laws, orders or decrees
                the contravention of which would result in a material adverse impact
                on
                the NewCardio Business; 

            


    

    


    
      	 	
              (y)

            	
              Pending
                or Threatened Litigation.
                There is no material litigation or administrative or governmental
                proceeding pending or threatened against or relating to NewCardio,
                the
                NewCardio Business, or any of the NewCardio Assets, nor do the NewCardio
                Shareholders have any knowledge of any deliberate act or omission
                of
                NewCardio that would form any material basis for any such action
                or
                proceeding;

            


    

    


    
      	 	
              (z)

            	
              No
                Bankruptcy.
                NewCardio has not made any voluntary assignment or proposal under
                applicable laws relating to insolvency and bankruptcy and no bankruptcy
                petition has been filed or presented against NewCardio and no order
                has
                been made or a resolution passed for the winding-up, dissolution
                or
                liquidation of NewCardio;

            


    


    
      
        
        

      

      
        -
          19 -

        
          

        

      

      
        
        

      

    


    


    
      	 	
              (aa)

            	
              Labor
                Matters.
                NewCardio is not party to any collective agreement relating to the
                NewCardio Business with any labor union or other association of employees
                and no part of the NewCardio Business has been certified as a unit
                appropriate for collective bargaining or, to the knowledge of the
                NewCardio Shareholders, has made any attempt in that
                regard;

            


    

    


    
      	 	
              (bb)

            	
              Finder's
                Fees.
                NewCardio is not a party to any agreement which provides for the
                payment
                of finder's fees, brokerage fees, commissions or other fees or amounts
                which are or may become payable to any third party in connection
                with the
                execution and delivery of this Agreement and the transactions contemplated
                herein;

            


    

    


    Execution
      and Performance of Agreement

    


    
      	 	
              (cc)

            	
              Authorization
                and Enforceability.
                The execution and delivery of this Agreement, and the completion
                of the
                transactions contemplated hereby, have been duly and validly authorized
                by
                all necessary corporate action on the part of
                NewCardio;

            


    

    


    
      	 	
              (dd)

            	
              No
                Violation or Breach.
                The execution and performance of this Agreement will
                not

            


    

    


    
      	 	
              (i)

            	
              violate
                the charter documents of NewCardio or result in any breach of, or
                default
                under, any loan agreement, mortgage, deed of trust, or any other
                agreement
                to which NewCardio is a party,

            


    

    


    
      	 	
              (ii)

            	
              give
                any person any right to terminate or cancel any agreement including,
                without limitation, NewCardio Material Contracts, or any right or
                rights
                enjoyed by NewCardio,

            


    

    


    
      	 	
              (iii)

            	
              result
                in any alteration of NewCardio's obligations under any agreement
                to which
                NewCardio is a party including, without limitation, the NewCardio
                Material
                Contracts,

            


    

    


    
      	 	
              (iv)

            	
              result
                in the creation or imposition of any lien, encumbrance or restriction
                of
                any nature whatsoever in favor of a third party upon or against the
                NewCardio Assets,

            


    

    


    
      	 	
              (v)

            	
              result
                in the imposition of any tax liability to NewCardio relating to NewCardio
                Assets or the NewCardio Shares, or

            


    

    


    
      	 	
              (vi)

            	
              violate
                any court order or decree to which either NewCardio is subject;
                

            


    

    


    NewCardio
      Assets - Ownership and Condition

    


    
      	 	
              (ee)

            	
              Business
                Assets.
                The NewCardio Assets, comprise all of the property and assets of
                the
                NewCardio Business, and neither the NewCardio Shareholders nor any
                other
                person, firm or corporation owns any assets used by NewCardio in
                operating
                the NewCardio Business, whether under a lease, rental agreement or
                other
                arrangement, other than as disclosed in Schedules “N” or “Q”
                hereto;

            


    

    


    
      	 	
              (ff)

            	
              Title.
                NewCardio is the legal and beneficial owner of the NewCardio Assets,
                free
                and clear of all mortgages, liens, charges, pledges, security interests,
                encumbrances or other claims whatsoever, save and except as disclosed
                in
                Schedules “N” or “Q” hereto;

            


    


    
      
        
        

      

      
        -
          20 -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (gg)

            	
              No
                Option.
                No person, firm or corporation has any agreement or option or a right
                capable of becoming an agreement for the purchase of any of the NewCardio
                Assets;

            


    

    


    
      	 	
              (hh)

            	
              NewCardio
                Insurance Policies.
                NewCardio maintains the public liability insurance and insurance
                against
                loss or damage to the NewCardio Assets and the NewCardio Business
                as
                described in Schedule “P” hereto;

            


    

    


    
      	 	
              (ii)

            	
              NewCardio
                Material Contracts.
                The NewCardio Material Contracts listed in Schedule “R” constitute all of
                the material contracts of
                NewCardio;

            


    

    


    
      	 	
              (jj)

            	
              No
                Default.
                There has not been any default in any material obligation of NewCardio
                or
                any other party to be performed under any of NewCardio Material Contracts,
                each of which is in good standing and in full force and effect and
                unamended (except as disclosed in Schedule “R”), and NewCardio is not
                aware of any default in the obligations of any other party to any
                of the
                NewCardio Material Contracts;

            


    

    


    
      	 	
              (kk)

            	
              No
                Compensation on Termination.
                There are no agreements, commitments or understandings relating to
                severance pay or separation allowances on termination of employment
                of any
                employee of NewCardio. NewCardio is not obliged to pay benefits or
                share
                profits with any employee after termination of employment except
                as
                required by law;

            


    

    


    NewCardio
      Assets - NewCardio Equipment

    


    
      	 	
              (ll)

            	
              NewCardio
                Equipment.
                The NewCardio Equipment has been maintained in a manner consistent
                with
                that of a reasonably prudent owner and such equipment is in good
                working
                condition;

            


    

    


    NewCardio
      Assets - NewCardio Goodwill and Other Assets

    


    
      	 	
              (mm)

            	
              NewCardio
                Goodwill.
                NewCardio carries on the NewCardio Business only under the name
                "NewCardio
                Technologies, Inc."
                and variations thereof and under no other business or trade names.
                The
                NewCardio Shareholders do not have any knowledge of any infringement
                by
                NewCardio of any patent, trademark, copyright or trade
                secret;

            


    

    


    The
      Business of NewCardio

    


    
      	 	
              (nn)

            	
              Maintenance
                of Business.
                Since the date of the NewCardio Financial Statements, the NewCardio
                Business has been carried on in the ordinary course and NewCardio
                has not
                entered into any material agreement or commitment except in the ordinary
                course; and

            


    

    


    
      	 	
              (oo)

            	
              Subsidiaries.
                NewCardio does not own any subsidiaries and does not otherwise own,
                directly or indirectly, any shares or interest in any other corporation,
                partnership, joint venture or firm and NewCardio does not own any
                subsidiary and does not otherwise own, directly or indirectly, any
                shares
                or interest in any other corporation, partnership, joint venture
                or
                firm.

            


    


    
      
        
        

      

      
        -
          21 -

        
          

        

      

      
        
        

      

    

     

    NewCardio
      Shareholder Representations and Warranties

    


    
      	 	
              (pp)

            	
              Investment
                Intent.
                The Acquisition Shares are being acquired hereunder by the NewCardio
                Shareholders for investment purposes only, for their own account,
                not as a
                nominee or agent and not with a view to the distribution thereof.
                The
                NewCardio Shareholders have no present intention to sell or otherwise
                dispose of the Acquisition Shares and they will not do so except
                in
                compliance with the provisions of the Securities Act of 1933, as
                amended,
                and applicable law. The NewCardio Shareholders understand that the
                Acquisition Shares which may be acquired hereunder must be held by
                them
                indefinitely unless a subsequent disposition or transfer of any of
                said
                shares is registered under the Securities Act of 1933, as amended,
                or is
                exempt from registration therefrom. The NewCardio Shareholders further
                understand that the exemption from registration afforded by Rule
                144 (the
                provisions of which are known to such Seller) promulgated under the
                Securities Act of 1933, as amended, depends on the satisfaction of
                various
                conditions, and that, if and when applicable, Rule 144 may afford
                the
                basis for sales only in limited
                amounts.

            


    

    


    
      	 	
              (qq)

            	
              Investment
                Experience; Suitability.
                The NewCardio Shareholders are each sophisticated investors familiar
                with
                the type of risks inherent in the acquisition of securities such
                as the
                Acquisition Shares and the NewCardio Shareholders’ financial position is
                such that the NewCardio Shareholders can afford to retain the shares
                of
                Acquisition Shares for an indefinite period of time without realizing
                any
                direct or indirect cash return on its
                investment.

            


    

    


    
      	 	
              (rr)

            	
              Accreditation.
                The NewCardio Shareholders are each an “accredited investor” within the
                meaning of Rule 501(a) of Regulation D promulgated under the Securities
                Act of 1933, as amended. The NewCardio Shareholders understand that
                the
                Acquisition Shares are being offered to them in reliance upon specific
                exemptions from the registration requirements of United States federal
                and
                state securities laws and that Marine Park is relying upon the truth
                and
                accuracy of, and the NewCardio Shareholders’ compliance with, the
                representations, warranties, agreements, acknowledgments and
                understandings of the NewCardio Shareholders set forth herein in
                order to
                determine the availability of such exemptions and the eligibility
                of the
                NewCardio Shareholders to acquire the Acquisition
                Shares.

            


    

    


    Non-Merger
      and Survival

    


    5.2 The
      representations and warranties of NewCardio contained herein will be true at
      and
      as of Closing in all material respects as though such representations and
      warranties were made as of such time. Notwithstanding the completion of the
      transactions contemplated hereby, the waiver of any condition contained herein
      (unless such waiver expressly releases a party from any such representation
      or
      warranty) or any investigation made by Marine Park, the representations and
      warranties of NewCardio shall survive the Closing. 


    
      
        
        

      

      
        -
          22 -

        
          

        

      

      
        
        

      

    

     

    Indemnity

    


    5.3 NewCardio
      and the NewCardio Shareholders agree to indemnify and save harmless Marine
      Park
      from and against any and all claims, demands, actions, suits, proceedings,
      assessments, judgments, damages, costs, losses and expenses, including any
      payment made in good faith in settlement of any claim (collectively, the
“Claims”) (subject to the right of the NewCardio Shareholders to defend any such
      claim), resulting from the breach by any of them of any representation or
      warranty of such party made under this Agreement or from any misrepresentation
      in or omission from any certificate or other instrument furnished or to be
      furnished by NewCardio or the NewCardio Shareholders to Marine Park hereunder;
      provided, however, the NewCardio Shareholders shall not be required to indemnify
      Marine Park for any such Claims in excess of the value of the NewCardio
      Shares.

    


    ARTICLE
      6

    COVENANTS
      OF NEWCARDIO AND

    THE
      NEWCARDIO SHAREHOLDERS

     

    Covenants

    


    6.1 NewCardio
      and the NewCardio Shareholders covenant and agree with Marine Park that they
      will:

    


    
      	 	
              (a)

            	
              Conduct
                of Business.
                Until the Closing, conduct the NewCardio Business diligently and
                in the
                ordinary course consistent with the manner in which the NewCardio
                Business
                generally has been operated up to the date of execution of this Agreement;
                

            


    

    


    
      	 	
              (b)

            	
              Preservation
                of Business.
                Until the Closing, use their best efforts to preserve the NewCardio
                Business and the NewCardio Assets and, without limitation, preserve
                for
                Marine Park NewCardio’s relationships with their suppliers, customers and
                others having business relations with
                them;

            


    

    


    
      	 	
              (c)

            	
              Access.
                Until the Closing, give Marine Park and its representatives full
                access to
                all of the properties, books, contracts, commitments and records
                of
                NewCardio relating to NewCardio, the NewCardio Business and the NewCardio
                Assets, and furnish to Marine Park and its representatives all such
                information as they may reasonably request;
                and

            


    

    


    
      	 	
              (d)

            	
              Procure
                Consents.
                Until the Closing, take all reasonable steps required to obtain,
                prior to
                Closing, any and all third party consents required to permit the
                Acquisition and to preserve and maintain the NewCardio Assets, including
                the NewCardio Material Contracts, notwithstanding the change in control
                of
                NewCardio arising from the
                Acquisition.

            


    

    


    Authorization

    


    6.2 NewCardio
      hereby agrees to authorize and direct any and all federal, state, municipal,
      foreign and international governments and regulatory authorities having
      jurisdiction respecting NewCardio to release any and all information in their
      possession respecting NewCardio to Marine Park. NewCardio shall promptly execute
      and deliver to Marine Park any and all consents to the release of information
      and specific authorizations which Marine Park reasonably require to gain access
      to any and all such information.


    
      
        
        

      

      
        -
          23 -

        
          

        

      

      
        
        

      

    

     

    Survival

    


    6.3 The
      covenants set forth in this Article shall survive the Closing for the benefit
      of
      Marine Park. 

    


    ARTICLE
      7

    CONDITIONS
      PRECEDENT

    


    Conditions
      Precedent in favor of Marine Park

    


    7.1 Marine
      Park’s obligations to carry out the transactions contemplated hereby are subject
      to the fulfillment of each of the following conditions precedent on or before
      the Closing:

    


    
      	 	
              (a)

            	
              all
                documents or copies of documents required to be executed and delivered
                to
                Marine Park hereunder will have been so executed and
                delivered;

            


    

    


    
      	 	
              (b)

            	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by NewCardio or the NewCardio Shareholders at or
                prior
                to the Closing will have been complied with or
                performed;

            


    

    


    
      	 	
              (c)

            	
              title
                to the NewCardio Shares held by the NewCardio Shareholders will be
                free
                and clear of all mortgages, liens, charges, pledges, security interests,
                encumbrances or other claims whatsoever, save and except as disclosed
                herein, and the NewCardio Shares shall be duly transferred to Marine
                Park;

            


    

    


    
      	 	
              (d)

            	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	 	
              (i)

            	
              any
                material adverse change in the financial position or condition of
                NewCardio, its liabilities or the NewCardio Assets or any damage,
                loss or
                other change in circumstances materially and adversely affecting
                NewCardio, the NewCardio Business or the NewCardio Assets or NewCardio's
                right to carry on the NewCardio Business, other than changes in the
                ordinary course of business, none of which has been materially adverse,
                or

            


    

    


    
      	 	
              (ii)

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to NewCardio or the NewCardio Business (whether
                or not
                covered by insurance) materially and adversely affecting NewCardio,
                the
                NewCardio Business or the NewCardio Assets;


            


    

    


    
      	 	
              (e)

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any; and

            


    

    


    
      	 	
              (f)

            	
              the
                transactions contemplated hereby shall have been approved by the
                board of
                directors of NewCardio.

            


    

     

    Waiver
      by Marine Park

    


    7.2 The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of Marine Park and any such condition may be waived in whole
      or in part by Marine Park at or prior to the Closing by delivering to NewCardio
      a written waiver to that effect signed by Marine Park. In the event that the
      conditions precedent set out in the preceding section are not satisfied on
      or
      before the Closing, Marine Park shall be released from all obligations under
      this Agreement.


    
      
        
        

      

      
        -
          24 -

        
          

        

      

      
        
        

      

    

    


    Conditions
      Precedent in Favor of NewCardio and the NewCardio
      Shareholders

    


    7.3 The
      obligations of NewCardio and the NewCardio Shareholders to carry out the
      transactions contemplated hereby are subject to the fulfillment of each of
      the
      following conditions precedent on or before the Closing:

    


    
      	
            	(a)	
              all
                documents or copies of documents required to be executed and delivered
                to
                NewCardio under Section 9 will have been so executed and
                delivered;

            


    

    


    
      	
            	(b)	
              all
                of the terms, covenants and conditions of this Agreement to be complied
                with or performed by Marine Park at or prior to the Closing will
                have been
                complied with or performed;

            


    

    


    
      	
            	(c)	
              Marine
                Park will have delivered the Acquisition Shares to be issued pursuant
                to
                the terms of the Acquisition to NewCardio at the Closing and the
                Acquisition Shares will be registered on the books of Marine Park
                in the
                name of the holder of NewCardio Shares at the time of
                Closing;

            


    

    


    
      	
            	(d)	
              title
                to the Acquisition Shares will be free and clear of all mortgages,
                liens,
                charges, pledges, security interests, encumbrances or other claims
                whatsoever;

            


    

    


    
      	
            	(e)	
              subject
                to Article 8 hereof, there will not have
                occurred

            


    

    


    
      	 	
              (i)

            	
              any
                material adverse change in the financial position or condition of
                Marine
                Park, its subsidiaries, their liabilities or the Marine Park Assets
                or any
                damage, loss or other change in circumstances materially and adversely
                affecting Marine Park, the Marine Park Business or the Marine Park
                Assets
                or Marine Park’ right to carry on the Marine Park Business, other than
                changes in the ordinary course of business, none of which has been
                materially adverse, or

            


    

    


    
      	 	
              (ii)

            	
              any
                damage, destruction, loss or other event, including changes to any
                laws or
                statutes applicable to Marine Park or the Marine Park Business (whether
                or
                not covered by insurance) materially and adversely affecting Marine
                Park,
                its subsidiaries, the Marine Park Business or the Marine Park
                Assets;

            


    

    


    
      	 	
              (f)

            	
              the
                transactions contemplated hereby shall have been approved by all
                other
                regulatory authorities having jurisdiction over the subject matter
                hereof,
                if any; 

            


    

    


    
      	 	
              (g)

            	
              the
                transactions contemplated hereby shall have been approved by the
                board of
                directors of Marine Park;

            


    

    


    
      	 	
              (g)

            	
              each
                of the directors and officers of Marine Park shall have resigned
                as
                directors and/or officers of Marine Park;


            


    

    


    
      	 	
              (h)

            	
              the
                nominees of the NewCardio Shareholders, set forth on Exhibit “C,” annexed
                hereto, shall have been appointed as members of the board of directors
                of
                Marine Park.

            


    


    
      
        
        

      

      
        -
          25 -

        
          

        

      

      
        
        

      

    

    


    Waiver
      by NewCardio and the NewCardio Shareholders

    


    7.4 The
      conditions precedent set out in the preceding section are inserted for the
      exclusive benefit of NewCardio and the NewCardio Shareholders and any such
      condition may be waived in whole or in part by NewCardio or the NewCardio
      Shareholders at or prior to the Closing by delivering to Marine Park a written
      waiver to that effect signed by NewCardio and the NewCardio Shareholders. In
      the
      event that the conditions precedent set out in the preceding section are not
      satisfied on or before the Closing, NewCardio and the NewCardio Shareholders
      shall be released from all obligations under this Agreement.

    


    Nature
      of Conditions Precedent

    


    7.5 The
      conditions precedent set forth in this Article are conditions of completion
      of
      the transactions contemplated by this Agreement and are not conditions precedent
      to the existence of a binding agreement. Each party acknowledges receipt of
      the
      sum of $10.00 and other good and valuable consideration as separate and distinct
      consideration for agreeing to the conditions of precedent in favor of the other
      party or parties set forth in this Article.

    


    Termination

    


    7.6 Notwithstanding
      any provision herein to the contrary, if the Closing does not occur on or before
      January 5, 2008 (the “Termination Date”), this Agreement will be at an end and
      will have no further force or effect, unless otherwise agreed upon by the
      parties in writing.

    


    Confidentiality

    


    7.7 Notwithstanding
      any provision herein to the contrary, the parties hereto agree that the
      existence and terms of this Agreement are confidential and that if this
      Agreement is terminated pursuant to the preceding section the parties agree
      to
      return to one another any and all financial, technical and business documents
      delivered to the other party or parties in connection with the negotiation
      and
      execution of this Agreement and shall keep the terms of this Agreement and
      all
      information and documents received from NewCardio and Marine Park and the
      contents thereof confidential and not utilize nor reveal or release same,
      provided, however, that Marine Park will be required to issue a news release
      regarding the execution and consummation of this Agreement and file a Current
      Report on Form 8-K with the Securities and Exchange Commission respecting the
      proposed Acquisition contemplated hereby together with such other documents
      as
      are required to maintain the currency of Marine Park’s filings with the
      Securities and Exchange Commission.

    


    ARTICLE
      8

    RISK

    


    Material
      Change in the Business of NewCardio

    


    8.1 If
      any
      material loss or damage to the NewCardio Business occurs prior to Closing and
      such loss or damage, in Marine Park' reasonable opinion, cannot be substantially
      repaired or replaced within sixty (60) days, Marine Park shall, within two
      (2)
      days following any such loss or damage, by notice in writing to NewCardio,
      at
      its option, either:

    


    
      	
            	(a)	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

    


    
      	
            	(b)	
              elect
                to complete the Acquisition and the other transactions contemplated
                hereby, in which case the proceeds and the rights to receive the
                proceeds
                of all insurance covering such loss or damage will, as a condition
                precedent to Marine Park' obligations to carry out the transactions
                contemplated hereby, be vested in NewCardio or otherwise adequately
                secured to the satisfaction of Marine Park on or before the Closing
                Date.

            


    


    
      
        
        

      

      
        -
          26 -

        
          

        

      

      
        
        

      

    

    


    Material
      Change in the Marine Park Business

    


    8.2 If
      any
      material loss or damage to the Marine Park Business occurs prior to Closing
      and
      such loss or damage, in NewCardio's reasonable opinion, cannot be substantially
      repaired or replaced within sixty (60) days, NewCardio shall, within two (2)
      days following any such loss or damage, by notice in writing to Marine Park,
      at
      its option, either:

    


    
      	
            	(a)	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

    


    
      	
            	(b)	
              elect
                to complete the Acquisition and the other transactions contemplated
                hereby, in which case the proceeds and the rights to receive the
                proceeds
                of all insurance covering such loss or damage will, as a condition
                precedent to NewCardio's obligations to carry out the transactions
                contemplated hereby, be vested in Marine Park or otherwise adequately
                secured to the satisfaction of NewCardio on or before the Closing
                Date.

            


    

    


    ARTICLE
      9

    CLOSING

    


    Closing

    


    9.1 The
      Acquisition and the other transactions contemplated by this Agreement will
      be
      closed at the Place of Closing on Closing Date in accordance with the closing
      procedure set out in this Article.

    


    Documents
      to be Delivered by NewCardio

    


    9.2 On
      or
      before the Closing, NewCardio and the NewCardio Shareholders will deliver or
      cause to be delivered to Marine Park:

    


    
      	
            	(a)	
              the
                original or certified copies of the charter documents of NewCardio,
                including amendments thereof, and all corporate records documents
                and
                instruments of NewCardio, the corporate seal of NewCardio and all
                books
                and accounts of NewCardio;

            


    

    


    
      	
            	(b)	
              all
                reasonable consents or approvals required to be obtained by NewCardio
                for
                the purposes of completing the Acquisition and preserving and maintaining
                the interests of NewCardio under any and all NewCardio Material Contracts
                and in relation to NewCardio
                Assets;

            


    

    


    
      	
            	(c)	
              certified
                copies of such resolutions of the directors of NewCardio as are required
                to be passed to authorize the execution, delivery and implementation
                of
                this Agreement;

            


    

    


    
      	
            	(d)	
              an
                acknowledgement from NewCardio of the satisfaction of the conditions
                precedent set forth in section 7.3
                hereof;

            


    

    


    
      	
            	(e)	
              the
                certificates or other evidence of ownership of the NewCardio Shares,
                together with such other documents or instruments required to effect
                transfer of ownership of the NewCardio Shares to Marine Park;
                

            


    


    
      
        
        

      

      
        -
          27 -

        
          

        

      

      
        
        

      

    

    


    
      	
            	(f)	
              declaration
                of acceptance by nominees of the NewCardio Shareholders set forth
                on
                Exhibit “C” of being elected as members of the board of directors of
                Marine Park, and

            


    

    


    
      	
            	(g)	
              such
                other documents as Marine Park may reasonably require to give effect
                to
                the terms and intention of this
                Agreement.

            


    

    


    Documents
      to be Delivered by Marine Park

    


    9.3 On
      or
      before the Closing, Marine Park shall deliver or cause to be delivered to
      NewCardio and the NewCardio Shareholders:

    


    
      	
            	(a)	
              share
                certificates representing the Acquisition Shares duly registered
                in the
                names of the holders of shares of NewCardio Common
                Stock;

            


    

    


    
      	
            	(b)	
              certified
                copies of such resolutions of the directors of Marine Park as are
                required
                to be passed to authorize the execution, delivery and implementation
                of
                this Agreement;

            


    

    


    
      	
            	(c)	
              a
                certified copy of a resolution of the directors of Marine Park dated
                as of
                the Closing Date appointing the nominees of the NewCardio Shareholders
                set
                forth on Exhibit “C” to the board of directors of Marine
                Park;

            


    

    


    
      	
            	(d)	
              resignations
                of all of the officers and directors of Marine Park as of the Closing
                Date;

            


    

    


    
      	
            	(e)	
              an
                acknowledgement from Marine Park of the satisfaction of the conditions
                precedent set forth in section 7.1
                hereof;

            


    

    


    
      	
            	(f)	
              certificate
                of incorporation and good standing certificate of Marine Park;
                

            


    

    


    
      	 	
              (g)

            	
              the
                Return to Treasury Agreements, duly executed by Marine Park and Harborview
                Master Fund L.P. and Diverse Trading Ltd., along with all applicable
                share
                certificates of Marine Park and any other documents required thereunder;
                

            


    

    


    
      	 	
              (h)

            	
              the
                Certificate of Designation, duly filed with the Secretary of State
                of
                Delaware by Marine Park; 

            


    

    


    
      	 	
              (i)

            	
              a
                legal opinion of counsel to Marine Park, in substantially the form
                of
                Exhibit “E” attached hereto; and

            


    

    


    
      	
            	(j)	
              such
                other documents as NewCardio may reasonably require to give effect
                to the
                terms and intention of this
                Agreement.

            


    

    


    ARTICLE
      10

    POST-CLOSING
      MATTERS

    


    Forthwith
      after the Closing, Marine Park, NewCardio and the NewCardio Shareholders, as
      the
      case may be, agree to use all their best efforts to:

    


    
      	
            	(a)	
              file
                a Form 8-K with the Securities and Exchange Commission disclosing
                the
                terms of this Agreement within 4 days of the Closing which includes
                the
                audited financial statements of NewCardio as well as pro forma financial
                information of NewCardio and Marine Park as required by Item 310
                of
                Regulation SB as promulgated by the Securities and Exchange Commission;
                and

            


    


    
      
        
        

      

      
        -
          28 -

        
          

        

      

      
        
        

      

    

     

    
      	
            	(b)	
              change
                the name of Marine Park to such other name as determined by the board
                of
                directors of Marine Park. 

            


    

    


    ARTICLE
      11

    GENERAL
      PROVISIONS

    


    Arbitration

    


    11.1 The
      parties hereto shall attempt to resolve any dispute, controversy, difference
      or
      claim arising out of or relating to this Agreement by negotiation in good faith.
      If such good negotiation fails to resolve such dispute, controversy, difference
      or claim within fifteen (15) days after any party delivers to any other party
      a
      notice of its intent to submit such matter to arbitration, then any party to
      such dispute, controversy, difference or claim may submit such matter to
      arbitration in the City of New York, New York.

    


    Notice

    


    11.2 Any
      notice required or permitted to be given by any party will be deemed to be
      given
      when in writing and delivered to the address for notice of the intended
      recipient by personal delivery, prepaid single certified or registered mail,
      or
      telecopier. Any notice delivered by mail shall be deemed to have been received
      on the fourth business day after and excluding the date of mailing, except
      in
      the event of a disruption in regular postal service in which event such notice
      shall be deemed to be delivered on the actual date of receipt. Any notice
      delivered personally or by telecopier shall be deemed to have been received
      on
      the actual date of delivery.

    


    Addresses
      for Service

    


    11.3 The
      address for service of notice of each of the parties hereto is as
      follows:

    


    
      	 	
              (a)

            	
              Marine
                Park: 

            


    

    


    850
      Third
      Avenue, Suite 1801

    New
      York,
      New York 10022

    Attention:
      David Stefansky

    Telephone
      no. (646) 218-1400

    Facsimile
      no. 

    


    With
      a
      copy to:

    


    Anslow
      & Jaclin, LLP

    195
      Route
      9 South, Suite 204

    Manalapan,
      New Jersey 07726

    Attn:
      Gregg E. Jaclin, Esq.

    Telephone
      no. (732) 409-1212

    Facsimile
      no. (732) 577-1188

    


    
      	 	
              (b)

            	
              NewCardio
                or the NewCardio Shareholders: 

            


    

    


    2033
      Gateway Plaza, Suite 500

    San
      Jose,
      California 95110 

    Attention:
      

    Telephone
      no. 

    Facsimile
      no. 


    
      
        
        

      

      
        -
          29 -

        
          

        

      

      
        
        

      

    

     

    With
      a
      copy to:

    


    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      New York 10018

    Attn:
      Marc Ross, Esq.

    Phone:
      (212) 930-9700

    Telecopier:
      (212) 930-9725

    


    Change
      of Address

    


    11.4 Any
      party
      may, by notice to the other parties change its address for notice to some other
      address in North America and will so change its address for notice whenever
      the
      existing address or notice ceases to be adequate for delivery by hand. A post
      office box may not be used as an address for service.

    


    Further
      Assurances

    


    11.5 Each
      of
      the parties will execute and deliver such further and other documents and do
      and
      perform such further and other acts as any other party may reasonably require
      to
      carry out and give effect to the terms and intention of this
      Agreement.

    


    Time
      of the Essence

    


    11.6 Time
      is
      expressly declared to be the essence of this Agreement.

    


    Entire
      Agreement

    


    11.7 The
      provisions contained herein constitute the entire agreement among NewCardio,
      the
      NewCardio Shareholders and Marine Park respecting the subject matter hereof
      and
      supersede all previous communications, representations and agreements, whether
      verbal or written, among NewCardio, the NewCardio Shareholders and Marine Park
      with respect to the subject matter hereof.

    


    Enurement

    


    11.8 This
      Agreement will enure to the benefit of and be binding upon the parties hereto
      and their respective heirs, executors, administrators, successors and permitted
      assigns.

    


    Assignment

    


    11.9 This
      Agreement is not assignable without the prior written consent of the parties
      hereto. 

    


    Counterparts

    


    11.10 This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by telecopier will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.


    
      
        
        

      

      
        -
          30 -

        
          

        

      

      
        
        

      

    

     

    Applicable
      Law

    


    11.11 This
      Agreement shall be enforced, governed by and construed in accordance with the
      laws of the State of New York applicable to agreements made and to be performed
      entirely within such state, without regard to the principles of conflict of
      laws
      The parties hereto hereby submit to the exclusive jurisdiction of the United
      States federal courts located in New York, New York with respect to any dispute
      arising under this Agreement, the agreements entered into in connection herewith
      or the transactions contemplated hereby or thereby. All parties irrevocably
      waive the defense of an inconvenient forum to the maintenance of such suit
      or
      proceeding. All parties further agree that service of process upon a party
      mailed by first class mail shall be deemed in every respect effective service
      of
      process upon the party in any such suit or proceeding. Nothing herein shall
      affect either party’s right to serve process in any other manner permitted by
      law. All parties agree that a final non-appealable judgment in any such suit
      or
      proceeding shall be conclusive and may be enforced in other jurisdictions by
      suit on such judgment or in any other lawful manner. The party which does not
      prevail in any dispute arising under this Agreement shall be responsible for
      all
      fees and expenses, including attorneys’ fees, incurred by the prevailing party
      in connection with such dispute.

    


    [Remainder
      of page intentionally left blank.]


    
      
        
        

      

      
        -
          31 -

        
          

        

      

      
        
        

      

    


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

    


    MARINE
      PARK HOLDINGS, INC.

    


    
      	
              By:

            	
              /s/
                David Stefansky

            
	 	
              David
                Stefansky

            
	 	
              President,
                Chief Executive Officer and

            
	 	
              Chief
                Financial Officer

            
	 	 
	
              NEWCARDIO,
                INC.

            
	 	 
	
              By:

            	
              /s/
                Branislav Vajdic

            
	 	
              Branislav
                Vajdic

            
	 	
              President
                and Chief Executive Officer

            


    

     

    [Signature
      page to Share Exchange Agreement]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      A

    


    
      	
              Name

            	 	
              NewCardio

              Shares
                

            	 	
              Marine
                Park

               Shares