**Exhibit 2.1**


**MERGER
        AGREEMENT**
  This
        Merger Agreement (“ Agreement ”)
        is
        entered into as of August 10, 2007, by and among CT Holdings Enterprises,
        Inc., a Delaware corporation (“ CTHE ”),
        XC
        Acquisition Corporation, a Delaware corporation and a newly-created wholly-owned
        subsidiary of CTHE (“ Merger
        Sub ”),
        and
        Xcorporeal, Inc., a Delaware corporation (“ Company ”)
        (each
        a “ Party ”
and
        collectively the “ Parties ”).
  RECITALS
  A. This
        Agreement contemplates a reverse triangular merger, of Merger Sub with and
        into
        Company in a transaction intended to qualify as a tax free reorganization
        under
        Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.
  B. At
        the Closing, all holders (“ Company
        Stockholders ”)
        of
        shares of common stock, par value $0.0001 (“ Company
        Shares ”)
        of the
        Company will receive shares of common stock, $0.01 par value (“ CTHE
        Shares ”)
        of
        CTHE in exchange for all of their Company Shares, and the Company will become
        a
        wholly-owned Subsidiary of CTHE.
  **NOW,
        THEREFORE** ,
        in
        consideration of the premises and the representations, warranties and covenants
        contained herein, the Parties agree as follows.
  **1.** **Basic
        Transaction.**
  A. Merger .
        On and
        subject to the terms and conditions of this Agreement, Merger Sub will merge
        with and into Company (the “ Merger ”).
        Pursuant to the Merger, the Company Shares will be converted into CTHE Shares
        at
        the rate set forth herein. Company will be the corporation surviving the
        Merger
        (after the Closing, the “ Surviving
        Corporation ”),
        and
        the separate corporate existence of Merger Sub will cease.
  B. Documents .
        As soon
        as practicable following the execution of this Agreement, each Party will
        promptly prepare, execute and deliver to the others the various certificates,
        instruments, and documents referred to herein.
  C. Closing .
        The
        closing of the Merger will take place as soon as practicable on the business
        day
        following the satisfaction or waiver of all conditions to the obligations
        of the
        Parties to consummate the transaction, other than conditions with respect
        to
        actions the respective Parties will take at the Closing itself, or such other
        time as the Parties may mutually determine (the “ Closing ”).
  D. Merger
        Certificate .
        At the
        Closing of the Merger, CTHE will file with the Secretary of State of the
        State
        of Delaware a Certificate of Merger between Company and Merger Sub, in the
        form
        attached hereto as Exhibit A (the
“ Merger
        Certificate ”).
  E. Effect
        of Merger .
  (1) General .
        The
        Merger will become effective upon filing of the Merger Certificate with the
        Secretary of State of the State of Delaware (the “ Effective
        Time ”).
        The
        Merger will have the effect set forth in the DGCL. The Surviving Corporation
        may, at any time after the Closing, take any action, including executing
        or
        delivering any document, in the name and on behalf of either Company or Merger
        Sub in order to carry out and effectuate the transactions contemplated by
        this
        Agreement.
  
  (2) Certificate
        of Incorporation .
        The
        certificate of incorporation of CTHE will be amended and restated at and
        as of
        the Effective Time to the form attached hereto as Exhibit
        B ,
        in
        substantial conformance with the certificate of incorporation of Company
        immediately prior to the Closing, and the name of CTHE will be changed to
        “Xcorporeal, Inc.”
  (3) Bylaws .
        The
        bylaws of CTHE will be amended and restated at and as of the Closing to read
        as
        did the bylaws of Company immediately prior to the Closing.
  (4) Directors
        and Officers .
        At the
        Closing, the officers and directors of CTHE and Merger Sub immediately prior
        to
        the Effective Time shall resign and the officers and directors of the Company
        immediately prior to the Closing will be appointed as officers and directors
        of
        CTHE and Surviving Corporation, in each case until their respective successors
        are duly elected or appointed and qualified.
  (5) Conversion
        of Company Shares and Reverse Split of CTHE Shares .
  (a) Conversion .
        At and
        as of the Effective Time, (a) each issued and outstanding Company Share
        (other than any Dissenting Shares) will, by virtue of the Merger and without
        any
        further action on behalf of CTHE, Merger Sub, Company, or any Company
        Stockholder, automatically be converted into and become one validly issued,
        fully paid and non-assessable CTHE Share, (b) each Dissenting Share will be
        converted into the right to receive payment from Surviving Corporation with
        respect thereto in accordance with the provisions of the DGCL, and (c) all
        unissued and treasury Company Shares will be cancelled.
  (b) Reverse
        Split .
        At and
        as of the Effective Time, (a) each 8.27 issued and outstanding CTHE Shares,
        par value $0.01, will, by virtue of the Merger and without any further action
        on
        behalf of CTHE or any CTHE Stockholder, automatically be converted into and
        become one validly issued, fully paid and non-assessable CTHE Share, par
        value
        $0.0001 (the ratio of pre-Merger CTHE Shares to one post-Merger CTHE Share
        is
        referred to herein as the “ Conversion
        Ratio ”),
        rounding up to the nearest whole share, such that there remain a total of
        approximately 350,000 post-Merger CTHE Shares resulting from such split.
  (c) Share
        Certificates .
  (i) Following
        the Closing, upon surrender of an original stock certificate representing
        Company Shares or pre-Merger CTHE Shares, CTHE will cause to be issued a
        stock
        certificate for CTHE Shares to which such Person is entitled, bearing any
        necessary or appropriate restrictive legend. CTHE will not pay any dividend
        or
        make any distribution on Company Shares or CTHE Shares with a record date
        at or
        after the Closing until the record holder surrenders for exchange his, her,
        or
        its certificates that represented Company Shares or pre-Merger CTHE Shares.
  (ii) If
        any certificate evidencing Shares shall has been lost, stolen or destroyed,
        upon
        the making of an affidavit in form acceptable to CTHE’s Transfer Agent of that
        fact by the Person claiming the certificate to be lost, stolen or destroyed
        and
        an indemnity bond in such amount as the Transfer Agent may direct, as collateral
        security against any claim that may be made with respect to the certificate,
        CTHE will cause to be issued in exchange for the lost, stolen or destroyed
        certificate the applicable number of CTHE Shares.
  (d) Conversion
        of Warrants .
        All
        warrants to purchase Company Shares issued and outstanding at the Closing
        will,
        by virtue of the Merger and without any action on the part of
  2
  CTHE,
        Company or the holders of the warrants, be converted into and will become
        warrants to purchase an equal number of CTHE Shares on the same terms.
  (e) Conversion
        of Options .
        All
        options to purchase Company Shares outstanding at the Closing will, by virtue
        of
        the Merger and without any action on the part of CTHE, Company or the holders
        of
        the options, be assumed by CTHE, and will become options to purchase an equal
        number of CTHE Shares on the same terms.
  (f) Option
        Plan .
        At or
        prior to the Closing, CTHE will adopt a stock option plan in the form attached
        hereto as Exhibit C ,
        which
        will be substantially identical to the Company’s 2006 Incentive Compensation
        Plan with at least 3,900,000 CTHE Shares reserved for issuance thereunder.
  (g) Cancellations;
        Transfers .
        As of
        the Closing of the Merger, the Company Shares and warrants and options to
        purchase same (collectively, “ Company
        Securities ”)
        will
        be deemed canceled and will cease to exist, and each holder of a Company
        Security will cease to have any rights with respect thereto, other than those
        expressly set forth in this Section 1.E(5) .
        After
        the Closing, transfers of Company Shares outstanding prior to the Closing
        will
        not be made on the stock transfer books of Surviving Corporation.
        Notwithstanding anything to the contrary herein, none of the Surviving
        Corporation or any Party shall be liable to any Person for any amount properly
        paid to a public official pursuant to any applicable abandoned property,
        escheat
        or similar law.
  **2.** **Conditions
        to Obligations to Close.**
  A. Conditions
        to CTHE’s Obligation .
        The
        obligation of each of CTHE and Merger Sub to consummate the transactions
        to be
        performed by it in connection with the Closing is subject to satisfaction
        of the
        following conditions:
  (1) The
        representations and warranties of Company set forth in Section 4 will be
        true and correct in all material respects as if made at and as of the Closing,
        except to the extent that such representations and warranties are qualified
        by
        the term “material,” or contain terms such as “Adverse Effect” or “Adverse
        Change,” in which case such representations and warranties as so written,
        including the term “material” or “Material,” will be true and correct in all
        respects at and as of the Closing;
  (2) Company
        will have performed and complied with all of its covenants hereunder in all
        material respects through the Closing, except to the extent that such covenants
        are qualified by the term “material,” or contain terms such as “Adverse Effect”
or “Adverse Change,” in which case Company will have performed and complied with
        all of such covenants as so written, including the term “material” or
“Material,” in all respects through the Closing;
  (3) There
        will not be any judgment, order, decree or injunction in effect that would
        (a)
        prevent consummation of any of the transactions contemplated by this Agreement,
        (b) cause any of the transactions contemplated by this Agreement to be
        rescinded following consummation, (c) adversely affect the right of CTHE
        to own
        the capital stock of Surviving Corporation and to control Surviving Corporation
        and its Subsidiaries, or (d) adversely affect the right of any of Surviving
        Corporation and its Subsidiaries to own its assets and to operate its business;
  (4) Company
        and its Subsidiaries will not have engaged in any practice, taken any action,
        or
        entered into any transaction outside the Ordinary Course of Business which
        results in a Material Adverse Effect;
  3
  (5) The
        Merger will have been duly approved by the requisite number of Company
        Stockholders;
  (6) Company
        will have delivered to CTHE a certificate to the effect that each of the
        conditions specified in Sections 2.A(1)-(5) is
        satisfied in all respects; and
  (7) Company
        will have delivered to CTHE an executed counterpart of the Merger Certificate.
  CTHE
        and Merger Sub may waive any condition specified in this Section 2.A if it or
        they execute a writing so stating at or prior to the Closing.
  B. Conditions
        to Company’s Obligation .
        The
        obligation of Company to consummate the transactions to be performed by it
        in
        connection with the Closing is subject to satisfaction of the following
        conditions:
  (1) The
        representations and warranties of CTHE and Merger Sub set forth in Section 5 will be
        true and correct in all material respects at and as of the Closing, except
        to
        the extent that such representations and warranties are qualified by the
        term
“material,” or contain terms such as “Adverse Effect” or “Adverse Change,” in
        which case such representations and warranties as so written, including the
        term
“material” or “Material,” will be true and correct in all respects at and as of
        the Closing;
  (2) Each
        of CTHE and Merger Sub will have performed and complied with all of its
        covenants hereunder in all material respects through the Closing, except
        to the
        extent that such covenants are qualified by the term “material,” or contain
        terms such as “Adverse Effect” or “Adverse Change,” in which case CTHE and, in
        the case of the Closing of the Merger, Merger Sub will have performed and
        complied with all of such covenants as so written, including the term “material”
or “Material,” in all respects through the Closing;
  (3) There
        will not be any judgment, order, decree or injunction in effect that would
        (a)
        prevent consummation of any of the transactions contemplated by this Agreement,
        or (b) cause any of the transactions contemplated by this Agreement to be
        rescinded following consummation;
  (4) CTHE
        and its Subsidiaries will not have engaged in any practice, taken any action,
        or
        entered into any transaction outside the Ordinary Course of Business which
        results in a Material Adverse Effect;
  (5) The
        Merger will have been duly approved by the requisite number of CTHE
        Stockholders;
  (6) CTHE
        will have delivered to Company a certificate to the effect that each of the
        conditions specified in Sections 2.B(1)-(5) is
        satisfied in all respects;
  (7) CTHE
        will have delivered to Company an executed counterpart of the Merger
        Certificate;
  (8) CTHE
        will have delivered to Company in mutually agreed form an Indemnity from
        its
        President and Acknowledgements from a majority-in-interest of the stockholders
        listed on Exhibit D .
  4
     (9) CTHE
        will have delivered to Company the resignations, effective as of the Closing,
        of
        each director and officer of CTHE and its Subsidiaries.
  Company
        may waive any condition specified in this Section 2.B if it
        executes a writing so stating at or prior to the Closing.
  **3.** **Covenants.**
  (i) Pre-closing
        Covenants .
        The
        Parties agree as follows with respect to the period from and after the execution
        of this Agreement until the Closing or termination of this Agreement:
  A. General .
        Each of
        the Parties will use its best efforts to prepare, execute and deliver all
        documents, take all actions and do all things necessary, proper, or advisable
        in
        order to consummate and make effective the transactions contemplated by this
        Agreement as soon as practicable, including the satisfaction, but not waiver,
        of
        all of the Closing conditions set forth in Section 2 .
  B. Notices .
        Company
        will give any notices (and will cause each of its Subsidiaries to give any
        notices) to third parties, and will use its best efforts to obtain (and will
        cause each of its Subsidiaries to use its best efforts to obtain) any necessary
        third-party consents.
  C. SEC
        and State Filings .
        Each of
        the Parties will, and will cause each of its Subsidiaries to, give any notices
        to, make any filings with, and use its best efforts to obtain any
        authorizations, consents, and approvals of Governmental Authorities in
        connection with the matters referred to herein.
  D. Further
        Cooperation .
        The
        filing Party in each instance will use its best efforts to respond to the
        comments of the SEC or any state Governmental Authorities on any filings
        and
        will make any further filings, including amendments and supplements, in
        connection therewith that may be necessary, proper, or advisable. CTHE will
        provide Company, and Company will provide CTHE, with whatever information
        and
        assistance in connection with the foregoing filings the filing Party may
        request.
  E. Reasonable
        Access .
        Company
        and CTHE will (and will cause each of their Subsidiaries to) permit
        representatives of CTHE and Company (including legal counsel and accountants)
        to
        have reasonable access, during normal business hours and on reasonable notice,
        to all information (including tax information) concerning its business,
        properties and personnel. The receiving Party will treat and hold as such
        any
        Confidential Information it receives from the other in the course of the
        reviews
        contemplated by this Section 3.E ,
        will
        not use any of the Confidential Information except in connection with this
        Agreement, and, if this Agreement is terminated for any reason whatsoever,
        agrees to return to the disclosing Party all tangible embodiments (and all
        copies) thereof that are in its possession.
  F. Notice
        of Developments .
        Each
        Party will give prompt written notice to the others of any material adverse
        development causing a breach of any of its own representations and warranties
        in
        this Agreement. No disclosure by any Party pursuant to this Section 3.F ,
        however, will be deemed to amend or supplement the Company Disclosure Schedule
        or the CTHE Disclosure Schedule or to prevent or cure any misrepresentation,
        breach of warranty, or breach of covenant.
  (ii) Post-closing
        Covenant .
        Company
        and CTHE covenant and agree that following the Closing the holders of CTHE
        common stock listed on Exhibit D who
        execute an Acknowledgement prior to Closing will have piggyback registration
        rights substantially similar to those set forth in Section 2 of the
        Registration Rights Agreement filed as Exhibit 10.2 to Company’s
        November 27, 2006 current report on Form 8-K, with respect to the shares of
        CTHE common stock set forth on Exhibit D, covering
        the resale for an offering to be made on a continuous basis pursuant to
        Rule 415 under the Securities Act,
  5
  (a) for
        as many such shares as can be added to the shares set forth in the Company’s
        prior Form S-3 to equal up to 29% of the total outstanding CTHE Shares on
        the
        filing date of such registration statement, and (b) as soon as practicable
        after the effective date of such registration statement for any such shares
        that
        remain unregistered.
  **4.** **Company’s
        Representations and Warranties.**
  The
        Company represents and warrants to CTHE that the statements contained in
        this Section
        4 are
        correct and complete as of the date of this Agreement and will be correct
        and
        complete as of the Closing, as though made then and as though the Closing
        were
        substituted for the date of this Agreement throughout this Section 4 ,
        except
        as set forth in the Company SEC Reports or the disclosure schedule provided
        by
        the Company to CTHE (the “ Company
        Disclosure Schedule ”)
        corresponding to the Section of this Agreement, to which any of the following
        representations and warranties specifically relate, or as disclosed in another
        section of the Company Disclosure Schedule, if it is reasonably apparent
        on the
        face of the disclosure that it is applicable to another Section of this
        Agreement, or in the Company SEC Reports:
  A. Organization,
        Qualification, and Corporate Power .
        Each of
        Company and its Subsidiaries is a corporation duly organized, validly existing,
        and in good standing under the laws of the jurisdiction of its incorporation.
        Each of Company and its Subsidiaries is duly authorized to conduct business
        and
        is in good standing under the laws of each jurisdiction where such qualification
        is required. Company and its Subsidiaries have full corporate power and
        authority to carry on the business in which it is engaged and to own and
        use the
        properties owned and used by it.
  B. Capitalization .
        The
        entire authorized capital stock of Company consists solely of 40,000,000
        shares
        of common stock, of which 14,200,050 shares are issued and outstanding, and
        10,000,000 shares of preferred stock, none of which are issued or outstanding.
        All of the issued and outstanding Company Shares have been duly authorized
        and
        are validly issued, fully paid, non-assessable and free of preemptive rights,
        and were issued in compliance with all applicable state and federal securities
        laws. There are no: (1) other outstanding or authorized shares, options,
        warrants, purchase rights, subscription rights, conversion rights, exchange
        rights, or other contracts or commitments of any kind that could require
        Company
        to issue, sell, or otherwise cause to become outstanding any of its capital
        stock.; (2) equity securities, debt securities or instruments convertible
        into or exchangeable for shares of such stock; or (3) outstanding or
        authorized stock appreciation, phantom stock, profit participation, or similar
        rights with respect to Company.
  C. Authorization
        of Transaction .
        Company
        has all requisite power and authority, including full corporate power and
        authority, to execute and deliver this Agreement and to perform its obligations
        hereunder and to consummate the transactions contemplated hereby. The execution
        and delivery of this Agreement by Company and the consummation by Company
        of the
        transactions contemplated hereby have been duly and validly authorized by
        all
        necessary corporate action by Company and, except as set forth herein, no
        other
        corporate proceedings on the part of Company and no shareholder vote or consent
        are necessary to authorize this Agreement or to consummate the transactions
        contemplated hereby. This Agreement has been duly and validly executed and
        delivered by Company. This Agreement and all other agreements and obligations
        entered into and undertaken in connection with the transactions contemplated
        hereby to which Company is a party constitutes the valid and legally binding
        obligations of Company, enforceable against Company in accordance with their
        respective terms.
  D. Non-Contravention .
        Neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions contemplated hereby, will (i) violate any constitution,
        statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
        or other restriction of any
  6
  government,
        governmental agency, or court to which Company or any of its Subsidiaries
        is
        subject or any provision of the charter or bylaws of Company or any of its
        Subsidiaries, or (ii) conflict with, result in a breach of, constitute a
        default
        under, result in the acceleration of, create in any party the right to
        accelerate, terminate, modify, or cancel, or require any notice under any
        agreement, contract, lease, license, instrument, or other arrangement to
        which
        Company or any of its Subsidiaries is a party or by which it is bound or
        to
        which any of its assets is subject (or result in the imposition of any Lien
        upon
        any of its assets). Other than in connection with the provisions of the DGCL,
        the Exchange Act, the Securities Act, and state securities laws, neither
        Company
        nor any of its Subsidiaries needs to give any notice to, make any filing
        with,
        or obtain any authorization, consent, or approval of any government or
        governmental agency in order for the Parties to consummate the transactions
        contemplated by this Agreement.
  E. Filings
        with SEC .
        Company
        has timely made all filings with the SEC that it has been required to make
        under
        the Securities Act and the Exchange Act (collectively the “ Company
        Public Reports ”)
        since
        September 1, 2006, and, to the Knowledge of the current officers and
        directors of Company, since Company Public Reports were first required to
        be
        filed. Each of the Company Public Reports has complied with the Securities
        Act
        and the Exchange Act in all material respects. None of the Company Public
        Reports, as of their respective dates, contained any untrue statement of
        a
        material fact or omitted to state a material fact necessary in order to make
        the
        statements made therein, in light of the circumstances under which they were
        made, not misleading.
  F. Financial
        Statements .
        Company
        has filed an annual report on Form 10-KSB for the fiscal year ended
        December 31, 2006 (“ Year
        End ”)
        and
        quarterly reports on Form 10-QSB for the fiscal quarters ended March 31 and
        June 30, 2007 (“ Quarter
        End ”).
        The
        financial statements included in or incorporated by reference into these
        Company
        Public Reports (including the related notes and schedules) have been prepared
        in
        accordance with GAAP throughout the periods covered thereby, present fairly
        the
        financial condition of Company and its Subsidiaries as of the indicated dates
        and the results of operations of Company and its Subsidiaries for the indicated
        periods and are correct and complete in all respects, and are consistent
        with
        the books and records of Company and its Subsidiaries; *provided,
        however* ,
        that
        the interim statements are subject to normal year-end adjustments.
  G. Events
        Subsequent to Year End .
        Since
        Year End and Quarter End, there has not been any Adverse Change.
  H. Litigation .
        There
        is no action, suit, legal or administrative proceeding or investigation pending,
        or to Company’s Knowledge threatened, against or involving Company (either as a
        plaintiff or defendant) before any court or governmental agency, authority,
        body
        or arbitrator. Neither Company nor to its Knowledge any officer, director
        or
        employee of Company, has been permanently or temporarily enjoined by any
        order,
        judgment or decree of any court or any governmental agency, authority or
        body
        from engaging in or continuing any conduct or practice in connection with
        the
        business, assets, or properties of Company. There in existence on the date
        hereof any order, judgment or decree of any court, tribunal or agency enjoining
        or requiring Company to take any action of any kind with respect to its
        business, assets or properties.
  I. Undisclosed
        Liabilities .
        Neither
        Company nor any of its Subsidiaries has any liability of any kind, whether
        known
        or unknown, whether asserted or unasserted, whether absolute or contingent,
        whether accrued or unaccrued, whether liquidated or unliquidated, and whether
        due or to become due, including any liability for Taxes, except for
        (i) liabilities set forth on the face of the balance sheet dated as of Year
        End and Quarter End (rather than in any notes thereto), and
        (ii) liabilities that have arisen after Year End and Quarter End in the
        Ordinary Course of Business (none of which results from, arises out of,
  7
  relates
        to, is in the nature of, or was caused by any breach of contract, breach
        of
        warranty, tort, infringement, or violation of law).
  J. Compliance
        with Laws .
        To its
        Knowledge, (a) Company has all requisite licenses, permits and
        certificates, including environmental, health and safety permits, from federal,
        state and local authorities necessary to conduct its business and own and
        operate its assets including, without limitation all necessary approvals,
        licenses, except where the failure to have such permits would not reasonably
        be
        expected to have an Adverse Effect; (b) Company is not in violation of any
        law, regulation or ordinance (including, without limitation, laws, regulations
        or ordinances relating to building, zoning, environmental, disposal of hazardous
        waste, land use or similar matters) relating to its properties, the enforcement
        of which would have an Adverse Effect; and (c) the business of Company as
        conducted since September 1, 2006, and to the Knowledge of the current
        officers and directors of Company since inception, has not violated, and
        as of
        the Closing does not violate, in any material respect, any federal, state,
        local
        or foreign laws, regulations or orders, the enforcement of which would have
        an
        Adverse Effect. Company has not had notice or communication from any federal,
        state or local governmental or regulatory authority or otherwise of any such
        violation or noncompliance.
  K. Brokers’
        Fees .
        Neither
        Company nor any of its Subsidiaries has any liability or obligation to pay
        any
        fees or commissions to any broker, finder, or agent with respect to the
        transactions contemplated by this Agreement.
  L. Tax
        Treatment .
        Company
        operates at least one significant historic business line, or owns at least
        a
        significant portion of its historic business assets, in each case within
        the
        meaning of Treas. Reg. §1.368-1(d). Neither Company nor, to the Knowledge of
        Company, any of its Affiliates has taken or agreed to take action that would
        prevent the Merger from constituting a tax-free reorganization under
        Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.
  **5.** **CTHE’s
        Representations and Warranties.**
  Each
        of CTHE and Merger Sub represents and warrants to Company that the statements
        contained in this Section 5 are
        correct and complete as of the date of this Agreement and will be correct
        and
        complete as of the Closing (as though made then and as though the Closing
        were
        substituted for the date of this Agreement throughout this Section 5 ,
        except
        as set forth in the except as set forth in the CTHE SEC Reports or the
        disclosure schedule provided by CTHE to the Company (the “ CTHE
        Disclosure Schedule ”)
        corresponding to the Section of this Agreement, to which any of the following
        representations and warranties specifically relate, or as disclosed in another
        section of the CTHE Disclosure Schedule, if it is reasonably apparent on
        the
        face of the disclosure that it is applicable to another Section of this
        Agreement, or in the CTHE SEC Reports:
  A. Organization,
        Qualification, and Corporate Power .
        Each of
        CTHE and its Subsidiaries is a corporation duly organized, validly existing,
        and
        in good standing under the laws of the jurisdiction of its incorporation.
        Each
        of CTHE and its Subsidiaries is duly authorized to conduct business and is
        in
        good standing under the laws of each jurisdiction where such qualification
        is
        required. CTHE and its Subsidiaries have full corporate power and authority
        to
        carry on the business in which it is engaged and to own and use the properties
        owned and used by it.
  B. Capitalization .
        The
        entire authorized capital stock of CTHE consists solely of 60,000,000 shares
        of
        common stock, of which 2,894,675 shares are issued and outstanding, and
        1,000,000 shares of preferred stock, none of which are issued or outstanding.
        All of the issued and outstanding CTHE Shares have been duly authorized and
        are
        validly issued, fully paid, non-assessable and free of preemptive rights,
        and
        were issued in compliance with all applicable state and federal securities
        laws.
        There are no: (1) other
  8
  outstanding
        or authorized shares, options, warrants, purchase rights, subscription rights,
        conversion rights, exchange rights, or other contracts or commitments of
        any
        kind that could require CTHE to issue, sell, or otherwise cause to become
        outstanding any of its capital stock.; (2) equity securities, debt
        securities or instruments convertible into or exchangeable for shares of
        such
        stock; or (3) outstanding or authorized stock appreciation, phantom stock,
        profit participation, or similar rights with respect to CTHE.
  C. Authorization
        of Transaction .
        CTHE
        has all requisite power and authority, including full corporate power and
        authority, to execute and deliver this Agreement and to perform its obligations
        hereunder and to consummate the transactions contemplated hereby. The execution
        and delivery of this Agreement by CTHE and the consummation by CTHE of the
        transactions contemplated hereby have been duly and validly authorized by
        all
        necessary corporate action by CTHE and, except as set forth herein, no other
        corporate proceedings on the part of CTHE and no shareholder vote or consent
        are
        necessary to authorize this Agreement or to consummate the transactions
        contemplated hereby. This Agreement has been duly and validly executed and
        delivered by CTHE. This Agreement and all other agreements and obligations
        entered into and undertaken in connection with the transactions contemplated
        hereby to which CTHE is a party constitutes the valid and legally binding
        obligations of CTHE, enforceable against CTHE in accordance with their
        respective terms.
  D. Non-Contravention .
        Neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions contemplated hereby, will (i) violate any constitution,
        statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
        or other restriction of any government, governmental agency, or court to
        which
        CTHE or any of its Subsidiaries is subject or any provision of the charter
        or
        bylaws of CTHE or any of its Subsidiaries, or (ii) conflict with, result in
        a breach of, constitute a default under, result in the acceleration of, create
        in any party the right to accelerate, terminate, modify, or cancel, or require
        any notice under any agreement, contract, lease, license, instrument, or
        other
        arrangement to which CTHE or any of its Subsidiaries is a party or by which
        it
        is bound or to which any of its assets is subject (or result in the imposition
        of any Lien upon any of its assets). Other than in connection with the
        provisions of the DGCL, the Exchange Act, the Securities Act, and state
        securities laws, neither CTHE nor any of its Subsidiaries needs to give any
        notice to, make any filing with, or obtain any authorization, consent, or
        approval of any government or governmental agency in order for the Parties
        to
        consummate the transactions contemplated by this Agreement.
  E. Filings
        with SEC .
        CTHE
        has timely made all filings with the SEC that it has been required to make
        under
        the Securities Act and the Exchange Act (collectively the “ CTHE
        Public Reports ”)
        since
        January 1, 2006, and, to the Knowledge of the current officers and
        directors of CTHE, since CTHE Public Reports were first required to be filed.
        Each of the CTHE Public Reports has complied with the Securities Act and
        the
        Exchange Act in all material respects. None of the CTHE Public Reports, as
        of
        their respective dates, contained any untrue statement of a material fact
        or
        omitted to state a material fact necessary in order to make the statements
        made
        therein, in light of the circumstances under which they were made, not
        misleading.
  F. Financial
        Statements .
        CTHE
        has filed an annual report on Form 10-KSB for the fiscal year ended
        December 31, 2006 (“ Year
        End ”)
        and
        quarterly reports on Form 10-QSB for the fiscal quarter ended March 31,
        2007 (“ Quarter
        End ”).
        The
        financial statements included in or incorporated by reference into these
        CTHE
        Public Reports (including the related notes and schedules) have been prepared
        in
        accordance with GAAP throughout the periods covered thereby, present fairly
        the
        financial condition of CTHE and its Subsidiaries as of the indicated dates
        and
        the results of operations of CTHE and its Subsidiaries for the indicated
        periods
        and are correct and complete in all respects, and are consistent with the
        books
        and records of CTHE and its Subsidiaries; *provided,
        however* ,
        that
        the interim statements are subject to normal year-end adjustments.
  9
  G. Events
        Subsequent to Year End .
        Since
        Year End and Quarter End, there has not been any Adverse Change.
  H. Litigation .
        There
        is no action, suit, legal or administrative proceeding or investigation pending,
        or to CTHE’s Knowledge threatened, against or involving CTHE (either as a
        plaintiff or defendant) before any court or governmental agency, authority,
        body
        or arbitrator. Neither CTHE nor to its Knowledge any officer, director or
        employee of CTHE, has been permanently or temporarily enjoined by any order,
        judgment or decree of any court or any governmental agency, authority or
        body
        from engaging in or continuing any conduct or practice in connection with
        the
        business, assets, or properties of CTHE. There in existence on the date hereof
        any order, judgment or decree of any court, tribunal or agency enjoining
        or
        requiring CTHE to take any action of any kind with respect to its business,
        assets or properties.
  I. Undisclosed
        Liabilities .
        Neither
        CTHE nor any of its Subsidiaries has any liability of any kind, whether known
        or
        unknown, whether asserted or unasserted, whether absolute or contingent,
        whether
        accrued or unaccrued, whether liquidated or unliquidated, and whether due
        or to
        become due, including any liability for Taxes, except for (i) liabilities
        set forth on the face of the balance sheet dated as of Year End and Quarter
        End
        (rather than in any notes thereto), and (ii) liabilities that have arisen
        after
        Year End and Quarter End in the Ordinary Course of Business (none of which
        results from, arises out of, relates to, is in the nature of, or was caused
        by
        any breach of contract, breach of warranty, tort, infringement, or violation
        of
        law).
  J. Compliance
        with Laws .
        To its
        Knowledge, (a) CTHE has all requisite licenses, permits and certificates,
        including environmental, health and safety permits, from federal, state and
        local authorities necessary to conduct its business and own and operate its
        assets including, without limitation all necessary approvals, licenses, except
        where the failure to have such permits would not reasonably be expected to
        have
        an Adverse Effect; (b) CTHE is not in violation of any law, regulation or
        ordinance (including, without limitation, laws, regulations or ordinances
        relating to building, zoning, environmental, disposal of hazardous waste,
        land
        use or similar matters) relating to its properties, the enforcement of which
        would have an Adverse Effect; and (c) the business of CTHE as conducted since
        September 1, 2006, and to the Knowledge of the current officers and
        directors of CTHE since inception, has not violated, and as of the Closing
        does
        not violate, in any material respect, any federal, state, local or foreign
        laws,
        regulations or orders, the enforcement of which would have an Adverse Effect.
        CTHE has not had notice or communication from any federal, state or local
        governmental or regulatory authority or otherwise of any such violation or
        noncompliance.
  K. Brokers’
        Fees .
        Neither
        CTHE nor any of its Subsidiaries has any liability or obligation to pay any
        fees
        or commissions to any broker, finder, or agent with respect to the transactions
        contemplated by this Agreement.
  L. Tax
        Treatment .
        Neither
        CTHE or Merger Sub nor, to the Knowledge of CTHE, any of their Affiliates
        has
        taken or agreed to take action that would prevent the Merger from constituting
        a
        tax-free reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the
        Code.
  M. No
        Liabilities .
        As of
        the Closing, neither CTHE nor any of its Subsidiaries will have any liability
        of
        any kind, whether known or unknown, asserted or unasserted, absolute or
        contingent, accrued or unaccrued, liquidated or unliquidated, due or to become
        due, by virtue of contract, statute, regulation, law, equity, or otherwise.
  N. OTCBB
        Trading .
        CTHE
        Shares are actively and currently quoted on the OTC Bulletin Board, CTHE
        meets
        all issuer and equity security requirements to permit an NASD member to quote
        the
  10
  CTHE
        Shares on the OTC Bulletin Board, and, to CTHE’s Knowledge, is entitled to
        continue to be so quoted following the Merger.
  O. Form S-3
        Eligibility .
        CTHE
        meets all Registrant Requirements (as such term is defined in Form S-3
        promulgated by the SEC) in order to use the registration statement on Form
        S-3
        for the registration of securities under the Act, including without limitation
        all requirements set forth in Section I.A of the General Instructions to
        Form S-3 promulgated by the SEC.
  P. Stockholder
        Claims .
        There
        are no existing claims against CTHE by any current or former stockholder
        of
        CTHE, and to CTHE’s Knowledge, no facts or circumstances reasonably likely to
        result in any such claims.
  Q. Operations
        of Merger Sub .
        Merger
        Sub is a direct, wholly owned subsidiary of CTHE, was formed solely for the
        purpose of engaging in the transactions contemplated by this Agreement, has
        engaged in no other business activities and has conducted its operations
        only as
        contemplated by this Agreement.
  R. Banking
        Facilities .
        Its
        disclosure schedule sets forth a true, correct, and complete list of:
  (1) Each
        bank, savings and loan or similar financial institution in which CTHE has
        an
        account or safety deposit box and the numbers of the accounts or safety deposit
        boxes maintained by CTHE thereat; and
  (2) The
        names of all signatories authorized to draw on each such account or to have
        access to any such safety deposit box facility.
  S. Powers
        of Attorney and Suretyships .
        CTHE
        does not have (i) any general powers of attorney outstanding, whether as
        grantor or grantee thereof, or (ii) except as reflected in its financial
        statements, any obligation or liability, whether actual, accrued, accruing,
        contingent or otherwise, as guarantor, surety, co-signer, endorser, co-maker,
        indemnitor, or otherwise in respect of the obligation of any person,
        corporation, partnership, joint venture, association, organization or other
        entity, except as endorser or maker of checks or letters of credit,
        respectively, endorsed or made in the ordinary course of business.
  T. Tax
        Matters .
  (1) Within
        the times and in the manner prescribed by law, CTHE has filed all federal,
        state
        and local Tax Returns, and all Tax Returns for other governing bodies having
        jurisdiction to levy Taxes upon it, that it was required to file (including
        Tax
        Returns for any Affiliated Group of which CTHE was a member). All such Tax
        Returns were true, correct and complete in all respects.
  (2) All
        Taxes owed by CTHE or any Affiliated Group of which CTHE was a member (including
        interest, penalties, assessments and deficiencies which have become due,
        including without limitation income, franchise, real estate, and sales and
        withholding Taxes), whether or not shown on any Tax Return, have been paid.
  (3) CTHE
        has withheld and paid all Taxes required to have been withheld and paid in
        connection with any amounts paid or owing to any employee, independent
        contractor, creditor, stockholder, or other third party.
  11
  (4) CTHE
        has not waived or extended any applicable statute of limitations relating
        to the
        assessment of federal, state or local Taxes;
  (5) No
        examinations of the federal, state or local Tax Returns of CTHE are currently
        in
        progress nor threatened and no deficiencies have been asserted or to its
        Knowledge assessed against CTHE as a result of any audit by the Internal
        Revenue
        Service or any state or local Tax authority and no such deficiency has been
        proposed or threatened.
  (6) There
        are no pending or threatened audits, assessments or other actions relating
        to
        any liability in respect of Taxes of CTHE by any Tax authority nor are there
        any
        matters under discussion with any Tax authority with respect to Taxes of
        CTHE.
  (7) CTHE
        is not a party to or bound by any Tax allocation or sharing agreement.
  (8) CTHE
        (A) has not been a member of an Affiliated Group filing a consolidated
        federal income Tax Return (other than a group of the common parent of which
        was
        CTHE) or (B) does not have any liability for the Taxes of any Person (other
        than CTHE or any members of an Affiliated Group of which CTHE was a member)
        under Treasury Regulations Section 1.1502-6 (or any similar provision of
        state, local, or foreign law), as a transferee or successor, by contract,
        or
        otherwise.
  (9) CTHE
        has not distributed stock of another Person, or has had its stock distributed
        by
        another Person, in a transaction that was purported or intended to be governed
        in whole or in part by Code Section 355 or §361.
  (10) CTHE
        has not filed a consent pursuant to Section 341(f) of the Code relating to
        collapsible corporations nor has CTHE agreed to have Section 341(f)(2) of
        the Code apply to any disposition of a subsection (f) asset as such term is
        defined in Section 341(f)(4) of the Code.
  (11) CTHE
        has filed all required state and federal income tax returns for all periods
        through December 31, 2006, and will file all such returns for all periods
        prior to Closing. CTHE does not and will not owe any taxes or penalties for
        any
        such periods.
  U. Books
        and Records .
        The
        general ledger and books of account of CTHE, all minute books of CTHE, all
        federal, state and local income, franchise, property and other Tax Returns
        filed
        by CTHE, all reports and filings with the SEC by CTHE, all of which have
        been
        made available to CTHE, are in all material respects complete and correct
        and
        have been maintained in accordance with good business practice and in accordance
        with all applicable procedures required by laws and regulations.
  V. Contracts
        and Commitments .
        There
        are no contracts, agreements or understandings, whether written or oral,
        to
        which CTHE is a party or by which CTHE or any of its property may be bound
        in
        any manner as of the Closing Date.
  W. Investment
        Company .
        CTHE is
        not and never has been an “investment company” as such term is defined in
        Section 3 of the Investment Company Act of 1940, as amended.
  **6.** **Termination
        of Merger Transaction.**
  A. Termination .
        Any of
        the Parties may terminate this Agreement only as follows:
  (1) CTHE
        may terminate this Agreement by giving written notice to Company at any time
        prior to the Closing in the event:
  12
  (a) of
        an Uncured Breach by Company;
  (b) CTHE
        is not reasonably satisfied with the results of its due diligence regarding
        Company;
  (c) the
        Closing shall not have been consummated on or before close of business on
        Friday, August 31, 2007; or
  (d) the
        board of directors or special committee of CTHE determines in good faith
        that
        the failure to terminate this Agreement would constitute a breach of the
        fiduciary duties of the CTHE board of directors or special committee to the
        CTHE
        stockholders under applicable law.
  (2) Company
        may terminate this Agreement by giving written notice to CTHE and Merger
        Sub at
        any time prior to the Closing in the event:
  (a) of
        an Uncured Breach by CTHE or Merger Sub;
  (b) Company
        is not reasonably satisfied with the results of its due diligence regarding
        CTHE;
  (c) the
        Company Shares become quoted on the OTC Bulletin Board;
  (d) the
        Closing shall not have been consummated on or before close of business on
        Friday, August 31, 2007; or
  (e) the
        board of directors or special committee of Company determines in good faith
        that
        the failure to terminate this Agreement would constitute a breach of the
        fiduciary duties of the Company board of directors or special committee to
        the
        Company stockholders under applicable law.
  (3) Company
        may terminate this Agreement and rescind the Merger by giving written notice
        to
        CTHE and Merger Sub within 10 days after the Closing in the event that the
        CTHE Shares do not continue to be quoted on the OTC Bulletin Board immediately
        following the Merger.
  (4) Either
        Party may terminate this Agreement if a Governmental Authority of competent
        jurisdiction shall have issued an order or taken any other action, in each
        case
        which has become final and non-appealable, and which permanently restrains,
        enjoins or otherwise prohibits the Closing.
  B. Effect
        of Termination .
        If this
        Agreement is terminated pursuant to Section
        6.A ,
        the
        Parties shall no further obligation of any kind; provided,
        however ,
        that if
        the Agreement is terminated by Company pursuant to Section 6.A(2)(c) ,
        Company
        shall pay to CTHE an amount equal to its reasonable out-of-pocket costs and
        expenses related this Agreement and the transactions contemplated hereby.
  **7.** **Definitions.**
  “ Adverse
        Effect ”
or
        “ Adverse
        Change ”
means
        any effect or change that would be, or could reasonably be expected to be,
        materially adverse to the business, assets, financial condition, operating
        results, operations, or business prospects of Company or CTHE, as appropriate,
        or to the ability of Company or CTHE, as appropriate, to consummate timely
        the
        transactions contemplated by this Agreement, regardless of whether or not
        such
        adverse effect or change can be or has been cured at any time or whether
        CTHE or
        Company, as appropriate, has knowledge of such effect or change on the date
  13
  hereof,
        including any adverse change, event, development, or effect arising from
        or
        relating to: (a) general business or economic conditions, including such
        conditions related to the business of Company or CTHE, as appropriate,
        (b) national or international political or social conditions, including the
        engagement by the United States in hostilities, whether or not pursuant to
        the
        declaration of a national emergency or war, or the occurrence of any military
        or
        terrorist attack upon the United States, or any of its territories, possessions,
        or diplomatic or consular offices or upon any military installation, equipment
        or personnel of the United States, (c) financial, banking, or securities
        markets, including any general suspension of trading in, or limitation on
        prices
        for, securities on any national exchange or trading market, (d) changes in
        GAAP, (e) changes in laws, rules, regulations, orders, or other binding
        directives issued by any governmental entity, and (f) the taking of any
        action contemplated by this Agreement and the other agreements contemplated
        hereby.
  “ Affiliate ”
has
        the
        meaning set forth in Rule 12b-2 of the regulations promulgated under the
        Exchange Act.
  “ Affiliated
        Group ”
means
        any affiliated group within the meaning of Code §1504(a) or any similar group
        defined under a similar provision of state, local or foreign law.
  “ Code ”
means
        the Internal Revenue Code of 1986, as amended, or any succeeding law.
  “ Company
        SEC Reports ”
means
        each report, schedule, registration statement, definitive proxy statement
        and
        other document required to be filed by the Company and its predecessors and
        officers and directors under the Exchange Act or the Securities Act as such
        documents have been amended since the time of their filing.
  “ Confidential
        Information ”
means
        material non-public information concerning the business and affairs of Company
        and its Subsidiaries, that is confidential or proprietary in nature, relating
        to
        (a) Company’s proprietary technology, including any patent applications,
        trade secrets, methods, data, processes, formulas, instrumentation, techniques,
        know-how, procedures, enhancements or improvements, or (b) Company’s
        products or services, systems, finances, methods of operation, strategy,
        business plans, prospective or existing contracts or other business
        arrangements, that Company uses reasonable efforts to identify as Confidential
        Information when provided. Confidential Information does not include information
        that is or becomes: (i) part of the public domain through no act or
        omission of the receiving Party, (ii) developed independently by the
        receiving Party, or (iii) lawfully provided to the receiving Party by a
        third party not subject to an obligation of confidentiality or otherwise
        prohibited from transmitting the information.
  “ CTHE
        SEC Reports ”
means
        each report, schedule, registration statement, definitive proxy statement
        and
        other document required to be filed by CTHE and its predecessors and officers
        and directors under the Exchange Act or the Securities Act as such documents
        have been amended since the time of their filing.
  “ DGCL ”
means
        the General Corporation Law of the State of Delaware, as amended.
  “ Dissenting
        Share ”
means
        any Company Share held of record by any stockholder who has exercised applicable
        appraisal rights under the DGCL.
  “ Exchange
        Act ”
means
        the Securities Exchange Act of 1934, as amended, and the regulations promulgated
        thereunder.
  14
  “ GAAP ”
means
        United States generally accepted accounting principles as in effect from
        time to
        time, consistently applied.
  “ Governmental
        Authority ”
means
        any national, state, municipal, local or foreign government, any
        instrumentality, subdivision, court, administrative agency or commission
        or
        other authority thereof, or any quasi-governmental or private body exercising
        any regulatory, taxing, importing or other governmental or quasi-governmental
        authority.
  “ Knowledge ”
means
        actual knowledge after reasonable investigation.
  “ NASD ”
means
        NASD, Inc. or any successor organization which regulates and administers
        trading
        in OTC Bulletin Board securities.
  “ Ordinary
        Course of Business ”
means
        the ordinary course of business consistent with past custom and practice,
        including with respect to nature, quantity and frequency.
  “O TC
        Bulletin Board ”
means
        the over-the-counter bulletin board trading of securities administered by
        the
        NASD.
  “ Person ”
means
        an individual, a partnership, a corporation, a limited liability company,
        an
        association, a joint stock company, a trust, a joint venture, an unincorporated
        organization, any other business entity, or a governmental entity (or any
        department, agency, or political subdivision thereof).
  “ SEC ”
means
        the Securities and Exchange Commission.
  “ Securities
        Act ”
means
        the Securities Act of 1933, as amended, and the regulations promulgated
        thereunder.
  “ Stockholder
        Approval ”
means
        the effective affirmative vote of the holders of a majority of the Company
        Shares or CTHE Shares, as the case may be, in favor of this Agreement and
        the
        Merger.
  “ Subsidiary ”
means,
        with respect to any Person, any corporation, limited liability company,
        partnership, association, or other business entity of which (a) if a
        corporation, a majority of the total voting power of shares of stock entitled
        (without regard to the occurrence of any contingency) to vote in the election
        of
        directors, managers, or trustees thereof is at the time owned or controlled,
        directly or indirectly, by that Person or one or more of the other Subsidiaries
        of that Person or a combination thereof or (b) if a limited liability
        company, partnership, association, or other business entity (other than a
        corporation), a majority of the partnership or other similar ownership interests
        thereof is at the time owned or controlled, directly or indirectly, by that
        Person or one or more Subsidiaries of that Person or a combination thereof
        and
        for this purpose, a Person or Persons owns a majority ownership interest
        in such
        a business entity (other than a corporation) if such Person or Persons will
        be
        allocated a majority of such business entity’s gains or losses or will be or
        control any managing director or general partner of such business entity
        (other
        than a corporation). The term “ Subsidiary ”
will
        include all Subsidiaries of such Subsidiary.
  “ Tax”
        or “Taxes ”
means
        any federal, state, local, or foreign income, gross receipts, license, payroll,
        employment, excise, severance, stamp, occupation, premium, windfall profits,
        environmental (including taxes under Code §59A), customs duties, capital stock,
        franchise, profits, withholding, social  security
        (or similar), unemployment, disability, real property, personal property,
        sales,
        use, transfer, registration, value added, alternative or add-on minimum,
        estimated, or other tax of any kind whatsoever,
  15
  including
        any interest, penalty, or addition thereto, whether disputed or not and
        including any obligations to indemnify or otherwise assume or succeed to
        the Tax
        liability of any other Person.
  “ Tax
        Return ”
means
        any return, declaration, report, claim for refund, or information return
        or
        statement relating to Taxes, including any schedule or attachment thereto,
        and
        including any amendment thereof.
  “ Uncured
        Breach ”
means
        an unexcused breach of any material representation, warranty or covenant
        contained in this Agreement, in any material respect, following written notice
        reasonably specifying the breach and the demanded manner of cure, if and
        when
        the breach has continued without cure for a period of five (5) days after
        the notice of breach.
  **8.** **General.**
  A. Press
        Releases and Public Announcements .
        No
        Party will issue any press release or make any public announcement relating
        to
        the subject matter of this Agreement without the prior written approval of
        the
        other Parties; *provided,
        however* ,
        that
        any Party may make any public disclosure it believes in good faith based
        upon
        advise of counsel is required by applicable law or any listing or trading
        agreement concerning its publicly traded securities (in which case the
        disclosing Party will use its best efforts to advise the other Party prior
        to
        making the disclosure).
  B. No
        Third-Party Beneficiaries .
        This
        Agreement will not confer any rights or remedies upon any Person other than
        the
        Parties and their respective successors and permitted assigns.
  C. Succession
        and Assignment .
        This
        Agreement will be binding upon and inure to the benefit of the Parties named
        herein and their respective successors and permitted assigns. No Party may
        assign either this Agreement or any of its rights, interests, or obligations
        hereunder without the prior written approval of the other Parties.
  D. Headings .
        The
        section headings contained in this Agreement are inserted for convenience
        only
        and will not affect in any way the meaning or interpretation of this Agreement.
  E. Notices .
        All
        notices, requests, demands, claims, and other communications hereunder will
        be
        in writing. Any notice, request, demand, claim, or other communication hereunder
        will be deemed duly given (i) when delivered personally to the recipient,
        (ii) one (1) business day after being sent to the recipient by
        reputable overnight courier service, (iii) one (1) business day after
        being sent to the recipient by facsimile transmission or electronic mail,
        or
        (iv) four (4) business days after being mailed to the recipient by
        certified or registered mail, return receipt requested and postage prepaid,
        and
        addressed to the intended recipient as set forth below:
  If
        to
        CTHE or Merger Sub :
  CT
        Holdings Enterprises, Inc.
  2100
        McKinney Avenue, Suite 1500
  Dallas,
        TX 75201
  Attn:
        Steven B. Solomon
  Fax:
        (214) 520-0034
  Email:
        ssolomon@ct-holdings.com
  16
  With
        a
        copy to :
  Wood
        & Sartain, LLP
 12655
        North Central Expressway, Suite 421
 Dallas,
        TX 75243
 Attn:
        David A. Wood, Esq.
 Fax:
        (972) 701-0302
 Email:
        david@woodsartain.com
  If
        to
        Company :
  Xcorporeal,
        Inc.
 11150
        Santa Monica Boulevard, Suite 340
 Los
        Angeles, CA 90025
 Attention:
        Terren S. Peizer
 Fax:
        (310) 484-5668
  With
        a
        copy to :
  Dreier
        Stein & Kahan, LLP
 1620
        26 th Street,
        North Tower, Sixth Floor
 Santa
        Monica, CA 90404
 Attn:
        John C. Kirkland, Esq.
 Fax:
        (424) 202-6250
 Email:
        jkirkland@dskllp.com
  Any
        Party may change the address to which notices, requests, demands, claims,
        and
        other communications hereunder are to be delivered by giving the other Parties
        notice in the manner herein set forth.
  F. Governing
        Law .
        This
        Agreement will be governed by and construed in accordance with the domestic
        laws
        of the State of Delaware without giving effect to any choice or conflict
        of law
        provision or rule (whether of the State of Delaware or any other jurisdiction)
        that would cause the application of the laws of any jurisdiction other than
        the
        State of Delaware.
  G. Arbitration .
        Any
        dispute, controversy or claim arising out of or relating to this Agreement,
        shall be resolved by final and binding arbitration before a retired judge
        at
        JAMS or its successor in Santa Monica, California. The prevailing party shall
        be
        awarded its arbitrator, expert and attorney fees, costs and expenses. Any
        interim or final award of the arbitrator may be entered in any court of
        competent jurisdiction.
  H. Severability .
        Any
        term or provision of this Agreement that is invalid or unenforceable in any
        situation in any jurisdiction will not affect the validity or enforceability
        of
        the remaining terms and provisions hereof or the validity or enforceability
        of
        the offending term or provision in any other situation or in any other
        jurisdiction.
  I. Attorneys
        and Expenses .
        All
        Parties have been represented by their own separate counsel in connection
        with
        this Agreement and the transactions contemplated hereby: Wood & Sartain, LLP
        and its attorneys have solely represented the interests of CTHE and Merger
        Sub,
        and Dreier Stein & Kahan LLP and its attorneys have solely represented the
        interests of Company. Each of the Parties will bear its own costs and expenses
        (including legal fees and expenses) incurred in connection with this negotiation
  17
  and
        preparation of this Agreement and the transactions contemplated hereby; provided
        that Company shall pay for up to $25,000 of the reasonable, necessary and
        customary out-of-pocket costs and expenses (including, if the Closing is
        consummated, legal fees and expenses of negotiation and preparation) of CTHE
        incurred in connection with this Agreement and the transactions contemplated
        hereby.
  J. Construction .
        The
        Parties have participated jointly in the negotiation and drafting of this
        Agreement. In the event an ambiguity or question of intent or interpretation
        arises, this Agreement will be construed as if drafted jointly by the Parties
        and no presumption or burden of proof will arise favoring or disfavoring
        any
        Party by virtue of the authorship of any of the provisions of this Agreement.
        Any reference to any federal, state, local, or foreign statute or law will
        be
        deemed also to refer to all rules and regulations promulgated thereunder,
        unless
        the context otherwise requires. The word “including” will mean including without
        limitation. Time is of the essence of each provision of this Agreement.
  K. Incorporation
        of Exhibits .
        The
        Exhibits identified in this Agreement are incorporated herein by reference
        and
        made a part hereof.
  L. Amendments
        and Waivers .
        The
        Parties may mutually amend any provision of this Agreement at any time prior
        to
        the Closing with the prior authorization of their respective boards of
        directors; *provided,
        however* ,
        that
        any amendment effected subsequent to stockholder approval will be subject
        to the
        restrictions contained in the DGCL. No amendment of any provision of this
        Agreement will be valid unless the same will be in writing and signed by
        all of
        the Parties. No waiver by any Party of any provision of this Agreement or
        any
        default, misrepresentation, or breach of warranty or covenant hereunder,
        whether
        intentional or not, will be valid unless the same will be in writing and
        signed
        by the Party making such waiver nor will such waiver be deemed to extend
        to any
        prior or subsequent default, misrepresentation, or breach of warranty or
        covenant hereunder or affect in any way any rights arising by virtue of any
        prior or subsequent such default, misrepresentation, or breach of warranty
        or
        covenant.
  M. Survival .
        All of
        the representations, warranties, and covenants of the Parties contained in
        this
        Agreement shall survive the Closing, and continue in full force and effect
        for a
        period of three years thereafter, or the expiration of the applicable statute
        of
        limitation.
  N. Counterparts .
        This
        Agreement may be executed in one or more counterparts, including by means
        of
        facsimile, each of which will be deemed an original, and all of which together
        will constitute one and the same instrument.
  18
  O. Entire
        Agreement .
        This
        Agreement, including the attached Exhibits and documents referred to herein,
        constitutes the entire agreement among the Parties, and supersedes all prior
        or
        contemporaneous understandings or agreements, whether written or oral. Neither
        party has relied upon any promise, representation or undertaking not expressly
        set forth herein. To the extent that there is any conflict between any provision
        in this Agreement and any provision in any other agreement to which the Parties
        are also parties, the provision of this Agreement shall govern.
  IN
        WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
        date
        first above written.
  **CTHE:**
                
                CT
                  HOLDINGS ENTERPRISES, INC.By:Steven
                  B. SolomonPresident
                  and Chief Executive Office**MERGER
                  SUB:**
                
                XC
                  ACQUISITION CORPORATIONBy:Steven
                  B. SolomonPresident
                  and Chief Executive Officer
 
  **COMPANY:**
                
                XCORPOREAL,
                  INC.By:Terren
                  S. PeizerExecutive
                  Chairman of the Board
  19
  **Exhibit A**
  Certificate
        of Merger
  20
  **Exhibit B**
  Amended
        and Restated Certificate of Incorporation of CTHE
  21
  **Exhibit C**
  2007
        Incentive Compensation Plan of CTHE
  22
  **Exhibit D**
  **Piggyback
        Registration Rights**
  **Name**
              
              
              **Number
                  of Shares (Post-reverse split)**Richard
                  Connelly
              
              
              1,250Chris
                  A. Economou
              
              
              5,001Lawrence
                  Lacerte
              
              
              50,879Mark
                  Rogers
              
              
              5,001Phil
                  Romano
              
              
              626Axel
                  Sawallich
              
              
              2,501Steven
                  B. Solomon
              
              
              169,625David
                  Wood
              
              
              6,251
  23