EXHIBIT
      10.1

    


    STOCK
      PURCHASE AGREEMENT

    


    


    STOCK
      PURCHASE AGREEMENT, dated as of February 20, 2008 (this “Agreement”),
      by
      and among the persons listed on Schedule
      A
      to this
      Agreement (each a “Seller”
and
      collectively, the “Sellers”);
      Fountainhead Capital Management Limited, an entity registered in Jersey
      (“Fountainhead”);
      and
      La Pergola Investments Limited, an entity registered in Jersey (“La
      Pergola”)(collectively,
      Fountainhead
      and
      La
      Pergola
      shall be
      hereinafter referred to as “Purchasers”).
      Each
      Seller and each Purchasers are referred to herein as a “Party”
and
      collectively, as the “Parties”.

    


    BACKGROUND

    


    The
      Sellers are the owners of 16,400,000 shares of common stock of Blink Couture,
      Inc., a Delaware corporation (the “Company”)
      and
      collectively desire to sell the number of shares of said stock set forth
      opposite their names on Schedule
      A
      (the
“Seller
      Shares”).
      The
      Seller Shares represent approximately 79.5% of the issued and outstanding
      capital stock of the Company as of the date hereof calculated on a fully-diluted
      basis. The Purchasers desire to purchase all of the Seller Shares in the
      following percentages: Fountainhead - 85%; and La Pergola - 15% (“Purchasers
      Percentages”),
      as
      follows.

    


    NOW,
      THEREFORE, in consideration of the foregoing and the mutual promises and
      covenants herein contained, the Company, the Sellers and the Purchasers hereby
      agree as follows: 

    


    1. Purchase
      and Sale.

     

    Each
      Seller shall sell, transfer, convey and deliver unto the Purchasers the number
      of Seller Shares set forth opposite each such Seller’s name on Schedule
      A
      to this
      Agreement, and Purchasers shall acquire and purchase from the Sellers the Seller
      Shares based on Purchasers Percentages.

    


    2. Purchase
      Price.

     

    (a) General.
      The
      purchase price (the “Purchase
      Price”)
      for
      the Seller Shares, in the aggregate, is five hundred thousand Dollars ($500,000)
      payable as specified in this Section
      2
      subject
      to the other terms and conditions of this Agreement.

     

    (b) Cash
      Deposit.
      Concurrent with the execution of this Agreement, Purchasers shall make an
      aggregate cash deposit into escrow in the amount of Fifty Thousand Dollars
      ($50,000), pursuant to Section
      3(b)
      below,
      which shall be fully credited against the Purchase Price at the Closing (the
      “Cash
      Deposit”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) Payment
      at Closing.
      At the
      Closing, the Purchasers shall pay to the Sellers, in the aggregate, four hundred
      fifty thousand Dollars ($450,000), which together with the Cash Deposit, shall
      be payable in the amounts set forth in Schedule
      A
      and
      allocated as set forth therein. 

     

    (d) Company
      Assets and Liabilities at the Closing.
      The
      Purchase Price is based upon the assumption that at the Closing, the Company
      will have no assets and will be free and clear of any liabilities or claims
      of
      any description.  

     

    3. The
      Closing.

     

    (a) General.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”)
      shall
      take place by exchange of documents among the Parties by fax or courier, as
      appropriate, following the satisfaction or waiver of all conditions to the
      obligations of the Parties to consummate the transactions contemplated hereby
      (other than conditions with respect to actions the respective Parties will
      take
      at the Closing itself) not later than February 27, 2008 or such other date
      as
      the Purchasers and the Sellers may mutually determine (the “Closing
      Date”),
      which
      date shall be not later than fifteen days following Purchasers’ satisfactory
      completion of due diligence pursuant to Section
      7,
      below.

     

    (b) Escrow.
      

     

    (i) Concurrent
      with the execution of this Agreement, each Seller shall deliver certificates
      (the “Certificates”)
      evidencing all of the Seller Shares held by such Seller, together with stock
      powers guaranteed by a notary or a barrister and solicitor as required by the
      Company’s transfer agent to transfer the stock,, to Anslow & Jaclin, LLP
      (“AJ
      Law Firm”)
      on the
      date hereof. The AJ Law Firm shall hold such Certificates in escrow pursuant
      to
      an Escrow Agreement (the “AJ Escrow
      Agreement”)
      in the
      form of Exhibit
      A
      being
      entered into on the date hereof by the AJ Law Firm, the Seller Representative
      (as defined below) and the Purchasers. Pursuant to the Anslow Escrow Agreement,
      the Certificates will be held in escrow until the Closing at which time the
      AJ
      Law Firm shall deliver the Certificates to the Purchasers against delivery
      to
      the Sellers of the portion of the Purchase Price that is due at
      Closing.

     

    (ii) Concurrent
      with the execution of this Agreement, Purchasers shall deliver the Cash Deposit
      to the AJ Law Firm. The AJ Law Firm shall hold such Cash Deposit in escrow
      pursuant to the AJ Escrow Agreement. Pursuant to the AJ Escrow Agreement, the
      Cash Deposit shall be held in escrow until the Closing, at which time the AJ
      Law
      Firm shall deliver the Cash Deposit to the Sellers against delivery to the
      Purchasers of the Certificates. 

     

    (c) Deliveries
      at the Closing.
      At the
      Closing: (i) the Sellers shall deliver to the Purchasers the various
      certificates, instruments, and documents referred to in Section
      11(a)
      below,
      (ii) the Purchasers shall deliver to the Sellers the various certificates,
      instruments, and documents referred to in Section
      11(b)
      below,
      (iii) the Sellers shall deliver to the Purchasers the Certificates, endorsed
      in
      blank or accompanied by duly executed assignment documents and including stock
      powers guaranteed by a notary or a barrister and solicitor as required by the
      Company’s transfer agent to transfer the stock,, including delivery by releasing
      the Certificates from escrow and (iv) the Purchasers shall deliver to the
      Sellers the Purchase Price. 


    
      
         

      

      
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    4.
      Representations and Warranties of the Sellers. 

     

    Each
      Seller jointly and severally represents and warrants to the Purchasers 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 Date (as though made then and as though the Closing
      Date were substituted for the date of this Agreement throughout this
Section
      4).

     

    (a) Each
      Seller has the power and authority to execute, deliver and perform such Seller’s
      obligations under this Agreement and to sell, assign, transfer and deliver
      to
      the Purchasers the Seller Shares as contemplated hereby. No permit, consent,
      approval or authorization of, or declaration, filing or registration with any
      governmental or regulatory authority or consent of any third party is required
      in connection with the execution and delivery any Seller of this Agreement
      and
      the consummation of the transactions contemplated hereby.

     

    (b) Neither
      the execution and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby or compliance with the terms and conditions
      hereof by the Sellers will violate or result in a breach of any term or
      provision of any agreement to which any Seller is bound or is a party, or be
      in
      conflict with or constitute a default under, or cause the acceleration of the
      maturity of any obligation of any Seller under any existing agreement or violate
      any order, writ, injunction, decree, statute, rule or regulation applicable
      to
      any Seller or any properties or assets of any Seller. 

     

    (c) This
      Agreement has been duly and validly executed by each Seller, and constitutes
      the
      valid and binding obligation of each Seller, enforceable against each Seller
      in
      accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency or other laws affecting creditors' rights generally
      or by
      limitations, on the availability of equitable remedies. 

     

    (d) The
      Seller Shares are owned beneficially and of record by each Seller in the amounts
      specified on Schedule
      A
      and are
      validly issued and outstanding, fully paid for and non-assessable with no
      personal liability attaching to the ownership thereof. Each Seller owns the
      number of Seller Shares set forth opposite such Seller’s name on Schedule
      A
      free and
      clear of all liens, charges, security interests, encumbrances, claims of
      others,
      options,
      warrants, purchase rights, contracts, commitments, equities or other claims
      or
      demands of any kind
      (collectively, “Liens”),
      and
      upon delivery of the Seller Shares to the Purchasers, the Purchasers will
      acquire good, valid and marketable title thereto free and clear of all Liens.
      No
Seller
      is
      a party to any option, warrant, purchase right, or other contract or commitment
      that could require the Seller to sell, transfer, or otherwise dispose of any
      capital stock of the Company (other than pursuant to this Agreement). No Seller
      is a party to any voting trust, proxy, or other agreement or understanding
      with
      respect to the voting of any capital stock of the Company. 

     

    (e) The
      dates
      of acquisition of the Seller Shares as specified on Schedule
      A
      are true
      and correct. 

     

    
      
         

      

      
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    (f) The
      Company is a corporation in good standing duly incorporated in the State of
      Delaware. The
      Company is duly authorized to conduct business and is in good standing under
      the
      laws of each jurisdiction where such qualification is required. The Company
      has
      full corporate power and authority and all licenses, permits, and authorizations
      necessary to carry on its business. The Company has no subsidiaries and does
      not
      control any other subsidiaries, directly or indirectly, or have any direct
      or
      indirect equity participation in any other entity.

     

    (g) Neither
      the execution and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby or compliance with the terms and conditions
      hereof by the Company will violate or result in a breach of any term or
      provision of any agreement to which the Company is bound or is a party, or
      the
      Company’s Certificate of Incorporation or By-Laws, or be in conflict with or
      constitute a default under, or cause the acceleration of the maturity of any
      obligation of the Company under any existing agreement or violate any order,
      writ, injunction, decree, statute, rule or regulation applicable to the Company
      or any of its properties or assets. 

     

    (h) The
      Company’s authorized capital stock, as of the date of this Agreement and as of
      the Closing, consists of 100,000,000 shares, comprising 80,000,000 shares of
      Common Stock, $0.0001 par value per share, of which 20,640,250
      shares are issued and outstanding and 20,000,000 shares of Preferred Stock
      par
      value $0.0001 per share, none of which are issued and outstanding. The Company
      has not reserved any shares of its Common Stock for issuance upon the exercise
      of options, warrants or any other securities that are exercisable or
      exchangeable for, or convertible into, Common Stock. All of the issued and
      outstanding shares of Common Stock are validly issued, fully paid and
      non-assessable and have been issued in compliance with applicable laws,
      including, without limitation, applicable federal and state securities laws.
      There are no outstanding options, warrants or other rights of any kind to
      acquire any additional shares of capital stock of the Company or securities
      exercisable or exchangeable for, or convertible into, capital stock of the
      Company, nor is the Company committed to issue any such option, warrant, right
      or security. There are no agreements relating to the voting, purchase or sale
      of
      capital stock (i) between or among the Company and any of its stockholders,
      (ii)
      between or among any Seller and any third party, or (iii) to the best knowledge
      of the Sellers between or among any of the Company’s stockholders. The Company
      is not a party to any agreement granting any stockholder of the Company the
      right to cause the Company to register shares of the capital stock of the
      Company held by such stockholder under the Securities Act. The stockholder
      list
      provided to the Purchasers is a current shareholder list generated by its
      transfer agent, and such list accurately reflects all of the issued and
      outstanding shares of the Company’s Common Stock.

     

    (i) The
      Company does not have any restrictions in place relative to its ability to
      implement any reverse split of its common stock 

     

    (j) As
      of the
      date hereof the Company has total Liabilities of no more than $25,000.00, which
      Liabilities will be paid off at or prior to the Closing and shall in no event
      become the Liability of the Purchasers or remain the Liabilities of the Company
      following the Closing.

     

    
      
         

      

      
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    (k) There
      is
      no legal, administrative, investigatory, regulatory or similar action, suit,
      claim or proceeding which is pending or, to any Seller’s knowledge, threatened
      against the Company.

     

    (l) The
      Company has at least one market maker for its common shares and this market
      maker has obtained all permits and made all filings necessary in order for
      this
      market maker to continue as the market maker of the Company.

     

    (m) During
      the period from its inception through October 31, 2007, the Company has filed
      or
      furnished (i) all reports, schedules, forms, statements, prospectuses and
      other documents required to be filed with, or furnished to, the Securities
      and
      Exchange Commission (the “SEC”)
      by the
      Company (all such documents, as amended or supplemented, are referred to
      collectively as, the “Company
      SEC Documents”)
      and
      (ii) all certifications and statements required by (x) Rule 13a-14 or
      15d-14 under the Exchange Act, or (y) 18 U.S.C. §1350 (Section 906 of the
      Sarbanes-Oxley act of 2002) with respect to any applicable Company SEC Document
      (collectively, the “SOX
      Certifications”).
      The
      Company has made available to the Purchasers all SOX Certifications and comment
      letters received by the Company from the staff of the SEC and all responses
      to
      such comment letters by or on behalf of the Company. Through October 31, 2007,
      the Company complied in all respects with its SEC filing obligations under
      the
      Exchange Act and the Securities Act.  Each of the audited financial
      statements and related schedules and notes thereto and unaudited interim
      financial statements of the Company (collectively, the “Company
      Financial Statements”)
      contained in the Company SEC Documents (or incorporated therein by reference)
      were prepared in accordance with United States generally accepted accounting
      principles applied on a consistent basis (“GAAP”)
      (except in the case of interim unaudited financial statements) except as noted
      therein, and fairly present in all respects the consolidated financial position
      of the Company and its consolidated subsidiaries as of the dates thereof and
      the
      consolidated results of their operations, cash flows and changes in
      stockholders’ equity for the periods then ended, subject (in the case of interim
      unaudited financial statements) to normal year-end audit adjustments (the effect
      of which will not, individually or in the aggregate, be adverse) and, such
      financial statements complied as to form as of their respective dates in all
      respects with applicable rules and regulations of the SEC. The financial
      statements referred to herein reflect the consistent application of such
      accounting principles throughout the periods involved, except as disclosed
      in
      the notes to such financial statements. No financial statements of any Person
      not already included in such financial statements are required by GAAP to be
      included in the consolidated financial statements of the Company.  As of
      their respective dates, each the Company SEC Document was prepared in accordance
      with and complied with the requirements of the Securities Act or the Exchange
      Act, as applicable, and the rules and regulations thereunder, and the Company
      SEC Documents (including all financial statements included therein and all
      exhibits and schedules thereto and all documents incorporated by reference
      therein) did not, as of the date of effectiveness in the case of a registration
      statement, the date of mailing in the case of a proxy or information statement
      and the date of filing in the case of other the Company SEC Documents, contain
      any untrue statement of a fact or omit to state a fact required to be stated
      therein or necessary to make the statements therein, in the light of the
      circumstances under which they were made, not misleading. Neither the Company
      nor, to the Sellers’ knowledge, any of its officers has received notice from the
      SEC or any other governmental authority questioning or challenging the accuracy,
      completeness, content, form or manner of filing or furnishing of the SOX
      Certifications.

     

    
      
         

      

      
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    (n) The
      Company has properly and timely filed all federal, state and local tax returns
      and has paid all taxes, assessments and penalties due and payable. All such
      tax
      returns were complete and correct in all respects as filed, and no claims have
      been assessed with respect to such returns. There are no present, pending,
      or
      threatened audit, investigations, assessments or disputes as to taxes of any
      nature payable by the Company or any of its subsidiaries, nor any tax liens
      whether existing or inchoate on any of the assets of the Company or any of
      its
      subsidiaries, except for current year taxes not presently due and payable.
      No
      IRS or foreign, state, county or local tax audit is currently in progress.
      Neither the Company nor any of its subsidiaries has waived the expiration of
      the
      statute of limitations with respect to any taxes. There are no outstanding
      requests by the Company or any of its Subsidiaries for any extension of time
      within which to file any tax return or to pay taxes shown to be due on any
      tax
      return.

     

    (o) As
      of the
      Closing, the Company will not have any ongoing operations and does not employ
      any employees and does not maintain any employee benefit or stock option
      plans.

     

    (p) Since
      October 31, 2007, there has not been any event or condition of any character
      which has adversely affected, or may be expected to adversely affect, the
      Company’s business or prospects, including, but not limited to any adverse
      change in the condition, assets, liabilities (existing or contingent) or
      business of the Company from that shown in the financial statements of the
      Company included in its annual report on Form 10-KSB filed for the fiscal year
      ended July 31, 2007 and Form 10-QSB filed for the quarter ended October 31,
      2007.

     

    (q) The
      Company has complied in all material respects with all applicable laws
      (including rules, regulations, codes, plans, injunctions, judgments, orders,
      decrees, rulings, and charges thereunder) of all governmental authorities,
      and
      no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
      demand, or notice has been filed or commenced against the Company alleging
      any
      failure so to comply. To the knowledge of any Seller, neither the Company,
      nor
      any officer, director, employee, consultant or agent of the Company has made,
      directly or indirectly, any payment or promise to pay, or gift or promise to
      give or authorized such a promise or gift, of any money or anything of value,
      directly or indirectly, to any governmental official, customer or supplier
      for
      the purpose of influencing any official act or decision of such official,
      customer or supplier or inducing him, her or it to use his, her or its influence
      to affect any act or decision of a governmental authority or customer, under
      circumstances which could subject the Company or any officers, directors,
      employees or consultants of the Company to administrative or criminal penalties
      or sanctions.

     

    (r) No
      representation or warranty by the Sellers in this Agreement, nor in any
      certificate, schedule or exhibit delivered or to be delivered pursuant to this
      Agreement contains or will contain any untrue statement of material fact, or
      omits or will omit to state a material fact necessary to make the statements
      herein or therein, in light of the circumstances under which they were made,
      not
      misleading. 

     

    
      
         

      

      
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    5. Representations
      and Warranties of the Purchasers.

     

    Purchasers
      represent and warrants to the Sellers as follows:

    


    (a) Purchasers
      have full power and authority to enter into this Agreement and to carry out
      the
      transactions contemplated hereby. This Agreement constitutes a valid and binding
      obligation of Purchasers enforceable in accordance with its terms, except as
      (i)
      the enforceability hereof may be limited by bankruptcy, insolvency or similar
      laws affecting the enforceability of creditor's rights generally and (ii) the
      availability of equitable remedies may be limited by equitable principles of
      general applicability. 

     

    (b) Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby, nor compliance by Purchasers with any of
      the
      provisions hereof will: violate, or conflict with, or result in a breach of
      any
      provision of, or constitute a default (or an event which, with notice or lapse
      of time or both, would constitute a default) under, or result in the termination
      of, or accelerate the performance required by, or result in the creation of
      any
      Lien upon any of the properties or assets of Purchasers under any of the terms,
      conditions or provisions of any material note, bond, indenture, mortgage, deed
      or trust, license, lease, agreement or other instrument or obligation to which
      he is a party or by which he or any of his properties or assets may be bound
      or
      affected, except for such violations, conflicts, breaches or defaults as do
      not
      have, in the aggregate, any material adverse effect; or violate any material
      order, writ, injunction, decree, statute, rule or regulation applicable to
      Purchasers or any of its properties or assets, except for such violations which
      do not have, in the aggregate, any material adverse effect. 

     

    (c) Purchasers
      are acquiring the Seller Shares for their own account for investment and not
      for
      the account of any other person and not with a view to or for distribution,
      assignment or resale in connection with any distribution within the meaning
      of
      the Securities Act. Purchasers agrees not to sell or otherwise transfer the
      Seller Shares unless they are registered under the Securities Act and any
      applicable state securities laws, or an exemption or exemptions from such
      registration are available. Each Purchaser has knowledge and experience in
      financial and business matters such that it is capable of evaluating the merits
      and risks of acquiring the Seller Shares. 

     

    (d) No
      permit, consent, approval or authorization of, or declaration, filing or
      registration with any governmental or regulatory authority or the consent of
      any
      third party is required in connection with the execution and delivery by
      Purchasers of this Agreement and the consummation of the transactions
      contemplated hereby. 

     

    6. Due
      Diligence.

     

    Prior
      to
      the Closing, the Purchasers will conduct a due diligence investigation relative
      to the Company and the representations, warranties and covenants of the Sellers
      and the Company. Sellers and the Company agree to provide the Purchasers and
      its
      agents and representatives with any and all due diligence documents reasonably
      requested, including but not limited to financial statements and evidence of
      the
      Company’s good standing in all jurisdictions where it is authorized to do
      business. Purchasers
      shall
      complete their due diligence review by no later than February 22, 2008 based
      on
      the fact that they are in receipt of all due diligence materials (the “Due
      Diligence Period”). If Purchasers shall not complete their due diligence review
      within the Due Diligence Period, then the Sellers shall have the right to cancel
      this transaction by written notice to the Purchasers and its counsel.
Purchasers
      shall have the right, in their sole discretion, to terminate this Purchase
      Agreement at any time prior to the end of the Due Diligence Period for any
      reason without any liability therefore and, at any time prior to the Closing,
      Purchasers may terminate this transaction without further liability if they
      shall determine that any representation, warranty or covenant of any Seller
      is
      untrue or misleading or cannot be otherwise verified. If the Purchasers
      terminate this transaction without any representation, warranty or covenant
      of
      any Seller being untrue or misleading or could not be otherwise verified and
      the
      Seller has satisfied all the conditions to Closing in accordance with Section
      10(a) of this Agreement, the Purchasers will send notice to the AJ Law Firm
      to
      release the Cash Deposit to the Sellers. 

     

    
      
         

      

      
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    7. Payments
      at Closing; Brokers; Finders.

     

    There
      are
      no other finders and no parties shall be responsible for the payment of any
      finders’ fees other than as specifically set forth herein. Other than the
      foregoing, neither
      any Seller nor the Company, nor any of their respective directors, officers
      or
      agents on their behalf, have incurred any obligation or liability, contingent
      or
      otherwise, for brokerage or finders’ fees or agents’ commissions or financial
      advisory services or other similar payment in connection with this
      Agreement.

     

    8. Pre-Closing
      Covenants.

     

    The
      Parties agree as follows with respect to the period between the execution of
      this Agreement and the Closing.

     

    (a) General.
      Each of
      the Parties will use his or its best efforts to take all action and to do all
      things necessary, proper, or advisable in order to consummate and make effective
      the transactions contemplated by this Agreement (including satisfaction, but
      not
      waiver, of the closing conditions set forth in Section
      11
      below).

     

    (b) Cessation
      of Operations.
      Prior
      to the Closing, all operations of the Company shall have been sold, transferred,
      ceased or abandoned without any residual liability to the Company.

     

    (c) Form
      8-K Filing; Notices and Consents.
      Concurrent with the Closing of this Agreement, the Company shall cause a Form
      8-K to be filed with the U.S. Securities and Exchange Commission with respect
      to
      its having entered into a material definitive agreement. The Seller
      Representative will cause the Company to give any notices to third parties,
      and
      will cause the Company to use its best efforts to obtain any third party
      consents, that the Purchasers Representative may reasonably request. Each of
      the
      Parties will (and the Sellers will cause the Company to) give any notices to,
      make any filings with, and use its best efforts to obtain any authorizations,
      consents, and approvals of governmental authorities necessary in order to
      consummate the transactions contemplated hereby. The Purchasers and the Sellers
      agree to cooperate fully with the Company in the preparation and filing of
      such
      information statement and to provide all information therefore respectively
      needed from them in a timely manner, so as not to cause undue delay in the
      filing of the information statement or any amendment thereto. Otherwise, the
      Sellers are not aware of any third party consent nor other filing or notice
      to
      third parties that is necessary in respect of this Agreement.

     

    
      
         

      

      
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    (d) Filing
      of Form 10-QSB.
      The
      Company shall have filed its Form 10-QSB for the period ended January 31, 2008
      with the U.S. Securities and Exchange Commission and the officers of the Company
      shall have executed all SOX representations related thereto.

    


    (e) Operation
      of Business.
      The
      Seller will not cause or permit the Company to engage in any practice, take
      any
      action, or enter into any transaction except for ministerial matters necessary
      to maintain the Company in good standing and to arrange for the filing of all
      necessary reports required under the Securities Exchange Act to make the Company
      a reporting company. Without limiting the generality of the foregoing, the
      Sellers will not cause or permit the Company to (i) declare, set aside, or
      pay
      any dividend or make any distribution with respect to its capital stock or
      redeem, purchase, or otherwise acquire any of its capital stock except as
      otherwise expressly specified herein, (ii) issue, sell, or otherwise dispose
      of
      any of its capital stock, or grant any options, warrants, preemptive or other
      rights to purchase or obtain (including upon conversion, exchange, or exercise)
      any of its capital stock, (iii) make any capital expenditures, loans, or incur
      any other obligations or liabilities, (iv) enter into any agreements involving
      expenditures individually, or in the aggregate, of more than $1,000 (other
      than
      agreements for professional services which will be paid in full at or prior
      to
      the Closing), (v) enter into any agreement or incur any other commitment or
      (vi)
      otherwise engage in any practice, take any action, or enter into any transaction
      that is inconsistent with the transactions contemplated hereby. 

     

    (f) Notice
      of Developments.
      The
      Seller Representative will give prompt written notice to the Purchasers of
      any
      material adverse development causing a breach of any of the representations
      and
      warranties in Section
      4 above.
      No
      disclosure by any Party pursuant to this Section
      9,
      however, shall be deemed to amend or supplement the disclosures contained in
      the
      Schedules hereto or to prevent or cure any misrepresentation, breach of
      warranty, or breach of covenant.

     

    (g) Exclusivity.
      None of
      the Sellers shall, directly or indirectly, (i) solicit, initiate, or encourage
      the submission of any proposal or offer from any person relating to the
      acquisition of the Seller Shares or any capital stock or other voting
      securities, or any assets (including any acquisition structured as a merger,
      consolidation, or share exchange) of the Company or (ii) participate in any
      discussions or negotiations regarding, furnish any information with respect
      to,
      assist or participate in, or facilitate in any other manner any effort or
      attempt by any person to do or seek any of the foregoing. None of the Sellers
      will vote the shares of the Company’s Common Stock held by them in favor of any
      such acquisition structured as a merger, consolidation, or share exchange.
      The
      Sellers shall notify the Purchasers immediately if any person makes any
      proposal, offer, inquiry, or contact with respect to any of the
      foregoing.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    9.
      Post-Closing
      Covenants.  The
      Parties agree as follows with respect to the period following the Closing.
      

     

    (a) General.
      In case
      at any time after the Closing any further action is necessary or desirable
      to
      carry out the purposes of this Agreement, each of the Parties will take such
      further action (including the execution and delivery of such further instruments
      and documents) as any other Party may reasonably request, all at the sole cost
      and expense of the requesting Party (unless the requesting Party is entitled
      to
      indemnification therefor under Section
      11
      below).
      The Sellers acknowledge and agree that from and after the Closing the Purchasers
      will be entitled to possession of all documents, books, records (including
      tax
      records), agreements, and financial data of any sort relating to the
      Company.

     

    (b) Litigation
      Support.
      In the
      event and for so long as any Party actively is contesting or defending against
      any action, suit, proceeding, hearing, investigation, charge, complaint, claim,
      or demand in connection with (i) any transaction contemplated under this
      Agreement or (ii) any fact, situation, circumstance, status, condition,
      activity, practice, plan, occurrence, event, incident, action, failure to act,
      or transaction on or prior to the Closing Date involving the Company, the other
      Party will cooperate with him or it and his or its counsel in the contest or
      defense, make available their personnel, and provide such testimony and access
      to their books and records as shall be necessary in connection with the contest
      or defense, all at the sole cost and expense of the contesting or defending
      Party (unless the contesting or defending Party is entitled to indemnification
      therefor under Section
      11
      below).

     

    (c) Restrictions
      on Reverse Split.
      The
      Purchasers shall not vote in favor of any reverse split of the Company’s Common
      Stock in excess of one for fifty-two and one-half shares (1 for 52 1/2 shares).
      

     

    10. Conditions
      to Obligation to Close.

     

    (a) Conditions
      to Obligation of the Purchasers.

     

    The
      obligation of the Purchasers to consummate the transactions to be performed
      by
      the Purchasers in connection with the Closing is subject to satisfaction of
      the
      following conditions:

     

    (i) the
      representations and warranties set forth in Sections
      4and 5
      above
      shall be true and correct in all material respects at and as of the Closing
      Date;

     

    (ii) Each
      of
      the Pre-Closing Covenants set forth in Section
      8,
      above
      shall have been satisfied;

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    (iii) the
      Sellers shall have performed and complied with all of their covenants hereunder
      in all material respects through the Closing;

     

    (iv) the
      Sellers shall have procured all of the third party consents required in order
      to
      effect the Closing;

     

    (v) no
      action, suit, or proceeding shall be pending or threatened before any court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge 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) affect adversely the right of the Purchasers to own the Seller
      Shares and to control the Company, or (D) affect adversely the right of the
      Company to own its assets and to operate its businesses (and no such injunction,
      judgment, order, decree, ruling, or charge shall be in effect);

     

    (vi) the
      Sellers shall have delivered to the Purchasers a certificate to the effect
      that
      (A) each of the conditions specified above in Section
      10(a)(i)-(v)
      is
      satisfied in all respects, and (B) as of the Closing, the Company has no
      Liabilities; 

     

    (vii) The
      Purchasers shall have received an opinion of counsel customary for transactions
      of this type that covers, among other things, that the Seller Shares were
      validly issued, are fully paid and non-assessable and were issued in compliance
      with all laws, including, without limitation, applicable federal and state
      securities law and that the transactions contemplated hereby are being effected
      in compliance with state and federal securities laws;

     

    (viii) the
      Purchasers shall have received the resignations, effective as of the
Closing
      of each director and officer of the Company.
      The
      designees specified by the
      Purchasers shall have been appointed as officers
      of the
      Company and any designees of the Purchasers who may be lawfully appointed to
      the
      Board of Directors of the Company as of the Company shall have been appointed;
      

     

    (ix) there
      shall not have been any occurrence, event, incident, action, failure to act,
      or
      transaction since October 31, 2007 which has had or is reasonably likely to
      cause a material adverse effect on the business, assets, properties, financial
      condition, results of operations or prospects of the Company;

     

    (x) the
      Purchasers shall have completed their business, accounting and legal due
      diligence review of the Company, and the results thereof shall be satisfactory
      to the Purchasers;

     

    (xi) the
      Purchasers shall have received such pay-off letters and releases relating to
      Liabilities as they shall have requested and such pay-off letters shall be
      in
      form and substance satisfactory to the Purchasers;

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (xii) the
      Purchasers shall have conducted UCC, judgment lien and tax lien searches with
      respect to the Company, the results of which indicate no liens on the assets
      of
      the Company;

     

    (xiii) the
      Sellers shall have delivered the Company’s Certificate of Incorporation and
      bylaws, both as amended to the Closing Date, certified by the Secretary of
      the
      Company, resolutions adopted by the Board of Directors of the Company
      authorizing this Agreement and the transactions contemplated hereby and the
      Company shall have delivered to the Purchasers the Company’s original minute
      book and corporate seal and all other original corporate documents and
      agreements;

     

    (xiv) the
      Company shall deliver to the Purchasers a Certificate of Good Standing in
      respect of the Company issued by the Delaware Secretary of State dated no
      earlier than 30 days prior to the closing.

     

    (xv) the
      Company shall have maintained at and immediately after the Closing its status
      as
      a company whose Common Stock is quoted on the OTC Bulletin Board;
      and

     

    (xvi) all
      actions to be taken by the Seller in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby
      will
      be satisfactory in form and substance to the Purchasers.

     

    (xvii) At
      the
      Closing, there shall be no more than 20,640,250 shares of the Company issued
      and
      outstanding other than shares held by the Purchasers on a pro-forma
      basis.

     

    The
      Purchasers may waive any condition specified in this Section
      10(a)
      at or
      prior to the Closing in writing executed by the Purchasers.

    


    (b) Conditions
      to Obligation of the Seller.

     

    The
      obligations of the Sellers to consummate the transactions to be performed by
      it
      in connection with the Closing are subject to satisfaction of the following
      conditions:

     

    (i) the
      representations and warranties set forth in Section
      5
      above
      shall be true and correct in all material respects at and as of the Closing
      Date;

     

    (ii) Each
      of
      the Pre-Closing Covenants set forth in Section
      8,
      above
      shall have been satisfied;

     

    (iii) the
      Purchasers shall have performed and complied with all of its covenants hereunder
      in all material respects through the Closing;

     

    (iv) no
      action, suit, or proceeding shall be pending or threatened before any court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge 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 (and no such injunction, judgment, order, decree, ruling, or charge
      shall be in effect);

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    (v) the
      Purchasers shall have delivered to the Sellers a certificate to the effect
      that
      each of the conditions specified above in Section
      10(b)(i)-(iv)
      is
      satisfied in all respects;

     

    (vi) all
      actions to be taken by the Purchasers in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby
      will
      be satisfactory in form and substance to the Sellers. 

     

     

    The
      Sellers may waive any condition specified in this Section
      10(b)
      at or
      prior to the Closing in writing executed by the Seller.

     

    11. Remedies
      for Breaches of This Agreement.

     

    (a) Survival
      of Representations and Warranties.
      All of
      the representations and warranties of the Parties shall survive the Closing
      hereunder (even if a Party knew or had reason to know of any misrepresentation
      or breach of warranty by another Party at the time of Closing) and continue
      in
      full force and effect for a period of twenty four (24) months
      thereafter.

     

    (b) Indemnification
      Provisions for Benefit of the Purchasers.

     

    (i) In
      the
      event any Seller breaches (or in the event any third party alleges facts that,
      if true, would mean any Seller has breached) any of its representations,
      warranties, and covenants contained herein, and, if there is an applicable
      survival period pursuant to Section
      11(a)
      above,
      provided that the Purchasers make a written claim for indemnification against
      the Sellers within such survival period, then the Sellers shall jointly and
      severally indemnify the Purchasers from and against the entirety of any Adverse
      Consequences the Purchasers may suffer through and after the date of the claim
      for indemnification (including any Adverse Consequences the Purchasers may
      suffer after the end of any applicable survival period) resulting from, arising
      out of, relating to, in the nature of, or caused by the breach (or the alleged
      breach). For purposes of this Agreement, “Adverse
      Consequences”
means
      all actions, suits, proceedings, hearings, investigations, charges, complaints,
      claims, demands, injunctions, judgments, orders, decrees, rulings, damages,
      dues, penalties, fines, costs, amounts paid in settlement, Liabilities,
      obligations, taxes, Liens, losses, lost value, expenses, and fees, including
      court costs and attorneys' fees and expenses.

     

    (ii) The
      Sellers shall indemnify the Purchasers from and against the entirety of any
      Adverse Consequences the Purchasers may suffer resulting from, arising out
      of,
      relating to, in the nature of, or caused by any Liability of the Company
      (whether or not accrued or otherwise disclosed) (x) for any taxes of the Company
      with respect to any tax year or portion thereof ending on or before the Closing
      Date (or for any Tax year beginning before and ending after the Closing Date to
      the extent allocable to the portion of such period beginning before and ending
      on the Closing Date) and (y) for the unpaid taxes of any Person (other than
      the
      Company) under Section 1.1502-6 of the Regulations adopted under the Code (or
      any similar provision of state, local, or foreign law), as a transferee or
      successor, by contract, or otherwise.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (iii) The
      Sellers shall indemnify the Purchasers from and against the entirety of any
      Liabilities arising out of the ownership of the Shares or operation of the
      Company prior to the Closing.

     

    (iv) The
      Sellers shall indemnify the Purchasers from and against the entirety of any
      Adverse Consequences the Purchasers may suffer resulting from, arising out
      of,
      relating to, in the nature of, or caused by any indebtedness or other
      Liabilities of the Company existing as of the Closing Date. 

     

    (c) Indemnification
      Provisions for Benefit of the Seller.
      In the
      event the Purchasers breach (or in the event any third party alleges facts
      that,
      if true, would mean the Purchasers has breached) any of their representations,
      warranties, and covenants contained herein, and, if there is an applicable
      survival period pursuant to Section
      11(a)
      above,
      provided that the Seller makes a written claim for indemnification against
      the
      Purchasers within such survival period, then the Purchasers shall indemnify
      the
      Seller from and against the entirety of any Adverse Consequences the Seller
      may
      suffer through and after the date of the claim for indemnification (including
      any Adverse Consequences the Seller may suffer after the end of any applicable
      survival period) resulting from, arising out of, relating to, in the nature
      of,
      or caused by the breach (or the alleged breach).

     

    (d) Matters
      Involving Third Parties.

     

    (i) If
      any
      third party shall notify any Party (the “Indemnified
      Party”)
      with
      respect to any matter (a “Third
      Party Claim”)
      which
      may give rise to a claim for indemnification against any other Party (the
“Indemnifying
      Party”)
      under
      this Section
      11,
      then
      the Indemnified Party shall promptly notify each Indemnifying Party thereof
      in
      writing; provided, however, that no delay on the part of the Indemnified Party
      in notifying any Indemnifying Party shall relieve the Indemnifying Party from
      any obligation hereunder unless (and then solely to the extent) the Indemnifying
      Party thereby is prejudiced.

     

    (ii) Any
      Indemnifying Party will have the right to defend the Indemnified Party against
      the Third Party Claim with counsel of its choice reasonably satisfactory to
      the
      Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified
      Party in writing within 10 days after the Indemnified Party has given notice
      of
      the Third Party Claim that the Indemnifying Party will indemnify the Indemnified
      Party from and against the entirety of any Adverse Consequences the Indemnified
      Party may suffer resulting from, arising out of, relating to, in the nature
      of,
      or caused by the Third Party Claim, (B) the Indemnifying Party provides the
      Indemnified Party with evidence reasonably acceptable to the Indemnified Party
      that the Indemnifying Party will have the financial resources to defend against
      the Third Party Claim and fulfill its indemnification obligations hereunder,
      (C)
      the Third Party Claim involves only money damages and does not seek an
      injunction or other equitable relief, (D) settlement of, or an adverse judgment
      with respect to, the Third Party Claim is not, in the good faith judgment of
      the
      Indemnified Party, likely to establish a precedential custom or practice adverse
      to the continuing business interests of the Indemnified Party, and (E) the
      Indemnifying Party conducts the defense of the Third Party Claim actively and
      diligently. 

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    (iii) So
      long
      as the Indemnifying Party is conducting the defense of the Third Party Claim
      in
      accordance with Section
      11(d)(ii)
      above,
      (A) the Indemnified Party may retain separate co-counsel at its sole cost and
      expense and participate in the defense of the Third Party Claim, (B) the
      Indemnified Party will not consent to the entry of any judgment or enter into
      any settlement with respect to the Third Party Claim without the prior written
      consent of the Indemnifying Party (not to be withheld unreasonably), and (C)
      the
      Indemnifying Party will not consent to the entry of any judgment or enter into
      any settlement with respect to the Third Party Claim without the prior written
      consent of the Indemnified Party (not to be withheld unreasonably).

     

    (iv) In
      the
      event any of the conditions in Section
      11(d)(ii)
      above is
      or becomes unsatisfied, however, (A) the Indemnified Party may defend against,
      and consent to the entry of any judgment or enter into any settlement with
      respect to, the Third Party Claim in any manner it reasonably may deem
      appropriate (and the Indemnified Party need not consult with, or obtain any
      consent from, any Indemnifying Party in connection therewith), (B) the
      Indemnifying Parties will reimburse the Indemnified Party promptly and
      periodically for the costs of defending against the Third Party Claim (including
      attorneys' fees and expenses), and (C) the Indemnifying Parties will remain
      responsible for any Adverse Consequences the Indemnified Party may suffer
      resulting from, arising out of, relating to, in the nature of, or caused by
      the
      Third Party Claim to the fullest extent provided in this Section
      11.
      

     

    (v) Other
      Indemnification Provisions.
      The
      Seller hereby indemnifies the Company against any and all claims that may be
      filed by a current or former officer, director or employee of the Seller by
      reason of the fact that such person was a director, officer, employee, or agent
      of the Company or was serving the Company at the request of the Seller or the
      Company as a partner, trustee, director, officer, employee, or agent of another
      entity, whether such claim is for accrued salary, compensation, indemnification,
      judgments, damages, penalties, fines, costs, amounts paid in settlement, losses,
      expenses, or otherwise and whether such claim is pursuant to any statute,
      charter document, bylaw, agreement, or otherwise) with respect to any action,
      suit, proceeding, complaint, claim, or demand brought against the Company
      (whether such action, suit, proceeding, complaint, claim, or demand is pursuant
      to an agreement, applicable law, or otherwise).

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    12. Termination.

     

    (a) Termination
      of Agreement.
      The
      Parties may terminate this Agreement as provided below: 

     

    (b) the
      Purchasers and the Seller may terminate this Agreement by mutual written
      agreement at any time prior to the Closing; 

     

    (c) the
      Purchasers may terminate this Agreement by giving written notice to the Seller
      at any time prior to the Closing if (A) the aggregate of the Company’s
      Liabilities is equal to, or exceeds $25,000; (B) in
      the
      event the Seller has breached any material representation, warranty, or covenant
      contained in this Agreement in any material respect and the Purchasers have
      notified the Seller of the breach, and the breach has continued without cure
      for
      a period of 2 days after the notice of breach; (C)
      if the
      Closing shall not have occurred on or before 25 days following the Seller’s
      delivery of all due diligence materials pursuant to Section
      6,
      above
      by reason of the failure of any condition precedent under Section
      10(a)
      hereof
      (unless the failure results primarily from the Purchasers themselves breaching
      any representation, warranty, or covenant contained in this Agreement);
      and

     

    (d) the
      Sellers may terminate this Agreement by giving written notice to the Purchasers
      at any time prior to the Closing (A) in the event the Purchasers have breached
      any material representation, warranty, or covenant contained in this Agreement
      in any material respect, the Sellers have notified the Purchasers of the breach,
      and the breach has continued without cure for a period of 2 days after the
      notice of breach or (B) if the Closing shall not have occurred on or before
      25
      days following the Seller’s delivery of all due diligence materials pursuant to
Section
      7,
      above,
      by reason of the failure of any condition precedent under Section
      10(b)
      hereof
      (unless the failure results primarily from the Sellers themselves breaching
      any
      representation, warranty, or covenant contained in this Agreement).


     

    (e) Effect
      of Termination.
      Subject
      to the provisions of Section
      6,
      above,
      the Sellers shall in no event be permitted to terminate this Agreement unless
      prior to or accompanying any notice of termination delivered hereunder the
      Sellers (i) have delivered to the Purchasers the Cash Deposit and any portion
      of
      the Purchase Price theretofore paid by the Purchasers and (ii) have notified
      the
      AJ Law Firm in writing that any amounts held in escrow by it may be released
      to
      the Purchasers. If the Purchasers terminate this Agreement pursuant to this
      Section
      12,
      then
      the Sellers (subject to the provisions of Section
      6,
      above)
      shall immediately pay to the Purchasers any portion of the Purchase Price
      theretofore paid by the Purchasers and the Sellers shall immediately notify
      the
      AJ Law Firm in writing that any amounts held in escrow by it may released to
      the
      Purchasers. Except as aforesaid and subject to the provisions of Section
      6,
      above,
      if this Agreement terminates pursuant to this Section
      12,
      all
      rights and obligations of the Parties hereunder shall terminate without
      any Liability of any Party to any other Party, except for any Liability of
      a
      Party that is then in breach.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    (f) Termination
      for Cause.
      In the
      event that the transaction would have closed but for the failure of the other
      party to close, then the party at fault shall reimburse the not at fault party
      for its documented reasonable legal fees and related out-of-pocket expenses
      it
      has incurred in connection with the transaction not to exceed a maximum of
      $15,000.00. The parties agree that any damages payable on account of any breach
      of this Agreement shall be expressly limited to such amount. 

     

    (g) Termination
      without Cause.
      In the
      event that the transaction would have closed but for the decision by the
      Purchasers to terminate this Agreement, or the failure of the Purchasers to
      close and the Seller has satisfied all the conditions to Closing in accordance
      with Section 10(a) of this Agreement, the Purchasers shall send notice to AJ
      Law
      Firm to release the Cash Deposit to the Sellers. 

     

    13. Miscellaneous.

     

    (a) Facsimile
      Execution and Delivery.
      Facsimile execution and delivery of this Agreement is legal, valid and binding
      execution and delivery for all purposes.

     

    (b) Confidentiality;
      Press Releases and Public Announcements.
      Except
      as and to the extent required by law, no Party will disclose or use and will
      direct its representatives not to disclose or use any information with respect
      to the transaction which is the subject to this Agreement, without the consent
      of the other Parties. the Sellers shall not issue, or cause the Company to
      issue, any press release or make any public announcement relating to the subject
      matter of this Agreement without the prior written approval of the Purchasers;
      provided, however, that the Company may make any public disclosure it believes
      in good faith is required by applicable law or any listing or trading agreement
      concerning its publicly-traded securities (in which case the Sellers and the
      Company will use their best efforts to advise the other Parties prior to making
      the disclosure).

     

    (c) No
      Third-Party Beneficiaries.
      This
      Agreement shall not confer any rights or remedies upon any person other than
      the
      Parties and their respective successors and permitted assigns.

     

    (d) Entire
      Agreement.
      This
      Agreement (including the documents referred to herein) constitutes the entire
      agreement among the Parties and supersedes any prior understandings, agreements,
      or representations by or among the Parties, written or oral, to the extent
      they
      related in any way to the subject matter hereof.

     

    (e) Succession
      and Assignment.
      This
      Agreement shall 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 his or its rights, interests, or
      obligations hereunder without the prior written approval of the Purchasers
      and
      the Sellers; provided, however, that the Purchasers may (i) assign any or all
      of
      its rights and interests hereunder to one or more of its Affiliates, and (ii)
      designate one or more of its Affiliates to perform its obligations hereunder,
      but no such assignment shall operate to release Purchasers or a successor from
      any obligation hereunder unless and only to the extent that Seller agrees in
      writing.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

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

     

    (g) Headings.
      The
      Section headings contained in this Agreement are inserted for convenience only
      and shall not affect in any way the meaning or interpretation of this
      Agreement.

     

    (h) Notices.
      All
      notices, requests, demands, claims, and other communications hereunder will
      be
      in writing. Any notice, request, demand, claim, or other communication hereunder
      shall be deemed duly given if (and then two business days after) it is sent
      by
      registered or certified mail, return receipt requested, postage prepaid, and
      addressed to the intended recipient as set forth below:

     

    If
      to the
      Seller (or the Company prior to the Closing):

     

    Penny
      Green 

    c/o
      Bacchus Corporate and Securities Law

    925
      W.
      Georgia Street Suite 1820 

    Vancouver,
      BC, V6C 3L2

    Tel:
      604
      632 1700

    Fax:
      604
      632 1730

     

    If
      to the
      Purchasers:

    


    Fountainhead
      Capital Management Limited

    La
      Pergola Investments Limited

    c/o
      Anslow & Jaclin, LLP

    195
      Route
      South, Suite 204

    Manalapan,
      New Jersey 07726

    (732)
      409-1212

    Fax
      (732)
      577-1188

    E-Mail:
      ranslow@anslowlaw.com

    


    Any
      Party
      may send any notice, request, demand, claim, or other communication hereunder
      to
      the intended recipient at the address set forth above using any other means
      (including personal delivery, expedited courier, messenger service, telecopy,
      telex, ordinary mail, or electronic mail), but no such notice, request, demand,
      claim, or other communication shall be deemed to have been duly given unless
      and
      until it actually is received by the intended recipient. 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.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    (i) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of New
      York
      without
      giving effect to any choice or conflict of law provision or rule (whether of
      the
      State of New
      York
      or any
      other jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the State of New
      York.
      

     

    (j) Amendments
      and Waivers.
      No
      amendment of any provision of this Agreement shall be valid unless the same
      shall be in writing and signed by the Purchasers and the Sellers or their
      respective representatives. No waiver by any Party of any default,
      misrepresentation, or breach of warranty or covenant hereunder, whether
      intentional or not, shall 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
      occurrence. 

     

    (k) Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      situation in any jurisdiction shall 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.

     

    (l) Expenses.
      Each of
      the Parties and the Company will bear his or its own costs and expenses
      (including legal fees and expenses) incurred in connection with this Agreement
      and the transactions contemplated hereby. The Sellers agree that the Company
      has
      not borne or will not bear any of the Sellers’ costs and expenses (including any
      of his legal fees and expenses) in connection with this Agreement or any of
      the
      transactions contemplated hereby.

     

    (m) 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 shall be construed as if drafted jointly by the Parties
      and no presumption or burden of proof shall 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 or local statute or law shall be deemed
      also
      to refer to all rules and regulations promulgated thereunder, unless the context
      requires otherwise. The word “including” shall mean including without
      limitation. The Parties intend that each representation, warranty, and covenant
      contained herein shall have independent significance. If any Party has breached
      any representation, warranty, or covenant contained herein in any respect,
      the
      fact that there exists another representation, warranty, or covenant relating
      to
      the same subject matter (regardless of the relative levels of specificity)
      which
      the Party has not breached shall not detract from or mitigate the fact that
      the
      Party is in breach of the first representation, warranty, or covenant. Nothing
      in the disclosure Schedules attached hereto shall be deemed adequate to disclose
      an exception to a representation or warranty made herein, however, unless the
      disclosure Schedules identifies the exception with particularity and describes
      the relevant facts in detail. Without limiting the generality of the foregoing,
      the mere listing (or inclusion of a copy) of a document or other item in the
      disclosure Schedules or supplied in connection with the Purchasers’ due
      diligence review, shall not be deemed adequate to disclose an exception to
      a
      representation or warranty made herein (unless the representation or warranty
      has to do with the existence of the document or other item itself).


     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (n) Incorporation
      of Exhibits and Schedules.
      The
      Exhibits and Schedules identified in this Agreement are incorporated herein
      by
      reference and made a part hereof.

     

    (o) Specific
      Performance.
      Each of
      the Parties acknowledges and agrees that the other Parties would be damaged
      irreparably in the event any of the provisions of this Agreement are not
      performed in accordance with their specific terms or otherwise are breached.
      Accordingly, each of the Parties agrees that the other Parties shall be entitled
      to an injunction or injunctions to prevent breaches of the provisions of this
      Agreement and to enforce specifically this Agreement and the terms and
      provisions hereof in any action instituted in any court of the United States
      or
      any state thereof having jurisdiction over the Parties and the matter (subject
      to the provisions set forth in Section
      13(p)
      below),
      in addition to any other remedy to which they may be entitled, at law or in
      equity.

     

    (p) Submission
      to Jurisdiction.
      Each of
      the Parties submits to the jurisdiction of any state or federal court sitting
      in
      New York County, New York, in any action or proceeding arising out of or
      relating to this Agreement and agrees that all claims in respect of the action
      or proceeding may be heard and determined in any such court. Each of the Parties
      waives any defense of inconvenient forum to the maintenance of any action or
      proceeding so brought and waives any bond, surety, or other security that might
      be required of any other Party with respect thereto. Any Party may make service
      on any other Party by sending or delivering a copy of the process to the Party
      to be served at the address and in the manner provided for the giving of notices
      in Section
      13(h)
      above.
      Nothing in this Section
      13(p),
      however, shall affect the right of any Party to bring any action or proceeding
      arising out of or relating to this Agreement in any other court or to serve
      legal process in any other manner permitted by law or at equity. Each Party
      agrees that a final judgment in any action or proceeding so brought shall be
      conclusive and may be enforced by suit on the judgment or in any other manner
      provided by law or at equity.

     

    [signature
      pages follow]


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    


    [Seller
      Signature Page]

     

    


    IN
      WITNESS WHEREOF, each of the undersigned Sellers
      has
      duly
      executed this Agreement the date first above written. 

    


    


    


    
      	 	
              For
                Individuals:

               
                

               


            	 
	 	   	 
	 	
              Name:
                Penny Green

            	 


    

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    [Purchasers
      Signature Page]

    


    IN
      WITNESS WHEREOF, each of the undersigned Purchasers
      has
      duly
      executed this Agreement the date first above written. 

    


    

      
        	
                 

              	
                FOUNTAINHEAD
                  CAPITAL MANAGEMENT LIMITED:

              
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:

              	  
	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                LA
                  PERGOLA INVESTMENTS LIMITED

              
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:

              	  
	 
	 	 	
                Name:

              	 
	 	 	
                Title:

              	 


      

    

    
 

    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    SCHEDULE
      A

    


    SELLERS

    


    
      	
              NAME
                AND ADDRESS

              OF
                SELLER

            	 	
              NUMBER
                OF SELLER

              SHARES

              (including
                acquisition date)

            
	
              Penny
                Green

            	 	
              16,400,000
                (acquired on July 25, 2004) 

            
	
              c/o
                Bacchus Corporate and Securities Law

              925
                W. Georgia Street Suite 1820 

              Vancouver,
                BC, V6C 3L2

            	 	 


    

     

    
      
         

      

      
        23