Exhibit
        10.1

    

     

    AGREEMENT
      AND PLAN OF MERGER,
      dated
      as of August 20, 2007 (the “Agreement”), among Feris
      International, Inc.
      a Nevada
      Corporation (“Feris”), Feris Merger Sub, Inc., a California corporation and
      wholly owned subsidiary of Feris (“Merger Sub”), and Patty
      Linson, an
      individual (“Shareholder”), on the one hand; and Pro Sports & Entertainment,
      Inc., a California corporation (the “Company), on the other hand. Feris,
      Shareholder, Merger Sub and the Company are collectively referred to herein
      as
      the “Parties”. Feris, Shareholder and Merger Sub are sometimes referred to
      herein collectively as the Feris Parties.

     

    RECITALS

     

    WHEREAS,
      the
      respective boards of directors of each of Feris, Merger Sub and the Company
      have
      approved the merger of Merger Sub with and into the Company (the “Merger”) upon
      the terms, and subject to the conditions, set forth in this
      Agreement;

     

    WHEREAS,
      Shareholder beneficially owns or controls an aggregate of 124,000 shares of
      the
      outstanding capital stock of Feris, representing a majority of the outstanding
      shares of Feris and will benefit from the transactions contemplated
      herein.

     

    WHEREAS,
      it is
      intended that, for federal income tax purposes, the Merger shall qualify as
      a
      reorganization under the provisions of Section 368(a) of the Internal Revenue
      Code of 1986, as amended, and the rules and regulations promulgated there under
      (the “Code”); and

     

    WHEREAS,
      Feris,
      Merger Sub, Shareholder and the Company desire to make certain representations,
      warranties, covenants and agreements in connection with this
      Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual promises herein made, and in
      consideration of the representations, warranties, covenants and agreements
      herein contained, and intending to be legally bound hereby, the Parties agree
      as
      follows: 

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1 Certain
      Definitions.
      The
      following terms shall, when used in this Agreement, have the following
      meanings:

     

    “Acquisition”
      means the acquisition by a Person of any businesses, assets or property other
      than in the ordinary course, whether by way of the purchase of assets or stock,
      by merger, consolidation or otherwise.

     

    “Affiliate”
      means, with respect to any Person: (i) any Person directly or indirectly owning,
      controlling or holding with power to vote ten percent (10%) or more of the
      outstanding voting securities of such other Person (other than passive or
      institutional investors); (ii) any Person ten percent (10%) or more of whose
      outstanding voting securities are directly or indirectly owned, controlled
      or
      held with power to vote, by such other Person; (iii) any Person directly or
      indirectly controlling, controlled by or under common control with such other
      Person; and (iv) any officer, director or partner of such other Person.
“Control” for the foregoing purposes shall mean the possession, directly or
      indirectly, of the power to direct or cause the direction of the management
      and
      policies of a Person, whether through the ownership of voting securities or
      voting interests, by contract or otherwise.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    “Business
      Day” means any day other than Saturday, Sunday or a day on which banking
      institutions in Los Angeles, California, are required or authorized to be
      closed.

     

    “Code”
      means the United States Internal Revenue Code of 1986, as amended.

     

    “Collateral
      Documents” mean the Exhibits and any other documents, instruments and
      certificates to be executed and delivered by the Parties hereunder or there
      under.

     

    “Commission”
      means the Securities and Exchange Commission or any Regulatory Authority that
      succeeds to its functions.

     

    “Company
      Assets” mean all properties, assets, privileges, powers, rights, interests and
      claims of every type and description that are owned, leased, held, used or
      useful in the Company Business and in which the Company has any right, title
      or
      interest or in which the Company acquires any right, title or interest on or
      before the Closing Date, wherever located, whether known or unknown, and whether
      or not now or on the Closing Date on the books and records of the Company,
      but
      excluding any of the foregoing, if any, transferred prior to the Closing
      pursuant to this Agreement or any Collateral Documents.

     

    “Company
      Business” means the acquisition and operating of sports and entertainment
      events.

     

    “Company
      Common Stock” means the common shares of the Company.

     

    “Company
      Shareholders” means, as of any particular date, the holders of Company Common
      Stock on that date.

     

    “Encumbrance”
      means any material mortgage, pledge, lien, encumbrance, charge, security
      interest, security agreement, conditional sale or other title retention
      agreement, limitation, option, assessment, restrictive agreement, restriction,
      adverse interest, restriction on transfer or exception to or material defect
      in
      title or other ownership interest (including restrictive covenants, leases
      and
      licenses).

     

    “ERISA”
      means the Employee Retirement Income Security Act of 1974, as
      amended.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations there under.

     

    “GAAP”
      means United States generally accepted accounting principles as in effect from
      time to time.

     

    “Legal
      Requirement” means any statute, ordinance, law, rule, regulation, code,
      injunction, judgment, order, decree, ruling, or other requirement enacted,
      adopted or applied by any Regulatory Authority, including judicial decisions
      applying common law or interpreting any other Legal Requirement.

     

    
      
         

      

      
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    “Losses”
      shall mean all damages, awards, judgments, assessments, fines, sanctions,
      penalties, charges, costs, expenses, payments, diminutions in value and other
      losses, however suffered or characterized, all interest thereon, all costs
      and
      expenses of investigating any claim, lawsuit or arbitration and any appeal
      there
      from, all actual attorneys’, accountants’ investment bankers’ and expert
      witness’ fees incurred in connection therewith, whether or not such claim,
      lawsuit or arbitration is ultimately defeated and, subject to Section 9.4,
      all
      amounts paid incident to any compromise or settlement of any such claim, lawsuit
      or arbitration.

     

    “Liability”
      means any liability or obligation (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.

     

    “Material
      Adverse Effect” means a material adverse effect on (i) the assets, Liabilities,
      properties or business of the Parties, (ii) the validity, binding effect or
      enforceability of this Agreement or the Collateral Documents or (iii) the
      ability of any Party to perform its obligations under this Agreement and the
      Collateral Documents; provided, however, that none of the following shall
      constitute a Material Adverse Effect on the Company: (i) the filing, initiation
      and subsequent prosecution, by or on behalf of shareholders of any Party, of
      litigation that challenges or otherwise seeks damages with respect to the
      Merger, this Agreement and/or transactions contemplated thereby or hereby,
      (ii)
      occurrences due to a disruption of a Party’s business as a result of the
      announcement of the execution of this Agreement or changes caused by the taking
      of action required by this Agreement, (iii) general economic conditions, or
      (iv)
      any changes generally affecting the industries in which a Party
      operates.

     

    “Merger
      Shares” means the shares of Feris Common Stock deliverable by Feris in exchange
      for Company Common Stock pursuant to Section 2.6.

     

    “Feris
      Assets” mean all properties, assets, privileges, powers, rights, interests and
      claims of every type and description that are owned, leased, held, used or
      useful in the Feris Business and in which Feris or any of its Subsidiaries
      has
      any right, title or interest or in which Feris or any of its Subsidiaries
      acquires any right, title or interest on or before the Closing Date, wherever
      located, whether known or unknown, and whether or not now or on the Closing
      Date
      on the books and records of Feris or any of its Subsidiaries.

     

    “Feris
      Business” means the business conducted by Feris.

     

    “Feris
      Common Stock” means the common shares of Feris.

     

    “Permit”
      means any license, permit, consent, approval, registration, authorization,
      qualification or similar right granted by a Regulatory Authority.

     

    “Permitted
      Liens” means (i) liens for Taxes not yet due and payable or being contested in
      good faith by appropriate proceedings; (ii) rights reserved to any Regulatory
      Authority to regulate the affected property; (iii) statutory liens of banks
      and
      rights of set off; (iv) as to leased assets, interests of the lessors and
      sublessors thereof and liens affecting the interests of the lessors and
      sublessors thereof; (v) inchoate materialmen’s, mechanics’, workmen’s,
      repairmen’s or other like liens arising in the ordinary course of business; (vi)
      liens incurred or deposits made in the ordinary course in connection with
      workers’ compensation and other types of social security; (vii) licenses of
      trademarks or other intellectual property rights granted by the Company or
      Feris, as the case may be, in the ordinary course and not interfering in any
      material respect with the ordinary course of the business of the Company or
      Feris, as the case may be; and (viii) as to real property, any encumbrance,
      adverse interest, constructive or other trust, claim, attachment, exception
      to
      or defect in title or other ownership interest (including, but not limited
      to,
      reservations, rights of entry, rights of first refusal, possibilities of
      reverter, encroachments, easement, rights of way, restrictive covenants, leases,
      and licenses) of any kind, which otherwise constitutes an interest in or claim
      against property, whether arising pursuant to any Legal Requirement, under
      any
      contract or otherwise, that do not, individually or in the aggregate, materially
      and adversely affect or impair the value or use thereof as it is currently
      being
      used in the ordinary course.

     

    
      
         

      

      
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    “Person”
      means any natural person, corporation, partnership, trust, unincorporated
      organization, association, limited liability company, Regulatory Authority
      or
      other entity.

     

    “Proposed
      Acquisition” means any of the following transactions (other than the
      transactions contemplated by this Agreement): (i) a merger, consolidation,
      business combination, recapitalization, liquidation, dissolution or similar
      transaction involving the Company pursuant to which the shareholders of the
      Company immediately preceding such transaction hold less than fifty percent
      (50%) of the aggregate equity interests in the surviving or resulting entity
      of
      such transaction, (ii) a sale or other disposition by the Company of assets
      representing in excess of fifty percent (50%) of the aggregate fair market
      value
      of the Company Business immediately prior to such sale or (iii) the acquisition
      by any person or group (including by way of a tender offer or an exchange offer
      or issuance by the Company), directly or indirectly, of beneficial ownership
      or
      a right to acquire beneficial ownership of shares representing in excess of
      fifty percent (50%) of the voting power of the then outstanding shares of
      capital stock of the Company.

     

    “Regulatory
      Authority” means: (i) the United States of America; (ii) any state,
      commonwealth, territory or possession of the United States of America and any
      political subdivision thereof (including counties, municipalities and the like);
      (iii) Canada and any other foreign (as to the United States of America)
      sovereign entity and any political subdivision thereof; or (iv) any agency,
      authority or instrumentality of any of the foregoing, including any court,
      tribunal, department, bureau, commission or board.

     

    “Representative”
      means any director, officer, employee, agent, consultant, advisor or other
      representative of a Person, including legal counsel, accountants and financial
      advisors.

     

    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and regulations
      there under.

     

    “Subsidiary”
      of a specified Person means (a) any Person if securities having ordinary voting
      power (at the time in question and without regard to the happening of any
      contingency) to elect a majority of the directors, trustees, managers or other
      governing body of such Person are held or controlled by the specified Person
      or
      a Subsidiary of the specified Person; (b) any Person in which the specified
      Person and its subsidiaries collectively hold a fifty percent (50%) or greater
      equity interest; (c) any partnership or similar organization in which the
      specified Person or subsidiary of the specified Person is a general partner;
      or
      (d) any Person the management of which is directly or indirectly controlled
      by
      the specified Person and its Subsidiaries through the exercise of voting power,
      by contract or otherwise.

     

    
      
         

      

      
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    “Tax”
      means any U.S. or non U.S. federal, state, provincial, local or foreign income,
      gross receipts, license, payroll, employment, excise, severance, stamp,
      occupation, premium, windfall profits, environmental, customs duties, capital,
      franchise, profits, withholding, social security (or similar), unemployment,
      disability, real property, personal property, intangible property, recording,
      occupancy, sales, use, transfer, registration, value added minimum, estimated
      or
      other tax of any kind whatsoever, including any interest, additions to tax,
      penalties, fees, deficiencies, assessments, additions or other charges of any
      nature with respect thereto, whether disputed or not.

     

    “Tax
      Return” means any return, declaration, report, claim for refund or credit or
      information return or statement relating to Taxes, including any schedule or
      attachment thereto, and including any amendment thereof.

     

    “Treasury
      Regulations” means regulations promulgated by the U.S. Treasury Department under
      the Code.

     

    1.2 Other
      Definitions.
      The
      following terms shall, when used in this Agreement, have the meanings assigned
      to such terms in the Sections indicated.

     

    
      	
              Term

            	 	
              Schedule

            
	
              “Agreement”

            	 	
              Preamble

            
	
              “Bridge
                Financing

            	 	
              8.12

            
	
              “CCC”

            	 	
              2.1

            
	
              “Certificate
                of Merger”

            	 	
              2.5

            
	
              “Closing”.

            	 	
              2.12

            
	
              “Closing
                Date”

            	 	
              2.12

            
	
              “Company
                Common Stock”

            	 	
              2.7(a)

            
	
              “Company
                Certificates”

            	 	
              2.7(a)

            
	
              “Company
                Financial Statements”

            	 	
              3.8

            
	
              “Company
                Intellectual Property Rights”

            	 	
              3.6

            
	
              “Company
                Option”

            	 	
              2.6(b)

            
	
              “Conversion”

            	 	
              2.6(a)(ii)

            
	
              “Current
                Market Price”

            	 	
              2.7(a)

            
	
              “Dissenting
                Shares”

            	 	
              2.9

            
	
              “Effective
                Time”

            	 	
              2.5

            
	
              “Excluded
                Shares”

            	 	
              2.6(a)

            
	
              “Material
                Company Contract”

            	 	
              3.4

            
	
              “Material
                Feris Contract”

            	 	
              4.4

            
	
              “Merger”

            	 	
              2.1

            
	
              “Options”

            	 	
              3.2(b)

            
	
              “Parties”

            	 	
              Preamble

            
	
              “Preferred
                Shares”

            	 	
              2.6(a)(ii)

            
	
              “Share
                Cancellation” 

            	 	
              6.10

            
	
              “Share
                Increase Authorization” 

            	 	
              6.9

            
	
              “Shareholder
                Meeting”

            	 	
              5.6

            
	
              “Surviving
                Corporation”

            	 	
              2.1

            


    

    


    
      
         

      

      
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    ARTICLE
      II

    THE
      MERGER

     

    2.1 Merger;
      Surviving Corporation.
      In
      accordance with and subject to the provisions of this Agreement and the
      California Corporations Code (“CCC”), at the Effective Time, Merger Sub shall be
      merged with and into the Company (the “Merger”), and the Company shall be the
      surviving corporation in the Merger (hereinafter sometimes called the “Surviving
      Corporation”) and shall continue its corporate existence under the laws of the
      State of California, and shall immediately effect a name change. At the
      Effective Time, the separate existence of the Company shall cease. All
      properties, franchises and rights belonging to the Company and Feris, by virtue
      of the Merger and without further act or deed, shall be vested in the Surviving
      Corporation, which shall thenceforth be responsible for all the liabilities
      and
      obligations of each of Feris and the Company. For avoidance of doubt, upon
      the
      Effective Time, the Company will become a wholly owned subsidiary of
      Feris.

     

    2.2 Articles
      of Incorporation.
      The
      Company’s articles of incorporation, as in effect at the Effective Time, shall
      continue in full force and effect as the articles of incorporation of the
      Surviving Corporation until altered or amended as provided therein or by
      law.

     

    2.3 By
      Laws.
      The
      Company’s by laws, as in effect at the Effective Time, shall be the by laws of
      the Surviving Corporation until altered, amended or repealed as provided therein
      or by law.

     

    2.4 (Intentionally
      deleted)

     

    2.5 Effective
      Time.
      The
      Merger shall become effective at the time and date that the certificate of
      merger of each of the Merger Sub and the Company (the “Certificate of Merger”),
      in form and substance acceptable to the Parties, is accepted for filing by
      the
      Secretary of State of the State of California in accordance with the provisions
      related thereto. The Certificate of Merger shall be executed by Merger Sub
      and
      the Company and delivered to the Secretary of State of the State of California
      for filing on the Closing Date. The date and time when the Merger becomes
      effective are referred to herein as the “Effective Time.”

     

    2.6 Merger
      Shares; Conversion and Cancellation of Securities.

     

    (a) Conversion
      of Company Common Stock.
      At the
      Effective Time, all shares of Company Common Stock outstanding immediately
      before the Effective Time, other than shares described in Section 2.6(c) and
      other than Dissenting Shares (as defined in Section 2.9 below), collectively,
      the “Excluded Shares”, shall be converted, by virtue of the Merger, into
      36,000,000 shares of Feris Common Stock (the “Merger Shares”) so that the
      holders of Company Common Stock will upon conversion of the Merger Shares own
      approximately 85.22% of Feris’ issued and outstanding capital stock (on a fully
      diluted basis) as of the Effective Date after giving effect to the Merger and
      any shares issuable upon a possible conversion of the Convertible Note referred
      to in Section 8.7 below if such Note is converted after the Closing, subject
      to
      the following:

     

    (i) The
      allocation of the Merger Shares among the Company Shareholders excluding the
      holders of Dissenting Shares shall be delivered to Feris at least one business
      day prior to the Closing;

     

    
      
         

      

      
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    At
      the
      Effective Time, all Company Shares shall no longer be outstanding and shall
      be
      cancelled and retired and shall cease to exist, and each certificate formerly
      representing any Company Common Stock (other than Excluded Shares) shall
      thereafter represent only the right to the Merger Shares and any distribution
      or
      dividend pursuant to Section .

     

    (b) Stock
      Options.
      At the
      Effective Time, each outstanding option to purchase Company Common Stock (a
      “Company Option”), whether vested or unvested, shall be deemed to constitute an
      option to acquire, on the same terms and conditions as were applicable under
      such Company Option, the same number of shares of Feris Common Stock as the
      holder of such Company Option would have been entitled to receive pursuant
      to
      the Merger had such holder exercised such option in full immediately prior
      to
      the Effective Time (rounded up to the nearest whole number), at a price per
      share (rounded up to the nearest whole cent) equal to (i) the aggregate exercise
      price for the Company Common Stock otherwise purchasable pursuant to such
      Company Option divided by (ii) the number of full shares of Feris Common Stock
      deemed purchasable pursuant to such Company Option in accordance with the
      foregoing. At or prior to the Effective Time, Feris shall take all corporate
      action necessary to reserve for issuance a sufficient number of Feris Common
      Stock for delivery upon exercise of Company Options assumed by it in accordance
      with this Section.

     

    (c) Treasury
      Shares, Etc.
      Each
      share of Company Common Stock held in the treasury of the Company and (each
      share of Company Common Stock, if any, held by Feris or of the Company
      immediately before the Effective Time) shall be cancelled and extinguished,
      and
      nothing shall be issued or paid in respect thereof.

     

    (d) Fractional
      Shares.
      No
      certificates or scrip evidencing fractional shares of Feris Preferred Stock
      shall be issued in exchange for Company Common Stock. All fractional share
      amounts shall be rounded up to the nearest whole share.

     

    2.7 Surrender
      of Company Certificates.

     

    (a) Exchange
      Procedures.
      Promptly after the Effective Time, Feris or its appointed designee shall mail
      to
      each holder of a certificate or certificates of Company Common Stock (“Company
      Certificates”) whose shares are converted into the right to receive the Merger
      Shares, (i) a letter of transmittal (which shall specify that delivery shall
      be
      effected, and risk of loss and title to the Company Certificates shall pass
      to
      Feris, only upon delivery of the Company Certificates to Feris and which shall
      be in such form and have such other provisions as Feris may reasonably specify)
      and (ii) instructions for use in effecting the surrender of the Company
      Certificates in exchange for the Merger Shares and any dividends or other
      distributions pursuant to Section. Upon surrender of Company Certificates for
      cancellation to Feris, together with such letter of transmittal, duly completed
      and validly executed in accordance with the instructions thereto, the holders
      of
      such Company Certificates shall be entitled to receive the Merger Shares in
      exchange therefore and the Company Certificates so surrendered shall forthwith
      be canceled. Notwithstanding the foregoing, if any Company Certificate is lost,
      stolen, destroyed or mutilated, such holder shall provide evidence reasonably
      satisfactory to Feris as to such loss, theft, destruction or mutilation and
      an
      affidavit in form and substance satisfactory to Feris, and, thereupon, such
      holder shall be entitled to receive the Merger Shares in exchange therefore
      and
      the Company Certificates so surrendered shall forthwith be
      canceled.

     

    
      
         

      

      
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    (b) Required
      Withholding.
      In
      connection with any payment to any holder or former holder of the Company Common
      Stock, each of Feris and the Surviving Corporation shall be entitled to deduct
      and withhold from any consideration payable or otherwise deliverable pursuant
      to
      this Agreement to any holder or former holder of the Company Common Stock such
      amounts as may be required to be deducted or withheld there from under the
      Code
      or under any provision of state, local or foreign tax law or under any other
      applicable laws. To the extent such amounts are so deducted or withheld, such
      amounts shall be treated for all purposes under this Agreement as having been
      paid to the person to whom such amounts would otherwise have been
      paid.

     

    (c) No
      Liability.
      Notwithstanding anything to the contrary in this Section 2.7, neither Feris,
      the
      Surviving Corporation nor any party hereto 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. If any Company Certificate shall not have
      been
      surrendered prior to the date immediately prior to the date on which such
      property would otherwise escheat to or become the property of any Governmental
      or Regulatory Authority, any such property, to the extent permitted by
      applicable law, shall become the property of the Surviving Corporation, free
      and
      clear of all claims or interest of any person previously entitled
      thereto.

     

    (d) Termination.
      Any
      holders of the Company Certificates who have not complied with this ARTICLE
      II
      shall look only to Feris or the Surviving Corporation for, and Feris and the
      Surviving Corporation shall remain liable for, payment of their claim for Merger
      Shares and any dividends or distributions with respect to Feris Common Stock,
      without interest thereon.

     

    2.8 Stock
      Transfer Books.
      At the
      Effective Time, the stock transfer books of the Company shall be closed, and
      there shall be no further registration of transfers of shares of Company Common
      Stock thereafter on the records of the Company.

     

    2.9 Dissenting
      Shares.
      Shares
      of Company Common Stock which are issued and outstanding immediately prior
      to
      the Effective Time and which are held by persons who have properly exercised,
      and not withdrawn or waived, appraisal rights with respect thereto in accordance
      with the CCC (the “Dissenting Shares”), will not be converted into the right to
      receive the Merger Shares, and holders of such shares of Company Common Stock
      will be entitled, in lieu thereof, to receive payment of the appraised value
      of
      such shares of Company Common Stock in accordance with the provisions of the
      CCC
      unless and until such holders fail to perfect or effectively withdraw or lose
      their rights to appraisal and payment under the CCC. If, after the Effective
      Time, any such holder fails to perfect or effectively withdraws or loses such
      right, such shares of Company Common Stock will thereupon be treated as if
      they
      had been converted at the Effective Time into the right to receive the Merger
      Shares, without any interest thereon. The Company will give Feris prompt notice
      of any demands received by the Company for appraisal of shares of Company Common
      Stock. Prior to the Effective Time, the Company will not, except with the prior
      written consent of Feris make any payment with respect to, or settle or offer
      to
      settle, any such demands.

     

    
      
         

      

      
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    2.10 Restriction
      on Transfer.
      The
      Merger Shares may not be sold, transferred, or otherwise disposed of without
      registration under the Act or an exemption there from, and that in the absence
      of an effective registration statement covering the Merger Shares or any
      available exemption from registration under the Act, the Merger Shares must
      be
      held indefinitely. The Company Shareholders are aware that the Merger Shares
      may
      not be sold pursuant to Rule 144 promulgated under the Act unless all of the
      conditions of that Rule are met. Among the conditions for use of Rule 144 may
      be
      the availability of current information to the public about Feris.

     

    2.11 Restrictive
      Legend.
      All
      certificates representing the Merger Shares shall contain the following
      legend:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE, ARE SUBJECT TO THE TERMS OF AN
      AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 8, 2007, BETWEEN FERIS
      INTERNATIONAL, INC., FERIS
      MERGER
      SUB, INC., PETER BERNEY AND PRO SPORTS & ENTERTAINMENT, INC., A COPY OF
      WHICH IS ON FILE IN THE PRINCIPAL OFFICE OF THE ISSUER. FURTHER, THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
      DISPOSED OF WITHOUT REGISTRATION UNDER THE ACT OR AN EXEMPTION
      THEREFROM.”

     

    2.12 Closing.
      The
      closing of the transactions contemplated by this Agreement and the Collateral
      Documents (the “Closing”) shall take place at the offices of Troy & Gould,
      1801 Century Park East, Sixteenth Floor, Los Angeles, California 90067, or
      at
      such other location as the parties may agree at 11:00 a.m., Pacific Time on
      the
      agreed date, which, shall be within sixty (60) days of the signing hereof (the
      “Closing Date”). 

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

     

    The
      Company represents and warrants to Feris that the statements contained in this
      ARTICLE III are correct and complete as of the date of this Agreement and,
      except as provided in Section 7.1, 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 ARTICLE III, except
      in the case of representations and warranties stated to be made as of the date
      of this Agreement or as of another date and except for changes contemplated
      or
      permitted by this Agreement).

     

    
      
         

      

      
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    3.1 Organization
      and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of its respective jurisdiction of organization. The Company
      has
      all requisite power and authority to own, lease and use its assets as they
      are
      currently owned, leased and used and to conduct its business as it is currently
      conducted. The Company is duly qualified or licensed to do business in and
      is in
      good standing in each jurisdiction in which the character of the properties
      owned, leased or used by it or the nature of the activities conducted by it
      make
      such qualification necessary, except any such jurisdiction where the failure
      to
      be so qualified or licensed would not have a Material Adverse Effect on the
      Company or a material adverse effect on the validity, binding effect or
      enforceability of this Agreement or the Collateral Documents or the ability
      of
      the Company to perform its obligations under this Agreement or any of the
      Collateral Documents.

     

    3.2 Capitalization.

     

    (a) The
      authorized capital stock and other ownership interests of the Company consist
      of
      45,000,000 shares of common stock, of which thirteen million three hundred
      and
      eighty four thousand three hundred and fifty nine (13,575,541) shares were
      issued and outstanding as of the date hereof, and 0 shares of Preferred Stock,
      none of which are outstanding. All of the outstanding Company Common Stock
      have
      been duly authorized and are validly issued, fully paid and nonassessable.
      It is
      anticipated that the number of shares of Company Common Stock will increase
      as a
      result of private placements to be conducted after the date hereof.

     

    (b) Schedule
      3.2(b)(i) lists all outstanding or authorized options, warrants, purchase
      rights, preemptive rights or other contracts or commitments that could require
      the Company to issue, sell, or otherwise cause to become outstanding any of
      its
      capital stock or other ownership interests (collectively
“Options”).

     

    (c) All
      of
      the issued and outstanding shares of Company Common Stock have been duly
      authorized and are validly issued and outstanding, fully paid and nonassessable
      and have been issued in compliance with applicable securities laws and other
      applicable Legal Requirements or transfer restrictions under applicable
      securities laws.

     

    3.3 Authority
      and Validity.
      The
      Company has all requisite corporate power to execute and deliver, to perform
      its
      obligations under, and to consummate the transactions contemplated by, this
      Agreement (subject to the approval of the Company Shareholders as contemplated
      by Section 5.4 and to receipt of any consents, approvals, authorizations or
      other matters referred to in Section 5.4). The execution and delivery by the
      Company of, the performance by the Company of its obligations under, and the
      consummation by the Company of the transactions contemplated by, this Agreement
      have been duly authorized by all requisite action of the Company (subject to
      the
      approval of the Company Shareholders as contemplated by Section 5.4). This
      Agreement has been duly executed and delivered by the Company and (assuming
      due
      execution and delivery by the Feris Parties and approval by the Company
      Shareholders) is the legal, valid, and binding obligation of the Company,
      enforceable against it in accordance with its terms, except that such
      enforcement may be subject to (i) bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting or relating to enforcement of
      creditors’ rights generally and (ii) general equitable principles. Upon the
      execution and delivery of the Collateral Documents by each Person (other than
      by
      the Feris Parties) that is required by this Agreement to execute, or that does
      execute, this Agreement or any of the Collateral Documents, and assuming due
      execution and delivery thereof by the Feris Parties, the Collateral Documents
      will be the legal, valid and binding obligations of the Company, enforceable
      against the Company in accordance with their respective terms, except that
      such
      enforcement may be subject to (i) bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting or relating to enforcement of
      creditors’ rights generally and (ii) general equitable principles.

     

    
      
         

      

      
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    3.4 No
      Breach or Violation.
      Subject
      to obtaining the consents, approvals, authorizations, and orders of and making
      the registrations or filings with or giving notices to Regulatory Authorities
      and Persons identified herein, the execution, delivery and performance by the
      Company of this Agreement and the Collateral Documents to which it is a party,
      and the consummation of the transactions contemplated hereby and thereby in
      accordance with the terms and conditions hereof and thereof, do not and will
      not
      conflict with, constitute a violation or breach of, constitute a default or
      give
      rise to any right of termination or acceleration of any right or obligation
      of
      the Company under, or result in the creation or imposition of any Encumbrance
      upon the Company, the Company Assets, the Company Business or the Company Common
      Stock by reason of the terms of (i) the articles of incorporation, by laws
      or
      other charter or organizational document of the Company or any Subsidiary of
      the
      Company, (ii) any material contract, agreement, lease, indenture or other
      instrument to which the Company is a party or by or to which the Company, or
      the
      Assets may be bound or subject and a violation of which would result in a
      Material Adverse Effect on the Company, (iii) any order, judgment, injunction,
      award or decree of any arbitrator or Regulatory Authority or any statute, law,
      rule or regulation applicable to the Company or (iv) any Permit of the Company,
      which in the case of (ii), (iii) or (iv) above would have a Material Adverse
      Effect on the Company or a material adverse effect on the validity, binding
      effect or enforceability of this Agreement or the Collateral Documents or the
      ability of the Company to perform its obligations under this Agreement or any
      of
      the Collateral Documents.

     

    3.5 Consents
      and Approvals.
      No
      consent, approval, authorization or order of, registration or filing with,
      or
      notice to, any Regulatory Authority or any other Person is necessary to be
      obtained, made or given by the Company in connection with the execution,
      delivery and performance by the Company of this Agreement or any Collateral
      Document or for the consummation by the Company of the transactions contemplated
      hereby or thereby, except to the extent the failure to obtain any such consent,
      approval, authorization or order or to make any such registration or filing
      would not have a Material Adverse Effect on the Company or a material adverse
      effect on the validity, binding effect or enforceability of this Agreement
      or
      the Collateral Documents or the ability of the Company to perform its
      obligations under this Agreement or any of the Collateral
      Documents.

     

    3.6 Intellectual
      Property.
      To the
      knowledge of the Company, the Company has good title to or the right to use
      all
      material company intellectual property rights and all material inventions,
      processes, designs, formulae, trade secrets and know how necessary for the
      operation of the Company Business without the payment of any royalty or similar
      payment.

     

    
      
         

      

      
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    3.7 Compliance
      with Legal Requirements.
      The
      Company has operated the Company Business in compliance with all Legal
      Requirements applicable to the Company except to the extent the failure to
      operate in compliance with all material Legal Requirements would not have a
      Material Adverse Effect on the Company or Material Adverse Effect on the
      validity, binding effect or enforceability of this Agreement or the Collateral
      Documents. 

     

    3.8 Financial
      Statements.
      Prior
      to the Closing Date, the Company shall provide Feris with audited balance sheets
      of the Company as of December 31, 2005 and December 31, 2006 and statements
      of
      operations, stockholders’ equity and cash flows for the years then ended,. Such
      financial statements (“Company Financial Statements”) have or will have been
      prepared in accordance with U.S. generally accepted accounting principles
      (“GAAP”) applied on a basis consistent throughout all periods presented, present
      fairly in all material respects the financial condition of the Company and
      its
      results of operations as of the date and for the periods indicated.


     

    3.9 Litigation.
      Except
      as set forth on Item 3.9 of the Disclosure Schedule, there are no outstanding
      judgments or orders against or otherwise affecting or related to the Company,
      the Company Business or the Company Assets and there is no action, suit,
      complaint, proceeding or investigation, judicial, administrative or otherwise,
      that is pending or, to the Company’s knowledge, threatened that, if adversely
      determined, would have a Material Adverse Effect on the Company or a material
      adverse effect on the validity, binding effect or enforceability of this
      Agreement or the Collateral Documents, except as noted in the audited Company
      Financial Statements or documented by the Company to Feris.

     

    3.10 Taxes.
      The
      Company has duly and timely filed in proper form all Tax Returns for all Taxes
      required to be filed with the appropriate Regulatory Authority, and has paid
      all
      taxes required to be paid in respect thereof except where such failure would
      not
      have a Material Adverse Effect on the Company, except where, if not filed or
      paid, the exception(s) have been documented by the Company to
      Feris.

     

    3.11 Books
      and Records.
      The
      books and records of the Company accurately and fairly represent the Company
      Business and its results of operations in all material respects.

     

    3.12 Brokers
      or Finders.
      Except
      as set forth on Item 3.12 of the Disclosure Schedule, all negotiations relative
      to this Agreement and the transactions contemplated hereby have been carried
      out
      by the Company or any of its Affiliates in connection with the transactions
      contemplated by this Agreement, and with the exception of certain Investment
      Banking fees, for which the Company is obligated, neither the Company, nor
      any
      of its Affiliates has incurred any obligation to pay any brokerage or finder’s
      fee or other commission in connection with the transaction contemplated by
      this
      Agreement.

     

    3.13 Proxies.
      Company
      management holds, or prior to the Closing will hold, irrevocable proxies from
      the Company Shareholders adequate to ensure Company Shareholder approval of
      the
      Merger as required by applicable law.

     

    
      
         

      

      
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    3.14 Disclosure.
      No
      representation or warranty of the Company in this Agreement or in the Collateral
      Documents and no statement in any certificate furnished or to be furnished
      by
      the Company pursuant to this Agreement contained, contains or will contain
      on
      the date such agreement or certificate was or is delivered, or on the Closing
      Date, any untrue statement of a material fact, or omitted, omits or will omit
      on
      such date to state any material fact necessary in order to make the statements
      made, in light of the circumstances under which they were made, not
      misleading.

     

    3.15 No
      Undisclosed Liabilities.
      The
      Company is not subject to any material liability (including unasserted claims),
      absolute or contingent, which is not shown or which is in excess of amounts
      shown or reserved for in the audited balance sheet as of December 31, 2006,
      other than liabilities of the same nature as those set forth in the Company
      Financial Statements and reasonably incurred in the ordinary course of its
      business after December 31, 2006.

     

    3.16 Absence
      of Certain Changes.
      Except
      as set forth as Item 3.16 of the Company’s Disclosure Schedule hereto, since
      December 31, 2006, the Company has not: (a) suffered any material adverse change
      in its financial condition, assets, liabilities or business; (b) contracted
      for
      or paid any capital expenditures; (c) incurred any indebtedness or borrowed
      money, issued or sold any debt or equity securities, declared any dividends
      or
      discharged or incurred any liabilities or obligations except in the ordinary
      course of business as heretofore conducted; (d) mortgaged, pledged or subjected
      to any lien, lease, security interest or other charge or encumbrance any of
      its
      properties or assets; (e) paid any material amount on any indebtedness prior
      to
      the due date, forgiven or cancelled any material amount on any indebtedness
      prior to the due date, forgiven or cancelled any material debts or claims or
      released or waived any material rights or claims; (f) suffered any damage or
      destruction to or loss of any assets (whether or not covered by insurance);
      (g)
      acquired or disposed of any assets or incurred any liabilities or obligations;
      (h) made any payments to its affiliates or associates or loaned any money to
      any
      person or entity; (i) formed or acquired or disposed of any interest in any
      corporation, partnership, limited liability company, joint venture or other
      entity; (j) entered into any employment, compensation, consulting or collective
      bargaining agreement or any other agreement of any kind or nature with any
      person. or group, or modified or amended in any respect the terms of any such
      existing agreement; (k) entered into any other commitment or transaction or
      experience any other event that relates to or affect in any way this Agreement
      or to the transactions contemplated hereby, or that has affected, or may
      adversely affect the Company’s business, operations, assets, liabilities or
      financial condition; or (1) amended its Articles of Organization or By-laws,
      except as otherwise contemplated herein.

     

    3.17 Contracts.
      Item
      3.17 of the Company’s Disclosure Schedule is a true and complete list of all
      contracts, agreements, leases, commitments or other understandings or
      arrangements, written or oral, express or implied, to which the Company is
      a
      party or by which it or any of its property is bound or affected requiring
      payments to or from, or incurring of liabilities by, the Company in excess
      of
      $100,000 (the “Contracts”). Except as set forth as Item 3.17 of the Company’s
      Disclosure Schedule, the Company has complied with and performed, in all
      material respects, all of its obligations required to be performed under and
      is
      not in default with respect to any of the Contracts, as of the date hereof,
      nor
      bas any event occurred which has not been cured which, with or without the
      giving of notice, lapse of time, or both, would constitute a default in any
      respect there under. To the best knowledge of the Company, no other party has
      failed to comply with or perform, in all material respects, any of its
      obligations required to be performed under or is in material default with
      respect to any such Contracts, as of the date hereof, nor has any event occurred
      which, with or without the giving of notice, lapse of time or both, would
      constitute a material default in any respect by such party there under. Except
      as set forth as Item 3.17 of the Company’s Disclosure Schedule, the Company
      knows of and has no reason to believe that there are any facts or circumstances
      which would make a material default by any party to any contract or obligation
      likely to occur subsequent to the date hereof.

     

    
      
         

      

      
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    3.18 Permits
      and Licenses.
      The
      Company has all certificates of occupancy, rights, permits, certificates,
      licenses, franchises, approvals and other authorizations as are reasonably
      necessary to conduct its business and to own, lease, use, operate and occupy
      its
      assets, at the places and in the manner now conducted and operated, except
      those
      the absence of which would not materially adversely affect its business. The
      Company has not received any written or oral notice or claim pertaining to
      the
      failure to obtain any material permit, certificate, license, approval or other
      authorization required by any federal, state or local agency or other regulatory
      body, the failure of which to obtain would materially and adversely affect
      its
      business.

     

    3.19 Assets
      Necessary to Business.
      The
      Company owns or leases all properties and assets, real, personal, and mixed,
      tangible and intangible, and is a party to all licenses, permits and other
      agreements necessary to permit it to carry on its business as presently
      conducted.

     

    3.20 Labor
      Agreements and Labor Relations.
      The
      Company has no collective bargaining or union contracts or agreements. The
      Company is in compliance with all applicable laws respecting employment and
      employment practices, terms and conditions of employment and wages and hours,
      and is not engaged in any unfair labor practices; there are no charges of
      discrimination or unfair labor practice charges” or complaints against the
      Company pending or threatened before any governmental or regulatory agency
      or
      authority; and, there is no labor strike, dispute, slowdown or stoppage actually
      pending or threatened against or affecting the Company.

     

    3.21 Employment
      Arrangements.
      Except
      as set forth as Item 3.21 of the Company’s Disclosure Schedule hereto, the
      Company has no employment or consulting agreements or arrangements, written
      or
      oral, which are not terminable at the will of the Company, or any pension,
      profit-sharing, option, other incentive plan, or any other type of employment
      benefit plan as defined in ERISA or otherwise, or any obligation to or customary
      arrangement with employees for bonuses, incentive compensation, vacations,
      severance pay, insurance or other benefits. No employee of the Company is in
      violation of any employment agreement or restrictive covenant.

     

    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF THE Feris PARTIES

     

    Each
      of
      the Feris Parties, jointly and severally, represents and warrants to the Company
      that the statements contained in this ARTICLE IV are correct and complete as
      of
      the date of this Agreement and, except as provided in Section 8.1, 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
      ARTICLE IV, except in the case of representations and warranties stated to
      be
      made as of the date of this Agreement or as of another date and except for
      changes contemplated or permitted by the Agreement).

     

    
      
         

      

      
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    4.1 Organization
      and Qualification.
      Each of
      Feris and Merger Sub is a corporation duly organized, validly existing and
      in
      good standing under the laws of Nevada and California, respectively. Each of
      Feris and Merger Sub has all requisite power and authority to own, lease and
      use
      its assets as they are currently owned, leased and used and to conduct its
      business as it is currently conducted. Feris is duly qualified or licensed
      to do
      business in and are each in good standing in each jurisdiction in which the
      character of the properties owned, leased or used by it or the nature of the
      activities conducted by it makes such qualification necessary, except any such
      jurisdiction where the failure to be so qualified or licensed and in good
      standing would not have a Material Adverse Effect on Feris or a Material Adverse
      Effect on the validity, binding effect or enforceability of this Agreement
      or
      the Collateral Documents or the ability of the Company or Feris to perform
      its
      obligations under this Agreement or any of the Collateral
      Documents.

     

    4.2 Capitalization.

     

    (a) The
      authorized capital stock of Feris consists of 200,000,000 shares of Common
      Stock
      of which there are 240,474 shares issued and outstanding. The shares of Feris
      Common Stock included in the Merger Shares, when issued in accordance with
      this
      Agreement, will have been duly authorized, validly issued and outstanding and
      will be fully paid and non-assessable. Immediately upon execution
      hereon.

     

    (b) Schedule
      4.2(b) lists all outstanding or authorized options, warrants, purchase rights,
      preemptive rights or other contracts or commitments that could require Feris
      or
      any of its Subsidiaries to issue, sell, or otherwise cause to become outstanding
      any of its capital stock or other ownership interests. 

     

    (c) All
      of
      the issued and outstanding shares of Feris Capital Stock have been duly
      authorized and are validly issued and outstanding, fully paid and nonassessable
      (with respect to Subsidiaries that are corporations) and have been issued in
      compliance with applicable securities laws and other applicable Legal
      Requirements.

     

    4.3 Authority
      and Validity.
      Each
      Feris Party has all requisite power to execute and deliver, to perform its
      obligations under, and to consummate the transactions contemplated by, this
      Agreement and the Collateral Documents. The execution and delivery by each
      Feris
      Party of the performance by each Feris Party of its obligations under, and
      the
      consummation by each Feris Party of the transactions contemplated by, this
      Agreement and the Collateral Documents have been duly authorized by all
      requisite action of each Feris Party. This Agreement has been duly executed
      and
      delivered by each of the Feris Parties and (assuming due execution and delivery
      by the Company) is the legal, valid and binding obligation of each Feris Party,
      enforceable in accordance with its terms except that such enforcement may be
      subject to (i) bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting or relating to enforcement of creditors’ rights generally
      and (ii) general equitable principles. Upon the execution and delivery by each
      of the Feris Parties of the Collateral Documents to which each of them is a
      party, and assuming due execution and delivery thereof by the other parties
      thereto, the Collateral Documents will be the legal, valid and binding
      obligations of each such Person, as the case may be, enforceable against each
      of
      them in accordance with their respective terms except that such enforcement
      may
      be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting or relating to enforcement of creditors’ rights generally
      and (ii) general equitable principles.

     

    
      
         

      

      
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    4.4 No
      Breach or Violation.
      Subject
      to obtaining the consents, approvals, authorizations, and orders of and making
      the registrations or filings with or giving notices to Regulatory Authorities
      and Persons identified herein, the execution, delivery and performance by the
      Feris Parties of this Agreement and the Collateral Documents to which each
      is a
      party and the consummation of the transactions contemplated hereby and thereby
      in accordance with the terms and conditions hereof and thereof, do not and
      will
      not conflict with, constitute a violation or breach of, constitute a default
      or
      give rise to any right of termination or acceleration of any right or obligation
      of any Feris Party under, or result in the creation or imposition of any
      Encumbrance upon the property of any Feris Party by reason of the terms of
      (i)
      the articles of incorporation, by laws or other charter or organizational
      document of any Feris Party, (ii) any contract, agreement, lease, indenture
      or
      other instrument to which any Feris Party is a party or by or to which any
      Feris
      Party or its property may be bound or subject and a violation of which would
      result in a Material Adverse Effect on Feris taken as a whole, (iii) any order,
      judgment, injunction, award or decree of any arbitrator or Regulatory Authority
      or any statute, law, rule or regulation applicable to any Feris Party or (iv)
      any Permit of Feris or Merger Sub, which in the case of (ii), (iii) or (iv)
      above would have a Material Adverse Effect on Feris or a material adverse effect
      on the validity, binding effect or enforceability of this Agreement or the
      Collateral Documents or the ability of any Feris Party to perform its
      obligations hereunder or there under.

     

    4.5 Consents
      and Approvals.
      Except
      for requirements under applicable United States or state securities laws, no
      consent, approval, authorization or order of, registration or filing with,
      or
      notice to, any Regulatory Authority or any other Person is necessary to be
      obtained, made or given by any Feris Party in connection with the execution,
      delivery and performance by them of this Agreement or any Collateral Documents
      or for the consummation by them of the transactions contemplated hereby or
      thereby, except to the extent the failure to obtain such consent, approval,
      authorization or order or to make such registration or filings or to give such
      notice would not have a Material Adverse Effect on Feris or a material adverse
      effect on the validity, binding effect or enforceability of this Agreement
      or
      the Collateral Documents or the ability of the Company or Feris to perform
      its
      obligations under this Agreement or any of the Collateral
      Documents.

     

    4.6 Compliance
      with Legal Requirements.
      Feris
      has operated the Feris Business in compliance with all material Legal
      Requirements including, without limitation, the Exchange Act and the Securities
      Act applicable to Feris, except to the extent the failure to operate in
      compliance with all material Legal Requirements, would not have a Material
      Adverse Effect on Feris or a Material Adverse Effect on the validity, binding
      effect or enforceability of this Agreement or the Collateral
      Documents.

     

    4.7 Litigation.
      There
      are no outstanding judgments or orders against or otherwise affecting or related
      to Feris, or their business or assets; and there is no action, suit, complaint,
      proceeding or investigation, judicial, administrative or otherwise, that is
      pending or, to the best knowledge of Feris, threatened that, if adversely
      determined, would have a Material Adverse Effect on Feris or a material adverse
      effect on the validity, binding effect or enforceability of this Agreement
      or
      the Collateral Documents.

     

    
      
         

      

      
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    4.8 Ordinary
      Course.
      Since
      the date of the balance sheet included in the most recent Feris Securities
      Filings filed through the date hereof, there has not been any occurrence, event,
      incident, action, failure to act or transaction involving Feris which is
      reasonably likely, individually or in the aggregate, to have a Material Adverse
      Effect on Feris.

     

    4.9 Assets
      and Liabilities.
      As of
      the date of this Agreement, neither Feris nor any of its Subsidiaries has any
      Assets or Liability, except for the (i) Assets and Liabilities disclosed in
      the
      balance sheet included in the most recent Feris Securities Filings filed through
      the date hereof or disclosed on Schedule 4.9 and (ii) Liabilities incurred
      in
      connection with this Agreement.

     

    4.10 Taxes.
      Feris
      has, and each of its Subsidiaries has, duly and timely filed in proper form
      all
      Tax Returns for all Taxes required to be filed with the appropriate Governmental
      Authority, except where such failure to file would not have a Material Adverse
      Effect on Feris. 

     

    4.11 Books
      and Records.
      The
      books and records of Feris and its Subsidiaries accurately and fairly represent
      the Feris Business and its results of operations in all material respects.
      All
      accounts receivable and inventory of the Feris Business are reflected properly
      on such books and records in all material respects.

     

    4.12 Financial
      and Other Information.

     

    For
      at
      least the past five full fiscal years, Feris has not conducted any business,
      generated any revenues or incurred any liabilities except for liabilities not
      to
      exceed $85,000 for maintaining the corporate books and records which liabilities
      are evidenced by a convertible note (the “Convertible Note”).

     

    4.13 Brokers
      or Finders.
      Except
      as set forth in Item 4.13 of the Disclosure Schedule, no broker or finder has
      acted directly or indirectly for Feris in connection with the transactions
      contemplated by this Agreement, and Feris has not incurred any obligation to
      pay
      any brokerage or finder’s fee or other commission in connection with the
      transaction contemplated by this Agreement.

     

    4.14 Disclosure.
      No
      representation or warranty of Feris in this Agreement or in the Collateral
      Documents and no statement in any certificate furnished or to be furnished
      by
      Feris pursuant to this Agreement contained, contains or will contain on the
      date
      such agreement or certificate was or is delivered, or on the Closing Date,
      any
      untrue statement of a material fact, or omitted, omits or will omit on such
      date
      to state any material fact necessary in order to make the statements made,
      in
      light of the circumstances under which they were made, not
      misleading.

     

    4.15 Conduct
      of Business.
      Prior
      to the Closing Date, Feris shall conduct its business in the normal course,
      and
      shall not sell, pledge, or assign any assets, without the prior written approval
      of the Company, except in the regular course of business. Except as otherwise
      provided herein, Feris shall not amend its Articles of Incorporation or By-Laws,
      declare dividends, redeem or sell stock or other securities, acquire or dispose
      of fixed assets, change employment terms, enter into any material or long-term
      contract, guarantee obligations of any third party, settle or discharge any
      material balance sheet receivable for less than its stated amount, pay more
      on
      any liability than its stated amount or enter into any other transaction other
      than in the regular course of business.

     

    
      
         

      

      
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    ARTICLE
      V

    COVENANTS
      OF THE COMPANY

     

    Between
      the date of this Agreement and the Closing Date:

     

    5.1 Additional
      Information.
      The
      Company shall provide to Feris and its Representatives such financial, operating
      and other documents, data and information relating to the Company, the Company
      Business and the Company Assets and Liabilities of the Company, as Feris or
      its
      Representatives may reasonably request. In addition, the Company shall take
      all
      action necessary to enable Feris and its Representatives to review, inspect
      and
      audit the Company Assets, the Company Business and Liabilities of the Company
      and discuss them with the Company’s officers, employees, independent
      accountants, customers, licensees, and counsel. Notwithstanding any
      investigation that Feris may conduct of the Company, the Company Business,
      the
      Company Assets and the Liabilities of the Company, Feris may fully rely on
      the
      Company’s warranties, covenants and indemnities set forth in this Agreement.


     

    5.2 Consents
      and Approvals.
      As soon
      as practicable after execution of this Agreement, the Company shall use
      commercially reasonable efforts to obtain any necessary consent, approval,
      authorization or order of, make any registration or filing with or give any
      notice to, any Regulatory Authority or Person as is required to be obtained,
      made or given by the Company to consummate the transactions contemplated by
      this
      Agreement and the Collateral Documents. 

     

    5.3 Non-circumvention.
      It is
      understood that in connection with the transactions contemplated hereby, Feris
      has been and will be seeking to find investors willing to provide loans and/or
      capital investments to finance business plans. In connection therewith, the
      Company will not, and it will cause its directors, officers, employees, agents
      and representatives not to attempt, directly or indirectly, (i) to contact
      any
      party introduced to it by Feris, or (ii) deal with, or otherwise become involved
      in any transaction with any party which has been introduced to it by Feris,
      without the express written permission of the introducing party and without
      having entered into a commission agreement with the introducing party. Any
      violation of the covenant shall be deemed an attempt to circumvent Feris, and
      the party so violating this covenant shall be liable for damages in favor of
      the
      circumvented party.

     

    5.4 No
      Solicitations.
      From
      and after the date of this Agreement until the Effective Time or termination
      of
      this Agreement pursuant to ARTICLE X, the Company will not nor will it authorize
      or permit any of its officers, directors, affiliates or employees or any
      investment banker, attorney or other advisor or representative retained by
      it,
      directly or indirectly, (i) solicit or initiate the making, submission or
      announcement of any other acquisition proposal, (ii) participate in any
      discussions or negotiations regarding, or furnish to any person any non public
      information with respect to any other acquisition proposal, (iii) engage in
      discussions with any Person with respect to any other acquisition proposal,
      except as to the existence of these provisions, (iv) approve, endorse or
      recommend any other acquisition proposal or (v) enter into any letter of intent
      or similar document or any contract agreement or commitment contemplating or
      otherwise relating to any other acquisition proposal. 

     

    
      
         

      

      
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    5.5 Notification
      of Adverse Change.
      The
      Company shall promptly notify Feris of any material adverse change in the
      condition (financial or otherwise) of the Company.

     

    5.6 Meeting
      of the Company Shareholders.
      Promptly after the date hereof, if required under applicable law, the Company
      will take all action necessary in accordance with its articles of incorporation
      and by-laws to convene a meeting of the Company’s shareholders to consider the
      adoption and approval of this Agreement and approval of the Merger to be held
      as
      promptly as practicable. The Company will use its reasonable efforts to solicit
      from its shareholders proxies in favor of the adoption and approval of this
      Agreement and the approval of the Merger and will take all other action
      necessary or advisable to secure the vote or consent of its shareholders
      required by the CCC to obtain such approvals. In lieu of such meeting, the
      adoption and approval of this Agreement and the Merger may be approved by
      shareholder consent.

     

    5.7 Notification
      of Certain Matters.
      The
      Company shall promptly notify Feris of any fact, event, circumstance or action
      known to it that is reasonably likely to cause the Company to be unable to
      perform any of its covenants contained herein or any condition precedent in
      ARTICLE VII not to be satisfied, or that, if known on the date of this
      Agreement, would have been required to be disclosed to Feris pursuant to this
      Agreement or the existence or occurrence of which would cause any of the
      Company’s representations or warranties under this Agreement not to be correct
      and/or complete. The Company shall give prompt written notice to Feris of any
      adverse development causing a breach of any of the representations and
      warranties in ARTICLE III as of the date made.

     

    5.8 Company
      Disclosure Schedule.
      The
      Company shall, from time to time prior to Closing, supplement the Company
      Disclosure Statement with additional information that, if existing or known
      to
      it on the date of delivery to Feris, would have been required to be included
      therein. For purposes of determining the satisfaction of any of the conditions
      to the obligations of Feris in ARTICLE VII, the Company Disclosure Statement
      shall be deemed to include only (a) the information contained therein on the
      date of this Agreement and (b) information added to the Company Disclosure
      Statement by written supplements delivered prior to Closing by the Company
      that
      (i) are accepted in writing by Feris, or (ii) reflect actions taken or events
      occurring after the date hereof prior to Closing. 

     

    5.9 State
      Statutes.
      The
      Company and its Board of Directors shall, if any state takeover statute or
      similar law is or becomes applicable to the Merger, this Agreement or any of
      the
      transactions contemplated by this Agreement, use all reasonable efforts to
      ensure that the Merger and the other transactions contemplated by this Agreement
      may be consummated as promptly as practicable on the terms contemplated by
      this
      Agreement and otherwise to minimize the effect of such statute or regulation
      on
      the Merger, this Agreement and the transactions contemplated
      hereby.

     

    
      
         

      

      
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    5.10 Conduct
      of Business.
      Prior
      to the Closing Date, the Company shall conduct its business in the normal
      course, and shall not sell, pledge, or assign any assets, without the prior
      written approval of Feris, except in the regular course of business. Except
      as
      otherwise provided herein, the Company shall not amend its Articles of
      Incorporation or Bylaws, declare dividends, redeem or sell stock or other
      securities, acquire or dispose of fixed assets, change employment terms, enter
      into any material or long-term contract, guarantee obligations of any third
      party, settle or discharge any material balance sheet receivable for less than
      its stated amount, pay more on any liability than its stated amount, or enter
      into any other transaction other than in the regular course of
      business.

     

    ARTICLE
      VI

    COVENANTS
      OF FERIS

     

    Between
      the date of this Agreement and the Closing Date,

     

    6.1 Additional
      Information.
      Feris
      shall provide to the Company and its Representatives such financial, operating
      and other documents, data and information relating to Feris,, the Feris Business
      and the Feris Assets and the Liabilities of Feris and its Subsidiaries, as
      the
      Company or its Representatives may reasonably request. In addition, the Company
      shall take all action necessary to enable the Company and its Representatives
      to
      review and inspect the Feris Assets, the Feris Business and the Liabilities
      of
      Feris and discuss them with the Company’s officers, employees, independent
      accountants and counsel. Notwithstanding any investigation that the Company
      may
      conduct of Feris, the Feris Business, the Feris Assets and the Liabilities
      of
      Feris, the Company may fully rely on Feris’s warranties, covenants and
      indemnities set forth in this Agreement. 

     

    6.2 No
      Solicitations.
      From
      and after the date of this Agreement until the Effective Time or termination
      of
      this Agreement pursuant to ARTICLE X, Feris will not nor will it authorize
      or
      permit any of its officers, directors, affiliates or employees or any investment
      banker, attorney or other advisor or representative retained by it, directly
      or
      indirectly, (i) solicit or initiate the making, submission or announcement
      of
      any other acquisition proposal, (ii) participate in any discussions or
      negotiations regarding, or furnish to any person any non public information
      with
      respect to any other acquisition proposal, (iii) engage in discussions with
      any
      Person with respect to any other acquisition proposal, except as to the
      existence of these provisions, (iv) approve, endorse or recommend any other
      acquisition proposal or (v) enter into any letter of intent or similar document
      or any contract agreement or commitment contemplating or otherwise relating
      to
      any other acquisition proposal.

     

    6.3 Notification
      of Adverse Change.
      Feris
      shall promptly notify the Company of any material adverse change in the
      condition (financial or otherwise) of Feris.

     

    6.4 Consents
      and Approvals.
      As soon
      as practicable after execution of this Agreement, Feris shall use its
      commercially reasonable efforts to obtain any necessary consent, approval,
      authorization or order of, make any registration or filing with or give notice
      to, any Regulatory Authority or Person as is required to be obtained, made
      or
      given by Feris to consummate the transactions contemplated by this Agreement
      and
      the Collateral Documents. 

     

    
      
         

      

      
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    6.5 Notification
      of Certain Matters.
      Feris
      shall promptly notify the Company of any fact, event, circumstance or action
      known to it that is reasonably likely to cause Feris to be unable to perform
      any
      of its covenants contained herein or any condition precedent not to be
      satisfied, or that, if known on the date of this Agreement, would have been
      required to be disclosed to the Company pursuant to this Agreement or the
      existence or occurrence of which would cause Feris’s representations or
      warranties under this Agreement not to be correct and/or complete. Feris shall
      give prompt written notice to the Company of any adverse development causing
      a
      breach of any of the representations and warranties in ARTICLE IV. 

     

    6.6 Feris
      Disclosure Schedule.
      Feris
      shall, from time to time prior to Closing, supplement the Feris Disclosure
      Statement with additional information that, if existing or known to it on the
      date of this Agreement, would have been required to be included therein. For
      purposes of determining the satisfaction of any of the conditions to the
      obligations of the Company in Article VII, the Feris Disclosure Statement shall
      be deemed to include only (a) the information contained therein on the date
      of
      delivery to the Company and (b) information added to the Feris Disclosure
      Statement by written supplements delivered prior to Closing by Feris that (i)
      are accepted in writing by the Company or (ii) reflect actions taken or events
      occurring after the date hereof and prior to Closing. 

     

    6.7 Securities
      Filings.
      Feris
      will timely file all reports and other documents relating to the operation
      of
      Feris required to be filed with the Securities and Exchange Commission, which
      reports and other documents do not and will not contain any misstatement of
      a
      material fact, and do not and will not omit any material fact necessary to
      make
      the statements therein not misleading.

     

    6.8 Election
      to Feris’s Board of Directors.
      At the
      Effective Time of the Merger, Feris shall take all steps necessary so that
      there
      will be a one (1) continuing director (the “Feris Director”) and the remaining
      directors designated by the Company.

     

    6.9 Meeting
      of the Feris Shareholders.
      Promptly after the date hereof, if required under applicable law, Feris will
      take all action necessary in accordance with its articles of incorporation
      and
      by-laws to convene a meeting of Feris’s shareholders to consider the adoption
      and approval of this Agreement, approval of the Merger and a name change to
      a
      name as designated by the Company (the “Merger Authorization”) to be held as
      promptly as practicable. Feris will use its reasonable efforts to solicit from
      its shareholders proxies in favor of the adoption and approval of this
      Agreement, the approval of the Merger Authorization and will take all other
      action necessary or advisable to secure the vote or consent of its shareholders
      required by the Nevada law to obtain such approvals. In lieu of such meeting,
      the adoption and approval of this Agreement, the Merger Authorization may be
      approved by shareholder consent.

     

    6.10 Reporting
      Obligations.
      Feris
      shall take all steps necessary to bring its reporting obligations current as
      of
      the Closing.

     

    
      
         

      

      
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    ARTICLE
      VII

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE FERIS
      PARTIES

     

    All
      obligations of the Feris Parties under this Agreement shall be subject to the
      fulfillment at or prior to Closing of each of the following conditions, it
      being
      understood that the Feris Parties may, in their sole discretion, to the extent
      permitted by applicable Legal Requirements, waive any or all of such conditions
      in whole or in part.

     

    7.1 Accuracy
      of Representations.
      All
      representations and warranties of the Company contained in this Agreement,
      the
      Collateral Documents and any certificate delivered by any of the Company at
      or
      prior to Closing shall be, if specifically qualified by materiality, true in
      all
      respects and, if not so qualified, shall be true in all material respects,
      in
      each case on and as of the Closing Date with the same effect as if made on
      and
      as of the Closing Date, except for representations and warranties expressly
      stated to be made as of the date of this Agreement or as of another date other
      than the Closing Date and except for changes contemplated or permitted by this
      Agreement. The Company shall have delivered to Feris a certificate dated the
      Closing Date to the foregoing effect.

     

    7.2 Covenants.
      The
      Company shall, in all material respects, have performed and complied with each
      of the covenants, obligations and agreements contained in this Agreement and
      the
      Collateral Documents that are to be performed or complied with by them at or
      prior to Closing. The Company shall have delivered to Feris a certificate dated
      the Closing Date to the foregoing effect.

     

    7.3 Consents
      and Approvals.
      All
      consents, approvals, permits, authorizations and orders required to be obtained
      from, and all registrations, filings and notices required to be made with or
      given to, any Regulatory Authority or Person as provided herein. 

     

    7.4 Delivery
      of Documents.
      The
      Company shall have delivered, or caused to be delivered, to Feris the following
      documents:

     

    (i) Certified
      copies of the Company articles of incorporation and by laws and certified
      resolutions of the board of directors and Shareholders of the Company
      authorizing the execution of this Agreement and the Collateral Documents to
      which it is a party and the consummation of the transactions contemplated hereby
      and thereby.

     

    (ii) Such
      other documents and instruments as Feris may reasonably request: (A) to evidence
      the accuracy of the Company’s representations and warranties under this
      Agreement, the Collateral Documents and any documents, instruments or
      certificates required to be delivered hereunder; (B) to evidence the performance
      by the Company of, or the compliance by the Company with, any covenant,
      obligation, condition and agreement to be performed or complied with by the
      Company under this Agreement and the Collateral Documents; or (C) to otherwise
      facilitate the consummation or performance of any of the transactions
      contemplated by this Agreement and the Collateral Documents.

     

    7.5 No
      Material Adverse Change.
      Since
      the date hereof, there shall have been no material adverse change in the Company
      Assets, the Company Business or the financial condition or operations of the
      Company, taken as a whole.

     

    
      
         

      

      
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    ARTICLE
      VIII

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE COMPANY

     

    All
      obligations of the Company under this Agreement shall be subject to the
      fulfillment at or prior to Closing of the following conditions, it being
      understood that the Company may, in its sole discretion, to the extent permitted
      by applicable Legal Requirements, waive any or all of such conditions in whole
      or in part.

     

    8.1 Accuracy
      of Representations.
      All
      representations and warranties of Feris contained in this Agreement and the
      Collateral Documents and any other document, instrument or certificate delivered
      by any of Feris at or prior to the Closing shall be, if specifically qualified
      by materiality, true and correct in all respects and, if not so qualified,
      shall
      be true and correct in all material respects, in each case on and as of the
      Closing Date with the same effect as if made on and as of the Closing Date,
      except for representations and warranties expressly stated to be made as of
      the
      date of this Agreement or as of another date other than the Closing Date and
      except for changes contemplated or permitted by this Agreement. Feris shall
      have
      delivered to the Company a certificate dated the Closing Date to the foregoing
      effect.

     

    8.2 Covenants.
      Feris
      shall, in all material respects, have performed and complied with each
      obligation, agreement, covenant and condition contained in this Agreement and
      the Collateral Documents and required by this Agreement and the Collateral
      Documents to be performed or complied with by Feris at or prior to Closing.
      Feris shall have delivered to the Company a certificate dated the Closing Date
      to the foregoing effect.

     

    8.3 Consents
      and Approvals.
      All
      consents; approvals, authorizations and orders required to be obtained from,
      and
      all registrations, filings and notices required to be made with or given to,
      any
      Regulatory Authority or Person as provided herein. 

     

    8.4 Delivery
      of Documents.
      Feris,
      as applicable, shall have executed and delivered, or caused to be executed
      and
      delivered, to the Company the following documents:

     

    (i) Certified
      copies of the articles of incorporation and by laws of Feris and certified
      resolutions by the board of directors authorizing the execution of this
      Agreement and the Collateral Documents and the consummation of the transactions
      contemplated hereby.

     

    (ii) Such
      other documents and instruments as the Company may reasonably request: (A)
      to
      evidence the accuracy of the representations and warranties of Feris under
      this
      Agreement and the Collateral Documents and any documents, instruments or
      certificates required to be delivered hereunder; (B) to evidence the performance
      by Feris of, or the compliance by Feris with, any covenant, obligation,
      condition and agreement to be performed or complied with by Feris under this
      Agreement and the Collateral Documents; or (C) to otherwise facilitate the
      consummation or performance of any of the transactions contemplated by this
      Agreement and the Collateral Documents, including:

     

    (iii) Letters
      of resignation from Feris’s current officers and, as provided in Section
      6.8,directors to be effective upon the Closing.

     

    
      
         

      

      
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    (iv) Board
      resolutions from Feris’s current directors appointing the designees of the
      Company to Feris’s board of directors.

     

    8.5 No
      Material Adverse Change.
      There
      shall have been no material adverse change in the business, financial condition
      or operations of Feris and its Subsidiaries taken as a whole.

     

    8.6 No
      Litigation.
      No
      action, suit or proceeding shall be pending or threatened by or before any
      Regulatory Authority and no Legal Requirement shall have been enacted,
      promulgated or issued or deemed applicable to any of the transactions
      contemplated by this Agreement and the Collateral Documents that would: (i)
      prevent consummation of any of the transactions contemplated by this Agreement
      and the Collateral Documents; (ii) cause any of the transactions contemplated
      by
      this Agreement and the Collateral Documents to be rescinded following
      consummation; or (iii) have a Material Adverse Effect on Feris.

     

    8.7 No
      Assets & Liabilities.
      Feris
      shall have no assets nor liabilities except for the Convertible Note which
      Note
      may be convertible into 6,000,000 shares of the Common Stock of
      Feris.

     

    8.8 Exchange
      Act Requirements.
      Feris
      shall have complied with the provisions of Rule 14f-1 of the Exchange Act,
      if
      necessary and shall be current in all of its securities filings.

     

    8.9 Dissenters’
      Rights.
      Not
      more than $25,000 in claims shall have been asserted in connection with
      dissenters’ approval rights under the CCC in connection with the
      Merger.

     

    8.10 Leakage
      Agreement.
      The
      holders of the shares of Ferris Common Stock which may be issued if the
      Convertible Note is converted shall have entered into a Leakage Agreement on
      terms acceptable to the Company.

     

    8.11 Feris
      Shareholder Approval.
      All
      shareholder approval shall have been obtained to approve the transactions
      contemplated hereunder including the approval of the Merger
      Agreement.

     

    ARTICLE
      IX

    INDEMNIFICATION

     

    9.1 Indemnification
      by the Company.
      The
      Company shall indemnify, defend and hold harmless (i) Feris, (ii) each of
      Feris’s assigns and successors in interest to the Company Shares, and (iii) each
      of their respective shareholders, members, partners, directors, officers,
      managers, employees, agents, attorneys and representatives, from and against
      any
      and all Losses which may be incurred or suffered by any such party and which
      may
      arise out of or result from any breach of any material representation, warranty,
      covenant or agreement of the Company contained in this Agreement. All claims
      to
      be assorted hereunder must be made for the first anniversary of the
      Closing.

     

    9.2 Indemnification
      by the Feris Parties.
      The
      Feris Parties shall indemnify, defend and hold harmless the Company and each
      of
      the Company Shareholders from and against any and all Losses which may be
      incurred or suffered by any such party hereto and which may arise out of or
      result from any breach of any material representation, warranty, covenant or
      agreement of the Feris Parties contained in this Agreement. All claims to be
      assorted hereunder must be made for the first anniversary of the
      Closing.

     

    
      
         

      

      
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    9.3 Notice
      to Indemnifying Party.
      If any
      party (the “Indemnified Party”) receives notice of any claim or other
      commencement of any action or proceeding with respect to which any other party
      (or parties) (the “Indemnifying Party”) is obligated to provide indemnification
      pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give
      the
      Indemnifying Party written notice thereof, which notice shall specify in
      reasonable detail, if known, the amount or an estimate of the amount of the
      liability arising here from and the basis of the claim. Such notice shall be
      a
      condition precedent to any liability of the Indemnifying Party for
      indemnification hereunder, but the failure of the Indemnified Party to give
      prompt notice of a claim shall not adversely affect the Indemnified Party’s
      right to indemnification hereunder unless the defense of that claim is
      materially prejudiced by such failure. The Indemnified Party shall not settle
      or
      compromise any claim by a third party for which it is entitled to
      indemnification hereunder without the prior written consent of the Indemnifying
      Party (which shall not be unreasonably withheld or delayed) unless suit shall
      have been instituted against it and the Indemnifying Party shall not have taken
      control of such suit after notification thereof as provided in Section
      9.4.

     

    9.4 Defense
      by Indemnifying Party.
      In
      connection with any claim giving rise to indemnity hereunder resulting from
      or
      arising out of any claim or legal proceeding by a Person who is not a party
      to
      this Agreement, the Indemnifying Party at its sole cost and expense may, upon
      written notice to the Indemnified Party, assume the defense of any such claim
      or
      legal proceeding (i) if it acknowledges to the Indemnified Party in writing
      its
      obligations to indemnify the Indemnified Party with respect to all elements
      of
      such claim (subject to any limitations on such liability contained in this
      Agreement) and (ii) if it provides assurances, reasonably satisfactory to the
      Indemnified Party, that it will be financially able to satisfy such claims
      in
      full if the same are decided adversely. If the Indemnifying Party assumes the
      defense of any such claim or legal proceeding, it may use counsel of its choice
      to prosecute such defense, subject to the approval of such counsel by the
      Indemnified Party, which approval shall not be unreasonably withheld or delayed.
      In this regard, Troy & Gould LLP is hereby approved by Feris as counsel to
      the Company (in its capacity as the Indemnifying Party). The Indemnified Party
      shall be entitled to participate in (but not control) the defense of any such
      action, with its counsel and at its own expense; provided, however, that if
      the
      Indemnified Party, in its sole discretion, determines that there exists a
      conflict of interest between the Indemnifying Party (or any constituent party
      thereof) and the Indemnified Party, the Indemnified Party (or any constituent
      party thereof) shall have the right to engage separate counsel, the reasonable
      costs and expenses of which shall be paid by the Indemnified Party. If the
      Indemnifying Party assumes the defense of any such claim or legal proceeding,
      the Indemnifying Party shall take all steps necessary to pursue the resolution
      thereof in a prompt and diligent manner. The Indemnifying Party shall be
      entitled to consent to a settlement of, or the stipulation of any judgment
      arising from, any such claim or legal proceeding, with the consent of the
      Indemnified Party, which consent shall not be unreasonably withheld or delayed;
      provided, however, that no such consent shall be required from the Indemnified
      Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising
      out of such settlement or judgment concurrently with the effectiveness thereof
      (as well as all other Losses theretofore incurred by the Indemnified Party
      which
      then remain unpaid or unreimbursed), (ii) in the case of a settlement, the
      settlement is conditioned upon a complete release by the claimant of the
      Indemnified Party and (iii) such settlement or judgment does not require the
      encumbrance of any asset of the Indemnified Party or impose any restriction
      upon
      its conduct of business.

     

    
      
         

      

      
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    ARTICLE
      X

    TERMINATION

     

    10.1 Termination.
      This
      Agreement may be terminated, and the transactions contemplated hereby may be
      abandoned, at any time prior to the Effective Time.

     

    (a) by
      mutual
      written agreement of Feris and the Company hereto duly authorized by action
      taken by or on behalf of their respective Boards of Directors; or

     

    (b) by
      either
      the Company or Feris upon notification to the non terminating party by the
      terminating party:

     

    (i) if
      the
      terminating party is not in material breach of its obligations under this
      Agreement and there has been a material breach of any representation, warranty,
      covenant or agreement on the part of the non terminating party set forth in
      this
      Agreement such that the conditions in Sections 7.1, 7.2, 8.1 or 8.2 will not
      be
      satisfied; provided, however, that if such breach is curable by the non
      terminating party and such cure is reasonably likely to be completed prior
      to
      the date specified in Section 10.1(b)(i), then, for so long as the non
      terminating party continues to use commercially reasonable efforts to effect
      and
      cure, the terminating party may not terminate pursuant to this Section
      10.1(b)(i);

     

    (ii) if
      the
      Closing has not transpired on or before September 30, 2007.

     

    (iii) if
      any
      court of competent jurisdiction or other competent Governmental or Regulatory
      Authority shall have issued an order making illegal or otherwise permanently
      restricting, preventing or otherwise prohibiting the Merger and such order
      shall
      have become final; or

     

    10.2 Effect
      of Termination.
      If this
      Agreement is validly terminated by either the Company or Feris pursuant to
      Section 10.1, this Agreement will forthwith become null and void and there
      will
      be no liability or obligation on the part of the parties hereto, except that
      nothing contained herein shall relieve any party hereto from liability for
      willful breach of its representations, warranties, covenants or agreements
      contained in this Agreement.

     

    ARTICLE
      XI

    MISCELLANEOUS

     

    11.1 Parties
      Obligated and Benefited.
      This
      Agreement shall be binding upon the Parties and their respective successors
      by
      operation of law and shall inure solely to the benefit of the Parties and their
      respective successors by operation of law, and no other Person shall be entitled
      to any of the benefits conferred by this Agreement, except that the Company
      Shareholders shall be third party beneficiaries of this Agreement. Without
      the
      prior written consent of the other Party, no Party may assign this Agreement
      or
      the Collateral Documents or any of its rights or interests or delegate any
      of
      its duties under this Agreement or the Collateral Documents.

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    11.2 Publicity.
      The
      initial press release shall be a joint press release and thereafter the Company
      and Feris each shall consult with each other prior to issuing any press releases
      or otherwise making public announcements with respect to the Merger and the
      other transactions contemplated by this Agreement and prior to making any
      filings with any third party and/or any Regulatory Authorities (including any
      national securities inter dealer quotation service) with respect thereto, except
      as may be required by law or by obligations pursuant to any listing agreement
      with or rules of any national securities inter dealer quotation
      service.

     

    11.3 Notices.
      Any
      notices and other communications required or permitted hereunder shall be in
      writing and shall be effective upon delivery by hand or upon receipt if sent
      by
      certified or registered mail (postage prepaid and return receipt requested)
      or
      by a nationally recognized overnight courier service (appropriately marked
      for
      overnight delivery) or upon transmission if sent by telex or facsimile (with
      request for immediate confirmation of receipt in a manner customary for
      communications of such respective type and with physical delivery of the
      communication being made by one or the other means specified in this Section
      as
      promptly as practicable thereafter). Notices shall be addressed as
      follows:

     

    
      	 	
              If
                to Feris and/or the Shareholder to:

            
	 	 	 
	 	 	
              Patty
                Linson

              3155
                E. Patrick Lane, Suite 1

              Las
                Vegas, NV 89120

              Facsimile
                No: (702)
                492-9413

            
	 	 
	 	
              If
                to the Company to:

            
	 	 
	 	 	
              Pro
                Sports & Entertainment, Inc.

              811
                Wilshire Boulevard

              Los
                Angeles, California 90017

              Attention: Paul
                Feller

              President
                & Chief Executive Officer

              Facsimile
                No: (213)
                996-7766

            
	 	 	 
	 	 	
              With
                a copy to:

            
	 	 	 
	 	 	
              Troy
                & Gould LLC

              1801
                Century Park East, Suite 1600

              Los
                Angeles, California 90067-4746

              Attention: David
                L. Ficksman, Esq.

              Facsimile
                No: (310)
                789-1490

            


    

     

    Any
      Party
      may change the address to which notices are required to be sent by giving notice
      of such change in the manner provided in this Section.

     

    11.4 Attorneys’
      Fees.
      In the
      event of any action or suit based upon or arising out of any alleged breach
      by
      any Party of any representation, warranty, covenant or agreement contained
      in
      this Agreement or the Collateral Documents, the prevailing Party shall be
      entitled to recover reasonable attorneys’ fees and other costs of such action or
      suit from the other Party.

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    11.5 Headings.
      The
      Article and Section headings of this Agreement are for convenience only and
      shall not constitute a part of this Agreement or in any way affect the meaning
      or interpretation thereof.

     

    11.6 Choice
      of Law.
      This
      Agreement and the rights of the Parties under it shall be governed by and
      construed in all respects in accordance with the laws of the State of
      California, without giving effect to any choice of law provision or rule
      (whether of the State of California or any other jurisdiction that would cause
      the application of the laws of any jurisdiction other than the State of
      California).

     

    11.7 Rights
      Cumulative.
      All
      rights and remedies of each of the Parties under this Agreement shall be
      cumulative, and the exercise of one or more rights or remedies shall not
      preclude the exercise of any other right or remedy available under this
      Agreement or applicable law.

     

    11.8 Further
      Actions.
      The
      Parties shall execute and deliver to each other, from time to time at or after
      Closing, for no additional consideration and at no additional cost to the
      requesting party, such further assignments, certificates, instruments, records,
      or other documents, assurances or things as may be reasonably necessary to
      give
      full effect to this Agreement and to allow each party fully to enjoy and
      exercise the rights accorded and acquired by it under this
      Agreement.

     

    11.9 Time
      of the Essence.
      Time is
      of the essence under this Agreement. If the last day permitted for the giving
      of
      any notice or the performance of any act required or permitted under this
      Agreement falls on a day which is not a Business Day, the time for the giving
      of
      such notice or the performance of such act shall be extended to the next
      succeeding Business Day.

     

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

     

    11.11 Entire
      Agreement.
      This
      Agreement (including the Exhibits, the Company Disclosure Statement, the Feris
      Disclosure Statement and any other documents, instruments and certificates
      referred to herein, which are incorporated in and constitute a part of this
      Agreement) contains the entire agreement of the Parties. 

     

    11.12 Survival
      of Representations and Covenants.
      Notwithstanding any right of Feris to fully investigate the affairs of the
      Company and notwithstanding any knowledge of facts determined or determinable
      by
      Feris pursuant to such investigation or right of investigation, Feris shall
      have
      the right to rely fully upon the representations, warranties, covenants and
      agreements of the Company contained in this Agreement. Each representation,
      warranty, covenant and agreement of the Company contained herein shall survive
      the execution and delivery of this Agreement and the Closing and shall
      thereafter terminate and expire on the first anniversary of the Closing Date
      unless, prior to such date, Feris has delivered to the Company Shareholders
      a
      written notice of a claim with respect to such representation, warranty,
      covenant or agreement. 

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

     

    
      	 	 	 
	
              Dated: August
                20, 2007

            	
              Feris
                International, Inc.

              a
                Nevada Corporation

            
	 
 	 
 	 
 
	 	By:  	
            
	 	
              
Name:
	 	Title: Chief
              Executive Officer


    

     

    
      	
            	 	 
	
              Dated: August
                20, 2007

            	
              
                Feris
                  Merger Sub, Inc. 

                a
                  California Corporation

              

            
	 
 	 
 	 
 
	
               

            	By:  	
            
	 	
              
Name:
	 	Title: Chief
              Executive Officer


    

     

    
      
        	
              	 	 
	
                Dated: August
                  20, 2007

              	
                
                  
                    PRO
                      SPORTS AND ENTERTAINMENT, INC., a California
                      Corporation

                  

                

              
	 
 	 
 	 
 
	
                 

              	By:  	
              
	 	
                
Name: Paul
                Feller
	 	
                Title: President
                  & 

                 
                  Chief Executive Officer

              


      

      
         

        
          
            	
                  	 	 
	
                    
                      Dated: August
                        20, 2007

                    

                  	      	
                  
	 	
                    

                    Patty
                      Linson

                  


          

        

      

      


      
        
           

        

        
          29

          
            

          

        

        
           

        

      

    

     

    Schedule
      3.2

     

    Derivative
      Securities

     

    NONE

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    


    Schedule
      3.12

     

    Brokers
      and Finders Agreements


     

    NONE

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    


    Schedule
      3.9

     

    Legal
      Proceedings

     

    Legal
      matters

     

    In
      connection with a settlement agreement, on or about May 27, 2005, a legal
      judgment was entered in the Superior Court of the County of Los Angeles against
      the Company in favor of the previous owners of the “Core Tour” event, in the
      amount of $483,718. In addition, this judgment specified that the Company must
      pay interest of $39,664. The dispute arose out of the Company’s asset purchase
      of the “Core Tour” event from the plaintiffs. The Company has recorded the total
      liability of $523,582 as of December 31, 2005, December 31, 2004 and September
      30, 2006 (unaudited) and has included the acquisition cost in intangible
      assets.

     

    On
      or
      about May 18, 2004, a plaintiff, an ex-employee, filed a complaint against
      the
      Company, seeking damages. On or about July 14, 2005, the Labor Commissioner
      for
      the State of California entered a judgment against the Company in favor of
      this
      former employee for a total award amount of $9,329. The Company has recorded
      the
      entire liability as of December 31, 2005, December 31, 2004 and September 30,
      2006 (unaudited). The Company plans to seek to set aside this judgment,
      disputing that it owes the plaintiff the amount claimed.

     

    On
      or
      about February 27, 2006, a plaintiff, an ex-employee, filed a complaint against
      the Company, seeking $356,250 in damages. On or about June 23, 2006, the
      Superior Court of the County of Los Angeles entered a default against the
      Company in favor of this former employee. The Company has recorded the entire
      liability as of December 31, 2005 and September 30, 2006 (unaudited). The
      Company plans to seek to set aside the default, disputing that it owes the
      plaintiff the amount claimed but, rather, the plaintiff was fully paid upon
      his
      voluntary resignation from the Company.

     

    On
      or
      about June 20, 2006, the plaintiff, Wells Fargo Bank, provided a notice of
      entry
      of judgment in the amount of $78,651 against, among others, the Company,
      formerly known as GMG Sports and Entertainment, Incorporated. The Company has
      recorded the entire amount as of December 31, 2005 and September 30, 2006
      (unaudited).

     

    The
      Company is currently involved in disputes with the previous owners of the
“Concours on Rodeo”, “Millrose Games” and “American Snowboard Tour and American
      Freeski Tour” events. Company management believes that these disputes may result
      in future litigation but is unable to estimate the potential
      outcomes.

     

    
      
         

      

      
        32

        
          

        

      

      
         

      

    


    Schedule
      3.17

     

    Contracts
      in Excess of 100,000

    

      
        	
                Playboy
                  Mansion Site Agreement

              	 	
                $

              	
                120,000

              	 
	
                Seattle
                  Seahawks Stadium

              	 	
                $

              	
                100,000

              	 
	
                Concours
                  on Rodeo

              	 	
                $

              	
                430,043

              	 
	
                Core
                  Tour/Action Sports Tour

              	 	
                $

              	
                483,718

              	 
	
                Snow
                  & Ski Tour

              	 	
                $

              	
                240,000

              	 


      

    

    


    
      
         

      

      
        33

        
          

        

      

      
         

      

    


    Schedule
      3.21

     

    Labor
      Contracts

     

    The
      Company has an Employment Agreement (“Agreement”), dated January 1, 2002, with
      its President and Chief Executive Officer, which requires the Company to offer
      a
      non-qualified stock option to purchase 10% of the fully diluted shares of the
      Company’s capital stock issued and outstanding on January 1, 2002, the effective
      date of the Agreement. The stock option has a term of five years at an exercise
      price of $0.50 per share (which was equal to the fair value) and vested
      immediately on the date of the agreement. This stock option is subject to a
      customary anti-dilution provision with respect to any stock splits, mergers,
      reorganizations and other such events. The length of this Agreement is five
      years from the effective date unless the employment is terminated for another
      cause. During the duration of this Agreement, the Chief Executive Officer is
      entitled to an annual salary of $240,000 and a bonus of $250,000 in the event
      a
      Valuing Event causes the Company to be valued in excess of $100,000,000 and
      an
      additional bonus of $500,000 in the event a Valuing Event causes the Company
      to
      be valued in excess of $500,000,000. For the years ended December 31, 2005
      and
      December 31, 2004 and for the nine months ended September 30, 2006 (unaudited),
      no bonuses have been paid by the Company in relation to this
      Agreement.

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    


    Schedule
      4.9 

     

    Assets
      and Liabilities


     

    1. See
      Audit

     

    
      
         

      

      
        35