Exhibit
10.1


STOCK
PURCHASE AGREEMENT


by and
among


NASCENT WINE COMPANY, INC.,


a Nevada
corporation


THE
PERSONS SET FORTH ON SCHEDULE A HERETO,


and


GRUPO SUR PROMOCIONES DE MEXICO,
S.A. de C.V.,


a Mexican
corporation


Dated as
of July 10, 2007
















Table of Contents


	
  

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  PURCHASE AND SALE

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Purchase and
  Sale

  	
  6

  
	
  2.2

  	
   

  	
  Purchase Price

  	
  6

  
	
  2.3

  	
   

  	
  Closing

  	
  7

  
	
  2.4

  	
   

  	
  Additional
  Consideration

  	
  7

  
	
  2.5

  	
   

  	
  Purchase Price
  Adjustment

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
  SELLERS

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Organization and
  Qualification

  	
  8

  
	
  3.2

  	
   

  	
  Corporate Power

  	
  8

  
	
  3.3

  	
   

  	
  Authorization;
  Binding Obligations

  	
  8

  
	
  3.4

  	
   

  	
  Conflict;
  Existing Defaults

  	
  8

  
	
  3.5

  	
   

  	
  Consents and
  Approvals

  	
  9

  
	
  3.6

  	
   

  	
  Capitalization

  	
  9

  
	
  3.7

  	
   

  	
  Subsidiaries

  	
  9

  
	
  3.8

  	
   

  	
  Financial
  Statements; Undisclosed Liabilities

  	
  9

  
	
  3.9

  	
   

  	
  Contracts

  	
  10

  
	
  3.10

  	
   

  	
  Accounts
  Receivable

  	
  12

  
	
  3.11

  	
   

  	
  Employees; Labor
  Relations

  	
  12

  
	
  3.12

  	
   

  	
  Welfare Plans

  	
  12

  
	
  3.13

  	
   

  	
  Taxes

  	
  13

  
	
  3.14

  	
   

  	
  Litigation

  	
  14

  
	
  3.15

  	
   

  	
  Transactions
  with Related Parties

  	
  14

  
	
  3.16

  	
   

  	
  Licenses and
  Permits

  	
  14

  
	
  3.17

  	
   

  	
  Personal
  Property

  	
  14

  
	
  3.18

  	
   

  	
  Real Property

  	
  14

  
	
  3.19

  	
   

  	
  Environmental
  Matters

  	
  15

  
	
  3.20

  	
   

  	
  Intellectual
  Property

  	
  16

  
	
  3.21

  	
   

  	
  Powers of
  Attorney

  	
  16

  
	
  3.22

  	
   

  	
  Insurance

  	
  16

  
	
  3.23

  	
   

  	
  Business
  Relationships

  	
  17

  
	
  3.24

  	
   

  	
  Inventories

  	
  17

  
	
  3.25

  	
   

  	
  Depository and
  Other Accounts

  	
  17

  
	
  3.26

  	
   

  	
  Books and
  Records

  	
  17

  
	
  3.27

  	
   

  	
  Brokers; Certain
  Expenses

  	
  18

  
	
  3.28

  	
   

  	
  Compliance with
  Laws

  	
  18

  
	
  3.29

  	
   

  	
  Interim Changes

  	
  18

  



 



 i
 









 


	
  

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	 

	
  3.30

  	
   

  	
  No Omissions or
  Misstatements

  	
  19

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE IV

  	
   

  	
  REPRESENTATIONS AND WARRANTIES OF SELLERS

  	
  19

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  4.1

  	
   

  	
  Ownership of
  Capital Stock

  	
  19

  	 

	
  4.2

  	
   

  	
  Legal Capacity

  	
  19

  	 

	
  4.3

  	
   

  	
  Authorization;
  Binding Obligation

  	
  19

  	 

	
  4.4

  	
   

  	
  Conflict

  	
  19

  	 

	
  4.5

  	
   

  	
  Consents and
  Approvals

  	
  20

  	 

	
  4.6

  	
   

  	
  Litigation

  	
  20

  	 

	
  4.7

  	
   

  	
  Brokers’ Fees

  	
  20

  	 

	
  4.8

  	
   

  	
  Securities
  Representations

  	
  20

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE V

  	
   

  	
  REPRESENTATIONS AND WARRANTIES OF BUYER

  	
  20

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  5.1

  	
   

  	
  Organization

  	
  20

  	 

	
  5.2

  	
   

  	
  Corporate Power

  	
  21

  	 

	
  5.3

  	
   

  	
  Authorization;
  Binding Obligations

  	
  21

  	 

	
  5.4

  	
   

  	
  Conflict;
  Existing Defaults

  	
  21

  	 

	
  5.5

  	
   

  	
  Consents and
  Approvals

  	
  21

  	 

	
  5.6

  	
   

  	
  Capitalization

  	
  21

  	 

	
  5.7

  	
   

  	
  SEC Reports

  	
  22

  	 

	
  5.8

  	
   

  	
  Brokers; Certain
  Expenses

  	
  22

  	 

	
  5.9

  	
   

  	
  Compliance with
  Laws

  	
  22

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE VI

  	
   

  	
  COVENANTS OF THE PARTIES

  	
  22

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  6.1

  	
   

  	
  Conduct of
  Company Business

  	
  22

  	 

	
  6.2

  	
   

  	
  Access to
  Information

  	
  23

  	 

	
  6.3

  	
   

  	
  Efforts to
  Consummate Transaction

  	
  24

  	 

	
  6.4

  	
   

  	
  No Solicitation

  	
  24

  	 

	
  6.5

  	
   

  	
  Tax Matters

  	
  25

  	 

	
  6.6

  	
   

  	
  Noncompete

  	
  27

  	 

	
  6.7

  	
   

  	
  Certain Taxes

  	
  28

  	 

	
  6.8

  	
   

  	
  Buyer Board of
  Directors

  	
  28

  	 

	
  6.9

  	
   

  	
  Contribution of
  Working Capital

  	
  28

  	 

	
  6.10

  	
   

  	
  Reservation of
  Buyer Common Stock

  	
  28

  	 

	
  6.11

  	
   

  	
  Notification of
  Certain Matters

  	
  28

  	 

	
  6.12

  	
   

  	
  Supplementation
  and Amendment of Schedules

  	
  28

  	 

	
  6.13

  	
   

  	
  Audited
  Financial Statements

  	
  28

  	 

	
  6.14

  	
   

  	
  Legal Opinion

  	
  29

  	 

	
   

  	
   

  	
   

  	
   

  	 




 



 ii
 









 


	
  

  	
   

  	
   

  	
  Page

  
	
  ARTICLE VII

  	
   

  	
  CLOSING CONDITIONS

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	 

	
  7.1

  	
   

  	
  Obligation of
  Buyer to Close

  	
  29

  	 

	
  7.2

  	
   

  	
  Obligation of
  Sellers to Close

  	
  30

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE VIII

  	
   

  	
  INDEMNIFICATION

  	
  30

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  8.1

  	
   

  	
  Indemnification

  	
  30

  	 

	
  8.2

  	
   

  	
  Limitations of
  Indemnity

  	
  31

  	 

	
  8.3

  	
   

  	
  Indemnification
  Procedures - Third Party Claims

  	
  31

  	 

	
  8.4

  	
   

  	
  Indemnification
  Procedures - Other Claims, Indemnification Generally

  	
  33

  	 

	
  8.5

  	
   

  	
  Exclusive Remedy

  	
  34

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  ARTICLE IX

  	
   

  	
  MISCELLANEOUS

  	
  34

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  9.1

  	
   

  	
  Termination

  	
  34

  	 

	
  9.2

  	
   

  	
  Publicity

  	
  34

  	 

	
  9.3

  	
   

  	
  Expenses

  	
  34

  	 

	
  9.4

  	
   

  	
  Entire
  Agreement; Amendments and Waivers

  	
  34

  	 

	
  9.5

  	
   

  	
  Notices

  	
  35

  	 

	
  9.6

  	
   

  	
  Waivers and
  Amendments

  	
  36

  	 

	
  9.7

  	
   

  	
  Governing Law

  	
  36

  	 

	
  9.8

  	
   

  	
  Consent to
  Jurisdiction and Venue

  	
  36

  	 

	
  9.9

  	
   

  	
  Waiver of Trial
  by Jury

  	
  37

  	 

	
  9.10

  	
   

  	
  Counterparts

  	
  37

  	 

	
  9.11

  	
   

  	
  Invalidity

  	
  38

  	 

	
  9.12

  	
   

  	
  Negotiated
  Agreement

  	
  38

  	 

	
  9.13

  	
   

  	
  Assignment

  	
  38

  	 

	
  9.14

  	
   

  	
  Further
  Assurances

  	
  38

  	 




 



 iii














	
  EXHIBITS

  
	
   

  
	
  Exhibit A

  	
   

  	
  Forms of Employment Agreements

  
	
  Exhibit B

  	
   

  	
  Form of Convertible Note

  



 


	
  SCHEDULES

  
	
   

  
	
  Schedule A

  	
   

  	
  Sellers; Stock

  
	
  Schedule 1.1

  	
   

  	
  Permitted Liens

  
	
  Schedule 3.8(a)

  	
   

  	
  Company Historical Financials

  
	
  Schedule 3.8(c)

  	
   

  	
  Undisclosed Liabilities

  
	
  Schedule 3.9(a)

  	
   

  	
  Material Contracts

  
	
  Schedule 3.11(b)

  	
   

  	
  Employment Agreements

  
	
  Schedule 3.12

  	
   

  	
  Welfare Plans

  
	
  Schedule 3.13

  	
   

  	
  Taxes

  
	
  Schedule 3.14

  	
   

  	
  Litigation

  
	
  Schedule 3.16(a)

  	
   

  	
  Licenses and Permits

  
	
  Schedule 3.18

  	
   

  	
  Real Property

  
	
  Schedule 3.20

  	
   

  	
  Intellectual Property

  
	
  Schedule 3.22

  	
   

  	
  List of Insurance Policies

  
	
  Schedule 3.23

  	
   

  	
  Business Relationships

  
	
  Schedule 3.25

  	
   

  	
  Depository and Other Accounts

  
	
  Schedule 3.28

  	
   

  	
  Compliance with Laws

  
	
  Schedule 3.29

  	
   

  	
  Company Interim Changes

  
	
  Schedule 5.7

  	
   

  	
  Buyer Historical Financials

  
	
  Schedule 5.12

  	
   

  	
  Buyer Interim Changes

  



 
















STOCK
PURCHASE AGREEMENT


STOCK PURCHASE AGREEMENT
dated as of July 10, 2007 by and among NASCENT WINE COMPANY, INC., a Nevada
corporation (“Buyer”), each of the Persons set forth on Schedule A
hereto (“Sellers”), and GRUPO SUR PROMOCIONES DE MEXICO, S.A. de C.V., a
Mexican corporation (the “Company”).


RECITALS


WHEREAS, Sellers own and
are the record holders of 100% of the issued and outstanding capital stock of
the Company as set forth on Schedule A (collectively, the “Stock”);
and


WHEREAS, each of Sellers desires
to sell to Buyer all of the Stock owned by such Seller (except Francesca Wright
de Cowal shall retain one share of the Stock following the Closing (as defined
below)), and Buyer desires to purchase the Stock from Sellers, subject to the
terms and conditions set forth in this Agreement.


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained in this Agreement
and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally bound
hereby, agree as follows:


Article
I

Definitions


1.1                                 Definitions.  For purposes of this Agreement, the following
terms shall have the respective meanings set forth below:


“Affiliate”
of any specified Person means (i) any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person and (ii) any five percent stockholder of such
Person.  For purposes of this definition,
“control” when used with respect to any specified Person, means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by Contract or otherwise,
and the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


“Agreement”
means this Agreement and includes all of the schedules and exhibits annexed
hereto.


“Bankruptcy
Laws” means the United States Bankruptcy Code (Title 11, United States
Code) and any state or federal Laws pertaining to insolvency, as the same may
be amended from time to time.


“Business Day”
means any weekday, except for any weekday on which banks are to close in
California.


“Buyer” has
the meaning set forth in the introduction to this Agreement.



 1
 









“Buyer Common
Stock” has the meaning set forth in Section 2.4.


“Buyer
Indemnified Parties” has the meaning set forth in Section 8.1(a).


“Cash Purchase
Price” has the meaning set forth in Section 2.2(a).


“Closing”
has the meaning set forth in Section 2.3.


“Closing Date”
has the meaning set forth in Section 2.3.


“Company”
has the meaning set forth in the introduction to this Agreement.


“Company
Current Financials” has the meaning set forth in Section 3.8(b)(ii).


“Company
Historical Financials” has the meaning set forth in Section 3.8(b).


“Competing
Transaction” means any business combination or recapitalization involving
the Company or any acquisition or purchase of all or a significant portion of
the assets of, or any equity interest in, the Company or any other similar
transaction with respect to the Company involving any Person or entity other
than Buyer or its Affiliates.


“Confidential
Information” means the confidential affairs and proprietary information of
the Company, including all information, observations and data disclosed to, or
developed or obtained by, Sellers while owning the Company if related to the
Company’s business.


“Contract”
means any contract, lease, license, purchase order, sales order, obligation or
other agreement or binding commitment, whether or not in written form.


“Convertible
Note” has the meaning set forth in Section 2.2(b).


“Court Order”
means any judgment, decree, injunction, order or ruling of any Governmental
Authority or authority that is binding on any Person or its property under
applicable Law.


“Employment
Agreements” means, collectively, the Employment Agreements between Buyer or
the Company and each of Gregory Cowal, Francesca Wright de Cowal and Iliya
Zogovic, each in substantially the forms set forth in Exhibit A
hereto.


“Environmental
Laws” means any Law relating to Hazardous Substances, the protection of
human health and safety, the environment or natural resources, including
without limitation any Governmental Rule relating to the generation, use,
processing, treatment, storage, release, transport or disposal of Hazardous
Substances.


“Governmental
Authority” means any (a) nation, state, commonwealth, province, territory,
county, municipality, district or other jurisdiction of any nature, or any
political subdivision thereof, (b) federal, state, local, municipal, foreign or
other government, or (c) governmental or quasi-governmental authority of
any nature (including any governmental 



 2
 









division,
department, agency, commission, instrumentality, official, organization, body
or other entity and any court, arbitrator or other tribunal).


“Hazardous
Material” means any substance, material, liquid or waste that is regulated,
classified, or otherwise characterized under or pursuant to any Environmental
Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “radioactive,” or
words of similar meaning or effect, including, without limitation, petroleum
and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea
formaldehyde insulation.


“Indemnification
Acknowledgment” has the meaning set forth in Section 8.3(a)(ii).


“Indemnitee”
has the meaning set forth in Section 8.3(a).


“Indemnitor”
has the meaning set forth in Section 8.3(a).


“Intellectual
Property” has the meaning set forth in Section 3.20.


“Knowledge”
and “Knowledge of the Company” means, the actual knowledge or awareness
of each Seller and any other officer or director of the Company, and the
knowledge or awareness that each such Person would have obtained after
reasonable due diligence or inquiry in light of the circumstances.


“Laws”
means any federal, state, local or foreign statute, code, law, ordinance,
regulation, Court Order, judgment, writ, injunction, award or decree or rule of
any Governmental Authority, including without limitation those covering
environmental, energy, safety, health, transportation, bribery, record keeping,
zoning, antidiscrimination, antitrust, wage and hour, and price and wage
control matters, as well as any applicable principle of common law.


“Licenses and
Permits” means all foreign, local, state and federal licenses, permits,
registrations, certificates, Contracts, consents, accreditations and approvals
necessary for the operation of the Business.


“Lien”
means any lien (statutory or other), pledge, mortgage, deed of trust,
assignment, deposit arrangement, priority, security interest, restriction on
voting or disposition or other charge or encumbrance or other preemptive or
preferential arrangement of any kind or nature whatsoever (including the
interest of a lessor under a capitalized lease having substantially the same
economic effect), any conditional sale or other title retention agreement, any
lease in the nature thereof and the filing or existence of any financing
statement or other similar form of notice under the Laws of any jurisdiction,
any security agreement authorizing any Person to file such a financing
statement, whether arising by contract, operation of law, or otherwise, or any
restriction on the right to vote.


“Loan Amount”
has the meaning set forth in Section 2.2(b).


“Losses”
means any and all damages, costs, liabilities, losses, judgments, settlements,
awards, penalties, fines, expenses or other costs, including reasonable
attorneys’ fees, expert fees and costs of investigation, enforcement and
collection suffered or incurred by an Indemnified Party.



 3
 









“Material
Adverse Effect” means, (i) with respect to the Company or Sellers, a
material adverse effect on either (A) the assets, operations, personnel,
condition (financial or otherwise) or prospects of the Company, or (B) any of
Sellers’ ability to consummate the transactions contemplated hereby, and (ii)
with respect to Buyer, a material adverse effect on either (A) the assets,
operations, personnel, condition (financial or otherwise) or prospects of
Buyer, or (B) Buyer’s ability to consummate the transactions contemplated
hereby.


“Mexican GAAP”
means generally accepted accounting principles in effect in Mexico,
consistently applied, as in effect on the date of this Agreement.


“Noncompete
Period” has the meaning set forth in Section 6.6(a).


“Notice of
Claim” has the meaning set forth in Section 8.3(a)(i).


“Party” and
“Parties” means, individually and collectively, the Company, Sellers and
Buyer.


“Permitted
Liens” means (i) Liens and other exceptions to title that are disclosed on Schedule
1.1; and (ii) liens for Taxes, fees, levies, duties or other governmental
charges of any kind which are not yet delinquent or are being contested in good
faith by appropriate proceedings which suspend the collection thereof.


“Person”
means any individual, partnership, limited liability company, limited liability
partnership, corporation, association, joint stock company, trust, joint
venture, unincorporated organization or governmental entity (or any department,
agency or political subdivision thereof).


“Pre-Closing
Tax Period” has the meaning set forth in Section 6.5(b).


“Purchase Price”
has the meaning set forth in Section 2.2.


“Real Property”
has the meaning set forth in Section 3.18


“Release”
means any release, spill, emission, leaking, pumping, injection, deposit,
disposal, discharge, dispersal, leaching into the indoor or outdoor
environment, and includes any migration of any Hazardous Material from or onto
the properties owned or leased by the Company.


“Related Party”
means (w) the Company, (x) any Affiliate of the Company, (y) any
manager, officer or equity holder of the Company or of any Affiliate of the
Company and (z) any Affiliate or family member of any Person described in
clause (y) above.


“Remedial
Action” means all actions to (i) clean up, remove, treat or in any other
way address any Hazardous Material, (ii) prevent the Release of any Hazardous
Material so it does not endanger or threaten to endanger public health or
welfare or the indoor or outdoor environment, (iii) perform pre-remedial
studies and investigations or post-remedial monitoring and care or (iv) to
otherwise correct a condition of noncompliance with Environmental Laws.



 4
 









“SEC Reports”  shall mean, collectively, Buyer (i)
Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2005 and
2006, as filed with the SEC, and (ii) all other reports, statements and
registration statements and amendments thereto (including, without limitation,
Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K) filed by
Seller with the SEC since December 31, 2003.


“Sellers”
has the meaning set forth in the introduction to this Agreement.


“Solvent”
means, with respect to any Person, that at the time of determination:  (i) the present fair saleable value of
the assets (i.e., the price a buyer is willing to pay for such asset in an
arms-length transaction) of such Person will exceed the amount that will be
required to pay the probable liability on the existing debts (whether matured
or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of
such Person as they become absolute and matured; (ii) the sum of the debts
(whether matured or unmatured, liquidated or unliquidated, absolute, fixed or
contingent) of such Person will not exceed all of the property of such Person
at a fair valuation; (iii) the assets of such Person do not constitute
unreasonably small capital for such Person to carry on its businesses as now
conducted or proposed to be conducted; and (iv) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay such debts and liabilities as they mature.  For purposes of the preceding sentence, the
amount of contingent obligations outstanding at any time shall be computed as
the amount that, in the light of all the facts and circumstances existing at
such time, represents the amount that are reasonably expected to become an
actual or matured liability.


“Stock” has
the meaning set forth in the Recitals to this Agreement.


“Straddle
Period” has the meaning set forth in Section 6.5(c).


“Subsidiary”
and “Subsidiaries” means, with respect to any Person, any other Person
of which more than 50% of the total voting power of capital stock entitled to
vote (without regard to the occurrence of any contingency) in the election of
directors (or other Persons performing similar functions) are at the time
directly or indirectly owned by such specified Person.


“Tax” or “Taxes”
means any federal, state, local or foreign income, gross receipts, license,
payroll, employment, excise, severance, stamp, occupation, premium, windfall
profits, capital gain, intangible, environmental (including taxes under Section
59A of the Code or otherwise), custom duties, capital stock, profits,
franchise, employee’s income withholding, foreign withholding, social security
(or its equivalent), unemployment, disability, real property, personal
property, sales, use, transfer, value added, registration, alternative or
add-on minimum, estimated or other tax of any kind, including any interest,
penalties or additions to tax in respect of the foregoing, whether disputed or
not, and any obligation to indemnify, assume or succeed to the liability of any
other Person in respect of the foregoing; and the term “Tax Liability”
shall mean any liability (whether known or unknown, whether absolute or
contingent, whether liquidated or unliquidated, and whether due or to become
due) with respect to Taxes.


“Tax
Determination” has the meaning set forth in Section 6.5(f).



 5
 









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


“Third Party
Claim” means a claim or demand made by any Person, other than Buyer,
Sellers or the Company, against an Indemnified Party.


“Transaction
Documents” means this Agreement, the Convertible Note, the Employment
Agreements and any document or instrument which shall be executed and delivered
at the Closing by the Company, Sellers or Buyer, as the case may be.


“Welfare Plan”
means any other plan or program maintained for past or present employees of the
Company, including without any limitation health insurance plan, life insurance
plan, option plan, bonus plan, savings plan or severance plan, profit sharing,
bonus, stock option, stock purchase, stock bonus, restricted stock, stock
appreciation right, phantom stock or other equity-based compensation
arrangement, vacation pay, holiday pay, tuition reimbursement, scholarship,
severance, dependent care assistance, excess benefit, bonus, incentive
compensation, salary continuation, supplemental retirement, deferred
compensation, employee loan or loan guarantee program, split dollar, cafeteria
plan, and other compensation arrangements and other material agreement,
arrangement, plan, policy, practice or program related to employment,
compensation or employee benefits whether written or unwritten, funded or
unfunded, formal or informal, that are maintained or contributed to by the
Company.


“Working
Capital Amount” has the meaning set forth in Section 6.9.


“U.S. GAAP”
means generally accepted accounting principles in effect in the United States
of America, consistently applied, as in effect on the date of this Agreement.


Article
II

Purchase and Sale


2.1                                 Purchase
and Sale.  On the Closing Date,
subject to the terms and conditions hereof, Sellers agree to sell, transfer,
assign, convey and deliver to Buyer, and Buyer agrees to purchase from Sellers,
all of the Stock (except Francesca Wright
de Cowal shall retain one share of the Stock following the Closing),
free and clear of all Liens.


2.2                                 Purchase
Price.  Subject to the terms and
conditions hereof, as consideration for the Stock and the agreements contained
herein, the purchase price for the Stock shall be an aggregate of FOUR MILLION
FIVE HUNDRED THOUSAND U.S. DOLLARS (U.S.$4,500,000) (the “Purchase Price”),
to be paid to Sellers on the Closing Date as follows:


(a)                                  Buyer
shall deliver ONE MILLION U.S. DOLLARS (U.S.$1,000,000) in cash by wire
transfer in immediately available funds to such account or accounts as set
forth in Schedule A (the “Cash Purchase Price”), and


(b)                                 Buyer
shall deliver a convertible promissory note in the aggregate principal amount
of THREE MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS (U.S.$3,500,000) (the “Loan
Amount”), in the form of Exhibit B hereto (the “Convertible Note”).



 6
 









Upon the Closing
Date, notwithstanding the fact that 50% of the issued and outstanding
securities of the Company are owned by each of Francesca Wright de Cowal and
Gregory Cowal, Francesca Wright de Cowal shall receive 100% of the Cash
Purchase Price and a Convertible Note in an aggregate principal amount equal to
100% of the Loan Amount.


2.3                                 Closing.  Subject to the terms and conditions hereof,
the closing of the transactions contemplated by this Agreement (the “Closing”)
shall be held at 10:00 a.m. local time on the later of (i) July 10, 2007, or
(ii) the satisfaction or waiver of all conditions to closing contained herein,
at the offices of Brownstein Hyatt Farber Schreck, P.C., 410 17th Street, Suite 2200, Denver, Colorado 80202, or
at such other time and/or place as the Parties otherwise agree (the “Closing
Date”).


2.4                                 Additional
Consideration.  In the event that the
Company achieves total revenue of at least U.S.$23,000,000 and total Pre-Tax
Net Income (as defined below) of at least U.S.$800,000 for the 12 months ended
December 31, 2007 as determined by Buyer’s independent public accounting firm,
Sellers shall be entitled to receive, as additional consideration, ONE MILLION
FIVE HUNDRED THOUSAND U.S. DOLLARS (U.S.$1,500,000) of newly issued, restricted
shares of the common stock of Buyer, $0.001 par value per share (“Buyer
Common Stock”), free and clear of any Liens, based on the closing price of
such stock on the NASD’s Over-The-Counter Bulletin Board on the date of the
final auditor’s report with respect to such financial statements.  Delivery of certificates evidencing such
Buyer Common Stock, if any, shall be made to Sellers no later than five (5)
days after the date of the final auditor’s report.  Notwithstanding the fact that 50% of the
issued and outstanding securities of the Company are owned by each of Francesca
Wright de Cowal and Gregory
Cowal, Francesca Wright de Cowal shall
receive shall receive 100% of the Buyer Common Stock.  “Pre-Tax Net Income” means, for the
period indicated, total revenue of the Company less total expenses of the
Company except for Taxes associated with such revenue, as calculated in
accordance with U.S. GAAP by Buyer’s independent public accounting firm.


2.5                                 Purchase
Price Adjustment.  At Closing, Buyer
is assuming the lawsuits, disputes and claims described on Schedule 3.14
(collectively, the “Disputes”). 
Notwithstanding the foregoing, Sellers shall remain jointly and
severally liable for any amounts due or payable in excess of $20,000 in the
aggregate with respect to the Disputes, including, without limitation, any
judgments, settlement amounts, defense costs, court or other tribunal costs and
attorneys’ fees.  Buyer shall have the right
to pay any or all amounts due under this Section 2.5 on behalf of the Company
and Sellers and may apply such amounts to reduce the Purchase Price on a
dollar-for-dollar basis by (without limitation) reducing the amounts payable
under the Convertible Note.


Article
III

Representations and Warranties of the Company and Sellers


As a material inducement
to Buyer to enter into this Agreement and to consummate the transactions
contemplated herein, the Company and Sellers hereby, jointly and severally,
make the following representations and warranties to Buyer, subject to
qualification by the disclosure schedules. 
The information disclosed in any particular disclosure schedule shall be
deemed to relate to and to qualify only the particular representation or warranty
set forth in the 



 7
 









corresponding
numbered section in this Agreement and shall not be deemed to relate to or to
qualify any other representation or warranty.


3.1                                 Organization
and Qualification.  The Company is a
corporation duly organized, validly existing and in good standing under the
Laws of the Mexico.  The Company is duly
qualified or licensed to do business in each jurisdiction in which the
character of the properties or assets owned, leased or operated by it or the
nature of the activities conducted makes such qualification or licensing
necessary.


3.2                                 Corporate
Power.  The Company has all requisite
corporate power and authority necessary to own and/or lease and operate its
properties and assets and to carry on its business as now conducted.  The Company has all requisite corporate power
and authority to execute, deliver, carry out and perform its obligations under
this Agreement and each other Transaction Document to which it is a party and
to consummate the transactions contemplated hereby and thereby.


3.3                                 Authorization;
Binding Obligations.  The execution,
delivery and performance of this Agreement and each other Transaction Document
to which the Company is a party and the consummation of the other transactions
contemplated hereby and thereby, have been duly authorized by all requisite
action on the part of the Company.  This
Agreement has been duly executed and delivered by the Company and, at the
Closing, each of the other Transaction Documents to which the Company is a
party will be duly executed and delivered by the Company.  This Agreement is, and at the Closing each of
the other Transaction Documents to which the Company is a party will be, a
legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
conveyance or similar Laws relating to or limiting creditors’ rights generally
or by equitable principles relating to enforceability, and except as rights of
indemnity or contribution may be limited by federal or state securities Laws or
the public policy underlying such Laws.


3.4                                 Conflict;
Existing Defaults.


(a)                                  Neither
the execution, delivery and performance by the Company of this Agreement or the
other Transaction Documents to which the Company is a party nor the
consummation of the transactions contemplated hereby or thereby, will conflict
with, violate, or cause a default under, result in the imposition of any Lien
under or give rise to a right of termination, acceleration, suspension,
revocation, cancellation or amendment under, (i) the organizational documents
of the Company, (ii) any Contract to which the Company is a party, or by which
its assets are bound, or (iii) any applicable Laws.


(b)                                 The
Company is not (i) in default, breach or violation of its organizational
documents, as in effect as of the date hereof, as applicable, or (ii) in
default, breach or violation of any Contract required to be disclosed on Schedule
3.9(a) to which it is a party or by which it or its assets is or may be
bound, except, in the case of clause(ii), for such default, breach or violation
as, individually or in the aggregate, is not likely to have a Material Adverse
Effect.



 8
 









3.5                                 Consents
and Approvals.  No consent, approval
or authorization of, or declaration, filing or registration with, any
Governmental Authority or any other Person is required to be obtained or made
by the Company in connection with the execution, delivery and performance of
this Agreement or any other Transaction Document to which the Company is a
party and the consummation of the transactions contemplated hereby and thereby.


3.6                                 Capitalization.  The Company’s authorized capital stock
consists of 1,000 shares of common stock, par value 100 Pesos per share.  The issued and outstanding shares of common
stock are owned as set forth on Schedule A.  All of the outstanding shares of capital
stock of the Company are validly issued, fully paid and nonassessable and were
not issued in violation of any preemptive rights or Contract binding upon the
Company or any applicable Laws.  Except
as set forth on Schedule A, there are no outstanding (i) shares of
capital stock or other voting securities of the Company, (ii) securities
convertible into or exchangeable for shares of capital stock or voting
securities of the Company, (iii) options, warrants or other rights to acquire
from the Company or obligations of the Company to issue any capital stock,
voting securities or securities convertible into or exchangeable for capital
stock or voting securities of the Company, or (iv) equity equivalent interests
in the ownership or earnings of the Company or stock appreciation, phantom
stock, right of first refusal, commitment or other similar rights.  There are no voting trusts, proxies or other
agreements or understandings with respect to the voting, registration or
transfer of ownership of the Company’s capital stock.  The Company is not subject to any obligations
(contingent or otherwise) to repurchase, redeem or otherwise acquire or retire
any shares of its capital stock.  All
dividends or distributions on securities of the Company that have been declared
or authorized prior to the date of this Agreement have been paid in full or
accrued for in the Historical Financials.


3.7                                 Subsidiaries.  The Company has no Subsidiaries.  The Company does not own, directly or
indirectly, any capital stock, partnership interest, joint venture interest or
other equity interest of any other Person.


3.8                                 Financial
Statements; Undisclosed Liabilities.


(a)                                  The
books of account and other financial records of the Company, all of which have
been made available to Buyer, are correct and complete in all material
respects, represent actual bona fide transactions and have been maintained in
accordance with sound business and accounting practices.  Each transaction is properly and accurately
recorded in the books and records of the Company.  The Company maintains an adequate system of
internal accounting controls and does not engage in or maintain any
off-the-books accounts or transactions.


(b)                                 Attached
hereto as Schedule 3.8 are the following (the financial statements referred to
in clauses (i) and (ii) below being collectively referred to as the “Company
Historical Financials”):


(i)                                     the
Company’s audited  balance sheets and statements of
income, retained earnings and cash flows as of and for its fiscal years ended
December 31, 2004, 2005 and 2006; and



 9
 









(ii)                                  the
Company’s unaudited interim balance sheet and statements of income, retained earnings
and cash flows as of and for the three months ended March 31, 2007 (the “Company
Current Financials”).


The Company Historical
Financials (including, in each case, the related schedules and notes, if any)
fairly present the financial condition, results of operations and changes in
financial position of the Company as of and for the respective dates and
periods covered thereby and were prepared in accordance with Mexican GAAP
applied on a consistent basis throughout the periods covered thereby subject,
in the case of the Company Current Financials, to year-end audit adjustments
(which will not be material) and the lack of footnotes and other presentation
items.


(c)                                  Except
as set forth on Schedule 3.8(c), the Company does not have any liabilities
(whether known or unknown, whether direct or indirect, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
and whether due or to become due, including any liability for Taxes), except
for (i) liabilities set forth in the Company Current Financials, and (ii)
liabilities that have arisen after the Company Current Financials in the
ordinary course of business.


(d)                                 On
the date hereof and immediately prior to the Closing Date, the Company is
Solvent.


3.9                                 Contracts.


(a)                                  Schedule
3.9(a) sets forth a true, correct and complete list of all Contracts to
which the Company is a party or to which any of its assets or properties is
bound:


(i)                                     under
which the Company is indemnified for or against any liability, or under which
the Company is or could be obligated to indemnify any Person;


(ii)                                  under
which the Company leases personal property from or to third parties under
capitalized leases per annum or under operating leases;


(iii)                               for
the purchase or sale of products or other personal property or for the
furnishing or receipt of services (A) that calls for performance over a period
of more than one year or (B) in which the Company has agreed to purchase a
minimum quantity of goods or services or has agreed to purchase goods or services
exclusively from any Person;


(iv)                              (A)
granting representation, marketing, manufacturing, purchase or distribution
rights or (B) relating to Company Intellectual Property (including
license, development or similar agreements);


(v)                                 under
which the Company has created, incurred, assumed or guaranteed (or may create,
incur, assume or guarantee) indebtedness for borrowed money;


(vi)                              establishing
or maintaining any partnership, joint venture or strategic alliance;



 10
 









(vii)                           under
which there is or may be imposed a security interest or other Lien on any of
its assets, whether tangible or intangible (other than security interests or
Liens granted in favor of Buyer);


(viii)                        concerning
any confidentiality or non-solicitation obligations;


(ix)                                under
which the Company is restricted from carrying on its business or any part
thereof, or from competing in any line of business or with any Person;


(x)                                   with
officers, directors, employees or consultants of the Company, in each case
involving payments by the Company in excess of $5,000 per annum;


(xi)                                involving
any Affiliates of the Company;


(xii)                             under
which the consequences of a default or termination would reasonably be expected
to have, a Material Adverse Effect;


(xiii)                          under
which the Company will (A) receive aggregate payments from customers, (B) make
aggregate payments to vendors or other suppliers or (C) make or receive
aggregate payments to or from any other Persons, in each case in excess of
$25,000 per annum (with specific reference to those agreements in excess of
$500,000 per annum);


(xiv)                         which are
subject to termination or modification by any third party as a result of the
transactions contemplated by this Agreement;


(xv)                            not
entered into in the ordinary course of business and not otherwise disclosed on Schedule
3.9(a) in response to any of the foregoing clauses; or


(xvi)                         are
otherwise material to the Company’s business.


The Company has
delivered to Buyer true, correct and complete copies of each such
Contract.  To the extent that written
Contracts do not exist, the Company has delivered to Buyer accurate summaries
of the material terms and conditions of such oral Contracts.  Such Contracts constitute all material
Contracts necessary for the Company to conduct its business as currently
conducted.


(b)                                 (i)
each Contract existing as of the date hereof is a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms (except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or conveyance or similar Laws
relating to or limiting creditors’ rights generally or by equitable principles
relating to enforceability), and (ii) to the Knowledge of the Company, each
Contract existing as of the date hereof is a legal, valid and binding
obligation of the other parties thereto, enforceable against the other parties
in accordance with its terms (except as enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
conveyance or similar Laws relating to or limiting creditors’ rights generally
or by equitable principles relating to enforceability) and is in full force and
effect.  The Company is and, to the
Knowledge of the Company each other party to each Contract existing as 



 11
 









of the date hereof are, in compliance with the terms
thereof, and no default or event of default by the Company or any other party
thereto exists thereunder.


3.10                           Accounts
Receivable.  All accounts receivable
of the Company (a) are legal, valid and binding obligations of the Persons
shown in the accounting records of the Company as the obligor with respect
thereto, (b) arose out of bona fide sales actually made or services actually
performed on or prior to such date in the ordinary course of business, (c) are
not subject to discount, rebate, off-set, return privilege (other than return
privileges granted in the ordinary course of business consistent with past
practice) or claim, and (d) have been billed and are valid and collectible in
the ordinary course of business.


3.11                           Employees;
Labor Relations.


(a)                                  The
Company has previously provided to Buyer a correct and complete list of
(i) all managers and executive officers of the Company, (ii) all
other employees of or consultants to the Company, (iii) the current job
title or relationship to the Company of each such Person and (iv) the
amount of compensation (including bonuses and commissions or other benefits)
paid to each such Person during the fiscal year ended December 31, 2006 and
which each of them is expected to receive in the current fiscal year.


(b)                                 Except
as otherwise disclosed on Schedule 3.11(b), the Company is not a
party to any written employment agreements, independent contractor or
consulting agreements and sales representative (or similar) agreements, golden
parachute agreements, change of control agreements and employee-related
non-competition and non-solicitation or similar agreement, written or oral,
with any Person.


(c)                                  (i) Except
as otherwise disclosed on Schedule 3.11(c), no employees of the
Company are represented by any labor union or similar organization,
(ii) the Company is not party to any collective bargaining or similar
agreement covering any of its employees and (iii) no labor union or
similar organization or group of employees has made a demand for recognition,
filed a petition seeking a representation proceeding, given the Company notice
of any intention to hold an election of a collective bargaining representative
or engaged in any organizing activities at any time during the past three
years.


(d)                                 (i) No
strike, work stoppage, contract dispute or other labor disturbance involving
any employees of the Company currently exists or, to the Company’s knowledge,
is threatened and (ii) no investigation, action or proceeding by or before
any governmental entity which relates to allegedly unfair or discriminatory
employment or labor practices by the Company or the violation by the Company of
any applicable Law relating to employment or labor practices is pending or, to
the Company’s knowledge, threatened.


3.12                           Welfare
Plans.  Schedule 3.12
sets forth a correct and complete list of all Welfare Plans.  Except as otherwise disclosed on Schedule 3.12:


(a)                                  each
Welfare Plan and any related trust has been established, maintained,
administered and funded in all material respects in compliance with all
applicable Laws;



 12
 









(b)                                 no
transaction or omission has occurred with respect to any Welfare Plan or
related trust that could subject the Company to any Tax or penalty under
applicable Laws;


(c)                                  none
of the Welfare Plans or any related trusts have any unfunded liabilities;


(d)                                 none
of the Welfare Plans provides medical, health, life insurance or other
welfare-type benefits to former employees of the Company or any Affiliate;


(e)                                  there
are no actions, suits, investigations or other proceedings pending or, to the
Company’s knowledge, threatened against any Plan or any related trust or any
fiduciary thereof;


(f)                                    there
are no outstanding Governmental Orders that name any Plan or any related trust
or any fiduciary thereof or are directed to any Plan or related trust, any
fiduciary thereof or any assets thereof;


(h)                                 there
are no benefits or perquisites available to any employees of the Company that
are not generally available to all employees of the Company.


The Company has
delivered to Buyer true, correct and complete copies of all Welfare Plan
documentation.


3.13                           Taxes.  Except as set forth on Schedule 3.13:


(a)                                  all
Tax Returns with respect to Taxes which are required to be filed by or on
behalf of the Company with any Governmental Authority have been properly
prepared and filed and correctly state the Company’s Tax liability;


(b)                                 the
Company has paid, or has made adequate reserves on its books for the payment
of, all Taxes shown to be due on such Tax Returns or claimed to be due by any
Governmental Authority or which the Company otherwise is liable for or is
required to withhold on behalf of any other Person;


(c)                                  the
reserves and provisions for Taxes on the books of the Company are adequate for
all open years and for its current fiscal period;


(d)                                 the
Company has no knowledge of any proposed assessment of any additional Taxes by
any governmental entity or of any basis for any such assessment (whether or not
reserved against);


(e)                                  the
Company is not currently being audited by any governmental entity, and no such
audit is pending or, to the Company’s knowledge, threatened;


(f)                                    the
Company has not given any waiver or extension of any period of limitation
governing the time of assessment or collection of any Tax; and



 13
 









(g)                                 the
Company is not party to any Tax sharing or similar agreement with any other
Person.


3.14                           Litigation.  Except as otherwise disclosed on Schedule
3.14, there is no pending or, to the Company’s knowledge, threatened
investigation, action or proceeding against, relating to or affecting the
Company or its assets or any officer, director or employee thereof in his or
her capacity as such, by or before any Governmental Authority or
arbitrator.  Schedule 3.14 sets
forth a correct and complete list of each investigation, action and proceeding
(a) described in the preceding sentence or (b) in which the Company is the
plaintiff or initiating party, together with the parties thereto, the alleged
basis therefore, the relief sought therein and the current status.


3.15                           Transactions
with Related Parties.  (a) none
of the customers, suppliers, distributors or sales representatives of the
Company are Related Parties; (b) none of the Company’s assets are owned or
used by or leased to any Related Parties; (c) no Related Party is a party
to any Business Agreement; and (d) no Related Party provides any legal,
accounting or other services to the Company.


3.16                           Licenses
and Permits.


(a)                                  Schedule
3.16(a) lists all Licenses and Permits. 
No other governmental authorizations are necessary or required for the
Company to lawfully conduct its Business as currently conducted or for the
Company to own, lease or use its assets.


(b)                                 Each
of the Licenses and Permits is valid and in full force and effect.  The Company has not received any notice that
remains outstanding from any Governmental Authority regarding any actual or
proposed revocation, withdrawal, suspension, cancellation or termination (other
than by expiration) of any material Licenses and Permits.  The transactions contemplated by this
Agreement will not adversely affect the Company’s right to utilize the Licenses
and Permits.  The Company has delivered
to Buyer true, correct and complete copies of each License and Permit.


3.17                           Personal
Property.  The Company has good and
marketable title to all personal property purported to be owned by it and good
leasehold title to all personal property purported to be leased by it, in each
case free and clear of any Liens, other than Permitted Liens.  The Company’s machinery, equipment, vehicles
and other tangible assets have been maintained in good working condition
(normal wear and tear excepted).  The
Company owns or properly leases all the assets necessary to and currently
utilized in the operation of the Business. 
No Seller owns any of the assets currently utilized in the Business.


3.18                           Real
Property.


(a)                                  Schedule 3.18
sets forth a correct and complete list of all real property owned, leased,
occupied or used by the Company (collectively, the “Real Property”) and
indicates whether such property is owned or leased by the Company.


(b)                                 Schedule 3.18
sets forth a correct and complete list of (i) all leases, subleases and
other material agreements or rights pursuant to which any Person has the right
to occupy or use any Real Property owned by the Company and (ii) all
leases, subleases and other 



 14
 









material agreements or rights pursuant to which the
Company has the right to occupy or use any Real Property owned by others.


(c)                                  Except
as set forth on Schedule 3.18, the Company has good and marketable and
fee simple title to all Real Property purported to be owned by it and good
leasehold title to all Real Property purported to be leased by it, in each case
free and clear of any Liens, other than Permitted Liens.


(d)                                 All
buildings and other improvements located on the Real Property (including
without limitation all water, sewer, gas, electrical and HVAC systems servicing
the same) are in good repair and operating condition and are suitable for the
purposes for which they are used.  The
Real Property constitutes all real property, buildings and other improvements
necessary for the Company to conduct its business as currently conducted and as
currently planned to be conducted.


(e)                                  All
buildings and other improvements located on the Real Property, and the use of
the Real Property by the Company and all Persons claiming under it, comply with
all Governmental Rules relating to zoning and land use and with all easements,
covenants and other restrictions applicable to the Real Property, except where
such non-compliance would, individually or in the aggregate, have a Material
Adverse Effect.


(f)                                    The
Real Property:  (i) is adequately
serviced by all utilities necessary for the Company to conduct its business as
currently conducted and as currently planned to be conducted thereon;
(ii) has adequate means of ingress and egress, either directly or by means
of perpetual easements or rights-of-way which run with the Real Property;
(iii) has adequate parking that is sufficient to meet the needs of the
Company’s employees and business invitees and to comply with applicable Laws;
and (iv) is not located in whole or in part within an area identified as a
flood hazard area by any Governmental Authority.


3.19                           Environmental
Matters.


(a)                                  the
operations of the Company is in compliance with all applicable Environmental
Laws and all Licenses and Permits issued pursuant to the Environmental Laws or
otherwise;


(b)                                 the
Company has obtained all Licenses and Permits required to operate its business
in compliance with all applicable Environmental Laws;


(c)                                  the
operations of the Company have not resulted in Releases of Hazardous Material
into the environment;


(d)                                 the
Company is not the subject of any outstanding Court Order or Contract, nor, to
the Knowledge of the Company, is it threatened to be the subject of any Court
Order or Contract, with any Governmental Authority respecting (i) compliance
with Environmental Laws, (ii) Remedial Action, or (iii) any Release or
threatened Release of a Hazardous Material, and the Company has not received
any written communication alleging that the Company may be in violation of any
Environmental Law or any License or Permit issued pursuant to Environmental
Law, or may have any liability under any Environmental Law;



 15















(e)                                  there
are no investigations of the Business, or currently or previously owned,
operated or leased property of the Company pending or, to the Knowledge of the
Company, threatened which alleges any liability or other obligation pursuant to
any Environmental Law;


(f)                                    no
Hazardous Substances have been or are being generated, used, processed,
treated, stored, released, transported or disposed of by the Company, except in
compliance with applicable Environmental Laws;


(g)                                 to the Company’s knowledge, no Person who has
owned, leased, occupied or used any real property now or previously owned,
leased, occupied or used by the Company generated, used, processed, treated,
stored, released or disposed of any Hazardous Substances on such property; and


(h)                                 to
the Company’s knowledge, no underground storage tanks are located on any real
property owned, leased, occupied or used by the Company.


3.20                           Intellectual
Property.  Schedule 3.20
sets forth a correct and complete list of (a) all patents, registered and
unregistered trademarks, service marks, logos, corporate and trade names,
domain names and registered and unregistered copyrights, and all applications
therefor, which are owned, licensed or used by the Company (together with all
inventions, discoveries, techniques, processes, methods, formulae, designs,
computer software, trade secrets, confidential information, know-how and ideas
which are owned, licensed or used by the Company, the “Intellectual Property”),
(b) all licenses or other agreements pursuant to which any Person has the
right to use any Intellectual Property owned by the Company and (c) all
licenses or other agreements pursuant to which the Company has the right to use
any Intellectual Property owned by others (excluding “shrink-wrapped” software
applications that are generally available to the public).  The Company has the lawful right to use all
of the Intellectual Property, and no such use infringes upon the lawful rights
of any other Person.  To the Company’s
knowledge, no Person is using any Intellectual Property in a manner which
infringes upon the lawful rights of the Company.  The Intellectual Property constitutes all
intellectual property necessary for the Company to conduct its business as
currently conducted.


3.21                           Powers
of Attorney.  There are no outstanding
powers of attorney in effect with respect to the Company.


3.22                           Insurance.  Schedule 3.22 sets forth a correct and complete list of
all insurance policies of which the Company is the owner, insured, loss payee
or beneficiary and indicates for each such policy any pending claims
thereunder.  Except as otherwise
disclosed on Schedule 3.22; 
(a) there has been no failure to give any notice or present any
material claim under any such policy in a timely fashion or as otherwise
required by such policy; (b) all premiums under such policies which are
due and payable have been paid in full; (c) no such policy provides for
retrospective or retroactive premium adjustments; (d) the Company has not
received notice of any material increase in the premium under, cancellation or
non-renewal of or disallowance of any claim under any such policy; (e) the
Company has not been refused any insurance, nor has its coverage been limited
by any carrier; and (f) since January 1, 2003, the Company has maintained,
or been the beneficiary of, general liability and product liability 



 16
 









policies reasonable, in both
scope and amount, in light of the risks attendant to their respective
businesses and which provide coverage comparable to coverage customarily
maintained by others in similar lines of business, and such policies have been “occurrence”
policies and not “claims made” policies.


3.23                           Business
Relationships.  The Company has not
received any notice with respect to any actual or threatened termination or
cancellation of, or any adverse modification or material change in, the
business relationship between the Company, on the one hand, and any vendor,
distributor, supplier or customer, on the other hand, and to the Knowledge of
the Company, there is no basis for such termination or cancellation of any such
business relationships, other than the termination of any such relationships
upon expiration of the agreement related thereto.  Schedule 3.23 contains a list of the
10 largest customers, and the 10 largest suppliers of the Company for each of
the two most recent fiscal years (determined on the basis of the total dollar
amount of gross sales) showing the total dollar amount of gross sales to each
such customer and the percentage of all sales during each such year and the
total amount of purchases made to each such supplier and the percentage of all
purchases made during each such year.


3.24                           Inventories.  Except to the extent of inventory reserves
reflected in the Company Historical Financials, the items included in such
inventories are normal items of inventory carried by the Company, and are
current, suitable and merchantable at customary prices for the filling of
orders in the normal course of business, and are not obsolete, damaged,
defective or slow moving.  The Company
has all right, title and interest in the inventories reflected in the Company
Historical Financials (except to the extent they have been sold in the ordinary
course of business since the date thereof). 
Except for such items acquired or produced after March 31, 2007, all
items of inventory carried by the Company are reflected on the Company
Historical Financials at the lower of cost (determined on a first-in, first-out
bases) or market in accordance with Mexican GAAP applied on a consistent basis,
with adequate provisions or adjustments having been made for excess and
slow-moving inventory and inventory obsolescence and shrinkage.


3.25                           Depository
and Other Accounts.  Schedule 3.25
sets forth a true, correct and complete list of all banks and other financial
institutions and depositories at which the Company maintains (or has caused to
be maintained) deposit accounts, lockbox accounts, spread accounts, yield
supplement reserve accounts, operating accounts, trust accounts, trust
receivable accounts or other accounts of any kind or nature into which funds of
the Company are deposited from time to time. 
Such Schedule 3.25 correctly identifies the name and address of
each depository, the name in which each account is held, the purpose of the
account, the type of account, the account number, the specific contact person
at such depository and his or her direct telephone number and email address.


3.26                           Books
and Records.  The minute books and
similar records of the Company contain true and complete records of all actions
taken at any meeting of the Company’s stockholders, directors, or any
committees thereof, as the case may be, and of all written consents executed in
lieu of the holding of any such meeting, and have been maintained in accordance
with good business accounting and bookkeeping practices.



 17
 









3.27                           Brokers;
Certain Expenses.  None of the
Company nor any of its Affiliates is obligated to pay any fee or commission to
any broker, finder, investment banker or other intermediary, in connection with
this Agreement, any other agreement, or any of the transactions contemplated
hereby or thereby for which Buyer (or the Company after the Closing Date) will
have any liability.


3.28                           Compliance
with Laws.  Except as set forth in Schedule
3.28, the Company is in compliance in all material respects with all
applicable Laws.  The Company is not
subject to any Court Orders.  Except as
set forth on Schedule 3.28, no investigation or review by any
Governmental Authority with respect to the Company is pending or filed or, to
the Knowledge of the Company, threatened nor, to the Knowledge of the Company,
has any Governmental Authority indicated an intention to conduct the same.


3.29                           Interim
Changes.  Except as set forth on Schedule
3.29, since December 31, 2006, there has been no:


(a)                                  change
in the condition, financial or otherwise, of the Company, which had, or would
reasonably be expected to have, a Material Adverse Effect;


(b)                                 material
loss, damage or destruction of or to any of the Company’s assets, whether or
not covered by insurance;


(c)                                  sale,
lease, transfer or other disposition by the Company of, or mortgages or pledges
of or the imposition of any Lien (other than Permitted Liens) on, any portion
of the Company’s assets, other than the sale of assets in the ordinary course
of the Company’s business;


(d)                                 adjustment
or write-off of accounts receivable not reflected in the Company Historical
Financials or any change in the collection, payment or credit experience or
practices of the Company;


(e)                                  change
in the Tax or cash basis accounting methods or practices employed by the
Company or change in depreciation or amortization policies;


(f)                                    payment
by the Company of any dividend, distribution or extraordinary or unusual
disbursement or expenditure;


(g)                                 termination,
waiver or cancellation of any material rights or claims of the Company, under
any Contract or otherwise;


(h)                                 the
Company has not made, or committed to make, any capital expenditures in excess
of U.S.$25,000 in the aggregate;


(i)                                     other
transaction not in the ordinary course of business and consistent with past
practice;


(j)                                     the
Company has not granted or is committed to grant any salary or other
compensation increase to any of its employees other than in the ordinary course
of business; or



 18
 









(k)                                  binding
commitment with respect to any of the foregoing.


3.30                           No
Omissions or Misstatements.  None of
the representations or warranties of the Company included in this Agreement as
qualified by the disclosure schedules hereto, or other Transaction Documents
furnished or to be furnished by the Company contains any untrue statement of a
material fact or is misleading in any material respect or omits to state any
material fact necessary in order to make any of the statements herein or
therein not misleading in light of the circumstances in which they were made.


Article
IV

Representations and Warranties of Sellers


As a material inducement
to Buyer to enter into this Agreement and to consummate the transactions
contemplated herein, each Seller, severally and not jointly, hereby represents
and warrants to Buyer, with respect to such Seller only, as follows:


4.1                                 Ownership
of Capital Stock.  Such Seller is the
beneficial and record owner of the Stock identified next to such Seller’s name
on Schedule A hereto, free and clear of any Liens.  Such Seller has the requisite right, power
and authority to transfer the Stock owned by such Seller, and immediately
following the Closing, Buyer will own 100% of the capital stock of the Company
(except Francesca Wright de Cowal shall
retain one share of the Company following the Closing), free and clear of any
Liens.


4.2                                 Legal
Capacity.  Such Seller has the legal
capacity to execute, deliver, carry out and perform its obligations under this
Agreement and each other Transaction Document to which it is a party and to
consummate the transactions contemplated hereby and thereby.


4.3                                 Authorization;
Binding Obligation.  No action,
consent or approval on the part of such Seller is necessary to authorize such
Seller’s due and valid execution, delivery and consummation of this Agreement
and each other Transaction Document to which it is a party.  This Agreement has been duly executed and
delivered by such Seller and, at the Closing, each of the other Transaction
Documents to which such Seller is a party will be duly executed and delivered
by such Seller.  This Agreement is, and
at the Closing each of the other Transaction Documents to which such Seller is
a party will be, a legal, valid and binding obligation of such Seller,
enforceable against such Seller in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or conveyance or similar Laws relating to or
limiting creditors’ rights generally or by equitable principles relating to
enforceability, and except as rights of indemnity or contribution may be
limited by federal or state securities Laws or the public policy underlying
such Laws.


4.4                                 Conflict.  Neither the execution, delivery and
performance by such Seller of this Agreement or any of the other Transaction
Documents to which such Seller is a party nor the consummation of the
transactions contemplated hereby or thereby, will conflict with, violate, or
cause a default under, result in the imposition of any Lien under or give rise
to a right of termination, acceleration, suspension, revocation, cancellation
or amendment under (a) any Contract to which such Seller is a party, or by
which its assets are bound, which could reasonably be expected to adversely
impact such Seller’s obligations under this Agreement, or 



 19
 









(b) any applicable Laws, which could reasonably be
expected to adversely impact such Seller’s obligations under this Agreement.


4.5                                 Consents
and Approvals.  No consent, approval
or authorization of, or declaration, filing or registration with, any
Governmental Authority or any other Person is required to be made or obtained
by such Seller in connection with the execution, delivery and performance of
this Agreement or the Transaction Documents to which such Seller is a party and
the consummation of the transactions contemplated hereby and thereby.


4.6                                 Litigation.  There is no pending, or to such Seller’s
knowledge, threatened, investigation, action or proceeding to which such Seller
is a party or which relates to such Seller, which questions the validity of
this Agreement or impairs the ability of such Seller to consummate the
transactions contemplated hereby or the transactions contemplated by the other
Transaction Documents to which such Seller is a party.


4.7                                 Brokers’
Fees.  Such Seller is not obligated
to pay any fee or commission to any broker, finder, investment banker or other
intermediary, in connection with this Agreement, any other agreement, or any of
the transactions contemplated hereby or thereby for which Buyer (or the Company
after the Closing Date) will have any liability.


4.8                                 Securities
Representations.  Each Seller: (a) is
acquiring a Convertible Note for its own account with the present intention of
holding such securities for investment purposes and with no intention of
selling such securities in violation of applicable U.S. securities Laws; (b)
has had an opportunity to ask questions and receive answers concerning the
terms and conditions of the offering of the Convertible Note and the
transactions contemplated by this Agreement and the other Transaction Documents
and has had such access to such other information concerning Buyer and its
business and assets as such Seller may have requested; (c) is an “accredited
investor” as defined in Rule 501(a) under the U.S. Securities Act of 1933, as
amended; (d) by reason of its business and financial experience and the
business and financial experience of those retained by such Seller to advise
him with respect to his investment in the Convertible Note, has such knowledge,
sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of its prospective investment in the
Convertible Note; and (e) is able to bear the economic risk of its investment
in the Convertible note for an indefinite period of time and, at the present
time, is able to afford a loss of such investment.


Article
V

Representations and Warranties of Buyer


As a material inducement
to the Company and Sellers to enter into this Agreement and to consummate the
transactions contemplated hereunder, Buyer hereby represents and warrants to
Sellers, as follows:


5.1                                 Organization.  Buyer is a corporation duly organized,
validly existing and in good standing under the Laws of the State of
Nevada.  Buyer is duly qualified or
licensed to do business in each jurisdiction in which the character of the
properties or assets owned, leased or operated by it or the nature of the
activities conducted makes such qualification or licensing necessary.



 20
 









5.2                                 Corporate
Power.  Buyer has all requisite corporate
power and authority to own and/or lease and operate its properties and assets
and to carry on its business as now conducted. 
Buyer has all requisite corporate power and authority to execute,
deliver, carry out and perform its obligations under this Agreement and each
other Transaction Document to which it is a party and to consummate the
transactions contemplated hereby and thereby.


5.3                                 Authorization;
Binding Obligations.  The execution,
delivery and performance by Buyer of this Agreement and each other Transaction
Documents to which Buyer is a party, and the consummation of the transactions
contemplated hereby and thereby, have been duly authorized by all requisite
action on the part of Buyer.  This
Agreement has been duly executed and delivered by Buyer, and, at the Closing,
each of the other Transaction Documents to which Buyer is a party will be duly
executed and delivered by Buyer.  This
Agreement is, and at the time of the Closing each of the other Transaction
Documents to which Buyer is a party will be, a legal, valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or conveyance or similar Laws relating to or
limiting creditors’ rights generally or by equitable principles relating to
enforceability, and except as rights of indemnity or contribution may be
limited by federal or state securities Laws or the public policy underlying
such Laws.


5.4                                 Conflict;
Existing Defaults.


(a)                                  Neither
the execution, delivery and performance by Buyer of this Agreement or the other
Transaction Documents to which Buyer is a party nor the consummation of the
transactions contemplated hereby or thereby, will conflict with, violate, or
cause a default under, result in the imposition of any Lien under or give rise
to a right of termination, acceleration, suspension, revocation, cancellation
or amendment under, (i) the organizational documents of Buyer, (ii) any Contract
to which Buyer is a party, or by which its assets are bound, or (iii) any
applicable Laws.


(b)                                 Buyer
is not (i) in default, breach or violation of its organizational documents, as
in effect as of the date hereof, as applicable, or (ii) in default, breach or
violation of any material Contract to which it is a party or by which it or its
assets is or may be bound, except in the case of clause (ii), for such default,
breach or violation as, individually or in the aggregate, is not likely to have
a Material Adverse Effect.


5.5                                 Consents
and Approvals.  No consent, approval
or authorization of, or declaration, filing or registration with, any
Governmental Authority or any other Person is required to be obtained or made
by Buyer in connection with the execution, delivery and performance of this
Agreement or any other Transaction Document to which Buyer is a party and the
consummation of the transactions contemplated hereby and thereby.


5.6                                 Capitalization.  Buyer’s authorized capital stock consists of
195,000,000 shares of Buyer Common Stock and 5,000,000 shares of preferred
stock U.S.$0.001 par value per share. 
The are currently 80,366,250 shares of Buyer Common Stock issued and
outstanding and 1,000,000 shares of Series A Convertible Preferred Stock,
U.S.$.001 par value per share, issued and outstanding.



 21
 









5.7                                 SEC
Reports.  Seller’s SEC Reports (i) at
the time filed or if amended or superseded by a later filing, as of the date of
the last such amendment or filing, complied as to form in all material respects
with the requirements of the U.S. Securities Act of 1933, as amended, or the
U.S. Securities Exchange Act of 1934, as amended, as the case may be, and (ii)
did not at the time they were declared effective or filed, as the case may be,
or if amended or superseded by a later filing, as of the date of the last such
amendment or such filing, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


5.8                                 Brokers;
Certain Expenses.  Buyer has not paid
and is not obligated to pay any fee or commission to any broker, finder,
investment banker or other intermediary in connection with this Agreement, any
other agreement or any of the transactions contemplated hereby or thereby for
which Sellers will have any liability.


5.9                                 Compliance
with Laws.  Buyer is in compliance in
all material respects with all applicable Laws. 
Buyer is not subject to any Court Orders.  No investigation or review by any
Governmental Authority with respect to Buyer is pending or filed or, to the
Knowledge of Buyer, threatened nor, to the Knowledge of Buyer, has any
Governmental Authority indicated an intention to conduct the same.


Article
VI

Covenants of the Parties


6.1                                 Conduct
of Company Business.  From the date
hereof to the Closing, except as expressly contemplated by this Agreement or
otherwise consented to by Buyer in writing, Sellers shall use their reasonable
best efforts to cause the Company to, and the Company shall:


(a)                                  conduct
its business only in the usual, regular and ordinary course in substantially
the same manner as heretofore conducted;


(b)                                 maintain
in all material respects all of the structures, equipment, vehicles and other
tangible personal property of its business in its present condition, except for
ordinary wear and tear and damage by unavoidable casualty and sales of
inventory in the ordinary course of business;


(c)                                  keep
in full force and effect insurance comparable in amount and scope of coverage
to insurance now carried with respect to its business;


(d)                                 perform
in all material respects all obligations under Contracts relating to or
affecting its business;


(e)                                  maintain
the books of account and records of its business in the usual, regular and
ordinary manner consistent with past practice;


(f)                                    comply
in all material respects with all Laws applicable to the conduct of its
business;



 22
 









(g)                                 not
enter any employment agreement or commitment to employees of its business or
effect any increase in the compensation or benefits payable or to become
payable to any officer, director or employee of the Business other than
increases in non-officer employee compensation effected in the ordinary course
of business;


(h)                                 create
or permit to exist any Lien on the assets of the Company other than a Permitted
Lien;


(i)                                     not
enter into or materially modify any agreement for indebtedness or any Contract
obligating the Company to purchase goods or services for a period of 90 days or
more, or sell, lease, license or otherwise dispose of any asset of its business
(other than dispositions of obsolete assets and inventory in the ordinary
course of business) or acquire any substantial assets other than replacement
assets, inventory and supplies to be used in its business;


(j)                                     not
take any action with respect to, or make any material change in its accounting
or Tax policies or procedures;


(k)                                  not
make, change or revoke any Tax election or settle or compromise any Tax
Liability, or amend any Tax Return, change an annual accounting period, adopt
or change any accounting method, file any amended Tax Return, enter into any
closing agreement, settle any Tax claim or assessment, surrender any right to
claim a refund of Taxes, consent to any extension or waiver of the limitation
period applicable to any Tax claim or assessment, or take any other similar
action relating to the filing of any Tax Return or the payment of any Tax, if
such election, adoption, change, amendment, agreement, settlement, surrender,
consent or other action would have the effect of increasing the Tax Liability
of the Company for any period ending after the Closing Date or decreasing any
Tax attribute of the Company existing on the Closing Date; and Company shall
promptly notify Buyer if Company makes any amendment to a Tax Return or files
and amended Tax Return;


(l)                                     not
issue any capital stock or securities convertible into capital stock; or


(m)                               not
authorize or enter into any commitment with respect to any of the matters
described above.


6.2                                 Access
to Information.


(a)                                  Buyer’s
Investigation.  Between the date of
this Agreement and the Closing Date, the Company will (i) give Buyer and its
authorized representatives (including lenders, legal counsel and accountants)
reasonable access to all employees, offices, warehouses and other facilities
and property of the Company’s business and to their books and records, at times
that are mutually agreed between Buyer and the Company, (ii) permit Buyer and
its authorized representatives to make such inspections thereof as Buyer may
reasonably require, and (iii) furnish Buyer and its representatives and
advisers with such financial and operating data and other information with
respect to the business and properties of the Company’s business as Buyer may
from time to time reasonably request; provided, however, that any such
investigation shall be conducted in such a manner as not to interfere
unreasonably with the operation of the Business. Buyer shall not contact the
Company’s employees, contractors, vendors, or customers 



 23
 









without the express prior consent of the Company,
which shall not be unreasonably withheld or delayed.


(b)                                 Confidentiality.  If the transactions contemplated by this
Agreement are not consummated (and in any event prior to the Closing Date),
Buyer, Sellers and the 

Company will maintain the confidentiality of all information and materials
obtained from the other Parties and will not use or permit others to use such
information for any other purpose, except to the extent disclosure of any such
information is authorized by the other Parties or required by Law, and upon
termination of this Agreement, Buyer, Sellers and the Company and their
respective representatives will promptly return to the other Parties all
materials obtained from such other Parties in connection with the transactions
contemplated by this Agreement and all copies thereof.  The provisions of this Section 6.2(b) will
not apply to any information, documents or material which are in the public
domain other than by reason of a breach of this Section 6.2(b).


6.3                                 Efforts
to Consummate Transaction.  The
Parties shall use their commercially reasonable efforts to take or cause to be
taken all such actions required to consummate the transactions contemplated
hereby including, without limitation, such actions as may be necessary to
obtain, prior to the Closing, all necessary governmental or other third-party
approvals and consents required to be obtained by the Company, Sellers or Buyer
in connection with the consummation of the transactions contemplated by this
Agreement.


6.4                                 No
Solicitation.  Unless this Agreement
shall have been terminated pursuant to Section 9.1, Sellers shall not, and
shall not permit the Company to, directly or indirectly through any officer,
director, employee, agent, affiliate or otherwise, enter into any agreement,
agreement in principle or other commitment (whether or not legally binding)
relating to a Competing Transaction or solicit, initiate or encourage the
submission of any proposal or offer from any person or entity (including the
Company’s officers, partners, employees and agents) relating to any Competing
Transaction, nor participate in any discussions or negotiations regarding, or
furnish to any other person or entity any information with respect to, or
otherwise cooperate in any way with, or assist or participate in, facilitate or
encourage, any effort or attempt by any other person or entity to effect a
Competing Transaction.  The Company and
Sellers shall immediately cease any and all contacts, discussions and
negotiations with third parties regarding any Competing Transaction.  Sellers shall, and shall cause the Company
to, notify Buyer if any proposal regarding a Competing Transaction (or any
inquiry or contact with any person or entity with respect thereto) is made and
shall advise Buyer of the contents thereof (and, if in written form, provide
Buyer with copies thereof). 
Notwithstanding the foregoing, nothing contained in this Section 6.4
shall prohibit Sellers, or any officer or director of the Company, from taking
any of the actions described in this Section 6.4 in response to an unsolicited
inquiry, offer or proposal to the extent that the Board of Directors of the
Company determines in good faith that the fiduciary obligations of such
officers and directors to the Company require that such actions be taken.  If this Agreement is terminated by Buyer,
Sellers or the Company as the result of the approval of a Competing Transaction
by the Board of Directors of the Company (and Buyer is not in breach of this
Agreement), the Company and Sellers jointly and severally agree to pay Buyer a
breakup fee of $100,000 within three (3) Business Days of the termination of
this Agreement.



 24
 









6.5                                 Tax
Matters.


(a)                                  Sellers
will be responsible for and shall cause the Company to timely file any income
Tax Returns with a filing due date that is after the Closing Date for Tax
periods of the Company that end on or before the Closing Date.  Sellers shall permit Buyer to review and
comment on each such Tax Return described in the preceding sentence prior to
filing, and Sellers shall make any revisions to such Tax Returns as may be
reasonably requested by Buyer in order to comply with applicable Laws.  Buyer will be responsible for and shall cause
the Company to timely file any income Tax Returns with a filing due date that
is after the Closing Date for Tax periods of the Company that begin after the
Closing Date.


(b)                                 Each
Seller jointly and severally indemnifies, defends and holds harmless the
Company, Buyer, and each Buyer Affiliate and the Buyer Indemnified Parties and
hold them harmless from and against without duplication, any loss, claim,
liability, expense, or other damage attributable to (i) all Taxes (or the
non-payment thereof) of the Company for all taxable periods ending on or before
the Closing Date and the portion through the end of the Closing Date for any
taxable period that includes (but does not end on) the Closing Date (“Pre-Closing
Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated,
combined or unitary group of which the Company (or any predecessor of any of
the foregoing) is or was a member on or prior to the Closing Date, including
pursuant to U.S. Treasury Regulation § 1.1502 6 or any analogous or
similar state, local or foreign Law, and (iii) any and all Taxes of any person
(other than the Company) imposed on the Company as a transferee or successor,
by contract or pursuant to any Law, which Taxes relate to an event or
transaction occurring before the Closing. 
Sellers shall reimburse Buyer for any Taxes of the Company that are the
responsibility of Sellers pursuant to this Section 6.5(b) within 15 Business
Days after payment of such Taxes by Buyer or the Company.


(c)                                  Buyer
and the Company agree that, in the case of any taxable period that includes
(but does not end on) the Closing Date (a “Straddle Period”), the amount
of any Taxes based on or measured by income or receipts of the Company for the
Pre-Closing Tax Period shall be determined based on an interim closing of the
books as of the close of business on the Closing Date (and for such purpose,
the taxable period of any partnership or other pass-through entity in which the
Company holds a beneficial interest shall be deemed to terminate at such time)
and the amount of other Taxes of the Company for a Straddle Period that relates
to the Pre- Closing Tax Period shall be deemed to be the amount of such Tax for
the entire taxable period multiplied by a fraction the numerator of which is
the number of days in the taxable period ending on the Closing Date and the
denominator of which is the number of days in such Straddle Period.


(d)                                 Except
to the extent required by Law, Buyer shall not amend, and shall not permit the
Company to amend, any income Tax Return or election made in connection with
such income Tax Return for any Tax period ending on or prior to Closing without
the prior written consent of Sellers if such amendment would have the effect of
increasing the amount of Tax payable by Sellers with respect to such period.


(e)                                  Buyer
and Sellers covenant and agree to cooperate with each other regarding Tax
matters as follows:



 25
 









(i)                                     Buyer,
the Company and Sellers shall cooperate fully, as and to the extent reasonably
requested by the other Party, in connection with the filing of Tax Returns
pursuant to this Section 6.5(e) and any audit, litigation or other proceeding
with respect to Taxes.  Such cooperation
shall include the retention and (upon the other Party’s request) the provision
of records and information that are reasonably relevant to any such audit,
litigation or other proceeding and making employees available on a mutually
convenient basis to provide additional information and explanation of any
material provided hereunder.  Buyer, the
Company and Sellers agree (A) to retain all books and records with respect to
Tax matters pertinent to the Company relating to any taxable period beginning
before the Closing Date until the expiration of the statute of limitations
(and, to the extent notified by Buyer or Sellers, any extensions thereof) of
the respective taxable periods, and to abide by all record retention agreements
entered into with any taxing authority, and (B) to give the other Party
reasonable written notice prior to transferring, destroying or discarding any
such books and records and, if the other Party so request, the Company or
Sellers, as the case may be, shall allow the other Party to take possession of
such books and records.


(ii)                                  Buyer
and Sellers further agree, upon request, to use their best efforts to obtain
any certificate or other document from any Governmental Authority or any other
Person as may be necessary to mitigate, reduce or eliminate any Tax that could
be imposed (including, but not limited to, with respect to the transactions
contemplated hereby).


(iii)                               Buyer
and Sellers further agree, upon request, to provide the other Party with all
reasonably requested information related to Taxes that either Party may be
required to report to any Governmental Authority.


(f)                                    Buyer
shall notify Sellers in writing within five (5) Business Days after receipt by
Buyer or the Company of any notice of audit or request for information
regarding any Taxes and upon notice of any determination of liability for Taxes
from an official inquiry, examination, audit or proceeding (each, a “Tax
Determination”) regarding any Tax Return related to a period that ends on
or prior to the Closing Date.  Sellers
shall have the right to exercise control, on behalf of the Company for any such
Tax Return, and at its own expense, at any time over the handling, disposition
or settlement of any issue raised in any such Tax Determination, if and to the
extent the disposition or settlement would be reasonably expected to result in
a liability to the Company or Sellers. 
Buyer and the Company shall cooperate with Sellers, as reasonably
requested in connection with any such Tax Determination.


(g)                                 Sellers
shall notify Buyer in writing within five (5) Business Days after receipt by
Sellers of any Tax Determination regarding any Tax Return for the Straddle Period
or any period thereafter.  Sellers, on
behalf of the Company, for any pre-Closing period, and Buyer, on behalf of the
Company, with respect to any post-Closing period, in each case, at its own
respective expense, shall have the right to exercise control at any time over
the handling, disposition or settlement of any issue raised in any such Tax
Determination regarding any Straddle Period, if and to the extent the
disposition or settlement would be reasonably expected to result in a liability
to the Company for such period.  Buyer
and the Company shall cooperate with Sellers, as reasonably requested, in
connection with any such Tax Determination.



 26
 









(h)                                 Sellers
and Buyer shall cooperate with each other in allocating the Purchase Price
among the classes of assets of the Company for any Tax purposes.  To the extent requested by Buyer, within 120
days after the Closing Date, Sellers and Buyer shall agree on an allocation of
such Purchase Price among the classes of assets of the Company to be reported
to any Governmental Authority.


6.6                                 Noncompete.  In partial consideration of the Purchase
Price:


(a)                                  Each
Seller agrees that for the five (5) year period following the Closing Date (the
“Noncompete Period”), he shall not, directly or indirectly, either for
himself or for any other Person (other than the Company) participate in any
business similar to that of the Company anywhere in Mexico, Central America or
South America, other than on behalf of the Company.  For purposes of this Agreement, the term ‘participate’
includes any direct or indirect interest in any enterprise, whether as an
officer, director, employee, partner, member, sole proprietor, agent,
representative, independent contractor, consultant, franchisor, franchisee,
creditor, lender, owner or otherwise; provided that the term ‘participate’
shall not include ownership of stock of Buyer and of less than 1% of the stock
of a publicly-held corporation whose stock is traded on a national securities
exchange or in the Over-The-Counter market. 
Each Seller agrees that this covenant is reasonable with respect to its
duration, geographical area and scope.


(b)                                 Each
Seller agrees that during the Noncompete Period, such Seller shall not,
directly or indirectly, (i) induce or attempt to induce any employee of the
Company to leave the employ of Company or in any way interfere with the
relationship between Company and any employee thereof, (ii) induce or attempt
to induce any customer or supplier of Company to cease doing business with
Company, (iii) knowingly induce or attempt to induce any employee of Buyer or
any of its Affiliates to leave the employ of Buyer or any of its Affiliates or
in any way interfere with the relationship between Buyer or any of its
Affiliates and any employee thereof, (iii) knowingly induce or attempt to
induce any customer or supplier of Buyer or any of its Affiliates to cease
doing business with Buyer or any of its Affiliates, or (iv) except to the
extent required by applicable Law or in connection with a claim under Article
VIII, use for their own personal benefit, or disclose, communicate or divulge
to, or use for the direct or indirect benefit of any Person, any confidential
information of the Company.


(c)                                  Each
Seller agrees that Buyer would suffer irreparable harm from a breach by such
Seller of any of the covenants or agreements contained in this Section
6.6.  In the event of an alleged or
threatened breach by a Seller of any of the provisions of this Section 6.6,
Buyer or its successors or assigns may, in addition to all other rights and remedies
existing in its favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce or
prevent any violations of the provisions hereof.  To the extent of any breach of this Section
6.6 by any Seller, the Noncompete Period (with respect to such breaching
Seller) shall automatically be extended by the length of such breach.


(d)                                 If,
at the time of enforcement of any of the provisions of this Section 6.6, a
court holds that the restrictions stated therein are unreasonable under the
circumstances then existing, the Parties hereto agree that the maximum period,
scope or geographical area reasonable under such circumstances shall be
substituted for the stated period, scope or area.  



 27
 









Each Seller acknowledges that, without provisions
contained in this Section 6.6, Buyer would have not entered into this
Agreement.


6.7                                 Certain
Taxes.  All transfer, documentary,
sales, use, stamp, registration and other such Taxes and fees (including any
penalties and interest) incurred in connection with this Agreement (including
any corporate-level gains tax triggered by the sale of the Stock), shall be
paid by Sellers when due, and Sellers will, at their own expense, file all
necessary Tax Returns and other documentation with respect to all such
transfer, documentary, sales, use, stamp, registration and other Taxes and fees
and, if required by applicable Law, Buyer will, and will cause its Affiliates
to, join in the execution of any such Tax Returns and other documentation.


6.8                                 Buyer
Board of Directors.  Sellers may, at
their option, designate one (1) individual to stand for election to the Board
of Directors of Buyer, and Buyer will use its commercially reasonable efforts
to have such individual elected.


6.9                                 Contribution
of Working Capital.  Within 10
Business Days following the Closing Date, Buyer will provide the Company with
ONE MILLION U.S. DOLLARS (U.S.$1,000,000) working capital (the “Working
Capital Amount”) to execute the business plans of the Company.


6.10                           Reservation
of Buyer Common Stock.  Buyer will
reserve a sufficient number of shares of Buyer Common Stock for issuance upon
conversion of the Convertible Note.


6.11                           Notification
of Certain Matters.  Each of Buyer,
Sellers and the Company shall give prompt written notice of the occurrence or
non-occurrence of any event which would be likely to cause (i) any
representation or warranty by such Party contained in this Agreement to be
untrue or inaccurate in any material respect, or (ii) any failure by such Party
to comply with or satisfy, or be able to comply with or satisfy, in any
material respect any condition, covenant or agreement to be complied with or
satisfied by it hereunder.


6.12                           Supplementation
and Amendment of Schedules.  From
time to time prior to the Closing, the Company shall have the right to
supplement or amend the Schedules with respect to any matter arising in the
ordinary course of business after the date hereof; provided, however, that all
such supplements or amendments shall be disregarded for purposes of determining
whether the conditions to Buyer’s obligations to close this Agreement contained
in Section 7.1(a) have been satisfied. 
Notwithstanding the foregoing, if the Closing shall occur, then Buyer
shall be deemed to have waived any right or claim pursuant to the terms of this
Agreement or otherwise, including pursuant to Article VIII hereof, with respect
to any and all matters disclosed pursuant to any such supplement or amendment
relating to any event occurring after the date hereof.


6.13                           Audited
Financial Statements.  Within 60 days
following the Closing, Seller shall deliver to Buyer audited balance sheets and
statements of income, operations and cash flows for the fiscal years ended
December 31, 2005 and December 31, 2006 and a review of such
statements for the three months ended March 31, 2007 (and any other required
interim periods) in accordance with Buyer’s disclosure requirements under Form
8-K of the U.S. Securities Exchange Act of 1934, as amended, which
financial statements will be presented in accordance with U.S. GAAP and
otherwise in form and substance reasonably satisfactory to Buyer.



 28
 









6.14                           Legal
Opinion.  As soon as is practicable
following the Closing (but in any event within 10 business days), Buyer shall
be provided a legal opinion customary for acquisitions of the type contemplated
by this Agreement in the United States from counsel to the Company and Sellers
in form and substance satisfactory to Buyer and its counsel.


Article
VII

Closing Conditions


7.1                                 Obligation
of Buyer to Close.  The obligation of
Buyer to close the transactions contemplated hereby shall be subject to the
fulfillment and satisfaction, prior to or at the Closing, of the following
conditions, or the written waiver thereof by Buyer:


(a)                                  Representations
and Covenants.  The representations
and warranties of the Company and Sellers contained in this Agreement shall be
true and correct in all material respects on and as of the Closing Date with
the same force and effect as though made on and as of the Closing Date.  Sellers and the Company shall have performed
and complied in all material respects with all covenants and agreements
required by this Agreement to be performed or complied with by Sellers or the
Company on or prior to the Closing Date.


(b)                                 No
Injunction.  No Court Order shall be
in effect which forbids or enjoins the consummation of the transactions
contemplated by this Agreement, no proceedings for such purpose shall be
pending, and no Law shall have been enacted which prohibits, restricts or
delays the consummation of the transactions contemplated hereby.


(c)                                  Approvals.  All governmental and third party approvals,
consents (including, without limitation, with respect to all leased real
property), permits or waivers necessary for consummation of the transactions
contemplated by this Agreement and any other Transaction Document shall have
been obtained in form and substance reasonably satisfactory to Buyer.


(d)                                 Good
Standing.  Buyer shall have received
good standing certificates, dated within 10 days of the Closing Date, issued by
the appropriate Mexican authorities with respect to the Company.


(e)                                  Material
Adverse Effect.  No Material Adverse
Effect shall have occurred with respect to the Company or Sellers.


(f)                                    Employment
Agreements.  Each of Gregory Cowal,
Francesca Wright de Cowal and
Iliya Zogovic shall have entered into an Employment Agreement with Buyer or the
Company.


(g)                                 Stock
Certificates.  Buyer shall have
received the stock certificates representing the Stock duly endorsed for
transfer and accompanied by any applicable documentary stamp tax.


(h)                                 Other
Document Deliveries.  The Company and
Sellers shall have delivered to Buyer copies of each of the other Transaction
Documents to which they are party 



 29
 









duly executed thereby and such other documents as
Buyer or its counsel may reasonably request to evidence the transactions
contemplated hereby.


7.2                                 Obligation
of Sellers to Close.  The obligation
of Sellers to close the transactions contemplated hereby shall be subject to
the fulfillment and satisfaction, prior to or at the Closing, of the following
conditions, or the written waiver thereof by Sellers:


(a)                                  Representations
and Covenants.  The representations
and warranties of Buyer contained in this Agreement shall be true and correct
in all material respects on and as of the Closing Date with the same force and
effect as though made on and as of the Closing Date.  Buyer shall have performed and complied in
all material respects with all covenants and agreements required by this
Agreement to be performed or complied with by Buyer on or prior to the Closing
Date.


(b)                                 No
Injunction.  No Court Order shall be
in effect which forbids or enjoins the consummation of the transactions
contemplated by this Agreement, no proceedings for such purpose shall be pending,
and no federal, state, local or foreign statute, rule or regulation shall have
been enacted which prohibits, restricts or delays such consummation.


(c)                                  Approvals.  All governmental and third party approvals,
consents, permits or waivers necessary for consummation of the transactions
contemplated by this Agreement shall have been obtained in form and substance
satisfactory to the Company.


(d)                                 Good
Standing.  Sellers shall have
received a Nevada good standing certificate, dated within 10 days of the Closing
Date, with respect to Buyer.


(e)                                  Material
Adverse Effect.  No Material Adverse
Effect shall have occurred with respect to Buyer.


(f)                                    Employment
Agreements.  The Company or Buyer
shall have entered into the Employment Agreements with each of Gregory Cowal,
Francesca Wright de Cowal and
Iliya Zogovic.


(g)                                 Other
Document Deliveries. Buyer shall have delivered to Sellers copies of each
of the other Transaction Documents to which it is party duly executed thereby
and such other documents as Sellers or their counsel may reasonably request to
evidence the transactions contemplated hereby.


(h)                                 Purchase
Price.  Buyer shall have delivered to
Francesca Wright de Cowal the
Cash Purchase Price in immediately available funds and the Convertible Note.


Article
VIII

Indemnification


8.1                                 Indemnification.


(a)                                  By
Sellers.  Each Seller, jointly and
severally, hereby agrees to indemnify, defend and hold harmless Buyer, the
Company, and their respective directors, officers, 



 30
 









employees, 
stockholders, agents, attorneys, representatives, successors and
permitted assigns (collectively, the “Buyer Indemnified Parties”) from
and against any Losses arising from or relating to: (i) any breach of the
representations and warranties made by the Company in this Agreement; (ii) any
breach of the covenants or agreements made by the Company or Sellers in this
Agreement; (iii) any indemnification obligations pursuant to Section 6.5; and
(iv) the payment of 100% of the Purchase Price to Francesca Wright de Cowal (pursuant to Ms. Cowal’s
and Mr. Cowal’s direction herein) despite the fact that 50% of the issued and
outstanding securities of the Company are owned by each of Francesca Wright de Cowal and Gregory
Cowal.  In addition, each Seller,
severally and not jointly, hereby agrees to indemnify, defend and hold harmless
Buyer Indemnified Parties from and against any Losses based upon or arising
from any breach of the representations and warranties of such Seller contained
in Article IV.


(b)                                 By
Buyer.  Following the Closing, Buyer
shall indemnify, defend and hold harmless Sellers at all times from and against
any Losses arising from or relating to: (i) any breach of any representation or
warranty made by Buyer in this Agreement; and (ii) any breach of any covenant
and agreement made by Buyer in this Agreement.


8.2                                 Limitations
of Indemnity.


(a)                                  Notwithstanding
the foregoing, no claim for indemnification under Section 8.1 shall first be
asserted after the two year anniversary of the Closing Date; provided, however,
that (i) a claim for indemnification under Section 3.2 (Corporate Power),
Section 3.6 (Capitalization), Section 4.1 (Ownership of Capital Stock) and
Section 4.2 (Legal Capacity) shall survive indefinitely, and (ii) a claim for
indemnification under Section 3.12 (Welfare Plans), Section 3.13 (Taxes) and
Section 3.19 (Environmental Matters) shall survive until the expiration of the
applicable statute of limitations.


(b)                                 Claims
for indemnification by Buyer under this Article IX shall be reduced to the
extent of any insurance proceeds received by or paid on behalf of the
Indemnitee from any insurance policy in effect immediately prior to the Closing
(the “Pre-Closing Insurance Policies”) (and for clarification, not from
insurance policies bound by Buyer following the Closing with respect to the Company)
covering the occurrence(s) that is or are the basis for such claims.  In addition, where applicable, Buyer agrees
to, and shall cause the Company to, submit all claims covered by the
Pre-Closing Insurance Policies to the respective insurance carrier and pursue
recovery from the insurers under such Pre-Closing Insurance Policies in
accordance with the terms of such policies.


8.3                                 Indemnification
Procedures - Third Party Claims.


(a)                                  The
rights and obligations of a Party claiming a right of indemnification hereunder
(each an “Indemnitee”) from a Party to this Agreement (each an “Indemnitor”)
in any way relating to a Third Party Claim shall be governed by the following
provisions of this Section 8.3:


(i)                                     The
Indemnitee shall give prompt written notice to the Indemnitor of the
commencement of any claim, action suit or proceeding, or any threat thereof, or
any state of facts which Indemnitee determines will give rise to a claim by the
Indemnitee against the



 31















Indemnitor based on the indemnity provisions contained in this
Agreement setting forth, in reasonable detail, the nature and basis of the
claim and the amount thereof, to the extent known, and any other relevant
information in the possession of the Indemnitee (a “Notice of Claim”).  The Notice of Claim shall be accompanied by
any relevant documents in the possession of the Indemnitee relating to the
claim (such as copies of any summons, complaint or pleading which may have been
served and, or any written demand or document evidencing the same).  No failure to give a Notice of Claim shall
affect, limit or reduce the indemnification obligations of an Indemnitor
hereunder, except to the extent such failure actually prejudices such
Indemnitor’s ability successfully to defend the claim, action, suit or
proceeding giving rise to the indemnification claim.


(ii)                                  In
the event that an Indemnitee furnishes an Indemnitor with a Notice of Claim,
then, upon the written acknowledgment by the Indemnitor given to the Indemnitee
within 30 days after receipt of the Notice of Claim, stating that the
Indemnitor is undertaking and will prosecute the defense of the claim under
such indemnity provisions and confirming that based on the information
available as between the Indemnitor and the Indemnitee, the claim covered by
the Notice of Claim is subject to this Article VIII and that the Indemnitor
will be able to pay the full amount of potential liability in connection with
any such claim (including, without limitation, any action, suit or proceeding
and all proceedings on appeal or other review which counsel for the Indemnitee
may reasonably consider appropriate) (an “Indemnification Acknowledgment”),
then the claim covered by the Notice of Claim may be defended by the
Indemnitor, at the sole cost and expense of the Indemnitor; provided, however,
that the Indemnitee is authorized to file any motion, answer or other pleading
that may be reasonably necessary or appropriate to protect its interests during
such 30-day period.  The delivery of an
Indemnification Acknowledgment shall not preclude Indemnitor’s subsequent right
to deny indemnification and Indemnitor’s right to reimbursement of all costs of
any nature incurred, if it is ultimately determined that such claim was not
indemnifiable by Indemnitor.  However, in
the event the Indemnitor does not furnish an Indemnification Acknowledgment to
the Indemnitee or does not offer reasonable assurances to the Indemnitee as to
Indemnitor’s financial capacity to satisfy any final judgment or settlement,
the Indemnitee may, upon written notice to the Indemnitor, assume the defense
(with legal counsel chosen by the Indemnitee) and dispose of the claim, and the
Indemnitor shall be responsible for Indemnitee’s reasonable costs and
expenses.  Notwithstanding receipt of an
Indemnification Acknowledgment, the Indemnitee shall have the right to employ
its own counsel in respect of any such claim, action, suit or proceeding, but
the fees and expenses of such counsel shall be at the Indemnitee’s own cost and
expense, unless (A) the employment of such counsel and the payment of such fees
and expenses shall have been specifically authorized by the Indemnitor in
connection with the defense of such claim, action, suit or proceeding, or (B)
the Indemnitee shall have reasonably concluded based upon a written opinion of
counsel that there may be specific material defenses available to the
Indemnitee which are different from or in addition to those available to the
Indemnitor, in which case the costs and expenses incurred by the Indemnitee for
such counsel shall be borne by the Indemnitor, provided that Indemnitor shall
not be obligated to pay for the costs and expenses of more than one counsel to
the Indemnitee.


(iii)                               The
Indemnitee or the Indemnitor, as the case may be, who is controlling the
defense of the claim, action, suit or proceeding, shall keep the other party
fully informed of such claim, action, suit or proceeding at all stages thereof,
whether or not such party 



 32
 









is represented by counsel.  The Parties hereto agree to render to each
other such assistance as they may reasonably require of each other in order to
ensure the proper and adequate defense of any such claim, action, suit or
proceeding.  Subject to the Indemnitor
furnishing the Indemnitee with an Indemnification Acknowledgment in accordance
with Section 8.3(a)(ii), the Indemnitee shall cooperate with the Indemnitor and
provide such assistance, at the sole cost and expense of the Indemnitor, as the
Indemnitor may reasonably request in connection with the defense of any such
claim, action, suit or proceeding, including, but not limited to, providing the
Indemnitor with access to and use of all relevant corporate records and making
available its officers and employees for depositions, pre-trial discovery and
as witnesses at trial, if required.  In
requesting any such cooperation, the Indemnitor shall have due regard for, and
attempt not to be disruptive of, the business and day-to-day operations of the
Indemnitee and shall follow the requests of the Indemnitee regarding any
documents or instruments which the Indemnitee believes should be given
confidential treatment.


(b)                                 Neither
Party shall make or enter into any settlement of any claim, action, suit or
proceeding which one Party has undertaken to defend, without the other Party’s
prior written consent (which consent shall not be unreasonably withheld,
delayed or conditioned), provided that no consent shall be required if (i)
there is no obligation, directly or indirectly, on the part of such other Party
to contribute to any portion of the payment for any of the Losses, (ii) such
other Party receives a general and unconditional release with respect to the
claim (in form, substance and scope reasonably acceptable to such other Party),
(iii) there is no finding or admission of any violation of law by, or effect on
any other claim that may be made against such other Party and, (iv) in the
reasonable judgment of such other Party, the relief granted in connection
therewith is not likely to have a Material Adverse Effect on such other Party
or its reputation or prospects.


(c)                                  Any
claim for indemnification that may be made under more than one subsection under
Section 8.1 may be made under the subsection that the claiming party may elect
in its sole discretion, notwithstanding that such claim may be made under more
than one subsection.


8.4                                 Indemnification
Procedures - Other Claims, Indemnification Generally.


(a)                                  A
claim for indemnification for any matter not relating to a Third Party Claim
may be asserted by giving reasonable notice directly by the Indemnitee to the
Indemnitor.  The Indemnitee shall afford
the Indemnitor reasonable access to all relevant corporate records and other
information in its possession relating thereto.


(b)                                 If
any Party becomes obligated to indemnify another Party with respect to any
claim for indemnification hereunder and the amount of liability with respect
thereto shall have been finally determined in accordance with this Article
VIII, the Indemnifying Party shall pay such amount to the Indemnified Party in
immediately available funds within ten (10) days following written demand
therefor by the Indemnified Party.  The
indemnifying Party shall not be obligated to pay any amount under this Article
VIII until such final determination. 
Notwithstanding the foregoing, in lieu of receipt of payment from
Sellers, Buyer shall be entitled to elect and amounts payable to it by any
Seller pursuant to this Article VIII against amounts then owed by it to such
Seller pursuant to the terms of such Seller’s Convertible Note.



 33
 









8.5                                 Exclusive
Remedy.  Except as specifically
provided elsewhere herein, the provisions for indemnification set forth in this
Article VIII are the exclusive remedies of Sellers, Buyer and the Company
arising out of or in connection with this Agreement, and shall be in lieu of
any rights under contract, tort, equity or otherwise (other than claims based
on actual fraud or intentional breach of this Agreement).


Article
IX

Miscellaneous


9.1                                 Termination.  Anything herein to the contrary notwithstanding,
this Agreement may be terminated at any time prior to the Closing Date:  (i) by mutual written consent of Buyer and
Sellers; (ii) by either Buyer (if Buyer negotiates in good faith and makes
commercially reasonable efforts to consummate the Closing), or Sellers (if
Sellers negotiate in good faith and makes commercially reasonable efforts to
consummate the Closing), if for any reason the Closing shall not have occurred
on or before 60  days after the date hereof (or
such other date as may be mutually agreed by the Parties); (iii) by either
Buyer or Sellers in the event that a condition to the terminating Party’s
obligations to close the transactions contemplated by this Agreement shall
become incapable of satisfaction, without fault by the terminating Party; (iv)
by Buyer in the event of any occurrence or occurrences, having individually or
in the aggregate, a Material Adverse Effect on the Company or Sellers; or (v)
by the Company, Sellers or Buyer in the event the Board of Directors of the
Company shall have approved a Competing Transaction; provided, however, that no
Party shall be entitled to terminate this Agreement in the event that the
failure of the Closing to occur or any condition to Closing to be satisfied
shall be attributable to such Party’s willful breach of this Agreement.  If this Agreement is terminated pursuant to
this Section 9.1, all rights and obligations of the Parties hereunder shall
terminate, and no Party shall have any liability to the other Party, except for
obligations of the Parties in Sections 9.2, 9.3, 9.7, 9.8 and 9.9, which shall
survive the termination of this Agreement, and except that nothing herein will
relieve any Party from liability for any willful breach of this Agreement prior
to such termination.


9.2                                 Publicity.
 Except as required by law, no press
release or other public announcement concerning this Agreement or the
transactions contemplated hereby shall be made without advance written approval
thereof by the Company, Sellers and Buyer, which approval shall not unreasonably
be withheld.


9.3                                 Expenses.  The Company and each Seller, on the one hand,
and Buyer, on the other hand, shall bear all of their own expenses in
connection with the execution, delivery and performance of this Agreement and
the transactions contemplated hereby, including without limitation all fees and
expenses of its agents, representatives, counsel and accountants.  Notwithstanding the foregoing, Buyer shall
reimburse the Company for any reasonable expenses incurred by the Company in
connection with the Form 8-K compliant financial statements to be delivered by
the Company pursuant Section 7.1(k) which are in excess the expenses ordinarily
incurred by the Company in preparing its financial statements for such periods.


9.4                                 Entire
Agreement; Amendments and Waivers. 
This Agreement, together with all Exhibits and Disclosure Schedules
hereto and the other Transaction Documents, constitutes the entire agreement
among the Parties pertaining to the subject matter hereof and supersedes all 



 34
 









prior agreements, understandings, negotiations and
discussions, whether oral or written, of the Parties, except that the
Confidentiality Agreement and the confidentiality provisions of the Letter of
Intent shall survive and continue in full force and effect until the Closing.  This Agreement may not be amended or modified
except by an instrument in writing signed by Buyer and the Representative.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver unless otherwise expressly provided. 
Neither the failure nor the delay by any Party in exercising any right,
power or privilege hereunder shall operate as a waiver of such right, power or
privilege, and no single or partial exercise of any such right, power or
privilege shall preclude any other or further exercise of any such right, power
or privilege or the exercise of any other right, power or privilege.  To the maximum extent permitted by applicable
Law, (a) no waiver that may be given by a Party shall be applicable except in
the specific instance for which it was given and (b) no notice to or demand on
one Party shall be deemed to be a waiver of any obligation of such Party or the
right of the Party giving such notice or demand to take further action without
notice or demand as provided in this Agreement or the other Transaction
Documents.


9.5                                 Notices.  All notices, demands and other communications
to be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given (i) when delivered if
personally delivered by hand (with written confirmation of receipt), (ii) when
received if sent by a nationally recognized overnight courier service (receipt
requested), or (iii) when receipt is acknowledged by an affirmative act of the
Party receiving notice, if sent by facsimile, telecopy or other electronic
transmission device (provided that such an acknowledgement does not include an
acknowledgment generated automatically by a facsimile or telecopy machine or
other electronic transmission device). 
Notices, demands and communications to Buyer, Seller and the Company
will, unless another address is specified in writing, be sent to the address
indicated below:


If to Buyer, to:


Nascent Wine
Company, Inc.


2355 Paseo de Las
Americas


San Diego,
California  92154


Attention:  Sandro Piancone, CEO


Telephone:                                  (619)
661-0458


Facsimile:                                          (619)
661-97345


with a copy (which shall not serve as notice) to:


Brownstein Hyatt
Farber Schreck, P.C.


410 17th Street,
Suite 2200


Denver,
Colorado  80202


Attention:  Adam Agron


Telephone:                                (303) 223-1100


Facsimile:                                        (303)
223-1111



 35
 









If to the Company to:


Grupo Sur
Promociones de Mexico, S.A. de C.V.


Lago Bolsena #209,
Los Manzanos


C.P. 11460,
Mexico, DF


Attention:  Gregory Cowal, President and CEO


Telephone:                                  12
53 00 00


Facsimile:                                          [               ]


with a copy (which shall not serve as notice) to:


Hacienda del Ciervo #39 Dpto. 002

Hacienda de las Palmas

Huixquilucan Edo. Mexico CP 2763 

Telephone:                                  52
47 27 69

Facsimile:                                          [               ]


or at such other address or addresses Buyer, the
Company or Sellers, as the case may be, may specify by written notice given in
accordance with this Section 9.5.


9.6                                 Waivers
and Amendments.  This Agreement may
be amended, superseded, canceled, renewed or extended and the terms hereof may
be waived only by a written instrument signed by the Parties or, in the case of
a waiver, by the Party waiving compliance.


9.7                                 Governing
Law.  IN ALL RESPECTS, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF NEVADA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE
(WITHOUT REGARD TO THE CHOICE OF LAW OR CONFLICTS OF LAW PROVISIONS THEREOF)
AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.


9.8                                 Consent
to Jurisdiction and Venue.  THE
PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT AND AGREE THAT ALL
ACTIONS, SUITS OR OTHER PROCEEDINGS ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE TRIED AND LITIGATED IN STATE OR FEDERAL COURTS LOCATED IN
THE STATE OF NEVADA, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY AND ALL CLAIMS, CONTROVERSIES AND DISPUTES ARISING OUT OF OR
RELATED TO THIS AGREEMENT. 
NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 9.8
SHALL PRECLUDE BUYER FROM BRINGING ANY ACTION, SUIT OR OTHER PROCEEDING IN THE
COURTS OF ANY OTHER LOCATION WHERE THE COMPANY OR SELLERS OR ANY ONE OF THEM OR
ANY OF ITS OR THEIR ASSETS OR THE COLLATERAL MAY BE FOUND OR LOCATED OR TO
ENFORCE ANY JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER.



 36
 









EACH OF THE COMPANY AND EACH SELLER, FOR ITSELF AND ITS PROPERTY, (A)
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT AND CONSENTS IN
ADVANCE TO SUCH JURISDICTION IN ANY ACTION, SUIT OR OTHER PROCEEDING COMMENCED
IN ANY SUCH COURT, (B) WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM
NON CONVENIENS OR ANY OBJECTION THAT SUCH PERSON MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION OR IMPROPER VENUE AND (C) CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.


TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAWS OF ANY SUCH
JURISDICTION, EACH OF THE COMPANY AND EACH SELLER HEREBY WAIVES, IN RESPECT OF
ANY SUCH ACTION, SUIT OR OTHER PROCEEDING, THE JURISDICTION OF ANY OTHER COURT
OR COURTS THAT NOW OR HEREAFTER, BY REASON OF SUCH PARTY’S PRESENT OR FUTURE
DOMICILE, OR OTHERWISE, MAY BE AVAILABLE TO IT.


9.9                                 Waiver
of Trial by Jury.  BECAUSE DISPUTES
ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS.  THEREFORE, TO ACHIEVE
THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION,
AND UNDERSTANDING THEY ARE WAIVING A CONSTITUTIONAL RIGHT, EACH OF THE PARTIES
HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL
BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING BASED UPON, ARISING OUT OF OR
IN ANY WAY RELATING TO (a) THIS AGREEMENT, INCLUDING ANY PRESENT OR FUTURE
AMENDMENT HEREOF, OR ANY OF THE TRANSACTIONS CONTEMPLATED BY OR RELATED TO THIS
AGREEMENT, OR (b) ANY CONDUCT, ACT OR OMISSION OF THE PARTIES OR THEIR
AFFILIATES (OR ANY OF THEM) WITH RESPECT TO THIS AGREEMENT, INCLUDING ANY
PRESENT OR FUTURE AMENDMENT HEREOF, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, REGARDLESS OF WHICH PARTY INITIATES SUCH ACTION, SUIT OR OTHER
PROCEEDING; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH ACTION,
SUIT OR OTHER PROCEEDING SHALL BE DECIDED BY A COURT TRIAL WITHOUT A JURY, AND
THAT ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF
ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.


9.10                           Counterparts.  This Agreement may be executed in two or more
counterparts (delivery of which may occur via facsimile), each of which shall
be binding as of the date first written above, and, when delivered, all of
which shall constitute one and the same instrument.  A facsimile signature or electronically
scanned copy of a signature shall constitute and shall be 



 37
 









deemed to be sufficient evidence of a Party’s
execution of this Agreement, without necessity of further proof.  Each such copy shall be deemed an original,
and it shall not be necessary in making proof of this Agreement to produce or
account for more than one such counterpart.


9.11                           Invalidity.  If any term or other provision of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal
or incapable of being enforced under any applicable Law in any particular
respect or under any particular circumstances, then, so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any Party, (a) such term or provision shall
nevertheless remain in full force and effect in all other respects and under
all other circumstances, and (b) all other terms, conditions and provisions of
this Agreement shall remain in full force and effect.  Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the Parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the Parties as closely as possible in an acceptable manner
so that the transactions contemplated hereby are fulfilled to the fullest
extent possible.


9.12                           Negotiated
Agreement.  The Parties hereby
acknowledge that the terms and language of this Agreement were the result of
negotiations among the Parties and, as a result, there shall be no presumption
that any ambiguities in this Agreement shall be resolved against any particular
Party.  Any controversy over construction
of this Agreement shall be decided without regard to events of authorship or
negotiation.


9.13                           Assignment.  This Agreement shall inure to the benefit of,
and be binding upon, the Parties and their respective successors and permitted
assigns.  In addition, it is the intent
of the Parties that the Indemnitees that are not a party hereto be third party
beneficiaries of Article VIII.  No Party
may assign, transfer or delegate any of their rights and obligations hereunder
or any interest herein or therein, by operation of law or otherwise, without
the prior written consent of the other Parties; provided, however, that Buyer
may assign its rights and obligations under this Agreement to a successor to
Buyer’s business.


9.14                           Further
Assurances.  From time to time after
the Closing, each Party will timely execute and deliver to the other such
instruments of sale, transfer, conveyance, assignment and delivery, and such
consents, assurances, powers of attorney and other instruments, as may be
reasonably requested by such Party or its counsel in order to carry out the
purpose and intent of this Agreement.


[Remainder
of Page Intentionally Left Blank]



 38














IN WITNESS WHEREOF, the Parties hereto have executed
this Agreement as of the date first above written.


	
  

  	
  BUYER:

  
	
   

  	
   

  
	
   

  	
  NASCENT WINE COMPANY, INC., a Nevada 

  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sandro Piancone

  	
   

  
	
   

  	
   

  	
  Sandro Piancone

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SELLERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gregory Cowal

  	
   

  
	
   

  	
  Gregory Cowal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Francesca Wright de Cowal

  	
   

  
	
   

  	
  Francesca Wright de Cowal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE COMPANY:

  
	
   

  	
   

  
	
   

  	
  GRUPO SUR PROMOCIONES DE MEXICO, 

  S.A. de C.V., a Mexican corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Francesca Wright de Cowal

  	
   

  
	
   

  	
   

  	
  Francesca Wright de Cowal

  
	
   

  	
   

  	
  President

  












Schedule
A


Sellers;
Stock


	
   

  	
   

  	
  Shares

  Owned

  	
   

  	
  Share of Cash 

  Purchase Price

  	
   

  	
  Principal 

  Amount of 

  Convertible Note

  	
   

  	
  Wire Instructions

  	
   

  
	
  Gregory Cowal

  	
   

  	
  50

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  —

  	
   

  
	
  Francesca Wright de Cowal

  	
   

  	
  50

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  $

  	
  3,500,000

  	
   

  	
  To be provided