AGREEMENT AND PLAN OF MERGER





                                  BY AND AMONG

                            EUROPA TRADE AGENCY LTD.,

                           IRONCLAD MERGER CORPORATION

                                       AND

                      IRONCLAD PERFORMANCE WEAR CORPORATION





                           DATED AS OF APRIL 20, 2006





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                         AGREEMENT AND PLAN OF MERGER

         This AGREEMENT AND PLAN OF MERGER ("AGREEMENT") made this 20th day of
April, 2006 is entered into by and among Europa Trade Agency Ltd., a Nevada
corporation ("EUTA"), Ironclad Merger Corporation, a California corporation and
wholly-owned subsidiary of EUTA ("MERGERCO"), and Ironclad Performance Wear
Corporation, a California corporation ("IRONCLAD"). EUTA, MergerCo and Ironclad
are sometimes referred to herein individually as a "PARTY" and collectively as
the "PARTIES."

                                    RECITALS:

         A. The Parties intend to effect the acquisition of Ironclad by EUTA
through the statutory merger of MergerCo with and into Ironclad in accordance
with this Agreement and the CGCL, upon the consummation of which MergerCo will
cease to exist as a separate entity and Ironclad will survive as a wholly-owned
subsidiary of EUTA. The Parties intend this transaction to be treated as a
reorganization under Section 386(a) of the Code.

         B. The respective Boards of Directors of each of the Parties have (i)
determined that this Agreement and the transactions contemplated hereby,
including the Merger (as defined below), are advisable and in the best interests
of their respective shareholders, and (ii) adopted this Agreement and the
transactions contemplated hereby.

         C. The Parties desire to make certain representations, warranties,
covenants and agreements in connection with the Merger and also to prescribe
various conditions to the Merger.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the representations, warranties,
covenants and agreements contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficient of which are hereby
acknowledged, the parties hereto agree as follows:

1.       DEFINITIONS.

         1.1      CERTAIN DEFINITIONS.  The following terms used herein, as used
in this Agreement, shall have the following meanings:

                  "AFFILIATE" of any specified Person means any other Person
directly or indirectly Controlling or Controlled by or under direct or indirect
common Control with such specified Person.

                  "BENEFIT PLAN" means any collective bargaining agreement or
any bonus, pension, profit sharing, deferred compensation, incentive
compensation, stock ownership, stock purchase, phantom stock, retirement,
vacation, severance, disability, death benefit, hospitalization, medical or
other plan, arrangement or understanding (whether or not legally binding) under
which a Party to this Agreement currently has an obligation to provide benefits
to any current or former employee, officer or director of such Party.

                  "CGCL" means the California General Corporation Law.


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                  "CODE" means the Internal Revenue Code of 1986, as amended.

                  "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.

                  "EFFECTIVE TIME" means the date and time the Merger becomes
effective as specified in the Certificate of Merger or as otherwise provided in
accordance with the CGCL.

                  "EUTA COMMON STOCK" means the Common Stock, par value $0.001
per share, of EUTA.

                  "EUTA REORGANIZATION" shall mean a transaction or series of
transactions pursuant to which certain shares of the outstanding capital stock
of EUTA are cancelled for adequate consideration and the remaining capital stock
is subsequently subject to a stock split, substantially on the terms outlined on
EXHIBIT B, such that the representations and warranties of EUTA contained in
SECTION 4.3.1 shall be true and correct in all material respects as of the
Closing Date.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXCHANGE RATIO" means the Ironclad Common Stock Exchange
Ratio, the Ironclad Series A Preferred Stock Exchange Ratio, or Ironclad Series
B Preferred Stock Exchange Ratio, as applicable.

                  "FULLY-DILUTED IRONCLAD COMMON STOCK" means those shares of
Ironclad Common Stock (a) issued and outstanding at the Closing Date; (b)
issuable upon conversion of all Ironclad Series A Preferred Stock and Ironclad
Series B Preferred Stock issued and outstanding at the Closing Date, (c)
issuable upon the exercise of all options to purchase Ironclad Common Stock
issued and outstanding at the Closing Date; (d) issuable upon the exercise of
all warrants to purchase Ironclad Common Stock issued and outstanding at the
Closing Date; and (e) issuable upon the conversion of all shares of Ironclad
Series A Preferred Stock and Ironclad Series B Preferred Stock issuable upon the
exercise of warrants to purchase Ironclad Series A Preferred Stock and Ironclad
Series B Preferred Stock issued and outstanding as of the Closing Date.

                  "GAAP" means generally accepted accounting principles as
applied in the United States of America.

                  "GOVERNMENTAL ENTITY" means any national, state, municipal, or
other government or any court, administrative or regulatory agency or
organization (including without limitation, any self-regulatory organization),
or commission or other governmental authority or agency, domestic or foreign,
including without limitation, the National Association of Securities Dealers and
the NASDAQ Stock Market.

                  "INTELLECTUAL PROPERTY" means any and all United States and
foreign: (i) patent registrations and patent applications (including all
reissues, divisions, continuations, continuations-in-part, extensions and
reexaminations) and all rights therein and all improvements


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to the inventions disclosed in each such registration or application, (ii)
trademarks, service marks, trade dress, trade names and corporate names, whether
or not registered, including but not limited to all common law rights, and
registrations and applications for registration thereof, (iii) copyrights
(including but not limited to copyrights on designs) (registered or otherwise)
and registrations and applications for registration thereof, (iv) computer
software, including, without limitation, source code, operating systems and
specifications, data, data bases, files, documentation and other materials
related thereto, data and documentation, (v) trade secrets and confidential
technical and business information (including but not limited to formulas,
compositions, and inventions reduced to practice, whether or not patentable),
(vi) confidential technology (including know-how and show-how), manufacturing
and production processes and techniques, research and development information,
drawings, specifications, designs, plans, proposals, technical data,
copyrightable works, financial, marketing and business data, pricing and cost
information, business and marketing plans and customer and supplier lists and
information, (vii) any right arising under any law providing protection to
industrial or other designs, (viii) all rights to obtain and rights to apply for
patents, and to register trademarks and copyrights, and (ix) all rights to sue
or recover and retain damages and costs and attorneys fees for present and past
infringement of any of the foregoing.

                  "IRONCLAD COMMON STOCK EXCHANGE RATIO" means a number equal
to: the quotient of X divided by Y, where X is the number of shares of EUTA
Common Stock constituting the Merger Consideration, and Y is the number of
shares of Fully Diluted Ironclad Common Stock, as adjusted to reflect
appropriately the effect of any stock split, reverse stock split, stock dividend
(including any dividend or distribution of securities convertible into EUTA
Common Stock), reorganization, recapitalization, reclassification or other like
change with respect to EUTA Common Stock occurring on or after the date hereof
and prior to the Effective Time.

                  "IRONCLAD COMMON STOCK" means the Common Stock of Ironclad.

                  "IRONCLAD PREFERRED STOCK" means the Ironclad Series A
Preferred Stock and Ironclad Series B Preferred Stock.

                  "IRONCLAD SERIES A PREFERRED EXCHANGE RATIO" means a number
equal to: the quotient of X divided by Y, where X is the number of shares of
EUTA Common Stock constituting the Merger Consideration , and Y is the number of
shares of Fully Diluted Ironclad Common Stock, as adjusted to reflect
appropriately the effect of any stock split, reverse stock split, stock dividend
(including any dividend or distribution of securities convertible into EUTA
Common Stock), reorganization, recapitalization, reclassification or other like
change with respect to EUTA Common Stock occurring on or after the date hereof
and prior to the Effective Time.

                  "IRONCLAD SERIES B PREFERRED EXCHANGE RATIO" means a number
equal to: 1.031 multiplied by the quotient of X divided by Y, where X is the
number of shares of EUTA Common Stock constituting the Merger Consideration, and
Y is the number of shares of Fully Diluted Ironclad Common Stock, as adjusted to
reflect appropriately the effect of any stock split, reverse stock split, stock
dividend (including any dividend or distribution of securities convertible into
EUTA Common Stock), reorganization, recapitalization, reclassification or other


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like change with respect to EUTA Common Stock occurring on or after the date
hereof and prior to the Effective Time.

                   "IRONCLAD SERIES A PREFERRED STOCK" means the Series A
Preferred Stock of Ironclad.

                  "IRONCLAD SERIES B PREFERRED STOCK" means the Series B
Preferred Stock of Ironclad.

                  "IRONCLAD SHARES" means, collectively, the Ironclad Common
Stock, Ironclad Series A Preferred Stock, and Ironclad Series B Preferred Stock.

                  "IRONCLAD SHAREHOLDERS" means, collectively, the holders of
the Ironclad Common Stock, Ironclad Series A Preferred Stock, and Ironclad
Series B Preferred Stock.

                  "LICENSES" means all notifications, licenses, permits
(including, without limitation, environmental, construction and operation
permits), franchises, certificates, approvals, exemptions, classifications,
registrations and other similar documents and authorizations issued by a
Governmental Entity, and applications therefor.

                  "LIENS" mean all mortgages, liens, pledges, security
interests, charges, claims, restrictions and encumbrances of any nature
whatsoever.

                  "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" means,
when used in respect to Ironclad or EUTA, any change or effect that either
individually or in the aggregate with all other such changes or effects is
materially adverse to the business, assets, properties, condition (financial or
otherwise) or results of operations of such Party and its Subsidiaries taken as
a whole.

                  "MERGER" means the merger of MergerCo with and into Ironclad
pursuant to this Agreement and the CGCL.

                  "MERGERCO COMMON STOCK" means the Common Stock of MergerCo.

                  "MERGER CONSIDERATION" means nineteen million seven hundred
six thousand three hundred fifty-three (19,706,353) shares of EUTA Common Stock
issued as of the Effective Time.

                  "PERSON" means any individual, corporation, partnership,
limited liability company, joint venture, trust, unincorporated organization,
government or any agency or political subdivision thereof or other entity.

                  "SEC" means the United States Securities and Exchange
Commission.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SUBSIDIARY" of any Person means another Person, an amount of
the voting securities, other voting ownership or voting partnership interests of
another Person, which are


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sufficient to elect at least a majority of such other Person's board of
directors or other governing body (or, if there are no such voting interests,
fifty percent (50%) or more of such other Person's equity interests).

                  "TAXES" means all taxes, assessments, charges, duties, fees,
levies or other governmental charges (including interest, penalties or additions
associated therewith), including income, franchise, capital stock, real
property, personal property, tangible, withholding, employment, payroll, social
security, social contribution, unemployment compensation, disability, transfer,
sales, use, excise, gross receipts, value-added and all other taxes of any kind
for which a Person may have any liability imposed by any Governmental Entity,
whether disputed or not, and any charges, interest or penalties imposed by any
Governmental Entity.

                  "TAX RETURN" means any report, return, declaration or other
information required to be supplied to a Governmental Entity in connection with
Taxes, including estimated returns and reports of every kind with respect to
Taxes.

         1.2      OTHER  DEFINITIONS.  The  following  terms are  defined in the
following sections of this Agreement:

DEFINED TERM                                                          SECTION
------------                                                          -------
14f-1 Information Statement.....................................        6.2
2005 Stock Incentive Plan.......................................        3.3
Acquisition Proposal............................................        6.7
Agreement.......................................................     Preamble
Assumed Option and Warrant......................................       2.9.8
Cash Reserve....................................................        4.8
Certificate of Merger...........................................        2.3
Certificates....................................................      2.10.1
Closing.........................................................        2.2
Closing Date....................................................        2.2
Equity Financing................................................       7.3.8
EUTA Contracts..................................................       4.20
EUTA Disclosure Schedule........................................         4
EUTA SEC Documents..............................................       4.6.1
EUTA's Accountant...............................................        6.2
Ironclad........................................................     Preamble
Ironclad Contracts..............................................       3.14
Ironclad Disclosure Schedule....................................         3
Ironclad Financial Statements...................................        3.6
Ironclad Intellectual Property..................................       3.18
Ironclad Shareholders' Approval.................................       3.28
Ironclad Subsidiaries...........................................        3.2
Letter of Transmittal...........................................      2.10.1
MergerCo........................................................     Preamble
Merger Consideration Shares.....................................       2.9.1
Merger Consideration Reserved Shares............................       2.9.1
Merger Expenses Closing Payment.................................       6.12


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Merger Share Certificate........................................      2.10.2
NASD............................................................        4.9
OTC BB..........................................................        4.9
Party(ies)......................................................     Preamble
Pre-Closing Obligations.........................................       6.11
Press Release...................................................        6.3
Pro Forma Financial Statements..................................        6.4
Resignations....................................................        6.1
Secretary of State..............................................        2.3
2005 Stock Incentive Plan.......................................       4.14
Surviving Corporation...........................................        2.1
Terminated EUTA Contracts.......................................       4.20
Transaction Form 8-K............................................        6.3


2. THE MERGER.

         2.1 THE MERGER. Upon the terms and subject to the conditions set forth
in this Agreement, and in accordance with the CGCL, MergerCo shall be merged
with and into Ironclad at the Effective Time. At the Effective Time, the
separate existence of MergerCo shall cease, and Ironclad shall continue as the
surviving corporation following the Merger (the "SURVIVING CORPORATION"). The
corporate existence of Ironclad, with all its purposes, rights, privileges,
franchises, powers and objects, shall continue unaffected and unimpaired by the
Merger and, as the Surviving Corporation, it shall be governed by the laws of
the State of California. As a result of the Merger, the outstanding shares of
capital stock of Ironclad and MergerCo shall be converted or cancelled in the
manner provided in SECTION 2.9.

         2.2 CLOSING. Unless this Agreement shall have been terminated and the
transactions herein contemplated shall have been abandoned pursuant to SECTION
8.1 and subject to the satisfaction or waiver (where applicable) of the
conditions set forth in SECTION 7, the closing of the Merger (the "CLOSING")
will take place at 10:00 a.m. on the first business day after satisfaction of
the conditions set forth in SECTION 7 (or as soon as practicable thereafter
following satisfaction or waiver of the conditions set forth in SECTION 7) (the
"CLOSING DATE"), at the offices of Stubbs Alderton & Markiles, LLP, unless
another date, time or place is agreed to in writing by the parties hereto.

         2.3 ACTIONS AND DELIVERIES AT CLOSING. An agreement of merger in the
form attached hereto as EXHIBIT C (the "CERTIFICATE OF MERGER") shall be duly
prepared and executed, and shall be filed with the Secretary of State of the
State of California (the "SECRETARY OF STATE") in accordance with the CGCL on
the Closing Date. The Merger shall become effective upon the filing of the
Certificate of Merger with the Secretary of State, or at such other time as is
permissible in accordance with the CGCL and as EUTA and Ironclad shall agree
should be specified in the Certificate of Merger. In addition, at the Closing,

                  2.3.1    Ironclad will deliver to EUTA:


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                           (a)      An officers' certificate, substantially in
                                    the form of EXHIBIT D, duly executed on
                                    Ironclad's behalf, as to whether each
                                    condition specified in SECTIONS 7.2.1
                                    through 7.2.7, has been satisfied in all
                                    respects.

                           (b)      A Secretary's certificate, substantially in
                                    the form of EXHIBIT E, duly executed on
                                    Ironclad's behalf.

                           (c)      A legal opinion of counsel to Ironclad,
                                    substantially in the form of EXHIBIT F
                                    hereto.

                  2.3.2    EUTA will deliver to Ironclad:

                           (a)      An officers' certificate, substantially in
                                    the form of EXHIBIT G, duly executed on EUTA
                                    and MergerCo's behalf, as to whether each
                                    condition specified in SECTIONS 7.3.1
                                    through 7.3.6 and 7.3.12 has been satisfied
                                    in all respects.

                           (b)      A Secretary's certificate, substantially in
                                    the form of EXHIBIT H, duly executed on each
                                    of EUTA's and MergerCo's behalf.

                           (c)      A legal opinion of counsel to EUTA, in a
                                    form acceptable to Ironclad, in its sole
                                    discretion.

         2.4 EFFECTS OF THE MERGER. Subject to the foregoing, the effects of the
Merger shall be as provided in the applicable provisions of the CGCL. At the
Effective Time all MergerCo's property, rights, privileges, powers, and
franchises will vest in the Surviving Corporation, and all debts, liabilities,
and duties of MergerCo will become the Surviving Corporation's debts,
liabilities, and duties.

         2.5      GOVERNING  DOCUMENTS OF THE SURVIVING  CORPORATION.  As of the
Effective  Time,  by virtue of the Merger and  without any action on the part of
the Parties:

                  2.5.1    ARTICLES   OF   INCORPORATION.    The   Articles   of
                           Incorporation of the Surviving  Corporation  shall be
                           amended and  restated in its  entirety to read as set
                           forth on EXHIBIT J hereto; and

                  2.5.2    BYLAWS. The Bylaws of Ironclad, as in effect
                           immediately prior to the Effective Time, will be the
                           Surviving Corporation's Bylaws until thereafter
                           amended.

         2.6 DIRECTORS OF THE SURVIVING CORPORATION. At the Effective Time, the
Board of Directors of the Surviving Corporation shall consist of R.D. Peter
Bloomer, Eduard Jaeger, Scott Alderton and Vane P. Clayton, who shall serve as
the directors of the Surviving Corporation, each of such directors to hold
office, subject to the applicable provisions of the Articles of Incorporation
and Bylaws of the Surviving Corporation, in each case, until their respective
successors shall have been elected and qualified or until otherwise provided by
law. All other directors of MergerCo immediately prior to the Effective Time
shall resign, effective as of the Effective Time.


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         2.7      OFFICERS OF THE SURVIVING  CORPORATION.  At the Effective Time
the officers of MergerCo  immediately  prior to the Effective Time shall resign,
effective  as of the  Effective  Time,  and shall be replaced  by the  following
individuals:

             Eduard Jaeger...............  President and Chief Executive Officer
             Thomas E. Walsh.............  Chief Financial Officer
             Thomas Krieg................  Secretary
             Rhonda Hoffarth.............  Chief Operating Officer

who shall serve as officers of the Surviving Corporation subject to the
applicable provisions of the Articles of Incorporation and Bylaws of the
Surviving Corporation, in each case, until their respective successors shall
have been duly appointed or until otherwise provided by law.

         2.8. EFFECT ON CAPITAL STOCK OF MERGERCO. At the Effective Time, by
virtue of the Merger and without any action on the part of the holder thereof,
each share of MergerCo Common Stock issued and outstanding immediately prior to
the Effective Time shall automatically be converted into and become one validly
issued, fully paid and nonassessable share of Common Stock of the Surviving
Corporation.

         2.9. EFFECT ON CAPITAL STOCK OF IRONCLAD. At the Effective Time, by
virtue of the Merger and without any action on the part of the holder thereof:

                  2.9.1.   AGGREGATE  CONSIDERATION  TO BE  RECEIVED BY IRONCLAD
                           SHAREHOLDERS.  The  aggregate  merger  consideration,
                           which  shall  include  (a) the shares to be issued at
                           the  Effective  Time to  Ironclad  Shareholders  (the
                           "MERGER CONSIDERATION SHARES") plus (b) the number of
                           shares to be reserved  for  issuance by EUTA upon the
                           exercise of any Assumed  Options  and  Warrants  (the
                           "MERGER CONSIDERATION RESERVED SHARES"), will be that
                           number of fully  paid,  nonassessable  shares of EUTA
                           Common Stock  constituting the Merger  Consideration.
                           To the  extent  necessary,  the  Parties  shall  make
                           appropriate   adjustment   to  the  Ironclad   Common
                           Exchange Ratios, Ironclad Series A Preferred Exchange
                           Ratio, or Ironclad Series B Preferred Exchange Ratio,
                           as  applicable,  to ensure that the sum of the Merger
                           Consideration   Shares   and   Merger   Consideration
                           Reserved   Shares   shall  be  equal  to  the  Merger
                           Consideration.

                  2.9.2    CONVERSION OF IRONCLAD COMMON STOCK.  Each issued and
                           outstanding  share of Ironclad  Common  Stock  (other
                           than shares of Ironclad  Common  Stock,  if any, that
                           are held by EUTA or MergerCo) shall be converted into
                           the right to  receive  that  number of fully paid and
                           nonassessable  shares of EUTA  Common  Stock equal to
                           the Ironclad Common  Exchange  Ratio,  subject in all
                           respects to SECTION 2.9.1.

                  2.9.3    CONVERSION OF IRONCLAD SERIES A PREFERRED STOCK. Each
                           issued and  outstanding  share of  Ironclad  Series A
                           Preferred Stock (other than shares of Ironclad Series
                           A Preferred  Stock,  if any, that are held by EUTA or
                           MergerCo)  shall  be  converted  into  the  right  to
                           receive  that number of fully paid and  nonassessable
                           shares of EUTA  Common  Stock  equal to the  Ironclad
                           Series A  Preferred  Exchange  Ratio,  subject in all
                           respects to SECTION 2.9.1.

                  2.9.4    CONVERSION OF IRONCLAD SERIES B PREFERRED STOCK. Each
                           issued and outstanding share of Ironclad Series B
                           Preferred Stock (other than shares of Ironclad Series
                           B


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                           Preferred Stock, if any, that are held by EUTA or
                           MergerCo) shall be converted into the right to
                           receive that number of fully paid and nonassessable
                           shares of EUTA Common Stock equal to the Ironclad
                           Series B Preferred Exchange Ratio, subject in all
                           respects to SECTION 2.9.1.

                  2.9.5    CANCELLATION OF TREASURY SHARES AND SHARES HELD BY
                           EUTA. Any and all Ironclad Shares owned by EUTA or
                           MergerCo or held in the treasury of Ironclad shall be
                           cancelled and cease to exist at the Effective Time,
                           and no consideration shall be paid with respect
                           thereto.

                  2.9.6    NO FRACTIONAL  SHARES.  No fractional  shares of EUTA
                           Common  Stock shall be issued in the  Merger.  If the
                           number of shares a holder of  Ironclad  Shares  holds
                           immediately  prior to the Closing  multiplied  by the
                           applicable   exchange   ratio  would  result  in  the
                           issuance of a fractional  share of EUTA Common Stock,
                           that  product  will be  rounded  down to the  nearest
                           whole  number of shares of EUTA Common Stock if it is
                           less than the fraction of one-half of one (0.5) share
                           of EUTA  Common  Stock or rounded  up to the  nearest
                           whole  number of shares of EUTA  Common  Stock if the
                           said product is equal to or greater than the fraction
                           of one-half of one (0.5) share of EUTA Common Stock.

                  2.9.7    CANCELLATION AND RETIREMENT OF IRONCLAD SHARES. As of
                           the Effective  Time,  all Ironclad  Shares issued and
                           outstanding  immediately  prior to the Effective Time
                           shall   no   longer   be   outstanding    and   shall
                           automatically  be  cancelled  and  retired  and shall
                           cease to  exist,  and each  holder  of a  certificate
                           representing  any such Ironclad Shares shall cease to
                           have any  rights  with  respect  thereto,  except the
                           right to receive the Merger  Consideration  per share
                           upon the surrender of such  certificate in accordance
                           with  SECTION  2.10,  without any  interest  thereon,
                           subject to any applicable withholding tax.

                  2.9.8    STOCK  OPTIONS AND WARRANTS.  At the Effective  Time,
                           all  options to purchase  shares of  Ironclad  Common
                           Stock then  outstanding  and all warrants to purchase
                           shares of Ironclad Common Stock or Ironclad Preferred
                           Stock then  outstanding,  in each case whether vested
                           or  unvested,  shall be assumed  by EUTA or  replaced
                           with  EUTA  options  and  warrants  on  substantially
                           identical terms (each an "ASSUMED OPTION" or "ASSUMED
                           WARRANT" and  together,  each an "ASSUMED  OPTION AND
                           WARRANT") in  accordance  with this  SECTION  2.9.8 ,
                           provided that warrants to purchase shares of Ironclad
                           Common  Stock or  Ironclad  Preferred  Stock  will be
                           exercisable  into shares of EUTA  Common  Stock based
                           Exchange  Ratio  applicable  thereto.   Each  Assumed
                           Option and  Warrant  will  continue  to have,  and be
                           subject  to,  the same terms and  conditions  of such
                           options  immediately  prior  to  the  Effective  Time
                           (including, without limitation, any repurchase rights
                           or vesting  provisions and  provisions  regarding the
                           acceleration  of vesting  on  certain  transactions),
                           except that (i) each Assumed  Option and Warrant will
                           be  exercisable   (or  will  become   exercisable  in
                           accordance  with its terms) for that  number of whole
                           shares of EUTA  Common  Stock equal to the product of
                           the  number  of shares of  Ironclad  Common  Stock or
                           Ironclad  Preferred  Stock  that were  issuable  upon
                           exercise   of  such   Ironclad   option  or   warrant
                           immediately prior to the Effective Time multiplied by
                           the Ironclad Common Exchange Ratio, Ironclad Series A
                           Preferred  Stock Exchange Ratio, or Ironclad Series B
                           Preferred Stock Exchange  Ratio,  as applicable,  and
                           (ii) the per share  exercise  price for the shares of
                           EUTA  Common  Stock  issuable  upon  exercise of each
                           Assumed  Option  and  Warrant  will be  equal  to the
                           quotient  determined  by dividing the exercise  price
                           per share of Ironclad Common


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                           Stock at which such Ironclad option or warrant was
                           exercisable immediately prior to the Effective Time
                           by the Ironclad Common Exchange Ratio.

         2.10     EXCHANGE OF CERTIFICATES.

                  2.10.1   EXCHANGE   PROCEDURES.    As   soon   as   reasonably
                           practicable  after the  Effective  Time,  EUTA  shall
                           deliver to each holder of record of a certificate  or
                           certificates   which,   immediately   prior   to  the
                           Effective  Time  represented  outstanding  shares  of
                           Ironclad Shares (the "CERTIFICATES") whose shares are
                           converted  pursuant  to SECTION 2.9 into the right to
                           receive  Merger   Consideration:   (i)  a  letter  of
                           transmittal  (the  "LETTER  OF  TRANSMITTAL")  (which
                           shall  specify that delivery  shall be effected,  and
                           risk of loss  and  title  to the  Certificates  shall
                           pass, only upon delivery of the  Certificates to EUTA
                           or its designated agent and shall be in such form and
                           have  such  other  customary  provisions  as EUTA may
                           reasonably specify), and (ii) instructions for use in
                           effecting  the  surrender  of  the   Certificate   in
                           exchange  for the Merger  Consideration  allocable to
                           the Ironclad Shares formerly represented thereby.

                  2.10.2   MERGER  SHARE  CERTIFICATES.   Upon  surrender  of  a
                           Certificate for cancellation to EUTA, or to any agent
                           or agents as may be appointed by EUTA,  together with
                           the  Letter  of   Transmittal,   duly  completed  and
                           executed in accordance  with its terms and such other
                           documents as EUTA or its agent or agents,  the holder
                           of such  Certificate  shall be entitled to receive in
                           exchange  therefore,  a  certificate  ("MERGER  SHARE
                           CERTIFICATE")  representing  the  number of shares of
                           EUTA Common  Stock which such holder has the right to
                           receive pursuant to the provisions of SECTION 2.9 and
                           the  Certificate  so surrendered  shall  forthwith be
                           cancelled.  If any  certificate  for such EUTA Common
                           Stock is to be  issued in a name  other  than that in
                           which the certificate for Ironclad Shares surrendered
                           for exchange is  registered,  it shall be a condition
                           of such exchange that the  certificate so surrendered
                           shall   be   properly   endorsed,    with   signature
                           guaranteed,  or otherwise in proper form for transfer
                           and that the Person  requesting  such exchange  shall
                           pay to EUTA or its  transfer  agent any  transfer  or
                           other taxes or other costs  required by reason of the
                           issuance of  certificates  for such EUTA Common Stock
                           in a name other than that of the registered holder of
                           the  certificate  surrendered,  or  establish  to the
                           satisfaction  of EUTA or its transfer  agent that all
                           taxes   have  been   paid.   Until   surrendered   as
                           contemplated by this SECTION 2.10.2, each Certificate
                           shall be deemed at any time after the Effective  Time
                           to  represent  only the  right to  receive  upon such
                           surrender the Merger Consideration as contemplated by
                           SECTION 2.9.

                  2.10.3   LOST CERTIFICATES.  If any Certificate has been lost,
                           stolen or destroyed,  upon the making of an affidavit
                           of that fact by the Person claiming such  Certificate
                           to be lost,  stolen or destroyed  and, if required by
                           EUTA,  the  posting by such  Person of a bond in such
                           reasonable  amount as EUTA may  direct  as  indemnity
                           against  any claim  that may be made  against it with
                           respect  to such  Certificate,  EUTA  shall  issue in
                           exchange   for  such   lost,   stolen  or   destroyed
                           Certificate,  the  Merger  Consideration  due to such
                           Person as provided in SECTION 2.9.

                  2.10.4   DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED  SHARES. No
                           dividends or other distributions with respect to EUTA
                           Common  Stock with a record date after the  Effective
                           Time shall be paid to the holder of any unsurrendered
                           Certificate  for Ironclad  Shares with respect to the
                           shares of EUTA  Common  Stock,  the right to  receive
                           which is represented thereby,  until the surrender of
                           such  Certificate  in  accordance  with this  SECTION
                           2.10.


                                       11
<PAGE>


                  2.10.5   NO FURTHER OWNERSHIP RIGHTS IN IRONCLAD SHARES. All
                           shares of EUTA Common Stock issued upon the surrender
                           of the Certificates in accordance with the terms of
                           this SECTION 2, shall be deemed to have been issued
                           (and paid) in full satisfaction of all rights
                           pertaining to Ironclad Shares theretofore represented
                           by such certificates.

                  2.10.6   NO LIABILITY.  None of the Parties shall be liable to
                           any Person in  respect  of any shares of EUTA  Common
                           Stock (or  dividends  or  distributions  with respect
                           thereto)  delivered to a public official  pursuant to
                           any applicable abandoned property, escheat or similar
                           law. If any certificates representing Ironclad Shares
                           shall  not have been  surrendered  prior to the first
                           (1st)  anniversary  of the Closing,  any such shares,
                           dividends  or   distributions   in  respect  of  such
                           certificate   shall,  to  the  extent   permitted  by
                           applicable law, become the property of EUTA, free and
                           clear  of all  claims  or  interests  of  any  Person
                           previously entitled thereto.

3. REPRESENTATIONS AND WARRANTIES OF IRONCLAD.

         Except as set forth in the disclosure schedule delivered by Ironclad to
EUTA at the time of execution of this Agreement and attached hereto (the
"IRONCLAD DISCLOSURE SCHEDULE"), Ironclad represents and warrants to EUTA as
follows:

         3.1 ORGANIZATION, STANDING AND CORPORATE POWER. Ironclad is a
corporation validly existing and in good standing under the laws of the State of
California and has the requisite corporate power and authority to carry on its
business as now being conducted and currently contemplated to be conducted.
Ironclad is duly qualified or licensed to do business and is in good standing in
each jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification or licensing necessary, other
than in such jurisdictions where the failure to be so qualified or licensed
(individually or in the aggregate) would not have a Material Adverse Effect on
Ironclad.

         3.2 SUBSIDIARIES. The only direct or indirect Subsidiaries of Ironclad
are listed in the Ironclad Disclosure Schedule (the "IRONCLAD SUBSIDIARIES").
All the outstanding shares of capital stock of each Ironclad Subsidiary which is
a corporation have been validly issued and are fully paid and nonassessable and,
except as set forth in the Ironclad Disclosure Schedule, are owned (of record
and beneficially) by Ironclad, free and clear of all Liens. Except for the
capital stock of the Ironclad Subsidiaries, which are corporations, Ironclad
does not own, directly or indirectly, any capital stock or other ownership
interest in any corporation, partnership, business association, joint venture or
other entity.

         3.3 CAPITAL STRUCTURE. The authorized capital stock of Ironclad
consists of 100,000,000 shares, 60,000,000 shares of which are designated as
Ironclad Common Stock, with no par value, 40,000,000 shares of which are
designated as Preferred Stock, of which 23,000,000 are designated as Series A
Preferred Stock and 3,666,666 are designated Series B Preferred Stock. Of the
authorized capital stock of Ironclad, 23,486,599 shares of Ironclad Common
Stock, 13,918,743 shares of Ironclad Series A Preferred Stock, and 594,570
shares of Ironclad Series B Preferred Stock are issued and outstanding. The
Ironclad Board of Directors has reserved for issuance 7,000,000 shares of common
stock pursuant to its 2005 Stock Incentive Plan (the "2005 STOCK INCENTIVE
PLAN"). 291,344 shares of common stock have been issued upon the exercise of
options granted under the Ironclad 2005 Stock Incentive Plan and options to


                                       12
<PAGE>


purchase an aggregate of 5,999,032 shares of Ironclad Common Stock under the
Ironclad 2005 Stock Incentive Plan are currently outstanding. Warrants to
purchase an aggregate of 1,208,393 shares of Ironclad Common Stock, 505,437
shares of Ironclad Series A Preferred Stock and 21,667 shares of Series B
Preferred Stock are currently outstanding. In addition, Ironclad has committed
to issue, or cause a merger partner to issue, warrants to purchase common stock
of Ironclad, or warrants to purchase the common stock of such merger partner,
pursuant to (a) that certain Loan Agreement, dated October 21, 2005, by and
between Ironclad and Westrec Capital Partners, Inc., and (b) those certain Stock
Purchase Agreements dated March 8, 2006 between Ironclad and those persons
electing to participate in the bridge financing which closed March 8, 2006.
Except as set forth above, no shares or other equity securities of Ironclad are
issued, reserved for issuance or outstanding. All outstanding shares of Ironclad
are duly authorized, validly issued, fully paid and nonassessable and not
subject to preemptive rights. There are no outstanding bonds, debentures, notes
or other indebtedness or other securities of Ironclad having the right to vote
(or convertible into, or exchangeable for, securities having the right to vote)
on any matters on which shareholders of Ironclad may vote. The Ironclad
Disclosure Schedule sets forth the outstanding capitalization of Ironclad,
including a list of all holders of Ironclad Shares and their respective
holdings. Except as set forth on the Ironclad Disclosure Schedule, there are no
outstanding securities, options, warrants, calls, rights, commitments,
agreements, arrangements or undertakings of any kind to which Ironclad is a
party or by which it is bound obligating Ironclad to issue, deliver or sell, or
cause to be issued, delivered or sold, additional shares or other equity or
voting securities of Ironclad or obligating Ironclad to issue, grant, extend or
enter into any such security, option, warrant, call, right, commitment,
agreement, arrangement or undertaking. There are no outstanding contractual
obligations, commitments, understandings or arrangements of Ironclad or any
Ironclad Subsidiaries to repurchase, redeem or otherwise acquire or make any
payment in respect of any securities of Ironclad. There are no agreements or
arrangements pursuant to which Ironclad is or could be required to register
Ironclad Common Stock or other securities under the Securities Act, or other
agreements or arrangements with or among any security holders of Ironclad with
respect to securities of Ironclad.

         3.4 AUTHORITY. Ironclad has the requisite corporate and other power and
authority to enter into this Agreement and, subject to obtaining the Ironclad
Shareholders' Approval, to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by Ironclad and the consummation by Ironclad of the transactions
contemplated hereby have been duly authorized by the Board of Directors of
Ironclad; the Board of Directors has recommended adoption of this Agreement by
the shareholders of Ironclad; and no other corporate proceedings on the part of
Ironclad or its shareholders are necessary to authorize the execution, delivery
and performance of this Agreement by Ironclad and the consummation by Ironclad
of the transaction contemplated hereby, other than obtaining the Ironclad
Shareholders' Approval. This Agreement has been duly executed and delivered by
Ironclad and constitutes a valid and binding obligation of Ironclad, enforceable
against Ironclad in accordance with its terms, subject to applicable bankruptcy,
insolvency and other similar laws affecting the enforceability of creditors'
rights generally, general equitable principles and the discretion of courts in
granting equitable remedies.


                                       13
<PAGE>


         3.5 NON-CONTRAVENTION. The execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated by this Agreement and
compliance with the provisions hereof will not, conflict with, or result in any
breach or violation of, or default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination, cancellation or
acceleration of or "put" right with respect to any obligation or to loss of a
material benefit under, or result in the creation of any Lien upon any of the
properties or assets of Ironclad under, (i) the Articles of Incorporation or
Bylaws of Ironclad, (ii) any loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession, franchise
or license applicable to Ironclad, its properties or assets, or (iii) subject to
the governmental filings and other matters referred to in the following
sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation
or arbitration award applicable to Ironclad, its properties or assets, other
than, in the case of clauses (ii) and (iii), any such conflicts, breaches,
violations, defaults, rights, losses or Liens that individually or in the
aggregate would not have either a Material Adverse Effect on Ironclad or would
not prevent, hinder or delay the ability of Ironclad to consummate the
transactions contemplated by this Agreement. No consent, approval, order or
authorization of, or registration, declaration or filing with, or notice to, any
Governmental Entity is required by or with respect to Ironclad in connection
with the execution and delivery of this Agreement by Ironclad or the
consummation by Ironclad of the transactions contemplated hereby, except, with
respect to this Agreement, for the filing of the Certificate of Merger and other
appropriate merger documents required by the CGCL with the Secretary of State
and appropriate documents with the relevant authorities of other states in which
Ironclad is qualified to do business.

         3.6 FINANCIALS STATEMENTS. Set forth on the Ironclad Disclosure
Schedule are the following financial statements (collectively the "IRONCLAD
FINANCIAL STATEMENTS"): (a) audited consolidated balance sheets and statements
of income, changes in shareholders' equity, and cash flow as of and for the
fiscal years ended December 31, 2003 and 2004 for Ironclad and (b) unaudited
consolidated balance sheets and statements of income, changes in shareholders'
equity, and cash flow as of and for the nine months ended September 30, 2005 for
Ironclad. The Ironclad Financial Statements have been prepared in accordance
with GAAP applied on a consistent basis throughout the periods covered thereby,
present fairly the financial condition of Ironclad as of such dates and the
results of operations of Ironclad for such periods, are correct and complete,
and are consistent with the books and records of Ironclad; PROVIDED, HOWEVER,
that the unaudited interim financial statements are subject to normal year-end
adjustments (which will not be material individually or in the aggregate) and
lack footnotes and other presentation items. Since September 30, 2005, Ironclad
has not effected any change in any method of accounting or accounting practice,
except for any such change required because of a concurrent change in GAAP.

         3.7 NO UNDISCLOSED LIABILITIES. Ironclad does not have any liabilities
or obligations (whether absolute, contingent or otherwise), which are not
adequately reflected or provided for in the Ironclad Financial Statements,
except for liabilities and obligations (i) that have been incurred since the
date of the most recent balance sheet included in the Ironclad Financial
Statements in the ordinary course of business and are not (singly or in the
aggregate) material to Ironclad's business, and (ii) not due and payable or to
be performed or satisfied after the date hereof under Ironclad Contracts in
accordance with their terms, in each case which are not (singly or in the
aggregate) material to Ironclad's business.


                                       14
<PAGE>


         3.8 ABSENCE OF CERTAIN CHANGES OR EVENTS. Since September 30, 2005,
Ironclad has conducted its business only in the ordinary course consistent with
past practice, and there is not and has not been: (i) any Material Adverse
Change with respect to Ironclad; (ii) any condition, event or occurrence which
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect or give rise to a Material Adverse Change with respect to
Ironclad; (iii) any event which, if it had taken place following the execution
of this Agreement, would not have been permitted by SECTION 5.1 without prior
consent of EUTA; or (iv) any condition, event or occurrence which could
reasonably be expected to prevent, hinder or materially delay the ability of
Ironclad to consummate the transactions contemplated by this Agreement.

         3.9 LEGAL PROCEEDINGS. There is no suit, action, claim, arbitration,
proceeding or investigation pending or, to the knowledge of Ironclad, threatened
against, relating to or involving Ironclad, or real or personal property of
Ironclad, before any Governmental Entity or other third party. To the knowledge
of Ironclad, there is no basis for any such suit, action, proceeding or
investigation.

         3.10 COMPLIANCE WITH LAW. To the knowledge of Ironclad, Ironclad is
compliance in all material respects with all applicable laws (including, without
limitation, applicable laws relating to zoning, environmental matters and the
safety and health of employees), ordinances, regulations and orders of all
Governmental Entities. Ironclad has not been charged with and, to the knowledge
of Ironclad, is not now under investigation with respect to, a violation of any
applicable law, regulation, ordinance, order or other requirement of a
Governmental Entity. Ironclad is not a party to or bound by any order, judgment,
decree or injunction of any Governmental Entity.

         3.11 BENEFIT PLANS. The Ironclad Disclosure Schedule contains a true
and complete list of each Benefit Plan currently sponsored, maintained or
contributed to by Ironclad. Ironclad's records accurately reflect its employees'
employment histories, including their hours of service, and all such data is
maintained in a usable form.

         3.12 CERTAIN EMPLOYEE PAYMENTS. Ironclad is not a party to any
employment agreement which could result in the payment to any current, former or
future director or employee of Ironclad of any money or other property or rights
or accelerate or provide any other rights or benefits to any such employee or
director as a result of the transactions contemplated by this Agreement, whether
or not (i) such payment, acceleration or provision would constitute a "parachute
payment" (within the meaning of Section 280G of the Code), or (ii) some other
subsequent action or event would be required to cause such payment, acceleration
or provision to be triggered.

         3.13 TAX RETURNS AND TAX PAYMENTS. Ironclad is not subject to any
liabilities or claims for Taxes, including Taxes relating to prior periods,
other than those set forth or adequately reserved against in the Ironclad
Financial Statements or those incurred since the date of the most recent balance
sheet included in the Ironclad Financial Statements in the ordinary course of
business. Ironclad has duly filed when due all Tax Returns in connection with
and in respect of its business, assets and employees, and has timely paid and
discharged all amounts shown as due thereon. Ironclad has made available to EUTA
accurate and complete copies of all


                                       15
<PAGE>


of its Tax Returns for all periods, except those periods for which returns are
not yet due. Ironclad has not received any notice of any Tax deficiency
outstanding, proposed or assessed against or allocable to it, and has not
executed any waiver of any statute of limitations on the assessment or
collection of any Tax or executed or filed with any Governmental Entity any
contract or other agreement now in effect extending the period for assessment or
collection of any Taxes against it. There are no Liens for Taxes upon, pending
against or threatened against, any asset of Ironclad, other than Liens for Taxes
not yet due and payable. Ironclad is not subject to any Tax allocation or
sharing agreement.

         3.14 CONTRACTS AND COMMITMENTS. Ironclad has made available to EUTA
true, correct and complete copies of each of the following contracts and
agreements to which Ironclad is a party or by which any of its assets or
properties are bound (together the "IRONCLAD CONTRACTS"):

                  3.14.1   all bonds, debentures, notes, loans, credit or loan
                           agreements or loan commitments, mortgages,
                           indentures, guarantees or other contracts relating to
                           the borrowing of money or binding upon any properties
                           or assets (real, personal or mixed, tangible or
                           intangible) of Ironclad;

                  3.14.2   all rental or use agreements, contracts, covenants or
                           obligations which may involve the payment by or to
                           Ironclad of more than $50,000;

                  3.14.3   any contract, agreement, commitment or obligation to
                           make any capital expenditures in excess of $50,000;

                  3.14.4   contracts,    agreements,    commitments   or   other
                           obligations with any Person  containing any provision
                           or  covenant  limiting  the  ability of  Ironclad  to
                           engage in any line of business or to compete  with or
                           to obtain  products  or  services  from any Person or
                           limiting the ability of any Person to compete with or
                           to  provide   products  or  services  to,  or  obtain
                           products  or  services  from,  Ironclad,  or covering
                           indemnification  of another  Person other than in the
                           ordinary course of business;

                  3.14.5   any  profit-sharing or similar  contract,  agreement,
                           understanding or obligation with any Person;

                  3.14.6   contracts,    agreements,    commitments   or   other
                           obligations  with  respect to the purchase or sale by
                           or to Ironclad of any product,  equipment,  facility,
                           or similar item that by their respective terms do not
                           expire  or  terminate  or  are  not   terminable   by
                           Ironclad, without penalty, premium or other liability
                           within 30 days or may  involve  the  payment by or to
                           Ironclad of more than $50,000;

                  3.14.7   contracts, agreements, commitments or other
                           obligations to provide services or facilities by or
                           to Ironclad or to or by another Person which is not
                           terminable by Ironclad within 30 days without
                           penalty, premium or other liability or involving
                           payment by Ironclad or the other Person of more than
                           $50,000;


                                       16
<PAGE>


                  3.14.8   any contract that provides for an increased payment
                           or benefit, or accelerated vesting, upon the
                           execution of this Agreement or in connection with the
                           transactions contemplated hereby;

                  3.14.9   any contract or agreement  granting any Person a Lien
                           on all or any part of any asset of Ironclad;

                  3.14.10  any contract  providing  for the  indemnification  or
                           holding   harmless   by   Ironclad   of  any  of  its
                           shareholders,   officers,  directors,   employees  or
                           representatives;

                  3.14.11  all other contracts, agreements, commitments or other
                           obligations whether or not made in the ordinary
                           course of business which may involve the expenditure
                           by Ironclad of funds in excess of $50,000 per
                           commitment (or under a group of similar commitments),
                           or are otherwise material to Ironclad; or

                  3.14.12  all other contracts, agreements, commitments, or
                           other obligations of any kind that involve or relate
                           to any Ironclad Shareholder, officer, director,
                           employee or consultant of Ironclad or any Affiliate
                           or relative thereof.

To the knowledge of Ironclad, the Ironclad Contracts are legal, valid, binding
and enforceable in accordance with their respective terms with respect to
Ironclad and each other party to such Ironclad Contracts. There are no existing
defaults or breaches of Ironclad under any Ironclad Contract (or events or
conditions which, with notice or lapse of time or both would constitute a
default or breach) and, to the knowledge of Ironclad, there are no such defaults
(or events or conditions which, with notice or lapse of time or both, would
constitute a default or breach) with respect to any third party to any Ironclad
Contract. Except as set forth on the Ironclad Disclosure Schedule, Ironclad is
not participating in any discussions or negotiations regarding modification of
or amendment to any Ironclad Contract or entry in any new material contract
applicable to Ironclad or the real or personal property of Ironclad. The
Ironclad Disclosure Schedule specifically identifies each Ironclad Contract set
forth therein that requires the consent of or notice to the other party thereto
to avoid any breach, default or violation of such contract, agreement or other
instrument in connection with the transactions contemplated by this Agreement.

         3.15 RECEIVABLES. All of the receivables of Ironclad are enforceable,
represent BONA FIDE transactions, and arose in the ordinary course of business
of Ironclad, and are reflected properly in its books and records. All of
Ironclad's receivables are reasonably believed by Ironclad to be collectible in
accordance with past practice and the terms of such receivables, without set off
or counterclaims except to the extent of reserves therefor set forth in the most
recent balance sheet included in the Ironclad Financial Statements or, for
receivables arising subsequent to September 30, 2005, as reflected on the books
and records of Ironclad. To Ironclad's knowledge, no customer or supplier of
Ironclad has any reasonable basis to believe that it has or would be entitled to
any payment terms other than terms in the ordinary course of business, including
any prior course of conduct.

         3.16     PERSONAL  PROPERTY.  Ironclad has good,  clear and  marketable
title to all the tangible properties and tangible assets reflected in Ironclad's
latest  balance  sheet as being owned


                                       17
<PAGE>


by Ironclad or acquired after the date thereof which are, individually or in the
aggregate, material to Ironclad's business (except properties sold or otherwise
disposed of since the date thereof in the ordinary course of business), free and
clear of all Liens. All equipment and other items of tangible personal property
and assets of Ironclad (a) are in good operating condition and in a state of
good maintenance and repair, ordinary wear and tear excepted, and (b) are usable
in the regular and ordinary course of Ironclad's business.

         3.17 REAL PROPERTY. Ironclad does not own any real property. The
Ironclad Disclosure Schedule sets forth all real property leases to which
Ironclad is a party. Ironclad has a valid leasehold interest in such leased real
property, and such leases are in full force and effect. The improvements and
fixtures on such real property leased by Ironclad are in good operating
condition and in a state of good maintenance and repair, ordinary wear and tear
excepted.

         3.18 INTELLECTUAL PROPERTY RIGHTS. Ironclad owns, or is licensed or
otherwise to its knowledge has the valid rights to use, all material
Intellectual Property used in the conduct of its business (the "IRONCLAD
INTELLECTUAL PROPERTY").

         3.19 TRANSACTIONS WITH RELATED PARTIES. Ironclad is not a party to any
contract, lease, license, commitment or arrangement, written or oral, which,
were Ironclad a "registrant" under the Exchange Act, would be required to be
disclosed pursuant to Item 404(a) or (c) of Regulation S-B as promulgated by the
SEC, and there are no loans outstanding to or from any Person specified in Item
404(a) of Regulation S-B from or to Ironclad.

         3.20 NO GUARANTIES. None of the obligations or liabilities of Ironclad
incurred in connection with the operation of its business is guaranteed by or
subject to a similar contingent obligation of any other Person. Ironclad has not
guaranteed or become subject to a similar contingent obligation in respect of
the obligations or liabilities of any other Person. There are no outstanding
letters of credit, surety bonds or similar instruments of Ironclad or any of its
Affiliates.

         3.21 PRODUCT OR SERVICE DEFECTS; LIABILITY. Ironclad is not aware of
any material defects in any of its products or the design thereof, nor in any of
the services it provides. Ironclad has not received any customer complaints or
third party reports concerning alleged defects in its products, the design
thereof or its services that, if true, could have a Material Adverse Effect on
Ironclad, nor has Ironclad had any of its products returned by a purchaser
thereof other than for minor, nonrecurring warranty problems. Ironclad has no
liabilities (and, to the knowledge of Ironclad, there is no basis for any
present or future action against Ironclad giving rise to any liability) arising
out of any injury to individuals or property as a result of ownership,
possession or use of any product designed, manufactured, sold, leased or
delivered by Ironclad.

         3.22 PRODUCT WARRANTY. Each product manufactured, sold, leased or
delivered by Ironclad has been manufactured, sold, leased or delivered, as the
case may be, in conformity in all material respects with all applicable law, all
contracts to which Ironclad is a party, and all express and implied warranties,
and Ironclad does not have any liability (and, to the knowledge of Ironclad,
there is no basis for any present or future actions against Ironclad giving rise
to any such liability) for replacement or repair thereof or other damages in
connection therewith, subject


                                       18
<PAGE>


only to the reserve for product warranty claims set forth on the face of the
Financial Statements (rather than in any notes thereto) as adjusted for the
passage of time through the Effective Time in accordance with Ironclad's
ordinary course of business, consistent with GAAP. No product designed,
manufactured, sold, leased or delivered by Ironclad is subject to any guaranty,
warranty or other indemnity or similar liability beyond the applicable standard
terms and conditions of sale or lease.

         3.23 LICENSES. Ironclad owns or possesses all of the material Licenses
which are necessary to enable it to carry on its business as presently
conducted. All such Licenses are valid, binding, and in full force and effect.
The execution, delivery, and performance of this Agreement and the consummation
of the transactions contemplated hereby will not adversely affect any such
License.

         3.24 RECORDS. The books of account, corporate records and minute books
of Ironclad are complete and correct in all material respects. Complete and
accurate copies of all such books of account, corporate records and minute books
and of the stock register of Ironclad have been made available to EUTA.

         3.25 NO BROKERS OR FINDERS. Except as disclosed on the Ironclad
Disclosure Schedule, Ironclad has not, and its Affiliates, officers, directors
or employees have not, employed any broker or finder or incurred any liability
for any brokerage or finder's fee or commissions or similar payment in
connection with any of the transactions contemplated hereby.

         3.26 BOARD RECOMMENDATION. The Board of Directors of Ironclad has
unanimously determined that the terms of the Merger are fair to and in the best
interests of the Ironclad Shareholders and recommended that the Ironclad
Shareholders approve the Merger.

         3.27 DISCLOSURE. Neither this Agreement, nor any Schedule or Exhibit to
this Agreement, nor any other statements, documents or certificates made or
delivered in connection herewith or therewith contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained herein and therein not misleading in light of the circumstances under
which such statements were made.

         3.28 REQUIRED IRONCLAD VOTE. The affirmative votes of the holders of a
majority of the shares of Ironclad Shares voting together as one class on an
as-converted basis, and the affirmative votes of the holders of not less than
two-thirds (2/3) of the Ironclad Preferred Stock are the only votes of the
holders of any class or series of Ironclad's securities necessary to approve the
Merger (the "IRONCLAD SHAREHOLDERS' APPROVAL").

4. REPRESENTATIONS AND WARRANTIES OF EUTA AND MERGERCO.

         Except as set forth in the disclosure schedule delivered by EUTA to
Ironclad at the time of execution of this Agreement and attached hereto (the
"EUTA DISCLOSURE SCHEDULE"), EUTA and MergerCo, jointly and severally, represent
and warrant to Ironclad as follows:

         4.1      ORGANIZATION,  STANDING AND CORPORATE  POWER.  EUTA is validly
existing and in good standing under the laws of the State of Nevada, and has the
requisite  corporate  power and  authority to carry on its business as now being
conducted. MergerCo is duly

                                       19
<PAGE>


organized, validly existing and in good standing under the laws of the State of
California, and has the requisite corporate power and authority to carry on its
business as now being conducted.

         4.2 NO SUBSIDIARIES. Other than MergerCo, EUTA does not currently own,
directly or indirectly, any capital stock or other equities, securities or
interests in any other corporation or in any limited liability company,
partnership, joint venture or other association.

         4.3      CAPITAL STRUCTURE.

                  4.3.1    The  authorized  capital  stock of EUTA  consists  of
                           50,000,000  shares of EUTA Common  Stock,  $0.001 par
                           value,  of which,  3,010,000  shares  of EUTA  Common
                           Stock are  issued and  outstanding  as of the date of
                           this Agreement,  and 3,489,444  shares of EUTA Common
                           Stock  shall  be  issued  and  outstanding  as of the
                           Closing Date. All outstanding shares of capital stock
                           of EUTA  are,  and all  shares  which  may be  issued
                           pursuant to this Agreement and in connection with the
                           Equity   Financing,   will  be,  when  issued,   duly
                           authorized,    validly   issued,   fully   paid   and
                           nonassessable  and, not subject to preemptive rights,
                           and issued in compliance  with all  applicable  state
                           and  federal   laws   concerning   the   issuance  of
                           securities.   There   are   no   outstanding   bonds,
                           debentures,  notes  or  other  indebtedness  or other
                           securities  of EUTA  having  the  right  to vote  (or
                           convertible  into, or  exchangeable  for,  securities
                           having  the  right to vote) on any  matters  on which
                           holders of EUTA Common Stock may vote.  Except as set
                           forth on the EUTA Disclosure  Schedule,  there are no
                           outstanding  securities,  options,  warrants,  calls,
                           rights,  commitments,   agreements,  arrangements  or
                           undertakings  of any kind to which EUTA is a party or
                           by  which  any of them is  bound  obligating  EUTA to
                           issue,  deliver  or  sell,  or  cause  to be  issued,
                           delivered or sold, additional shares of capital stock
                           or other equity securities of EUTA or obligating EUTA
                           to issue,  deliver  or sell,  or cause to be  issued,
                           delivered or sold, additional shares of capital stock
                           or other equity securities of EUTA or obligating EUTA
                           to  issue,  grant,  extend  or  enter  into  any such
                           security,  option, warrant, call, right,  commitment,
                           agreement,  arrangement or undertaking.  There are no
                           outstanding  contractual  obligations,   commitments,
                           understandings or arrangements of EUTA to repurchase,
                           redeem or  otherwise  acquire or make any  payment in
                           respect of any shares of capital stock of EUTA. There
                           are no agreements or  arrangements  pursuant to which
                           EUTA is or could be required  to  register  shares of
                           EUTA  Common  Stock or  other  securities  under  the
                           Securities  Act or other  agreements or  arrangements
                           with or among  any  holder  of EUTA  securities  with
                           respect to securities of EUTA. Upon the Closing,  and
                           giving effect to the Equity  Financing  (assuming the
                           sale  of  9,333,333  shares  of EUTA  Common  Stock),
                           EUTA's  capital  structure  shall be as  described on
                           EXHIBIT K hereto.

                  4.3.2    The authorized  capital stock of MergerCo consists of
                           one  thousand  (1000)  shares  of Common  Stock,  one
                           hundred (100) of which are issued and  outstanding as
                           of the date of this  Agreement and held by EUTA.  All
                           outstanding  shares of capital  stock of MergerCo are
                           duly  authorized,  validly  issued,  fully  paid  and
                           nonassessable.   There  are  no  outstanding   bonds,
                           debentures,  notes  or  other  indebtedness  or other
                           securities  of MergerCo  having the right to vote (or
                           convertible  into, or  exchangeable  for,  securities
                           having  the  right to vote) on any  matters  on which
                           holders of MergerCo Common Stock may vote. Other than
                           as   provided  in  this   Agreement,   there  are  no
                           outstanding  securities,  options,  warrants,  calls,
                           rights,  commitments,   agreements,  arrangements  or
                           undertakings of any kind to which MergerCo is a party
                           or by which any of them is bound obligating  MergerCo
                           to issue, deliver or sell, or cause to


                                       20
<PAGE>


                           be issued, delivered or sold, additional shares of
                           capital stock or other equity securities of MergerCo
                           or obligating MergerCo to issue, deliver or sell, or
                           cause to be issued, delivered or sold, additional
                           shares of capital stock or other equity securities of
                           MergerCo or obligating MergerCo to issue, grant,
                           extend or enter into any such security, option,
                           warrant, call, right, commitment, agreement,
                           arrangement or undertaking.

         4.4 AUTHORITY. Each of EUTA and MergerCo has the requisite corporate
and other power and authority to enter into this Agreement and to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by each of EUTA and MergerCo and
the consummation by EUTA and MergerCo of the transactions contemplated hereby
have been duly authorized by the Board of Directors of EUTA and MergerCo and
EUTA as the sole shareholder of MergerCo; and no other corporate proceedings on
the part of EUTA or MergerCo are necessary to authorize the execution, delivery
and performance of this Agreement by EUTA and the consummation by EUTA and
MergerCo of the transactions contemplated hereby. This Agreement has been duly
executed and delivered by each of EUTA and MergerCo and constitutes a valid and
binding obligation of each of EUTA and MergerCo, enforceable against such Party
in accordance with its terms, subject to applicable bankruptcy, insolvency and
other similar laws affecting the enforceability of creditors' rights generally,
general equitable principles and the discretion of courts in granting equitable
remedies.

         4.5 NON-CONTRAVENTION. The execution and delivery of this Agreement do
not, and the consummation of the transactions contemplated by this Agreement and
compliance with the provisions hereof will not, conflict with, or result in any
breach or violation of, or default (with or without notice or lapse of time, or
both) under, or give rise to a right of termination, cancellation or
acceleration of or "put" right with respect to any obligation or to loss of a
material benefit under, or result in the creation of any Lien upon any of the
properties or assets of either EUTA or MergerCo under, (i) the Certificate or
Articles of Incorporation or Bylaws of EUTA or MergerCo, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise or license applicable to EUTA or
MergerCo, their respective properties or assets, or (iii) subject to the
governmental filings and other matters referred to in the following sentence,
any judgment, order, decree, statute, law, ordinance, rule, regulation or
arbitration award applicable to EUTA or MergerCo, their respective properties or
assets, other than, in the case of clauses (ii) and (iii), any such conflicts,
breaches, violations, defaults, rights, losses or Liens that individually or in
the aggregate could not have either a Material Adverse Effect on EUTA or
MergerCo or could not prevent, hinder or delay the ability of EUTA or MergerCo
to consummate the transactions contemplated by this Agreement. No consent,
approval, order or authorization of, or registration, declaration or filing
with, or notice to, any Governmental Entity is required by or with respect to
EUTA or MergerCo in connection with the execution and delivery of this Agreement
by EUTA or MergerCo or the consummation by EUTA and MergerCo of the transactions
contemplated hereby, except, with respect to this Agreement, for the filing of
the Certificate of Merger and other appropriate merger documents required by the
CGCL with the Secretary of State and appropriate documents with the relevant
authorities of other states in which EUTA is qualified to do business.

         4.6      SEC DOCUMENTS; UNDISCLOSED LIABILITIES.


                                       21
<PAGE>


                  4.6.1    For all periods  subsequent  to  September  30, 2004,
                           EUTA  has  filed  all  reports,   schedules,   forms,
                           statements and other documents as required by the SEC
                           in a timely basis (or has received a valid  extension
                           of such time of filing and has filed any such reports
                           or other  documents  prior to the  expiration  of any
                           such  extension),  and  EUTA  has  delivered  or made
                           available to Ironclad all reports,  schedules, forms,
                           statements   and  other   documents   filed  with  or
                           furnished    to   the   SEC   during    such   period
                           (collectively,   and  in  each  case   including  all
                           exhibits   and   schedules   thereto  and   documents
                           incorporated  by  reference  therein,  the  "EUTA SEC
                           DOCUMENTS").  As of their  respective  dates (or,  if
                           amended, supplemented or superseded by a filing prior
                           to the  date  hereof,  then  as of the  date  of such
                           amendment, supplement or superseding filing) the EUTA
                           SEC Documents  complied in all material respects with
                           the   requirements  of  the  Securities  Act  or  the
                           Exchange  Act,  as the case may be, and the rules and
                           regulations   of  the  SEC   promulgated   thereunder
                           applicable  to such EUTA SEC  Documents,  and none of
                           the  EUTA  SEC  Documents   (including  any  and  all
                           consolidated  financial  statements included therein)
                           as of such date  contained any untrue  statement of a
                           material  fact or omitted  to state a  material  fact
                           required to be stated  therein or  necessary in order
                           to make  the  statements  therein,  in  light  of the
                           circumstances   under  which  they  were  made,   not
                           misleading.  The consolidated financial statements of
                           EUTA included in such EUTA SEC Documents comply as to
                           form  in  all  material   respects  with   applicable
                           accounting  requirements  and the published rules and
                           regulations  of the SEC with  respect  thereto,  have
                           been prepared in accordance with GAAP (except, in the
                           case of unaudited  consolidated quarterly statements,
                           as  permitted by Form 10-QSB of the SEC) applied on a
                           consistent  basis during the periods involved (except
                           as may be indicated in the notes thereto),  have been
                           reviewed by an independent accountant registered with
                           the Public  Company  Accounting  Oversight  Board and
                           fairly  and  accurately   present  the   consolidated
                           financial  position  of EUTA as of the dates  thereof
                           and  the  consolidated   results  of  operations  and
                           changes in cash flows for the periods covered thereby
                           (subject,   in  the  case  of   unaudited   quarterly
                           statements,  to normal year-end audit  adjustments as
                           determined by EUTA's independent  accountants,  which
                           are not expected to have a material adverse effect on
                           EUTA and its  business).  Except  as set forth in the
                           EUTA SEC  Documents,  at the date of the most  recent
                           financial statements of EUTA included in the EUTA SEC
                           Documents,  EUTA did not have,  and  since  such date
                           EUTA has not incurred, any liabilities or obligations
                           of any nature (whether accrued, absolute,  contingent
                           or otherwise)  except for liabilities and obligations
                           that  have been  incurred  since the date of the most
                           recent  balance sheet  included in the EUTA Financial
                           Statements in the ordinary course of business and are
                           not (singly or in the  aggregate)  material to EUTA's
                           business,  all  of  which  are  listed  on  the  EUTA
                           Disclosure Schedule.

                  4.6.2    The EUTA SEC Documents include all certifications and
                           statements required of it, if any, by (i) Rule 13a-14
                           or 15d-14 under the Exchange  Act, and (ii) 18 U.S.C.
                           Section 1350 (Section 906 of the  Sarbanes-Oxley  Act
                           of  2002),  and  each  of  such   certifications  and
                           statements contain no qualifications or exceptions to
                           the matters  certified therein other than a knowledge
                           qualification,  permitted under such  provision,  and
                           have not been  modified or withdrawn and neither EUTA
                           nor any of its  officers has received any notice from
                           the SEC or any other Governmental  Entity questioning
                           or challenging  the accuracy,  completeness,  form or
                           manner of filing or submission of such certifications
                           or statements.

                  4.6.3    EUTA is in compliance in all material respects with
                           all of the provisions of the Sarbanes-Oxley Act of
                           2002, and the provisions of the Exchange Act and the


                                       22
<PAGE>


                           Securities Act relating thereto which under the terms
                           of such provisions (including the dates by which such
                           compliance is required) have become applicable to
                           EUTA.

         4.7 INTERESTED PARTY TRANSACTIONS Except as set forth in the EUTA
Disclosure Schedule or in EUTA's SEC Documents, no employee, officer, director
or stockholder of EUTA or a member of his or her immediate family is indebted to
EUTA, nor is EUTA indebted (or committed to make loans or extend or guarantee
credit) to any of them, other than (i) for payment of salary for services
rendered, (ii) reimbursement for reasonable expenses incurred on behalf of EUTA,
and (iii) for other employee benefits made generally available to all employees.
To EUTA's knowledge, none of such individuals has any direct or indirect
ownership interest in any Person with whom EUTA is affiliated or with whom EUTA
has a material contractual relationship, or any Person that competes with EUTA.
To EUTA's knowledge, no officer, director or stockholder or any member of their
immediate families is, directly or indirectly, interested in any material
contract with EUTA (other than such contracts as relate to any such individual
ownership of capital stock or other securities of EUTA).

         4.8 INDEBTEDNESS; EUTA ASSETS. EUTA has no indebtedness for borrowed
money. Immediately prior to the Closing, EUTA will have no assets, except for
cash reserves earmarked for the payment of certain accounts payable and accrued
expenses of EUTA with respect to the period prior to Closing which remain
unpaid, which EUTA shall be responsible for payment following the Closing
pursuant to SECTION 6.12 hereof ("CASH RESERVE").

         4.9 OVER-THE-COUNTER BULLETIN BOARD QUOTATION. EUTA Common Stock is
quoted on the Over-the-Counter Bulletin Board ("OTC BB"). There is no action or
proceeding pending or, to EUTA's knowledge, threatened against EUTA by NASDAQ or
NASD, Inc. ("NASD") with respect to any intention by such entities to prohibit
or terminate the quotation of EUTA Common Stock on the OTC BB.

         4.10 COMPLIANCE WITH LAW. To the knowledge of EUTA, EUTA is compliance
in all material respects with all applicable laws (including, without
limitation, applicable laws relating to zoning, environmental matters and the
safety and health of employees), ordinances, regulations and orders of all
Governmental Entities. EUTA has not been charged with and, to the knowledge of
EUTA, is not now under investigation with respect to, a violation of any
applicable law, regulation, ordinance, order or other requirement of a
Governmental Entity. EUTA is not a party to or bound by any order, judgment,
decree or injunction of any Governmental Entity.

         4.11 ABSENCE OF CERTAIN CHANGES OR EVENTS. Except as disclosed in the
EUTA SEC Documents, since the date of the most recent financial statements
included in the EUTA SEC Documents, EUTA has conducted its business only in the
ordinary course consistent with past practice in light of its current business
circumstances, and there is not and has not been: (i) any Material Adverse
Change with respect to EUTA; (ii) any condition, event or occurrence which,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect or give rise to a Material Adverse Change with respect
to EUTA; (iii) any event which, if it had taken place following the execution of
this Agreement, would not have been permitted by SECTION 5.1 without the prior
consent of Ironclad; or (iv) any condition, event or occurrence


                                       23
<PAGE>


which could reasonably be expected to prevent, hinder or materially delay the
ability of EUTA to consummate the transactions contemplated by this Agreement.

         4.12 INFORMATION SUPPLIED. None of the information included or
incorporated by reference in any documents to be filed by EUTA with the SEC or
any other Governmental Entity in connection with the Merger and the other
transactions contemplated hereby will, on the date of its filing or, in the case
of any information to be mailed to the Shareholders of EUTA, at the date it is
mailed to Shareholders of EUTA, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading or necessary to correct any statement in any
earlier communication which shall have become false or misleading, except that
no representation is made by EUTA with respect to information supplied in
writing by or on behalf of Ironclad for inclusion therein. The 14f-1 Information
Statement filed by EUTA with the SEC under the Exchange Act relating to the
transactions contemplated hereby, and any other documents to be filed with the
SEC in connection with the Merger, will comply as to form in all material
respects with the Exchange Act.

         4.13 CERTAIN EMPLOYEE PAYMENTS. EUTA is not a party to any employment
agreement which could result in the payment to any current, former or future
director or employee of EUTA of any money or other property or rights or
accelerate or provide any other rights or benefits to any such employee or
director as a result of the transactions contemplated by this Agreement, whether
or not (i) such payment, acceleration or provision would constitute a "parachute
payment" (within the meaning of Section 280G of the Code), or (ii) some other
subsequent action or event would be required to cause such payment, acceleration
or provision to be triggered.

         4.14 TAX RETURNS AND TAX PAYMENTS. EUTA is not subject to any
liabilities or claims for Taxes, including Taxes relating to prior periods,
other than those set forth or adequately reserved against in the financial
statements included in the EUTA SEC Documents or those incurred since the date
of the most recent balance sheet included in the EUTA SEC Documents in the
ordinary course of business. EUTA has duly filed when due all Tax Returns in
connection with and in respect of its business, assets and employees, and has
timely paid and discharged all amounts shown as due thereon. EUTA has made
available to Ironclad accurate and complete copies of all of its Tax Returns for
all periods, except those periods for which returns are not yet due. EUTA has
not received any notice of any Tax deficiency outstanding, proposed or assessed
against or allocable to it, and has not executed any waiver of any statute of
limitations on the assessment or collection of any Tax or executed or filed with
any Governmental Entity any contract or other agreement now in effect extending
the period for assessment or collection of any Taxes against it. There are no
Liens for Taxes upon, pending against or threatened against, any asset of EUTA.
EUTA is not subject to any Tax allocation or sharing agreement.

         4.15 RECORDS. The books of accounts, corporate records and minute books
of EUTA and MergerCo are complete and correct in all material respects. Complete
and accurate copies of all such books of account, corporate records and minute
books of EUTA and MergerCo have been provided to Ironclad.


                                       24
<PAGE>


         4.16 MERGERCO. MergerCo has been formed for the sole purpose of
effecting the Merger and, except as contemplated by this Agreement, MergerCo has
not conducted any business activities and does not have any material
liabilities.

         4.17 NO BROKERS OR FINDERS. Neither EUTA, MergerCo, nor their
respective Affiliates, officers, directors or employees have, employed any
broker or finder or incurred any liability for any brokerage or finder's fee or
commissions or similar payment in connection with any of the transactions
contemplated hereby.

         4.18 BOARD RECOMMENDATION. The Board of Directors of EUTA has
unanimously determined that the terms of the Merger are fair to and in the best
interests of the Shareholders of EUTA and no vote of the holders of shares of
EUTA Common Stock or any other EUTA security holder is necessary to approve the
Merger. In addition, the Board of Directors of EUTA has unanimously determined
that the terms of the Equity Financing are fair to and in the best interests of
the Shareholders of EUTA and no vote of the holders of shares of EUTA Common
Stock or any other EUTA security holder is necessary to approve the Equity
Financing.

         4.19 LEGAL PROCEEDINGS. There is no suit, action, claim, arbitration,
proceeding or investigation pending or, to the knowledge of EUTA, threatened
against, relating to or involving EUTA, or real or personal property of EUTA,
before any Governmental Entity or other third party. To the knowledge of EUTA,
there is no basis for any such suit, action, proceeding or investigation.

         4.20 CONTRACTS AND COMMITMENTS. EUTA Disclosure Schedule contains a
true, complete and accurate list of each of the following written, and to EUTA's
knowledge, oral, contracts, agreements, understandings or other obligations to
which EUTA is a party or by which any of its assets or properties are bound
(together the "EUTA CONTRACTS"):

                  4.20.1   all bonds, debentures, notes, loans, credit or loan
                           agreements or loan commitments, mortgages,
                           indentures, guarantees or other contracts relating to
                           the borrowing of money or binding upon any properties
                           or assets (real, personal or mixed, tangible or
                           intangible) of EUTA;

                  4.20.2   all rental or use agreements, contracts, covenants or
                           obligations which may involve the payment by or to
                           EUTA;

                  4.20.3   any contract, agreement,  commitment or obligation to
                           make any capital expenditures;

                  4.20.4   contracts,    agreements,    commitments   or   other
                           obligations with any Person  containing any provision
                           or covenant limiting the ability of EUTA to engage in
                           any line of business or to compete  with or to obtain
                           products or services  from any Person or limiting the
                           ability of any  Person to compete  with or to provide
                           products  or  services  to,  or  obtain  products  or
                           services from, EUTA, or covering  indemnification  of
                           another  Person other than in the ordinary  course of
                           business;


                                       25
<PAGE>


                  4.20.5   any  profit-sharing or similar  contract,  agreement,
                           understanding or obligation with any Person;

                  4.20.6   contracts,    agreements,    commitments   or   other
                           obligations  with  respect to the purchase or sale by
                           or to EUTA of any product,  equipment,  facility,  or
                           similar  item that by their  respective  terms do not
                           expire or  terminate or are not  terminable  by EUTA,
                           without penalty, premium or other liability within 30
                           days or may  involve the payment by or to EUTA of any
                           amount;

                  4.20.7   contracts, agreements, commitments or other
                           obligations to provide services or facilities by or
                           to EUTA or to or by another Person which is not
                           terminable by EUTA within 30 days without penalty,
                           premium or other liability or involving payment by
                           EUTA or the other Person of any money;

                  4.20.8   any contract that provides for an increased payment
                           or benefit, or accelerated vesting, upon the
                           execution of this Agreement or in connection with the
                           transactions contemplated hereby;

                  4.20.9   any contract or agreement  granting any Person a Lien
                           on all or any part of any asset of EUTA;

                  4.20.10  any contract  providing  for the  indemnification  or
                           holding harmless by EUTA of any of its  shareholders,
                           officers, directors, employees or representatives;

                  4.20.11  all other contracts, agreements, commitments or other
                           obligations whether or not made in the ordinary
                           course of business which may involve the expenditure
                           by EUTA of any amount (or under a group of similar
                           commitments), or are otherwise material to EUTA; or

                  4.20.12  all other contracts, agreements, commitments, or
                           other obligations of any kind that involve or relate
                           to any holder of EUTA Common Stock, officer,
                           director, employee or consultant of EUTA or any
                           Affiliate or relative thereof.

True, correct and complete copies of all EUTA Contracts have been made available
to Ironclad. To the knowledge of EUTA, the EUTA Contracts are legal, valid,
binding and enforceable in accordance with their respective terms with respect
to EUTA and each other party to such EUTA Contracts. There are no existing
defaults or breaches of EUTA under any EUTA Contract (or events or conditions
which, with notice or lapse of time or both would constitute a default or
breach) and, to the knowledge of EUTA, there are no such defaults (or events or
conditions which, with notice or lapse of time or both, would constitute a
default or breach) with respect to any third party to any EUTA Contract. Except
as set forth on the EUTA Disclosure Schedule, EUTA is not participating in any
discussions or negotiations regarding modification of or amendment to any EUTA
Contract or entry in any new material contract applicable to EUTA or the real or
personal property of EUTA. The EUTA Disclosure Schedule specifically identifies
each EUTA Contract set forth therein that requires the consent of or notice to
the other party thereto to avoid any breach, default or violation of such
contract, agreement or other instrument in connection with the transactions
contemplated by this Agreement.


                                       26
<PAGE>


         The EUTA Disclosure Schedule contains a true, complete and accurate
list of each written contract, agreement, understanding or other obligation to
which EUTA was a party or by which any of its assets or properties was bound
that was terminated by EUTA since January 1, 2005 (together the "TERMINATED EUTA
Contracts"). True, correct and complete copies of all Terminated EUTA Contracts
have been made available to Ironclad. Each of the Terminated EUTA Contracts was
terminated in full compliance with its terms or with the written consent of the
other party to such Terminated EUTA Contract, in each case without any liability
to EUTA.

         4.21 PERSONAL PROPERTY. EUTA has good, clear and marketable title to
all the tangible properties and tangible assets reflected in EUTA's latest
balance sheet as being owned by EUTA or acquired after the date thereof which
are, individually or in the aggregate, material to EUTA's business (except
properties sold or otherwise disposed of since the date thereof in the ordinary
course of business), free and clear of all Liens. All equipment and other items
of tangible personal property and assets of EUTA (a) are in good operating
condition and in a state of good maintenance and repair, ordinary wear and tear
excepted, and (b) are usable in the regular and ordinary course of EUTA's
business.

         4.22 REAL PROPERTY. EUTA does not own any real property. The EUTA
Disclosure Schedule sets forth all real property leases to which Ironclad is a
party. EUTA has a valid leasehold interest in such leased real property, and
such leases are in full force and effect. The improvements and fixtures on such
real property leased by EUTA are in good operating condition and in a state of
good maintenance and repair, ordinary wear and tear excepted.

         4.23 INTELLECTUAL PROPERTY RIGHTS. EUTA owns, or is licensed or
otherwise to its knowledge has the valid rights to use, all material
Intellectual Property used in the conduct of its business.

         4.24 INSURANCE. The EUTA Disclosure Schedule contains a complete and
correct list of all insurance policies carried by or for the benefit of EUTA,
specifying the insurer, amount of and nature of coverage, the risk insured
against, the deductible amount (if any) and the date through which coverage will
continue by virtue of premiums already paid.

         4.25 PRODUCT OR SERVICE DEFECTS; LIABILITY. EUTA is not aware of any
material defects in any of its products (including products developed and sold
prior to completion of the transactions under the ABI Agreements) or the design
thereof, nor in any of the services it provides. EUTA has not received any
customer complaints or third party reports concerning alleged defects in its
products, the design thereof or its services that, if true, could have a
Material Adverse Effect on EUTA, nor has EUTA had any of its products returned
by a purchaser thereof other than for minor, nonrecurring warranty problems.
EUTA has no liabilities (and, to the knowledge of EUTA, there is no basis for
any present or future action against EUTA giving rise to any liability) arising
out of any injury to individuals or property as a result of ownership,
possession or use of any product designed, manufactured, sold, leased or
delivered by EUTA.

         4.26 PRODUCT WARRANTY. Each product manufactured, sold, leased or
delivered by EUTA has been manufactured, sold, leased or delivered, as the case
may be, in conformity in all material respects with all applicable law, all
contracts to which EUTA is a party, and all


                                       27
<PAGE>


express and implied warranties, and EUTA does not have any liability (and, to
the knowledge of EUTA, there is no basis for any present or future actions
against EUTA giving rise to any such liability) for replacement or repair
thereof or other damages in connection therewith, subject only to the reserve
for product warranty claims set forth on the face of the financial statements
included in the EUTA SEC Documents (rather than in any notes thereto) as
adjusted for the passage of time through the Effective Time in accordance EUTA's
ordinary course of business, consistent with GAAP. No product designed,
manufactured, sold, leased or delivered by EUTA is subject to any guaranty,
warranty or other indemnity or similar liability beyond the applicable standard
terms and conditions of sale or lease.

         4.27 BENEFIT PLANS. The EUTA Disclosure Schedule contains a true and
complete list of each Benefit Plan currently sponsored, maintained or
contributed to by EUTA as well as any "employee benefit plan" as defined in
Section 3(3) of ERISA of EUTA. Any special tax status enjoyed by such plan is
noted on such schedule. With respect to each Benefit Plan and "employee benefit
plan" identified on the EUTA Disclosure Schedule, EUTA has heretofore delivered
or made available to Ironclad true and complete copies of the plan documents and
any amendments thereto (or, if the plan is not written, a written description
thereof). EUTA has performed in all material respects all obligations required
to be performed by it under each Benefit Plan and "employee benefit plan"
identified on the EUTA Disclosure Schedule, and each such Benefit Plan has been
established and maintained in all material respects in accordance with its terms
and in compliance with all applicable laws, statutes, orders, rules and
regulations, including but not limited to ERISA or the Code. EUTA's records
accurately reflect its employees' employment histories, including their hours of
service, and all such data is maintained in a usable form. EUTA has taken all
actions required to terminate the EUTA, Inc. 401(k) Plan.

         4.28 DISCLOSURE. None of the information supplied by EUTA in connection
with the solicitation by Ironclad of the Ironclad Shareholders' Approval
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made, not
misleading.

5. COVENANTS RELATING TO CONDUCT OF BUSINESS PRIOR TO MERGER.

         5.1 CONDUCT OF IRONCLAD, EUTA AND MERGERCO. Except as expressly
permitted by this Agreement, between the date of this Agreement and the
Effective Time, each of EUTA and Ironclad shall conduct its business only in the
ordinary course in substantially the same manner as heretofore conducted, and
use all its reasonable efforts to preserve intact its present business
organization and employees and to preserve the goodwill of Persons with which it
has business relations. Without limiting the generality of the foregoing, except
as otherwise expressly provided in this Agreement, between the date of this
Agreement and the Effective Time, (i) each of EUTA and Ironclad shall pay
accounts payable and pay and perform other obligations of its business when they
become due and payable in the ordinary course of business consistent with past
practice, or when required to be performed, as the case may be, and (ii) each of
EUTA, MergerCo and Ironclad shall (unless otherwise mutually agreed to in
writing):


                                       28
<PAGE>


                  5.1.1    not amend or alter its certificate or articles of
                           incorporation, bylaws, or similar charter documents,
                           except as required by the EUTA Reorganization (and in
                           accordance with the terms outlined on EXHIBIT B-1);

                  5.1.2    not engage in any transaction, except in the normal
                           and ordinary course of business except for (a) those
                           transactions contemplated by the Equity Financing, or
                           (b) the EUTA Reorganization, or create or suffer to
                           exist any Lien or other encumbrance upon any of its
                           assets or which will not be discharged in full prior
                           to the Effective Time;

                  5.1.3    not sell, exchange, lease, assign or otherwise
                           transfer any of its assets, or cancel or compromise
                           any debts or claims relating to their assets, other
                           than for fair value, in the ordinary course of
                           business, and consistent with past practice;

                  5.1.4    not (i) declare, set aside or pay any dividends on or
                           make  other  distributions  in  respect of any of its
                           capital shares,  (ii) split,  combine,  reclassify or
                           take  similar  action  with  respect  to  any  of its
                           capital  shares or issue or  authorize or propose the
                           issuance  of any other  securities  in respect of, in
                           lieu of or in  substitution  for its capital  shares,
                           (iii) adopt a plan of complete or partial liquidation
                           or  resolutions  providing  for or  authorizing  such
                           liquidation or a dissolution,  merger, consolidation,
                           restructuring,      recapitalization     or     other
                           reorganization,   or  (iv)   directly  or  indirectly
                           redeem,  repurchase or otherwise  acquire any capital
                           shares or any option with respect thereto, except for
                           repurchases  in  connection  with an existing  option
                           plan that  result  from a  participant's  use of such
                           Party's  Common  Stock  to  exercise  options  or pay
                           withholding taxes in connection with such exercise;

                  5.1.5    not sell,  issue,  grant or authorize the issuance or
                           grant of any capital stock, other security (including
                           the sale,  transfer or grant of any treasury  shares)
                           or any  obligation  convertible or  exchangeable  for
                           capital stock or any other security,  except that (i)
                           EUTA may contract for the issuance of up to 9,333,333
                           shares of EUTA Common Stock  pursuant to the terms of
                           the  Equity  Financing,  provided  shares  may not be
                           issued  except  in  connection   with   subscriptions
                           accepted  by  Ironclad,   (ii)   Ironclad  may  issue
                           Ironclad  Common  Stock  upon the valid  exercise  of
                           stock options and warrants outstanding as of the date
                           of  this  Agreement  and  (iii)  Ironclad  may  grant
                           options to purchase  shares of Ironclad  Common Stock
                           at  fair  market  value  in the  ordinary  course  of
                           business   consistent   with  past  practice  to  its
                           employees, officers, directors and consultants.

                  5.1.6    not fail to use reasonable efforts to preserve intact
                           its present  business  organizations,  keep available
                           the  services of its  employees  (except as expressly
                           provided    herein)   and   preserve   its   material
                           relationships with customers,  suppliers,  licensors,
                           licensees,  distributors and others,  to the end that
                           its good will and  on-going  business not be impaired
                           prior to the Effective Time;

                  5.1.7    not organize any subsidiary or acquire any capital
                           stock or other equity securities of any Person or any
                           equity or ownership interest in any business;

                  5.1.8    with respect to Ironclad, not enter into any
                           instrument which would constitute an Ironclad
                           Contract, as applicable, or enter into any material
                           amendment, supplement or waiver in respect of any
                           Ironclad Contract, in each case except in the
                           ordinary course of


                                       29
<PAGE>


                           business consistent with past practice and except for
                           contracts, agreements and instruments entered into or
                           executed in connection with the Equity Financing;

                  5.1.9    with respect to EUTA,  not enter into any  instrument
                           which  would   constitute   an  EUTA   Contract,   as
                           applicable,  or enter  into any  material  amendment,
                           supplement or waiver in respect of any EUTA Contract,
                           in  each  case  except  in  the  ordinary  course  of
                           business consistent with past practice and except for
                           contracts, agreements and instruments entered into or
                           executed in connection  with the Equity  Financing or
                           in connection with the EUTA  Reorganization (but only
                           if they are described on EXHIBIT B hereto);

                  5.1.10   not incur any severance pay obligation by reason of
                           this Agreement or the transactions contemplated
                           hereby;

                  5.1.11   not grant or extend any power of attorney other than
                           in the ordinary course of business which does not
                           affect a material part of its business;

                  5.1.12   keep in full force and effect insurance comparable in
                           amount and scope of coverage to insurance now carried
                           by it;

                  5.1.13   not make any material change with respect to their
                           business in accounting or bookkeeping methods,
                           principles or practices, except as required by GAAP;

                  5.1.14   promptly advise the other Party in writing of any
                           Material Adverse Effect with respect to it;

                  5.1.15   not agree or otherwise commit, whether in writing or
                           otherwise, to do, or take any action or omit to take
                           any action that would result in, any of the
                           foregoing;

                  5.1.16   not  acquire  or  agree to  acquire,  by  merging  or
                           consolidating  with, by purchasing an equity interest
                           in or a portion of the assets of, by  licensing or by
                           any other  manner,  any business or any  corporation,
                           partnership,    association    or   other    business
                           organization  or  division   thereof,   or  otherwise
                           acquire or agree to  acquire  any assets of any other
                           Person,  except  for  the  purchase  of  assets  from
                           suppliers  or  vendors  in  the  ordinary  course  of
                           business; or

                  5.1.17   not make any expenditure or enter into any commitment
                           or transaction exceeding $30,000 other than purchases
                           in the ordinary course of business consistent with
                           past practices.

         5.2 ADVICE OF CHANGES. Each Party shall promptly advise the other Party
in writing of (a) any event occurring subsequent to the date of this Agreement
that would render any representation or warranty of Ironclad contained in
SECTION 3 or EUTA or MergerCo contained in SECTION 4 untrue or inaccurate such
that the conditions set forth in SECTIONS 7.2 or 7.3 would not be satisfied, (b)
any breach of any covenant or obligation of Ironclad or EUTA or MergerCo
pursuant to this Agreement such that the condition set forth in SECTIONS 7.2 and
7.3 would not be satisfied, (c) any Material Adverse Change or Effect in
Ironclad or EUTA, or (d) any change, event, circumstance, condition or effect
that would reasonably be expected to result in a Material Adverse Change or
Effect on Ironclad or EUTA or cause any of the conditions set forth in SECTIONS
7.2 or 7.3 not to be satisfied, PROVIDED, HOWEVER, that the delivery of any
notice


                                       30
<PAGE>


pursuant to this SECTION 5.2 shall not be deemed to amend or supplement the
Ironclad or EUTA Disclosure Schedule.

         5.3 SEC REPORTS. EUTA shall (a) cause the forms, reports, schedules,
statements and other documents required to be filed with the SEC by EUTA between
the date of this Agreement and the Effective Time to be filed in a timely
manner, (b) submit to Ironclad all such forms, reports, schedules, statements
and other documents at least two (2) days prior to filing for its review, and
(c) remain a "reporting person" for the purposes of the Exchange Act. Except for
forms, reports, schedules, statements and other documents required to be filed
with the SEC by EUTA between the date of this Agreement and the Effective Time,
EUTA shall not file or cause to be filed with, or furnish or cause to be
furnished to, the SEC any forms, reports, schedules, statement or any other
documents, without the prior express written approval of Ironclad.

         5.4 POST EFFECTIVE AMENDMENT. EUTA shall cause each and all holders of
shares named as selling stockholders in the Post Effective Amendment No. 1 to
Registration Statement on Form SB-2 (File No. 333-118808) filed by EUTA on
January 18, 2006 (the "Post Effective Amendment"), to refrain from offering or
selling any shares under the Post Effective Amendment between the date of this
Agreement and the Effective Time, and EUTA shall take all such actions as may be
appropriate or necessary to ensure that no shares are offered or sold under the
Post Effective Amendment between the date of this Agreement and the Effective
Time. Without limiting the generality of the foregoing, EUTA shall promptly
advise in writing all holders of shares named as selling stockholders in the
Post Effective Amendment that such selling stockholders may not offer or sell
any shares under the Post Effective Amendment.

         5.5 144 OPINIONS AND RELATED MATTERS. Ironclad shall at its cost cause
its counsel to issue all opinions requested by holders of shares of EUTA Common
Stock held by the individuals listed on EXHIBIT B-4 hereto (after completion of
the share cancellation and purchase transactions described on EXHIBIT B-1) in
connection with any sale of such shares under Rule 144 of the Securities Act,
provided that, in each case (i) Ironclad's counsel determines there is a
reasonable basis for accomplishing a sale of such shares under Rule 144 (on the
basis of which the requested opinion(s) may be issued) and (ii) the parties (or
party) requesting such opinion(s) deliver(s) to Ironclad's counsel all documents
necessary in connection with the issuance of such opinion(s) (as requested by
Ironclad's counsel).

         5.6 MUTUAL ACKNOWLEDGMENTS. EUTA acknowledges that, as of the date
hereof, it has no reason to believe that persons holding outstanding shares of
EUTA Common Stock will not be able to resell such shares pursuant to Rule 144 of
the Securities Act (assuming full compliance with the provisions of such rule)
after the Closing. Based solely on its review of the EUTA SEC Documents and the
representations and warranties made by EUTA herein, and assuming the truth,
accuracy and completeness thereof, Ironclad acknowledges that, as of the date
hereof, it has no reason to believe that persons holding outstanding shares of
EUTA Common Stock will not be able to resell such shares pursuant to Rule 144 of
the Securities Act (assuming full compliance with the provisions of such rule)
after the Closing.


                                       31
<PAGE>


6. ADDITIONAL AGREEMENTS.

         6.1 BOARD OF DIRECTORS OF EUTA. At Closing, the current board of
directors of EUTA shall deliver duly adopted resolutions to: (a) set the size of
EUTA's board of directors to four (4) members effective as of the Closing; and
(b) appoint the following persons to EUTA's board of directors effective as of
the Closing: (i) R.D. Peter Bloomer; (ii) Eduard Jaeger, (iii) Scott Alderton,
and (iv) Vane P. Clayton; and (c) accepting the resignations of the current
officers of EUTA and the directors of EUTA effective as of the Closing. At
Closing, the current officers of EUTA and the directors of EUTA shall deliver
their resignations, as appropriate, as officers and directors of EUTA to be
effective upon the Closing (the "RESIGNATIONS").

         6.2 SCHEDULE 14F-1 INFORMATION STATEMENT. EUTA shall prepare the
information statement required by Rule 14f-1 promulgated under the Exchange Act
("14F-1 INFORMATION STATEMENT") in connection with the change of control to be
effectuated by the appointment of new officers and directors at Closing, and, at
least ten (10) days prior to Closing, EUTA shall file the 14f-1 Information
Statement with the SEC and mail the same to each of EUTA's Shareholders.

         6.3 TRANSACTION FORM 8-K. At least five (5) days prior to Closing, the
Parties shall prepare the Form 8-K announcing the Closing, which shall include
all information required by such form, including the information required by
Form 10-SB with respect to the Parties, any other information required in
connection with EUTA ceasing to be a shell company as a result of the
Transactions, the Ironclad Financial Statements and the Pro Forma Financial
Statements (as defined below) ("TRANSACTION FORM 8-K"), which shall be in a form
reasonably acceptable to EUTA and in a format acceptable for EDGAR filing. Prior
to Closing, the Parties shall prepare the press release announcing the
consummation of the Transaction hereunder ("PRESS RELEASE"). At the Closing,
EUTA shall file the Transaction Form 8-K with the SEC and distribute the Press
Release. Prior to Closing, EUTA shall prepare the information required by the
Transaction Form 8-K to announce the change in EUTA's certifying accountants
from Morgan & Company ("EUTA'S ACCOUNTANT") to Singer Lewak Greenbaum and
Goldstein, LLP, effective as of the Closing, in a form acceptable to Ironclad.
At Closing, EUTA's Accountant shall have issued its resignation letter to EUTA
resigning from the engagement and consenting to the use of its name and the
disclosure of its resignation in the Transaction Form 8-K ("RESIGNATION
LETTER").

         6.4 ISSUANCE OF BRIDGE FINANCING WARRANTS. EUTA and Ironclad each agree
that as soon as practicable after the Closing, EUTA will issue:

                  6.4.1    to Westrec Capital Partners, Inc. ("Westrec"),
                           warrants to purchase that number of shares of EUTA
                           Common Stock required to be issued pursuant to the
                           terms of that certain Loan Agreement, dated October
                           21, 2005, by and between Ironclad and Westrec; and

                  6.4.2    to shareholders participating in that certain bridge
                           financing which closed on March 8, 2006, each of whom
                           is party to a Stock Purchase Agreement dated March 8,
                           2006 between Ironclad and such shareholder, warrants
                           to purchase that number of shares required to be
                           issued pursuant to the terms of such Stock Purchase
                           Agreement.


                                       32
<PAGE>


         6.5 PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS. At least ten (10) days
prior to the Closing, the Parties shall deliver to EUTA pro forma consolidated
financial statements for the Parties, and pro forma consolidated financial
statements for the Parties and EUTA giving effect to the Transaction, for such
periods as required by the SEC to be included in the Transaction Form 8-K or any
other report or form required to be filed with the SEC at or after Closing with
respect to the Transaction, all prepared in all material respects with the
published rules and regulations of the SEC and in accordance with U.S. GAAP
applied on a consistent basis throughout the periods involved (the "PRO FORMA
FINANCIAL STATEMENTS"). The Pro Forma Financial Statements shall have been
reviewed by, the Accountant and shall be in a format acceptable for inclusion on
the Transaction 8-K.

         6.6 REQUIRED INFORMATION. In connection with the preparation of the
Transaction Form 8-K, 14c Information Statement, 14f-1 Information Statement,
and Press Release, and for such other reasonable purposes, each Party shall,
upon request by the other, furnish the other with all information concerning
themselves, their respective subsidiaries, directors, officers, managers,
managing members, shareholders and members (including the directors of EUTA to
be elected effective as of the Closing pursuant to SECTION 6.1 hereof any
officers appointed by such directors thereafter) and such other matters as may
be reasonably necessary or advisable in connection with the Transaction, or any
other statement, filing, notice or application made by or on behalf of each
Party and EUTA to any third party and/or any Governmental Entity in connection
with the Transaction and the other transactions contemplated hereby. Each party
warrants and represents to the other party that all such information shall be
true and correct in all material respects and will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements contained therein, in light
of the circumstances under which they were made, not misleading.

         6.7      CONFIDENTIALITY; ACCESS TO INFORMATION.

                  6.7.1    CONFIDENTIALITY.

                           Any confidentiality agreement or letter of intent
                  previously executed by the parties shall be superseded in its
                  entirety by the provisions of this Agreement. Each party
                  agrees to maintain in confidence any non-public information
                  received from the other party, and to use such non-public
                  information only for purposes of consummating the transactions
                  contemplated by this Agreement. Such confidentiality
                  obligations will not apply to (i) information which was known
                  to the one party or their respective agents prior to receipt
                  from the other party; (ii) information which is or becomes
                  generally known; (iii) information acquired by a party or
                  their respective agents from a third party who was not bound
                  to an obligation of confidentiality; and (iv) disclosure
                  required by law. In the event this Agreement is terminated as
                  provided in SECTION 9 hereof, each party will return or cause
                  to be returned to the other all documents and other material
                  obtained from the other in connection with the Transaction
                  contemplated hereby.


                                       33
<PAGE>


                  6.7.2    ACCESS TO INFORMATION.

                           (a)      Ironclad  will afford EUTA and its financial
                                    advisors,  accountants,  counsel  and  other
                                    representatives   reasonable  access  during
                                    normal  business   hours,   upon  reasonable
                                    notice,  to the properties,  books,  records
                                    and personnel of Ironclad  during the period
                                    prior  to  the   Closing   to   obtain   all
                                    information    concerning    the   business,
                                    including the status of product  development
                                    efforts,  properties,  results of operations
                                    and  personnel  of  Ironclad,  as  EUTA  may
                                    reasonably   request.   No   information  or
                                    knowledge    obtained   by   EUTA   in   any
                                    investigation pursuant to this SECTION 6.7.2
                                    will  affect  or be  deemed  to  modify  any
                                    representation or warranty  contained herein
                                    or the conditions to the  obligations of the
                                    Parties to consummate the Transaction.

                           (b)      EUTA will afford  Ironclad and its financial
                                    advisors, underwriters, accountants, counsel
                                    and other representatives  reasonable access
                                    during   normal   business    hours,    upon
                                    reasonable notice, to the properties, books,
                                    records  and  personnel  of EUTA  during the
                                    period  prior to the  Closing  to obtain all
                                    information    concerning    the   business,
                                    including the status of product  development
                                    efforts,  properties,  results of operations
                                    and  personnel  of  EUTA,  as  Ironclad  may
                                    reasonably   request.   No   information  or
                                    knowledge   obtained   by  Ironclad  in  any
                                    investigation  pursuant to this  SECTION 6.9
                                    will  affect  or be  deemed  to  modify  any
                                    representation or warranty  contained herein
                                    or the conditions to the  obligations of the
                                    Parties to consummate the Transaction.

         6.8 NO SOLICITATION. Other than with respect to the Transaction, each
Party agrees that neither of them nor any of their officers, directors,
managers, or managing members shall, and that they shall direct and use their
reasonable best efforts to cause their agents and other representatives
(including any investment banker, attorney or accountant retained by it) not to,
directly or indirectly, initiate, solicit, encourage or otherwise facilitate any
inquiries or the making of any proposal or offer with respect to (i) a merger,
reorganization, share exchange, consolidation or similar transaction involving
them, (ii) any sale, lease, exchange, mortgage, pledge, transfer or purchase of
all or substantially all of the assets or equity securities of them, taken as a
whole, in a single transaction or series of related transactions or (iii) any
tender offer or exchange offer for 20% or more of the outstanding shares of EUTA
Common Stock (any such proposal or offer being hereinafter referred to as an
"ACQUISITION PROPOSAL"). Each Party further agrees that neither of them nor any
of their officers, directors, managers, or managing members shall, and that they
shall direct and use their reasonable best efforts to cause their agents and
representatives not to, directly or indirectly, engage in any negotiations
concerning, or provide any confidential information or data to, or have any
discussions with, any person relating to an Acquisition Proposal, or otherwise
facilitate any effort or attempt to make or implement an Acquisition Proposal.
Each Party agrees that they will immediately cease and cause to be terminated
any existing discussions or negotiations with any parties conducted heretofore
with respect to any Acquisition Proposal. Each Party agrees that they will take
the necessary steps to


                                       34
<PAGE>


promptly inform the individuals or entities referred to in the first sentence
hereof of the obligations undertaken in this SECTION 6.8.

         6.9 PUBLIC DISCLOSURE. Except to the extent previously disclosed or to
the extent the parties believe that they are required by applicable law or
regulation to make disclosure, prior to Closing, no party shall issue any
statement or communication to the public regarding the Transaction without the
consent of the other party, which consent shall not be unreasonably withheld. To
the extent a party hereto believes it is required by law or regulation to make
disclosure regarding the Transaction, it shall, if possible, immediately notify
the other party prior to such disclosure. Notwithstanding the foregoing, the
parties hereto agree that EUTA will prepare and file the Transaction Form 8-K
pursuant to the Exchange Act reasonably acceptable to each Party to report the
execution of this Agreement and that any party hereto may file any reports as
required by the Exchange Act including, without limitation, any reports on
Schedule 13D.

         6.10     REASONABLE EFFORTS; NOTIFICATION.

                  6.10.1   Upon the  terms and  subject  to the  conditions  set
                           forth in this  Agreement,  each of the Parties agrees
                           to use its commercially  reasonable  efforts to take,
                           or cause to be  taken,  all  actions,  and to do,  or
                           cause to be done,  and to assist and  cooperate  with
                           the other  parties in doing,  all  things  necessary,
                           proper or advisable to consummate and make effective,
                           in  the  most  expeditious  manner  practicable,  the
                           Transaction and the other  transactions  contemplated
                           by  this  Agreement,   including  using  commercially
                           reasonable  efforts to accomplish the following:  (i)
                           the taking of all reasonable  acts necessary to cause
                           the conditions precedent set forth in SECTION 7 to be
                           satisfied,   (ii)  the  obtaining  of  all  necessary
                           actions or nonactions,  waivers, consents, approvals,
                           orders and authorizations from Governmental  Entities
                           and  the  making  of  all  necessary   registrations,
                           declarations,    notices   and   filings   (including
                           registrations, declarations, notices and filings with
                           Governmental  Entities, if any) and the taking of all
                           reasonable  steps as may be  necessary  to avoid  any
                           suit, claim,  action,  investigation or proceeding by
                           any Governmental  Entity,  (iii) the obtaining of all
                           consents,  approvals  or waivers  from third  parties
                           required as a result of the transactions contemplated
                           in this  Agreement,  (iv) the defending of any suits,
                           claims,   actions,   investigations  or  proceedings,
                           whether judicial or administrative,  challenging this
                           Agreement  or the  consummation  of the  transactions
                           contemplated  hereby,  including  seeking to have any
                           stay or temporary  restraining  order  entered by any
                           court  or  other   Governmental   Entity  vacated  or
                           reversed,  and (v) the  execution  or delivery of any
                           additional   instruments   reasonably   necessary  to
                           consummate the  transactions  contemplated by, and to
                           fully carry out the purposes of, this  Agreement.  In
                           connection  with and without  limiting the foregoing,
                           Each Party, and


                                       35
<PAGE>


                           its respective board of directors and each Party and
                           its managers, members, directors, officers and
                           Shareholders shall, if any state takeover statute or
                           similar statute or regulation is or becomes
                           applicable to the Transaction, this Agreement or any
                           of the transactions contemplated by this Agreement,
                           use their commercially reasonable efforts to enable
                           the Transaction and the other transactions
                           contemplated by this Agreement to be consummated as
                           promptly as practicable on the terms contemplated by
                           this Agreement. Notwithstanding anything herein to
                           the contrary, nothing in this Agreement shall be
                           deemed to require any of the Parties to agree to any
                           divestiture by itself or any of its affiliates of
                           shares of capital stock, membership interests or
                           ownership interest or of any business, assets or
                           property, or the imposition of any material
                           limitation on the ability of any of them to conduct
                           their business or to own or exercise control of such
                           assets, properties and stock.

                  6.10.2   Ironclad  shall  give  prompt  notice  to  EUTA  upon
                           becoming  aware that any  representation  or warranty
                           made by them  contained in this  Agreement has become
                           untrue or  inaccurate,  or of any failure of Ironclad
                           to comply with or satisfy in any material respect any
                           covenant,  condition or agreement to be complied with
                           or  satisfied by them under this  Agreement,  in each
                           case, such that the conditions set forth in SECTION 7
                           would not be satisfied;  provided,  however,  that no
                           such notification  shall affect the  representations,
                           warranties, covenants or agreements of the parties or
                           the  conditions  to the  obligations  of the  parties
                           under this Agreement.

                  6.10.3   EUTA  shall  give  prompt  notice  to  Ironclad  upon
                           becoming  aware that any  representation  or warranty
                           made by it  contained  in this  Agreement  has become
                           untrue or  inaccurate,  or of any  failure of EUTA to
                           comply  with or satisfy in any  material  respect any
                           covenant,  condition or agreement to be complied with
                           or  satisfied  by it under  this  Agreement,  in each
                           case, such that the conditions set forth in SECTION 7
                           would not be satisfied;  provided,  however,  that no
                           such notification  shall affect the  representations,
                           warranties, covenants or agreements of the parties or
                           the  conditions  to the  obligations  of the  parties
                           under this Agreement.

         6.11 TREATMENT AS A REORGANIZATION. Consistent with the intent of the
parties hereto, each of Ironclad and EUTA shall treat, and cause its Affiliates
to so treat, the Merger as a reorganization under Section 368(a) of the Code
with respect to all Tax Returns, to the extent consistent with law.

         6.12 ABSENCE OF MATERIAL LIABILITIES. Immediately prior to Closing,
EUTA shall have no liabilities or obligations requiring the payment of monies,
other than obligations under or with respect to: (i) any agreement with the
Transfer Agent, (ii) EUTA Contracts disclosed under SECTION 4.20 hereto, and
(iii) accounts payable and accrued expenses of EUTA


                                       36
<PAGE>


with respect to the period between the date hereof and the Closing. EUTA will
establish the Cash Reserve provided for in SECTION 4.8 in an amount equal to the
monetary obligations of EUTA prior to (and through) the Closing due to the
Transfer Agent, obligations pursuant to EUTA Contracts disclosed under SECTION
4.20 and obligations in respect of all unpaid accounts payable and accrued
expenses of EUTA as of and through the Closing (collectively, the "PRE-CLOSING
CASH OBLIGATIONS"). Upon the Closing, to the extent not satisfied by EUTA prior
to the Closing, the Pre-Closing Cash Obligations will be paid in full from the
Cash Reserve. Immediately prior to the Closing, EUTA shall cause all EUTA
Contracts (other than the agreement with the Transfer Agent) to be terminated.
Following the Closing, the Parties shall pay and satisfy EUTA's obligations
under the agreement with the Transfer Agent.

         6.13 MERGER EXPENSES. Each of the Parties shall be responsible for such
Party's legal fees and all other expenses incurred with in connection with the
Merger and the transactions contemplated hereby.

         6.14 BUSINESS RECORDS. At Closing, EUTA shall cause to be delivered to
the Parties all records and documents relating to EUTA, which EUTA possesses,
including, without limitation, books, records, government filings, Returns,
Charter Documents, Corporate Records, Stock Records, consent decrees, orders,
and correspondence, director and Shareholder minutes and resolutions, stock
ownership records, financial information and records, electronic files
containing any financial information and records, and other documents used in or
associated with EUTA.

         6.15 IRONCLAD SHAREHOLDER APPROVAL. Ironclad shall, as promptly as
practicable, duly submit this Agreement and the transactions contemplated by
this Agreement to the Ironclad Shareholders for approval and adoption. In
connection with the Merger, this Agreement and the other transactions
contemplated hereby, the Board of Directors of Ironclad shall (i) recommend to
the Ironclad Shareholders that they consent to, and use all commercially
reasonable efforts to obtain the approvals by the Ironclad Shareholders, of the
Merger, this Agreement and the other transactions contemplated hereby, and (ii)
otherwise comply with all requirements of applicable law and Ironclad's Articles
of Incorporation and Bylaws in connection with obtaining the Ironclad
Shareholders' Approval. Ironclad shall prepare and distribute to the Ironclad
Shareholders a consent solicitation disclosure statement in connection with the
solicitation of consents to obtain the Ironclad Shareholders' Approval, and
shall provide EUTA a reasonable period of time to review the disclosure
statement prepared in connection with such consent solicitation prior to the
delivery of such disclosure statement to the Ironclad Shareholders.

         6.16 AMENDING SCHEDULES. From time to time prior to the Closing, the
Parties shall promptly supplement or amend Ironclad Disclosure Schedules or EUTA
Disclosure Schedules, as applicable, hereto with respect to any matter arising
after the date of this Agreement which, if existing or occurring at the date of
this Agreement, would have been required to have been set forth in Ironclad
Disclosure Schedules or EUTA Disclosure Schedules, as applicable. Such
supplement or amendment shall have the effect of curing any related
misrepresentation or breach of warranty made in connection with the transactions
contemplated by this Agreement; PROVIDED, HOWEVER, each Party shall have a five
(5) business days following receipt of any supplemented or amended Ironclad
Disclosure Schedules or EUTA Disclosure Schedules, as applicable, which
supplement or amend the Ironclad Disclosure Schedules or


                                       37
<PAGE>


EUTA Disclosure Schedules, as applicable, in a material respect to elect (a) to
terminate this Agreement without any further liability to any other Party
hereunder, or (b) in such non-amending Party's sole discretion, to elect to
waive such breach and consummate the transactions contemplated by this
Agreement.

7. CONDITIONS PRECEDENT.

         7.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER. The
respective obligations of each Party to effect the Merger is subject to the
satisfaction or waiver on or prior to the Closing Date of the following
conditions:

                  7.1.1    NO INJUNCTIONS OR RESTRAINTS. No temporary
                           restraining order, preliminary or permanent
                           injunction or other order issued by any court of
                           competent jurisdiction or other legal restraint or
                           prohibition preventing the consummation of the Merger
                           shall be in effect.

         7.2      CONDITIONS TO OBLIGATIONS OF EUTA. The  obligations of EUTA to
effect the Merger are further subject to the following conditions:

                  7.2.1    REPRESENTATIONS  AND WARRANTIES.  The representations
                           and   warranties   of  Ironclad  set  forth  in  this
                           Agreement  shall be true and correct in all  material
                           respects,  in  each  case  as of  the  date  of  this
                           Agreement  and as of the Closing  Date as though made
                           on and as of the  Closing  Date,  unless  made  as of
                           another  date,  in which  case they shall be true and
                           correct in all material respects as of such date.

                  7.2.2    PERFORMANCE OF OBLIGATIONS OF IRONCLAD. Ironclad
                           shall have performed in all material respects all
                           obligations required to be performed by it under this
                           Agreement at or prior to the Closing Date.

                  7.2.3    NO MATERIAL ADVERSE CHANGE. Since the date hereof
                           there must have been no event, series of events or
                           the lack of occurrence thereof which, singularly or
                           in the aggregate, could reasonably be expected to
                           have a Material Adverse Effect on Ironclad.

                  7.2.4    CONSENTS, ETC. EUTA shall have received evidence, in
                           form and substance reasonably satisfactory to it,
                           that such licenses, permits, consents, approvals,
                           authorizations, qualifications and orders of
                           Governmental Entities and other third parties as
                           necessary in connection with the transactions
                           contemplated hereby have been obtained.

                  7.2.5    SHAREHOLDER APPROVAL. The Ironclad Shareholders'
                           Approval shall have been obtained by a vote of
                           holders at least 90% of the issued and outstanding
                           Ironclad Shares.

                  7.2.6    NO DISSENTERS. No Ironclad Shareholders shall have
                           dissented to the Merger or be entitled to exercise
                           dissenters' rights in connection with the Merger.

                  7.2.7    NO LITIGATION. There shall not be pending or
                           threatened by any Governmental Entity any suit,
                           action or proceeding (or by any other Person any
                           suit, action or proceeding which has a reasonable
                           likelihood of success) challenging or seeking to
                           restrain or prohibit the consummation of the Merger.


                                       38
<PAGE>


                  7.2.8    REGISTRATION  RIGHTS AGREEMENTS.  Ironclad shall have
                           executed a Registration  Rights  Agreement  providing
                           registration  rights  with  respect  to all shares of
                           EUTA Common Stock held by the  individuals  listed on
                           EXHIBIT  B-4 hereto  (after  completion  of the share
                           cancellation and purchase  transactions  described on
                           such EXHIBIT B-1) (the "REGISTRABLE EUTA SHARES"), in
                           substantially  the form  specified in SECTION  7.3.10
                           hereof  (covering  shares of EUTA  Common  Stock into
                           which  the  Ironclad  Series A  Preferred  Stock  and
                           Series  B  Preferred  Stock  will be  converted  upon
                           Closing), which shall provide for registration rights
                           that are  consistent  with and no more favorable than
                           those set  forth in the  Subscription  Agreement  but
                           which shall not include or provide for any  penalties
                           or  damages  for  the  failure  to  timely  file  any
                           registration statement or cause any such registration
                           statement to go effective by a time or date specified
                           in  such  form  of  Registration   Rights  Agreement.
                           Ironclad  shall have  executed a second  Registration
                           Rights Agreement providing demand registration rights
                           with respect to the  Registrable  EUTA Shares,  under
                           which holders of the Registrable EUTA Shares would be
                           entitled to one demand  registration  with respect to
                           the  Registrable  EUTA  Shares at any time  after 180
                           days following the Effective Time,  provided that (i)
                           all  Registrable  EUTA Shares are  excluded  from the
                           registration  statement  covering  the sale of shares
                           sold in the Equity  Financing  (pursuant to the terms
                           of the  Subscription  Agreements)  (as such terms are
                           defined  below),  and (ii) Ironclad  determines  that
                           sale  of  the  Registrable   EUTA  Shares  cannot  be
                           accomplished under Rule 144 of the Securities Act.

                  7.2.9    LEGAL OPINION. EUTA shall have received the legal
                           opinion of counsel to Ironclad, in substantially the
                           form of EXHIBIT F hereto.

                  7.2.10   OFFICER'S CERTIFICATE. EUTA shall have received an
                           officer's certificate, substantially in the form of
                           EXHIBIT D, duly executed on Ironclad's behalf.

                  7.2.11   SECRETARY'S CERTIFICATE. EUTA shall have received a
                           Secretary's certificate, substantially in the form of
                           EXHIBIT E, duly executed on Ironclad's behalf.

         7.3      CONDITIONS  TO  OBLIGATION  OF  IRONCLAD.  The  obligation  of
Ironclad to effect the Merger is further subject to the following conditions:

                  7.3.1    REPRESENTATIONS  AND WARRANTIES.  The representations
                           and  warranties  of EUTA set forth in this  Agreement
                           shall be true and correct in all  material  respects,
                           in each case as of the date of this  Agreement and as
                           of the  Closing  Date as though made on and as of the
                           Closing  Date,  unless  made as of another  date,  in
                           which  case  they  shall be true and  correct  in all
                           material respects as of such date.

                  7.3.2    DUE  DILIGENCE  ITEMS.  EUTA shall have  provided  to
                           Ironclad  copies  of  all  agreements  and  documents
                           requested by Ironclad before the Closing,  including,
                           without  limitation,  copies of  material  agreements
                           previously filed as exhibits to reports and documents
                           filed with, or furnished to, the SEC and satisfactory
                           evidence  of   termination   of  all  such   material
                           agreements filed with, or furnished to, the SEC.


                                       39
<PAGE>


                  7.3.3    PERFORMANCE OF  OBLIGATIONS OF EUTA.  EUTA shall have
                           performed  in all material  respects all  obligations
                           required to be performed  by it under this  Agreement
                           at or prior to the Closing Date.

                  7.3.4    NO MATERIAL ADVERSE CHANGE. Since the date hereof
                           there must have been no event, series of events or
                           the lack of occurrence thereof which, singularly or
                           in the aggregate, could reasonably be expected to
                           have a Material Adverse Effect on EUTA.

                  7.3.5    CONSENTS, ETC. Ironclad shall have received evidence,
                           in form and substance reasonably satisfactory to it,
                           that such licenses, permits, consents, approvals,
                           authorizations, qualifications and orders of
                           Governmental Entities and other third parties as
                           necessary in connection with the transactions
                           contemplated hereby have been obtained.

                  7.3.6    NO LITIGATION. There shall not be pending or
                           threatened by any Governmental Entity any suit,
                           action or proceeding (or by any other Person any
                           suit, action or proceeding which has a reasonable
                           likelihood of success) challenging or seeking to
                           restrain or prohibit the consummation of the Merger.

                  7.3.7    RESIGNATIONS. EUTA shall deliver to Ironclad the
                           Resignations, as required by SECTION 6.1.

                  7.3.8    AUDITED FINANCIAL STATEMENTS. Ironclad shall have
                           received final approval of its financial statements
                           for its fiscal year ending December 31, 2005 from its
                           auditors.

                  7.3.9    EQUITY  FINANCING.  Signed  subscriptions  shall have
                           been  received to purchase  7,333,333  shares of EUTA
                           Common  Stock  and  warrants  to  purchase  5,500,000
                           shares of EUTA Common Stock at $1.00 per share,  in a
                           private  placement  offering exempt from registration
                           under the  Securities  Act  pursuant to  Regulation D
                           promulgated  thereunder and otherwise pursuant to the
                           terms  outlined on EXHIBIT A-1 ("EQUITY  FINANCING"),
                           which subscriptions shall represent gross proceeds of
                           not less than  $5,500,000,  with such gross  proceeds
                           having  been  fully  funded  into an  escrow  account
                           established  for the Equity  Financing the release of
                           which to EUTA is conditioned only upon the Closing of
                           the   Merger,   and   EUTA's   acceptance   of   such
                           subscriptions  simultaneous  to or after the Closing.
                           The subscription agreements executed and delivered in
                           connection with the Equity  Financing shall be in the
                           form   attached    hereto   as   EXHIBIT   A-2   (the
                           "SUBSCRIPTION AGREEMENTS"), and all other agreements,
                           documents  and   instruments   contemplated   by  the
                           Subscription  Agreements shall have been executed and
                           delivered,  as provided  therein.  Ironclad  shall be
                           satisfied  that the offer  and sale of the  shares in
                           the Equity Financing were made in compliance with the
                           requirements under the Securities Act.

                  7.3.10   REGISTRATION   RIGHTS  AGREEMENT.   EUTA  shall  have
                           executed a Registration  Rights  Agreement  providing
                           registration  rights  with  respect  to all shares of
                           EUTA Common  Stock into which the  Ironclad  Series A
                           Preferred  Stock and Series B Preferred Stock will be
                           converted upon Closing, and all shares of EUTA Common
                           Stock underlying the warrants to be issued by EUTA in
                           exchange for warrants to purchase  Ironclad  Series A
                           Preferred  Stock  and  Ironclad  Series  B  Preferred
                           Stock, in a form acceptable to Ironclad,  which shall
                           provide for


                                       40
<PAGE>


                           registration rights that are consistent with and no
                           more favorable than those set forth in the
                           Subscription Agreement but which shall not include or
                           provide for any penalties or damages for the failure
                           to timely file any registration statement or to cause
                           any such registration statement to go effective by a
                           time or date specified in such Registration Rights
                           Agreement.

                  7.3.11   PREFERRED  STOCK  LOCK-UP  AGREEMENT.   Each  of  the
                           holders  of  Ironclad  Series A  Preferred  Stock and
                           Series B Preferred  Stock, and each of the holders of
                           warrants  to purchase  Series A  Preferred  Stock and
                           Series B  Preferred  Stock,  shall  have  executed  a
                           Lock-up  Agreement in a form  acceptable to Ironclad,
                           with respect to all shares of EUTA Common Stock to be
                           acquired  in  exchange  for  the  Ironclad  Series  A
                           Preferred  Stock and Series B Preferred Stock and all
                           shares of EUTA Common Stock  underlying EUTA warrants
                           issued in exchange for warrants to purchase  Ironclad
                           Series A  Preferred  Stock  and  Series  B  Preferred
                           Stock.

                  7.3.12   EUTA  LOCK-UP  AGREEMENT.  The  holders  of at  least
                           2,039,444  shares of EUTA  Common  Stock to be issued
                           and outstanding upon completion of, and in connection
                           with,  the EUTA  Reorganization  (the  "EUTA  LOCK-UP
                           SHARES") shall have executed Lock-up  Agreements in a
                           form acceptable to Ironclad (each such holder of EUTA
                           Lock-Up  Shares  signing  a  Lock-up   Agreement,   a
                           "LOCKED-UP EUTA SHAREHOLDER"), pursuant to which each
                           Locked-Up  EUTA  Shareholder  shall agree that, for a
                           period of twelve (12) months  following  the Closing,
                           such  shareholder  will not,  directly or indirectly,
                           (i)  offer,   sell,  assign,   transfer,   pledge  or
                           otherwise dispose of any of such  shareholder's  EUTA
                           Lock-Up Shares (including  without  limitation,  EUTA
                           Lock-Up   Shares    beneficially    owned   by   such
                           shareholder),  or (ii) enter into any hedging,  swap,
                           short sale or other similar transactions with respect
                           to  any  shares  of  EUTA  Common  Stock,  except  as
                           follows:  (a)  up to  ten  percent  (10.0%)  of  such
                           shareholder's  EUTA  Lock-Up  Shares  then  remaining
                           subject to such  Lock-Up  Agreement  will be released
                           from  the  offer  and  sale  limitations  under  such
                           Lock-Up  Agreement  during each  twenty (20)  trading
                           days immediately  following the 90-Day  Effectiveness
                           Period (each such twenty (20)  trading-day  period, a
                           "DESIGNATED TRADING PERIOD"), but only if (A) the per
                           share  closing  price  of EUTA  Common  Stock  on the
                           Nasdaq  Over-the-Counter  Bulletin Board has exceeded
                           $3.00   (as   adjusted   for   any   stock    splits,
                           combinations,  stock dividends,  reclassifications or
                           other  similar  events)  on at least  twenty  (20) of
                           thirty  (30)  trading  days  during  the   Applicable
                           Look-Back Period (defined below),  and (B) an average
                           daily trading  volume of at least 100,000  shares (as
                           adjusted for any stock  splits,  combinations,  stock
                           dividends, reclassifications or other similar events)
                           is  maintained  for the EUTA Common  Stock during any
                           twenty  (20) of thirty (30)  trading  days during the
                           Applicable  Look-Back Period,  provided that (for the
                           avoidance  of doubt)  (1) in no event  shall any EUTA
                           Lock-Up  Shares be released  (pursuant to this clause
                           (a)  of  this   SECTION   7.3.12)  from  any  of  the
                           obligations  under such Lock-Up Agreement at any time
                           before the first  trading day  immediately  following
                           expiration  of the 90-Date  Effectiveness  Period and
                           (2) in no event shall more than ten  percent  (10.0%)
                           of such shareholder's EUTA Lock-Up Shares be released
                           (pursuant to this clause (a) of this SECTION  7.3.12)
                           from  any  of  the  obligations  under  such  Lock-Up
                           Agreement during any Designated  Trading Period;  (b)
                           if (after the  Closing)  EUTA  completes a Subsequent
                           Equity Financing  Transaction (defined below), all of
                           such   shareholder's  EUTA  Lock-Up  Shares  will  be
                           released  from the  obligations  under  such  Lock-Up
                           Agreement on the initial  closing of such  Subsequent
                           Equity  Financing  Transaction;  and (c) up to twelve
                           and one half  percent  (12.5%) of such  shareholder's
                           EUTA Lock-Up  Shares then  remaining  subject to such
                           Lock-Up Agreement may be offered and sold during each
                           of  the  first  eight   calendar   months   following
                           expiration of the 90-Day Effectiveness Period).


                                       41
<PAGE>


                  For the purposes hereof, the following terms have the meanings
ascribed to them below: (i) "APPLICABLE LOOK-BACK PERIOD" means, with respect to
any determination date (which shall not be on any date or at any time before the
first trading day after expiration of the 90-Day Effectiveness Period), the
thirty (30) trading days immediately preceding (not inclusive of) such
determination date; (ii) "90-DAY EFFECTIVENESS PERIOD" means the period of
ninety (90) days after the date on which the registration statement covering the
resale of shares sold in the Equity Financing (pursuant to the terms of the
Subscription Agreement) shall have been declared effective by the SEC; (iii)
"CONVERTIBLE DEBT SECURITIES" means notes or debentures issued by the Company
that include terms entitling the holder of such notes or debentures to convert
amounts owed under them into common stock or preferred stock of the Company;
(iv) "NON-CONVERTIBLE DEBT TRANSACTION" means any financing transaction in which
the Company issues debt securities (including, without limitation, notes or
debentures) other than Convertible Debt Securities, whether or not warrants,
options or other similar derivative securities are also issued in such financing
transaction (and whether or not the holders of such warrants, options or other
derivative securities are entitled to registration rights); and (vi) "SUBSEQUENT
EQUITY FINANCING TRANSACTION" means the closing of any financing transaction
that is completed after the Closing and yields gross proceeds to the Company of
at least Three Million Dollars ($3,000,000) from the sale of the Company's
common stock, preferred stock or Convertible Debt Securities (for the avoidance
of doubt and without limiting the generality of the foregoing, Subsequent Equity
Financing Transaction shall not include the Equity Financing, any other
transactions relating to or consummated in connection with the Merger or any
Non-Convertible Debt Transaction).

                  If lock-up agreements to be executed under SECTION 7.3.11
hereof by holders of Ironclad Series A Preferred Stock or Series B Preferred
Stock (the "PREFERRED HOLDERS' LOCK-UP AGREEMENTS") provide for restrictions on
the sale and transfer of shares of EUTA Common Stock (that these holders will
receive upon consummation of the Merger, in exchange for shares of Ironclad
Series A Preferred Stock or Series B Preferred Stock) on terms that are less
restrictive than the terms contemplated under this SECTION 7.3.12 with respect
to the shares held by holders of EUTA Common Stock, holders of EUTA Common Stock
subject to the Lock-Up Agreements to be executed under this SECTION 7.3.12 shall
be entitled to transfer and sell their EUTA Lock-Up Shares on the terms of the
Preferred Holders' Lock-Up Agreements; provided, however, that in such event the
holders of EUTA Common Stock shall be subject to and bound by all terms,
conditions, obligations and arrangements contemplated by such Preferred Holders'
Lock-Up Agreements.

                  7.3.13   EUTA REORGANIZATION. The EUTA Reorganization shall
                           have been consummated pursuant to the terms outlined
                           on EXHIBIT B-1 hereto.

                  7.3.14   LEGAL OPINION. Ironclad shall have received the legal
                           opinion of counsel to EUTA, in substantially the form
                           of EXHIBIT I hereto.

                  7.3.15   OFFICER'S CERTIFICATE. Ironclad shall have received
                           an officer's certificate, substantially in the form
                           of EXHIBIT G, duly executed on EUTA's behalf.


                                       42
<PAGE>


                  7.3.16   SECRETARY'S CERTIFICATE. Ironclad shall have received
                           a Secretary's certificate,  substantially in the form
                           of EXHIBIT H, duly executed on EUTA's behalf.

8.       TERMINATION.

         8.1 TERMINATION. This Agreement may be terminated and abandoned at any
time prior to the Effective Time:

                  8.1.1    by mutual written consent of EUTA and Ironclad;

                  8.1.2    by either EUTA or Ironclad if any Governmental Entity
                           shall have issued an order, decree or ruling or taken
                           any other action permanently enjoining, restraining
                           or otherwise prohibiting the Merger and such order,
                           decree, ruling or other action shall have become
                           final and nonappealable;

                  8.1.3    by either EUTA or Ironclad if the Merger shall not
                           have been consummated on or before May 1, 2006 (other
                           than as a result of the failure of the Party seeking
                           to terminate this Agreement to perform its
                           obligations under this Agreement required to be
                           performed at or prior to the Effective Time);

                  8.1.4    by EUTA, if a Material Adverse Change shall have
                           occurred relative to Ironclad;

                  8.1.5    by EUTA, if Ironclad  materially  breaches any of its
                           representations  and  warranties  contained  in  this
                           Agreement  or  willfully  fails  to  perform  in  any
                           material  respect  any  of its  material  obligations
                           under this Agreement,  which failure or breach is not
                           cured  within ten (10) days  after EUTA has  notified
                           Ironclad  of its or their  intent to  terminate  this
                           Agreement pursuant to this SECTION 8.1.5;

                  8.1.6    by EUTA, if the Ironclad Shareholders do not approve
                           and adopt the Merger and the transactions
                           contemplated by this Agreement under the CGCL;

                  8.1.7    by Ironclad, if a Material Adverse Change shall have
                           occurred relative to EUTA;

                  8.1.8    by Ironclad,  if EUTA materially  breaches any of its
                           representations  and  warranties  contained  in  this
                           Agreement  or  willfully  fails  to  perform  in  any
                           material  respect  any  of its  material  obligations
                           under this Agreement,  in each case, which failure or
                           breach  is not  cured  within  ten  (10)  days  after
                           Ironclad has notified  EUTA of its or their intent to
                           terminate  this  Agreement  pursuant to this  SECTION
                           8.1.8;

                  8.1.9    by Ironclad, if the Shareholders of EUTA vote to
                           reject the approval and adoption of the matters
                           contemplated by such approval in under the Nevada
                           General Corporation Code;

                  8.1.10   by Ironclad, in its sole discretion, by giving notice
                           to EUTA on or before the Closing.


                                       43
<PAGE>


         8.2      EFFECT OF TERMINATION.

                  8.2.1    In the  event of  termination  of this  Agreement  by
                           either  Ironclad or EUTA as provided in SECTION  8.1,
                           this Agreement shall  forthwith  become void and have
                           no effect, without any liability or obligation on the
                           part of EUTA or Ironclad,  other than the  provisions
                           of SECTION  6.8.1,  SECTION 8.3,  SECTION 10 and this
                           SECTION 8.2. Nothing  contained in this Section shall
                           relieve   any   Party   for   any   breach   of   the
                           representations,  warranties, covenants or agreements
                           set forth in this Agreement.

                  8.2.2    In  the  event  Ironclad  terminates  this  Agreement
                           pursuant to SECTION  8.1.10,  then  Ironclad will pay
                           $300,000 to EUTA on the first  business day following
                           such  termination,  to compensate  EUTA,  for,  among
                           other  things,  its expenses and  management  time in
                           pursuing the transactions contemplated hereby and for
                           lost opportunity costs. EUTA agrees that such payment
                           will  be  its  sole  remedy   with   respect  to  any
                           termination of this Agreement by Ironclad pursuant to
                           SECTION 8.1.11.

         8.3 RETURN OF DOCUMENTS. In the event of termination of this Agreement
for any reason, EUTA and Ironclad will return to the other Party all of the
other Party's documents, work papers, and other materials (including copies)
relating to the transactions contemplated in this Agreement, whether obtained
before or after execution of this Agreement. EUTA and Ironclad will not use any
information so obtained from the other Party for any purpose and will take all
reasonable steps to have such other Party's information kept confidential.

9.       SURVIVAL.

         Except as specifically set forth in provisions contained herein which
contemplate the performance of any agreement or covenant by any party hereto
after the Closing, all representations, warranties, agreements and covenants
contained in or made pursuant to this Agreement by any party hereto or contained
in any Schedule hereto shall not survive the Closing, and no claims made by
virtue of such representations, warranties, agreements and covenants shall be
made or commenced by any party hereto from and after the Closing.

10. GENERAL PROVISIONS.

         10.1 AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed on behalf of each of the Parties.

         10.2 EXTENSION; WAIVER. The Parties may (a) extend the time for the
performance of any of the obligations or other acts of the other Parties, (b)
waive any inaccuracies in the representations and warranties contained in this
Agreement or in any document delivered pursuant to this Agreement, or (c) waive
compliance with any of the agreements or conditions contained in this Agreement.
Any agreement on the part of a Party to any such extension or waiver shall be
valid only if set forth in an instrument in writing signed on behalf of such
Party. The failure of any Party to assert any of its rights under this Agreement
or otherwise shall not constitute a waiver of such rights.

         10.3     NOTICES. All notices, requests, claims, demands and other
                  communications under this Agreement shall be in writing and
                  shall be deemed given if delivered Personally or


                                       44
<PAGE>


                  sent by facsimile, electronic mail, or overnight courier
                  (providing proof of delivery) to the parties at the following
                  addresses (or at such other address for a Party as shall be
                  specified by like notice):

         if to Ironclad, to:

                  Ironclad Performance Wear Corporation
                  12506 Beatrice St.
                  Los Angeles, CA 90066
                  Attn: Ed Jaeger, President
                  Fax:  (310) 577-5824

                  with a copy to (which shall not constitute notice):

                  Stubbs Alderton & Markiles, LLP
                  15821 Ventura Blvd., Suite 525
                  Encino, CA 91436
                  Attn: Scott Alderton, Esq.
                  Fax:  (818) 444-4520

         if to EUTA or MergerCo, to:

                  Europa Trade Agency Ltd.
                  3715 West 14th Avenue
                  Vancouver, British Columbia
                  CANADA
                  Attn: Thomas Lamb
                  Fax: (604) 662-3904

                  with a copy to (which shall not constitute notice):

                  Thomas E. Stepp, Jr.
                  Suite 105
                  32 Executive Park
                  Irvine, CA 92614-6742
                  Fax:

                  and

                  Kirkpatrick & Lockhart Nicholson Graham, LLP
                  10100 Santa Monica Blvd., 7th Floor
                  Los Angeles, CA 90067
                  Attn: Thomas Poletti
                  Fax: (310)552-5001

         10.4     INTERPRETATION.  When a reference is made in this Agreement to
a Section,  Exhibit or Schedule,  such reference shall be to a Section of, or an
Exhibit or Schedule to, this


                                       45
<PAGE>


Agreement unless otherwise indicated. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation".

         10.5 ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement and
the other agreements referred to herein constitute the entire agreement, and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter of this Agreement. Except as
expressly provided herein, this Agreement is not intended to confer upon any
Person other than the parties any rights or remedies.

         10.6 GOVERNING LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of California, regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws
thereof.

         10.7 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by any of the parties without the prior
written consent of the other parties. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by,
the parties and their respective successors and assigns.

         10.8 ENFORCEMENT. The parties agree that irreparable damage may occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to seek an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any federal or state court located
in the State of Delaware, this being in addition to any other remedy to which
they are entitled at law or in equity. In addition, each of the parties hereto
(a) consents to submit itself to the personal jurisdiction of any court sitting
in the State of Delaware in the event any dispute arises out of this Agreement
or any of the transactions contemplated by this Agreement to the extent such
courts would have subject matter jurisdiction with respect to such dispute and
(b) agrees that it will not attempt to deny or defeat such personal jurisdiction
or venue by motion or other request for leave from any such court.

         10.9 SEVERABILITY. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.

         10.10 SCHEDULES AND EXHIBITS. The Schedules and Exhibits to this
Agreement are hereby incorporated into this Agreement and are hereby made a part
of this Agreement as if set out in full in this Agreement.


                                       46
<PAGE>


         10.11 COUNTERPARTS. This Agreement may be executed in one or more
identical counterparts, all of which shall be considered one and the same
instrument and shall become effective when one or more such counterparts shall
have been executed by each of the parties and delivered to the other parties.
Delivery of a copy of this Agreement bearing an original signature by facsimile
transmission, by electronic mail in "portable document format" (".pdf") form, or
by any other electronic means intended to preserve the original graphic and
pictorial appearance of a document, will have the same effect as physical
delivery of the paper document bearing the original signature.

                            [SIGNATURE PAGE FOLLOWS.]


                                       47
<PAGE>


<PAGE>


         IN WITNESS WHEREOF, the undersigned have caused their duly authorized
officers to execute this Agreement as of the date first above written.



                                       IRONCLAD PERFORMANCE WEAR CORPORATION


                                       By:      /s/ Eduard Jaeger
                                           -------------------------------------
                                                Name:    Eduard Jaeger
                                                Title:   Chief Executive Officer


                                       EUROPA TRADE AGENCY LTD.


                                       By:      /s/ Thomas Lamb
                                           -------------------------------------
                                                Name:    Thomas Lamb
                                                Title:   Chief Executive Officer


                                       IRONCLAD MERGER CORPORATION


                                       By:      /s/ Thomas Lamb
                                           -------------------------------------
                                                Name:    Thomas Lamb
                                                Title:   Chief Executive Officer


                                       S-1
<PAGE>


                        INDEX OF SCHEDULES AND EXHIBITS


SCHEDULES:

Ironclad Disclosure Schedule
EUTA Disclosure Schedule

EXHIBITS:

Exhibit A-1:      Equity Financing Terms
Exhibit A-2:      Form of Subscription Agreement
Exhibit B-1:      EUTA Reorganization Terms
Exhibit B-2:      Form of Amended and Restated Purchase and Escrow Agreement
Exhibit B-3:      Form of Amended and Restated Shares Cancellation Agreement
Exhibit B-4:      EUTA Reorganization Capital Structure
Exhibit C:        Form of Certificate of Merger
Exhibit D:        Form of Ironclad Officer's Certificate
Exhibit E:        Form of Ironclad Secretary's Certificate
Exhibit F:        Form of Opinion of Ironclad Counsel
Exhibit G:        Form of EUTA Officer's Certificate
Exhibit H:        Form of EUTA Secretary's Certificate
Exhibit I:        [Reserved]
Exhibit J:        Articles of Incorporation of Surviving Corporation
Exhibit K:        Post-Closing EUTA Capital Structure


<PAGE>


                                   EXHIBIT A-1

                             EQUITY FINANCING TERMS

The terms of the Equity Financing are outlined in the Confidential Private
Placement Memorandum in connection with the Merger and Reorganization of Europa
Trade Agency Ltd. and Ironclad Performance Wear Corporation, dated March 2006,
which document is incorporated herein by reference.


                                      A1-1
<PAGE>


                                   EXHIBIT A-2

                         FORM OF SUBSCRIPTION AGREEMENT

                             SUBSCRIPTION AGREEMENT

         SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this __
day of __________________, 2006, by and among Europa Trade Agency Ltd., a Nevada
corporation (the "Company"), Ironclad Performance Wear Corporation, a California
corporation and upon the Closing Date (as defined below) a wholly owned
subsidiary of the Company ("Ironclad") and the undersigned (the "Subscriber").

         WHEREAS, the Company, the Company's wholly-owned subsidiary, Ironclad
Merger Corporation, and Ironclad are parties to a certain Agreement and Plan of
Merger dated as of _________, 2006 (the "Merger Agreement"), pursuant to which a
newly organized, wholly owned subsidiary of the Company will merge with and into
Ironclad, Ironclad will become a wholly owned subsidiary of the Company, and the
existing Ironclad stockholders will obtain majority ownership and control of the
Company (the "Merger"). Immediately after the effective time of the Merger (the
"Closing Date"), the Company will change its name to Ironclad Performance Wear
Corporation and will assume, through Ironclad, its business and operations.

         WHEREAS, as a condition to the closing of the Merger, the Company
intends to obtain subscriptions for the purchase and sale, in a private
placement transaction (the "Offering") pursuant to Regulation D promulgated
under the Securities Act of 1933, as amended (the "Act"), of Units (the "Units")
consisting of (i) one (1) share of the Company's common stock, par value $0.001
per share ("Common Stock"), and (ii) three-quarter (3/4) of a five (5) year
warrant to purchase one (1) share of the Company's Common Stock at an initial
exercise price of $1.00 per share (the "Warrants" and the Common Stock issuable
upon the exercise of the Warrants the "Warrant Shares"), on the terms and
conditions hereinafter set forth, and the Subscriber desires to acquire that
number of Units set forth on the signature page hereof.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

1. SUBSCRIPTION PROCEDURE

         1.1      Subject to the terms and conditions hereinafter set forth, the
                  Subscriber hereby subscribes for and agrees to purchase from
                  the Company such number of Units as is set forth upon the
                  signature page hereof at a price of $0.75 per Unit (the
                  "Purchase Price"). The Company agrees to sell such Units to
                  the Subscriber for the Purchase Price.

         1.2      The subscription period will begin as of March 8, 2006 and
                  will terminate (if the Closing Date has not earlier occurred)
                  at 5:00 PM Eastern Standard Time on April 30, 2006, unless
                  extended by for up to an additional 90 days (the "Termination
                  Date"). The Units will be offered on a "best efforts" basis as
                  more particularly set forth in the Confidential Private
                  Placement Memorandum dated March 2006 and any supplements
                  thereto (the "Offering Memorandum"). The minimum dollar amount
                  of Units that may be purchased by the Subscriber is $30,000
                  unless Ironclad and the Company waive the requirement. The
                  consummation of the Offering is subject to the satisfaction of
                  a number of conditions, as further described in the Offering
                  Memorandum, one or more of which conditions may not occur.


                                      A2-1
<PAGE>


         1.3      Placement of Units will be made by Brean Murray & Co., Inc and
                  GP Group, LLC, an affiliate of Gemini Partners, Inc. (the
                  "Placement Agents"), each of whom will receive certain
                  compensation therefor as provided in their Engagement
                  Agreements, which are more fully described in the Offering
                  Memorandum.

         1.4      The Purchase Price will be placed in escrow pursuant to an
                  escrow agreement by and among the Placement Agents, the
                  Company and American Stock Transfer Corporation as escrow
                  agent (the "Escrow Agreement"), and shall be paid over to the
                  Company at the closing of the purchase of the Units in the
                  Offering (the "Closing") to occur on the Closing Date.

         1.5      The certificates for the Common Stock together with the
                  accompanying Warrants bearing the name of the Subscriber will
                  be delivered by the Company no later than fifteen (15) days
                  following the Closing Date. The Subscriber hereby authorizes
                  and directs the Company to deliver the securities to be issued
                  to such Subscriber pursuant to this Subscription Agreement to
                  the residential or business address indicated in the Investor
                  Questionnaire.

         1.6      The Purchase Price for the Units purchased hereunder shall be
                  paid by certified check, payable to American Stock Transfer
                  Corporation, as escrow agent, or by wire transfer to American
                  Stock Transfer Corporation pursuant to the following
                  instructions:

                  Bank Name:           JP Morgan Chase Bank
                  ABA Routing No.:     021-000-021
                  Account No.          [________________]
                  Account Name:        American Stock Transfer & Trust Company -
                                       Europa Trade Agency Ltd.
                                       Escrow Account

         1.7      The Company and/or Ironclad may, in their sole discretion,
                  reject any subscription, in whole or in part, or terminate or
                  withdraw the Offering in its entirety at any time prior to a
                  closing in relation thereto. Neither the Company nor the
                  Placement Agent shall be required to allocate among investors
                  on a pro rata basis in the event of an over-subscription.

2. REPRESENTATIONS AND COVENANTS OF SUBSCRIBER

         2.1      The Subscriber recognizes that the purchase of Units involves
                  a high degree of risk in that (i) the Company will need
                  additional capital but has no assurance of additional
                  necessary capital; (ii) an investment in the Company is highly
                  speculative and only investors who can afford the loss of
                  their entire investment should consider investing in the
                  Company and the Units; (iii) an investor may not be able to
                  liquidate his investment; (iv) transferability of the
                  securities comprising the Units is extremely limited; (v) an
                  investor could sustain the loss of his entire investment; and
                  (vi) the Company is and will be subject to numerous other
                  risks and uncertainties, including without limitation,
                  significant and material risks relating to the Company's
                  business and the business and operations of Ironclad, and the
                  industries and markets in which the


                                      A2-2
<PAGE>


                  Company will compete, as well as risks associated with the
                  Offering, the Merger and the other transactions contemplated
                  herein, in the Offering Memorandum and in the Merger
                  Agreement, all as more fully set forth herein and in the
                  Offering Memorandum. For the avoidance of doubt, all
                  references to the Company in this Section 2.1 include the
                  Company's business and operations after it acquires the
                  business and operations of Ironclad through the Merger.

         2.2      The Subscriber represents that he is an "accredited investor"
                  as such term is defined in Rule 501 of Regulation D
                  promulgated under the Act, as indicated by his responses to
                  the Investor Questionnaire, the form of which is attached
                  hereto as EXHIBIT A, and that he or it is able to bear the
                  economic risk of an investment in the Units. The Subscriber
                  must complete the Investor Questionnaire to enable the Company
                  and Ironclad to access the Subscriber's eligibility for the
                  Offering.

         2.3      The Subscriber acknowledges that he has prior investment
                  experience, including without limitation, investment in
                  non-listed and non-registered securities, or he has employed
                  the services of an investment advisor, attorney or accountant
                  to read all of the documents furnished or made available by
                  the Company or Ironclad both to him and to all other
                  prospective investors in the Units and to evaluate the merits
                  and risks of such an investment on his behalf, and that he
                  recognizes the highly speculative nature of this investment.

         2.4      The Subscriber acknowledges receipt and careful review of the
                  Offering Memorandum, this Subscription Agreement, the Common
                  Stock Purchase Warrant and the attachments hereto and thereto
                  (collectively, the "Offering Documents") and hereby represents
                  that he has been furnished or given access by the Company or
                  Ironclad during the course of this Offering with or to all
                  information regarding the Company and Ironclad and their
                  respective financial conditions and results of operations
                  which he had requested or desired to know; that all documents
                  which could be reasonably provided have been made available
                  for his inspection and review; that he has been afforded the
                  opportunity to ask questions of and receive answers from duly
                  authorized representatives of the Company and Ironclad
                  concerning the terms and conditions of the Offering, and any
                  additional information which he had requested. The Subscriber
                  further represents and acknowledges that the Subscriber has
                  not seen or received any advertisement or general solicitation
                  with respect to the sale of any of the securities of the
                  Company, including, without limitation, the Units.

         2.5      The Subscriber acknowledges that this Offering of Units may
                  involve tax consequences, and that the contents of the
                  Offering Documents do not contain tax advice or information.
                  The Subscriber acknowledges that he must retain his own
                  professional advisors to evaluate the tax and other
                  consequences of an investment in the Units.

         2.6      The Subscriber acknowledges that this Offering of Units has
                  not been reviewed or approved by the United States Securities
                  and Exchange Commission ("SEC") because the Offering is
                  intended to be a nonpublic offering pursuant to Section 4(2)
                  of the Act. The Subscriber represents that the Units are being
                  purchased for his own account, for investment and not for
                  distribution or resale to others. The Subscriber agrees that
                  he will not sell or otherwise transfer any of the securities
                  comprising the Units unless they are registered under the Act
                  or unless an exemption from such registration is


                                      A2-3
<PAGE>


                  available and, upon the Company's request, the Company
                  receives an opinion of counsel reasonably satisfactory to the
                  Company confirming that an exemption from such registration is
                  available for such sale or transfer.

         2.7      The Subscriber understands that the Units have not been
                  registered under the Act by reason of a claimed exemption
                  under the provisions of the Act which depends, in part, upon
                  his investment intention. The Subscriber realizes that, in the
                  view of the SEC, a purchase now with the intention to
                  distribute would represent a purchase with an intention
                  inconsistent with his representation to the Company, and the
                  SEC might regard such a distribution as a deferred sale to
                  which such exemption is not available.

         2.8      The Subscriber understands that Rule 144 (the "Rule")
                  promulgated under the Act requires, among other conditions, a
                  one year holding period prior to the resale (in limited
                  amounts) of securities acquired in a non-public offering, such
                  as the Offering, without having to satisfy the registration
                  requirements under the Act. The Subscriber understands that
                  the Company makes no representation or warranty regarding its
                  fulfillment in the future of any reporting requirements under
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act"), or its dissemination to the public of any current
                  financial or other information concerning the Company, as is
                  required by Rule 144 as one of the conditions of its
                  availability. The Subscriber consents that the Company may, if
                  it desires, permit the transfer of the Common Stock included
                  in the Units or issuable upon the exercise of the Warrants out
                  of his name only when his request for transfer is accompanied
                  by an opinion of counsel reasonably satisfactory to the
                  Company that neither the sale nor the proposed transfer
                  results in a violation of the Act, any applicable state "blue
                  sky" laws or any applicable securities laws of any other
                  country, province or jurisdiction (collectively, "Securities
                  Laws"). The Subscriber agrees to hold the Company, Ironclad
                  and their respective directors, officers and controlling
                  persons and their respective heirs, representatives,
                  successors and assigns harmless and to indemnify them against
                  all liabilities, costs and expenses incurred by them as a
                  result of any misrepresentation made by him contained herein
                  or in the Investor Questionnaire or any sale or distribution
                  by the undersigned Subscriber in violation of any Securities
                  Laws.

         2.9      The Subscriber consents to the placement of one or more
                  legends on any certificate or other document evidencing his
                  Units and the Common Stock or Warrants included in the Units
                  or issuable upon the exercise of the Warrants stating that
                  they have not been registered under the Act and are subject to
                  the terms of this Subscription Agreement, and setting forth or
                  referring to the restrictions on the transferability and sale
                  thereof.

         2.10     The Subscriber understands that the Company and Ironclad will
                  review this Subscription Agreement and the Investor
                  Questionnaire and is hereby given authority by the undersigned
                  to call his bank or place of employment or otherwise review
                  the financial standing of the Subscriber; and it is further
                  agreed that the Company and Ironclad reserve the unrestricted
                  right to reject or limit any subscription and to close the
                  offer at any time.


                                      A2-4
<PAGE>


         2.11     The Subscriber hereby represents that the address of
                  Subscriber furnished by him at the end of this Subscription
                  Agreement and in the Investor Questionnaire is the
                  undersigned's principal residence if he is an individual or
                  its principal business address if it is a corporation or other
                  entity.

         2.12     The Subscriber acknowledges that if the Subscriber is a
                  Registered Representative of a National Association of
                  Securities Dealers, Inc. ("NASD") member firm, he must give
                  such firm the notice required by the NASD Conduct Rules, or
                  any applicable successor rules of the NASD, receipt of which
                  must be acknowledged by such firm on the signature page
                  hereof. The Subscriber shall also notify the Company if the
                  Subscriber or any affiliate of Subscriber is a registered
                  broker-dealer with the SEC, in which case the Subscriber
                  represents that the Subscriber is purchasing the Units in the
                  ordinary course of business and, at the time of purchase of
                  the Units, has no agreements or understandings, directly or
                  indirectly, with any person to distribute the Units or any
                  portion thereof.

         2.13     The Subscriber hereby represents that, except as set forth in
                  the Offering Documents, no representations or warranties have
                  been made to the Subscriber by either the Company or Ironclad
                  or their agents, employees or affiliates and in entering into
                  this transaction, the Subscriber is not relying on any
                  information, other than that contained in the Offering
                  Documents.

         2.14     The Subscriber agrees that he will purchase securities in the
                  Offering only if his intent at such time is to make such
                  purchase for investment purposes and not with a view toward
                  resale.

         2.15     If the undersigned Subscriber is a partnership, corporation,
                  trust or other entity, such partnership, corporation, trust or
                  other entity further represents and warrants that: (i) it was
                  not formed for the purpose of investing in the Company; (ii)
                  it is authorized and otherwise duly qualified to purchase and
                  hold the Units; and (iii) that this Subscription Agreement has
                  been duly and validly authorized, executed and delivered and
                  constitutes the legal, binding and enforceable obligation of
                  the undersigned.

         2.16     If the Subscriber is not a United States person, such
                  Subscriber hereby represents that it has satisfied itself as
                  to the full observance of the laws of its jurisdiction in
                  connection with any invitation to subscribe for the Units or
                  any use of this Subscription Agreement, including (i) the
                  legal requirements within its jurisdiction for the purchase of
                  the Units, (ii) any foreign exchange restrictions applicable
                  to such purchase, (iii) any governmental or other consents
                  that may need to be obtained, and (iv) the income tax and
                  other tax consequences, if any, that may be relevant to the
                  purchase, holding, redemption, sale or transfer of the Units.
                  Such Subscriber's subscription and payment for, and his or her
                  continued beneficial ownership of the Units and of the shares
                  of Common Stock included therein or issuable upon the exercise
                  of the Warrants, will not violate any applicable securities or
                  other laws of the Subscriber's jurisdiction.

         2.17     The undersigned hereby covenants and agrees that neither it
                  nor any of its affiliates has or will have an open position
                  (e.g., short sale) in the Common Stock or any Warrant Shares
                  prior to the Registration Statement (as defined below) being
                  declared effective by the SEC with the intent of covering such
                  open position with Common Stock or Warrant Shares being
                  registered in the Registration Statement. The undersigned
                  hereby acknowledges and understands that the SEC has taken the
                  position that such an open position would constitute a
                  violation of Section 5 of the Act.


                                      A2-5
<PAGE>


         2.18     The Subscriber acknowledges that (i) the Offering Memorandum
                  contains material, non-public information concerning the
                  Company within the meaning of Regulation FD promulgated by the
                  SEC, and (ii) the Subscriber is obtaining such material,
                  non-public information solely for the purpose of considering
                  whether to purchase the Units pursuant to a private placement
                  that is exempt from registration under the Act. In accordance
                  with Regulation FD and other applicable provisions of the
                  Securities Laws, the Subscriber agrees to keep such
                  information confidential and not to disclose it to any other
                  person or entity except the Subscriber's legal counsel, other
                  advisors and other representatives who have agreed (i) to keep
                  such information confidential, (ii) to use such information
                  only for the purpose set forth above, and (iii) to comply with
                  applicable securities laws with respect to such information.
                  In addition, the Subscriber further acknowledges that the
                  Subscriber and such legal counsel, other advisors and other
                  representatives are prohibited from trading in the Company's
                  securities while in possession of material, non-public
                  information and agrees to refrain from purchasing or selling
                  securities of the Company until such material, non-public
                  information has been publicly disseminated by the Company. The
                  Subscriber agrees to indemnify and hold harmless the Company,
                  Ironclad and their respective officers, directors, employees
                  and affiliates and each other person, if any, who controls any
                  of the foregoing, against any loss, liability, claim, damage
                  and expense whatsoever (including, but not limited to, any and
                  all expenses whatsoever reasonably incurred in investigating,
                  preparing or defending against any litigation commenced or
                  threatened or any claim whatsoever) arising out of or based
                  upon any false representation or warranty by the Subscriber,
                  or the Subscriber's breach of, or failure to comply with, any
                  covenant or agreement made by the Subscriber herein or in any
                  other document furnished by the Subscriber to the Company,
                  Ironclad or their respective officers, directors, employees or
                  affiliates or each other person, if any, who controls any of
                  the foregoing in connection with this transaction.

         2.19     The Subscriber understands and acknowledges that (i) the Units
                  are being offered and sold to Subscriber without registration
                  under the Act in a private placement that is exempt from the
                  registration provisions of the Act under Section 4(2) of the
                  Act and (ii) the availability of such exemption depends in
                  part on, and that the Company will rely upon the accuracy and
                  truthfulness of, the foregoing representations, and such
                  Subscriber hereby consents to such reliance.

3. REPRESENTATIONS BY THE COMPANY AND IRONCLAD

                  Except as set forth in the reports filed by the Company
pursuant to the Securities Exchange Act of 1934, as amended (the "SEC Reports"),
each of the Company and, as applicable, Ironclad severally represent and warrant
to the Subscriber that:

         3.1      ORGANIZATION AND AUTHORITY. The Company and Ironclad, and each
                  of their respective subsidiaries, (i) is a corporation validly
                  existing and in good standing under the laws of the
                  jurisdiction of its incorporation, (ii) has all requisite
                  corporate power and authority to own, lease and operate its
                  properties and to carry on its business as presently
                  conducted, and (iii) has all requisite corporate power and
                  authority to execute, deliver and perform their obligations
                  under this Subscription Agreement and the Offering Documents
                  being executed and delivered by it in connection herewith, and
                  to consummate the transactions contemplated hereby and
                  thereby.


                                      A2-6
<PAGE>


         3.2      QUALIFICATIONS. The Company and Ironclad, and each of their
                  respective subsidiaries, is duly qualified to do business as a
                  foreign corporation and is in good standing in all
                  jurisdictions where such qualification is necessary and where
                  failure so to qualify could have a material adverse effect on
                  the business, properties, operations, condition (financial or
                  other), results of operations or prospects of the Company and
                  its subsidiaries (after the effective time of the Merger),
                  taken as a whole.

         3.3      CAPITALIZATION OF THE COMPANY. Immediately after the effective
                  time of the Merger (but before the closing of this Offering),
                  the authorized capital stock of the Company will consist of
                  50,000,000 shares of Common Stock, $0.001 par value per share.
                  Of the authorized capital stock of the Company, immediately
                  after the effective time of the Merger (but before the closing
                  of this Offering), there will be outstanding 19,853,115 shares
                  of Common Stock, options to purchase an aggregate of 2,592,641
                  shares of Common Stock, and warrants to purchase an aggregate
                  of 2,715,737 shares of Common Stock, including warrants to be
                  issued by the Company to certain Ironclad investors upon
                  consummation of the Merger, but excluding any warrants to be
                  issued to the Placement Agents as described in the Offering
                  Documents. Except as a result of the purchase and sale of the
                  Units, as contemplated in the Merger Agreement or as disclosed
                  in the SEC Reports or the Offering Documents, there are no
                  additional outstanding options, warrants, script rights to
                  subscribe to, calls or commitments of any character whatsoever
                  relating to, or securities, rights or obligations convertible
                  into or exchangeable for, or giving any person any right to
                  subscribe for or acquire from the Company, any shares of
                  Common Stock, or contracts, commitments, understandings or
                  arrangements by which the Company or any subsidiary is or may
                  become bound to issue additional shares of Common Stock, or
                  securities or rights convertible or exchangeable into shares
                  of Common Stock. Except as described in the Offering
                  Documents, the issuance and sale of the Units will not
                  obligate the Company to issue shares of Common Stock or other
                  securities to any person (other than the Subscribers) and will
                  not result in a right of any holder of Company securities to
                  adjust the exercise, conversion, exchange or reset price under
                  such securities. The shares of the Company's capital stock
                  outstanding immediately after the effective time of the Merger
                  (but before the closing of the Offering) are or will be duly
                  authorized and validly issued and are or will be fully paid
                  and nonassessable. None of the outstanding shares of Common
                  Stock or options, warrants, or rights or other securities
                  entitling the holders to acquire Common Stock has been issued
                  in violation of the preemptive rights of any security holder
                  of the Company. No holder of any of the Company's securities
                  has any rights, "demand," "piggy-back" or otherwise, to have
                  such securities registered by reason of the intention to file,
                  filing or effectiveness of the Registration Statement (as
                  defined below), except as contemplated by the Merger Agreement
                  and as described in the Offering Documents. The Common Stock
                  and the Warrants to be issued to the Subscriber have been duly
                  authorized, and when issued and paid for in accordance with
                  this Subscription Agreement, the Common Stock will be duly and
                  validly issued, fully paid and non-assessable, and the Warrant
                  Shares, when issued upon exercise of the Warrants in exchange
                  for the payment in full of the exercise price for such Warrant
                  Share therein specified, will be duly and validly issued,
                  fully paid and non-assessable. The Common Stock is eligible
                  for quotation on the NASD OTC Bulletin Board, the Company and
                  the Common Stock meets the criteria for continued quotation
                  and trading on the OTC Bulletin Board, and no suspension of
                  trading in the Common Stock is in effect.


                                      A2-7
<PAGE>


         3.4      CORPORATE AUTHORIZATION. The Offering Documents have been duly
                  and validly authorized by the Company and Ironclad. This
                  Subscription Agreement, assuming due execution and delivery by
                  the Subscriber, and the Warrants, when the Subscription
                  Agreement and the Warrants are executed and delivered by the
                  Company, will be, valid and binding obligations of the
                  Company, enforceable in accordance with their respective
                  terms, except as the enforceability hereof and thereof may be
                  limited by bankruptcy, insolvency, reorganization, moratorium
                  or other similar laws now or hereafter in effect relating to
                  or affecting creditors' rights generally and general
                  principles of equity, regardless of whether enforcement is
                  considered in a proceeding in equity or at law.

         3.5      NON-CONTRAVENTION. The execution and delivery of the Offering
                  Documents by the Company and Ironclad, the issuance of the
                  Units as contemplated by the Offering Documents and the
                  completion by the Company and Ironclad of the other
                  transactions contemplated by the Offering Documents do not and
                  will not, with or without the giving of notice or the lapse of
                  time, or both, (i) result in any violation of any provision of
                  the articles of incorporation or by-laws or similar
                  instruments of the Company or Ironclad or their respective
                  subsidiaries, (ii) conflict with or result in a breach by
                  Ironclad or its subsidiaries of any of the terms or provisions
                  of, or constitute a default under, or result in the
                  modification of, or result in the creation or imposition of
                  any lien, security interest, charge or encumbrance upon any of
                  the properties or assets of Ironclad or its subsidiaries,
                  pursuant to any agreements, instruments or documents filed as
                  exhibits to the SEC Reports or any indenture, mortgage, deed
                  of trust or other agreement or instrument to which Ironclad or
                  any of its subsidiaries is a party or by which Ironclad or any
                  of its subsidiaries or any of its properties or assets are
                  bound or affected, in any such case which would have a
                  material adverse effect on the business, properties,
                  operations, condition (financial or other), results of
                  operations or prospects of Ironclad and its subsidiaries,
                  taken as a whole, or the validity or enforceability of, or the
                  ability of Ironclad to perform their obligations under, the
                  Offering Documents, (iii) violate or contravene any applicable
                  law, rule or regulation or any applicable decree, judgment or
                  order of any court, United States federal or state regulatory
                  body, administrative agency or other governmental body having
                  jurisdiction over Ironclad or any of its subsidiaries or any
                  of its properties or assets that would have a material adverse
                  effect on the business, properties, operations, condition
                  (financial or other), results of operations or prospects of
                  the Ironclad and its subsidiaries (after the effective time of
                  the Merger), taken as a whole, or the validity or
                  enforceability of, or the ability of the Company or Ironclad
                  to perform its obligations under, the Offering Documents, or
                  (iv) have any material adverse effect on any permit,
                  certification, registration, approval, consent, license or
                  franchise necessary for Ironclad or its subsidiaries (after
                  the effective time of the Merger) to own or lease and operate
                  any of its properties and to conduct any of its business or
                  the ability of Ironclad or its subsidiaries to make use
                  thereof.

         3.6      INFORMATION  PROVIDED.   The  Company  hereby  represents  and
                  warrants to the Subscriber  that the  information set forth in
                  the Offering Memorandum, the SEC


                                      A2-8
<PAGE>


                  Reports and any other document provided by the Company (or the
                  Company's authorized representatives) to the Subscriber in
                  connection with the transactions contemplated by this
                  Subscription Agreement, does not contain any untrue statement
                  of a material fact or omit to state any material fact
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they are made, not
                  misleading, it being understood that for purposes of this
                  Section 3.6, any statement contained in such information shall
                  be deemed to be modified or superseded for purposes of this
                  Section 3.6 to the extent that a statement in any document
                  included in such information which was prepared and furnished
                  to the Subscriber on a later date or filed with the SEC on a
                  later date modifies or replaces such statement, whether or not
                  such later prepared and furnished or filed statement so
                  states. Ironclad hereby represents and warrants to the
                  Subscriber that the information set forth in the Offering
                  Memorandum and any other document provided by Ironclad (or
                  Ironclad's authorized representatives) to the Subscriber in
                  connection with the transactions contemplated by this
                  Subscription Agreement, does not contain any untrue statement
                  of a material fact or omit to state any material fact
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they are made, not
                  misleading.

         3.7      ABSENCE OF CERTAIN PROCEEDINGS. Ironclad is not aware of any
                  action, suit, proceeding, inquiry or investigation before or
                  by any court, public board or body, or governmental agency
                  pending or threatened against or affecting Ironclad or any of
                  its subsidiaries, in any such case wherein an unfavorable
                  decision, ruling or finding would have a material adverse
                  effect on the business, properties, operations, condition
                  (financial or other), results of operations or prospects of
                  the Company or Ironclad, or the transactions contemplated by
                  the Offering Documents or which could adversely affect the
                  validity or enforceability of, or the authority or ability of
                  the Company or Ironclad to perform its obligations under, the
                  Offering Documents; and to the Company's and Ironclad's
                  knowledge there is not pending or contemplated any, and there
                  has been no, investigation by the SEC involving Ironclad or
                  any of its current or former directors or officers.

         3.8      COMPLIANCE WITH LAW. Neither Ironclad nor any of its
                  subsidiaries is in violation of or has any liability under any
                  statute, law, rule, regulation, ordinance, decision or order
                  of any governmental agency or body or any court, domestic or
                  foreign, except where such violation or liability would not
                  individually or in the aggregate have a material adverse
                  effect on the business, properties, operations, condition
                  (financial or other), results of operations or prospects of
                  Ironclad or any of its subsidiaries (after the effective time
                  of the Merger), taken as a whole; and to the knowledge of
                  Ironclad there is no pending investigation that would
                  reasonably be expected to lead to such a claim.

         3.9      TAX MATTERS. Ironclad and its subsidiaries have filed all
                  federal, state and local income and franchise tax returns
                  required to be filed and has paid all taxes shown by such
                  returns to be due, and no tax deficiency has been determined
                  adversely to Ironclad or any of its subsidiaries which has had
                  (nor does Ironclad or any of its subsidiaries have any
                  knowledge of any tax deficiency which, if determined adversely
                  to Ironclad or any of its subsidiaries, might have) a material
                  adverse effect on the business, properties, operations,
                  condition (financial or other), results of operations, or
                  prospects of Ironclad or any of its subsidiaries (after the
                  effective time of the Merger), taken as a whole.


                                      A2-9
<PAGE>


4. REGISTRATION RIGHTS

         4.1      REGISTRATION REQUIREMENT. Subject to the terms and limitations
                  hereof, the Company shall file a registration statement on
                  Form SB-2 or other appropriate registration document under the
                  Act (the "Registration Statement") for resale of the Common
                  Stock and the Warrant Shares (the "Registrable Securities")
                  and shall use its reasonable best efforts to maintain the
                  Registration Statement effective for a period of twenty-four
                  (24) months at the Company's expense (the "Effectiveness
                  Period"). The Company shall file such Registration Statement
                  no later than forty five (45) days after the Closing Date (the
                  "Registration Filing Date"), and shall use reasonable best
                  efforts to cause such Registration Statement to become
                  effective within one hundred and fifty (150) days after the
                  Closing Date. Subject to the conditions and limitations
                  hereof, including the limitations set forth in Section 4.2,
                  the Company's failure to satisfy the obligations specified in
                  the immediately preceding sentence shall require the Company
                  to make a cash payment, as liquidated damages, to the
                  Subscriber of 0.0333% of the Purchase Price of the Units sold
                  to the Subscriber under this Subscription Agreement for each
                  business day of such failure. For the avoidance of doubt, any
                  right to receive such cash payment shall be Subscriber's sole
                  and exclusive remedy for the failure of the Company to satisfy
                  the obligations under this Section 4.1.

         4.2      LIMITATION TO REGISTRATION REQUIREMENT. Notwithstanding the
                  foregoing, the Company shall not be obligated to effect any
                  registration of the Registrable Securities or take any other
                  action pursuant to this Section 4: (i) in any particular
                  jurisdiction in which the Company would be required to execute
                  a general consent to service of process in effecting such
                  registration, qualification or compliance unless the Company
                  is already subject to service in such jurisdiction and except
                  as may be required by the Act, or (ii) during any period in
                  which the Company suspends the rights of a subscriber after
                  giving the Subscriber written notification of a Potential
                  Material Event (defined below) pursuant to Section 4.6 hereof.

         4.3      EXPENSES OF REGISTRATION. Except as otherwise expressly set
                  forth, the Company shall bear all expenses incurred by the
                  Company in compliance with the registration obligation of the
                  Company, including, without limitation, all registration and
                  filing fees, printing expenses, fees and disbursements of
                  counsel for the Company incurred in connection with any
                  registration, qualification or compliance pursuant to this
                  Subscription Agreement and all underwriting discounts, selling
                  commissions and expense allowances applicable to the sale of
                  any securities by the Company for its own account in any
                  registration. All underwriting discounts, selling commissions
                  and expense allowances applicable to the sale by Subscriber of
                  Registrable Securities and all fees and disbursements of
                  counsel for the Subscriber shall be borne by the Subscriber.

         4.4      INDEMNIFICATION.

                  (a)      To the extent permitted by law the Company will
                           indemnify each Subscriber, each of its officers,
                           directors, agents, employees and partners, and each
                           person controlling such Subscriber, with respect to
                           each registration, qualification or compliance
                           effected pursuant to this Agreement, and each
                           underwriter, if any, and each


                                     A2-10
<PAGE>


                           person who controls any underwriter, and their
                           respective counsel against all claims, losses,
                           damages and liabilities (or actions, proceedings or
                           settlements in respect thereof) arising out of or
                           based on (i) any untrue statement (or alleged untrue
                           statement) of a material fact contained in any
                           prospectus, offering circular or other document
                           prepared by the Company (including any related
                           registration statement, notification or the like)
                           incident to any such registration, qualification or
                           compliance, or (ii) any omission (or alleged
                           omission) to state therein a material fact required
                           to be stated therein or necessary to make the
                           statements therein not misleading, or any violation
                           by the Company of the Act or any rule or regulation
                           thereunder applicable to the Company and relating to
                           action or inaction required of the Company in
                           connection with any such registration, qualification
                           or compliance, and subject to the provisions of
                           Section 4.4(c) below, will reimburse each such
                           Subscriber, each of its officers, directors, agents,
                           employees and partners, and each person controlling
                           such Subscriber, each such underwriter and each
                           person who controls any such underwriter, for any
                           legal and any other expenses as they are reasonably
                           incurred in connection with investigating and
                           defending any such claim, loss, damage, liability or
                           action, provided that the Company will not be liable
                           in any such case to the extent that any such claim,
                           loss, damage, liability or expense arises out of or
                           is based on any untrue statement (or alleged untrue
                           statement) or omission (or alleged omissions) based
                           upon written information furnished to the Company by
                           (or on behalf of) such Subscriber or underwriter, or
                           if the person asserting any such loss, claim, damage
                           or liability (or action or proceeding in respect
                           thereof did not receive a copy of an amended
                           preliminary prospectus or the final prospectus (or
                           the final prospectus as amended and supplemented) at
                           or before the written confirmation of the sale of
                           such Registrable Securities to such person because of
                           the failure of the Subscriber or underwriter to so
                           provide such amended preliminary or final prospectus
                           (or the final prospectus as amended and
                           supplemented); provided, however, that the indemnity
                           agreement contained in this subsection shall not
                           apply to amounts paid in settlement of any such loss,
                           claim, damage, liability or action if such settlement
                           is effected without the consent of the Company (which
                           consent shall not be unreasonably withheld), nor
                           shall the Company be liable in any such case for any
                           such loss, claim, damage, liability or action to the
                           extent that it arises out of or is based upon a
                           violation which occurs in reliance upon and in
                           conformity with written information furnished
                           expressly for use in connection with such
                           registration by the Subscriber, any such partner,
                           officer, director, employee, agent or controlling
                           person of such Subscriber, or any such underwriter or
                           any person who controls any such underwriter;
                           provided, however, that the obligations of the
                           Company hereunder shall be limited to an amount equal
                           to the portion of net proceeds represented by the
                           Registrable Securities pursuant to this Subscription
                           Agreement.

                  (b)      To the extent permitted by law, each Subscriber whose
                           Registrable    Securities   are   included   in   any
                           registration,  qualification  or compliance  effected
                           pursuant   to  this   Subscription   Agreement   will
                           indemnify the Company,  and its directors,  officers,
                           agents,  employees and each  underwriter,  if any, of
                           the   Company's   securities   covered   by   such  a
                           registration statement,  each person who controls the
                           Company or such underwriter within the meaning of the
                           Act and the rules and  regulations  thereunder,  each
                           other  such  Subscriber  and each of their  officers,
                           directors,  partners,  agents and employees, and each
                           person   controlling  such   Subscriber,   and  their
                           respective   counsel  against  all  claims,   losses,
                           damages  and   liabilities  (or  actions  in  respect
                           thereof) arising out of or based on any


                                     A2-11
<PAGE>


                           untrue statement (or alleged untrue statement) of a
                           material fact contained in any such registration
                           statement, prospectus, offering circular or other
                           document, or any omission (or alleged omission) to
                           state therein a material fact required to be stated
                           therein or necessary to make the statements therein
                           not misleading, and will reimburse the Company and
                           such Subscribers, directors, officers, partners,
                           persons, underwriters or control persons for any
                           legal or any other expenses as they are reasonably
                           incurred in connection with investigating or
                           defending any such claim, loss, damage, liability or
                           action, in each case to the extent, but only to the
                           extent, that such untrue statement (or alleged untrue
                           statement) or omission (or alleged omission) is made
                           in such registration statement, prospectus, offering
                           circular or other document in reliance upon and in
                           conformity with written information furnished to the
                           Company by such Subscriber; PROVIDED, HOWEVER, that
                           the obligations of any Subscriber hereunder shall be
                           limited to an amount equal to the net proceeds to
                           such Subscriber from Registrable Securities sold
                           under such registration statement, prospectus,
                           offering circular or other document as contemplated
                           herein; provided, further, that the indemnity
                           agreement contained in this subsection shall not
                           apply to amounts paid in settlement of any such loss,
                           claim, damage, liability or action if such settlement
                           is effected without the consent of the Subscriber,
                           which consent shall not be unreasonably withheld or
                           delayed.

                  (a)      Each party  entitled  to  indemnification  under this
                           Section (the  "Indemnified  Party") shall give notice
                           to the party required to provide indemnification (the
                           "Indemnifying Party") promptly after such Indemnified
                           Party has actual  knowledge  of any claim as to which
                           indemnity  may  be  sought,   and  shall  permit  the
                           Indemnifying  Party to assume the defense of any such
                           claim or any litigation resulting therefrom, provided
                           that counsel for the  Indemnifying  Party,  who shall
                           conduct the  defense of such claim or any  litigation
                           resulting   therefrom,   shall  be  approved  by  the
                           Indemnified   Party   (whose   approval   shall   not
                           unreasonably be withheld),  and the Indemnified Party
                           may  participate  in such  defense  at  such  party's
                           expense; and provided further that if any Indemnified
                           Party  reasonably  concludes that there may be one or
                           more  legal  defenses  available  to it that  are not
                           available  to the  Indemnifying  Party,  or that such
                           claim or litigation  involves or could have an effect
                           on matters beyond the scope of this  Agreement,  then
                           the  Indemnified  Party may retain its own counsel at
                           the expense of the  Indemnifying  Party; and provided
                           further that the failure of any Indemnified  Party to
                           give notice as provided  herein shall not relieve the
                           Indemnifying  Party  of its  obligations  under  this
                           Agreement  unless  and only to the  extent  that such
                           failure to give notice results in material  prejudice
                           to the Indemnifying  Party. No Indemnifying Party, in
                           the defense of any such claim or  litigation,  shall,
                           except  with the consent of each  Indemnified  Party,
                           consent  to entry of any  judgment  or enter into any
                           settlement which does not include as an unconditional
                           term  thereof the giving by the claimant or plaintiff
                           to such  Indemnified  Party  of a  release  from  all
                           liability  in respect  to such  claim or  litigation.
                           Each Indemnified Party shall furnish such information
                           regarding  itself  or the  claim  in  question  as an
                           Indemnifying  Party may reasonably request in writing
                           and as shall be  reasonably  required  in  connection
                           with defense of such claim and  litigation  resulting
                           therefrom.

                  (b)      If the indemnification provided for in this Section
                           is held by a court of competent jurisdiction to be
                           unavailable to an Indemnified Party with respect to
                           any loss, liability, claim, damage or expense
                           referred to herein, then the Indemnifying Party, in
                           lieu of indemnifying such Indemnified Party
                           hereunder, shall contribute to the


                                     A2-12
<PAGE>


                           amount paid or payable by such Indemnified Party as a
                           result of such loss, liability, claim, damage or
                           expense in such proportion as is appropriate to
                           reflect the relative fault of the Indemnifying Party
                           on the one hand and of the Indemnified Party on the
                           other in connection with the statements or omissions
                           which resulted in such loss, liability, claim, damage
                           or expense as well as any other relevant equitable
                           considerations. The relative fault of the
                           Indemnifying Party and of the Indemnified Party shall
                           be determined by reference to, among other things,
                           whether the untrue or alleged untrue statement of a
                           material fact or the omission to state a material
                           fact relates to information supplied by the
                           Indemnifying Party or by the Indemnified Party and
                           the parties' relative intent, knowledge, access to
                           information and opportunity to correct or prevent
                           such statement or omission.

         4.5      TRANSFER OR ASSIGNMENT OF REGISTRATION RIGHTS. The Registrable
                  Securities, and any related benefits to the Subscriber
                  hereunder may be transferred or assigned by the Subscriber to
                  a permitted transferee or assignee, provided that the Company
                  is given written notice of such transfer or assignment,
                  stating the name and address of said transferee or assignee
                  and identifying the Registrable Securities with respect to
                  which such registration rights are being transferred or
                  assigned; provided further that the transferee or assignee of
                  such Registrable Securities shall be deemed to have assumed
                  the obligations of the Subscriber under this Subscription
                  Agreement by the acceptance of such assignment and shall, upon
                  request from the Company, evidence such assumption by delivery
                  to the Company of a written agreement assuming such
                  obligations of the Subscriber.

         4.6      REGISTRATION PROCEDURES. In the case of the registration
                  effected by the Company pursuant to this Subscription
                  Agreement, the Company will keep the Subscriber advised in
                  writing as to the initiation of each registration and as to
                  the completion thereof. The Company will:

                  (a)      Prepare and file with the SEC such amendments and
                           supplements to such registration statement and the
                           prospectus used in connection with such registration
                           statement as may be necessary to comply with the
                           provisions of the Act with respect to the disposition
                           of securities covered by such registration statement;

                  (b)      Respond as promptly as reasonably practicable to any
                           comments received from the SEC with respect to a
                           registration statement or any amendment thereto.

                  (c)      Notify  the  Subscriber  as  promptly  as  reasonably
                           practicable  and (if  requested  by any such  person)
                           confirm  such  notice in  writing  no later  than one
                           trading day  following  the day (A) when a prospectus
                           or  any  prospectus   supplement  or   post-effective
                           amendment to a registration  statement is proposed to
                           be  filed  and (B)  with  respect  to a  registration
                           statement or any post-effective  amendment,  when the
                           same has become effective;

                  (d)      Furnish such number of prospectuses and other
                           documents incident thereto, including supplements and
                           amendments, as the Subscriber may reasonably request;


                                     A2-13
<PAGE>


                  (e)      Furnish to the Subscriber, upon request, a copy of
                           all documents filed with and all correspondence from
                           or to the SEC in connection with any such
                           registration statement other than non-substantive
                           cover letters and the like;

                  (f)      Use its reasonable best efforts to avoid the issuance
                           of, or, if issued, obtain the withdrawal of (i) any
                           order suspending the effectiveness of a registration
                           statement, or (ii) any suspension of the
                           qualification (or exemption from qualification) of
                           any of the Registrable Securities for sale in any
                           jurisdiction, at the earliest practicable moment; and

                  (g)      Use its reasonable best efforts to comply with all
                           applicable rules and regulations of the SEC.

Notwithstanding the foregoing, if at any time or from time to time after the
date hereof, the Company notifies the Subscriber in writing of the existence of
an event or circumstance that is not disclosed in the Registration Statement and
that may have a material effect on the Company or its business (a "Potential
Material Event"), the Subscriber shall not offer or sell any Registrable
Securities, or engage in any other transaction involving or relating to the
Registrable Securities, from the time of the giving of notice with respect to a
Potential Material Event until the Company notifies the Subscriber that such
Potential Material Event either has been added to the Registration Statement by
amendment or supplement or no longer constitutes a Potential Material Event;
PROVIDED, that the Company may not so suspend the right of Subscriber for more
than 120 days during any 12 month period.

         4.7      STATEMENT OF BENEFICIAL OWNERSHIP. The Company may require the
                  Subscriber to furnish to the Company a certified statement as
                  to the number of shares of Common Stock beneficially owned by
                  such Subscriber and the controlling person thereof and any
                  other such information regarding the Subscriber, the
                  Registrable Securities held by the Subscriber and the intended
                  method of disposition of such securities as shall be
                  reasonably required with respect to the registration of the
                  Subscriber's Registrable Securities. The Subscriber hereby
                  understands and agrees that the Company may, in its sole
                  discretion, exclude the Subscriber's shares of Common Stock
                  (including such shares into which the Warrants are
                  exercisable) from the Registration Statement in the event that
                  the Subscriber fails to provide such information requested by
                  the Company within the time period reasonably specified by the
                  Company or is required to do so by law or the SEC.

         4.8      COMPLIANCE. Subscriber covenants and agrees that such
                  Subscriber will comply with the prospectus delivery
                  requirements of the Act as applicable to such Subscriber in
                  connection with sales of Registrable Securities pursuant to
                  the registration statement required hereunder.

         4.9      PIGGY-BACK REGISTRATIONS. If at any time during the
                  Effectiveness Period there is not an effective registration
                  statement covering all of the Registrable Securities and the
                  Company shall determine to prepare and file with the SEC a
                  registration statement relating to an offering for its own
                  account or the account of others under the Act of any of its
                  Common Stock, other than an offering of securities issued
                  pursuant to a Strategic Issuance (as defined below) and other
                  than a Form S-4 or Form S-8 registration statement (each as
                  promulgated under the Act or their then equivalents relating
                  to equity


                                     A2-14
<PAGE>


                  securities to be issued solely in connection with any business
                  combination transaction, acquisition of any entity or business
                  or equity securities issuable in connection with stock option
                  or other employee benefit plans), then the Company shall send
                  to the Subscriber (together with any other holders of its
                  Common Stock or Warrants possessing "piggyback registration
                  rights" comparable to those granted to the Subscriber
                  hereunder ("Rightsholders")) written notice of such
                  determination and, if within fifteen (15) days after receipt
                  of such notice, the Subscriber shall so request in writing,
                  the Company shall include in such registration statement all
                  or any part of such Registrable Securities such Subscriber
                  requests to be registered; provided that the Company shall not
                  be required to register any Registrable Securities pursuant to
                  this Section that are eligible for resale pursuant to Rule
                  144(k) promulgated under the Act; and provided further that
                  the Company may, without the consent of the Subscriber,
                  withdraw such registration statement before its becoming
                  effective if the Company or other stockholders have elected to
                  abandon the proposal to register the securities proposed to be
                  registered thereunder. If the registration statement is being
                  filed for an underwritten public offering, the Subscriber must
                  timely execute and deliver the usual and customary agreement
                  among the Company, such Subscriber and the underwriters
                  relating to the registration; If the registration statement is
                  being filed for an underwritten offer and sale by the Company
                  of securities for its own account and the managing
                  underwriters advise the Company in writing that in their
                  opinion the offering contemplated by the registration
                  statement cannot be successfully completed if the Company were
                  to also register the Registrable Shares of the Subscriber
                  requested to be included in such registration statement, then
                  the Company will include in the registration: (i) first, any
                  securities the Company proposes to sell, (ii) second, any
                  securities of any person whose securities are being registered
                  as a result of the exercise of a demand registration right,
                  and (iii) third, that portion of the aggregate number of
                  shares being requested for inclusion in the registration
                  statement by (X) the Subscriber and (Y) all other
                  Rightsholders, which in the opinion of such managing
                  underwriters can successfully be sold, such number of shares
                  to be taken PRO RATA from the Rightsholders on the basis of
                  the total number of shares being requested for inclusion in
                  the registration statement by each Rightsholder. "Strategic
                  Issuance" shall mean an issuance of securities: (i) in
                  connection with a "corporate partnering" transaction or a
                  "strategic alliance" (as determined by the Board of Directors
                  of the Company in good faith); (ii) in connection with any
                  financing transaction in respect of which the Company is a
                  borrower; or (iii) to a vendor, lessor, lender, or customer of
                  the Company, or a research, manufacturing or other commercial
                  collaborator of the Company, in a transaction approved by the
                  Board of Directors, provided in any case, that such issuance
                  is not being made primarily for the purpose of avoiding
                  compliance with this Subscription Agreement.

5.       MISCELLANEOUS

         5.1      Any notice or other communication given hereunder shall be
                  deemed sufficient if in writing and sent by registered or
                  certified mail, return receipt requested, addressed to the
                  Company, at Ironclad Performance Wear Corporation, 1111 East
                  El Seugndo Blvd., El Segundo, Calfironia 90245, Attention: Ed
                  Jaeger, President, with a copy to (which shall not constitute
                  notice) Stubbs, Alderton & Markiles, LLP, 15260 Ventura
                  Boulevard, 20th Floor, Sherman Oaks, California 91403,
                  Attention: Scott Alderton, Esq., and to the Subscriber at his
                  address indicated on the signature page of this


                                     A2-15
<PAGE>


                  Subscription Agreement. Notices shall be deemed to have been
                  given three (3) business days after the date of mailing,
                  except notices of change of address, which shall be deemed to
                  have been given when received.

         5.2      This Subscription Agreement may be amended through a written
                  instrument signed by the Subscriber, Ironclad and the Company;
                  provided, however, that the terms of Section 4 of this
                  Subscription Agreement may be amended without the consent or
                  approval of the Subscriber so long as such amendment applies
                  in the same fashion to the subscription agreements of all of
                  the other subscribers for Units in the Offering and at least
                  holders of a majority of the Units sold in the Offering have
                  given their approval of such amendment, which approval shall
                  be binding on all holders of Units.

         5.3      This Subscription Agreement shall be binding upon and inure to
                  the benefit of the parties hereto and to their respective
                  heirs, legal representatives, successors and assigns. This
                  Subscription Agreement sets forth the entire agreement and
                  understanding between the parties as to the subject matter
                  hereof and merges and supersedes all prior discussions,
                  agreements and understandings of any and every nature among
                  them.

         5.4      Notwithstanding the place where this Subscription Agreement
                  may be executed by any of the parties hereto, the parties
                  expressly agree that all the terms and provisions hereof shall
                  be construed in accordance with and governed by the laws of
                  the State of Delaware.

         5.5      This Subscription Agreement may be executed in counterparts.
                  It shall not be binding upon the Company and Ironclad unless
                  and until it is accepted by the Company and Ironclad. Upon the
                  execution and delivery of this Subscription Agreement by the
                  Subscriber, this Subscription Agreement shall become a binding
                  obligation of the Subscriber with respect to the purchase of
                  Units as herein provided; subject, however, to the right
                  hereby reserved to the Company to enter into the same
                  agreements with other subscribers and to add and/or to delete
                  other persons as subscribers.

         5.6      The holding of any provision of this Subscription Agreement to
                  be invalid or unenforceable by a court of competent
                  jurisdiction shall not affect any other provision of this
                  Subscription Agreement, which shall remain in full force and
                  effect.

         5.7      It is agreed that a waiver by either party of a breach of any
                  provision of this Subscription Agreement shall not operate, or
                  be construed, as a waiver of any subsequent breach by that
                  same party.

         5.8      The parties agree to execute and deliver all such further
                  documents, agreements and instruments and take such other and
                  further action as may be necessary or appropriate to carry out
                  the purposes and intent of this Subscription Agreement.

         5.9      The Company agrees not to disclose the names, addresses or any
                  other information about the Subscribers, except as required by
                  law, provided that the Company may provide information
                  relating to the Subscriber as required in any registration
                  statement under the Act that may be filed by the Company
                  pursuant to the requirements of this Subscription Agreement.


                                     A2-16
<PAGE>


         5.10     The obligation of the Subscriber hereunder is several and not
                  joint with the obligations of any other subscribers for the
                  purchase of Units in the Offering (the "Other Subscribers"),
                  and the Subscriber shall not be responsible in any way for the
                  performance of the obligations of any Other Subscribers.
                  Nothing contained herein or in any other agreement or document
                  delivered at the Closing, and no action taken by the
                  Subscriber pursuant hereto, shall be deemed to constitute the
                  Subscriber and the Other Subscribers as a partnership, an
                  association, a joint venture or any other kind of entity, or
                  create a presumption that the Subscriber and the Other
                  Subscribers are in any way acting in concert with respect to
                  such obligations or the transactions contemplated by this
                  Subscription Agreement. The Subscriber shall be entitled to
                  protect and enforce the Subscriber's rights, including without
                  limitation the rights arising out of this Subscription
                  Agreement, and it shall not be necessary for any Other
                  Subscriber to be joined as an additional party in any
                  proceeding for such purpose. The language used in this
                  Agreement will be deemed to be the language chosen by the
                  parties to express their mutual intent, and no rules of strict
                  construction will be applied against any party. The Subscriber
                  is not acting as part of a "group" (as that term is used in
                  Section 13(d) of the 1934 Act) in negotiating and entering
                  into this Subscription Agreement or purchasing the Units or
                  acquiring, disposing of or voting any of the underlying shares
                  of Common Stock or the Warrant Shares. The Company hereby
                  confirms that it understands and agrees that the Subscriber is
                  not acting as part of any such group.



                            [SIGNATURE PAGE FOLLOWS]


                                     A2-17
<PAGE>


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


------------------------------      ------------------------------------
Signature of Subscriber                  Signature of Co-Subscriber

------------------------------      ------------------------------------
Name of Subscriber                         Name of Co-Subscriber
[please print]

------------------------------      ------------------------------------
Address of Subscriber                    Address of Co-Subscriber

------------------------------      ------------------------------------
Social Security or Taxpayer             Social Security or Taxpayer
Identification Number of                 Identification Number of
Subscriber                                    Co-Subscriber



------------------------------
Number of Units Subscribed For



Subscription Agreed to and Accepted

EUROPA TRADE AGENCY LTD.                    IRONCLAD PERFORMANCE
                                            WEAR CORPORATION


By:                                         By:
   --------------------------------            ---------------------------------
Name:                                       Name:
     ------------------------------              -------------------------------
Title:                                      Title:
      -----------------------------               ------------------------------


                                     A2-18
<PAGE>


                                   EXHIBIT B-1

                            EUTA REORGANIZATION TERMS

The terms of the EUTA Reorganization shall be the terms outlined in the Amended
and Restated Purchase and Escrow Agreement and Amended and Restated Share
Cancellation Agreement, attached as EXHIBIT B-2 and B-3 to the Merger Agreement,
respectively, plus a forward stock split resulting in 3,489,444 shares of EUTA
common stock issued and outstanding immediately prior to the Effective Time.

The capital structure of EUTA resulting from the consummation of the EUTA
Reorganization (but not taking into account the Merger or the Equity Financing)
is reflected on EXHIBIT B-4 to the Merger Agreement.


                                      B1-1
<PAGE>


                                   EXHIBIT B-2

           FORM OF AMENDED AND RESTATED PURCHASE AND ESCROW AGREEMENT


          This AMENDED AND RESTATED PURCHASE AND ESCROW AGREEMENT ("Agreement")
is entered into as of this 7th day of March, 2006 by and among the Holders
listed in Section 5 herein (each a "Purchaser" and together the "Purchasers"),
certain non-affiliate stockholders of Europa Trade Agency, Ltd., a Nevada
corporation ("EUTA") (each a "Stockholder," collectively, the "Stockholders"),
Thomas Lamb, principal stockholder, executive officer and director of EUTA
("Lamb Junior"), Craig Lamb, a principal stockholder of EUTA ("Lamb Senior"),
and Stone & Graves ("Escrow Agent").

                                    RECITALS

          WHEREAS, EUTA is contemplating a reverse merger transaction with
Ironclad Performance Wear, Inc., a Delaware corporation ("Ironclad") (the
reverse merger is referred to herein as the "Merger");

          WHEREAS, EUTA, Ironclad and or wholly-owned subsidiary of EUTA will
enter into an Agreement and Plan of Merger (the "Merger Agreement") whereby the
Merger will be effected;

          WHEREAS, the Purchasers wish to purchase an aggregate of 911,000
shares of EUTA common stock currently held by the Stockholders (the "Common
Stock") upon the closing of the Merger;

          WHEREAS, the Stockholders wish to sell an aggregate of 911,000 shares
of Common Stock to the Purchasers upon the closing of the Merger;

          WHEREAS, Lamb Junior and Lamb Senior wish to have an aggregate of
2,000,000 shares of EUTA common stock held by them cancelled (the "Cancellation
Shares") upon the closing of the Merger further to a Share Cancellation
Agreement to be entered into concurrently herewith by and among EUTA, Lamb
Junior, Lamb Senior and the Escrow Agent (the "Cancellation Agreement");

          WHEREAS, if the Merger does not occur as described herein, the
Purchasers, excluding GCM, Inc., Gemini Partners, Inc., Martial Chaillet,
Hyperion Trust and Alacrity Trust (the "Excluded Purchasers"), have agreed to
purchase the Common Stock upon the terms and conditions set forth herein;

          WHEREAS, to induce the Purchasers to buy the Common Stock, the
Stockholders have deposited stock certificates with executed stock powers and
guaranteed signatures representing their respective shares of Common Stock with
the Escrow Agent in accordance with the terms hereof (collectively, the
"Certificates");

          WHEREAS, to induce the Purchasers to buy the Common Stock, Lamb Junior
and Lamb Senior have deposited stock certificates representing the Cancellation
Shares with the Escrow Agent in accordance with the terms hereof (the
"Cancellation Certificates"); and

          WHEREAS, to induce the Stockholders to sell the Common Stock and Lamb
Junior and Lamb Senior to cancel the Cancellation Shares, the Purchasers have
deposited the Purchase Price (as defined below) with the Escrow Agent in
accordance with the terms hereof.


                                      B2-1
<PAGE>


          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the parties hereto
agree as follows:

1. PURCHASE AND SALE OF COMMON STOCK TO PURCHASERS.

         (a)      Common Stock. On the closing date of the Merger (the "Closing
                  Date"), the Stockholders shall sell and transfer unto the
                  Purchasers, free and clear of any and all Liens (as defined in
                  Section 6(b)) all right, title, interest and claims in or to
                  the Common Stock and the Purchaser agrees to purchase from the
                  Stockholders the Common Stock.

         (b)      Cancellation. On the Closing Date, the Cancellation Shares
                  shall be cancelled pursuant to the Cancellation Agreement.

         (c)      Closing.  Subject to the  satisfaction  (or written waiver) of
                  the conditions set forth in Section 8 and Section 9 below, the
                  date and time of the sale of the Common Stock pursuant to this
                  Agreement  and the  cancellation  of the  Cancellation  Shares
                  pursuant to the  Cancellation  Agreement  shall be  concurrent
                  with the time of the  Closing  Date,  or such  other  mutually
                  agreed  upon  time and  location  as may be  agreed  to by the
                  parties.

2. PURCHASE PRICE.

         (a)      Common Stock. The Stockholders and the Purchasers agree that
                  the aggregate consideration for the Common Stock is $345,587
                  and that such monies have been distributed by the Escrow Agent
                  to the Stockholders (the "Purchase Price").

         (b)      Cancellation. Lamb Junior, Lamb Senior and the Purchasers
                  agree that the consideration for the cancellation for the
                  Cancellation Shares provided by Lamb Junior and Lamb Senior is
                  an aggregate of $349,413 and that such monies have been
                  distributed by the Escrow Agent to Lamb Junior and Lamb
                  Senior.

3.       APPOINTMENT. The Stockholders, Lamb Senior, Lamb Junior and the
         Purchasers each hereby appoint Escrow Agent to act as escrow holder
         under the terms hereof. Escrow Agent hereby accepts such appointment
         and agrees to act as escrow holder in accordance with the terms hereof
         and the Cancellation Agreement.

4.       ESCROW ACCOUNT. The Stockholders, Lamb Senior, Lamb Junior and the
         Purchasers hereby agree that the Certificates representing the Common
         Stock, the Cancellation Certificates representing the Cancellation
         Shares and the Purchase Price representing the consideration for said
         Common Stock have been deposited in an escrow account.

         (a)      Certificate Deposit. The Stockholders have delivered the
                  Certificates to Escrow Agent with executed stock powers. The
                  Certificates representing the Common Stock have been duly
                  executed and available for transfer to the Purchaser upon the
                  closing of the transactions contemplated hereby.

         (b)      Cancellation Certificate Deposit. Lamb Senior and Lamb Junior
                  have been delivered the Cancellation Certificates to Escrow
                  Agent with stock powers upon execution of this Agreement. The
                  Cancellation Certificates representing the Cancellation Shares
                  shall be duly executed.

         (c)      Purchase Price. The monies referred in Section 2 herein have
                  been distributed as set forth in Section 2 herein.


                                      B2-2
<PAGE>


5. CLOSING; RELEASE FROM ESCROW.

         (a)      Closing: Upon written notification from Kirkpatrick & Lockhart
                  Nicholson Graham LLP ("K&LNG") to Escrow Agent that the Merger
                  has closed:

                  (i)      The Certificates representing the Common Stock shall
                           be released to the Purchasers;

                  (ii)     the Cancellation Certificates representing the
                           Cancellation Shares shall be released to Pacific
                           Stock Transfer Company, EUTA's transfer agent,
                           further to the Cancellation Agreement;

                  (iii)    $5,000 shall be delivered to Peyton, Chandler &
                           Sullivan ("PCS") on behalf of Stone & Graves for
                           services as the Purchasers' collection agent for
                           individual investors; and

         (b)      Release from Escrow. Upon written notification from K&LNG to
                  Escrow Agent that the Merger has closed, the Certificates
                  representing the Common Stock shall be released within one (1)
                  business day to Pacific Stock Transfer Company, EUTA's
                  transfer agent, and then re-registered in the following names
                  (the "Holders"):

                  Samir Financial Services                                56,442
                  Zbear Financial, L.L.C.                                 56,442
                  DSAM                                                    21,708
                  Margaret A Rogers                                       14,472
                  Margaret A Rogers                                        7,236
                  Margaret A Rogers                                        7,236
                  Barbara Ashton                                             579
                  Jaime D. Spencer                                         1,448
                  Arthur Gerrick                                          14,472
                  Srini R. Srinivasan                                      1,447
                  Ronald S. Weaver, M.D.                                   1,447
                  Charles E. Frisco, Jr.                                   1,447
                  James A.  Brennan                                        1,447
                  Mike Salomon                                               380
                  Richard Granieri                                         2,533
                  Eileen Markle                                              760
                  Thomas J. Downs                                          2,533
                  Tim M. Betts                                             1,447
                  Herb Matsinger, Jr. Revocable Trust DTD 03/10/03         3,618
                  Carl C. Hsu MD Inc. PSP 7/1/84, Carl Hsu TTEE            5,789
                  Carl C. Hsu MD Inc. PSP 7/1/84, Carl Hsu TTEE            1,447
                  Carl C. Hsu                                              6,368
                  Alan Hsu                                                 2,316
                  Hui Ya Hsu                                               2,894
                  Kala Eswaran                                             1,447
                  Nathan H. Allen                                          1,447
                  John Womach                                              1,447
                  Matthew Johnson                                            724
                  Nathan Johnson                                             724
                  Richard S. From                                          4,070


                                      B2-3
<PAGE>


                  GCM, Inc.                                               86,833
                  PCS, Inc.                                              115,778
                  Gemini Partners                                        133,144
                  Martial Chaillet                                        28,944
                  Hyperion Trust                                         155,202
                  Alacrity Trust                                         165,332


          Share numbers referenced above are to be adjusted on the Closing Date
to reflect the consummation of a 3.454895-for-1 forward stock split by EUTA that
will occur in connection with the closing of the Merger.

          Further, all stock certificates issued by Pacific Stock Transfer
Company and delivered to the Holders shall bear a legend substantially as
follows:.

          "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED,
          PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN
          EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF
          COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH
          REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
          SUCH ACT."

6.       REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS, LAMB JUNIOR AND
         LAMB SENIOR. Each of the Stockholders, Lamb Junior and Lamb Senior
         (each a "Seller") represents and warrants to the Purchasers as follows:

         (a)      Authorization and Binding Effect. This Agreement has been duly
                  executed and  delivered by that Seller,  and  constitutes  the
                  legal,   valid  and  binding   obligation   of  that   Seller,
                  enforceable  in  accordance  with its  terms.  No  consent  or
                  authorization  of any  party is  required  for that  Seller to
                  legally  and validly  consummate  the  transactions  set forth
                  herein.  The  execution,  delivery  and  performance  of  this
                  Agreement  and the sale and  transfer of the Common  Stock and
                  cancellation of the Cancellation Shares hereunder,  do not and
                  will not:

                  (i)      conflict with, result in the breach of, constitute a
                           default, with or without notice and/or lapse of time,
                           under, result in being declared void or avoidable any
                           provision of, or result in any right to terminate or
                           cancel any contract, lease or agreement to which that
                           Seller is or any of his/her/its properties are bound;
                           or

                  (ii)     constitute a violation of any statute, judgment,
                           order, decree or regulation or rule of any court,
                           governmental authority or arbitrator applicable or
                           relating to that Seller, including, but not limited
                           to, state securities laws or the Securities Act of
                           1933, as amended (the "1933 Act"); or

         (b)      Title and Condition of Common Stock and  Cancellation  Shares.
                  The  Seller  has good  and  marketable  title  to  his/her/its
                  respective  portion  of the Common  Stock or the  Cancellation
                  Shares, as applicable,  free and clear of liens, encumbrances,
                  claims  of  third  parties,  security  interests,   mortgages,
                  pledges,  requires  no  consent of third  parties  agreements,
                  options and rights of others of any kind  whatsoever,  whether
                  or  not  filed,  recorded  or  perfected  (collectively,   the
                  "Liens").


                                      B2-4
<PAGE>


7.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. Each of the Purchasers
         hereby jointly and severally represents and warrants to each of the
         Stockholders and to Lamb Junior and to Lamb Senior as follows:

         (a)      Authorization and Binding Effect. This Agreement has been duly
                  executed and delivered by the Purchaser and constitutes the
                  legal, valid and binding obligation of each the Purchaser,
                  enforceable in accordance with its terms.

         (b)      Investment  Purpose.  The Purchaser is  purchasing  the Common
                  Stock for its own account and not with a present  view towards
                  the public sale or  distribution  thereof,  except pursuant to
                  sales registered or exempted from registration  under the 1933
                  Act;  PROVIDED,  HOWEVER,  that by making the  representations
                  herein, the Purchaser does not agree to hold any of the Common
                  Stock for any minimum or other  specific term and reserves the
                  right to dispose of the Common Stock at any time in accordance
                  with or pursuant to a  registration  statement or an exemption
                  under the 1933 Act.

         (c)      Legal  Violation.  The execution,  delivery and performance of
                  this  Agreement  and the sale and purchase of the Common Stock
                  and cancellation of the Cancellation Shares hereunder,  do not
                  and will not constitute a violation of any statute,  judgment,
                  order, decree or regulation or rule of any court, governmental
                  authority  or   arbitrator   applicable  or  relating  to  the
                  Purchaser,  including,  but not limited to,  state  securities
                  laws or the  Securities  Act of 1933,  as  amended  (the "1933
                  Act").

         (d)      Accredited Investor Status. Each of the Purchasers is an
                  "accredited investor" as that term is defined in Rule 501(a)
                  of Regulation D.

8.       TERMINATION OF MERGER. Notwithstanding the foregoing, in the event
         Escrow Agent receives written notification from K&LNG that the Merger
         Agreement has not been signed by April 30, 2006, or that if signed,
         that the Merger Agreement has been terminated in accordance with its
         terms, the Cancellation Shares will be cancelled in connection with the
         closing of an alternative merger transaction with another
         to-be-identified private company.

9.       ACKNOWLEDGEMENT  OF THE STOCKHOLDERS,  LAMB JUNIOR AND LAMB SENIOR. The
         Stockholders,  Lamb Senior and Lamb Junior  acknowledge  that EUTA will
         acquire Ironclad pursuant to the Merger Agreement,  that Ironclad is an
         operating entity, and that as such the planned  acquisition of Ironclad
         by EUTA may  increase  the  value  of EUTA  common  stock.  Each of the
         Stockholders  further  acknowledge  that by agreeing to sell the Common
         Stock  pursuant  to this  Agreement,  and Lamb  Junior and Lamb  Senior
         further  acknowledge  that by  agreeing  to cancel  their  Cancellation
         Shares pursuant to this Agreement and the Cancellation Agreement,  they
         are  foregoing  the right and ability to  participate  in any increased
         profits  realized by EUTA subsequent to the Merger and/or any increases
         in the  value of EUTA  common  stock.  Each of the  Stockholders,  Lamb
         Junior and Lamb Senior  represent  that they  understand  the terms and
         conditions  of the Merger,  including the  consequences  of the sale or
         cancellation of their shares, as applicable.

10.      RESIGNATION/REMOVAL.   Escrow   Agent  shall  have  the  right  in  its
         discretion,  to withdraw and resign as escrow  agent by giving  written
         notice to each of the  Stockholders  and the  Purchaser at least thirty
         (30) days in advance of the effective date of such resignation.  Escrow
         Agent may be removed and  replaced by another  escrow agent at any time
         by written agreement of the Stockholders,  Lamb Junior, Lamb Senior and
         the Purchasers. Upon such resignation or withdrawal, Escrow Agent shall
         deliver over to the  successor  escrow agent the  Certificates  and the
         Cancellation  Certificates and, upon such delivery, shall thereafter be
         released and relieved


                                      B2-5
<PAGE>


         from any and all further liability and responsibility thereafter
         accruing hereunder. In the event Escrow Agent resigns or is terminated,
         Escrow Agent shall not be entitled to collect the Fee.

11.      ARBITRATION.  The  resolution  of any dispute and disputes  between the
         parties  hereto  shall  be  resolved  by  mandatory  binding  expedited
         arbitration under the  International  Arbitration Rules of the American
         Arbitration  Association  ("AAA") in effect as of the date the  request
         for  arbitration  is  filed  (the  "Rules")  before a  single,  neutral
         arbitrator,  selected in accordance with the Rules. Each of the parties
         may initiate such an arbitration pursuant to the Rules. The arbitration
         shall  be held in Los  Angeles,  California  (such  site  being  herein
         referred to as the  "Forum").  The parties  will abide by any  decision
         rendered in such  arbitration,  and that any court having  jurisdiction
         may enforce such a decision.  Each of the parties hereto submits to the
         non-exclusive  personal  jurisdiction  of the courts of the Forum as an
         appropriate   place  for   compelling   arbitration   or  giving  legal
         confirmation  of any  arbitration  award,  and  irrevocably  waives any
         objection  which it may now or hereafter  have to the venue of any such
         enforcement  proceeding  brought in any of said courts and any claim of
         inconvenient forum. Service of process for all arbitration  proceedings
         may be made in accordance with the Rules and shall be deemed  effective
         as provided therein.

12.      GOVERNING LAW. This Agreement shall be governed by, and construed in
         accordance with, the laws of the State of California in the United
         States of America. Each party, to the extent permitted by law,
         knowingly voluntarily and intentionally waives its right to trial by
         jury in any action or other legal proceeding arising out of or relating
         to this Agreement and the transactions contemplated hereby.

13.      NOTICES. All notices, requests, claims, demands and other
         communications under this Agreement shall be in writing and shall be
         deemed given if delivered personally or sent by facsimile, electronic
         mail, or overnight courier (providing proof of delivery) to the parties
         at the following addresses (or at such other address for a party as
         shall be specified by like notice):

         (a) if to the Stockholders:

                  to those addresses as set forth on the books of the Company as
                  of the date hereof.



         (b)      if to PCS and to any other Purchasers except the Excluded
                  Purchasers:

                           Peyton, Chandler & Sullivan, Inc.
                           Attn: Richard From
                           720 Sunrise Avenue,
                           Suite 100-C
                           Roseville, California  95661
                           Fax:  916.772.8118

         (c) if to the Excluded Purchasers:

                           c/o Gemini Partners, Inc.
                           10880 Wilshire Blvd., Suite 500
                           Los Angeles, CA 90024
                           Tel:     (310) 696-4001
                           Fax:     (310) 696-4007


                                      B2-6
<PAGE>


         (d) if to Lamb Junior:

                           Thomas Lamb
                           Suite 600, 595 Howe Street
                           Vancouver, BC, Canada
                           V6C 2T5
                           Tel:     (604) 762-8682
                           Fax:     (604) 662-3904


         (e) if to Lamb Senior:

                           Craig Lamb
                           c/o Thomas Lamb
                           Suite 600, 595 Howe Street
                           Vancouver, BC, Canada
                           V6C 2T5
                           Tel:     (604) 762-8682
                           Fax:     (604) 662-3904


         (f) if to Escrow Agent:

                           Stone & Graves
                           2377 Gold Meadow Way, Suite 100
                           Gold River, CA 95670
                           Tel:     (916) 631-1522
                           Fax:     (916) 631-1592


14.      FINAL AGREEMENTS.  This Agreement is intended by the parities hereto to
         be the final,  complete,  and  exclusive  expression  of the  agreement
         between  them.  This  Agreement  supersedes  any and all prior  oral or
         written   agreements   relating  to  the  subject  matter  hereof.   No
         modification,   rescission,   waiver,  release,  or  amendment  of  any
         provision  of  this  Agreement  shall  be  made,  except  by a  written
         agreement signed by the Purchasers,  Lamb Senior,  Lamb Junior,  Escrow
         Agent and Stockholders  representing a majority  interest in the Common
         Stock.

15.      COUNTERPARTS. This Agreement may be entered into in any number of
         counterparts and by the parties to it on separate counterparts, each of
         which when executed and delivered shall be an original, but all the
         counterparts together shall constitute one and the same document. This
         agreement may be validly exchanged by fax.

                      [THE NEXT PAGE IS THE SIGNATURE PAGE]


                                      B2-7
<PAGE>


         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date herein above set forth.


                                   LAMB JUNIOR


                                   ---------------------------
                                   Thomas Lamb



                                   LAMB SENIOR


                                   ---------------------------
                                   Craig Lamb



                                   STONE & GRAVES


                                   By:
                                       -----------------------
                                   Name:  Eric Graves
                                   Title: Partner



                                   STOCKHOLDERS


                                   By:
                                       -----------------------
                                   Name:
                                   Title:
                                   Shares Held:



PURCHASER


By:
    -------------------------------

Name:
         --------------------------

Title:
      -----------------------------

Shares to be Purchased:
                        -----------


                                      B2-8
<PAGE>


                                   EXHIBIT B-3

            FORM OF AMENDED AND RESTATED SHARE CANCELLATION AGREEMENT


         THIS AMENDED AND RESTATED SHARE CANCELLATION AGREEMENT (this
"AGREEMENt") is made and entered into as of this 7th day of March, 2006 by and
among Stone & Graves, as the escrow agent (the "ESCROW AGENT"), Europa Trade
Agency Ltd., a Nevada corporation ("EUTA"), Thomas Lamb ("LAMB JUNIOR"), a
principal stockholder, executive officer and director of EUTA, and Craig Lamb
("LAMB SENIOR," and with Lamb Junior, the "STOCKHOLDERS"), a principal
stockholder of EUTA. Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to them in the Merger Agreement (as
defined hereinafter).

                                    RECITALS

         WHEREAS, all recitals set forth in that Amended and Restated Purchase
and Escrow Agreement of even date herewith by and among certain identified
purchasers, EUTA, certain non-affiliate stockholders of EUTA, Lamb Junior, Lamb
Senior and Escrow Agent are hereby incorporated herein by reference.


         WHEREAS, the cancellation of the Cancellation Shares shall occur on the
Effective Date of the Merger. In consideration for canceling the Shares, the
Stockholders will receive aggregate cash consideration of $349,413 from
unaffiliated third parties. It is the responsibility of the Escrow Agent to
return the Shares to EUTA's transfer agent, i.e., Pacific Stock Transfer
Company.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. ESTABLISHMENT OF ESCROW

         The Stockholders have delivered the Cancellation Shares to the Escrow
Agent. On the Effective Date of the Merger, the Cancellation Shares shall be
deemed automatically cancelled. The aggregate sum of $349,413 has been delivered
by the Escrow Agent to the Stockholders. The Escrow Agent shall return the
Escrowed Shares to EUTA's transfer agent, i.e., Pacific Stock Transfer Company.
If the Merger Agreement is terminated in accordance with its terms, the Escrowed
Shares shall remain in escrow pending the closing of an alternative merger
transaction between EUTA and another to-be-identified private company.

2. DUTIES; TERM; EXPIRATION; LIMITS

         2.1      RIGHTS AND OBLIGATIONS OF THE PARTIES. The Escrow Agent shall
                  be entitled to such rights and shall perform such duties of
                  the escrow agent as set forth herein (collectively, the
                  "DUTIES"). In the event that the terms of this Agreement
                  conflict in any way with the provisions of the Merger
                  Agreement, the Merger Agreement shall control.


                                      B3-1
<PAGE>


         2.2      TERM - GENERAL. The term of escrow for the Escrowed Shares
                  shall commence on the date hereof and shall terminate upon
                  cancellation of the Escrowed Shares upon either (i) the
                  closing of the Merger by and between EUTA and Ironclad, or
                  (ii) in the event the Merger Agreement is terminated in
                  accordance with its terms, upon the closing of a merger
                  transaction by and between EUTA and another to-be-identified
                  private company.

         2.3      EFFECT OF FINAL DELIVERY. Notwithstanding the expiration of
                  the term of the escrow, this Agreement shall continue in full
                  force and effect until the Escrow Agent has delivered all of
                  the Escrowed Shares pursuant to the terms hereof.

3. DIVIDENDS; VOTING RIGHTS

         3.1      CASH DIVIDENDS; VOTING RIGHTS. Neither Stockholder shall have
                  any rights to cash or any stock dividend with respect to the
                  Escrowed Shares. Each Stockholder shall retain the right to
                  vote the Shares when held in escrow and shall retain such
                  rights until the Escrowed Shares are cancelled in accordance
                  with the terms hereof.

         3.2      STOCK SPLITS; STOCK DIVIDENDS. In the event of any stock split
                  or other similar transaction with respect to EUTA common stock
                  that becomes effective during the term of this Agreement, any
                  additional shares issued with respect to the Escrowed Shares
                  shall be added to the Escrowed Shares held in escrow and shall
                  be similarly cancelled.

4. THE ESCROW AGENT

         4.1      RESIGNATION. The Escrow Agent shall have the right in its
                  discretion, to withdraw and resign as escrow agent by giving
                  written notice to each of the Stockholders and Ironclad at
                  least thirty (30) days in advance of the effective date of
                  such resignation. Escrow Agent may be removed and replaced by
                  another escrow agent at any time by written agreement of the
                  Stockholders and Ironclad. Upon such resignation, Escrow Agent
                  shall deliver the Escrowed Shares over to the successor escrow
                  agent, and upon such delivery, shall thereafter be released
                  and relieved from any and all further liability and
                  responsibility thereafter accruing hereunder.

5. STOCKHOLDERS' ACKNOWLEDGEMENT AND WAIVER OF CLAIMS

         5.1      STOCKHOLDERS' ACKNOWLEDGMENT. Each Stockholder acknowledges
                  that EUTA will acquire Ironclad pursuant to the Merger
                  Agreement, that Ironclad is an operating entity, and that as
                  such the planned acquisition of Ironclad by EUTA may increase
                  the value of EUTA common stock. Each of the Stockholders
                  further acknowledge that by agreeing to cancel their shares of
                  EUTA common stock pursuant to this Agreement and the Purchase
                  and Escrow Agreement, they are foregoing the right and ability
                  to participate in any increased profits realized by EUTA
                  subsequent to the Merger and/or any increases in the value of
                  EUTA common stock. Each of the Stockholders represents that he
                  understands the terms and conditions of the Merger, including
                  the consequences of the cancellation of his shares.


                                      B3-2
<PAGE>


6.       MISCELLANEOUS

         6.1      TRANSFERABILITY.  None of the  rights and  obligations  of the
                  Stockholders hereunder shall be transferable.

         6.2      NOTICES. Any notices or other communications required or
                  permitted under this Agreement shall be in writing and shall
                  be sufficiently given if sent by (i) registered or certified
                  mail, postage prepaid, addressed as follows, (ii) facsimile to
                  the facsimile numbers identified below or (iii) overnight
                  courier (such as UPS or FedEx), addressed as follows:

If to EUTA:

                  Europa Trade Agency Ltd.
                  3715 West 14th Avenue
                  Vancouver, B.C., Canada  V6R 2W8
                  Attn:    Thomas Lamb
                  Tel:     (604) 762-8682
                  Fax:     (604) 662-3904

If to the Stockholders:

                  Thomas Lamb
                  Suite 600, 595 Howe Street
                  Vancouver, BC, Canada
                  V6C 2T5
                  Tel:     (604) 762-8682
                  Fax:     (604) 662-3904

                  Craig Lamb
                  c/o Thomas Lamb
                  Suite 600, 595 Howe Street
                  Vancouver, BC, Canada
                  V6C 2T5
                  Tel:     (604) 762-8682
                  Fax:     (604) 662-3904

If to Escrow Agent:

                  Stone & Graves
                  2377 Gold Meadow Way, Suite 100
                  Gold River, CA 95670
                  Tel:     (916) 631-1522
                  Fax:     (916) 631-1592

or such other person or address as shall be furnished in writing by any of the
parties and any such notice or communication shall be deemed to have been given
as of the date so mailed.

         6.3      CONSTRUCTION. The validity, enforcement and construction of
                  this Agreement shall be governed by the laws of the State of
                  California, regardless of the laws that might otherwise govern
                  under applicable principles of conflicts of laws thereof.


                                      B3-3
<PAGE>


         6.4      BINDING EFFECT. This Agreement shall be binding upon and inure
                  to the benefit of the parties hereto and their respective
                  heirs, legatees, assigns and transferees, as the case may be.
                  Escrow Agent shall not be charged with notice or knowledge of
                  any such ancillary document, fact or information not
                  specifically set forth herein. Escrow Agent shall undertake to
                  perform only such duties as are expressly set forth herein and
                  no additional or implied duties or obligations shall be read
                  into this Agreement against the Escrow Agent.

         6.5      SEVERABILITY. If any provision or section of this Agreement is
                  determined to be void or otherwise unenforceable, it shall not
                  affect the validity or enforceability of any other provisions
                  of this Agreement which shall remain enforceable in accordance
                  with their terms.

         6.6      INTERPRETATION. The headings and subheadings contained in this
                  Agreement are for reference only and for the benefit of the
                  parties and shall not be considered in the interpretation or
                  construction of this Agreement. This Agreement shall be
                  construed and interpreted without regard to any rule or
                  presumption requiring that it be construed or interpreted
                  against the party causing it to be drafted.

         6.7      EXECUTION IN COUNTERPARTS. This Agreement may be executed in
                  any number of counterparts (including facsimile counterparts),
                  each of which shall be deemed to be an original, but all of
                  which together shall constitute one and the same instrument.

         6.8      AMENDMENTS. This Agreement may be amended from time to time
                  but only by written agreement signed by all of the parties
                  hereto.

         6.9      ENTIRE AGREEMENT. This Agreement constitutes the entire
                  understanding and agreement of the parties relating to the
                  subject matter hereof and supersedes any and all prior
                  understandings, agreements, negotiations and discussions, both
                  written and oral, between the parties hereto with respect to
                  the subject matter hereof.


                                      B3-4
<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Amended and Restated
Share Cancellation Agreement as of the day and year first above written.



                                   STONE & GRAVES


                                   By:
                                       -------------------------
                                   Name:  Eric Graves
                                   Title: Partner



                                   EUROPA TRADE AGENCY, LTD.


                                   By:
                                       -------------------------
                                   Name:  Thomas Lamb
                                   Title: Chief Executive Officer



                                   STOCKHOLDERS:


                                   Name:
                                          ----------------------
                                               Thomas Lamb


                                   Name:
                                          ----------------------
                                               Craig Lamb


                                      B3-5
<PAGE>


                                   EXHIBIT B-4

                      EUTA REORGANIZATION CAPITAL STRUCTURE

                                   [OMITTED]


<PAGE>


                                    EXHIBIT C

                          FORM OF CERTIFICATE OF MERGER


This Agreement of Merger (the "AGREEMENT") is entered into by and between
Ironclad Performance Wear Corporation, a California corporation (herein after
referred to as "SURVIVOR"), and Ironclad Merger Corporation, a California
corporation (herein after referred to as "MERGECO").

1.       The authorized capital stock of MergeCo consists of 1,000 shares of
         stock, all of which have been designated Common Stock (the "MERGECO
         COMMON STOCK").

2.       There are issued and  outstanding  100 shares of MergeCo  Common Stock.
         The authorized  capital stock of Survivor consists of  ________________
         shares of Common Stock ("SURVIVOR COMMON STOCK"),  ____________  shares
         of  Series  A  Preferred   Stock   ("SURVIVOR   SERIES  A  STOCK")  and
         _____________  shares of Series B Preferred Stock  ("SURVIVOR  SERIES B
         STOCK"),  of which  ________________  shares of Survivor  Common Stock,
         ______________  shares of  Survivor  Series A Stock and  ______________
         shares of Survivor Series B Stock are issued and outstanding.

3.       MergerCo, Survivor, and Europa Trade Agency Ltd., a Nevada corporation
         and parent corporation of MergeCo ("PARENT"), are parties to that
         certain Agreement and Plan of Merger dated as of March 24, 2006 (the
         "PLAN").

4.       Pursuant to Section 2 of the Plan, MergeCo shall be merged with and
         into Survivor (the "MERGER") and Survivor shall be the surviving entity
         in the Merger (the surviving entity is hereinafter referred to as the
         "SURVIVING CORPORATION").

5.       Pursuant to Section 2 of the Plan, at the closing of the transactions
         contemplated by the Plan:

         a.       each outstanding share of Survivor Common Stock shall be
                  converted into ______________ shares of the Common Stock of
                  Parent;

         b.       each outstanding share of Survivor Series A Stock shall be
                  converted into ______________ shares of the Common Stock of
                  Parent;

         c.       each outstanding share of Survivor Series B Stock shall be
                  converted into ______________ shares of the Common Stock of
                  Parent;

         d.       each outstanding  option to purchase Survivor Common Stock, or
                  warrant to purchase Survivor Common Stock or Survivor Series A
                  Stock or Survivor  Series B Stock, in each case whether vested
                  or  unvested,  shall be  assumed  by Parent or  replaced  with
                  options and warrants to purchase the Common Stock of Parent on
                  substantially  identical terms,  provided that any warrants to
                  purchase  shares of Survivor Series A Stock or Survivor Series
                  B Stock  will be  exercisable  for that  number  of  shares of
                  Common  Stock  into  which  the  Survivor  Series  A Stock  or


                                       C-1
<PAGE>


                  Survivor Series B Stock would be convertible  upon exercise of
                  such warrants; and

         e.       all of the outstanding shares of MergeCo Common Stock shall be
                  converted into one (1) share of Survivor Common Stock.

6.       The Articles of Incorporation attached hereto as Exhibit A shall be the
         Articles of Incorporation of the Survivor.

7.       MergeCo shall from time to time, as and when requested by the Survivor
         or Parent, execute and deliver all such documents and instruments and
         take all such action necessary or desirable to evidence or carry out
         this Merger.

8.       The effect of the Merger and the effective date of the Merger are as
         prescribed by law.


                                      C-2
<PAGE>



IN WITNESS WHEREOF the parties have executed this Agreement.



                           IRONCLAD MERGER CORPORATION


                           By:__________________________
                           Name:  Thomas Lamb
                           Title: President and Secretary


                                      C-3
<PAGE>


IN WITNESS WHEREOF the parties have executed this Agreement.



                           IRONCLAD PERFORMANCE WEAR CORPORATION


                           By:__________________________
                           Name:  Eduard Jaeger
                           Title: Chief Executive Officer


                           IRONCLAD PERFORMANCE WEAR CORPORATION


                           By:__________________________
                           Name:  Thomas Krieg
                           Title: Secretary


                                      C-4
<PAGE>


                                    EXHIBIT A


                            ARTICLES OF INCORPORATION
                                       OF
                      [_______________________] CORPORATION


                                    ARTICLE I

         The name of this corporation is [_________________] Corporation (the
"CORPORATION").

                                   ARTICLE II

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                   ARTICLE III

         The Corporation is authorized to issue only one class of shares of
stock, to be designated Common Stock; and the total number of shares which the
Corporation is authorized to issue is 1,000 no par value.

                                   ARTICLE IV

         (a) The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

         (b) The Corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) to the fullest
extent permissible under California law.

         (c) Any amendment, repeal or modification of the foregoing provisions
of this Article IV by the shareholders of the corporation shall not adversely
affect any right or protection of a director or agent of the corporation
existing at the time of such amendment repeal or modification.


                                      C-5
<PAGE>


                            OFFICERS' CERTIFICATE OF

                           IRONCLAD MERGER CORPORATION

     Thomas Lamb, President and Secretary of Ironclad Merger Corporation, a
California corporation (the "Company"), hereby certifies that:

1.       The Company is duly organized and existing under the laws of the State
         of California.

2.       A total of 100 shares of common stock, without par value, of the
         Company ("Company Common Stock") are issued and outstanding; the
         Company Common Stock is the only class of the Company's issued and
         outstanding stock entitled to vote on the merger to be effected by the
         Agreement of Merger, attached hereto.

3.       The principal terms of the Agreement of Merger were approved by a vote
         of the issued and outstanding shares of Company Common Stock entitled
         to vote thereon which equaled or exceeded the vote required. A majority
         vote of the issued and outstanding shares of Company Common Stock is
         the voting percentage required to approve the Agreement of Merger.

4.       Pursuant to Section 1202(c) of the California Corporations Code, no
         vote of the shareholders of the parent of the Corporation was required.

Each of the undersigned declares under the penalties of perjury under the laws
of the State of California that the statements contained in the foregoing
certificate are true of his own knowledge.

Date:                             , 2006
       ---------------------------


                                          --------------------------------------
                                          Thomas Lamb,
                                          President and Secretary


                                      C-6
<PAGE>


                            OFFICERS' CERTIFICATE OF

                      IRONCLAD PERFORMANCE WEAR CORPORATION

            Eduard Jaeger, the Chief Executive Officer of Ironclad Performance
Wear Corporation, a California corporation (the "Company"), and Thomas Kreig,
Secretary of the Company, hereby certify that:

1.       The Company is duly organized and existing under the laws of the State
         of California.

2.       A total of (a)  _____________________  shares of common  stock,  no par
         value, of the Company  ("Company  Common Stock");  (b)  _______________
         shares  of Series A  Preferred  Stock,  no par  value,  of the  Company
         ("Company  Series A  Preferred  Stock");  and (c)  ____________________
         shares  of Series B  Preferred  Stock,  no par  value,  of the  Company
         ("Company  Series B Preferred  Stock",  together with Company  Series A
         Preferred Stock,  "Company Preferred Stock") are issued and outstanding
         and are entitled to vote on the merger to be effected by the  Agreement
         of Merger, attached hereto.

3.       The principal  terms of the Agreement of Merger were approved by a vote
         of the issued and  outstanding  shares of each class and each series of
         the Company entitled to vote thereon which equaled or exceeded the vote
         required.  The voting  percentage  required to approve the Agreement of
         Merger was (a) a majority vote of the issued and outstanding  shares of
         Company  Common  Stock,  Company  Series A Preferred  Stock and Company
         Series B Preferred  Stock,  in each case voting  separately as a single
         class,  and (b) the vote of a majority  of the  issued and  outstanding
         shares  of  Company  Series A  Preferred  Stock  and  Company  Series B
         Preferred Stock, voting together as a single class.

Each of the undersigned declares under the penalties of perjury under the laws
of the State of California that the statements contained in the foregoing
certificate are true of his own knowledge.

Date:                             , 2006
       ---------------------------



                                          --------------------------------------
                                          Eduard Jaeger, Chief Executive Officer




                                          --------------------------------------
                                          Thomas Krieg, Secretary


                                      C-7
<PAGE>


                                    EXHIBIT D

                     FORM OF IRONCLAD OFFICER'S CERTIFICATE

                             OFFICER'S CERTIFICATE


         I certify that I am the duly elected, qualified, and acting Chief
Executive Officer of Ironclad Performance Wear Corporation ("IRONCLAD"), and
that, as such, I am familiar with the facts herein certified and are duly
authorized to certify the same and do hereby certify as follows:

1.       I have carefully reviewed the Agreement and Plan of Merger dated as of
         March 24, 2006, by and among Europa Trade Agency Limited, Ironclad
         Merger Corporation, and Ironclad (the "MERGER AGREEMENT"), and the
         Schedules and exhibits thereto. This Certificate is being delivered on
         behalf of Ironclad pursuant to SECTION 2.3.1(A) of the Merger
         Agreement. Undefined capitalized terms herein are defined in the Merger
         Agreement.

2.       Each representation and warranty set forth in SECTION 3 of the Merger
         Agreement was true and complete in all material respects as of the date
         of the Merger Agreement, and is true and complete in all material
         respects as of the hereof, as if made on the date hereof, unless made
         as of another date, in which case they are true and correct in all
         material respects as of such date.

3.       Ironclad has performed and complied in all material respects with all
         of its obligations and covenants to be performed or complied with at or
         prior to Closing (singularly and in the aggregate).

4.       Holders of at least ninety percent (90%) of the issued and outstanding
         shares of Ironclad Common Stock and Ironclad Preferred Stock have
         approved the consummation of the Merger, and no holder of Ironclad
         Common Stock or Ironclad Preferred Stock has dissented to the
         consummation of the Merger or is entitled to exercise dissenters'
         rights with respect thereto.

5.       There is no pending or threatened by any Governmental Entity any suit,
         action or proceeding (or by any other Person any suit, action or
         proceeding which has a reasonable likelihood of success) challenging or
         seeking to restrain or prohibit the consummation of the Merger.

6.       Since the date of the Merger Agreement there has been no event, series
         of events, or the lack of occurrence thereof which, singularly or in
         the aggregate, could reasonably be expected to have a Material Adverse
         Effect on Ironclad.

7.       As of the Closing, Ironclad has obtained all licenses, permits,
         consents, approvals, authorizations, qualifications and orders of
         Governmental Entities and other third parties as necessary in
         connection with the transactions contemplated by the Agreement.


                                      D-1
<PAGE>


         IN WITNESS WHEREOF, I have executed this certificate on ______________.


                           By:
                               -------------------------------------------------
                               Name:  Eduard Jaeger
                               Title: Chief Executive Officer
                                      Ironclad Performance Wear Corporation


                                      D-2
<PAGE>


                                    EXHIBIT E

                    FORM OF IRONCLAD SECRETARY'S CERTIFICATE

                             SECRETARY'S CERTIFICATE


         The undersigned certifies that he is the duly appointed, qualified, and
acting Secretary of Ironclad Performance Wear Corporation, a California
corporation ("IRONCLAD") and that, as such, the undersigned is familiar with the
facts herein certified and is duly authorized to certify the same and does
hereby certify as follows:

1.       This Certificate is being delivered on behalf of Ironclad pursuant to
         SECTION 2.3.1(B) of the Agreement and Plan of Merger dated as of March
         24, 2006, by and among Europa Trade Agency Ltd., Ironclad Merger
         Corporation, and Ironclad (the "MERGER AGREEMENT"). Undefined
         capitalized terms herein are defined in the Merger Agreement.

2.       Attached as EXHIBIT A is a true, correct, and complete copy of
         Ironclad's Articles of Incorporation, as amended, certified by the
         Secretary of State of the State of California, which is in full force
         and effect as of today.

3.       Attached as EXHIBIT B is a true, correct, and complete copy of
         Ironclad's Bylaws, which are in full force and effect as of today.

4.       Attached as EXHIBIT C is a true, correct, and complete copy of the
         resolutions of Ironclad's Board of Directors approving the Merger
         Agreement and the transactions contemplated thereby. Such resolutions
         have not been rescinded or modified in any way, and are in full force
         and effect on the date hereof.

5.       Attached as EXHIBIT D is a true, correct, and complete copy of a recent
         certificate of existence and good standing for Ironclad, issued by the
         Secretary of State of the State of California.

6.       The undersigned has examined the signatures of Ironclad's respective
         officers signing the Merger Agreement and the exhibits and other
         documents delivered in connection therewith, and such signatures are
         their true signatures. As of the date hereof (and the date of such
         signatures), such officers are (were) duly elected, qualified, and
         acting officers of Ironclad, as applicable, holding the office
         specified beside their names.

         IN WITNESS WHEREOF, I have executed this certificate on [MONTH DAY,
YEAR].


                                          By:
                                             -----------------------------------
                                          Name:    Thomas Krieg
                                          Title:   Secretary of Ironclad


                                      E-1
<PAGE>


                                    EXHIBIT F

                       FORM OF OPINION OF IRONCLAD COUNSEL


_________, 2006


[EUTA]

         RE:      IRONCLAD PERFORMANCE WEAR CORPORATION

Ladies and Gentlemen:

         We have acted as counsel to Ironclad Performance Wear Corporation (the
"COMPANY"), in connection with the merger of Ironclad Merger Corporation, a
California corporation ("MERGERCO") and wholly-owned subsidiary of Europa Trade
Agency Ltd., a Nevada Corporation ("EUTA"), with and into the Company, pursuant
to that Agreement and Plan of Merger dated April ___, 2006 (the "AGREEMENT"), by
and among the Company, MergerCo and EUTA. This opinion is rendered at the
request of the Company pursuant to Section 2.3.1(c) of the Agreement. All
capitalized terms used in this letter, without definition, have the meanings
assigned to them in the Agreement.

         In connection with this letter, we have examined executed originals or
copies of executed originals of each of the following documents, each of which
is dated the date hereof or as of the date hereof, unless otherwise noted
(collectively, the "TRANSACTION DOCUMENTS"): (a) the Agreement, and (b) the
Agreement of Merger, executed by MergerCo and the Company, to be filed with the
California Secretary of State (the "AGREEMENT OF Merger"). In addition, we have
examined the following documents (collectively, the "DUE DILIGENCE DOCUMENTS"):
(a) the Articles of Incorporation of the Company, (b) the Bylaws of the Company,
(c) resolutions of the board of directors of the Company with respect to the
transactions contemplated under the Agreement, (d) minutes of the ______, 2006
meeting of the stockholders of the Company with respect to the transactions
contemplated under the Agreement, (e) certificates of the State agencies or
officials set forth on Schedule 1 hereto (the "GOOD STANDING CERTIFICATES"), and
(f) an officer's certificate from the Company.

         We have examined originals or certified copies of such corporate
records of the Company and other certificates and documents of officials of the
Company, public officials and others, as we have deemed appropriate for purposes
of this letter, except where a statement is qualified as to knowledge or
awareness, in which case we have made limited inquiry, as specified below. As to
various questions of fact relevant to this letter, we have relied, without
independent investigation, upon the Due Diligence Documents and certificates of
public officials, certificates of officers of the Company and representations
and warranties of the Company in the Transaction Documents, all of which we
assume to be true, correct and complete. We have made no investigation or review
of any matters relating to the Company or any other Person other than as
expressly listed herein. We wish to inform you that our knowledge is necessarily
limited due to the limited scope of our review. In addition, we have made no
inquiry of the Company or any other Person (including


                                       F-1
<PAGE>
Europa Trade Agency Ltd.
______________, 2006
Page 2


Governmental Entities) regarding, and no review of, any judgments, orders,
decrees, franchises, licenses, certificates, permits or other public records or
agreements to which the Company is a party other than the Due Diligence
Documents, and our "knowledge" of any such matters is accordingly limited.

         We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to authentic original
documents of all copies submitted to us as conformed, certified or reproduced
copies. We have also assumed the legal capacity of natural persons, the
corporate or other power and due authorization of each person not a natural
person other than the Company to execute and deliver the Transaction Documents
and to consummate the transactions contemplated by the Transaction Documents,
due execution and delivery of the Transaction Documents by all parties thereto
other than the Company, and that the Transaction Documents constitute the legal,
valid and binding obligations of each party thereto other than the Company,
enforceable against such party in accordance with its terms.

         Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:

         1.       The Company is validly existing as a corporation and is in
                  good standing under the laws of the State of California, the
                  jurisdiction of its organization. The Company has corporate
                  power to enter into the Transaction Documents.

         2.       The execution and delivery of the Transaction Documents by the
                  Company and the performance of its obligations thereunder have
                  been duly authorized by all necessary corporate actions on the
                  part of the Company.

         3.       The Transaction Documents have been duly executed and
                  delivered by the Company. Each Transaction Document to which
                  it is a party constitutes a valid and binding obligation of
                  the Company, enforceable against the Company in accordance
                  with its terms.

         4.       The execution and delivery of the Transaction Documents by the
                  Company does not, and the performance of their respective
                  obligations thereunder will not, result in any violation of
                  any order, writ, judgment or decree known to us.

         5.       The authorized capital stock of the Company consists of
                  [__________________] shares of common stock, par value $0.01
                  per share, of the Company, and
                  [_________________________________________]. As of the date
                  hereof, there are [_____________________] shares of common
                  stock issued and outstanding, and
                  [-------------------------------------------].


                                       F-2
<PAGE>
Europa Trade Agency Ltd.
______________, 2006
Page 3


         6.       To our actual knowledge, the Company is not a party to any
                  adversarial action, suit, or proceeding pending or threatened
                  overtly by a written communication, at law or in equity, or
                  before any Federal, state, municipal or other governmental
                  department, commission, board, bureau, agency or
                  instrumentality.

         The opinions and other matters in this letter are qualified in their
entirety and subject to the following:

         A.       We express no opinion as to the laws of any jurisdiction other
                  than the Included Laws. We have made no special  investigation
                  or  review of any  published  constitutions,  treaties,  laws,
                  rules or regulations or judicial or  administrative  decisions
                  ("LAWS"),  other than a review of (i) the Laws of the State of
                  California,  and (ii) the Federal Laws of the United States of
                  America.  For  purposes of this  opinion,  the term  "INCLUDED
                  LAWS" means the items described in clauses (i) and (ii) of the
                  preceding  sentence  that  are,  in our  experience,  normally
                  applicable to  transactions  of the type  contemplated  in the
                  Agreement.  The term Included Laws  specifically  excludes (a)
                  Laws  of  any  counties,  cities,  towns,  municipalities  and
                  special  political  subdivisions  and any agencies thereof and
                  (b) Laws  relating  to land  use,  zoning  and  building  code
                  issues,  taxes,  environmental  issues,  intellectual property
                  Laws,  antitrust  issues,  and Federal  Reserve  Board  margin
                  regulation issues.

         B.       When used in this letter,  the phrases  "KNOWN TO US", "TO OUR
                  ACTUAL  KNOWLEDGE" and similar  phrases (i) mean the conscious
                  awareness of facts or other  information  by (a) the lawyer in
                  our firm who signed  this  letter,  (b) any lawyer in our firm
                  actively  involved in handling current matters for the Company
                  and (c)  solely as to  information  relevant  to a  particular
                  opinion,  issue or confirmation regarding a particular factual
                  matter,  any lawyer in our firm who is  primarily  responsible
                  for providing the response concerning that particular opinion,
                  issue or  confirmation,  and (ii) do not  require or imply (a)
                  any  examination  of this firm's,  such  lawyer's or any other
                  person's  or entity's  files,  (b) that any inquiry be made of
                  the  client,  any lawyer  (other  than the  lawyers  described
                  above),  or any other  person or entity,  or (c) any review or
                  examination  of  any  agreements,   documents,   certificates,
                  instruments  or  other  papers  other  than  the   Transaction
                  Documents and the Due Diligence Documents.


                                      F-3
<PAGE>
Europa Trade Agency Ltd.
______________, 2006
Page 4


         C.       This  letter and the  matters  addressed  herein are as of the
                  date hereof or such earlier date as is specified  herein,  and
                  we undertake no, and hereby disclaim any, obligation to advise
                  you of any  change in any  matter  set forth  herein,  whether
                  based on a change in the law, a change in any fact relating to
                  the Company or any other  Person,  or any other  circumstance.
                  This opinion letter is limited to the matters expressly stated
                  herein and no  opinions  are to be  inferred or may be implied
                  beyond the opinions expressly set forth herein.

         D.       For purposes of this letter, the phrase "TRANSACTIONS
                  CONTEMPLATED BY THE AGREEMENT" and similar phrases means
                  solely the merger of MergerCo with and into the Company
                  pursuant to the Agreement.

         E.       The opinions expressed in the first sentence of paragraph 1
                  herein are given solely on the basis of the Good Standing
                  Certificates and speak only as of the dates indicated therein
                  rather than the date hereof. The opinions are limited to the
                  meaning ascribed to such certificates by each applicable State
                  agency and applicable law.

         F.       The  matters  expressed  in this  letter  are  subject  to and
                  qualified   and   limited   by  (i)   applicable   bankruptcy,
                  insolvency,     fraudulent     transfer    and     conveyance,
                  reorganization,   moratorium   and  similar   laws   affecting
                  creditors'  rights  and  remedies   generally;   (ii)  general
                  principles  of  equity,  including  principles  of  commercial
                  reasonableness,  good faith and fair  dealing  (regardless  of
                  whether  enforcement  is sought in a  proceeding  at law or in
                  equity); (iii) commercial reasonableness and unconscionability
                  and an implied  covenant of good faith and fair dealing;  (iv)
                  the power of the courts to award  damages in lieu of equitable
                  remedies; and (v) securities laws and public policy underlying
                  such  laws with  respect  to  rights  to  indemnification  and
                  contribution.

         G.       With respect to the opinions expressed in paragraph 5 herein
                  with respect to the number of issued and outstanding shares of
                  the Company's capital stock, and derivative securities, we
                  have relied, without any further inquiry, upon our examination
                  of the Company's Certificate of Incorporation, and the
                  Officer's Certificate from the Company.

         H.       We  express  no  opinion  as to  (i)  the  compliance  of  the
                  transactions  contemplated by the  Transaction  Documents with
                  any regulations or governmental requirements applicable to any
                  party other than the Company and MergerCo;  (ii) the financial
                  condition  or solvency of the Company or  MergerCo;  (iii) the
                  ability  (financial or otherwise) of the Company,  MergerCo or
                  any other party to meet their respective obligations under the
                  Transaction Documents;  (iv) the compliance of the Transaction
                  Documents or the  transactions  contemplated  thereby with, or
                  the effect of any of the foregoing


                                      F-4
<PAGE>
Europa Trade Agency Ltd.
______________, 2006
Page 5


                  with respect to, the antifraud provisions of the Federal and
                  state securities laws, rules and regulations; (v) the value of
                  any security provided to secure the payment of obligations
                  contemplated by the Transaction Documents; and (vi) the
                  conformity of the Transaction Documents to any term sheet or
                  commitment letter.

         I.       This letter is solely for your benefit, and no other person or
                  entity shall be entitled to rely upon this letter. Without our
                  prior written consent,  this letter may not be quoted in whole
                  or in part or  otherwise  referred to in any  document and may
                  not be  furnished  or  otherwise  disclosed  to or used by any
                  other  Person,  except for (i)  delivery  of copies  hereof to
                  counsel for the  addressees  hereof,  (ii) inclusion of copies
                  hereof in a closing  file,  and (iii) use  hereof in any legal
                  proceeding arising out of the transactions contemplated by the
                  Agreement  filed by an addressee  hereof against this law firm
                  or in which any addressee hereof is a defendant.

         J.       This law firm is a registered limited liability partnership
                  organized under the laws of the State of California.

                                Very truly yours,



                                STUBBS ALDERTON & MARKILES, LLP


<PAGE>
Europa Trade Agency Ltd.
______________, 2006
Page 6


                                   SCHEDULE 1
                           GOOD STANDING CERTIFICATES

1.       Certificate of good standing from the Secretary of State of the State
         of California, dated _______________, 2006.

2.       Certificate of good standing from the California Franchise Tax Board
         with respect to the Company, dated ___________, 2006.


                                      F-5
<PAGE>


                                    EXHIBIT G

                       FORM OF EUTA OFFICER'S CERTIFICATE

                              OFFICER'S CERTIFICATE


         I certify that I am the duly elected, qualified, and acting Chief
Executive Officer of Europa Trade Agency Ltd., a Nevada corporation ("EUTA"),
and the duly elected, qualified and acting President of Ironclad Merger
Corporation, a California corporation ("MERGERCO"), and that, as such, I am
familiar with the facts herein certified and are duly authorized to certify the
same and do hereby certify as follows:

1.       I have carefully reviewed the Agreement and Plan of Merger dated as of
         March 24, 2006, by and among EUTA, MergerCo and Ironclad Performance
         Wear Corporation, a California corporation (the "MERGER AGREEMENT"),
         and the Schedules and exhibits thereto. This Certificate is being
         delivered on behalf of EUTA and MergerCo pursuant to SECTION 2.3.2(A)
         of the Merger Agreement. Undefined capitalized terms herein are defined
         in the Merger Agreement.

2.       Each representation and warranty set forth in SECTION 4 of the Merger
         Agreement was true and complete in all material respects as of the date
         of the Merger Agreement, and is true and complete in all material
         respects as of the hereof, as if made on the date hereof, unless made
         as of another date, in which case they are true and correct in all
         material respects as of such date.

3.       Each of EUTA and MergerCo has performed and complied in all material
         respects with all of its obligations and covenants to be performed or
         complied with at or prior to Closing (singularly and in the aggregate).

4.       There is no pending or threatened by any Governmental Entity any suit,
         action or proceeding (or by any other Person any suit, action or
         proceeding which has a reasonable likelihood of success) challenging or
         seeking to restrain or prohibit the consummation of the Merger.

5.       Since the date of the Merger Agreement there has been no event, series
         of events, or the lack of occurrence thereof which, singularly or in
         the aggregate, could reasonably be expected to have a Material Adverse
         Effect on EUTA.

6.       As of the Closing, EUTA has obtained all licenses, permits, consents,
         approvals, authorizations, qualifications and orders of Governmental
         Entities and other third parties as necessary in connection with the
         transactions contemplated by the Agreement.

7.       Each holder of EUTA Common Stock issued and upon completion of the EUTA
         Reorganization has executed a Lock-up Agreement pursuant to SECTION
         7.3.12 of the Merger Agreement.


                                      G-1
<PAGE>


         IN WITNESS WHEREOF, I have executed this certificate on ______________.


                               By:
                                  ----------------------------------------------
                               Name:    Thomas Lamb
                               Title:   Chief Executive Officer and Chief
                                        Financial Officer of Europa Trade
                                        Agency, Ltd. and President of Ironclad
                                        Merger Corporation


                                      G-2
<PAGE>


                                    EXHIBIT H

              FORM OF EUTA'S AND MERGERCO'S SECRETARY'S CERTIFICATE

                             SECRETARY'S CERTIFICATE


         We certify that we are the duly elected, qualified, and acting
Secretary of Europa Trade Agency, Ltd., a Nevada corporation ("EUTA") and
Ironclad Merger Corporation, a California corporation ("MERGERCO"),
respectively, and that, as such, we are familiar with the facts herein certified
and are duly authorized to certify the same and do hereby certify as follows:

1.       This Certificate is being delivered on behalf of EUTA and MergerCo
         pursuant to SECTION 2.3.2(B) of the Agreement and Plan of Merger dated
         as of March 24, 2006, by and among EUTA, MergerCo and Ironclad
         Performance Wear Corporation, a California corporation (the "MERGER
         AGREEMENT"). Undefined capitalized terms herein are defined in the
         Merger Agreement.

2.       Attached as EXHIBIT A is a true, correct, and complete copy of EUTA's
         Certificate of Incorporation, as amended, certified by the Secretary of
         State of the State of Nevada, which is in full force and effect as of
         today.

3.       Attached as EXHIBIT B is a true, correct, and complete copy of EUTA's
         Bylaws, which are in full force and effect as of today.

4.       Attached as EXHIBIT C is a true, correct, and complete copy of the
         resolutions of EUTA's Board of Directors approving the Merger Agreement
         and the transactions contemplated thereby. Such resolutions have not
         been rescinded or modified in any way, and are in full force and effect
         on the date hereof.

5.       Attached as EXHIBIT D is a true, correct, and complete copy of a recent
         certificate of existence and good standing for EUTA, issued by the
         Secretary of State of the State of Nevada.

6.       Attached as EXHIBIT E is a true, correct, and complete copy of
         MergerCo's Articles of Incorporation, certified by the Secretary of
         State of the State of California, which is in full force and effect as
         of today.

7.       Attached as EXHIBIT F is a true, correct, and complete copy of
         MergerCo's Bylaws, which are in full force and effect as of today.

8.       Attached as EXHIBIT G is a true, correct, and complete copy of the
         resolutions of MergerCo's Board of Directors approving the Merger
         Agreement and the transactions contemplated thereby. Such resolutions
         have not been rescinded or modified in any way, and are in full force
         and effect on the date hereof.

9.       Attached as EXHIBIT H is a true, correct, and complete copy of the
         resolutions of the sole shareholder of MergerCo approving the Merger
         Agreement and the transactions contemplated thereby. Such resolutions
         have not been rescinded or modified in any way, and are in full force
         and effect on the date hereof.

10.      Attached as EXHIBIT I is a true, correct, and complete copy of a recent
         certificate of existence and good standing for MergerCo, issued by the
         Secretary of State of the State of California.


                                      H-1
<PAGE>


11.      I have examined the signatures of EUTA's and MergerCo's respective
         officers signing the Merger Agreement and the exhibits and other
         documents delivered in connection therewith, and such signatures are
         their true signatures. As of the date hereof (and the date of such
         signatures), such officers are (were) duly elected, qualified, and
         acting officers of EUTAor MergerCo, as applicable, holding the office
         specified beside their names.

         IN WITNESS WHEREOF, I have executed this certificate on [MONTH DAY,
YEAR].


                               By:
                                  ----------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:   Secretary of Europa Trade Agency Ltd.


                               By:
                                  ----------------------------------------------
                               Name:
                                    --------------------------------------------
                               Title:   Secretary of Ironclad Merger Corporation


                                       H-2
<PAGE>


                                    EXHIBIT I

                                   [RESERVED]


<PAGE>


                                    EXHIBIT J

               ARTICLES OF INCORPORATION OF SURVIVING CORPORATION


                            ARTICLES OF INCORPORATION
                                       OF
                      [_______________________] CORPORATION


                                    ARTICLE I

         The name of this corporation is [_________________] Corporation (the
"CORPORATION").

                                   ARTICLE II

         The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                   ARTICLE III

         The Corporation is authorized to issue only one class of shares of
stock, to be designated Common Stock; and the total number of shares which the
Corporation is authorized to issue is 1,000 no par value.

                                   ARTICLE IV

         (a) The liability of the directors of the Corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.

         (b) The Corporation is authorized to provide indemnification of agents
(as defined in Section 317 of the California Corporations Code) to the fullest
extent permissible under California law.

         (c) Any amendment, repeal or modification of the foregoing provisions
of this Article IV by the shareholders of the corporation shall not adversely
affect any right or protection of a director or agent of the corporation
existing at the time of such amendment repeal or modification.


                                      J-1
<PAGE>



                                    EXHIBIT K

                       POST-CLOSING EUTA CAPITAL STRUCTURE

                                   [OMITTED]