Filed by Automated Filing Services Inc. (604) 609-0244 - Forge, Inc. - Exhibit 10.1






  

 

PURCHASE AGREEMENT AND PLAN OF REORGANIZATION  


BY AND AMONG 



CRYOTHERM, INC. 


 THE SELLING STOCKHOLDERS OF CRYOTHERM, INC. EXECUTING THIS
  AGREEMENT  


AND


 FORGE, INC.  

 

 









TABLE OF CONTENTS 


	 	 	Page
	 	 	 
	ARTICLE I - PLAN OF REORGANIZATION	1
	1.1	Plan of Reorganization	1
	1.2	Exchange of Stock	1
	 	 	 
	ARTICLE II - CLOSING	2
	2.1	Closing	2
	 	 	 
	ARTICLE III - REPRESENTATIONS AND WARRANTIES OF FORGE	2
	3.1	Organization and Qualification; Subsidiaries	2
	3.2	Articles of Incorporation and Bylaws	2
	3.3	Authority Relative to This Agreement	2
	3.4	No Conflict; Required Filings and Consents	3
	3.5	Compliance; Permits	3
	3.6	Present Capital Structure of Forge	3
	3.7	Financial Statements	3
	3.8	Commission Filings	4
	3.9	OTCBB	4
	3.10	State Takeover Statutes	4
	3.11	No Undisclosed Liabilities	4
	3.12	Absence of Certain Changes or Events	4
	3.13	Absence of Litigation	5
	3.14	Employee Benefit Plans	5
	3.15	Labor Matters	5
	3.16	Restrictions on Business Activities	5
	3.17	Title to Property	5
	3.18	Taxes	5
	3.19	Environmental Matters	5
	3.20	Intangible Assets	6
	3.21	Agreements, Contracts and Commitments	6
	3.22	Insurance	6
	3.23	Directors and Officers	7
	3.24	Transfer Agent	7
	3.25	Stock Transfer Records	7
	3.26	Corporate Record Books	7
	3.27	Related Party Transactions	7
	3.28	Lack of Disputes	7
	3.29	Board Approval	7
	3.30	Vote Required	7
	3.31	Disclosures	7
	 	 	
	ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF CRYO	7
	4.1	Organization and Qualification	7
	4.2	Certificate of Incorporation and Bylaws	8
	4.3	Authority Relative to This Agreement	8
	4.4	No Conflict; Required Filings and Consents	8
	4.5	Compliance; Permits	8
	4.6	Capital Structure of CRYO	9
	4.7	Financial Statements	9
	4.8	No Undisclosed Liabilities	10
	4.9	Material Contracts and Transactions	10
	4.10	Litigation	11
	4.11	Labor Matters	11
	4.12	Restrictions on Business Activities	11
	4.13	Title to Property	11
	4.14	Taxes	11
	4.15	Environmental Matters	11








 

	4.16	Intellectual Property	12
	4.17	Directors and Officers	13
	4.18	Corporate Record Books	13
	4.19	Lack of Disputes	13
	4.20	Board Approval	13
	4.21	Vote Required	14
	4.22	Disclosures	14
	 	 	
	ARTICLE V - COVENANTS, REPRESENTATIONS AND	
	WARRANTIES OF THE SELLING STOCKHOLDERS	14
	 	 	 
	ARTICLE VI - CLOSING CONDITIONS	16
	6.1	Conditions Precedent to Closing by FORGE	16
	6.2	Conditions Precedent to Closing by CRYO	17
	 	 	 
	ARTICLE VII - ADDITIONAL COVENANTS OF THE PARTIES	19
	7.1	FORGE	19
	7.2	CRYO	19
	7.3	Access and Investigation	19
	7.4	Confidentiality	20
	7.5	Notification	20
	7.6	Exclusivity	20
	7.7	Conduct of CRYO Business Prior to Closing	20
	7.8	Certain Acts Prohibited - CRYO	20
	7.9	Certain Acts Prohibited - FORGE	21
	7.10	Public Announcements	21
	7.11	FORGE Board of Directors	21
	 	 	
	ARTICLE VIII - CLOSING DELIVERIES	21
	8.1	Closing Deliveries of CRYO and the Selling Stockholders	21
	8.2	Closing Deliveries of FORGE	22
	 	 	 
	ARTICLE IX - TERMINATION, AMENDMENT AND WAIVERS	23
	9.1	Termination	23
	9.2	Notice of Termination; Effect of Termination	23
	9.3	Fees and Expenses	23
	9.4	Amendment	23
	9.5	Waiver	23
	 	 	 
	ARTICLE X - GENERAL PROVISIONS	23
	10.1	Survival	23
	10.2	Notices	24
	10.3	Further Assurances	24
	10.4	Interpretation	24
	10.5	Counterparts	24
	10.6	Entire Agreement; Third Party Beneficiaries	25
	10.7	Severability	25
	10.8	Other Remedies; Specific Performance	25
	10.9	Governing Law	26












PURCHASE AGREEMENT AND PLAN OF REORGANIZATION 


      This Purchase Agreement and
  Plan of Reorganization is entered into as of this 28th day of July,
  2003 ("Agreement"), by and among Cryotherm, Inc., a Delaware corporation ("CRYO”),
  the undersigned Selling Stockholders of CRYO (the “Majority Selling Stockholders,”
  and together with the other Selling Stockholders who join as signatories to
  this Agreement after the date hereof as provided herein, the "Selling Stockholders")
  and FORGE, INC., a Delaware corporation ("FORGE"). 

 RECITALS 

      WHEREAS, the Selling Stockholders
  own beneficially and of record a minimum of 95% of the issued and outstanding
  shares of common stock, par value $.001 per share (the "CRYO Common Stock")
  of CRYO; 

      WHEREAS, FORGE desires to acquire
  a minimum of 95% and up to 100% of the issued and outstanding CRYO Common Stock,
  making CRYO a majority or wholly-owned subsidiary of FORGE and the Selling Stockholders
  desire to make a tax-free exchange of their CRYO Common Stock solely for shares
  of common stock, par value $.001 per share (the "FORGE Common Stock") of FORGE;
  and 

      WHEREAS, the parties intend,
  by entering into this Agreement, to adopt a plan of reorganization within the
  meaning of Section 368 of the Internal Revenue Code of 1986, as amended (the
  "Code"). 

      NOW, THEREFORE, in consideration
  of the covenants, promises and agreements set forth herein, and for other good
  and valuable consideration, the receipt and sufficiency of which are hereby
  acknowledged, the parties agree as follows: 

 ARTICLE I  

  PLAN OF REORGANIZATION 

      1.1     Plan
  of Reorganization.     CRYO, the Selling Stockholders
  and FORGE agree that a minimum of Ninety Five (95%) and up to one hundred (100%)
  percent of the issued and outstanding Common Stock of CRYO (the “CRYO Common
  Stock”) shall be acquired by FORGE in a transaction qualifying as a tax-free
  stock-for-stock exchange pursuant to Section 368(a)(1)(B) of the Code in exchange
  solely for shares of FORGE Common Stock (the “Plan of Reorganization”).
  Immediately following the execution and delivery of this Agreement by FORGE,
  CRYO and the Majority Selling Stockholders, CRYO shall use its reasonable best
  efforts to cause the remaining stockholders of CRYO who have not signed this
  Agreement to execute and deliver a counterpart of this Agreement or to otherwise
  join in the provisions of this Agreement in a manner satisfactory in form and
  substance to FORGE and its counsel. 

      1.2     Exchange
  of Stock.      On closing of this Agreement and
  the Plan of Reorganization, each share of CRYO common stock held by each Selling
  Stockholder will be exchanged for 0.7037037 post-split shares of common stock
  of FORGE, such that the outstanding 27,000,000 shares of common stock of CYRO
  will be exchanged for 19,000,000 post-split shares of FORGE Common Stock if
  all stockholders of CRYO execute this Agreement. In addition, on closing of
  this Agreement and the Plan of Reorganization, the outstanding options and warrants
  to purchase 6,260,000 shares of CRYO will be exchanged for options or warrants,
  as applicable, to purchase 4,405,185 post-split shares of FORGE common stock
  at a price of $0.10 per post-split share. In addition, on closing of this Agreement
  and the Plan of Reorganization, the outstanding convertible notes made by CRYO
  in favor of Ken Rickel and Geoff Harris (the “CRYO Convertible Note Holders”)
  that are currently convertible into 2,740,000 shares of CRYO Common Stock, as
  described in Schedule 4.6 of this Agreement (the “CRYO Convertible Notes”),
  will be exchanged for convertible notes made by FORGE in favor of the CRYO Convertible
  Note Holders (the “FORGE Convertible Notes”). The FORGE Convertible
  Notes will be convertible into not more than 1,928,148 post-split shares of
  FORGE Common Stock. 

      The number of shares of FORGE
  Common Stock and the number of options, warrants, convertible notes and other
  rights to purchase FORGE Common Stock to be issued on closing are determined
  after giving effect to the 3 for 1 forward split of FORGE Common Stock as contemplated
  by this Agreement. A list 


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 of the stockholders of CRYO Common Stock, how many shares
  they own, and the shares of FORGE Common Stock each is to receive if each stockholder
  executes this Agreement is attached hereto as Schedule 1.2. No certificates
  representing fractional FORGE shares shall be issued pursuant to this section.
  All shares certificates representing the shares of FORGE Common Stock to be
  issued on Closing will be endorsed with the following legend pursuant to the
  United States Securities Act of 1933 (the “Securities Act”):



   THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
    BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN
    ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
    ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
    TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF
    THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION.  



 ARTICLE II

  CLOSING  

      2.1     Closing.     The
  closing of the Plan of Reorganization (the "Closing") shall take place at 10:00
  A.M., Pacific time, on September 30, 2003, or at such other time and date as
  the parties shall agree in writing (the "Closing Date"), at the offices of O’Neill
  & Company, Suite 1880, Royal Centre, 1055 W. Georgia St., Vancouver, BC,
  Canada., or at such other place as the parties shall agree in writing. 

 ARTICLE III

  REPRESENTATIONS AND WARRANTIES

  OF FORGE 

      FORGE represents and warrants
  to CRYO and the Selling Stockholders as of the date hereof and as of the Closing
  Date as set forth in this Article III: 

      3.1     Organization
  and Qualification; Subsidiaries.     FORGE is duly
  incorporated, validly existing and in good standing under the laws of Delaware
  and has the requisite corporate power and authority to own, lease and operate
  its assets and properties and to carry on its business as it is now being conducted
  and as proposed to be conducted after the Closing. FORGE is in possession of
  all franchises, grants, authorizations, licenses, permits, easements, consents,
  certificates, approvals and orders necessary to own, lease and operate the properties
  it purports to own, operate or lease and to carry on its business as it is now
  being conducted. FORGE is duly qualified or licensed as a foreign corporation
  to do business, and is in good standing, in each jurisdiction where the character
  of the properties owned, leased or operated by it or the nature of its activities
  makes such qualification or licensing necessary. Except as set forth in Schedule
  3.1 to this Agreement, FORGE does not directly or indirectly own, or have the
  right or obligation to acquire, any equity or similar interest in, or any interest
  convertible or exchangeable or exercisable for, any equity or similar interest
  in, any corporation, partnership, limited liability company, joint venture or
  other business, association or entity. FORGE will prepare and deliver Schedule
  3.1 to CRYO by no later than August 15, 2003. 

      3.2     Articles
  of Incorporation and Bylaws.     FORGE has previously
  furnished to CRYO and the Selling Stockholders a complete and correct copy of
  its Certificate of Incorporation and Bylaws as amended to date. Such Certificate
  of Incorporation and Bylaws are in full force and effect. FORGE is not in violation
  of any of the provisions of its Certificate of Incorporation or Bylaws. 

      3.3     Authority
  Relative to This Agreement.     FORGE has all necessary
  corporate power and authority to execute and deliver this Agreement and to perform
  its obligations hereunder and, subject to obtaining the approval of this Agreement
  by the holders of a majority of the outstanding shares of FORGE Common Stock,
  to consummate the transactions contemplated hereby. The execution and delivery
  of this Agreement by FORGE and the consummation by FORGE of the transactions
  contemplated hereby have been duly and validly authorized by all necessary corporate
  action on the part of FORGE and no other 

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 corporate proceedings on the part of FORGE are necessary to
  authorize this Agreement or to consummate the transactions contemplated hereby
  (other than the approval of this Agreement by the holders of a majority of the
  outstanding shares of FORGE Common Stock, which FORGE shall use its best efforts
  to obtain prior to the Closing Date). This Agreement has been duly and validly
  executed and delivered by FORGE and, assuming the due authorization, execution
  and delivery by CRYO and the Selling Stockholders, constitutes a legal and binding
  obligation of FORGE, enforceable against FORGE in accordance with its terms.


      3.4     No
  Conflict; Required Filings and Consents.      (a)
  The execution and delivery of this Agreement by FORGE do not, and the performance
  of this Agreement by FORGE shall not, (i) conflict with or violate its Certificate
  of Incorporation or Bylaws, (ii) subject to obtaining the approval of this Agreement
  by the holders of a majority of the outstanding shares of FORGE Common Stock,
  conflict with or violate any law, rule, regulation, order, judgment or decree
  applicable to FORGE or by which it or any of its properties is bound or affected,
  or (iii) result in any breach of or constitute a default (or an event that with
  notice or lapse of time or both would become a default) under, or impair FORGE’s
  rights or alter the rights or obligations of any third party under, or give
  to others any rights of termination, amendment, acceleration or cancellation
  of, or result in the creation of a lien or encumbrance on any of the properties
  or assets of FORGE pursuant to, any note, bond, mortgage, indenture, contract,
  agreement, lease, license, permit, franchise or other instrument or obligation
  to which FORGE is a party or by which FORGE or any of its properties is bound
  or affected. 

      (b)     The
  execution and delivery of this Agreement by FORGE do not, and the performance
  of this Agreement by FORGE shall not, require any consent, approval, authorization
  or permit of, or filing with or notification to, any court, administrative agency,
  commission, or governmental or regulatory authority, domestic or foreign, except
  for applicable requirements, if any, of the Securities Act, the Securities Exchange
  Act of 1934, as amended (the "Exchange Act"), and state securities laws, other
  than those consents, approvals, authorizations, permits or filings which shall
  have been obtained by FORGE prior to the Closing. 

      3.5     Compliance;
  Permits.      (a) FORGE is not in conflict with,
  or in default or violation of, (i) any law, rule, regulation, order, judgment
  or decree applicable to FORGE or by which any of its properties is bound or
  affected, or (ii) any note, bond, mortgage, indenture, contract, agreement,
  lease, license, permit, franchise or other instrument or obligation to which
  FORGE is a party or by which FORGE or any of its properties is bound or affected.
  No investigation or review by any governmental or regulatory body or authority
  is pending or, to the knowledge of FORGE, threatened against FORGE, nor has
  any governmental or regulatory body or authority indicated an intention to conduct
  the same. 

      (b)     FORGE
  holds all permits, licenses, variances, exemptions, orders and approvals from
  governmental authorities which are necessary or desirable to the operation of
  the business of FORGE (collectively, the “FORGE Permits”). FORGE is
  in compliance in all respects with the terms of the FORGE Permits. Within five
  business days prior to the Closing Date FORGE shall furnish to CRYO a list of
  all FORGE Permits. 

      3.6     Present
  Capital Structure of FORGE.     The authorized
  capital stock of FORGE consists of 18,000,000 shares of FORGE Common Stock,
  of which 519,571 shares are issued and outstanding, and there are 2,000,000
  authorized shares of preferred stock of which none are issued. All of the issued
  and outstanding FORGE Common Stock has been duly authorized and validly issued,
  and is fully paid and non-assessable and was issued free of preemptive rights.
  Except for this Agreement and as set forth on Schedule 3.6, there are no outstanding
  options, warrants, conversion rights, preemptive rights or other rights to subscribe
  for, purchase or otherwise acquire any shares of FORGE Common Stock, or any
  obligation of FORGE to issue any shares of FORGE Common Stock. FORGE will prepare
  and deliver Schedule 3.6 to CRYO by no later than August 15, 2003. 

      3.7     Financial
  Statements     As of the date hereof and as of
  the Closing Date: 

      (a)     FORGE
  has filed with the SEC all financial statements that are required by the Commission
  (the “Financial Statements”). 

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      (b)     All
  the Financial Statements are accurate and complete, and have been prepared in
  accordance with generally accepted accounting principles ("GAAP") consistently
  applied throughout the periods involved. As of the date of any of such Financial
  Statements, except to the extent reflected therein, FORGE did not have any liabilities
  or obligations (absolute or contingent) which should be reflected in a balance
  sheet or the notes thereto prepared in accordance with GAAP, and all assets
  reflected therein are properly reported and present fairly the value of the
  assets of FORGE in accordance with GAAP. Such statements of operations and comprehensive
  income present fairly the results of operations of FORGE for the periods indicated.
  Such statements of changes in shareholders' equity and cash flows present fairly
  the information, which should be presented therein in accordance with GAAP.
  As of the Closing Date, FORGE will have no liabilities other than those liabilities
  identified in the Financial Statements and liabilities incurred by FORGE in
  the ordinary course of business since the date of the Financial Statements.


      (c)     The
  financial and other books and records of FORGE are complete and correct and
  have been maintained in accordance with good business and accounting practices,
  and the Financial Statements can be reconciled with such books and records.
  All such books and records shall be made available to CRYO at Closing. 

      3.8     Commission
  Filings.      Since such date FORGE was first required
  to make (or has voluntarily made) such filings, FORGE has filed with the SEC
  all Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB, Current
  Reports on Form 8-K, proxy materials, registration statements and other reports
  and documents required to be filed by it pursuant to federal securities laws
  and has made all other filings with the SEC required to be made (collectively,
  the "FORGE Commission Filings"). FORGE has satisfied all requirements to be
  a "small business issuer" as defined pursuant to the Exchange Act. The FORGE
  Commission Filings, including all Financial Statements included therein, (i)
  were prepared in all material respects in accordance with the requirements of
  the Exchange Act and the rules and regulations there under, and the Securities
  Act and the rules and regulations there under, as the case may be, and (ii)
  did not (as of their respective filing dates, mailing dates or effective dates,
  as the case may be) 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 therein, in light of the circumstances under which they were
  made, not misleading. 

      3.9     OTCBB.     FORGE
  and, to the best of FORGE’s knowledge, its market makers, have complied
  with and are current with all applicable requirements for the FORGE Common Stock
  to be quoted on the OTC Bulletin Board ("OTCBB") under the symbol “FRGA”.
  Neither FORGE nor any of its market makers have received any notice, nor to
  their knowledge is it threatened, that at any time the FORGE Common Stock may
  no longer be eligible to be quoted on the OTCBB nor is FORGE aware of any basis
  to delist FORGE Common Stock from the OTCBB listing. 

      The shares of FORGE Common Stock
  issuable to the Selling Stockholders and the consultants pursuant to this Agreement,
  when issued, will be duly authorized and validly issued, fully paid and non
  assessable and free of any preemptive rights and will be quoted on the OTCBB.
  There has been no stop order issued by any regulatory authority including, without
  limitation, the NASD, the SEC or any state regulatory authority relating to
  FORGE or the FORGE Common Stock and FORGE has not received any notice of any
  investigation or other proceeding that could result in any stop order. 

      3.10     State
  Takeover Statutes.     FORGE and its Board of Directors
  have taken all action required to be taken in order to render inapplicable to
  this Agreement and the transactions contemplated hereby the provisions of all
  anti-takeover and related, affiliated or interested party transaction laws and
  regulations of any state. 

      3.11     No
  Undisclosed Liabilities.     FORGE does not have
  any liabilities (absolute, accrued, contingent or otherwise) except (i) liabilities
  provided for in FORGE’s Financial Statements, and (ii) liabilities incurred
  in the ordinary course of business since the date of the Financial Statements.


      3.12     Absence
  of Certain Changes or Events.      Since March
  31, 2003 no material change has occurred in the financial condition, assets,
  liabilities or business of FORGE. 

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      3.13     Absence
  of Litigation.     There are no claims, actions,
  suits, investigations or proceedings pending or, to the knowledge of FORGE,
  threatened against FORGE or any properties or rights of FORGE or as to which
  FORGE has received any written notice or assertion, before any court, arbitrator
  or administrative, governmental or regulatory authority or body, domestic or
  foreign. 

      3.14     Employee
  Benefit Plans.     Except as set forth in Schedule
  3.14, FORGE is not a party to any oral or written (i) contract for the employment
  of any officer or employee; (ii) profit sharing, bonus, deferred compensation,
  pension or retirement plan, agreement or arrangement; (iii) collective bargaining
  agreement; or (iv) employee fringe or benefit plan, commitment or other arrangements
  (whether or not set forth in a written document and including, without limitation,
  all "employee benefit plans" within the meaning of Section 3(3) of the Employee
  Retirement Income Security Act of 1974, as amended ("ERISA"), that covers any
  active or former employee, director or consultant of FORGE, or with respect
  to which FORGE has or may in the future have liability. FORGE will prepare and
  deliver Schedule 3.14 to CRYO by no later than August 15, 2003. 

      3.15     Labor
  Matters.     There is no litigation pending or,
  to the knowledge of FORGE, threatened, between FORGE and any of its employees.
  FORGE is not a party to any collective bargaining agreement or other labor union
  contract applicable to persons employed by FORGE nor does FORGE know of any
  activities or proceedings of any labor union to organize any such employees.
  FORGE has no knowledge of any strikes, slowdowns, work stoppages or lockouts,
  or threats thereof, by or with respect to any employees of FORGE. 

      3.16     Restrictions
  on Business Activities.     There is no agreement,
  judgment, injunction, order or decree binding upon FORGE which has or could
  reasonably be expected to have the effect of prohibiting or impairing any business
  practice of FORGE, any FORGE of property by FORGE or the conduct of business
  by FORGE as currently conducted or as proposed to be conducted after the consummation
  of the transactions contemplated by this Agreement. 

      3.17     Title to
  Property.     FORGE owns no real property or any
  interest therein. 

      3.18     Taxes.     Effective
  as of Closing, FORGE will have timely filed all tax returns required to be filed
  by it, have paid all Taxes (as defined below) shown thereon to be due and have
  provided adequate accruals in all respects in accordance with GAAP in its financial
  statements for any Taxes that have not been paid, whether or not shown as being
  due on any returns. In addition, (i) no claim for unpaid Taxes that are currently,
  or will be prior to the Closing, due and payable has become a lien against the
  property of FORGE or is being asserted against FORGE, (ii) no audit of any Tax
  Return (as defined below) of FORGE is being conducted by a tax authority, (iii)
  no extension of the statute of limitations on the assessment of any Taxes has
  been granted by FORGE and is currently in effect and (iv) there is no agreement,
  contract or arrangement to which FORGE is a party that may result in the payment
  of any amount that would not be deductible pursuant to Sections 280G, 162(a)
  (by reason of being unreasonable in amount), 162(b) through (p) or 404 of the
  Code. As used herein, “Taxes” shall mean all taxes of any kind, including,
  without limitation, those on or measured by or referred to as income, gross
  receipts, sales, use, ad valorem, franchise, profits, license, withholding,
  payroll, employment, excise, severance, stamp, occupation, premium, value added,
  property or windfall profits taxes, customs, duties or similar fees, assessments
  or charges of any kind whatsoever, together with any interest and any penalties,
  additions to tax or additional amounts imposed by any governmental authority,
  domestic or foreign. As used herein, “Tax Return” shall mean any return,
  report or statement required to be filed with any governmental authority with
  respect to Taxes. 

      3.19     Environmental
  Matters.     FORGE (i) has obtained all applicable
  permits, licenses and other authorizations which are required under Federal,
  state or local laws relating to pollution or protection of the environment,
  including laws relating to emissions, discharges, releases or threatened releases
  of pollutants, contaminants, or hazardous or toxic materials or wastes into
  ambient air, surface water, ground water, or land or otherwise relating to the
  manufacture, processing, distribution, use, treatment, storage, disposal, transport,
  or handling of pollutants, contaminants or hazardous or toxic materials or wastes
  by FORGE (or its respective agents); (ii) is in material compliance with all
  terms and conditions of such required permits, licenses and authorizations,
  and also is in compliance with all other limitations, restrictions, conditions,
  standards, prohibitions, requirements, obligations, schedules and timetables
  contained in such laws or contained in any 

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 regulation, code, plan, order, decree, judgment, notice or
  demand letter issued, entered, promulgated or approved there under; (iii) as
  of the date hereof, is not aware of nor has received notice of any event, condition,
  circumstance, activity, practice, incident, action or plan which is reasonably
  likely to interfere with or prevent continued compliance or which would give
  rise to any common law or statutory liability, or otherwise form the basis of
  any claim, action, suit or proceeding, based on or resulting from FORGE’s
  (or any of its respective agents) manufacture, processing, distribution, use,
  treatment, storage, disposal, transport, or handling, or the emission, discharge,
  or release into the environment, of any pollutant, contaminant, or hazardous
  or toxic material or waste; and (iv) has taken all actions necessary under applicable
  requirements of Federal, state or local laws, rules or regulations to register
  any products or materials required to be registered by FORGE (or any of its
  respective agents). 

      3.20     Intangible
  Assets.     FORGE has full rights to all patents
  and patent applications (pending or in the process of preparation), domestic
  or foreign, patent rights, trademarks, trade names and licenses under the patents
  of others, trade secrets, secret processes and other proprietary rights of every
  kind and nature used by FORGE at any time or necessary for use by FORGE in its
  business as presently conducted. None of the foregoing are owned or controlled
  in whole or in part directly or indirectly by any of FORGE’s officers,
  directors, employees, consultants or independent contractors. All such patents,
  patent applications, patent rights and licenses are valid and effective in accordance
  with their terms, and all such trade names, trade secrets, secret processes
  and other proprietary rights are valid and effective. The conduct of FORGE’s
  business or any other actions by FORGE has not and does not infringe upon the
  patents, trademarks, trade secrets, or copyrights or other intellectual property
  rights of any other party. FORGE has not received any notice of any claim of
  infringement. There are no agreements, contracts or obligations under which
  FORGE is obligated with respect to, or is using, any patents, patent applications,
  patent rights, trademarks, trade names, licenses under the patents of others,
  trade secrets, secret processes or other proprietary rights. Within five business
  days prior to the Closing Date FORGE shall furnish to CRYO a list of all patents,
  trademarks, trade secrets, copyrights, licenses and other intellectual property
  owned by FORGE. 

      3.21     Agreements,
  Contracts and Commitments.     FORGE is
  not a party to and is not bound by: 

      (a)     any
  agreement or plan, including, without limitation, any stock option plan, stock
  appreciation right plan or stock purchase plan, any of the benefits of which
  will be increased, or the vesting of benefits of which will be accelerated,
  by the occurrence of any of the transactions contemplated by this Agreement
  or the value of any of the benefits of which will be calculated on the basis
  of any of the transactions contemplated by this Agreement; 

      (b)     any
  agreement, contract or commitment containing any covenant limiting in any respect
  the right of FORGE to engage in any line of business or to compete with any
  person; or 


     (c) 	any agreement, contract or commitment currently in force relating to the disposition or FORGE by FORGE after the date of this Agreement of any assets not in the ordinary course of business or pursuant to which
FORGE has any material ownership interest in any corporation, partnership, limited liability company, joint venture or other business enterprise.


      FORGE is not and, to FORGE’s
  knowledge, no other party is in breach, violation or default under, and FORGE
  has not received written notice that it has breached, violated or defaulted
  under, any of the terms or conditions of any of the agreements, contracts or
  commitments to which FORGE is a party or by which any of its properties is bound
  or affected. 

      FORGE will prepare and deliver
  Schedule 3.21 to CRYO by no later than August 15, 2003 which will identify and
  list all agreements, contracts or commitments currently in effect or entered
  into within the last three years by FORGE. 

      3.22     Insurance.     FORGE
  has timely made all claims under all insurance policies and fidelity bonds.
  There is no claim by FORGE pending under any of such policies or bonds as to
  which coverage has been questioned, denied or disputed by the underwriters of
  such policies or bonds. Within five business days prior to the Closing Date
  FORGE shall furnish to CRYO copies of all FORGE insurance policies and fidelity
  bonds currently in effect or pursuant to which there are outstanding claims.


-6- 






      3.23     Directors
  and Officers.     FORGE has delivered to CRYO a
  complete list of the current Board of Directors and officers of FORGE. 

      3.24     Transfer
  Agent.     StockTrans, located at 44 West Ardmore,
  P.A. 19003 acts as FORGE's transfer agent. At closing, FORGE does not owe any
  money to StockTrans and FORGE is in compliance with all relative agreements.


      3.25     Stock
  Transfer Records.     The stock transfer books
  and stock ledgers of FORGE are in good order, complete, accurate, and up to
  date, and with all necessary signatures, and set forth all stock and securities
  issued, transferred and surrendered. No duplicate certificate has been issued
  at any time heretofore without an adequate indemnity agreement and/or bond being
  posted. No transfer has been made without surrender of the proper certificate
  duly endorsed. All certificates so surrendered have been duly canceled and are
  attached to the proper stubs with all necessary stock powers attached hereto.


      3.26     Corporate
  Record Books.     The corporate record books of
  FORGE are in reasonable order, accurate and complete, with all necessary signatures,
  and set forth all meetings and actions of Selling Stockholders or directors.


      3.27     Related
  Party Transactions.     Neither any officer nor
  any director or employee of FORGE, nor any spouse or child of any of them, has
  any direct or indirect interest in any competitor, supplier, customer or transfer
  agent or market maker for any securities of FORGE or in any person from whom
  or to whom FORGE leases any real or personal property, or in any other person
  with whom FORGE is doing business. 

      3.28     Lack
  of Disputes.     There is currently no dispute,
  pending or, to the knowledge of FORGE, threatened, anticipated or contemplated
  of any kind with any customer, supplier, source of financing, employee, landlord,
  or licensee of FORGE. 

      3.29     Board
  Approval.     The Board of Directors of FORGE has,
  as of the date of this Agreement, (i) approved, subject to stockholder approval,
  this Agreement and the transactions contemplated hereby, (ii) determined that
  this Agreement is in the best interests of the Selling Stockholders of FORGE
  and is on terms that are fair to such Selling Stockholders and (iii) recommended
  that the Selling Stockholders of FORGE approve this Agreement. 

      3.30     Vote
  Required.     The affirmative vote of the holders
  of a majority of the outstanding shares of FORGE Common Stock is the only vote
  of the holders of any class or series of FORGE’s capital stock necessary
  to approve this Agreement and the transactions contemplated hereby. 

      3.31     Disclosures.     None
  of the representations or warranties by FORGE in this Agreement and no statement
  contained in any certificate or other writing furnished by FORGE in connection
  herewith contains or will contain any untrue statement of a material fact or
  omits or will omit to state a material fact necessary in order to make the statements
  contained herein or therein not misleading. 

 ARTICLE IV

  REPRESENTATIONS AND WARRANTIES

  OF CRYO  

      CRYO represents and warrants
  to FORGE of the date hereof and as of the Closing Date as set forth in this
  Article IV: 

      4.1     Organization
  and Qualification.     CRYO was duly incorporated
  in January 2002 and is validly existing and in good standing under the laws
  of Delaware and has the requisite corporate power and authority to own, lease
  and operate its assets and properties and to carry on its business as it is
  now being conducted. CRYO is in possession of all franchises, grants, authorizations,
  licenses, permits, easements, consents, certificates, approvals and orders necessary
  to own, lease and operate the properties it purports to 

-7-








 own, operate or lease and to carry on its business as it is
  now being conducted. CRYO is duly qualified or licensed as a foreign corporation
  to do business, and is in good standing, in each jurisdiction where the character
  of the properties owned, leased or operated by it or the nature of its activities
  makes such qualification or licensing necessary. CRYO does not directly or indirectly
  own, or have the right or obligation to acquire, any equity or similar interest
  in, or any interest convertible or exchangeable or exercisable for, any equity
  or similar interest in, any corporation, partnership, limited liability company,
  joint venture or other business, association or entity. CRYO does not own any
  subsidiaries. 

      4.2     Certificate
  of Incorporation and Bylaws.     CRYO has previously
  furnished to FORGE a complete and correct copy of its Certificate of Incorporation
  and Bylaws as amended to date. Such Certificate of Incorporation and Bylaws
  are in full force and effect. CRYO is not in violation of any of the provisions
  of its Certificate of Incorporation or Bylaws. 

      4.3     Authority
  Relative to This Agreement.     CRYO has all necessary
  corporate power and authority to execute and deliver this Agreement and to perform
  its obligations hereunder and, subject to obtaining the approval of this Agreement
  by the holders the outstanding shares of CRYO Common Stock, to consummate the
  transactions contemplated hereby. The execution and delivery of this Agreement
  by CRYO and the consummation by CRYO of the transactions contemplated hereby
  have been duly and validly authorized by all necessary corporate action on the
  part of CRYO and no other corporate proceedings on the part of CRYO are necessary
  to authorize this Agreement or to consummate the transactions contemplated hereby
  (other than the approval of this Agreement by the holders of the outstanding
  shares of CRYO Common Stock, which CRYO shall use its best efforts to obtain
  prior to the Closing Date). This Agreement has been duly and validly executed
  and delivered by CRYO and the Majority Selling Stockholders and, assuming the
  due authorization, execution and delivery by FORGE and all of the Selling Stockholders,
  constitutes a legal and binding obligation of CRYO and the Selling Stockholders,
  enforceable against CRYO and the Selling Stockholders in accordance with its
  terms. 

      4.4     No
  Conflict; Required Filings and Consents.     (a)
  The execution and delivery of this Agreement by CRYO and the Selling Stockholders
  do not, and the performance of this Agreement by CRYO and the Selling Stockholders
  shall not, (i) conflict with or violate CRYO's Certificate of Incorporation
  or Bylaws, (ii) subject to obtaining the approval of this Agreement by the holders
  of a majority of the outstanding shares of CRYO Common Stock, conflict with
  or violate any law, rule, regulation, order, judgment or decree applicable to
  CRYO or by which it or any of its properties is bound or affected, or (iii)
  result in any breach of or constitute a default (or an event that with notice
  or lapse of time or both would become a default) under, or impair CRYO’s
  rights or alter the rights or obligations of any third party under, or give
  to others any rights of termination, amendment, acceleration or cancellation
  of, or result in the creation of a lien or encumbrance on any of the properties
  or assets of CRYO pursuant to, any note, bond, mortgage, indenture, contract,
  agreement, lease, license, permit, franchise or other instrument or obligation
  to which CRYO is a party or by which CRYO or any of its properties is bound
  or affected. 

      (b)     The
  execution and delivery of this Agreement by CRYO and the Selling Stockholders
  do not, and the performance of this Agreement by CRYO and the Selling Stockholders
  shall not, require any consent, approval, authorization or permit of, or filing
  with or notification to, any court, administrative agency, commission, or governmental
  or regulatory authority, domestic or foreign, required to be obtained by CRYO
  except for applicable requirements, if any, of the Securities Act, the Exchange
  Act, state securities laws, and the rules and regulations there under, and the
  rules and regulations of the Nasd, Inc. 

      4.5     Compliance;
  Permits.     (a) CRYO is not in conflict with,
  or in default or violation of, (i) any law, rule, regulation, order, judgment
  or decree applicable to CRYO or by which any of its properties is bound or affected,
  or (ii) any note, bond, mortgage, indenture, contract, agreement, lease, license,
  permit, franchise or other instrument or obligation to which CRYO is a party
  or by which CRYO or any of its properties is bound or affected. No investigation
  or review by any governmental or regulatory body or authority is pending or,
  to the knowledge of CRYO, threatened against CRYO, nor has any governmental
  or regulatory body or authority indicated an intention to conduct the same.


      (b)     CRYO
  holds all permits, licenses, variances, exemptions, orders and approvals from
  governmental authorities which are necessary or desirable to the operation of
  the business of CRYO 

-8-








 (collectively, the “CRYO Permits”). CRYO is in compliance
  in all respects with the terms of the CRYO Permits. 

      4.6     Capital
  Structure of CRYO.     The authorized capital
  stock of CRYO consists of 50,000,000 shares of CRYO Common Stock, of which 27,000,000
  shares are issued and outstanding. No other class of stock is authorized. There
  are currently outstanding options, warrants, convertible notes, including the
  CRYO Convertible Notes, and other rights to purchase or acquire an aggregate
  of 9,000,000 shares of CRYO Common Stock, of which the CRYO Convertible Notes
  entitle the holders to acquire not more than 2,740,000 shares of CRYO Common
  Stock upon conversion. CRYO will deliver to deliver Schedule 4.6 to FORGE by
  August 15, 2003 which will include a list of the holders of the outstanding
  common stock of CRYO and the holders of all outstanding options, warrants convertible
  notes, including the CRYO Convertible Notes, and rights to purchase CRYO Common
  Stock. CRYO will deliver to FORGE copies of all agreements, certificates and
  notes representing the outstanding options, warrants, convertible notes, including
  the CRYO Convertible Notes and other rights to purchase or acquire shares of
  CRYO Common Stock concurrently with the delivery of Schedule 4.6. Schedule 4.6
  will also include the respective number of shares, options, warrants convertible
  notes, including the CRYO Convertible Notes, or other rights held by each holder
  and the material terms of each option, warrant, convertible notes, including
  the CRYO Convertible Notes, and other rights to purchase or acquire shares of
  CRYO Common Stock. All of the issued and outstanding CRYO Common Stock has been
  duly authorized and validly issued, and is fully paid and non-assessable and
  was issued free of preemptive rights. All of the issued and outstanding shares
  of CRYO have been duly authorized, are validly issued, were not issued in violation
  of any preemptive rights and are fully paid and non-assessable, are not subject
  to preemptive rights and were issued in full compliance with all federal, state,
  and local laws, rules and regulations. Except for this Agreement and as set
  forth on Schedule 4.6, there are no outstanding options, warrants, conversion
  rights, preemptive rights or other rights to subscribe for, purchase or otherwise
  acquire any shares of CRYO Common Stock, or any obligation of CRYO to issue
  any shares of CRYO Common Stock. 

      4.7     Financial
  Statements.     (a) CRYO has delivered to FORGE
  a fully compiled balance sheet of CRYO as at May 31, 2003 and the related compiled
  profit and loss statement for the period from inception to May 31, 2003 (the
  “Unaudited CRYO Financial Statements”). Schedule 4.7 includes a copy
  of the Unaudited CRYO Financial Statements. 

      (b)     The
  Unaudited CRYO Financial Statements present fairly the financial condition,
  assets and liabilities of CRYO as of May 31 2003 and the results of operations
  for the period indicated, as required by and in accordance with GAAP. The Unaudited
  CRYO Financial Statements were prepared in accordance with GAAP consistently
  applied. Upon delivery in accordance with Section 6.1(c), the CRYO Financial
  Statements will present fairly the financial condition, assets and liabilities
  of CRYO as of the dates indicated and the results of operations for the periods
  indicated, as required by and in accordance with GAAP, and will have been prepared
  in accordance with GAAP consistently applied. As of the date of any of such
  financial statements, except to the extent reflected therein, CRYO did not and
  will not have any liabilities or obligations (absolute or contingent) which
  should be reflected in a balance sheet or the notes thereto prepared in accordance
  with GAAP, and all assets reflected therein are properly reported and present
  fairly the value of the assets of CRYO in accordance with GAAP. Such statements
  of operations and comprehensive income present fairly or will present fairly
  the results of operations of CRYO for the periods indicated. Such statements
  of changes in shareholders' equity and cash flows present or will present fairly
  the information, which should be presented therein in accordance with GAAP.
  As of the Closing Date, CRYO will have no liabilities other than those permitted
  by this Agreement. Each of these representations and warranties will apply to
  the CRYO Financial Statements upon delivery. 

      (c)     Schedule
  4.7 sets forth all material adverse changes in the financial condition, assets,
  liabilities or business of CRYO, including each out of the ordinary course of
  business increase to the liabilities of CRYO, and each increase paid, or agreed
  to, in the compensation, retirement benefits or other commitments to employees
  of CRYO since the date of the Unaudited CRYO Financial Statements. Since the
  date of the Unaudited CRYO Financial Statements and except as disclosed in Schedule
  4.7, there have been and will have been no material adverse changes in the financial
  condition, assets, liabilities or business of CRYO, nor any increase paid, or
  agreed to, in the compensation, retirement benefits or other commitments to
  employees of CRYO. Upon delivery of the CRYO Financial Statements in accordance
  with Section 6.1(c), 

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 and except as disclosed in Schedule 4.7, there will have been
  no material adverse changes in the financial condition, assets, liabilities
  or business of CRYO, nor any increase paid, or agreed to, in the compensation,
  retirement benefits or other commitments to employees of CRYO since the date
  of the CRYO Financial Statements. 

      (d)     The
  financial and other books and records of CRYO are complete and correct and have
  been maintained in accordance with good business and accounting practices, and
  the CRYO Financial Statements can be reconciled with such books and records.
  The books, records and accounts of CRYO accurately and fairly reflect, in reasonable
  detail, the transactions, assets and liabilities of CRYO. CRYO has not engaged
  in any transaction, maintained any bank account or used any funds, except for
  transactions, bank accounts and funds which have been and are reflected in the
  normally maintained books and records of CRYO. All such books and records shall
  be made available to FORGE at Closing. 

      4.8     No
  Undisclosed Liabilities.     Except as disclosed
  in Schedule 4.7, the CRYO does not have any liabilities (absolute, accrued,
  contingent or otherwise) except (i) liabilities provided for in the Unaudited
  CRYO Financial Statements and the CRYO Financial Statements, (ii) liabilities
  incurred in the ordinary course of business, or (iii) banking, accounting, legal
  and printing fees associated with the transactions contemplated by this Agreement.


      4.9     Material
  Contracts and Transactions.     CRYO will prepare
  and deliver to FORGE by no later than August 15, 2003 a list of all material
  contracts, agreements, licenses, permits, arrangements, commitments, instruments,
  understandings or contracts, whether written or oral, express or implied, contingent,
  fixed or otherwise, to which CRYO is a party (collectively, the “Contracts”)
  which will be attached to this Agreement as Schedule 4.9. CRYO will deliver
  to FORGE copies of all material contracts, agreements, licenses, permits, arrangements,
  commitments, instruments, understandings or contracts concurrently with the
  delivery of Schedule 4.9. 

	(a)	Except as listed on Schedule 4.9, CRYO is not
      a party to any written or oral:
	 	 	 
	 	(1)	agreement for the purchase, sale or
        lease of any capital assets, or continuing contracts for the purchase
        or lease of any materials, supplies, equipment, real property or services;

	 	 	 
	 	(2)	agreement regarding, sales agency, distributorship, or the
      payment of commissions;
	 	 	 
	 	(3)	agreement for the employment or consultancy of any person
      or entity;
	 	 	 
	 	(4)	note, debenture, bond, trust agreement,
        letter of credit agreement loan agreement, or other contract or commitment
        for the borrowing or lending of money, or agreement or arrangement for
        a line of credit or guarantee, pledge, or undertaking of the indebtedness
        of any other person;

	 	 	 
	 	(5)	agreement, contract, or commitment for any charitable or
      political contribution;
	 	 	 
	 	(6)	agreement, contract, or commitment limiting
        or restraining CRYO, their business or any successor thereto from engaging
        or competing in any manner or in any business or from hiring any employees,
        nor is any employee of CRYO subject to any such agreement, contract, or
        commitment;

	 	 	 
	 	(7)	material agreement, contract, or commitment not made in the
      ordinary course of business;
	 	 	 
	 	(8)	agreement establishing or providing for any joint venture,
      partnership, or similar arrangement with any other person or entity;
	 	 	 
	 	(9)	agreement, contract or understanding containing a “change
      in control,” or similar provision; or



-10-






	 	(10)	power of attorney or similar authority to act. 


      (b)     Except
  as disclosed in Schedule 4.9 and Schedule 4.16, each Contract is in full force
  and effect, and there exists no material breach or violation of or default by
  CRYO under any Contract nor by any other party to a Contract, or any event that
  with notice or the lapse of time, or both, will create a material breach or
  violation thereof or default under any Contract by CRYO or by any other party
  to a Contract. The continuation, validity, and effectiveness of each Contract
  will in no way be affected by the consummation of the transactions contemplated
  by this Agreement. Except as listed on Schedule 4.9, there exists no actual
  or threatened termination, cancellation, or limitation of, or any amendment,
  modification, or change to any Contract. A true, correct and complete copy (and
  if oral, a description of material terms) of each Contract, as amended to date,
  has been or will be furnished to FORGE. 

       4.10     Litigation.     There
  are no claims, actions, suits, investigations or proceedings pending or, to
  the knowledge of CRYO, threatened against CRYO or any properties or rights of
  CRYO or as to which CRYO has received any written notice or assertion, before
  any court, arbitrator or administrative, governmental or regulatory authority
  or body, domestic or foreign. 

      4.11     Labor
  Matters.     There is no litigation pending or,
  to the knowledge of CRYO, threatened, between CRYO and any of its employees.
  As of the date of this Agreement, CRYO is not a party to any collective bargaining
  agreement or other labor union contract applicable to persons employed by CRYO
  nor does CRYO know of any activities or proceedings of any labor union to organize
  any such employees. As of the date of this Agreement, CRYO has no knowledge
  of any strikes, slowdowns, work stoppages or lockouts, or threats thereof, by
  or with respect to any employees of CRYO. 

      4.12     Restrictions
  on Business Activities.     There is no agreement,
  judgment, injunction, order or decree binding upon CRYO which has or could reasonably
  be expected to have the effect of prohibiting or impairing any business practice
  of CRYO, any acquisition of property by CRYO or the conduct of business by CRYO
  as currently conducted. 

      4.13     Title
  to Property.     CRYO has good title to all of
  its properties and assets, free and clear of all liens, charges and encumbrances;
  and all leases pursuant to which CRYO leases from others material amounts of
  real or personal property are in good standing, valid and effective in accordance
  with their respective terms, and there is not, under any of such leases, any
  existing default or event of default (or any event which with notice or lapse
  of time, or both, would constitute a default). All the plants, structures and
  equipment of CRYO are in good operating condition and repair. 

      4.14     Taxes.     Prior
  to the Closing, CRYO will have timely filed all tax returns required to be filed
  by it, have paid all Taxes shown thereon to be due and have provided adequate
  accruals in all respects in accordance with GAAP in its financial statements
  for any Taxes that have not been paid, whether or not shown as being due on
  any returns. In addition, (i) no claim for unpaid Taxes that are currently,
  or will be prior to the Closing, due and payable has become a lien against the
  property of CRYO or is being asserted against CRYO, (ii) no audit of any Tax
  Return of CRYO is being conducted by a tax authority, (iii) no extension of
  the statute of limitations on the assessment of any Taxes has been granted by
  CRYO and is currently in effect and (iv) there is no agreement, contract or
  arrangement to which CRYO is a party that may result in the payment of any amount
  that would not be deductible pursuant to Sections 280G, 162(a) (by reason of
  being unreasonable in amount), 162(b) through (p) or 404 of the Code. 

      4.15     Environmental
  Matters.     CRYO (i) has obtained all applicable
  permits, licenses and other authorizations which are required under Federal,
  state or local laws relating to pollution or protection of the environment,
  including laws relating to emissions, discharges, releases or threatened releases
  of pollutants, contaminants, or hazardous or toxic materials or wastes into
  ambient air, surface water, ground water, or land or otherwise relating to the
  manufacture, processing, distribution, use, treatment, storage, disposal, transport,
  or handling of pollutants, contaminants or hazardous or toxic materials or wastes
  by CRYO (or its respective agents); (ii) is in material compliance with all
  terms and conditions of such required permits, licenses and authorizations,
  and also is in compliance with all other limitations, restrictions, conditions,
  standards, prohibitions, requirements, obligations, schedules and timetables
  contained in such laws or contained in any 

-11-








 regulation, code, plan, order, decree, judgment, notice or
  demand letter issued, entered, promulgated or approved thereunder; (iii) as
  of the date hereof, is not aware of nor has received notice of any event, condition,
  circumstance, activity, practice, incident, action or plan which is reasonably
  likely to interfere with or prevent continued compliance or which would give
  rise to any common law or statutory liability, or otherwise form the basis of
  any claim, action, suit or proceeding, based on or resulting from CRYO’s
  (or any of its respective agents) manufacture, processing, distribution, use,
  treatment, storage, disposal, transport, or handling, or the emission, discharge,
  or release into the environment, of any pollutant, contaminant, or hazardous
  or toxic material or waste; and (iv) has taken all actions necessary under applicable
  requirements of Federal, state or local laws, rules or regulations to register
  any products or materials required to be registered by CRYO (or any of its respective
  agents). 

      4.16     Intellectual
  Property 

      (a)     Intellectual
  Property Assets. The Intellectual Property Assets are all those necessary
  for the operation of the business of CRYO as it is currently conducted. The
  term “Intellectual Property Assets” includes: 

	 	(1)
   	the name “Cryotherm”, all
        functional business names, trading names, registered and unregistered
        trademarks, service marks, and applications collectively, “Marks”);

	 	 	 
	 	(2)
   	all patents, patent applications, and
        inventions, methods, processes and discoveries that may be patentable
        (collectively, “Patents”);

	 	 	 
	 	(3)	all copyrights in both published works
        and unpublished works (collectively, “Copyrights”);

	 	 	 
	 	(4)
   	all know-how, trade secrets, confidential
        information, customer lists, software, technical information, data, process
        technology, plans, drawings, and blue prints owned, used, or licensed
        by CRYO as licensee or licensor (collectively, “Trade Secrets”).



      (b)     Agreements.     Schedule
  4.16 contains a complete and accurate list and summary description, including
  any royalties paid or received by CRYO, of all contracts and agreements relating
  to the Intellectual Property Assets to which CRYO is a party or by which CRYO
  is bound, except for any license implied by the sale of a product and perpetual,
  paid-up licenses for commonly available software programs with a value of less
  than $500 under which CRYO is the licensee. There are no outstanding or threatened
  disputes or disagreements with respect to any such agreement. 

      (c)     Intellectual
  Property and Know-How Necessary for the Business.     Except
  as set forth in Schedule 4.16, CRYO is the owner of all right, title, and interest
  in and to each of the Intellectual Property Assets, free and clear of all liens,
  security interests, charges, encumbrances, and other adverse claims, and has
  the right to use without payment to a third party of all the Intellectual Property
  Assets. Except as set forth in Schedule 4.16, all former and current employees
  and contractors of CRYO have executed written contracts, agreements or other
  undertakings with CRYO that assign all rights to any inventions, improvements,
  discoveries, or information relating to the business of CRYO. No employee, director,
  officer or shareholder of any of CRYO owns directly or indirectly in whole or
  in part, any Intellectual Property Asset which CRYO is presently using or which
  is necessary for the conduct of its business. No employee or contractor of CRYO
  has entered into any contract or agreement that restricts or limits in any way
  the scope or type of work in which the employee may be engaged or requires the
  employee to transfer, assign, or disclose information concerning his work to
  anyone other than CRYO. 

      (d)     Patents.     Schedule
  4.16 contains a complete and accurate list and summary description of all Patents.
  CRYO is the licensee of the Patents set forth in Schedule 4.16 on the terms
  and conditions of the license agreements referenced in Schedule 4.16 To the
  knowledge of CRYO and its officers and directors, the owners of the Patents
  set forth in Schedule 4.16 are the owners of all right, title, and interest
  in and to each of the Patents, free and clear of all liens, security interests,
  charges, encumbrances, and other adverse claims. To the knowledge of CRYO and
  its officers and directors, all of the 

-12-








 issued Patents are currently in compliance with formal legal
  requirements (including payment of filing, examination, and maintenance fees
  and proofs of working or use), are valid and enforceable, and are not subject
  to any maintenance fees or taxes or actions falling, due within ninety days
  after the Closing Date. To the knowledge of CRYO and its officers and directors,
  no Patent has been or is now involved in any interference, reissue, reexamination,
  or opposition proceeding. To the knowledge of CRYO and its officers and directors,
  there is no potentially interfering patent or patent application of any third
  party. To the knowledge of CRYO and its officers and directors, no Patent is
  infringed or has been challenged or threatened in any way. To the knowledge
  of CRYO and its officers and directors, none of the products manufactured and
  sold, nor any process or know-how used, by CRYO infringe or is alleged to infringe
  any patent or other proprietary night of any other person or entity. To the
  knowledge of CRYO and its officers and directors, all products made, used, or
  sold under the Patents have been marked with the proper patent notice. 

      (e)     Trademarks.     Schedule
  4.16 contains a complete and accurate list and summary description of all Marks
  and the jurisdiction where the Mark is registered, if applicable. CRYO is the
  owner of all right, title, and interest in and to each of the Marks, free and
  clear of all liens, security interests, charges. encumbrances, and other adverse
  claims. All Marks that have been registered with the United States Patent and
  Trademark Office or any other country's trademark registration office are currently
  in compliance with all formal legal requirements (including the timely post-registration
  filing of affidavits of use and incontestability and renewal applications),
  are valid and enforceable, and are not subject to any maintenance fees or taxes
  or actions falling due within ninety days after the Effective Time. No Mark
  has been or is now involved in any opposition, invalidation, or cancellation
  and no such action is threatened with the respect to any of the Marks. There
  is no potentially interfering trademark or trademark application of any third
  party. No Mark is infringed or has been challenged or threatened in any way.
  None of the Marks used by CRYO infringes or is alleged to infringe any trade
  name, trademark, or service mark of any third party. All products and materials
  containing a Mark bear the proper federal or other registration notice where
  permitted by law. 

      (f)     Copyrights.     Schedule
  4.16 contains a complete and accurate list and summary description of all Copyrights.
  CRYO is the owner of all right, title, and interest in and to each of the Copyrights,
  free and clear of all liens, security interests, charges, encumbrances, and
  other adverse claims. CRYO has not taken any steps to register any Copyrights.


      (g)     Trade
  Secrets.     CRYO has taken all reasonable precautions
  to protect the secrecy, confidentiality, and value of its Trade Secrets. CRYO
  has good title and an absolute (but not necessarily exclusive) right to use
  the Trade Secrets. The Trade Secrets are not part of the public knowledge or
  literature, and have not been used, divulged, or appropriated either for the
  benefit of any person or entity or to the detriment of CRYO. No Trade Secret
  is subject to any adverse claim or has been challenged or threatened in any
  way. 

      4.17     Directors
  and Officers.     CRYO has delivered to FORGE a
  complete list of the current Board of Directors and officers of CRYO. 

      4.18     Corporate
  Record Books.     The corporate record books of
  CRYO are, or immediately prior to the Closing Date will be, in good order, complete,
  accurate, up to date, with all necessary signatures, and set forth all meetings
  and actions set forth in all certificates of votes of Selling Stockholders or
  directors furnished to anyone at any time. 

      4.19     Lack
  of Disputes.     There is currently no dispute,
  pending or, to the knowledge of CRYO, threatened, anticipated or contemplated
  of any kind with any customer, supplier, source of financing, employee, landlord,
  or licensee of CRYO. 

      4.20     Board
  Approval.     The Board of Directors of CRYO has,
  as of the date of this Agreement, (i) approved, subject to stockholder approval,
  this Agreement and the transactions contemplated hereby, (ii) determined that
  this Agreement is in the best interests of the Selling Stockholders of CRYO
  and is on terms that are fair to such Selling Stockholders and (iii) recommended
  that the Selling Stockholders of CRYO approve this Agreement. 

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      4.21     Vote
  Required.     The affirmative vote or consent of
  the holders of the outstanding shares of CRYO Common Stock is the only vote
  of the holders of any class or series of CRYO’s capital stock necessary
  to approve this Agreement and the transactions contemplated hereby. 

      4.22     Disclosures.     None
  of the representations or warranties by CRYO in this Agreement and no statement
  contained in any certificate or other writing furnished by CRYO in connection
  herewith contains or will contain any untrue statement of a material fact or
  omits or will omit to state a material fact necessary in order to make the statements
  contained herein or therein not misleading. 

 ARTICLE V.

  COVENANTS, REPRESENTATIONS AND WARRANTIES

  OF THE SELLING STOCKHOLDERS 

      The Selling Stockholders each
  severally covenants with and represents and warrants to FORGE as follows, and
  acknowledges that FORGE is relying upon such covenants, representations and
  warranties in connection with the purchase by FORGE of the CRYO Shares: 

      5.1     The
  shares of CRYO Common Stock owned by the Selling Stockholders are owned by them
  as the recorded owners with a good and marketable title thereto, free and clear
  of all mortgages, liens, charges, security interests, adverse claims, pledges,
  encumbrances and demands whatsoever and the Selling Stockholders have all necessary
  power and authority to deal with shares of CRYO Common Stock in accordance with
  this Agreement. 

      5.2     No
  person, firm or corporation has any agreement or option or any right or privilege
  (whether by law, pre-emptive or contractual) capable of becoming an agreement
  or option for the purchase from the Selling Stockholders of any of shares of
  CRYO Common Stock held by them. 

      5.3     This
  agreement has been duly authorized, validly executed and delivered by each Selling
  stockholder. 

      5.4     The
  Selling Stockholder is an investor in securities of companies in the development
  stage and acknowledges that it is able to fend for itself, can bear the economic
  risk of its investment, and has such knowledge and experience in financial or
  business matters such that it is capable of evaluating the merits and risks
  of the investment in the FORGE Common Stock. The Selling Stockholder can bear
  the economic risk of this investment, and was not organized for the purpose
  of acquiring its shares of CRYO Common Stock . 

      5.5     The
  Selling Stockholder believes it has received all the information it considers
  necessary or appropriate for deciding whether to execute this Agreement, including
  a copy of the FORGE Commission Filings. The Selling Stockholder further represents
  that it has had an opportunity to ask questions and receive answers from FORGE
  regarding the terms and conditions of the Plan of Reorganization and the business,
  properties, prospects and financial condition of FORGE. The Selling Stockholder
  has had full opportunity to discuss this information with the Selling Stockholder’s
  legal and financial advisers prior to execution of this Agreement. 

      5.6.     The
  Selling Stockholder acknowledges that the Plan of Reorganization has not been
  reviewed by the SEC and that the shares of FORGE Common Stock will be issued
  pursuant to an exemption from registration under the Securities Act. 

      5.7     The
  Selling Stockholders understands that the shares of FORGE Common Stock it will
  be issued will be characterized as "restricted securities" under the federal
  securities laws inasmuch as they are being acquired in a transaction not involving
  a public offering and that under such laws and applicable regulations such securities
  may be resold without registration under the Securities Act only in certain
  limited circumstances. In this connection, the Selling Stockholder represents
  that it is familiar with SEC Rule 144, as presently in effect, and understands
  the resale limitations imposed thereby and by the Securities Act. 

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      5.8     The
  FORGE Common Stock will be acquired by the Selling Stockholder for investment
  for the Selling Stockholder's own account, not as a nominee or agent, and not
  with a view to the resale or distribution of any part thereof, and that the
  Selling Stockholder has no present intention of selling, granting any participation
  in, or otherwise distributing the same. The Selling Stockholder does not have
  any contract, undertaking, agreement or arrangement with any person to sell,
  transfer or grant participations to such person or to any third person, with
  respect to any of the share of FORGE Common Stock to be issued on Closing. 

      5.9     An
  investment in FORGE is highly speculative and the Selling Stockholder is financially
  able to bear the economic risks of an investment in the Company. 

      5.10   The Selling
  Stockholder recognizes that an investment in the FORGE Common Stock involves
  a high degree of risk in that FORGE is in the early stages of development of
  its business and will require substantial funds in order to complete its business
  plan of operations. 

      5.11   The Selling
  Stockholder is an “Accredited Investor” as defined by Rule 501 of
  Regulation D of the 1933 Act by virtue of satisfying one or more of the following
  categories (please place an "X" on each appropriate box): 

	 	Category 1.     Any director or executive
        officer of FORGE; 

       Category 2.     Any
        natural person whose individual net worth, or joint net worth with that
        person's spouse, at the time of his or her purchase, exceeds $1,000,000;
      

       Category 3.     Any
        natural person who had an individual income in excess of $200,000 in each
        of the two most recent years or joint income with that person's spouse
        in excess of $300,000 in each of those years and has a reasonable expectation
        of reaching that same income level in the current year; 

       Category 4.     Any
        organization described in Section 501(c)(3) of the Internal Revenue Code,
        corporation, Massachusetts or similar business trust, or partnership,
        not formed for the specific purpose of acquiring the securities offered,
        with total assets in excess of $5,000,000; 

       Category 5.     Any
        private business development company as defined in Section 202(a)(22)
        of the Investment Advisers Act of 1940;

      Category 6.     Any bank
        as defined in Section 3(a)(2) of the 1933 Act, or any savings and
        loan association or other institution as defined in Section 3(a)(5)A of
        the 1933 Act whether acting in its individual or fiduciary capacity;
        any broker or dealer registered pursuant to Section 15 of the 1934 Act;
        any insurance company as defined in Section 2(13) of the 1933 Act;
        any investment company registered under the Investment Company Act
        of 1940 or a business development company as defined in Section 2(a)(48)
        of the 1933 Act; any Small Business Investment Company licensed
        by the U.S. Small Business Administration under Section 301(c) or (d)
        of the Small Business Act of 1958; any plan established and maintained
        by a state, its political subdivisions, or any agency or instrumentality
        of a state or its political subdivision, for the benefit of its employees
        if such plan has total assets in excess of $5,000,000; and an employee
        benefit plan within the meaning of Title I of the Employee Retirement
        Income Security Act of 1974 if the investment decision is made by
        a plan fiduciary, as defined in Section 3(21) of said Act, which is either
        a bank, savings and loan association, insurance company, or registered
        investment advisor, or if the employee benefit plan has total assets in
        excess of $5,000,000, or, if a self-directed plan, with investment decisions
        made solely by persons that are accredited investors; 

       Category 7.     Any trust, with total
        assets in excess of $5,000,000, not formed for the specific purpose of
        acquiring the securities offered, whose purchase is directed by a sophisticated
        person as described in Section 230.506(b)(2)(ii) of Regulation D under
        the 1933 Act; 





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	 	Category 8.     Any
        self-directed employee benefit plan with investment decisions made solely
        by persons that are accredited investors within the meaning of Rule 501
        of Regulation D promulgated under the 1933 Act; or 

       Category 9.     Any entity in which
        all of the equity owners are accredited investors; 




ARTICLE VI

  CLOSING CONDITIONS 

      6.1     Conditions
  Precedent to Closing by FORGE .     The obligation
  of FORGE to consummate the Plan of Reorganization is subject to the satisfaction
  of the conditions set forth below, unless any such condition is waived FORGE
  at the Closing. The Closing of the Plan of Reorganization will be deemed to
  mean a waiver of all conditions to Closing. 

      (a)     Representations
  and Warranties.     The representations and warranties
  of CRYO set forth in this Agreement will be true, correct and complete in all
  respects as of the Closing Date, as though made on and as of the Closing Date
  and CRYO will have delivered to FORGE a certificate dated as of the Closing
  Date, to the effect that the representations and warranties made by CRYO in
  this Agreement are true and correct. 

      (b)     Performance.     All
  of the covenants and obligations that CRYO is required to perform or to comply
  with pursuant to this Agreement at or prior to the Closing must have been performed
  and complied with in all material respects. 

      (c)     Financial
  Statements.     CRYO will have delivered to FORGE
  by August 31, 2003 all financial statements of CRYO required to be filed by
  FORGE with the Securities and Exchange Commission under the Securities Exchange
  Act of 1934 as a consequence of the completion of the Plan or Reorganization
  (the “CRYO Financial Statements”), including, without limitation:


	 	(i) 	audited financial statements for the year ended December
      31, 2002;
	 	 	 
	 	(ii)	interim unaudited financial statements for the six months
      ended June 30, 2003;
	 	 	 
	 	(iii)	the information necessary to enable FORGE to complete the
      pro-forma financial statements required by Form 8-K.


The CRYO Financial Statements will not disclose or report any
  material adverse change to the business, financial condition, assets or liabilities
  of CRYO from the Unaudited Financial Statements, except those changes previously
  disclosed in the Schedules attached to this Agreement.

     (d)     Third
  Party Consents.     CRYO will have received duly
  executed copies of all third-party consents and approvals contemplated by the
  Plan of Reorganization, in form and substance reasonably satisfactory to FORGE.

     (e)     No
  Material Adverse Change.     No event will have
  occurred since the date of this Agreement that has had a material adverse effect
  on the business, operations, assets, properties, prospects or conditions of
  CRYO taken as a whole.

     (f)     No
  Action.     No suit, action, or proceeding will
  be pending or threatened before any governmental or regulatory authority wherein
  an unfavorable judgment, order, decree, stipulation, injunction or charge would
  (i) prevent the consummation of any of the transactions contemplated by this
  Agreement, or (ii) cause the transactions to be rescinded following consummation.

     (g)    Due
  Diligence Review.     FORGE will be reasonably
  satisfied in all respects with their due diligence investigation and review
  of CRYO.

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      (h)     Selling
  Stockholders.     Selling Stockholders holding
  more than 95% of the outstanding shares of the common stock of CRYO will have
  executed this Agreement. 

      (i)     Assets
  and Liabilities of CRYO.     The assets of CRYO
  will be not less than $100,000 US and the liabilities of CRYO will be not more
  than $1,050,000 US as of the Closing, including the CRYO Convertible Notes,
  exclusive of liabilities incurred by CRYO in the ordinary course of business
  subsequent to May 31, 2003. 

      (j)      Corporate
  Approvals.     CRYO will have taken all necessary
  corporate action and obtained all necessary approvals, including directors’,
  shareholders’ and applicable regulatory approvals, to the Plan of Reorganization.


      (k)     Compliance
  with Securities Laws.     FORGE will have received
  evidence satisfactory to FORGE in its discretion that the Plan of Reorganization
  and all shares of FORGE Common Stock issuable in the Plan of Reorganization
  comply with all applicable securities laws. 

      (l)      Options.     The
  holders of the outstanding options to purchase 6,260,000 shares of CRYO Common
  Stock will have agreed to exchange their options for options to purchase shares
  of FORGE Common Stock, on the basis of 0.7037037 FORGE options for each CRYO
  option, at an exercise of $0.10 per post-split share, such that there will be
  options to purchase 4,405,185 post-split shares of FORGE common stock upon completion
  of the Plan of Reorganization. This agreement may be express or implied as a
  result of the terms and conditions of the option agreement between CRYO and
  the optionee. 

      (m)     Schedules.     CRYO
  will have delivered FORGE on or before August 15, 2003 all Schedules required
  to be delivered by CRYO to FORGE under this Agreement after execution, including
  Schedule 4.6 and Schedule 4.9, and all information set forth in each schedule
  and delivered in connection with each schedule will be satisfactory to FORGE
  in its discretion. 

      (n)     Board
  Composition.     The composition of the board of
  directors of FORGE will be in accordance with Section 7.11 on Closing. 

      (o)     Convertible
  Note Assumption.     The CRYO Convertible Note
  Holders will have agreed to accept the FORGE Convertible Notes in exchange for
  the CRYO Convertible Notes on closing. 

      6.2     Conditions
  Precedent to Closing by CRYO.     The obligation
  of CRYO to consummate the Plan of Reorganization is subject to the satisfaction
  of the conditions set forth below, unless such condition is waived by CRYO at
  the Closing. The Closing of the Plan of Reorganization will be deemed to mean
  a waiver of all conditions to Closing. 

      (a)     Representations
  and Warranties.     The representations and warranties
  of FORGE set forth in this Agreement will be true, correct and complete
  in all respects as of the Closing Date, as though made on and as of the Closing
  Date and FORGE will have delivered to CRYO a certificate dated the Closing Date,
  to the effect that the representations and warranties made by FORGE in this
  Agreement are true and correct. 

      (b)     Performance.     All
  of the covenants and obligations that FORGE is required to perform or to comply
  with pursuant to this Agreement at or prior to the Closing must have been performed
  and complied with in all material respects. 

      (c)     Financing.     FORGE
  will have completed a private placement financing of common stock or common
  stock and share purchase warrants (the “FORGE Private Placement”)
  as follows: 

	 	(1)	the gross proceeds of the FORGE Private Placement will equal
      a minimum of $2,000,000;
	 	 	 
	 	(2)	The FORGE Private Placement may be completed
        either as an offering of common stock or common stock and share purchase
        warrants;




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	 	(3)	If the FORGE Private Placement is completed
        as an offering of common stock, then offering price of the common stock
        will not be less than $1.50 per share;

	 	 	 
	 	(4)	If the FORGE Private Placement is completed
        as an offering of common stock and share purchase warrants, then offering
        price will not be less than $1.50 per unit and the share purchase warrants
        will be exercisable at a price of not less than $2.25 per share;

	 	 	 
	 	(5)	the FORGE Private Placement may complete
        prior to or contemporaneously with the Closing and it may be a condition
        of the FORGE Private Placement that the Closing will have occurred or
        will occur contemporaneously with the closing of the FORGE Private Placement.



      FORGE and CRYO agree that the
  proceeds of the FORGE Private Placement will be applied as follows: the Ignite/
  Forge divisions of FORGE will receive $500,000 with the balance of the proceeds
  to be utilized by the Cryotherm division. For any future financings completed
  subsequent to Closing, the Ignite/ Forge divisions will receive 25% and the
  Cryotherm division will receive 75% of net proceeds for financings up to $2,000,000
  and thereafter the proceeds will be split based upon budgets for each division
  approved by the board of directors of FORGE. 

      (d)     Debt
  Conversion.     FORGE will have completed the conversion
  of $333,333 of outstanding debt into 9,999,999 post-split shares of FORGE Common
  Stock (3,333,333 pre-split shares) (the “FORGE Debt Conversion”),
  which debt will include the debt owed to Camino Enterprises Ltd., the personal
  holding company of Mr. Dan Hunter, a director of FORGE, and certain other creditors
  and assigns. Each creditor of FORGE participating in the FORGE Debt Conversion
  will contractually agree that they will not sell the shares of FORGE Common
  Stock received on completion of the FORGE Debt Conversion for a period of one
  year. This contractual one year hold period will be in addition to any hold
  period imposed by applicable securities laws. 

      (e)     Forge Reorganization.     FORGE
  will have completed the following corporate changes (the “FORGE Reorganization”):


	 	(1)	FORGE will have completed the change of its jurisdiction
      of incorporation from Delaware to Nevada;
	 	 	 
	 	(2)	FORGE will have completed the change
        of its corporate name to Global Cogen, Inc., or such other name acceptable
        to FORGE and CRYO;

	 	 	 
	 	(3)
   	FORGE will have completed a 3 for 1
        forward split of all existing FORGE Common Stock, such that the 27,000,000
        outstanding shares of CRYO Common Stock and 6,260,000 options, warrants,
        convertible notes, including the CRYO Convertible Notes and other rights
        to purchase or acquire CRYO Common Stock will be exchanged for 19,000,0000
        shares of FORGE Common Stock, 4,405,185 options and warrants to purchase
        or acquire shares of FORGE Common Stock and the FORGE Convertible Notes
        convertible into 1,928,148 shares of FORGE Common Stock on Closing, if
        all holders of CRYO Common Stock execute this Agreement and if all holders
        of options, warrants convertible notes, including the CRYO Convertible
        Notes, and other rights to purchase or acquire shares of CRYO Common Stock
        accept the exchange contemplated by this Agreement;

	 	 	 
	 	(4)	FORGE will have increased its authorized capital to include
      100,000,000 shares of common stock (post-split).


 FORGE will upon execution of this Agreement take necessary
  action in order to obtain shareholder approval to each of these matters, including
  the filing of proxy material with the Securities and Exchange Commission pursuant
  to Section 14(a) of the Securities Exchange Act of 1934, and will complete the
  required filings with 

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 the Delaware and Nevada Secretaries of State upon receipt
  of shareholder approval in order to give effect to these corporate changes.


      (f)     Third
  Party Consents.     CRYO will have received duly
  executed copies of all third-party consents and approvals contemplated by the
  Plan of Reorganization, in form and substance reasonably satisfactory to CRYO.


      (g)    Corporate
  Approvals.     FORGE will have taken all necessary
  corporate action and obtained all necessary approvals, including directors’,
  shareholders’ and applicable regulatory approvals, to the Plan of Reorganization.


      (h)    No
  Material Adverse Change.     No event will have
  occurred since the date of this Agreement that has had a material adverse effect
  on the business, operations, assets, properties, prospects or conditions of
  FORGE taken as a whole. 

      (i)     No
  Action.     No suit, action, or proceeding will
  be pending or threatened before any governmental or regulatory authority wherein
  an unfavorable judgment, order, decree, stipulation, injunction or charge would
  (i) prevent consummation of any of the transactions contemplated by this Agreement;
  or (ii) cause the transactions to be rescinded following consummation. 

      (j)     Liabilities
  of FORGE.     The liabilities of FORGE will be
  not more than the liabilities of FORGE indicated on its March 31, 2003 balance
  sheet, less the liabilities reduced as a result of the FORGE Debt Conversion,
  exclusive of liabilities incurred by FORGE in the ordinary course of business
  subsequent to March 31, 2003 and liabilities in respect of advances by affiliates
  of FORGE during the period between the date of this Agreement and Closing. 

      (k)     Due
  Diligence Review.     CRYO will be reasonably satisfied
  in all respects with their due diligence investigation and review of FORGE.


      (l)      Schedules.     FORGE
  will have delivered to CRYO on or before August 15, 2003 all Schedules required
  to be delivered by FORGE to CRYO under this Agreement after execution, including
  Schedules 3.1, 3.6, 3.14 and 3.21, and all information set forth in each schedule
  will be satisfactory to CRYO in its discretion. 

      (m)    Convertible
  Note Assumption.     FORGE will have taken all
  necessary corporate action and obtained all necessary corporate approvals, including
  directors’, shareholders’ and applicable regulatory approvals, to
  issue the FORGE Convertible Notes in exchange for the CRYO Convertible Notes.


 ARTICLE VII

  ADDITIONAL COVENANTS OF THE PARTIES 

      7.1     FORGE.     FORGE
  agrees to use its best efforts to complete the FORGE Private Placement, the
  FORGE Reorganization and the FORGE Debt Settlement. 

      7.2     CRYO.     CRYO
  agrees to use its best efforts to complete and deliver the CRYO Financial Statements
  by August 31, 2003. 

      7.3     Access
  and Investigation.     Between the date of this
  Agreement and the Closing Date, CRYO, on the one hand, and FORGE, on the other
  hand, will, and will cause each of their respective representatives to, (a)
  afford the other and its representatives full and free access to its personnel,
  properties, contracts, books and records, and other documents and data, (b)
  furnish the other and its representatives with copies of all such contracts,
  books and records, and other existing documents and data as required by this
  Agreement and as the other may otherwise reasonably request, and (c) furnish
  the other and its representatives with such additional financial, operating,
  and other data and information as the other may reasonably request. All of such
  access, investigation and communication by a party and its representatives will
  be conducted during normal business hours and in a manner designed not to interfere
  unduly with the normal business operations 

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of the other party. Each party will instruct its auditors to
  cooperate with the other party and its representatives in connection with such
  investigations

      7.4     Confidentiality.     All
  information regarding the business of CRYO including, without limitation, financial
  information that CRYO provides to FORGE during FORGE’s due diligence investigation
  of CRYO will be kept in strict confidence by FORGE and will not be used (except
  in connection with due diligence), dealt with, exploited or commercialized by
  FORGE or disclosed to any third party (other than FORGE’s professional
  accounting and legal advisors) without the prior written consent of CRYO. If
  the transactions contemplated by this Agreement do not proceed for any reason,
  then upon receipt of a written request from the CRYO, FORGE will immediately
  return to CRYO any information received regarding CRYO’s business. Likewise,
  all information regarding the business of FORGE including, without limitation,
  financial information that FORGE provides to CRYO during its due diligence investigation
  of FORGE will be kept in strict confidence by CRYO and will not be used (except
  in connection with due diligence), dealt with, exploited or commercialized by
  CRYO or disclosed to any third party (other than CRYO’s professional accounting
  and legal advisors) without FORGE’s prior written consent. If the transactions
  contemplated by this Agreement do not proceed for any reason, then upon receipt
  of a written request from FORGE, CRYO will immediately return to FORGE (or as
  directed by FORGE) any information received regarding FORGE’s business.

      7.5     Notification.     Between
  the date of this Agreement and the Effective Time, each of the parties to this
  Agreement will promptly notify the other parties in writing if it becomes aware
  of any fact or condition that causes or constitutes a material breach of any
  of its representations and warranties as of the date of this Agreement, if it
  becomes aware of the occurrence after the date of this Agreement of any fact
  or condition that would cause or constitute a material breach of any such representation
  or warranty had such representation or warranty been made as of the time of
  occurrence or discovery of such fact or condition.

      7.6     Exclusivity.     Until
  such time, if any, as this Agreement is terminated pursuant to this Agreement,
  neither CRYO nor FORGE will, directly or indirectly solicit, initiate, entertain
  or accept any inquiries or proposals from, discuss or negotiate with, provide
  any nonpublic information to, or consider the merits of any unsolicited inquiries
  or proposals from, any person or entity (other than each other) relating to
  any transaction involving the sale of the business or assets (other than in
  the ordinary course of business), or any of the capital stock of CRYO or FORGE,
  as applicable, or any merger, consolidation, business combination, or similar
  transaction. Each party will promptly notify the other if it receives an unsolicited
  offer for such a transaction, or obtains information that such an offer is likely
  to be made, which notice will include the identity of the prospective offeror
  and the price and terms of the proposed offer.

      7.7     Conduct
  of CRYO Business Prior to Closing.     From the
  date of this Agreement to the Closing Date, and except to the extent that FORGE
  otherwise consents in writing, CRYO will operate its business substantially
  as presently operated and only in the ordinary course and in compliance with
  all applicable laws, and use its best efforts to preserve intact its good reputation
  and present business organization and to preserve its relationships with persons
  having business dealings with it.

      7.8     Certain
  Acts Prohibited - CRYO.     Except as expressly
  contemplated in the Schedules to this Agreement, between the date of this Agreement
  and the Closing Date, CRYO will not, without the prior written consent of FORGE:


     (a)     amend
  its certificate of incorporation, by-laws or other organizational documents;

     (b)     incur
  any liability or obligation other than in the ordinary course of business or
  encumber or permit the encumbrance of any properties or assets of CRYO;

     (c)     dispose
  of or contract to dispose of any CRYO property or assets except in the ordinary
  course of business consistent with past practice;

     (d)     issue,
  deliver, sell, pledge or otherwise encumber or subject to any lien any shares
  of the CRYO Common Stock, or any rights, warrants or options to acquire, any
  such shares, voting securities or convertible securities;

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     (e)     not
  (i) declare, set aside or pay any dividends on, or make any other distributions
  in respect of the CRYO Common Stock, or (ii) split, combine or reclassify any
  CRYO Common Stock or issue or authorize the issuance of any other securities
  in respect of, in lieu of or in substitution for shares of CRYO Common Stock;
  or

     (f)     not
  materially increase benefits or compensation expenses of CRYO, increase the
  cash compensation of any director, executive officer or other key employee or
  pay any benefit or amount not required by a Plan or arrangement as in effect
  on the date of this Agreement to any such person.

     7.9    Certain
  Acts Prohibited - FORGE. Between the date of this Agreement and the Closing
  Date, FORGE will not, without the prior written consent of CRYO and except as
  contemplated by this Agreement:

     (a)     amend
  its certificate of incorporation, by-laws or other organizational documents;

     (b)     incur
  any liability or obligation other than in the ordinary course of business or
  encumber or permit the encumbrance of any properties or assets of FORGE;

     (c)     dispose
  of or contract to dispose of any FORGE property or assets except in the ordinary
  course of business consistent with past practice;

     (d)     issue
  or sell shares of FORGE Common Stock, or any rights, warrants or options to
  acquire, any such shares, voting securities or convertible securities, other
  than in the FORGE Private Placement and the FORGE Debt Conversion; or

     (e)     not
  (i) declare, set aside or pay any dividends on, or make any other distributions
  in respect of the FORGE Common Stock, or (ii) split, combine or reclassify any
  FORGE Common Stock or issue or authorize the issuance of any other securities
  in respect of, in lieu of or in substitution for shares of FORGE Common Stock

      7.10   Public
  Announcements.     FORGE and CRYO each agree that
  they will not release or issue any reports or statements or make any public
  announcements relating to this Agreement or the transactions contemplated herein
  without the prior written consent of the other party, except as may be required
  upon written advice of counsel to comply with applicable laws or regulatory
  requirements after consulting with the other party hereto and seeking their
  consent to such announcement.

      7.11   FORGE
  Board of Directors.     Concurrent with the Closing
  of the Plan of Reorganization, the board of directors of FORGE will be increased
  to five directors and the current directors of FORGE will have adopted resolutions
  appointing Lawrence Shultz and two nominees of CRYO to the board of directors,
  such that the board of directors upon closing will consist of: Dan Hunter, Jim
  McKenzie, Lawrence Shultz and the two nominees of CRYO.

 ARTICLE VIII

  CLOSING DELIVERIES

      8.1     Closing
  Deliveries of CRYO and the Selling Stockholders. At Closing, CRYO and the
  Selling Stockholders will deliver or cause to be delivered the following, fully
  executed and in form and substance reasonably satisfactory to FORGE:

     (a)     copies
  of all resolutions and/or consent actions adopted by or on behalf of the boards
  of directors of CRYO and the stockholders of CRYO evidencing approval of this
  Agreement and the Plan of Reorganization.

     (b)     Copies
  of: (i) the Certificate of Incorporation of CRYO, certified by the Secretary
  of State of Delaware; and (ii) good standing certificates and certificates of
  existence from the Secretary of State of

-21-






Delaware, evidencing that CRYO is in existence and in good
  standing under the laws of the State of Delaware. 

     (c)     a
  certificate of an officer of CRYO, dated as of Closing, certifying that (a)
  each covenant and obligation of CRYO has been complied with, and (b) each representation,
  warranty and covenant of CRYO is true and correct at the Closing as if made
  on and as of the Closing;

     (d)     certificates
  representing all CRYO Shares duly endorsed in blank for transfer by each of
  the Selling Stockholders or with a stock power of attorney (in either case with
  the signature guaranteed by the appropriate official) with all eligible security
  transfer taxes paid;

     (e)     the
  CRYO Financial Statements;

      (f)      the
  minute books of CRYO and all books and records of CRYO;

     (g)     the
  acceptances of the CRYO Convertible Note Holders to the exchange of the CRYO
  Convertible Notes for the FORGE Convertible Notes, together with the CRYO Convertible
  Notes surrendered for cancellation.

     (h)     the
  acceptances of the holders of the options and warrants to purchase shares of
  CRYO Common Stock to the exchange of their respective options and warrants for
  options and warrants to purchase shares of FORGE Common Stock, as contemplated
  by this Agreement, together with all option agreements and warrant certificates
  surrendered for cancellation.

      8.2     Closing
  Deliveries of FORGE.     At Closing, FORGE will deliver
  or cause to be delivered the following, fully executed and in form and substance
  reasonably satisfactory to CRYO:

     (a)     copies
  of all resolutions and/or consent actions adopted by or on behalf of the boards
  of directors and stockholders of FORGE evidencing approval of this Agreement
  and the Plan of Reorganization and appointing Lawrence Shultz and the two nominees
  of CRYO to the board of directors of FORGE;

     (b)     a
  certificate of an officer of FORGE, dated as of Closing, certifying that (a)
  each covenant and obligation of FORGE has been complied with, and (b) each representation,
  warranty and covenant of FORGE is true and correct at the Closing as if made
  on and as of the Closing;

     (c)     share
  certificates representing Forge Shares duly endorsed with the legends respecting
  restrictions on transfer as required by or necessary under the applicable securities
  legislation of the United States, as contemplated by this Agreement;

     (d)     evidence
  of the closing of the FORGE Private Placement, provided that such closing may
  be concurrent with the Closing;

     (e)     evidence
  of the completion of the FORGE Reorganization;

      (f)      evidence
  of the completion of the FORGE Debt Conversion;

     (g)     the
  FORGE Convertible Notes in the names of the CRYO Convertible Note Holders;

     (h)     option
  agreements and warrant certificates in the names of those holders of options
  and warrants to purchase shares of CRYO Common Stock who have agreed to the
  exchange of their respective options and warrants for options and warrants to
  purchase shares of FORGE Common Stock, as contemplated by this Agreement.

-22-





 ARTICLE IX

  TERMINATION, AMENDMENT AND WAIVERS 

     9.1 Termination.     This
  Agreement may be terminated at any time prior to Closing, whether before or
  after the requisite approvals of the Selling Stockholders of FORGE or CRYO:

     (a)     by
  mutual written consent duly authorized by the Boards of Directors of CRYO and
  FORGE;

     (b)     by
  either CRYO or FORGE if the Closing shall not have been consummated by September
  30, 2003, for any reason; provided, however, that the right to terminate this
  Agreement under this Section 9.1(b) shall not be available to any party whose
  action or failure to act has been a principal cause of or resulted in the failure
  of the Closing to occur on or before such date and such action or failure to
  act constitutes a breach of this Agreement;

     (c)     by
  CRYO, upon a breach of any representation, warranty, covenant or agreement on
  the part of FORGE;

     (d)     by
  FORGE, upon a breach of any representation, warranty, covenant or agreement
  on the part of CRYO or the Selling Stockholders; or

     (e)     by
  either CRYO or FORGE if a governmental entity shall have issued an order, decree
  or ruling or taken any other action, in any case having the effect of permanently
  restraining, enjoining or otherwise prohibiting the transactions contemplated
  by this Agreement, which order, decree, ruling or other action is final and
  cannot be appealed.

      9.2     Notice
  of Termination; Effect of Termination.     Any
  termination of this Agreement pursuant to Section 9.1 will be effective immediately
  upon the delivery of written notice by the terminating party to the other parties
  hereto. In the event of any such termination, this Agreement shall be of no
  further force or effect, except (i) as set forth in this Section 9.2, Section
  9.3 and Article X (General Provisions), each of which shall survive the termination
  of this Agreement, and (ii) nothing herein shall relieve any party from liability
  for any breach of this Agreement. No termination of this Agreement will relieve
  any party of liability for any breaches of this Agreement that are based on
  a wrongful refusal or failure to perform any obligations.

      9.3     Fees
  and Expenses.     Except as otherwise expressly
  set forth in this Agreement, all fees and expenses in connection with this Agreement
  and the transactions contemplated hereby shall be paid by the party incurring
  such fees and expenses, whether or not the Closing occurs.

      9.4     Amendment.     This
  Agreement may be amended only by an instrument in writing signed by all of the
  parties.

      9.5     Waiver.     Any
  party may (i) waive any inaccuracies in the representations and warranties made
  to such party contained herein or in any document delivered pursuant hereto
  or (ii) waive compliance with or fulfillment of any of the agreements or conditions
  for the benefit of such party contained herein. The waiver by any party hereto
  of a breach of any provision of this Agreement shall not operate or be construed
  as a waiver of any subsequent breach, whether or not similar. Any waiver must
  be in an instrument in writing signed by the waiving party. Delay in exercising
  any right under this Agreement shall not constitute a waiver of such right.

      ARTICLE X

  GENERAL PROVISIONS 

      10.1     Survival.     The
  representations and warranties of FORGE, CRYO and the Selling Stockholders contained
  in this Agreement shall survive the Closing for a period of one year following
  the Closing. 

-23-






      10.2     Notices.     All
  notices and other communications hereunder shall be in writing and shall be
  delivered or sent, with the copies indicated, if delivered personally, by registered
  or certified mail (postage pre-paid, return receipt requested), fax (with confirmation
  and additional copy sent by overnight delivery service) or overnight delivery
  service (by a reputable national carrier) to the parties as follows (or at such
  other address as a party may specify by notice given pursuant to this Section):


	 	(a)	If to FORGE:
	 	 	Daniel Hunter, CEO
	 	 	Forge, Inc.
	 	 	Suite 610, 375 Water Street
	 	 	Vancouver, British Columbia
	 	 	Canada V6B 5C6
	 	 	Fax: (604) 801-5575
	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Stephen F.X. O’Neill
	 	 	O’Neill & Company
	 	 	Suite 1880, 1055 West Georgia Street
	 	 	Vancouver, British Columbia
	 	 	Canada V6E 3P3
	 	 	Fax: (604) 687-6650
	 	 	 
	 	(b)	If to CRYO or the Selling Stockholders:
	 	 	 
	 	 	Lawrence M. Shultz
	 	 	Cryotherm, Inc.
	 	 	2934 1⁄2 Beverly Glen Circle
	 	 	Suite 301
	 	 	Bel Air, California 90210
	 	 	Fax: (310) 246-0346
	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Samuel S. Guzik, Esq.
	 	 	Guzik & Associates
	 	 	1800 Century Park East, Suite 500
	 	 	Los Angeles, CA 90067
	 	 	Fax: (310) 788-2835


      All notices shall be deemed
  given and received one business day after their delivery to the addresses for
  the respective party, with the copies indicated as provided in this Section.


      10.3     Further
  Assurances.     At any time, and from time to time,
  after the Closing, each party will execute such additional instruments and take
  such additional action as may be reasonably requested by any other party to
  confirm or perfect title to any property transferred hereunder or otherwise
  to carry out and effect the intent and purposes of this Agreement. 

      10.4     Interpretation.     The
  table of contents and headings contained in this Agreement are for reference
  purposes only and shall not affect in any way the meaning or interpretation
  of this Agreement. 

      10.5     Counterparts.     This
  Agreement may be executed in one or more counterparts, all of which shall be
  considered one and the same agreement and shall become effective when one or
  more counterparts have been signed by each of the parties and delivered to the
  other parties, it being understood that all parties need not sign the same counterpart.


-24- 






      10.6     Entire
  Agreement; Third Party Beneficiaries.     This
  Agreement and the documents and instruments and other agreements among the parties
  hereto as contemplated by or referred to herein (a) constitute the entire agreement
  among the parties with respect to the subject matter hereof and supersede all
  prior agreements and understandings, both written and oral, among the parties
  with respect to the subject matter hereof; and (b) are not intended to confer
  upon any other person any rights or remedies hereunder, except as specifically
  provided in this Agreement. 

      10.7     Severability.     In
  the event that any provision of this Agreement or the application thereof, becomes
  or is declared by a court of competent jurisdiction to be illegal, void or unenforceable,
  the remainder of this Agreement will continue in full force and effect and the
  application of such provision to other persons or circumstances will be interpreted
  so as reasonably to effect the intent of the parties hereto. The parties further
  agree to replace such void or unenforceable provision of this Agreement with
  a valid and enforceable provision that will achieve, to the extent possible,
  the economic, business and other purposes of such void or unenforceable provision.


      10.8     Other
  Remedies; Specific Performance.     Except as otherwise
  provided herein, any and all remedies herein expressly conferred upon a party
  will be deemed cumulative with and not exclusive of any other remedy conferred
  hereby, or by law or equity upon such party, and the exercise by a party of
  any one remedy will not preclude the exercise of any other remedy. The parties
  hereto agree that irreparable damage would 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 hereof in
  any court of the United States or any state having jurisdiction, this being
  in addition to any other remedy to which they are entitled at law or in equity.


-25- 






      10.9     Governing
  Law.     This Agreement shall be governed by and
  construed in accordance with the laws of the State of Delaware, regardless of
  the laws that might otherwise govern under applicable principles of conflicts
  of law thereof. 

      IN WITNESS WHEREOF, the parties
  hereto have caused this Agreement to be executed as of the date first written
  above. 

	 	FORGE, INC.
	 	 	 
	 	By:	/s/ Daniel Hunter
	 	 	Daniel Hunter
	 	 	 
	 	CRYOTHERM, INC.
	 	 	 
	 	By:	/s/ Larry Shultz
	 	 	Larry Shultz


 The “Majority Cryotherm Selling Stockholders”: 

	 	By:	/s/ Larry Shultz
	 	 	Larry Shultz
	 	 	 
	 	By:	/s/ Robert Hunt
	 	 	Robert Hunt


-26-








JOINDER OF SELLING STOCKHOLDERS OF CRYOTHERM, INC. 


 Pursuant to the Merger Agreement between Forge, Inc. and Cryotherm,
  Inc., the undersigned Selling Stockholder(s), who is an “Accredited Investor”
  as defined by Rule 501 of Regulation D of the 1933 Act, does (do) hereby severally
  join in, and agree to be bound by, the terms and conditions of the Purchase
  Agreement and Plan of Reorganization applicable to “Selling Stockholders”
  in accordance with the terms thereof, effective as of July 28, 2003, and shall
  upon their signature below be deemed a party thereto for all purposes in accordance
  with the terms thereof. 

 In addition, the undersigned hereby delivers: 

xxx,000 shares of the common stock of Cryotherm, Inc., 

represented by stock Certificate(s) Number(s): C-xxx  


inclusive, standing in the name of the undersigned on the books of Cryotherm, Inc. (Delaware), to be redeemed for:



 xx,000 newly issued shares of post-merger Global Cogen, Inc. (formerly Forge, Inc.) (Nevada).


 The Selling Stockholder is an “Accredited Investor”
  as defined by Rule 501 of Regulation D of the 1933 Act by virtue of satisfying
  one or more of the following categories (please place an "X" on each appropriate
  box): 

	 	 ̈	Category 1.     Any
        director or executive officer of FORGE;

	 	 	 
	 	 ̈	Category 2.     Any
        natural person whose individual net worth, or joint net worth with that
        person's spouse, at the time of his or her purchase, exceeds $1,000,000;

	 	 	 
	 	 ̈	Category 3.     Any
        natural person who had an individual income in excess of $200,000 in each
        of the two most recent years or joint income with that person's spouse
        in excess of $300,000 in each of those years and has a reasonable expectation
        of reaching that same income level in the current year;

	 	 	 
	 	 ̈	Category 4.    Any
        organization described in Section 501(c)(3) of the Internal Revenue Code,
        corporation, Massachusetts or similar business trust, or partnership,
        not formed for the specific purpose of acquiring the securities offered,
        with total assets in excess of $5,000,000;

	 	 	 
	 	 ̈	Category 5.   Any private
        business development company as defined in Section 202(a)(22) of the Investment
        Advisers Act of 1940;

	 	 	 
	 	 ̈	Category 6.  Any bank as defined in Section
        3(a)(2) of the 1933 Act, or any savings and loan association or
        other institution as defined in Section 3(a)(5)A of the 1933 Act whether
        acting in its individual or fiduciary capacity; any broker or dealer registered
        pursuant to Section 15 of the 1934 Act; any insurance company as defined
        in Section 2(13) of the 1933 Act; any investment company registered
        under the Investment Company Act of 1940 or a business development
        company as defined in Section 2(a)(48) of the 1933 Act; any Small
        Business Investment Company licensed by the U.S. Small Business Administration
        under Section 301(c) or (d) of the Small Business Act of 1958;
        any plan established and maintained by a state, its political subdivisions,
        or any agency or instrumentality of a state or its political subdivision,
        for the benefit of its employees if such plan has total assets in excess
        of $5,000,000; and an employee benefit plan within the meaning of Title
        I of the Employee Retirement Income Security Act of 1974 if the
        investment decision is made by a plan fiduciary, as defined in Section
        3(21) of said Act, which is either a bank, savings and loan association,
        insurance company, or registered investment advisor, or if the employee
        benefit plan has total assets in excess of $5,000,000, or, if a self-directed
        plan, with investment decisions made solely by persons that are accredited
        investors;



 - 1 - 






	 	 ̈	Category 7.     Any
        trust, with total assets in excess of $5,000,000, not formed for the specific
        purpose of acquiring the securities offered, whose purchase is directed
        by a sophisticated person as described in Section 230.506(b)(2)(ii) of
        Regulation D under the 1933 Act; 

	 	 	 
	 	 ̈	Category 8.     Any
        self-directed employee benefit plan with investment decisions made solely
        by persons that are accredited investors within the meaning of Rule 501
        of Regulation D promulgated under the 1933 Act; or 

	 	 	 
	 	 ̈	Category 9.     Any
        entity in which all of the equity owners are accredited investors; The
        undersigned does (do) hereby irrevocably constitute and appoint FORGE's
        transfer agent, StockTrans, located at 44 West Ardmore, PA 19003, as attorney
        to transfer the said stock on the books of Cryotherm, Inc. with full power
        of substitution in the premises. 



Dated: _________________________

   

 Shareholder Signature: _____________________________________

   


 Social Security or Taxpayer ID #: _____________________________

In order to receive your new shares in Global Cogen, Inc.,
  please fill in all appropriate information and send this original signed document
  to: Daniel Hunter, Forge, Inc., Suite 610, 375 Water Street, Vancouver, British
  Columbia, Canada V6B 5C6 -- Fax: (604) 801-5575 

 Please also fill in your shareholder address for sending the new stock certificate(s):

_______________________________________________

  

  _______________________________________________

  

  _______________________________________________









Schedule 1.2 - List of CRYO Stockholders

 

 







 Schedule 3.1 – FORGE Organization and Qualification;
  Subsidiaries 

 

  








 Schedule 3.6 – Present Capital Structure of FORGE 

 

  








 Schedule 3.14 – FORGE Employee Benefit Plans 

 

  







Schedule 3.21 - FORGE Agreements, Contracts and Commitments

 

 






Schedule 4.6 - Capital Structure of CRYO

 

 








Schedule 4.7 – CRYO Financial Statements 


 The Unaudited CRYO Financial Statements, as required by Section
  4.7 of the Agreement, are attached hereto. 

 This Schedule 4.7 also sets forth below all material adverse
  changes in the financial condition, assets, liabilities or business of CRYO,
  including each out of the ordinary course of business increase to the liabilities
  of CRYO, and each increase paid, or agreed to, in the compensation, retirement
  benefits or other commitments to employees of CRYO since the date of the Unaudited
  CRYO Financial Statements.

	1.	Cryotherm is a development stage company that has
        no operating revenues and funding of the company continues to be made
        by loans from shareholders and investors, and by the sale of stock. 

	 	 
	2. 	On July 8, 2003, Cryotherm entered into employment
        agreements with Michael McGhan and James Gayle, and converted the employment
        agreement with CEO Larry Shultz into a consulting agreement. 

	 	 
	3.	On June 25, 2003, the Company was loaned $10,000
        under a one-year Convertible Promissary Note from shareholder Geoff Harris
        that pays 6% interest and is convertible into 40,000 shares of Cryo. 

	 	 
	4.	On June 25, 2003, June 29th, July 8th
        and July 11th, the Company was loaned $2,000, $8,000, $1,000
        and $3,000, respectively, by director Larry Shultz, totaling $15,000.
      

	 	 
	5. 	As of July 15, 2003, CRYO is $4,000 and $13,000 in
        arrears on payments to Robert Hunt and Joseph Volk, respectively, called
        for under the Hunt and Volk license agreements. 

	 	 
	6. 	On July 23, 2003, CRYO’s patent attorneys at
        Harness, Dickey and Pierce tendered a comprehensive patent bill totaling
        $71,765.57 through June 30, 2003 that was not previously included in the
        Cryotherm balance sheet. 











 Schedule 4.9 – CRYO Material Contracts and Transactions
  

 

  









Schedule 4.16 – CRYO Intellectual Property 


 This Schedule 4.16 contains a complete and accurate list and
  summary description, including any royalties paid or received by CRYO, of all
  contracts and agreements relating to the Intellectual Property Assets to which
  CRYO is a party or by which CRYO is bound, except for any license implied by
  the sale of a product and perpetual, paid-up licenses for commonly available
  software programs with a value of less than $500 under which CRYO is the licensee.
  There are no outstanding or threatened disputes or disagreements with respect
  to any such agreement. 

 A.   Robert Hunt -- Exclusive License Agreement -- May 20,
  2003  

 Hunt has licensed exclusive worldwide rights to over 20 patent
  applications to CRYO (see list below) for which he is paid a $20,000 per month
  license fee and a 3% royalty escalating to 5% royalty of adjusted gross revenues
  received by CRYO. As of July 15, 2003, CRYO is $13,000 in arrears on payments
  to Hunt under the license: 

	1.
   	Provisional Patent with no number assigned
        yet dated 02/28/2003, titled, "Hydraulic or Pneumatic Sail Mechanism --
        Improved Method of Power Generation, Refrigeration, Pumping, and Compression
        from Wind Energy, Wave Energy, or Water Current Energy via the use of
        Sails Constructed of Electronically Controlled Rotatable and Extendable
        Shutters to Reduce Drag and to Increase Power"; and,

	 	 
	2.
   	Provisional Patent Number 60/439,514
        dated 01/13/2003, titled, "Methods and Apparatus to Generate Useful Power,
        Refrigeration, and Heating from Harnessing the Potential Energies of Position
        Via the Continuous Placement or Formation of Bodies of Mass to Create
        Mass Differentials, Caused by the Gravitational Pull of the Earth, that
        Are Immediately Converted to Kinetic Energies of Motion in a Cycle"; and,

	 	 
	3.	Provisional Patent Number 60/432,740
        dated 12/13/2002, titled, "Drum Jet Turbine with Counter-Rotating Ring
        and Method of Manufacture"; and,

	 	 
	4.	Provisional Patent Number 60/424,070
        dated 11/07/02 titled, "Thermoelectric / Photovoltaic Solar Power Module,
        Having a Rankine Vapor Power Cycle to Provide Heat Rejection for the Module
        that Produces Additional Power Output"; and,

	 	 
	5.	Provisional Patent Number 60/417,134
        dated 10/10/2002, titled, "Hybrid Combustion Engine having an Internal
        Thermoelectric Vaporizer that Produces DC Electrical Current and Produces
        High Pressure Vapor for a Low-Boiling-Point-Liquid Power Cycle"; and,

	 	 
	6.	Provisional Patent Number 60/417,128
        dated 10/10/2002, titled, "Hydrogen and Oxygen Production via a Lift Force
        Provided by Hydrogen and Oxygen Gases Generated via Electrolysis at Substantial
        Depth"; and,

	 	 
	7.	Provisional Patent Number 60,410,441
        dated 09/16/2002, titled, "Multi-Fuel Drum Jet Turbine Engine, Having
        an Internal Rotating Combustor"; and,

	 	 
	8.	Provisional Patent Number 60/400,870
        dated 08/05/2002, titled, "Air-Lift Drum Jet Turbine"; and,

	 	 
	9.	Provisional Patent Application Number
        60/397,445 dated 07/22/2002, titled, "Drum Jet Turbine, Drum Jet Turbo-Alternator,
        Drum Jet Hydro-Turbine, or High Temperature Super-Conducting Drum Jet
        Turbo-Alternator Powered by High Pressure Cryogen or Cryogenic Vapor";
        and,

	 	 
	10.	Provisional Patent Application Number
        60/391,539 dated 06/26/2002, titled, "Dual Solar Energy Via Use of Multi-Stage
        Vapor Power Cycles, Using Multi-Refrigerants and Partial Pressure Refrigeration,
        with Hydrogen Production Via Electrolysis of Water and Hydrogen Energy
        Storage Via a Hydrogen and Oxygen Battery"; and,









 

	11.	Provisional Patent Application Number
        60/384,788 dated 06/03/2002, titled, "Multi-Stage, Multi-Refrigerant Working
        Fluid Vapor Cycle, Power Piston Thermal Engine, Having Internal Heat Rejection
        Using Partial Pressure Refrigeration"; and,

	 	 
	12.	Provisional Patent Application Number
        60/384,126 dated 05/30/02, titled, "Self-Powered Partial Pressure Refrigeration
        / Heating Cycle, Having Separation of the Pressure Equaling Gas from the
        Refrigerant Via Advanced Membrane Technology"; and,

	 	 
	13.	Provisional Patent Application Number
        60/381,374 dated 05/17/2002, titled, "Partial Pressure Refrigeration /
        Heating Cycle"; and,

	 	 
	14.	Provisional Patent Application Number
        60/381,075 dated 05/14/02, titled, "Kinetic Energy Vapor Power Cycle with
        Internal Heat Rejection Via Absorption Cooling Using Anhydrous Gases";
        and,

        Application Number 60/376,412 dated 05/01/2002, titled, "Improved

	 	 
	15.	Provisional Patent Thermoelectric Vaporizer,
        Thermoelectric Generator, or Thermoelectric Cooler by Use of Vacuum Sealed
        Thermoelectric Modules and by Use of New Thermoelectric Materials"; and,

	 	 
	16.	Provisional Patent Application Number
        60/375,666 dated 04/29/2002, titled, "Multi-Cycle, High Torque, High-Pressure
        Boundary Layer Drag Assisted, Rotary Vane Turbine, Turbo-Compressor, Turbo-Pump,
        Hydro-Turbine, Turbo-Motor, Turbo-Torque Converter, or Turbo-Alternator,
        Pressure Equalization Via Hydraulic Fluid Seals";, and,

	 	 
	17.	Provisional Patent Application Number
        60,366,168 dated 03/21/2002, titled, "The Production of Electrical Power
        from the Kinetic Energy and Geothermal Heat of a Natural Gas Well, Using
        a High-Speed Rotary Vane Turbo-Alternator, and Low Cost Method of Liquefying
        High-Pressure Natural Gas"; and,

	 	 
	18.	Provisional Patent Application Number
        60,360,421 dated 03/01/2002, titled, "High-Speed, Boundary Layer Drag
        Assisted, Rotary Vane Turbine, Turbo-Compressor, Turbo-Pump, Hydro-Turbine,
        or Turbo-Alternator"; and,

	 	 
	19.	Provisional Patent Application Number
        60,354,676 dated 02/06/2002, titled, "Kinetic Vapor Cycle Power Generator
        with Automated Pressure Balancing System"; and,

	 	 
	20.
   	Patent Application Number jc903 U. S.
        PTO 09/906,951 dated 7/16/01, titled, "Method of Enhanced Heat Extraction
        from a Geothermal Heat Source for the Production of Electricity Thermoelectrically
        and Mechanically Via the High-Pressure Injection of a Cryogen into a U-Tube
        or Open Tube Heat Exchanger within a Geothermal Heat Source, such as a
        Producing or Depleted Oil Well or Gas Well, or such as a Geothermal Water
        Well, or such as Hot Dry Rock; and, Method of Air Lift Pumping Water;
        and, Method of Electrolyzing the Water into Hydrogen and Oxygen Using
        the Electricity Generated"; and,

	 	 
	21.
   	Patent Application Number jc821 U.S.
        PTO 09/888842, dated 6/26/01, titled "The Production of Electricity Via
        the High-Pressure Injection of a Cryogen into a Geothermal Thermoelectric
        Generator within a Geothermal Heat Source, such as a Producing or Depleted
        Oil Well or Gas Well, or such as a Geothermal Water Well, or such as Hot
        Dry Rock"; and,

	 	 
	22.
   	Application Number jc978 U.S. PTO 09/873983,
        dated 06/04/01, titled, "Cryogen Production Via a Cryogenic Vapor Driven
        Power Piston for use in a Cryogenic Vapor Powered Vehicle with Rotary
        Vane Motors Attached to the Axles of the Vehicle next to the Vehicle's
        Four Wheels, Using a Heat Source such as Solar Heat, Heat of Compression
        (Heat Pump or Air Compressor, etc.) or Heat of Friction (as Formed by
        an Electric Generator) or Chemical Heat, or Heat Formed by Electrical
        Resistance, Heat of Combustion, etc. to Generate High-Pressure, High-Kinetic
        Energy Cryogenic Vapor"; and,









 

	23.
   	Application Number jc996 U. S. PTO 09/877781
        dated 06/11/01, titled "Thermoelectric Vaporizer for the Efficient Generation
        of Electricity Thermoelectrically and for the Simultaneous Vaporization
        of a Cryogen"; and,

	 	 
	24.
   	Application Number jc1002 U. S. PTO
        09/883,466 dated 06/18/01, titled, "Method of Cryogen Production and Thermoelectric
        Solid-State Electric Power Generation whereby the Thermal Energy of the
        Atmosphere is Directly Converted to Electrical Power and whereby the Thermal
        Energy of the Atmosphere is used to Produce High-Energy Cryogenic Vapor
        Capable of Performing Substantial Work and Pure Water is Produced from
        Water Vapor within the Atmosphere"; and,

	 	 
	25.
   	Application Number 09/774,110, dated
        01/31/01, titled, "The Burning of Disassociated Water as a Direct Fuel
        Via a Hydrogen Thermolysis Reactor..."



 Larry Shultz, who is an officer, director and shareholder
  in CRYO, under a prior agreement with Hunt, has a blind beneficiary interest
  in 1/3 of the royalties and 1/3 of the territorial license fees payable to Hunt
  under the Hunt Cryo License agreement. 

 B.   Centripetal Dynamics, Inc. -- Consulting and License
  Agreement -- June 29, 2003  

 CD has licensed exclusive North American and European Union
  rights to its new patents-pending TurboFlux Disk Turbine Engine and Down Wind
  Turbine technologies in exchange for 500,000 shares of CRYO stock, warrants
  for 500,000 shares of CRYO stock exercisable at 10-cents per share and a manufacturer’s
  profit margin to be negotiated in good faith once the costs of completed production
  units are determined. 

 C.   Joseph A. Volk -- License Agreement -- August 20, 2002


 Mr. Volk has licensed exclusive U.S. patent rights to his
  patent # 6,166,317 governing the use of thermoelectric devices to make electricity
  using cryogenics. In consideration of license payments by CRYO of $200,000 (payable
  $20,000 in year one, $76,000 on or before September 20, 2003, and $100,000 on
  or before September 20, 2004), Volk will assign ownership of the patent to CRYO.
  As of July 15, 2003, CRYO is $4,000 in arrears on payments to Volk under the
  license. 

 D.   List of all Trademarks owned by Cryotherm.  

 On June 12, 2002, CRYO filed for U.S. Trademark protection
  of the name, “Cryotherm” and was assigned US Trademark Office serial
  number 7813517. Final review prior to publication has been completed and application
  will be published for opposition in August 2003.