Share Exchange Agreement









SHARE EXCHANGE AGREEMENT




This
Share Exchange Agreement (“Agreement”), dated as of January 21,
2009, is made by and among BSN Systems, Inc. (formerly DKR Holdings,
Inc.), a Delaware corporation (the “Reporting Company”), MBBS
S.A., a company incorporated under the laws of Switzerland (the
“Operating Company”), and each of the Persons listed on Exhibit B
hereto (collectively, the “Operating Company Shareholders”, and
individually an “Operating Company Shareholder”).   

 

RECITALS

 

WHEREAS,
the Operating Company, MBBS S.A. of Switzerland, is a radio frequency
identification technology firm, and has 2,800,000 issued and outstanding shares
of capital stock (the “Operating Company Shares”);  

WHEREAS,
it is proposed that that BSN Systems, Inc., a Delaware corporation, acquire 100%
of the issued and outstanding capital stock of the Operating Company;  

WHEREAS,
the Operating Company Shareholders have agreed to transfer to the Reporting
Company, and the Reporting Company has agreed to acquire from the Operating
Company Shareholders, approximately 99.5% of the Operating Company Shares (the
“Exchange Shares”), in exchange for Seven Million Four Hundred Fifty Nine
Thousand Seven Hundred Ninety Four (7,459,794) shares of the Reporting Company’s
Common Stock to be issued to the Operating Company Shareholders on the Closing
Date (the “Reporting Company Shares”); 

WHEREAS,
prior to entering into the proposed transactions, the Reporting Company has a
total of 10,000,000 shares of common stock issued and outstanding, held by Kesef
Worldwide Investments LLC, formerly American Fries of Utah LLC (the
“Reporting Company Shareholder”); 

WHEREAS,
after giving effect to the transactions contemplated, it is contemplated that
the Operating Company Shareholders will collectively hold 42.7%, and the
Reporting Company Shareholder will hold 57.3% of the total issued and
outstanding shares of Reporting Company’s Common Stock immediately following the
Closing; 

.
   





			
	
 
	
 
	



















SECTION I
DEFINITIONS

Unless
the context otherwise requires, the terms defined in this Section 1 will have
the meanings herein specified for all purposes of this Agreement, applicable to
both the singular and plural forms of any of the terms herein defined.

1.1

“Accredited
Investor” has the meaning set forth in Regulation D under the Securities Act
and set forth on Exhibit C.

1.2

“Affiliate”
means any Person that directly or indirectly controls, is controlled by or is
under common control with the indicated Person.

1.3

“Agreement”
means this Share Exchange Agreement, including all Schedules and Exhibits
hereto, as this Agreement may be from time to time amended, modified or
supplemented.

1.4

“Closing
Date” has the meaning set forth in Section 3.

1.5

“Closing
Reporting Company Shares” means the aggregate number of Reporting Company
Shares issuable to the Operating Company Shareholders at the Closing Date. 

1.6

“Commission”
means the Securities and Exchange Commission or any other federal agency then
administering the Securities Act.

1.7

“Distributor”
means any underwriter, dealer or other Person who participates, pursuant to a
contractual arrangement, in the distribution of the securities offered or sold
in reliance on Regulation S.

1.8

“Exchange
Act” means the Securities Exchange Act of 1934 or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as the
same will then be in effect.

1.9

“Exchange”
has the meaning set forth in Section 2.1.

1.10

“Exchange
Shares” means the approximately 99.5% of the Operating Company Shares to be
transferred to the Reporting Company in the Exchange transaction, as described
 in the preamble of this Agreement and set forth in Exhibit B.
 

1.11

“Exhibits”
means the several exhibits referred to and identified in this Agreement.

1.12

“Governmental
Authority” means any federal or national, state or provincial, municipal or
local government, governmental authority, regulatory or administrative agency,
governmental commission, department, board, bureau, agency or instrumentality,
political subdivision, commission, court, tribunal, official, arbitrator or
arbitral body, in each case whether U.S. or non-U.S.





			
	



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1.13

“Indebtedness”
means any obligation, contingent or otherwise.  Any obligation secured by a
Lien on, or payable out of the proceeds of, or production from, property of the
relevant party will be deemed to be Indebtedness.

1.14

“Lien”
means any mortgage, pledge, security interest, encumbrance, lien or charge of
any kind, including, without limitation, any conditional sale or other title
retention agreement, any lease in the nature thereof and the filing of or
agreement to give any financing statement under the Uniform Commercial Code of
any jurisdiction and including any lien or charge arising by Law.

1.15

“Operating
Company Board” means the Board of Directors of the Operating Company.
 

1.16

“Operating
Company Common Stock” means the Operating Company’s common shares, US $0.001
nominal or par value per share.

1.17

“Operating
Company Shares” means the 2,800,000 issued and outstanding shares of capital
stock of the Operating Company.

1.18

“Person”
means all natural persons, corporations, business trusts, associations,
companies, partnerships, limited liability companies, joint ventures and other
entities, governments, agencies and political subdivisions.

1.19

“Regulation
S” means Regulation S under the Securities Act, as the same may be amended
from time to time, or any similar rule or regulation hereafter adopted by the
Commission.

1.20

“Reporting
Company Balance Sheet” means the Reporting Company’s audited balance sheet
at December 31, 2007.

1.21

“Reporting
Company Board” means the Board of Directors of the Reporting Company.

1.22

“Reporting
Company Common Stock” means the Reporting Company’s common stock, par value
US $0.0001 per share.

1.23

“Reporting
Company Shares” means the Reporting Company Common Stock being issued to the
Operating Company Shareholders pursuant hereto.

1.24

“Schedule
14(f) Filing” means an information statement filed by the Reporting Company
on Schedule 14f-1 under the Exchange Act.

1.25

“Schedules”
means the schedules (if any) referred to and identified herein, setting forth
certain disclosures, exceptions and other information, data and documents
referred to at various places throughout this Agreement.





			
	



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1.26

“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal
statute, and the rules and regulations of the Commission thereunder, all as the
same will be in effect at the time.

1.27

“Subsidiary”
means, with respect to any Person, any corporation, limited liability company,
joint venture or partnership of which such Person (a) beneficially owns, either
directly or indirectly, more than 50% of (i) the total combined voting power of
all classes of voting securities of such entity, (ii) the total combined equity
interests, or (iii) the capital or profit interests, in the case of a
partnership; or (b) otherwise has the power to vote or to direct the voting of
sufficient securities to elect a majority of the board of directors or similar
governing body.

1.28

“Transaction
Documents” means, collectively, all agreements, instruments and other
documents to be executed and delivered in connection with the transactions
contemplated by this Agreement.

1.29

“U.S.
Dollars” or “US $” means the currency of the United States of
America.

1.30

“U.S.
Person” has the meaning set forth in Regulation S under the Securities Act
and set forth on Exhibit D hereto.

1.31

“U.S.”
means the United States of America.

SECTION II
EXCHANGE OF SHARES AND SHARE CONSIDERATION

2.1

Share
Exchange.  At the Closing, each Operating Company Shareholder shall
transfer to the Reporting Company the Exchange Shares set out forth in
Exhibit B, and, in consideration therefor, the Reporting Company shall
issue to such Operating Company Shareholder the number of shares of Reporting
Company Common Stock so set forth (the “Exchange”). The total amount of
Reporting Company Common Stock to be issued shall be 7,459,794 shares of common
stock to the Operating Company Shareholders in the amounts set forth on Exhibit
B.  

2.2

Directors
of Reporting Company at Closing Date.  By the Closing Date the current
directors of the Reporting Company shall appoint Keith Nguyen and
Brigitte Baumann as members of the Reporting Company Board.

SECTION III
CLOSING DATE; ESCROW

3.1

Closing
Date.  The closing of the Exchange will occur upon execution of this
Agreement on January 21, 2009 or at such later date as all of the closing
conditions set forth in Sections V and VI have been satisfied or waived (the
“Closing Date”).





			
	



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3.2

Escrow.
 The parties agree that Richardson & Patel LLP shall serve as escrow
agent (“Escrow Agent”) for the transaction under this Agreement, and that
each party shall deliver all of its deliverables under this Agreement to such
Escrow Agent on or before the Closing Date. The parties agree to enter into an
escrow agreement as may be required by the Escrow Agent.  

SECTION IV

REPRESENTATIONS AND WARRANTIES




4.1

Representations
and Warranties of Operating Company Shareholders.  Each Operating
Company Shareholder, severally and not jointly, hereby represents and warrants
to the Reporting Company as follows:  

4.1.1

Authority.
 Such Operating Company Shareholder has the right, power, authority and
capacity to execute and deliver this Agreement and each of the Transaction
Documents to which such Operating Company Shareholder is a party, to consummate
the transactions contemplated by this Agreement and each of the Transaction
Documents to which such Operating Company Shareholder is a party, and to perform
such Operating Company Shareholder’s obligations under this Agreement and each
of the Transaction Documents to which such Operating Company Shareholder is a
party.  This Agreement has been, and each of the Transaction Documents to
which such Operating Company Shareholder is a party will be, duly and validly
authorized and approved, executed and delivered by such Operating Company
Shareholder.  Assuming this Agreement and the Transaction Documents have
been duly and validly authorized, executed and delivered by the parties thereto
other than such Operating Company Shareholder, this Agreement is, and each of
the Transaction Documents to which such Operating Company Shareholder is a party
have been, duly authorized, executed and delivered by such Operating Company
Shareholder and constitutes the legal, valid and binding obligation of such
Operating Company Shareholder, enforceable against such Operating Company
Shareholder in accordance with their respective terms, except as such
enforcement is limited by general equitable principles, or by bankruptcy,
insolvency and other similar Laws affecting the enforcement of creditors rights
generally.

4.1.2

No
Conflict.  Neither the execution or delivery by such Operating Company
Shareholder of this Agreement or any Transaction Document to which such
Operating Company Shareholder is a party, nor the consummation or performance by
such Operating Company Shareholder of the transactions contemplated hereby or
thereby will, directly or indirectly, (a) contravene, conflict with, or result
in a violation of any provision of the bylaws, articles of incorporation, or
similar charter document of such Operating Company Shareholder (if such
Operating Company Shareholder is not a natural person); (b) contravene, conflict
with, constitute a default (or an event or condition which, with notice or lapse
of time or both, would constitute a default) under, or result in the termination
or acceleration of, any agreement or instrument to which such Operating Company
Shareholder is a party or by which the properties or assets of such Operating
Company Shareholder are bound; or (c) contravene, conflict with, or result in a
violation of, any laws that such Operating Company Shareholder, or any of the
properties or assets of such Operating Company Shareholder, may be subject
to.





			
	



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4.1.3

Ownership
of Exchange Shares.  Such Operating Company Shareholder owns, of record
and beneficially, and has good, valid and indefeasible title to and the right to
transfer to the Reporting Company pursuant to this Agreement, such Operating
Company Shareholder’s Exchange Shares free and clear of any and all liens.
 There are no options, rights, voting trusts, stockholder agreements or any
other contracts or understandings to which such Operating Company Shareholder is
a party or by which such Operating Company Shareholder or such shareholder’s
Exchange Shares are bound with respect to the issuance, sale, transfer, voting
or registration of such shareholder’s Exchange Shares.  At the Closing
Date, the Reporting Company will acquire good, valid and marketable title to
such shareholder’s Exchange Shares free and clear of any and all liens.

4.2

Investment
Representations.  Each Operating Company Shareholder, severally and not
jointly, hereby represents and warrants to the Reporting Company as follows:

4.2.1

Acknowledgment.
 Each Operating Company Shareholder understands and agrees that the
Reporting Company Shares to be issued pursuant to this Agreement have not been
registered under the Securities Act or the securities laws of any state of the
U.S. and that the issuance of the Reporting Company Shares is being effected in
reliance upon (a) an exemption from registration afforded either under Section
4(2) of the Securities Act for transactions by an issuer not involving a public
offering, or (b) Regulation S for offers and sales of securities outside the
U.S.

4.2.2

Status.
 By its execution of this Agreement, each Operating Company Shareholder,
severally and not jointly, represents and warrants to the Reporting Company as
indicated on its signature page to this Agreement, either that:

(a)

such
Operating Company Shareholder is an Accredited Investor; or

(b)

such
Operating Company Shareholder is not a U.S. Person.

Each
Operating Company Shareholder severally understands that the Reporting Company
Shares are being offered and sold to such Operating Company Shareholder in
reliance upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of such Operating Company
Shareholder set forth in this Agreement, in order that the Reporting Company may
determine the applicability and availability of the exemptions from registration
of the Reporting Company Shares on which the Reporting Company is relying.

4.2.3

Additional
Representations and Warranties of Accredited Investors.  Each Operating
Company Shareholder indicating that such Operating Company Shareholder is an
Accredited Investor on its signature page to this Agreement, severally and not
jointly, further makes the representations and warranties to the Reporting
Company set forth on Exhibit E.

4.2.4

Additional
Representations and Warranties of Non-U.S. Persons.  Each Operating
Company Shareholder indicating that it is not a U.S. person on its signature
page to this Agreement, severally and not jointly, further makes the
representations and warranties to the Reporting Company set forth on Exhibit
F.





			
	



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4.2.5

Stock
Legends.  Each Operating Company Shareholder hereby agrees with the
Reporting Company as follows: 

(a)

Securities
Act  Legend - Accredited Investors.  The certificates evidencing
the Reporting Company Shares issued to those Operating Company Shareholders who
are Accredited Investors, and each certificate issued in transfer thereof, will
bear the following legend:

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN
WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN
OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.

(b)

Securities
Act  Legend - Non-U.S. Persons.  The certificates evidencing the
Reporting Company Shares issued to those Operating Company Shareholders who are
not U.S. Persons, and each certificate issued in transfer thereof, will bear the
following legend:

THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS
OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF
COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY,
THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED (2) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN
WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN
OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, 





			
	



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ASSIGNED
OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.  HEDGING TRANSACTIONS INVOLVING THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.

(c)

Other
Legends.  The certificates representing such Reporting Company Shares,
and each certificate issued in transfer thereof, will also bear any other legend
required under any applicable Law, including, without limitation, any U.S. state
corporate and state securities law, or contract.

(d)

Opinion.
 No Operating Company Shareholder will transfer any or all of the Reporting
Company Shares pursuant to Regulation S or absent an effective registration
statement under the Securities Act and applicable state securities law covering
the disposition of such shareholder’s Reporting Company Shares, without first
providing the Reporting Company with an opinion of counsel (which counsel and
opinion are reasonably satisfactory to the Reporting Company) to the effect that
such transfer will be made in compliance with Regulation S or will be exempt
from the registration and the prospectus delivery requirements of the Securities
Act and the registration or qualification requirements of any applicable U.S.
state securities laws.

(e)

Consent.
 Each Operating Company Shareholder understands and acknowledges that the
Reporting Company may decline to permit the transfer the Reporting Company
Shares, unless such Operating Company Shareholder complies with this Section
4.2.5 and any other restrictions on transferability under applicable law.
 Each Operating Company Shareholder consents to the Reporting Company
making a notation on its records or giving instructions to any transfer agent of
the Reporting Company’s Common Stock in order to implement the restrictions on
transfer of the Reporting Company Shares.

4.3

Representations
and Warranties of the Reporting Company.  The Reporting Company hereby
represents and warrants to the Operating Company and the Operating Company
Shareholders as follows:

4.3.1

Organization
and Qualification.  The Reporting Company is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization, has all requisite authority and power (corporate and other),
governmental licenses, authorizations, consents and approvals to carry on its
business as presently conducted and to own, hold and operate its properties and
assets as now owned, held and operated by it, except where the failure to be so
organized, existing and in good standing, or to have such authority and power,
governmental licenses, authorizations, consents or approvals would not have a
material adverse effect.  

4.3.2

Subsidiaries.
 The Reporting Company does not own, directly or indirectly, any equity or
other ownership interest in any corporation, partnership, joint venture or other
entity or enterprise.





			
	



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4.3.3

Authorization.
 The Reporting Company has all requisite authority and power (corporate and
other), governmental licenses, authorizations, consents and approvals to enter
into this Agreement and each of the Transaction Documents to which the Reporting
Company is a party, to consummate the transactions contemplated by this
Agreement and each of the Transaction Documents to which the Reporting Company
is a party and to perform its obligations under this Agreement and each of the
Transaction Documents to which the Reporting Company is a party.  The
execution, delivery and performance by the Reporting Company of this Agreement
and each of the Transaction Documents to which the Reporting Company is a party
have been duly authorized by all necessary corporate action and do not require
from the Reporting Company Board or the stockholders of the Reporting Company
any consent or approval that has not been validly and lawfully obtained.
 The execution, delivery and performance by the Reporting Company of this
Agreement and each of the Transaction Documents to which the Reporting Company
is a party requires no authorization, consent, approval, license, exemption of
or filing or registration with any governmental authority or other Person other
than (a) the Schedule 14(f) Filing, and (b) such other customary filings with
the Commission for transactions of the type contemplated by this Agreement.

4.3.4

No
Violation.  Neither the execution nor the delivery by the Reporting
Company of this Agreement or any Transaction Document to which the Reporting
Company is a party, nor the consummation or performance by the Reporting Company
of the transactions contemplated hereby or thereby will, directly or indirectly,
(a) contravene, conflict with, or result in a violation of any provision of the
Organizational Documents of the Reporting Company; (b) contravene, conflict
with, constitute a default (or an event or condition which, with notice or lapse
of time or both, would constitute a default) under, or result in the termination
or acceleration of, or result in the imposition or creation of any Lien under,
any agreement or instrument to which the Reporting Company is a party or by
which the properties or assets of the Reporting Company are bound;
(c) contravene, conflict with, or result in a violation of, any law or
order to which the Reporting Company, or any of the properties or assets owned
or used by the Reporting Company, may be subject; or (d) contravene, conflict
with, or result in a violation of, the terms or requirements of, or give any
governmental authority the right to revoke, withdraw, suspend, cancel, terminate
or modify, any licenses, permits, authorizations, approvals, franchises or other
rights held by the Reporting Company or that otherwise relate to the business
of, or any of the properties or assets owned or used by, the Reporting Company,
except for any such contraventions, conflicts, violations, or other occurrences
as would not have a material adverse effect.

4.3.5

Binding
Obligations.  Assuming this Agreement and the Transaction Documents
have been duly and validly authorized, executed and delivered by the parties
thereto other than the Reporting Company, this Agreement and each of the
Transaction Documents to which the Reporting Company is a party are duly
authorized, executed and delivered by the Reporting Company and constitute
legal, valid and binding obligations of the Reporting Company, enforceable
against the Reporting Company in accordance with their respective terms, except
as such enforcement is limited by general equitable principles, or by
bankruptcy, insolvency and other similar laws affecting the enforcement of
creditors’ rights generally.





			
	



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SECTION V
CONDITIONS PRECEDENT TO REPORTING COMPANY
OBLIGATIONS

The
Reporting Company’s obligation to acquire the Exchange Shares and to take the
other actions required to be taken by the Reporting Company at the Closing Date
is subject to the satisfaction, at or prior to the Closing Date, of each of the
following conditions (any of which may be waived by the Reporting Company, in
whole or in part):

5.1

Performance
by the Operating Company and Operating Company Shareholders.

5.1.1

All
of the covenants and obligations that the Operating Company and Operating
Company Shareholders are required to perform or to comply with pursuant to this
Agreement (considered collectively), and each of these covenants and obligations
(considered individually), must have been duly performed and complied with in
all material respects.

5.1.2

Each
document required to be delivered by the Operating Company and the Operating
Company Shareholders pursuant to this Agreement must have been delivered.

5.2

Consents.

5.2.1

All
material consents, waivers, approvals, authorizations or orders required to be
obtained, and all filings required to be made, by the Operating Company and/or
the Operating Company Shareholders for the authorization, execution and delivery
of this Agreement and the consummation by them of the transactions contemplated
by this Agreement, shall have been obtained and made by the Operating Company or
the Operating Company Shareholders, as the case may be.

5.2.2

Without
limiting the foregoing, the Schedule 14(f) Filing shall have been mailed to the
stockholders of the Reporting Company not less than ten (10) days prior to the
Closing Date.  

5.3

Documents.
 The Operating Company and the Operating Company Shareholders shall have
delivered to the Reporting Company at the Closing: 

(i)

share
certificates evidencing the number of Exchange Shares held by each Operating
Company Shareholder (as set forth in Exhibit A), along with duly executed share
transfer forms transferring such Exchange Shares to the Reporting Company
together with a certified copy of a board resolution of the Operating Company
approving the registration of the transfer of such shares to Reporting Company
(subject to Closing and payment of stamp duty);  

(ii)

each
of the Transaction Documents to which the Operating Company and/or the Operating
Company Shareholders is a party, duly executed; and  

(iii)

such
other documents as the Reporting Company may reasonably request.





			
	



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SECTION VI
CONDITIONS PRECEDENT TO OPERATING COMPANY
AND
OPERATING COMPANY SHAREHOLDERS’ OBLIGATIONS

The
Operating Company Shareholders’ obligation to transfer the Exchange Shares and
the obligations of the Operating Company to take the other actions required to
be taken by the Operating Company in advance of or at the Closing Date are
subject to the satisfaction, at or prior to the Closing Date, of each of the
following conditions (any of which may be waived by the Operating Company and
the Operating Company Shareholders jointly, in whole or in part):

6.1

Board
Appointments.  The board of directors of the Reporting Company shall
have received, and there shall be in effect, board resolutions duly appointing,
effective as of the Closing Date, the following individual(s) to the positions
with the Reporting Company listed opposite their names below:  

Appointee

Position

Keith
Nguyen

Director

Brigitte
Baumann

Director

6.2

Performance
by the Reporting Company.

6.2.1

All
of the covenants and obligations that the Reporting Company and Reporting
Company Shareholder is required to perform or to comply with pursuant to this
Agreement (considered collectively), and each of these covenants and obligations
(considered individually), must have been performed and complied with in all
respects.

6.2.2

Each
document required to be delivered by the Reporting Company and Reporting Company
Shareholder pursuant to this Agreement must have been delivered.

6.3

Consents.

6.3.1

All
material consents, waivers, approvals, authorizations or orders required to be
obtained, and all filings required to be made, by the Reporting Company for the
authorization, execution and delivery of this Agreement and the consummation by
it of the transactions contemplated by this Agreement, shall have been obtained
and made by the Reporting Company.

6.3.2

Without
limiting the foregoing, the Schedule 14(f) Filing shall have been mailed to the
stockholders of the Reporting Company not less than ten (10) days prior to the
Closing Date.  

6.4

Documents.
 The Reporting Company must have caused the following documents to be
delivered to the Operating Company and/or the Operating Company
Shareholders:

6.4.1

share
certificates evidencing each Operating Company Shareholder’s pro rata share of
the Closing Reporting Company Shares (as set forth in Exhibit B);





			
	



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6.4.2

a
Certificate of Good Standing of the Reporting Company;

6.4.3

each
of the Transaction Documents to which the Reporting Company is a party, duly
executed; and

6.4.4

such
other documents as the Operating Company may reasonably request for the purpose
of facilitating the consummation of any of the transactions contemplated by this
Agreement.

6.5

Assets
and Liabilities.

 At
the Closing, the Reporting Company shall have no material assets or liabilities,
contingent or otherwise, or any tax obligations or any material changes to its
business or financial condition.

6.6

Name
Change.  The Reporting Company shall have taken all actions necessary
to change the registered name of the Reporting Company to “BSN Systems, Inc.”,
which may include solicitation of requisite stockholder and board consent as
necessary.  

SECTION VII
GENERAL PROVISIONS

7.1

Termination.
 This Agreement may be terminated at any time prior to the Closing Date by
either party if  there shall be any actual or threatened action or
proceeding by or before any court or any other governmental body which shall
seek to restrain, prohibit, or invalidate the transaction contemplated by this
Agreement, and which, in the judgment of such party giving notice to terminate
and based upon the advice of legal counsel, makes it inadvisable to proceed with
the transaction contemplated by this Agreement.  

7.2

Expenses.
 Except as otherwise expressly provided in this Agreement, each party to
this Agreement will bear its respective expenses incurred in connection with the
preparation, execution, and performance of this Agreement and the transactions
contemplated by this Agreement, including all fees and expenses of agents,
representatives, counsel, and accountants.  

7.3

Public
Announcements.  The Reporting Company shall promptly issue a press
release disclosing the transactions contemplated hereby.  Prior to the
Closing Date, the Operating Company and the Reporting Company shall consult with
each other in issuing any other press releases or otherwise making public
statements or filings and other communications with the Commission or any
regulatory agency or stock market or trading facility with respect to the
transactions contemplated hereby and neither party shall issue any such press
release or otherwise make any such public statement, filings or other
communications without the prior written consent of the other, which consent
shall not be unreasonably withheld or delayed, except that no prior consent
shall be required if such disclosure is required by law, in which case the
disclosing party shall provide the other party with prior notice of such public
statement, filing or other communication and shall incorporate into such public
statement, filing or other communication the reasonable comments of the other
party.  

7.4

Notices.
 All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by 





			
	



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hand
(with written confirmation of receipt), (b) sent by telecopier (with written
confirmation of receipt), or (c) when received by the addressee, if sent by a
nationally recognized overnight delivery service (receipt requested), in each
case to the appropriate addresses and telecopier numbers set forth below (or to
such other addresses and telecopier numbers as a party may designate by written
notice to the other parties):

		
	
If to
Reporting Company:


BSN
Systems, Inc.

18101 Von
Karman Ave, Suite 330

Irvine, CA
92612

Attention:
Keith Nguyen

keith@bsnsystems.com

Telephone No.:
+1 949 612 0350 x201
Facsimile No.:  +1 949 612 0351
	
with an
additional copy to: 




Richardson
& Patel LLP

10900 Wilshire
Blvd, Suite 500

Los Angeles,
California 90024

Attention:
 Kevin K. Leung, Esq.
Telephone No.:  +1 310 208
1182
Facsimile No.:  +1 310 208 1154

	
 
	
 

	
If to
Operating Company:




MBBS S.A.

Av.
Francois-Borel 17

2016
Cortaillod, Switzerland
Attention:  Dimitri Brodard
Telephone
No.: +41 32 843 57 50
Facsimile No.:  +41 32 843 57 58

	
with a copy
to: 




Richardson
& Patel LLP

10900 Wilshire
Blvd, Suite 500

Los Angeles,
California 90024 Attention:  Kevin K. Leung, Esq.
Telephone No.:
+1 310 208 1182
Facsimile No.:  +1 310 208
1154



7.5

Waiver.
 The rights and remedies of the parties to this Agreement are cumulative
and not alternative.  Neither the failure nor any delay by any party in
exercising any right, power, or privilege under this Agreement or the documents
referred to in this Agreement will operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or
privilege or the exercise of any other right, power, or privilege.  To the
maximum extent permitted by applicable law, (a) no claim or right arising out of
this Agreement or the documents referred to in this Agreement can be discharged
by one party, in whole or in part, by a waiver or renunciation of  the
claim or right unless in writing signed by the other party; (b) no waiver that
may be given by a party will be applicable except in the specific instance for
which it is given; and (c) no notice to or demand on one party will be deemed to
be a waiver of any obligation of such party or of the right of the party giving
such notice or demand to take further action without notice or demand as
provided in this Agreement or the documents referred to in this Agreement.

7.6

Entire
Agreement and Modification.  This Agreement supersedes all prior
agreements between the parties with respect to its subject matter and
constitutes (along with the documents referred to in this Agreement) a complete
and exclusive statement of the terms of the agreement between the parties with
respect to its subject matter.  This Agreement may not be amended except by
a written agreement executed by the party against whom the enforcement of such
amendment is sought.





			
	



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7.7

Assignments,
Successors, and No Third-Party Rights.  No party may assign any of its
rights under this Agreement without the prior consent of the other parties.
 Subject to the preceding sentence, this Agreement will apply to, be
binding in all respects upon, and inure to the benefit of and be enforceable by
the respective successors and permitted assigns of the parties.  This
Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this Agreement and their successors and
assigns.

7.8

Severability.
 If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect.  Any provision of this Agreement held
invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable.

7.9

Section
Headings, Construction.  The headings of Sections in this Agreement are
provided for convenience only and will not affect its construction or
interpretation.  All references to “Section” or “Sections” refer to the
corresponding Section or Sections of this Agreement.  All words used in
this Agreement will be construed to be of such gender or number as the
circumstances require.  Unless otherwise expressly provided, the word
“including” does not limit the preceding words or terms.

7.10

Governing
Law.  This Agreement will be governed by the laws of the State of
Delaware without regard to conflicts of laws principles.

7.11

Counterparts.
 This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this Agreement and all of which, when
taken together, will be deemed to constitute one and the same agreement.

7.12

Attorney’s
Fees.  If any legal action or other proceeding (non-exclusively
including arbitration) is brought for the enforcement of or to declare any right
or obligation under this Agreement or as a result of a breach, default or
misrepresentation in connection with any of the provisions of this Agreement, or
otherwise because of a dispute among the parties hereto, the prevailing party
will be entitled to recover actual attorney's fees (including for appeals and
collection) and other expenses incurred in such action or proceeding, in
addition to any other relief to which such party may be entitled.  

7.13

No
Third Party Beneficiaries.  Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties hereto
and their successors, any rights or remedies under or because of this Agreement,
unless this Agreement specifically states such intent.  

7.14

Further
Assurances.  At any time, and from time to time after the Closing Date,
each party hereto will execute such additional instruments and take such action
as may be reasonably requested by the other party to carry out the intent and
purposes of this Agreement.  

7.15

Facsimile.
 A facsimile, telecopy or other reproduction of this Agreement may be
executed by one or more parties hereto and such executed copy may be delivered
by facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes. At the request of any party hereto, all parties agree to 





			
	



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14
	



















execute
an original of this Agreement as well as any facsimile, telecopy or other
reproduction hereof.  




[Signature Pages Follow]





			
	



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15
	



















SIGNATURE PAGE

IN
WITNESS WHEREOF, the parties have executed and delivered this Share Exchange
Agreement as of the date first written above.




		
	
Reporting
Company:


BSN SYSTEMS,
INC.

(formerly DKR
HOLDINGS, INC.)

By: _____/s/ Keith Nguyen________




Name:
 __Keith Nguyen__________




Title:
 ___President______________



	
Operating
Company: 




MBBS, S.A.





By: _____/s/
Gabriel Pretre_________




Name:
 __Gabriel Pretre___________




Title:
 ___Director________________







	



Reporting
Company Shareholder: 




KESEF WORLDWIDE
INVESTMENTS, LLC

(formerly
AMERICAN FRIES OF UTAH, LLC)








By: _____/s/
Gerald Bush__________




Name:
 __Gerald Bush_____________




Title:
 ___Manager________________
	
 













				
	
`
	
 
	
 
	



















Operating
Company Shareholders (Non-U.S. Persons):



					
	
 
	
Sandoz FF
Holding SA
	
 
	
 
	
Tag ID
SA

	
 
	
/s/ Gabriel
Pretre
	
 
	
 
	
/s/ Jacques
Rosset

/s/ Daniel
Vitoux

	
Name
	
Gabriel
Pretre
	
 
	
 
	
Jacques
Rosset

Daniel
Vitoux

	
Date
	
12/30/08
	
 
	
 
	
12/30/08

	
 
	
 
	
 
	
 
	
 

	
 
	
/s/ Dimitri
Brodard
	
 
	
 
	
/s/ Martial
Benoit

	
 
	
Dimitri
Brodard
	
 
	
 
	
Martial
Benoit

	
 
	
12/30/08
	
 
	
 
	
12/30/08

	
 
	
 
	
 
	
 
	
 

	
 
	
/s/ Claude
Borel
	
 
	
 
	
/s/ N. Chau
Bui

	
 
	
Claude
Borel
	
 
	
 
	
N. Chau
Bui

	
 
	
12/30/08
	
 
	
 
	
12/30/08

	
 
	
 
	
 
	
 
	
 

	
 
	
/s/ Christian
Werner
	
 
	
 
	
/s/ Christian
Mirus

	
 
	
Christian
Werner
	
 
	
 
	
Christian
Mirus

	
 
	
12/30/08
	
 
	
 
	
12/30/08

	
 
	
 
	
 
	
 
	
 













			
	
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EXHIBIT B
SHARES AND REPORTING COMPANY SHARES TO BE
EXCHANGED







				
	















Name of Shareholder
	
Number of Operating 

Company Shares to be delivered by Operating Company


Shareholders
	
Number of Reporting Company Shares to be issued to
Operating Company

 Shareholders

	
 
	


	
 

	
Sandoz FF  Holding SA
	
2,077,870
	
5,565,723

	
Tag ID SA
	
700,000
	
1,875,000

	
Dimitri Brodard
	
3,000
	
8,035

	
Claude Borel
	
1,000
	
2,679

	
N. Chau Bui
	
3,000
	
8,035

	
Christian Werner
	
50
	
134

	
Martial Benoit
	
50
	
134

	
Christian Mirus
	
20
	
54

	
 
	
 
	
 

	
 
	
2,784,990
	
7,459,794






















			
	
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EXHIBIT C

Definition of “Accredited Investor”

The
term “accredited investor” means:

(1)

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

(2)

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

(3)

An
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 US $5,000,000.

(4)

A
director or executive officer of the Reporting Company.

(5)

A
natural person whose individual net worth, or joint net worth with that person’s
spouse, at the time of his or her purchase exceeds US $1,000,000.

(6)

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

(7)

A
trust, with total assets in excess of US $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 Rule 506(b)(2)(ii) (i.e., a person who has
such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the prospective investment).

(8)

An
entity in which all of the equity owners are accredited investors.  





			
	
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EXHIBIT D

Definition of “U.S. Person”

(1)

“U.S.
person” (as defined in Regulation S) means:

(i)

Any
natural person resident in the United States;

(ii)

Any
partnership or corporation organized or incorporated under the laws of the
United States;

(iii)

Any
estate of which any executor or administrator is a U.S. person;

(iv)

Any
trust of which any trustee is a U.S. person;

(v)

Any
agency or branch of a foreign entity located in the United States;

(vi)

Any
non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a U.S.
person;

(vii)

Any
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States; and

(viii)

Any
partnership or corporation if:  (A) organized or incorporated under the
laws of any foreign jurisdiction; and (B) formed by a U.S. person principally
for the purpose of investing in securities not registered under the Securities
Act, unless it is organized or incorporated, and owned, by accredited investors
(as defined in Rule 501(a)) who are not natural persons, estates or trusts.

(2)

Notwithstanding
paragraph (1) above, any discretionary account or similar account (other than an
estate or trust) held for the benefit or account of a non-U.S. person by a
dealer or other professional fiduciary organized, incorporated, or (if an
individual) resident in the United States shall not be deemed a “U.S.
person.”

(3)

Notwithstanding
paragraph (1), any estate of which any professional fiduciary acting as executor
or administrator is a U.S. person shall not be deemed a U.S. person if:

(i)

An
executor or administrator of the estate who is not a U.S. person has sole or
shared investment discretion with respect to the assets of the estate; and

(ii)

The
estate is governed by foreign law.

(4)

Notwithstanding
paragraph (1), any trust of which any professional fiduciary acting as trustee
is a U.S. person shall not be deemed a U.S. person if a trustee who is not a
U.S. person has sole or shared investment discretion with respect to the trust
assets, and no beneficiary of the trust (and no settlor if the trust is
revocable) is a U.S. person.





			
	
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(5)

Notwithstanding
paragraph (1), an employee benefit plan established and administered in
accordance with the law of a country other than the United States and customary
practices and documentation of such country shall not be deemed a U.S.
person.

(6)

Notwithstanding
paragraph (1), any agency or branch of a U.S. person located outside the United
States shall not be deemed a “U.S. person” if:

(i)

The
agency or branch operates for valid business reasons; and

(ii)

The
agency or branch is engaged in the business of insurance or banking and is
subject to substantive insurance or banking regulation, respectively, in the
jurisdiction where located.

(7)

The
International Monetary Fund, the International Bank for Reconstruction and
Development, the Inter-American Development Bank, the Asian Development Bank,
the African Development Bank, the United Nations, and their agencies, affiliates
and pension plans, and any other similar international organizations, their
agencies, affiliates and pension plans shall not be deemed “U.S. persons.”








			
	
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EXHIBIT E

ACCREDITED INVESTOR REPRESENTATIONS

Each
Operating Company Shareholder indicating that it is an Accredited Investor,
severally and not jointly, further represents and warrants to the Reporting
Company as follows:

1.

Such
Operating Company Shareholder qualifies as an Accredited Investor on the basis
set forth on its signature page to this Agreement.

2.

Such
Operating Company Shareholder has sufficient knowledge and experience in
finance, securities, investments and other business matters to be able to
protect such Operating Company Shareholder’s interests in connection with the
transactions contemplated by this Agreement.

3.

Such
Operating Company Shareholder has consulted, to the extent that it has deemed
necessary, with its tax, legal, accounting and financial advisors concerning its
investment in the Reporting Company Shares.

4.

Such
Operating Company Shareholder understands the various risks of an investment in
the Reporting Company Shares and can afford to bear such risks for an indefinite
period of time, including, without limitation, the risk of losing its entire
investment in the Reporting Company Shares.

5.

Such
Operating Company Shareholder has had access to the Reporting Company’s publicly
filed reports with the SEC.

6.

Such
Operating Company Shareholder has been furnished during the course of the
transactions contemplated by this Agreement with all other public information
regarding the Reporting Company that such Operating Company Shareholder has
requested and all such public information is sufficient for such Operating
Company Shareholder to evaluate the risks of investing in the Reporting Company
Shares.

7.

Such
Operating Company Shareholder has been afforded the opportunity to ask questions
of and receive answers concerning the Reporting Company and the terms and
conditions of the issuance of the Reporting Company Shares.

8.

Such
Operating Company Shareholder is not relying on any representations and
warranties concerning the Reporting Company made by the Reporting Company or any
officer, employee or agent of the Reporting Company, other than those contained
in this Agreement.

9.

Such
Operating Company Shareholder is acquiring the Reporting Company Shares for such
Operating Company Shareholder’s own account, for investment and not for
distribution or resale to others.





				
	
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10.

Such
Operating Company Shareholder will not sell or otherwise transfer the Reporting
Company Shares, unless either (a) the transfer of such securities is
registered under the Securities Act or (b) an exemption from registration of
such securities is available.

11.

Such
Operating Company Shareholder understands and acknowledges that the Reporting
Company is under no obligation to register the Reporting Company Shares for sale
under the Securities Act.

12.

Such
Operating Company Shareholder consents to the placement of a legend on any
certificate or other document evidencing the Reporting Company Shares
substantially in the form set forth in Section 4.2.5(a).

13.

Such
Operating Company Shareholder represents that the address furnished by such
Operating Company Shareholder on its signature page to this Agreement and in
Exhibit A is such Operating Company Shareholder’s principal residence if he is
an individual or its principal business address if it is a corporation or other
entity.

14.

Such
Operating Company Shareholder understands and acknowledges that the Reporting
Company Shares have not been recommended by any federal or state securities
commission or regulatory authority, that the foregoing authorities have not
confirmed the accuracy or determined the adequacy of any information concerning
the Reporting Company that has been supplied to such Operating Company
Shareholder and that any representation to the contrary is a criminal
offense.

15.

Such
Operating Company Shareholder acknowledges that the representations, warranties
and agreements made by such Operating Company Shareholder herein shall survive
the execution and delivery of this Agreement and the purchase of the Reporting
Company Shares.





				
	
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EXHIBIT F

NON U.S. PERSON REPRESENTATIONS

Each
Operating Company Shareholder indicating that it is not a U.S. person, severally
and not jointly, further represents and warrants to the Reporting Company as
follows:

1.

At
the time of (a) the offer by the Reporting Company and (b) the acceptance of the
offer by such Operating Company Shareholder, of the Reporting Company Shares,
such Operating Company Shareholder was outside the United States.

2.

No
offer to acquire the Reporting Company Shares or otherwise to participate in the
transactions contemplated by this Agreement was made to such Operating Company
Shareholder or its representatives inside the United States.

3.

Such
Operating Company Shareholder is not purchasing the Reporting Company Shares for
the account or benefit of any U.S. person, or with a view towards distribution
to any U.S. person, in violation of the registration requirements of the
Securities Act.

4.

Such
Operating Company Shareholder will make all subsequent offers and sales of the
Reporting Company Shares either (x) outside of the United States in compliance
with Regulation S; (y) pursuant to a registration under the Securities Act; or
(z) pursuant to an available exemption from registration under the Securities
Act.  Specifically, such Operating Company Shareholder will not resell the
Reporting Company Shares to any U.S. person or within the United States prior to
the expiration of a period commencing on the Closing Date and ending on the date
that is one year thereafter (the “Distribution Compliance Period”), except
pursuant to registration under the Securities Act or an exemption from
registration under the Securities Act.

5.

Such
Operating Company Shareholder is acquiring the Reporting Company Shares for such
Operating Company Shareholder’s own account, for investment and not for
distribution or resale to others.

6.

Such
Operating Company Shareholder has no present plan or intention to sell the
Reporting Company Shares in the United States or to a U.S. person at any
predetermined time, has made no predetermined arrangements to sell the Reporting
Company Shares and is not acting as a Distributor of such securities.

7.

Neither
such Operating Company Shareholder, its Affiliates nor any Person acting on such
Operating Company Shareholder’s behalf, has entered into, has the intention of
entering into, or will enter into any put option, short position or other
similar instrument or position in the U.S. with respect to the Reporting Company
Shares at any time after the Closing Date through the Distribution Compliance
Period except in compliance with the Securities Act.





				
	
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8.

Such
Operating Company Shareholder consents to the placement of a legend on any
certificate or other document evidencing the Reporting Company Shares
substantially in the form set forth in Section 4.2.5(b).

9.

Such
Operating Company Shareholder is not acquiring the Reporting Company Shares in a
transaction (or an element of a series of transactions) that is part of any plan
or scheme to evade the registration provisions of the Securities Act. 

10.

Such
Operating Company Shareholder has sufficient knowledge and experience in
finance, securities, investments and other business matters to be able to
protect such Operating Company Shareholder’s interests in connection with the
transactions contemplated by this Agreement.

11.

Such
Operating Company Shareholder has consulted, to the extent that it has deemed
necessary, with its tax, legal, accounting and financial advisors concerning its
investment in the Reporting Company Shares.

12.

Such
Operating Company Shareholder understands the various risks of an investment in
the Reporting Company Shares and can afford to bear such risks for an indefinite
period of time, including, without limitation, the risk of losing its entire
investment in the Reporting Company Shares.

13.

Such
Operating Company Shareholder has had access to the Reporting Company’s publicly
filed reports with the SEC.

14.

Such
Operating Company Shareholder has been furnished during the course of the
transactions contemplated by this Agreement with all other public information
regarding the Reporting Company that such Operating Company Shareholder has
requested and all such public information is sufficient for such Operating
Company Shareholder to evaluate the risks of investing in the Reporting Company
Shares.

15.

Such
Operating Company Shareholder has been afforded the opportunity to ask questions
of and receive answers concerning the Reporting Company and the terms and
conditions of the issuance of the Reporting Company Shares.

16.

Such
Operating Company Shareholder is not relying on any representations and
warranties concerning the Reporting Company made by the Reporting Company or any
officer, employee or agent of the Reporting Company, other than those contained
in this Agreement.

17.

Such
Operating Company Shareholder will not sell or otherwise transfer the Reporting
Company Shares, unless either (A) the transfer of such securities is
registered under the Securities Act or (B) an exemption from registration of
such securities is available.

18.

Such
Operating Company Shareholder understands and acknowledges that the Reporting
Company is under no obligation to register the Reporting Company Shares for sale
under the Securities Act.





				
	
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19.

Such
Operating Company Shareholder represents that the address furnished by such
Operating Company Shareholder on its signature page to this Agreement and in
Exhibit A is such Operating Company Shareholder’s principal residence if he is
an individual or its principal business address if it is a corporation or other
entity.

20.

Such
Operating Company Shareholder understands and acknowledges that the Reporting
Company Shares have not been recommended by any federal or state securities
commission or regulatory authority, that the foregoing authorities have not
confirmed the accuracy or determined the adequacy of any information concerning
the Reporting Company that has been supplied to such Operating Company
Shareholder and that any representation to the contrary is a criminal
offense.

21.

Such
Operating Company Shareholder acknowledges that the representations, warranties
and agreements made by such Operating Company Shareholder herein shall survive
the execution and delivery of this Agreement and the purchase of the Reporting
Company Shares.











				
	
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