Exhibit
2.1




AGREEMENT
AND PLAN OF MERGER AND REORGANIZATION




among




SOLTERRA
RENEWABLE TECHNOLOGIES, INC.




a
Delaware corporation,




HAGUE,
CORP.




a
Nevada corporation,




­and




SHAREHOLDERS
IDENTIFIED HEREIN














October
15, 2008






















1












AGREEMENT AND PLAN OF
REORGANIZATION




This
Agreement and Plan of Reorganization (“Agreement”) is entered into as
of October 15, 2008, by and among Solterra Renewable Technologies, Inc., a
Delaware corporation (“Solterra”) located at 14220 E.
Cavedale Road, Scottsdale, AZ 85262, the Shareholders of Solterra, namely
Stephen B. Squires and the other stockholders identified at the foot of this
Agreement (collectively the “Solterra Shareholders”) with an address c/o
Solterra, 14220 E. Cavedale Road, Scottsdale, AZ 85262, Hague Corp., a Nevada
corporation, (“Hague”) located at 1865 Portage Avenue, Winnipeg, Canada A2 R3J
0H2 and Stephen B. Squires as Solterra Shareholders’ Representative with an
address c/o Solterra, 14220 E. Cavedale Road, Scottsdale, AZ 85262 and Gregory
Chapman as “Indemnitor” pursuant to Article X with an address at c/o Solterra,
14220 E. Cavedale Road, Scottsdale, AZ 85262.




Certain
other capitalized terms used in this Agreement are defined in Article
1.




STATEMENT
OF PURPOSE AND RECITALS




A.              Solterra
and Hague intend to effect a Stock Exchange in accordance with this Agreement
and applicable state law (the “Exchange”).  Upon consummation of the
Exchange, Hague will own 100% of Solterra.  Solterra’s principal asset
is a license agreement with William Marsh Rice University.





B.              It
is intended that the Exchange qualify as a tax-free reorganization within and/or
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "CODE") or as a tax-free exchange pursuant to Section 351 of the
Code.  For accounting purposes, it is intended that the Exchange be
treated as a "pooling of interests."





C.              This
Agreement has been approved by the respective boards of directors of Solterra
and Hague, and subject to stockholder approval of each constituent corporation
to the extent required by law.





D.              In
the event that it is determined by Solterra prior to closing that the Exchange
Transaction may not tax free to all parties without a merger taking place, then
Hague Corporation shall form a Delaware merger sub into which Solterra shall be
merged with Solterra as the surviving corporation. In this event, Solterra’s
Certificate of Incorporation and By-Laws shall become the surviving
corporation’s Certificate of Incorporation and By-Laws. In addition, closing
shall occur upon the filing of an appropriate Merger Certificate in the State of
Delaware.











2







ARTICLE
I




DEFINITIONS




“Accounts Receivable”
means all trade and other accounts receivable and other Indebtedness owing to
any company.




“Affiliate” means, with
respect to a specified Person, any other Person that directly or indirectly
controls, is controlled by, or is under common control with, the specified
Person.  The term “control” means (a) the possession, directly or
indirectly, of the power to vote 10% or more of the securities or other equity
interests of a Person having ordinary voting power, (b) the possession, directly
or indirectly, of the power to direct or cause the direction of the management
policies of a Person, by contract or otherwise, or (c) being a director,
officer, executor, trustee or fiduciary (or their equivalents) of a Person or a
Person that controls such Person.




“Closing Balance Sheet”means
a consolidated balance sheet of the Companies as of the Closing Date an prepared
in accordance with GAAP (as in effect on the date hereof) and, to the extent
consistent with GAAP (as in effect on the date hereof), in a manner consistent
with the Interim Balance Sheet.




“COBRA” means the requirements
of Part 6 of Subtitle B of Title I of ERISA and Code § 4980B.




“Code” means the Internal
Revenue Code of 1986.




“Confidential Information”
means information concerning the businesses or affairs of any company, including
information relating to license agreements, customers, clients, suppliers,
distributors, investors, lenders, consultants, independent contractors or
employees, price lists and pricing policies, financial statements and
information, budgets and projections, business plans, production costs, market
research, marketing, sales and distribution strategies, manufacturing
techniques, processes and business methods, technical information, pending
projects and proposals, new business plans and initiatives, research and
development projects, inventions, discoveries, ideas, technologies, trade
secrets, know-how, formulae, designs, patterns, marks, names, improvements,
industrial designs, mask works, works of authorship and other Intellectual
Property, devices, samples, plans, drawings and specifications, photographs and
digital images, computer software and programming, all other confidential
information and materials relating to the businesses or affairs of such company,
and all notes, analyses, compilations, studies, summaries, reports, manuals,
documents and other materials prepared by or for such company containing or
based in whole or in part on any of the foregoing, whether in verbal, written,
graphic, electronic or any other form and whether or not conceived, developed or
prepared in whole or in part by such company.




“Consent” means any consent,
approval, authorization, permission or waiver.




“Contract” means any contract,
obligation, understanding, commitment, lease, license, purchase order, bid or
other agreement, whether written or oral and whether express or implied,
together with all amendments and other modifications thereto.






3






“Employee Benefit Plan” means
any (a) qualified or nonqualified Employee Pension Benefit Plan (including any
Multiemployer Plan) or deferred compensation or retirement plan or arrangement,
(b) Employee Welfare Benefit Plan or (c) equity-based plan or arrangement
(including any stock option, stock purchase, stock ownership, stock appreciation
or restricted stock plan) or material fringe benefit or other retirement,
severance, bonus, profit-sharing or incentive plan or arrangement.




“Encumbrance” means any lien,
mortgage, pledge, encumbrance, charge, security interest, adverse or other
claim, community property interest, condition, equitable interest, option,
warrant, right of first refusal, easement, profit, license, servitude, right of
way, covenant, zoning or other restriction of any kind or nature.




“Environmental Law” means any
Law relating to the environment, health or safety, including any Law relating to
the presence, use, production, generation, handling, management, transportation,
treatment, storage, disposal, distribution, labeling, testing, processing,
discharge, release, threatened release, control or cleanup of any material,
substance or waste limited or regulated by any Governmental Body.




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




“Funded Debt” means all
obligations of the Companies for borrowed money, all interest-bearing
obligations of the Companies, and all obligations of the Companies evidenced by
bonds, notes, debentures or other similar instruments, in each case as of the
Closing Date.




“GAAP” means generally
accepted accounting principles in the United States as set forth in
pronouncements of the Financial Accounting Standards Board (and its
predecessors) and the American Institute of Certified Public Accountants and,
unless otherwise specified, as in effect on the date hereof or, with respect to
any financial statements, the date such financial statements were
prepared.




“Governmental Body” means any
federal, state, local, foreign or other government or quasi-governmental
authority or any department, agency, subdivision, court or other tribunal of any
of the foregoing.




“Hazardous Substance” means
any material, substance or waste that is limited or regulated by any
Governmental Body or, even if not so limited or regulated, could pose a hazard
to the health or safety of the occupants of the Real Property or adjacent
properties or any property or facility formerly owned, leased or used by any
company.  The term includes asbestos, polychlorinated biphenyls,
petroleum products and all materials, substances and wastes regulated under any
Environmental Law.




“HSR Act” means the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.






4






“Indebtedness” means as to any
Person at any time: (a) obligations of such Person for borrowed money; (b)
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments; (c) obligations of such Person to pay the deferred purchase
price of property or services (including all obligations under noncompete,
consulting or similar arrangements), except trade accounts payable of such
Person arising in the ordinary course of business that are not past due by more
than 90 days or that are being contested in good faith by appropriate
proceedings diligently pursued and for which adequate reserves have been
established on the financial statements of such Person; (d) capitalized lease
obligations of such Person; (e) indebtedness or other obligations of others
guaranteed by such Person; (f) obligations secured by an Encumbrance existing on
any property or asset owned by such Person; (g) reimbursement obligations of
such Person relating to letters of credit, bankers’ acceptances, surety or other
bonds or similar instruments; (h) Liabilities of such Person relating to
unfunded, vested benefits under any Employee Benefit Plan (excluding obligations
to deliver stock pursuant to stock options or stock ownership plans); and (i)
net payment obligations incurred by such Person pursuant to any hedging
agreement.




“Intellectual Property” means
(a) inventions (whether patentable or unpatentable and whether or not reduced to
practice), improvements thereto, and patents, patent applications and patent
disclosures, together with reissuances, continuations, continuations-in-part,
revisions, extensions and reexaminations thereof; (b) trademarks, service marks,
trade dress, logos, trade names and corporate names, together with translations,
adaptations, derivations and combinations thereof and including goodwill
associated therewith, and applications, registrations and renewals in connection
therewith; (c) copyrightable works, copyrights, and applications, registrations
and renewals in connection therewith; (d) mask works and applications,
registrations and renewals in connection therewith; (e) trade secrets and
confidential business information (including ideas, research and development,
know-how, formulas, compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, specifications, customer and
supplier lists, pricing and cost information, and business and marketing plans
and proposals); (f) computer software (including data and related
documentation); (g) other proprietary rights; and (h) copies and tangible
embodiments (in whatever form or medium) of any of the foregoing (with the
Technology being included in the meaning of items (a) and (f).




“Inventory” means all
inventories of any Company wherever located, including raw materials, goods
consigned to vendors or subcontractors, works in process, finished goods, spare
parts, goods in transit, products under research and development, demonstration
equipment and inventory on consignment.




“IRS” means the U.S. Internal
Revenue Service.




“Knowledge” means (a) actual
knowledge or (b) knowledge that would be expected to be obtained after a
reasonably comprehensive investigation concerning the matter at
issue.  Each party that is not an individual will be deemed to have
Knowledge of a matter if any Affiliate of such Person or any employee of such
Person with responsibility for such matter has, or at any time had, Knowledge of
such matter.




“Law” means any federal,
state, local, foreign or other law, statute, ordinance, regulation, rule,
regulatory or administrative guidance, Order, constitution, treaty, principle of
common law or other restriction of any Governmental Body.






5






“Liability” means any
liability, obligation, Indebtedness or commitment of any kind or nature, whether
known or unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated, or due or to become due.




“Loss” means any loss, claim,
demand, Order, damage, penalty, fine, cost (including any opportunity cost),
settlement payment, Liability, Tax, Encumbrance, diminution of value, expense,
fee, court costs or reasonable attorneys’ fees and expenses.




“Material Adverse Effect”means any material adverse effect on the businesses, operations,
properties, assets, Liabilities, condition (financial or otherwise) or prospects
of the companies taken as a whole.




“Multiemployer Plan” has the
meaning set forth in ERISA § 3(37).




“Order” means any order,
award, decision, injunction, judgment, ruling, decree, charge, writ, subpoena or
verdict entered, issued, made or rendered by any Governmental Body or
arbitrator.




“Organizational Documents”
means (a) any certificate or articles of incorporation and bylaws, (b) any
documents comparable to those described in clause (a) as may be applicable
pursuant to any Law and (c) any amendment or modification to any of the
foregoing.




“Party” means any party to
this Agreement.




“PBGC” means the Pension
Benefit Guaranty Corporation.




“Permit” means any permit,
license or Consent issued by any Governmental Body or pursuant to any
Law.




“Person” means any individual,
corporation, limited liability company, partnership, company, sole
proprietorship, joint venture, trust, estate, association, organization, labor
union, Governmental Body or other entity.




“Proceeding” means any
proceeding, charge, complaint, claim, demand, notice, action, suit, litigation,
hearing, audit, investigation, arbitration or mediation (in each case, whether
civil, criminal, administrative, investigative or informal) commenced,
conducted, heard or pending by or before any Governmental Body, arbitrator or
mediator.




“Related Person” means (a)
with respect to a specified individual, any member of such individual’s Family
and any Affiliate of any member of such individual’s Family, and (b) with
respect to a specified Person other than an individual, any Affiliate of such
Person and any member of the Family of any such Affiliates that are
individuals.  The “Family” of a specified individual means the
individual, such individual’s spouse and former spouses, any other individual
who is related to the specified individual or such individual’s spouse or former
spouse within the third degree, and any other individual who resides with the
specified individual.






6




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




“Securities Act” means the
Securities Act of 1933.




“Capital Stock”means all
common stock of the applicable party of the date hereof.




“Share” means any issued and
outstanding share of common stock, of the applicable party.




“Subsidiary” means any
corporation or other entity with respect to which the party and its other
Subsidiaries collectively own, directly or indirectly, at least 50% of the
common stock or other equity or profits interests or have the power, directly or
indirectly, to elect a majority of the members of the board of directors or
comparable governing body.




“Tax” means any federal,
state, local, foreign or other income, gross receipts, license, payroll,
employment, excise, severance, stamp, occupation, premium, windfall profits,
environmental (including taxes under Code § 59A), customs duties, capital
stock, franchise, profits, withholding, social security (or similar),
unemployment, disability, real property, personal property, sales, use,
transfer, registration, value added, general service, alternative or add-on
minimum, estimated or other tax of any kind whatsoever, however denominated, and
will include any interest, penalty, or addition thereto, whether disputed or
not.




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




“Transactions” means the
transactions contemplated by the Transaction Documents.




“Transaction Documents” means
this Agreement and all other written agreements, documents and certificates
contemplated by any of the foregoing documents.




For good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties to this Agreement agree as follows:




ARTICLE
II




DESCRIPTION
OF TRANSACTION









2.1           THE
EXCHANGE.  Upon the terms and subject to the conditions set forth in
this Agreement, at the Closing Date (as defined in Section 2.3), the Solterra
Shareholders shall exchange (the ”Exchange”) 41,250,000 shares of common stock
of Solterra, representing 100% of their Solterra common stock on a one-for-one
basis for 41,250,000 shares of common stock of Hague, (the “Conversion
Shares”).






7





2.2           EFFECT
OF THE EXCHANGE.  At closing, Solterra shall become a wholly-owned
subsidiary of Hague.





2.3           CLOSING;  The
consummation of the transactions contemplated by this  Agreement (the
"Closing") shall take place at the offices of Morse & Morse, PLLC,commencing at 10:00 a.m.
local time on the later of (i) the second Business Day following the
satisfaction or waiver of all conditions to the obligations of the Parties to
consummate the Transactions to be performed on the Closing Date (other than
conditions with respect to actions the Parties will take at the Closing) or (ii)
such other date as the Parties designate in writing (the “Closing Date”), but in no
event later than November 30, 2008.  In the event that a Merger
Certificate is filed pursuant to Section 2.9 on the Closing Date, the Effective
Time of the merger shall be the filing date of said Merger
Certificate.







2.4           ARTICLES
OF INCORPORATION AND BYLAWS; DIRECTORS AND OFFICERS.  Unless otherwise
determined by the Parties prior to the Closing Date:





(a)           the
Articles of Incorporation of Hague shall be amended to change its name and
authorized capital stock as directed by Solterra.





(b)           the
Bylaws of Hague shall be amended, if at all, as directed by Solterra,
and





(c)           the
directors and officers of Hague shall resign and be replaced with the designees
of Solterra..





2.5           CONVERSION
SHARES.  The following table sets forth the ownership of Solterra’s
outstanding 41,250,000 shares and number of Conversion Shares to be received by
each Solterra stockholder at Closing.




Name
                      
                      #
      of
                        Solterra
      Shares
                      
                      
                      #
      of
                        Conversion
      SharesStephen
      Squires
                      
                      
                      36,600,000
                      
                      
                      
                      36,600,000Phoenix
      Alliance Corp.
                      
                      
                      3,000,000
                      
                      
                      
                      3,000,000Steven
      Morse
                      
                      
                      190,000
                      
                      
                      
                      190,000Lester
      Morse
                      
                      
                      190,000
                      
                      
                      
                      190,000Adrienne
      Grody
                      
                      
                      20,000
                      
                      
                      
                      20,000Barry
      Laughren
                      
                      
                      500,000
                      
                      
                      
                      500,000Brian
      Lukian
                      
                      
                      750,000
                      
                      
                      
                      750,000











Solterra has granted or intends to
grant Options to its officers and directors Options in connection with entering
into employment contracts and contracts for services of directors. In the event
these contracts are entered into prior to closing, then each Solterra Option
granted shall become an Option to purchase Hague Common Stock on the same terms
and conditions specified therein.





2.6           TAX
CONSEQUENCES.  For federal income tax purposes, the Exchange is
intended to constitute a reorganization within the meaning of Section 368 of the
Code or a tax-free exchange under Section 351 of the Code.  The
Parties to this Agreement hereby adopt this Agreement as a "Plan of
Reorganization" within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the
United States Treasury Regulations.





2.7           ACCOUNTING
TREATMENT.  For accounting purposes, the Exchange is intended to be
treated as a "pooling of interests."





2.8           FINANCING.  This
Transaction and the Exchange contemplated herein is conditioned upon the
following events being satisfied prior to closing:





(i)  Hague
currently has authorized 100,000,000 shares of Common Stock, $.001 par value, of
which 64,400,000 shares of its Common Stock are issued and outstanding and are
held by “Hague Existing Shareholders.” In connection with the closing of this
Transaction, 41,250,000 shares shall be issued as Conversion Shares to the
Solterra shareholders. Simultaneously with this Transaction, Hague shall
complete the sale of its Convertible Debentures and it shall raise $1,500,000
(the “Initial Financing”). Hague shall also arrange for the completion of an
equity financing of $3,500,000 (the “Subsequent Financing”). It is agreed that
prior to or simultaneously with the Closing, the Hague Existing Shareholders
shall reduce their stockholdings from 64,400,000 shares to 24,400,000 shares. It
is also agreed that the conversion features of the Debentures and the number of
shares to be issued in connection with the Subsequent Financing shall not exceed
9,350,000 shares in the aggregate and that prior to closing, Solterra must be
satisfied with the definitive conversion and other terms of the Debentures and
the terms and post closing likelihood of success of the Subsequent
Financing.




(ii)  Hague
Existing Shareholders holding at least 20,000,000 shares of Common Stock shall
execute an irrevocable proxy granting Stephen Squires the right to vote such
proxy at all stockholder meetings until the shares are sold or transferred to
unrelated third parties in an arms-length transaction.




(iii)  The
24,400,000 shares to be retained by the Hague Existing Shareholders has been
agreed to by the parties on the basis that Hague shall successfully raise
$3,500,000 from the Subsequent Financing on or before January 30, 2009 (the
“Subsequent Financing Termination Date”), it being understood that time is of
the essence.  In the event that the Subsequent Financing is not
completed in its entirety, then 70% of the 24,400,000 shares held by Hague
Existing Shareholders shall be subject to a pro rata forfeiture to the extent
that less than $3,500,000 of the Subsequent Financing is completed. For example,
if $1,750,000 is raised on or before the Subsequent Financing Termination Date,
then 8,540,000 shares held by the Hague Existing Shareholders shall be submitted
for and shall be cancelled. (24,400,000 x .7 = 17,080,000 x 50% =
8,540,000.).  Prior to Closing, Solterra shall receive agreements
satisfactory to it from Hague Existing Shareholders sufficient to implement the
provisions of this paragraph.






8








2.9           MERGER
SUBSIDIARY.  In the event that it is determined by Solterra prior to
closing that the Exchange Transaction may not tax free to all parties without a
merger taking place, then Hague Corporation shall form a Delaware merger sub
into which Solterra shall be merged with Solterra as the surviving corporation.
In this event, Solterra’s Certificate of Incorporation and By-Laws shall become
the surviving corporation’s Certificate of Incorporation and By-Laws. In
addition, promptly after closing, an appropriate Merger Certificate shall be
filed in the State of Delaware and the Merger shall become effective upon the
filing of said Merger Certificate with the Secretary of State of the State of
Delaware.





ARTICLE
III




REPRESENTATIONS
AND WARRANTIES BY THE SOLTERRA SHAREHOLDERS




The
Solterra Shareholders severally represent and warrant as follows:




3.1           Organization
and Authority .  If
such Solterra Shareholder is not an individual, such Solterra Shareholder is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or formation.  Such Solterra
Shareholder has full power, authority and legal capacity to execute and deliver
the Transaction Documents to which such Solterra Shareholder is a party and to
perform such Solterra Shareholder’s obligations thereunder.  If such
Solterra Shareholder is not an individual, the execution and delivery by such
Solterra Shareholder of each Transaction Document to which it is a party and the
performance by such Solterra Shareholder of the Transactions have been duly
approved by the board of directors or comparable governing body of such Solterra
Shareholder and, if required by Law, the equity holders of such Solterra
Shareholder.  This Agreement constitutes the valid and legally binding
obligation of such Solterra Shareholder, enforceable against such Solterra
Shareholder in accordance with the terms of this Agreement.  Upon the
execution and delivery by such Solterra Shareholder of each Transaction Document
to which such Solterra Shareholder is a party, such Transaction Document will
constitute the valid and legally binding obligation of such Solterra
Shareholder, enforceable against such Solterra Shareholder in accordance with
the terms of such Transaction Document.




3.2           Share
Ownership .  Each
Solterra Shareholder owns of record and beneficially the number of shares of
outstanding common stock set forth in Section 2.5, free and clear of any
Encumbrance or restriction on transfer (other than any restriction under any
securities law).  Each Solterra Shareholder is not a party to: (a) any
convertible debt instrument, option, warrant, purchase right, right of first
refusal, call, put or other Contract (other than this Agreement) that could
require such Solterra Shareholder to sell, transfer or otherwise dispose of any
securities of Solterra or (b) any voting trust, proxy or other Contract relating
to the voting of any securities of Solterra.




3.3           No
Brokers’ Fees .  Each
Solterra Shareholder has no Liability for any fee, commission or payment to any
broker, finder, consultant or agent with respect to the Transactions to be
performed on or before the Closing Date.




3.4           Investment
Intent.  Each Solterra Shareholder is acquiring the Conversion
Shares of Hague hereunder for its own account and not with a view to
distribution of such shares in violation of the Securities Act.  Each
Solterra Shareholder, either alone or together with its Advisors, if any, have
such knowledge and experience in financial, tax, and business matters, and, in
particular, investments in securities, so as to enable the Solterra Shareholders
to utilize the information made available to them in connection with its due
diligence of Hague to evaluate the merits and risks of an investment in the
Conversion Shares of Hague and to make an informed investment decision with
respect thereto.








9





Each Solterra Shareholder is acquiring
the Conversion Shares of Hague solely for his own account for investment and not
with a view to resale or distribution thereof, in whole or in
part.  Each Solterra Shareholder has no agreement or arrangement,
formal or informal, with any person to sell or transfer all or any of the
Conversion Shares of Hague and each Solterra Shareholder has no plans to enter
into any such agreement or arrangement.





3.5           Accredited
Investors. EACH SOLTERRA SHAREHOLDER IS AN “ACCREDITED INVESTOR,” AS THAT TERM
IS DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED UNDER THE SECURITIES
ACT.  IF THE SOLTERRA SHAREHOLDER IS A NATURAL PERSON, SUCH INDIVIDUAL
(I) IS A CITIZEN OR RESIDENT OF THE COUNTRY SET FORTH AS HIS PERMANENT ADDRESS
BELOW, (II) IS AT LEAST 21 YEARS OF AGE, (III) HAS ADEQUATE MEANS OF PROVIDING
FOR HIS CURRENT NEEDS AND PERSONAL CONTINGENCIES, (IV) HAS NO NEED FOR LIQUIDITY
IN HIS STOCK CONSIDERATION, AND (V) MAINTAINS HIS DOMICILE (AND IS NOT A
TRANSIENT OR TEMPORARY RESIDENT) AT THE ADDRESS SHOWN HEREIN.  EACH
SOLTERRA SHAREHOLDER REPRESENTS AND WARRANTS TO THE COMPANY THAT, AS AN
ACCREDITED INVESTOR, HE, SHE OR IT IS ONE OF THE FOLLOWING:




A.  AN INDIVIDUAL WHOSE
INDIVIDUAL NET WORTH, OR JOINT NET WORTH WITH THAT INDIVIDUAL’S SPOUSE, EXCEEDS
$1,000,000;





B.  AN INDIVIDUAL WHO HAD AN
INDIVIDUAL INCOME IN EXCESS OF $200,000 IN THE LAST TWO TAX YEARS OR WHO HAD
JOINT INCOME WITH THAT INDIVIDUAL’S SPOUSE IN EXCESS OF $300,000 IN EACH OF
THOSE YEARS AND WHO REASONABLY EXPECTS TO HAVE THAT INCOME LEVEL IN THE CURRENT
TAX YEAR;





C.  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, AS AMENDED (THE
“EXCHANGE
ACT”); 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 “1940
ACT”) OR A BUSINESS DEVELOPMENT COMPANY AS DEFINED IN SECTION 2(A)(48) OF
THE 1940 ACT; A SMALL BUSINESS INVESTMENT COMPANY LICENSED BY THE U.S. SMALL
BUSINESS INVESTMENT ACT OF 1958; OR AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING
OF TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 (“ERISA”), WHICH IS
EITHER A BANK, SAVINGS AND LOAN ASSOCIATION, INSURANCE COMPANY OR REGISTERED
INVESTMENT ADVISER, 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;





D.  A PRIVATE BUSINESS
DEVELOPMENT COMPANY AS DEFINED IN SECTION 202(A)(22) OF THE INVESTMENT ADVISERS
ACT OF 1940;





E.  AN ORGANIZATION DESCRIBED
IN SECTION 501(C)(3) OF THE INTERNAL REVENUE CODE, A 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;





F.  A 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 RULE 506(B)(2)(II) UNDER THE SECURITIES ACT;





G.  AN INDIVIDUAL WHO IS A
DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY; OR





H.  AN ENTITY IN WHICH ALL OF
THE EQUITY OWNERS ARE ACCREDITED INVESTORS.








10





ARTICLE
IV




REPRESENTATIONS
AND WARRANTIES REGARDING HAGUE




Hague and
its subsidiaries, if any, (collectively herein referred to as “Company”)
represents and warrants as follows:




4.1  Organization,
Qualification and Corporate Power .  Schedule 4.1 sets
forth each Company’s jurisdiction of incorporation, the other jurisdictions in
which it is qualified to do business, and its directors and
officers.  Each Company is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction of
incorporation.  Each Company is duly qualified to do business and is
in good standing under the laws of each jurisdiction where such qualification is
required.  Each Company has full corporate power and authority to
conduct the businesses in which it is engaged, to own and use the properties and
assets that it purports to own or use and to perform its
obligations.  Hague has delivered to Solterra correct and complete
copies of the Organizational Documents of each Company.  No Company is
in violation of any of its Organizational Documents.  The minute
books, the stock certificate books and the stock ledger of each Company, in each
case as delivered or made available to the Solterra, are correct and
complete.




4.2           Capitalization .  Prior
to closing, Hague has no outstanding Common Stock options, warrants, convertible
debt or preferred stock except for the securities described in Section 2.8.
Schedule 4.2 accurately describes the authorized capital stock of each company,
the outstanding shares of each class of stock and the ownership of each
outstanding share. Copies of all minutes and agreements have been provided to
Solterra demonstrating compliance with the terms contained in Section 2.8.
Except as listed in Schedule 4.2, Hague has no subsidiaries, and there are no
outstanding securities convertible or exchangeable into capital stock of Hague
or any options, warrants, purchase rights, subscription rights, preemptive
rights, conversion rights, exchange rights, calls, puts, rights of first refusal
or other Contracts that could require Hague to issue, sell or otherwise cause to
become outstanding or to acquire, repurchase or redeem the equity of
Hague.  There is no outstanding stock appreciation, phantom stock,
profit participation or similar rights with respect to Hague.  Hague
has not violated any securities Law in connection with the offer, sale or
issuance of any of its capital stock or other equity or debt
securities.  There are no voting trusts, proxies or other Contracts
relating to the voting of the capital stock of Hague.




4.3           Authority .  Hague
has full corporate power and authority to execute and deliver this Agreement and
to perform its obligations hereunder.  The execution, delivery and
performance of this Agreement by Hague have been duly authorized by all
requisite corporate action on its part.  This Agreement constitutes
the valid and legally binding obligation of Hague, enforceable against Hague in
accordance with the terms of this Agreement.




4.4           No
Conflicts .  Neither
the execution and delivery of this Agreement nor the performance of the
Transactions will, directly or indirectly, with or without notice or lapse of
time:  (i) violate any Law to which any Company or any asset owned or
used by any Company is subject; (ii) violate any Permit of any Company or give
any Governmental Body the right to terminate, revoke, suspend or modify any
Permit of any Company; (iii) violate any Organizational Document of any Company;
(iv) violate, conflict with, result in a breach of, constitute a default under,
result in the acceleration of or give any Person the right to accelerate the
maturity or performance of, or to cancel, terminate, modify or exercise any
remedy under, any Contract to which any Company is a party or by which any
Company is bound or to which any asset of any Company is subject or under which
any Company has any rights or the performance of which is guaranteed by any
Company; (v) cause any Company to have any Liability for any Tax; or (vi) result
in the imposition of any Encumbrance upon any asset owned or used by any
Company.  No Company needs to notify, make any filing with, or obtain
any Consent of any Person in order to perform the Transactions.




4.5           Financial
Statements






11




(a)           Attached
to Schedule 4.5
are the following financial statements (collectively, the “Financial Statements”)
including the following:  (i) unaudited balance sheet of the Company
as of March 31, 2008 and statements of income and changes in cash flow for the
period January 1, 2008 through June 30, 2008, together with the notes thereto;
and (ii) an unaudited, consolidated balance sheet (the “Interim Balance Sheet”) of the
Company as of the most recent date practicable.  The Financial
Statements have been prepared in accordance with GAAP, applied on a consistent
basis throughout the periods covered thereby, and present fairly the financial
condition of the Company as of and for their respective dates; provided, however, that the
interim financial statements above are subject to normal, recurring year-end
adjustments (which will not be, individually or in the aggregate, materially
adverse) and lack notes (which, if presented, would not differ materially from
the notes accompanying the June 30, 2008 Balance Sheet).




(b)           Each
Company’s books and records (including all financial records, business records,
customer lists, and records pertaining to products or services delivered to
customers) (i) are complete and correct in all material respects and all
transactions to which such Company is or has been a party are accurately
reflected therein in all material respects on an accrual basis, (ii) reflect all
discounts, returns and allowances granted by such Company with respect to the
periods covered thereby, (iii) have been maintained in accordance with customary
and sound business practices in such Company’s industry, (iv) form the basis for
the Financial Statements and (v) reflect in all material respects the assets,
liabilities, financial position, results of operations and cash flows of such
Company on an accrual basis.  All computer-generated reports and other
computer output included in such Company’s books and records are complete and
correct in all material respects and were prepared in accordance with sound
business practices based upon authentic data.  Such Company’s
management information systems are adequate for the preservation of relevant
information and the preparation of accurate reports.




4.6           Absence
of Certain Changes .  Except
as set forth on Schedule 4.6, since
the Balance Sheet Date:




(a)           no
Company has sold, leased, transferred or assigned any asset, other than for fair
consideration in the ordinary course of business;




(b)           no
Company has experienced any damage, destruction or loss (whether or not covered
by insurance) to its property or assets in excess of $1,000;




(c)           no
Company has entered into any Contract (or series of related Contracts) involving
the payment or receipt of more than $1,000 or that cannot be terminated without
penalty on less than six months notice and no Person has accelerated,
terminated, modified or canceled any Contract (or series of related Contracts)
involving more than $1,000 to which any Company is a party or by which any of
them or any of their assets is bound;




(d)           no
Encumbrance (other than any Permitted Encumbrance) has been imposed upon any
asset of any Company;




(e)           no
Company has made any capital expenditure (or series of related capital
expenditures) involving more than $1,000 or made any capital investment in, any
loan to, or any acquisition of the securities or assets of, any other Person (or
series of related capital investments, loans or acquisitions) involving more
than $1,000;




(f)           no
Company has issued, created, incurred or assumed any Indebtedness (or series of
related Indebtedness) involving more than $1,000 in the aggregate or delayed or
postponed the payment of accounts payable or other Liabilities beyond the
original due date;




(g)           no
Company has canceled, compromised, waived or released any right or claim (or
series of related rights or claims) or any Indebtedness (or series of related
Indebtedness) owed to it, in any case involving more than $1,000;




(h)           no
Company has issued, sold or otherwise disposed of any of its Capital Stock, or
granted any options, warrants or other rights to acquire (including upon
conversion, exchange or exercise) any of its Capital Stock or declared, set
aside, made or paid any dividend or distribution with respect to its Capital
Stock (whether in cash or in kind) or redeemed, purchased or otherwise acquired
any Capital Stock of any Company or amended any of its Organizational
Documents;




(i)           no
Company has (i) conducted its businesses outside the ordinary course of business
consistent with past practices, (ii) made any loan to, or entered into any other
transaction with, any of its directors, officers or employees on terms that
would not have resulted from an arms-length transaction, (iii) entered into any
employment Contract or modified the terms of any existing employment Contract,
(iv) granted any increase in the base compensation of any of its directors,
officers or, except in the ordinary course of business, employees or (v)
adopted, amended, modified or terminated any Employee Benefit Plan or other
Contract for the benefit of any of its directors, officers or
employees;




(j)           no
Company has (i) made or rescinded a material Tax election affecting any Company,
(ii) settled any Tax Liability affecting any Company, (iii) filed any Tax Return
of any Company, or (iv) made a material change in any fiscal or Tax method of
accounting or accounting practice used by any Company except as required by law
(which change in method of accounting or accounting practice is not disclosed in
writing to the Solterra);




(k)           there
has not been any Proceeding commenced nor, to the Knowledge of any Company,
threatened or anticipated relating to or affecting any Company or its businesses
or any asset owned or used by it;




(l)           there
has not been (i) any loss of any material customer, distribution channel, sales
location or source of supply of raw materials, Inventory, utilities or contract
services or the receipt of any notice that such a loss may be pending, (ii) any
occurrence, event or incident related to any Company outside of the ordinary
course of business or (iii) any material adverse change in the businesses,
operations, properties, prospects, assets, Liabilities or condition (financial
or otherwise) of any Company and no event has occurred or circumstance exists
that may result in any such material adverse change; and








12






(m)           no
Company has agreed or committed to any of the foregoing.




4.7           No
Undisclosed Liabilities .  Except
as set forth on Schedule 4.7, no
Company has any Liability (and no basis exists for any Liability), except for
(i) Liabilities under executory Contracts that are either listed on Schedule 4.7 or are
not required to be listed thereon, excluding Liabilities for any breach of any
executory Contract, (ii) Liabilities to the extent reflected or reserved against
on the Interim Balance Sheet and (iii) current Liabilities incurred in the
ordinary course of business since the Interim Balance Sheet Date (none of which
results from, arises out of, relates to, is in the nature of, or was caused by
any breach of Contract, breach of warranty, tort, infringement or violation of
Law).




4.8           Title
to and Sufficiency of Assets .  The
Companies have good and marketable title to, or a valid leasehold interest in,
every property or asset used by any of them, located on any of their premises,
purported to be owned by any of them, or shown on the Interim Balance Sheet or
acquired by any Company after the Interim Balance Sheet Date (the “Assets”),
free and clear of any Encumbrances except Permitted Encumbrances, except for
properties and assets disposed of in the ordinary course of business consistent
with past practices since the Interim Balance Sheet Date.  The Assets
include all tangible and intangible property and assets necessary for the
continued conduct of the Companies’ businesses after the Closing in the same
manner as conducted prior to the Closing.




4.9           Tangible
Personal Property; Condition of Assets .  Schedule 4.9 lists
all plant property, machinery, equipment, parts, tools, fixtures, furniture,
office equipment, computer hardware, supplies, motor vehicles, and other items
of tangible personal property (other than Inventory) (the “Tangible Personal
Property”), if any, that has a net book value in excess of $5,000.  To
Hague’s Knowledge, the buildings, plants, structures, Tangible Personal Property
and other tangible assets that are owned or leased by any Company are
structurally sound, free from material defects, in good operating condition and
repair and adequate for the uses to which they are being put.  To
Hague’s Knowledge, none of such buildings, plants, structures, Tangible Personal
Property or other tangible assets is in need of maintenance or repairs, except
for ordinary, routine maintenance and repairs that are not material in nature or
cost to such building, plant, structure, Tangible Personal Property or other
tangible asset.  All of the tangible assets owned or leased by any
Company are located on the Real Property.




4.10                      Accounts
Receivable .  All
Accounts Receivable represent or will represent valid obligations arising from
products and/or services actually sold by the Companies in the ordinary course
of business.  Unless paid prior to the Closing Date, the Accounts
Receivable are and will be as of the Closing Date current and collectible in
accordance with their terms net of the respective reserves shown on the Balance
Sheet, the Interim Balance Sheet and the accounting records of the Companies as
of the Closing Date, respectively.  The foregoing reserves are or will
be adequate and calculated consistent with past practices.  There is
no contest, claim, or right to set-off, other than returns in the ordinary
course of business, under any Contract with any obligor of an Account Receivable
relating to the amount or validity of such Account Receivable.  Schedule 4.10
contains a list of all Accounts Receivable as of the Interim Balance Sheet Date,
which list sets forth the aging of such Accounts Receivable.




4.11                      Inventory . The
Inventory, which includes work in progress inventory and finished goods
inventory, consists of a quality and quantity usable for its intended purpose
and salable in the ordinary course of business consistent with past practices,
except for slow-moving and obsolete items and items of below-standard quality,
all of which have been written off or written down to net realizable value on
the accounting records of the Companies.  All Inventory not written
off has been valued at the lower of cost or market value.  The
quantities of each type of Inventory are reasonable in the present circumstances
of each Company and are not materially more or less than normal Inventory levels
necessary to conduct the businesses of each Company in the ordinary course
consistent with past practices.  All of the Inventory is located at
the Companies’ facilities.








13




4.12                      Real
Property .




(a)           Schedule4.12 lists
all of the real property and interests therein owned by any Company (with all
easements and other rights appurtenant to such property, the “Owned Real Property”) and,
relative to each such property or interest, the Company that owns
it.  Except as set forth on Schedule 4.12(a), the
Companies have good and marketable fee simple title to the Owned Real Property,
free and clear of any Encumbrances, except Permitted Encumbrances.  No
Company is a lessor of any parcel of Owned Real Property or any portion thereof
or interest therein.




(b)  Schedule 4.12(b) lists all of
the real property and interests therein leased, subleased or otherwise occupied
or used by any Company (with all easements and other rights appurtenant to such
property, the “Leased Real
Property”).  For each item of Leased Real Property, Schedule 4.12(b) also lists
the lessor, the lessee, the lease term, the lease rate, and the lease, sublease,
or other Contract pursuant to which the applicable Company holds a possessory
interest in the Leased Real Property and all amendments, renewals, or extensions
thereto (each, a “Lease”).  Except as
set forth on Schedule
4.12(b), the
leasehold interest of a Company with respect to each item of Leased Real
Property is free and clear of any Encumbrances, except Permitted
Encumbrances.  No Company is a sublessor of, or has assigned any lease
covering, any item of Leased Real Property.  Leasing commissions or
other brokerage fees due from or payable by any Company with respect to any
Lease have been paid in full.




(c)  The Owned
Real Property and the Leased Real Property (collectively, the “Real Property”) constitute all
interests in real property currently used in connection with the businesses of
the Companies.  The Real Property is not subject to any rights of way,
building use restrictions, title exceptions, variances, reservations or
limitations of any kind or nature, except (i) those that in the aggregate do not
impair the current use, occupancy, value or marketability of title to the Real
Property, (ii) as set forth in Schedule 4.12(c) and (iii)
with respect to each item of Leased Real Property, as set forth in the Lease
relating to such item.  All buildings, plants, structures and other
improvements owned or used by any Company lie wholly within the boundaries of
the Real Property and do not encroach upon the property, or otherwise conflict
with the property rights, of any other Person.  Except as set forth in
Schedule 4.12(c), the Real
Property complies with all Laws, including zoning requirements, and no Company
has received any notifications from any Governmental Body or insurance company
recommending improvements to the Real Property or any other actions relative to
the Real Property.  Hague has delivered to Solterra a copy of each
deed and other instrument (as recorded) by which any Company acquired any Real
Property and a copy of each title insurance policy, opinion, abstract, survey
and appraisal relating to any Real Property.  No Company is a party to
or bound by any Contract (including any option) for the purchase or sale of any
real estate interest or any Contract for the lease to or from any Company of any
real estate interest not currently in possession of any Company.




4.13                      Contracts .




(a)           Schedule
4.13 lists the following Contracts to which any Company is a party or by which
any Company is bound or to which any asset of any Company is subject or under
which any Company has any rights or the performance of which is guaranteed by
any Company (collectively, with the Leases, Licenses and Insurance Policies,
the”Material Contracts”): (i) each
Contract (or series of related Contracts) that involves delivery or receipt of
products or services of an amount or value in excess of $1,000 or that involves
expenditures or receipts in excess of $1,000; (ii) each lease, rental or
occupancy agreement, license, installment and conditional sale agreement, and
other Contract affecting the ownership of, leasing of, title to, use of, or any
leasehold or other interest in, any real or personal property (except personal
property leases and installment and conditional sales agreements having a value
per item or aggregate payments of less than $1,000 and with terms of less than
one year), including each Lease and License; (iii) each licensing agreement or
other Contract with respect to Intellectual Property, including any agreement
with any current or former employee, consultant or contractor regarding the
appropriation or non-disclosure of any Intellectual Property; (iv) each
collective bargaining agreement and other Contract to or with any labor union or
other employee representative of a group of employees; (v) each joint venture,
partnership or Contract involving a sharing of profits, losses, costs or
Liabilities with any other Person; (vi) each Contract containing any covenant
that purports to restrict the business activity of any Company or limit the
freedom of any Company to engage in any line of business or to compete with any
Person; (vii) each Contract providing for payments to or by any Person based on
sales, purchases or profits, other than direct payments for goods; (viii) each
power of attorney; (ix) each Contract entered into other than in the ordinary
course of business that contains or provides for an express undertaking by any
Company to be responsible for consequential, incidental or punitive damages; (x)
each Contract (or series of related Contracts) for capital expenditures in
excess of $1,000; (xi) each written warranty, guaranty or other similar
undertaking with respect to contractual performance other than in the ordinary
course of business; (xii) each Contract for Indebtedness; (xiii) each employment
or consulting Contract; (xiv) each Contract to which Hague or any Related Person
of Hague is a party or otherwise has any rights, obligations or interests; and
(xv) each Contract not terminable without penalty on less than one month
notice.




(b)           Hague
has delivered to Solterra a correct and complete copy of each written Material
Contract and a written summary setting forth the terms and conditions of each
other Material Contract.  Each Material Contract, with respect to the
Companies, is legal, valid, binding, enforceable, in full force and effect and
will continue to be so on identical terms following the Closing
Date.  Each Material Contract, with respect to the other parties to
such Material Contract, to the Knowledge of any Company, is legal, valid,
binding, enforceable, in full force and effect and will continue to be so on
identical terms following the Closing Date.  No Company is in breach
or default, and no event has occurred that with notice or lapse of time would
constitute a breach or default, or permit termination, modification or
acceleration, under any Material Contract.  To the Knowledge of any
Company, no other party is in breach or default, and no event has occurred that
with notice or lapse of time would constitute a breach or default, or permit
termination, modification or acceleration, under any Material
Contract.  No party to any Material Contract has repudiated any
provision of any Material Contract.








14




4.14                      Intellectual
Property .




(a)           Each
Company owns or has the right to use all Intellectual Property necessary or
prudent for the operation of the business of such Company as presently
conducted.  Each item of Intellectual Property owned, licensed or used
by any Company immediately prior to the Closing will be owned, licensed or
available for use by such Company on identical terms and conditions immediately
following the Closing.  Each Company has taken all necessary and
prudent action to maintain and protect each item of Intellectual Property that
it owns, licenses or uses.  Each item of Intellectual Property owned,
licensed or used by any Company is valid and enforceable and otherwise fully
complies with all Laws applicable to the enforceability thereof.




(b)           No
Company has violated or infringed upon or otherwise come into conflict with any
Intellectual Property of third parties, and no Company has received any notice
alleging any such violation, infringement or other conflict.  To the
Knowledge of any Company, no third party has infringed upon or otherwise come
into conflict with any Intellectual Property of any Company.




(c)           Schedule 4.14
identifies each patent or registration (including copyright, trademark and
servicemark) that has been issued to any Company (whether active and in force or
abandoned, lapsed, canceled or expired) with respect to any of its Intellectual
Property, identifies each patent application or application for registration
(whether pending, abandoned, lapsed, canceled or expired) that any Company has
made with respect to any of its Intellectual Property, and identifies each
license, agreement or other permission that any Company has granted to any third
party (whether active and in force or terminated, canceled or expired) with
respect to any of its Intellectual Property.  Hague has delivered to
Solterra correct and complete copies of all such patents, registrations,
applications, licenses, agreements and permissions (or, if oral, written
summaries thereof) and have made available to Solterra correct and complete
copies of all other written documentation evidencing ownership and prosecution
(if applicable) of each such item.  Schedule 4.14 also
identifies each trade name or unregistered trademark or service mark owned by
any Company and each proprietary manufacturing process.  With respect
to each item of Intellectual Property required to be identified in Schedule 4.14 and
except as expressly set forth on Schedule
4.14:  (i) the Companies possess all right, title and interest
in and to the item, free and clear of any Encumbrance; (ii) the item is not
subject to any Order; (i) no Proceeding is pending or, to the Knowledge of any
Company, is threatened or anticipated that challenges the legality, validity,
enforceability, use or ownership of the item; and (iii) no Company has agreed to
indemnify any Person for or against any interference, infringement,
misappropriation or other conflict with respect to the item.




(d)  Schedule 4.14(d) identifies
each item of Intellectual Property that any Person other than a Company owns and
that any Company uses pursuant to license, agreement or permission (a “License”).  With
respect to each item of Intellectual Property required to be identified in Schedule 4.14(d):  (i)
to the Knowledge of any Company, such item is not subject to any Order; (ii) to
the Knowledge of any Company, no Proceeding is pending or is threatened or
anticipated that challenges the legality, validity or enforceability of such
item; and (iii) no Company has granted any sublicense or similar right with
respect to the License relating to such item.




4.15                      Tax .




(a)           Each
Company has timely filed with the appropriate Governmental Body all Tax Returns
that such Company is required to have filed.  All Tax Returns filed by
each Company are true, correct and complete in all respects.  All
Taxes owed (or to be remitted) by any Company (whether or not shown on any Tax
Return) have been paid to the proper Governmental Body.  No claim has
been made by any Governmental Body in a jurisdiction where any Company does not
file Tax Returns that such Company is or may be subject to the payment,
collection or remittance of any Tax of that jurisdiction or is otherwise subject
to taxation by that jurisdiction.  There are no Encumbrances on any of
the assets of the Companies that arose in connection with, or otherwise relate
to, any failure (or alleged failure) to pay any Tax.  Schedule 4.15 (i)
contains a list of all states, territories and other jurisdictions (whether
domestic or foreign) in which any Company has filed a Tax Return at any time
during the six-year period ending on the date hereof, (ii) identifies those Tax
Returns that have been audited, (iii) identifies those Tax Returns that
currently are the subject of audit, (iv) lists all rulings and similar
determinations with respect to Taxes requested or received by any Company
relating to any Company, (v) identifies those Tax Returns that are due to be
filed within 90 days after the date hereof and (vi) contains a complete and
accurate description of all material elections relating to Taxes that were made
by or on behalf of any Company.  Hague has delivered or made available
to Solterra true, correct and complete copies of all Tax Returns filed by, and
all examination reports, and statements of deficiencies assessed against or
agreed to by, any Company during the six-year period ending on the date
hereof.








15




(b)           Each
Company has withheld or collected, and paid to the proper Governmental Body, all
Taxes required to have been withheld or collected and remitted, and complied
with all information reporting and back-up withholding requirements, and has
maintained all required records with respect thereto, in connection with amounts
paid or owing to any employee, customer, creditor, stockholder, independent
contractor, or other third party.




(c)           There
is no basis for any Governmental Body to assess any additional Taxes for any
period for which Tax Returns have been filed.  There is no dispute or
claim concerning any Liability for Taxes paid, collected or remitted by any
Company either (i) claimed or raised by any Governmental Body in writing or (ii)
as to which has Knowledge.




(d)           No
Company has waived any statute or period of limitations with respect to any Tax
or agreed, or been requested by any Governmental Body to agree, to any extension
of time with respect to any Tax.  No extension of time within which to
file any Tax Return of any Company has been requested, granted or currently is
in effect.




(e)  No
Company has filed a consent under Code § 341(f), as in effect prior to the
Jobs and Growth Tax Reconciliation Act of 2003, concerning collapsible
corporations.  No Company has made any payments, is obligated to make
any payments, or is a party to any agreement that under certain circumstances
could obligate it to make any payments that will not be deductible under Code
§ 280G or Code § 162(m).  No Company has been a United
States real property holding corporation within the meaning of Code
§ 897(c)(2) during the applicable period specified in Code
§ 897(c)(1)(A)(ii).  Each Company has disclosed on its federal
income Tax Returns all positions taken therein that could give rise to a
substantial understatement of federal income Tax within the meaning of Code
§ 6662. No Company is a party to any Tax allocation, sharing, reimbursement
or similar agreement.  No Company has been a member of any “affiliated
group” as defined in Code § 1504(a) (or any similar group defined under a
similar provision of state, local or foreign Law) filing a consolidated federal,
state, local or foreign income Tax Return (other than a group the common parent
of which was Hague).  No Company has any Liability for Taxes of any
Person (other than any Company) under Treasury Regulation § 1.1502-6 (or
any similar provision of any other Law), as a transferee or successor, by
Contract, or otherwise.  No Company has participated in an
international boycott within the meaning of Code § 999.  No
Company has agreed, or is required to make, any adjustments under Code
§ 481(a) by reason of a change in method of accounting or
otherwise.  No asset of any Company (i) is property required to be
treated as being owned by another Person pursuant to the provisions of
§ 168(f)(8) of the Internal Revenue Code of 1954, as amended and in effect
immediately prior to the enactment of the Tax Reform Act of 1986, or (ii)
constitutes “tax-exempt use property” or “tax-exempt bond financed property”
within the meaning of Code § 168.  No Company has been a
“distributing company” within the meaning of Code § 355(c)(2) with respect
to a transaction described in Code § 355 within the six-year period ending
on the date hereof.  No Company has made, or is bound by, any election
under Code § 197 or 1361.




(f)  The
unpaid Taxes of the Companies (i) did not, as of the Interim Balance Sheet Date,
exceed the reserve for Liability for Taxes (rather than any reserve for deferred
Taxes established to reflect timing differences between book and Tax income) set
forth on the face of the Interim Balance Sheet (rather than in any notes
thereto) and (ii) will not exceed that reserve as adjusted for the passage of
time through the Closing Date in accordance with the past custom and practice of
the Companies in filing their Tax Returns.




(g)  No
Company has, directly or indirectly, participated in any transaction (including,
the transactions contemplated by this Agreement) that would constitute (i) a
“reportable transaction” or “listed transaction” as defined in Treasury
Regulation § 1.6011-4 or (ii) a “tax shelter” as defined in Code § 6111 and the
Treasury Regulations thereunder.




(h)  The
execution and delivery of this Agreement and the performance of the Transactions
will not cause Solterra or any Company to have any Liability for any
Tax.




4.16                      Legal
Compliance .  Except
as set forth on Schedule 4.16, each
Company is, and since its incorporation has been, in compliance in all material
respects with all applicable Laws and Permits.  Except as set forth on
Schedule, no
Proceeding is pending, nor has been filed or commenced, against any Company
alleging any failure to comply with any applicable Law or Permit.  No
event has occurred or circumstance exists that (with or without notice or lapse
of time) may constitute or result in a violation by any Company of any Law or
Permit.  No Company has received any notice or other communication
from any Person regarding any actual, alleged or potential violation by any
Company of any Law or Permit or any cancellation, termination or failure to
renew any Permit held by any Company.  Schedule 4.16
contains a complete and accurate list of each Permit held by any Company or that
otherwise relates to the business of, or any asset owned or used by, any
Company.  Each listed Permit is valid and in full force and
effect.  Each listed Permit is renewable for no more than a nominal
fee and, to the Knowledge of any Company, there is no reason why such Permit
will not be renewed.  The Permits listed on Schedule4.16
constitute all of the Permits necessary to allow each Company to lawfully
conduct and operate its businesses as currently conducted and operated and to
own and use its assets as currently owned and used.






16




4.17                      Litigation .  There
is no Proceeding pending or, to the Knowledge of any Company, threatened or
anticipated relating to or affecting (i) any Company or its businesses or any
asset owned or used by it or (ii) the Transactions.  To the Knowledge
of any Company, no event has occurred or circumstance exists that would
reasonably be expected to give rise to or serve as a basis for the commencement
of any such Proceeding.  Also, there is no outstanding Order to which
any Company or any asset owned or used by it is subject.




4.18                      Product
and Service Warranties .  Each
product manufactured, sold, leased or delivered and each service provided by any
Company has been in conformity with all applicable contractual commitments and
all express and implied warranties.  No Company has had any Liability
(and there is no basis for any present or future Proceeding against any Company
that could give rise to any Liability) for replacement or repair of any such
product or service or other damages in connection therewith, subject only to any
reserve for warranty claims set forth on the face of the Interim Balance Sheet
(rather than in any notes thereto) as adjusted for the passage of time in
accordance with the past custom and practice of the Companies.  No
product manufactured, sold, leased or delivered or any service provided by any
Company is subject to any guaranty, warranty or indemnity beyond the applicable
standard terms and conditions of sale or lease.  Attached to Schedule 4.18 are
copies of the standard terms and conditions of sale or lease for each of the
Companies (containing applicable guaranty, warranty and indemnity provisions,
products and/or services).  No Company has had any Liability (and
there is no basis for any present or future Proceeding against any Company that
could give rise to any Liability) arising out of any injury to any individual or
property as a result of the ownership, possession or use of any product
manufactured, sold, leased or delivered or any service provided by any
Company.




4.19                      Environmental .  Except
as set forth on Schedule 4.19, each
Company has complied and is in compliance with all Environmental
Laws.  Each Company has obtained and complied with, and is in
compliance with, all Permits that are required pursuant to any Environmental Law
for the occupation of its facilities and the operation of its
businesses.  All such required Permits are set forth on Schedule
4.19.  No Company has received any written or oral notice,
report or other information regarding any actual or alleged violation of any
Environmental Law, or any Liabilities or potential Liabilities, including any
investigatory, remedial or corrective obligations, relating to it or its
facilities arising under any Environmental Law.  Except as set forth
on Schedule
4.19, none of the following exists at any property or facility currently
owned or operated by any Company and none of the following existed at any
property or facility previously owned or operated by any Company at or before
the time the Company ceased to own or operate such property or
facility:  (i) underground storage tanks, (ii) asbestos-containing
material in any form or condition, (iii) materials or equipment containing
polychlorinated biphenyls, or (iv) landfills, surface impoundments or disposal
areas.  No Company has treated, stored, disposed of, arranged for or
permitted the disposal of, transported, handled or released any substance,
including any Hazardous Substance, or owned or operated any property or facility
(and no such property or facility is contaminated by any Hazardous Substance) in
a manner that has given or would give rise to any Liability, including any
Liability for response costs, corrective action costs, personal injury, property
damage, natural resources damages or attorney fees, pursuant to any
Environmental Law.  Neither this Agreement nor the Transactions will
result in any Liability for site investigation or cleanup, or notification to or
Consent of any Person, pursuant to any “transaction-triggered” or “responsible
property transfer” Environmental Laws.  No Company has, either
expressly or by operation of law, assumed or undertaken any Liability, including
any obligation for corrective or remedial action, of any other Person relating
to any Environmental Law.  No facts, events or conditions relating to
the past or present facilities, properties or operations of any Company will
prevent, hinder or limit continued compliance with any Environmental Law, give
rise to any investigatory, remedial or corrective obligations pursuant to any
Environmental Law, or give rise to any other Liabilities pursuant to any
Environmental Law, including any relating to onsite or offsite releases or
threatened releases of hazardous materials, substances or wastes, personal
injury, property damage or natural resources damage.




4.20                      Employees .Schedule 4.20 sets
forth the name, job title, current rate of direct compensation,date of commencement of
employment, any change in compensation since January 1, 2008 and sick and
vacation leave that is accrued and unused with respect to each Active Employee
whose rate of direct compensation (including wages, salaries and actual or
anticipated bonuses), plus the annual value of other benefits not made available
to the applicable Company’s other employees generally, either exceeded $5,000
during the previous calendar year or is reasonably likely to exceed $5,000
during the current calendar year (determined, for such purposes, without regard
to the Transactions).  No Company is or has been a party to or bound
by any collective bargaining agreement.  No Company has experienced
any strike, slowdown, picketing, work stoppage, employee grievance process,
claim of unfair labor practice or other collective bargaining
dispute.  There is no lockout of any employees by any Company, and no
such action is contemplated by any Company.  No Company has committed
any unfair labor practice.  To the Knowledge of any Company, (i) no
event has occurred or circumstance exists that could provide the basis for any
work stoppage or other labor dispute and (ii) there is no organizational effort
presently being made or threatened by or on behalf of any labor union with
respect to employees of any Company.  To the Knowledge of any Company,
no employee, officer or director of any Company is a party to or bound by any
agreement that (iii) could adversely affect the performance of his or her duties
as an employee, officer or director other than for the benefit of the Companies,
(iv) could adversely affect the ability of any Company to conduct its
businesses, (v) restricts or limits in any way the scope or type of work in
which he or she may be engaged other than for the benefit of the Companies or
(vi) requires him or her to transfer, assign or disclose information concerning
his or her work to anyone other than any Company.  To the Knowledge of
any Company, no employee of any Company has any plans to terminate employment
with any Company.






17




4.21                      Employee
Benefits






(a)           Schedule 4.21 lists
each Employee Benefit Plan that any Company maintains or to which any Company
contributes, has any obligation to contribute or has any other
Liability.




(i)  Each such
Employee Benefit Plan (and each related trust, insurance contract, or fund)
complies in form and in operation in all respects with the applicable
requirements of ERISA, the Code and other applicable Laws.




(ii)  All
required reports and descriptions (including Form 5500 Annual Reports, summary
annual reports, PBGC-1s and summary plan descriptions) have been timely filed
and distributed appropriately with respect to each such Employee Benefit
Plan.  The requirements of COBRA have been met with respect to each
such Employee Benefit Plan that is an Employee Welfare Benefit
Plan.




(iii)  All
contributions (including all employer contributions and employee salary
reduction contributions) that are due have been paid to each such Employee
Benefit Plan that is an Employee Pension Benefit Plan and all contributions for
any period ending on or before the Closing Date that are not yet due have been
paid to each such Employee Pension Benefit Plan or accrued in accordance with
the past custom and practice of the Companies.  All premiums or other
payments for all periods ending on or before the Closing Date have been paid
with respect to each such Employee Benefit Plan that is an Employee Welfare
Benefit Plan.




(iv)  Each such
Employee Benefit Plan that is an Employee Pension Benefit Plan meets the
requirements of a “qualified plan” under Code § 401(a), has received a
favorable determination letter from the IRS that it is such a “qualified plan,”
and, to the Knowledge of any Company, there are no facts or circumstances that
could result in the revocation of such determination letter.




(v)  The
market value of assets under each such Employee Benefit Plan that is an Employee
Pension Benefit Plan (other than any Multiemployer Plan) equals or exceeds the
present value of all vested and nonvested Liabilities thereunder determined in
accordance with PBGC methods, factors, and assumptions applicable to an Employee
Pension Benefit Plan terminating under the standard termination procedures of
ERISA § 4041 on the date for determination.




(vi)  No
Company has any commitment, intention or understanding to modify or terminate
any such Employee Benefit Plan.




(vii)  The
execution of the Transaction Documents and the performance of the Transactions
will not constitute a triggering event under any such Employee Benefit Plan that
(either alone or upon the occurrence of any additional or subsequent event) will
or may result in any payment, “parachute payment” (as defined in Code
§ 280G), acceleration, vesting or increase in benefits to any employee,
former employee or director of any Company.




(viii)  Hague has
delivered to Solterra correct and complete copies of the plan documents and
summary plan descriptions, the most recent determination letter received from
the IRS, the Form 5500 Annual Reports and non-discrimination testing results for
the two most recent plan years, and all related trust agreements, insurance
contracts and other funding agreements that implement each such Employee Benefit
Plan.








18




(b)           With
respect to each Employee Benefit Plan that any Company (or any entity treated as
a single employer with any Company for purposes of Code § 414) maintains or
has maintained or to which any of them contributes, has contributed, or has been
required to contribute or had any Liability:




(ix)  No such
Employee Benefit Plan that is an Employee Pension Benefit Plan has been
completely or partially terminated or been the subject of a “reportable event”
(as defined in ERISA § 4043) as to which notices would be required to be
filed with the PBGC.  No Proceeding by the PBGC to terminate any such
Employee Pension Benefit Plan has been commenced or, to the Knowledge of any
Company, is threatened or anticipated.




(x)  There has
been no “prohibited transaction” (as defined in ERISA § 406 or Code
§ 4975) with respect to any such Employee Benefit Plan.  No
“fiduciary” (as defined in ERISA § 3(21)) has any Liability for breach of
fiduciary duty or any other failure to act or comply in connection with the
administration or investment of the assets of any such Employee Benefit
Plan.  No Proceeding with respect to the administration or the
investment of the assets of any such Employee Benefit Plan (other than routine
claims for benefits) is pending or, to the Knowledge of any Company, threatened
or anticipated.  To the Knowledge of any Company, there is no basis
for any such Proceeding.  There are no pending, or to the Knowledge of
any Company, threatened or anticipated claims with respect to any such Employee
Benefit Plan other than routine claims for benefits.




(xi)  No
Company has incurred and, to the Knowledge of any Company, no Company is
reasonably likely to incur any Liability to the PBGC (other than PBGC premium
payments) or otherwise under Title IV of ERISA (including any withdrawal
liability as defined in ERISA § 4201) or under the Code with respect to any
such Employee Benefit Plan that is an Employee Pension Benefit
Plan.




(c)           No
Company or any other member of the “controlled group” (as defined in Code
§ 1563) that includes any Company contributes, has contributed, has been
required to contribute, or as a result of the Transactions will be required to
contribute to any Multiemployer Plan or has any Liability (including withdrawal
liability as defined in ERISA § 4201) under any Multiemployer
Plan.  No Company maintains or has maintained or contributes, has
contributed, has been required to contribute, or as a result of the Transactions
will be required to contribute to any Employee Welfare Benefit Plan providing
medical, health, or life insurance or other welfare-type benefits for current or
future retired or terminated employees, their spouses or their dependents (other
than in accordance with COBRA).




4.22                      Transactions
with Related Persons .  Except
as set forth in Schedule 4.22, for
the past five years, neither any shareholder, officer, director or employee of
any Company nor any Related Person of any the foregoing has (i) owned any
interest in any asset used in the business of any Company, (ii) been involved in
any business or transaction with any Company or (iii) engaged in competition
with any Company.  Except as set forth in Schedule 4.22,
neither any shareholder, officer, director or employee of any Company nor any
Related Person of any of the foregoing (iv) is a party to any Contract with, or
has any claim or right against, any Company or (v) has any Indebtedness owing to
any Company.  Except as set forth in Schedule 4.22, no
Company (vi) has any claim or right against any shareholder, officer, director
or employee of any Company or any Related Person of any of the foregoing or
(vii) has any Indebtedness owing to any shareholder, officer, director or
employee of any Company or any Related Person of any of the
foregoing.






19




4.23                      Insurance .  Schedule 4.23 sets
forth the following information with respect to each insurance policy
(collectively, the “Insurance
Policies”) to which any Company is a party, a named insured, covered or
otherwise the beneficiary of coverage:  the name of the insurer, the
policy number, the name of the policyholder, the period of coverage, and the
amount of coverage.  Hague has delivered to Solterra true and complete
copies of each Insurance Policy and each pending application of any Company for
any insurance policy.  All premiums relating to the Insurance Policies
have been timely paid.  Schedule 4.23
describes any self-insurance arrangements affecting any Company.  Each
Company has been covered during the past ten years or such lesser period that it
has been in business by insurance in scope and amount customary and reasonable
for the businesses in which it has engaged during such period and in compliance
with all applicable laws.  The Companies are in compliance with all
obligations relating to insurance created by Law or any Contract to which any
Company is a party.  The Companies have delivered or made available to
Solterra copies of loss runs and outstanding claims as of a recent date with
respect to each Insurance Policy.




4.24                      No
Brokers’ Fees .  No
Company has any Liability for any fee, commission or payment to any broker,
finder, consultant or agent with respect to the Transactions.




4.25                      Disclosure .  To
the Knowledge of any Company, there is no impending change in any Company’s
business, competitors, relations with employees, suppliers or customers, or in
any Laws affecting any Company’s businesses that (i) has not been disclosed in
the Schedules to the representations and warranties in this Article IV and (ii)
has resulted in or is reasonably likely to result in any Material Adverse
Effect.




ARTICLE
V




REPRESENTATIONS
AND WARRANTIES OF SOLTERRA




Solterra
represents and warrants to Hague as follows:




5.1           Organization
and Authority .  Solterra
is a newly formed corporation and is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation and it has
not conducted any substantial business operation since its formation in May
2008, other than entering into a licensing contract with William Marsh Rice
University.  Solterra has full corporate power and authority to
execute and deliver the Transaction Documents to which it is a party and to
perform its obligations thereunder. The execution and delivery by Solterra of
each Transaction Document to which Solterra is a party and the performance by
Solterra of the Transactions have been duly approved by all requisite corporate
action of Solterra.  This Agreement constitutes the valid and legally
binding obligation of Solterra, enforceable against Solterra in accordance with
the terms of this Agreement.  Upon the execution and delivery by
Solterra of each Transaction Document to which Solterra is a party, such
Transaction Document will constitute the valid and legally binding obligation of
Solterra, enforceable against Solterra in accordance with the terms of such
Transaction Document.




5.2           No
Conflicts .  Neither
the execution and delivery of this Agreement nor the performance of the
Transactions will, directly or indirectly, with or without notice or lapse of
time:  (i) violate any Law to which Solterra is subject; (ii) violate
any Organizational Document of Solterra; or (iii)  violate, conflict
with, result in a breach of, constitute a default under, result in the
acceleration of or give any Person the right to accelerate the maturity or
performance of, or to cancel, terminate, modify or exercise any remedy under,
any Contract to which Solterra is a party or by which Solterra is bound or the
performance of which is guaranteed by Solterra.  Other than HSR Act
filings to the extent applicable, Solterra need not notify, make any filing
with, or obtain any Consent of, any Person in order to perform the
Transactions.




5.3           Litigation .  There
is no Proceeding pending or, to the Knowledge of Solterra, threatened or
anticipated against Solterra relating to or affecting the
Transactions.








20




5.4           No
Brokers’ Fees .  Solterra
has no Liability for any fee, commission or payment to any broker, finder or
agent with respect to the Transactions for which any party could be liable,
except that advisory fees are being paid by Solterra pursuant to Section
5.7.




5.5           Investment
Intent .  Solterra’s
Shareholders are each acquiring Hague’s Capital Stock for its own account and
not with a view to distribution of such Shares in violation of the Securities
Act.




5.6           Share
Ownership.Immediately prior to the date hereof, all of the
issued and outstanding shares of the common stock of Solterra are as described
in Section 2.5.  To the best of Solterra’s knowledge, none of said
shares are subject to any liens or encumbrances.  There are no
outstanding options, warrants, notes or other convertible instruments to
purchase additional shares of Solterra, except as described in Schedule
5.6.




5.7           Advisory Fee
Agreement.  Phoenix Alliance Corp. has been acting as a
financial consultant to Solterra since its inception, as an adviser to Stephen
Squires before Solterra’s inception and as a founder of Solterra. Phoenix
Alliance will receive cash compensation from Solterra for its services rendered
both pre-incorporation and post incorporation.




ARTICLE
VI


PRE-CLOSING
COVENANTS




The
Parties agree as follows with respect to the period between the date hereof and
the Closing.




6.1           Best
Efforts .  Each
Party will use its best efforts to take all actions necessary, proper or
advisable in order to perform the Transactions (including satisfaction, but not
waiver, of the closing conditions set forth in Article VII).




6.2  Approvals
and Consents .  As
promptly as practicable after the date hereof, each Party will make all filings
required by Law to be made by them in order to perform the Transactions
contemplated to be performed on or before the Closing Date, including all
applicable HSR Act filings.  Each Party will cooperate with the other
Parties and their respective Representatives with respect to all filings that
such other Parties make in connection with the Transactions. As promptly as
practicable after the date hereof, each party will solicit all required board,
stockholder and other applicable consents.  Each party will use its
best efforts and will cooperate in all reasonable respects with each party, to
obtain all such Consents; provided, however, that such
cooperation will not include any requirement to pay any consideration, to agree
to any undertaking or modification to a contract or permit or to offer or grant
any financial accommodation not required by the terms of such contract or
permit.




6.3           Operation
of Business .  Hague
will:  (a) conduct the business of each Company only in the ordinary
course of business; (b) use their best efforts to maintain the businesses,
properties, physical facilities and operations of each Company, preserve intact
the current business organization of each Company, keep available the services
of the current officers, employees and agents of each Company, and maintain the
relations and goodwill with suppliers, customers, lessors, licensors, lenders,
creditors, employees, agents and others having business relationships with any
Company; (c) confer with Solterra concerning matters of a material nature with
respect to Hague; (d) confer with the Solterra with respect to, and provide the
Solterra with copies of, Tax Returns before filing and refrain from making any
material new election with respect to Taxes; and (e) deliver to the Solterra
monthly financial statements of the Companies as they become available to Hague
and otherwise report periodically to the Solterra concerning the status of the
businesses, operations and finances of each Company.








21




6.4           Full
Access .  Hague
will: (a) permit the Solterra and its Representatives to have full access to all
premises, properties, personnel (including the opportunity to discuss the
affairs of the Companies with such personnel), books, records, Contracts,
documents and data of or pertaining to each Company, (b) furnish Solterra and
its Representatives with copies of all such books, records, Tax Returns,
Contracts, documents and data as Solterra may reasonably request, (c) furnish
Solterra and its Representatives with such additional financial, operating, and
other data and information (including compilations and analyses thereof) as
Solterra may reasonably request and (d) afford Solterra and its Representatives
full access to perform appropriate environmental inspections on all Real
Property.




6.5           Notice
of Developments .  Hague
will immediately notify Solterra in writing of (a) any fact or condition
existing prior to or on the date hereof that constitutes a breach of any
representation or warranty of any party to this Agreement and (b) any fact or
condition developing after the date hereof that would constitute a breach of any
representation or warranty of any parties to this Agreement if such
representation or warranty were made on the date of the occurrence or discovery
of such fact or condition.




6.6           Exclusivity .  Hague
agrees that it will not, and will cause its Representatives, each Company, and
each Company’s Representatives not to, directly or indirectly:  (a)
solicit, initiate or encourage any inquiry, proposal, offer or contact from any
Person (other than Solterra and its Affiliates and Representatives) relating to
any transaction involving the sale of any equity interest or assets (other than
the sale of Inventory in the ordinary course of business) of any Company or any
acquisition, divestiture, merger, share exchange, consolidation, business
combination, recapitalization, redemption, financing or similar transaction
involving any Company (in each case, an “Acquisition Proposal”); or
(b) participate in any discussion or negotiation regarding, furnish any
information with respect to, assist or participate in, or facilitate in any
other manner any Acquisition Proposal.  If any Person makes an
Acquisition Proposal, the parties will immediately notify Solterra of such
Acquisition Proposal and all related details.




6.7           Confidentiality,
Press Releases and Public Announcements .  Each
Party will, and will cause its respective Representatives to, maintain in
confidence all information received from another Party, a company or a
Representative of another Party or a company in connection with this Agreement
or the Transactions (including the existence and terms of this Agreement and the
Transactions) and use such information solely to evaluate the Transactions,
unless (a) such information is already known to the receiving Party or its
Representatives, (b) such information is subsequently disclosed to the receiving
Party or its Representatives by a third party that, to the Knowledge of the
receiving Party, is not bound by a duty of confidentiality, (c)_ such
information becomes publicly available through no fault of the receiving Party,
(d) the receiving Party in good faith believes that the use of such information
is necessary or appropriate in making any filing or obtaining any Consent
required for the performance of the Transactions (in which case the receiving
Party will use its best efforts to advise the other Parties prior to making the
disclosure) or (e) the receiving Party in good faith believes that the
furnishing or use of such information is required by or necessary or appropriate
in connection with any Proceeding, Law or any listing or trading agreement
concerning its publicly-traded securities (in which case the receiving Party
will use its best efforts to advise the other Parties prior to making the
disclosure).  No Party will issue any press release or make any public
announcement relating to the subject matter of this Agreement without the prior
written approval of Solterra provided, however, that any
Party may make any public disclosure it believes in good faith is required by
Law or any listing or trading agreement concerning its publicly-traded
securities (in which case such Party will use its best efforts to advise the
other Parties prior to making the disclosure).  The parties will
consult with each other concerning the means by which any employee, customer or
supplier of any Company or any other Person having any business relationship
with any Company will be informed of the Transactions, and Solterra will have
the right to be present for any such communication.




6.8           Closing Balance
Sheet.No later than three Business Days prior to the Closing
Date, Hague will deliver to Solterra a good faith, written estimate of its
Closing Balance Sheet (“Closing
Balance Sheet”), together with supporting work papers and any other
related documentation requested by Solterra.







22




ARTICLE
VII




CLOSING
CONDITIONS




7.1           Conditions
to Solterra’s Obligations .  Solterra’s
obligation to perform the Transactions contemplated to be performed on or before
the Closing Date is subject to satisfaction, or written waiver by Solterra, of
each of the following conditions:




(a)  (i) all
of the representations and warranties of Hague in Article IV must have been
accurate in all material respects as of the date hereof and must be accurate in
all material respects as if made on the Closing Date, (ii) Hague must have
performed and complied with all of its covenants and agreements in this
Agreement to be performed prior to or at the Closing and (iii) Hague must
deliver to Solterra at the Closing a certificate, in form and substance
reasonably satisfactory to Solterra, confirming satisfaction, with respect to
Hague of the conditions in clauses (i) and (ii) above; provided, however, that such
certificate, for purposes of the obligations under Article X, will certify that
all of the representations and warranties of Hague in Article IV are accurate in
all respects as if made on the Closing Date;




(b)  each of
the following documents must have been delivered to Solterra and dated as of the
Closing Date (unless otherwise indicated):




(i)  Hague’s
Conversion Shares shall be delivered at closing or promptly thereafter in the
name of each Solterra Shareholder in the amount required by Section 2.5;




(ii)  the
minute books and capital ledger of Hague and each subsidiary;




(iii)  resignations
and general releases signed by each Hague officer and director in form
satisfactory to Solterra and the elections of a new Board of Directors
satisfactory to the Solterra shareholders’ Representative;




(iv)  Good
Standing Certificates of Hague and each subsidiary, if any;




(v)  Draft of
Form 8-K in compliance with applicable securities laws;




(vi)  all
consents to the Transactions shall be obtained by Hague in form and substance
reasonably satisfactory to Solterra; and




(vii)  such
other documents as Solterra may reasonably request for the purpose of (A)
evidencing the accuracy of the Hague’s representations and warranties, (B)
evidencing Hague’s performance of, and compliance with, any covenant or
agreement required to be performed or complied with by Hague; and.




(c)           since
the date hereof, there must not have been an event that has caused a Material
Adverse Effect or could reasonably be expected to result in a Material Adverse
Effect;




(d)           there
must not be any Proceeding pending or threatened against Solterra or any of its
Affiliates that (i) challenges or seeks damages or other relief in connection
with any of the Transactions or (ii) may have the effect of preventing,
delaying, making illegal or interfering with any of the
Transactions;




(e)           the
performance of the Transactions must not, directly or indirectly, with or
without notice or lapse of time, violate any Law;




(f)           Hague
is a clean shell without any liabilities as of the Closing Date;




(g)           the
completion of the financing described in Article II, Section 2.8;




(h)           Satisfaction
by Solterra Shareholder Representative that the Exchange will be tax-free under
the Code; and




(i)           Hague
is current with all reports required to be filed under the Securities Exchange
Act of 1934, as amended.




23










7.2           Conditions
to Hague’s Obligations .  Hague’s
obligations to perform the Transactions contemplated to be performed on or
before the Closing Date are subject to satisfaction, or written waiver by Hague
of the following conditions:




(a)           (i)           all
of the representations and warranties of Solterra in this Agreement must have
been accurate in all material respects as of the date hereof and must be
accurate in all material respects as if made on the Closing Date, (ii) Solterra
must have performed and complied with all of its covenants and agreements in
this Agreement to be performed prior to or at the Closing, and (iii) Solterra
must deliver to Hague at the Closing a certificate, in form and substance
reasonably satisfactory to Hague, confirming satisfaction of the conditions in
clauses (i) and (ii) above; provided, however, that such
certificate, for purposes of the obligations under Article X, will certify that
all of the representations and warranties of Solterra in this Agreement are
accurate in all respects as if made on the Closing Date;




ARTICLE
VIII




TERMINATION




8.1           Termination
Events .  This
Agreement may, by written notice given to the non-terminating Parties prior to
the Closing, be terminated:




(a)           by
(i) Solterra, if any representation or warranty made by Hague is inaccurate in
any material respect or Hague has breached any covenant or agreement in this
Agreement in any material respect;




(b)           By
Hague, if any representation or warranty made by Solterra or any Solterra
Shareholder is inaccurate in any respect or Solterra or any Solterra Shareholder
has breached any material covenant or agreement in this Agreement in any
material respect; or




(c)  by mutual
consent of the parties.




8.2           Effect
of Termination .  If
this Agreement is terminated pursuant to Section 8.2, all further obligations of
the Parties under this Agreement will terminate; provided, however, that the
obligations in Section 6.7 (confidentiality) and Article XI (miscellaneous) will
survive the termination.  Nothing contained herein will release any
Party from any Liability for any breach of any representation, warranty,
covenant or agreement in this Agreement.




ARTICLE
IX




POST-CLOSING
COVENANTS




The
Parties agree as follows with respect to the period following the
Closing:




9.1           Litigation
Support .  If
any Party is evaluating, pursuing, contesting or defending against any
Proceeding in connection with (a) any Transaction or (b) any fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act, or transaction on or prior to the Closing Date
involving any Party, then upon the request of such party, each other Party will
cooperate with the requesting Party and its counsel in the evaluation, pursuit,
contest or defense, make available its personnel, and provide such testimony and
access to its books and records as may be necessary in connection therewith. The
requesting Party will reimburse each other Party for its out-of-pocket expenses
related to such cooperation (unless the requesting Party is entitled to
indemnification hereunder.






24




9.2           Transition .  No
Party will take any action that is designed or intended to have the effect of
discouraging any lessor, lessee, employee, Governmental Body, licensor,
licensee, customer, supplier or other business associate of any Company from
maintaining the same relationships with the Parties after the Closing as it
maintained with the Parties prior to the Closing.  Each Party will
refer all inquiries relating to the businesses of the Parties to Solterra from
and after the Closing.




9.3           Confidentiality .  Each
Party will, and will cause its Affiliates and Representatives to, maintain the
confidentiality of the Confidential Information at all times, and will not,
directly or indirectly, use any Confidential Information for its own benefit or
for the benefit of any other Person or reveal or disclose any Confidential
Information to any Person other than authorized Representatives of Solterra,
except in connection with this Agreement or with the prior written consent of
Solterra.  The covenants in this Section 9.3 will not apply to
Confidential Information that (a) is or becomes available to the general public
through no breach of this Agreement by such party or any of its Affiliates or
Representatives or, to the Knowledge of such party, breach by any other Person
of a duty of confidentiality to Solterra or (b) such party is required to
disclose by applicable Law; provided, however, that such party will notify
Solterra in writing of such required disclosure as much in advance as
practicable in the circumstances and cooperate with Solterra to limit the scope
of such disclosure.  At any time that Solterra may request, each party
will, and will cause its Affiliates and Representatives to, turn over or return
to Solterra all Confidential Information in any form (including all copies and
reproductions thereof) in their possession or control.









ARTICLE
X




INDEMNIFICATION




10.1                      Indemnification .  After
the Closing and subject to the terms and conditions of this Article
X:




(a)           Gregory
Chapman, (the “Indemnifying Party”) will indemnify and hold harmless Solterra,
and their respective Affiliates and Representatives from, and pay and reimburse
Solterra, and their respective Affiliates and Representatives for, all Losses,
directly or indirectly, relating to or arising from: (i) any breach or
inaccuracy, or any allegation of any third party that, if true, would be a
breach or inaccuracy, of any representation or warranty made by Hague in Article
IV or in the Closing Balance Sheet as described in Section 6.8; (ii) any breach
or inaccuracy, or any allegation of any third party that, if true, would be a
breach or inaccuracy, of the certificate delivered by Hague pursuant to Section
7.1; or (iii) any breach of any covenant or agreement of Hague in this
Agreement.




10.2                      Survival
and Time Limitations .  All
representations, warranties, covenants and agreements of the parties in this
Agreement or any other certificate or document delivered pursuant to this
Agreement will survive the Closing and will last for a period of three
years.




10.3                      Limitations
on Indemnification




.  The
Indemnifying Party will have no Liability with respect to the matters described
in Section 10.1 until the total of all Losses with respect to such matters
exceeds $10,000 (the “Basket”), at which point the
Indemnifying Party will be obligated to indemnify for all Losses, to the extent
the Losses exceed the amount of the Basket.




10.4                      Third-Party
Claims .




(a)           If
a third party commences a lawsuit or arbitration (a “Third-Party Claim”) against
any Person (the “Indemnified
Party”) with respect to any matter that the Indemnified Party might make
a claim for indemnification against the Indemnifying Party under this
Article X, then the Indemnified Party must notify the Indemnifying Party in
writing of the existence of such Third-Party Claim and must deliver copies of
any documents served on the Indemnified Party with respect to the Third-Party
Claim; provided, however, that any
failure to notify the Indemnifying Party or deliver copies will not relieve the
Indemnifying Party from any obligation hereunder unless (and then solely to the
extent) the Indemnifying Party is materially prejudiced by such
failure.




(b)           Upon
receipt of the notice described in Section (a), the Indemnifying Party will have
the right to defend the Indemnified Party against the Third-Party Claim with
counsel reasonably satisfactory to the Indemnified Party so long as
(i)  within ten days after receipt of such notice, the Indemnifying
Party notifies the Indemnified Party in writing that the Indemnifying Party
will, subject to the limitations contained herein, indemnify the Indemnified
Party from and against any Losses the Indemnified Party may incur relating to or
arising out of the Third-Party Claim, (ii) the Indemnifying Party provides the
Indemnified Party with evidence reasonably acceptable to the Indemnified Party
that the Indemnifying Party will have the financial resources to defend against
the Third-Party Claim and fulfill its indemnification obligations hereunder,
(iii) the Indemnifying Party is not a party to the Proceeding or the Indemnified
Party has determined in good faith that there would be no conflict of interest
or other inappropriate matter associated with joint representation, (iv) the
Third-Party Claim does not involve, and is not likely to involve, any claim by
any Governmental Body, (v) the Third-Party Claim involves only money damages and
does not seek an injunction or other equitable relief, (vi) settlement of, or an
adverse judgment with respect to, the Third-Party Claim is not, in the good
faith judgment of the Indemnified Party, likely to establish a precedential
custom or practice adverse to the continuing business interests of the
Indemnified Party, (vii) the Indemnifying Party conducts the defense of the
Third-Party Claim actively and diligently and (viii) the Indemnifying Party
keeps the Indemnified Party apprised of all developments, including settlement
offers, with respect to the Third-Party Claim and permits the Indemnified Party
to participate in the defense of the Third-Party Claim.








25




(c)           So
long as the Indemnifying Party is conducting the defense of the Third-Party
Claim (i) the Indemnifying Party will not be responsible for any attorneys’ fees
incurred by the Indemnified Party regarding the Third-Party Claim (other than
attorneys’ fees incurred prior to the Indemnifying Party’s assumption of the
defense and (ii) neither the Indemnified Party nor the Indemnifying Party will
consent to the entry of any judgment or enter into any settlement with respect
to the Third-Party Claim without the prior written consent of the other party,
which consent will not be withheld unreasonably.  If the Indemnified
Party desires to consent to the entry of judgment with respect to or to settle a
Third-Party Claim but the Indemnifying Party refuses, then the Indemnifying
Party will be responsible for all Losses with respect to such Third-Party Claim,
without giving effect to the Basket.




(d)  If any
condition herein is or becomes unsatisfied, (i) the Indemnified Party may defend
against, and consent to the entry of any judgment or enter into any settlement
with respect to, the Third-Party Claim in any manner it may deem appropriate
(and the Indemnified Party need not consult with, or obtain any consent from,
the Indemnifying Party in connection therewith), (ii) the Indemnifying Party
will reimburse the Indemnified Party promptly and periodically (but no less
often than monthly) for the costs of defending against the Third-Party Claim,
including attorneys’ fees and expenses, and (iii) the Indemnifying Party will
remain responsible for any Losses the Indemnified Party may incur relating to or
arising out of the Third-Party Claim to the fullest extent provided in this
Article X.




10.5                      Other
Indemnification Matters .  Any
claim for indemnification under this Article X must be asserted by providing
written notice to the other parties specifying the factual basis of the claim in
reasonable detail to the extent then known by the Person asserting the
claim.  The right to indemnification will not be affected by any
investigation conducted with respect to, or any Knowledge acquired (or capable
of being acquired) at any time, whether before or after the date hereof, with
respect to any representation, warranty, covenant or agreement in this
Agreement.  THE
INDEMNIFICATION PROVISIONS IN THIS ARTICLE X WILL BE ENFORCEABLE REGARDLESS OF
WHETHER ANY PERSON ALLEGES OR PROVES THE SOLE, CONCURRENT, CONTRIBUTORY OR
COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING INDEMNIFICATION OR ITS AFFILIATES,
OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING
INDEMNIFICATION OR ITS AFFILIATES.THE WAIVER OF ANY
CONDITION BASED ON THE ACCURACY OF ANY REPRESENTATION OR WARRANTY, OR ON THE
PERFORMANCE OF OR COMPLIANCE WITH ANY COVENANT OR AGREEMENT, WILL NOT AFFECT THE
RIGHT TO INDEMNIFICATION, PAYMENT OF DAMAGES, OR OTHER REMEDY BASED ON ANY SUCH
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT.  If any party
liquidates or dissolves at any time when any Liability of such party with
respect to this Article X may thereafter arise or be determined, then at the
time of such liquidation or dissolution, such party will cause its shareholders,
members, partners or other equity holders or distributees of such party’s
assets, as the case may be, to take such assets subject to such Liabilities
ratably in proportion to the assets received; provided, however, that the
failure on behalf of any party to comply with the covenant set forth in this
sentence will in no way reduce such party’s obligations in this
Agreement.




10.5                      Exclusive
Remedy . After
the Closing, this Article X will provide the exclusive legal remedy for the
matters covered by this Article X, except for claims based upon
fraud.  This Article X will not affect any remedy any Party may have
under this Agreement prior to the Closing or upon termination of this Agreement
or any equitable remedy available to any Party.








26







ARTICLE
XI




MISCELLANEOUS




11.1                      Further
Assurances .  Each
Party agrees to furnish upon request to any other Party such further
information, to execute and deliver to any other Party such other documents, and
to do such other acts and things, all as any other Party may reasonably request
for the purpose of carrying out the intent of the Transaction
Documents.




11.2                      No
Third-Party Beneficiaries .  This
Agreement does not confer any rights or remedies upon any Person other than the
Parties and their respective successors and permitted assigns and, as expressly
set forth in this Agreement, any Indemnified Party.




11.3                      Entire
Agreement .  The
Transaction Documents constitute the entire agreement among the Parties with
respect to the subject matter of the Transaction Documents and supersede all
prior agreements (whether written or oral and whether express or implied) among
any Parties to the extent related to the subject matter of the Transaction
Documents (including any letter of intent or confidentiality
agreement).




11.4                      Successors
and Assign .  This Agreement will be binding
upon and inure to the benefit of the Parties and their respective successors and
permitted assigns.  No party may assign, delegate or otherwise
transfer (whether by operation of law or otherwise) any of such party’s rights,
interests or obligations in this Agreement without the prior written approval of
the other party.





11.5                      Counterparts .  This
Agreement may be executed by the Parties in multiple counterparts and shall be
effective as of the date set forth above when each Party shall have executed and
delivered a counterpart hereof, whether or not the same counterpart is executed
and delivered by each Party.  When so executed and delivered, each
such counterpart shall be deemed an original and all such counterparts shall be
deemed one and the same document.  Transmission of images of signed
signature pages by facsimile, e-mail or other electronic means shall have the
same effect as the delivery of manually signed documents in person.








27




11.6                      Notices .  Any
notice pursuant to this Agreement must be in writing and will be deemed
effectively given to another Party on the earliest of the date (a) three
Business Days after such notice is sent by registered U.S. mail, return receipt
requested, (b) one Business Day after receipt of confirmation if such notice is
sent by facsimile, (c)one Business Day after delivery of such notice into the
custody and control of an overnight courier service for next day delivery, (d)
one Business Day after delivery of such notice in person and (e) such notice is
received by that Party; in each case to the appropriate address below (or to
such other address as a Party may designate by notice to the other
Parties):




If to
Hague:


to the
address specified herein on page 1.


Phone:
204-951-1544








with a
copy to:


Randall
J. Lanham, Esq.


28562 Oso
Parkway


Unit
D


Rancho
Santa Margarita, CA 92688


Phone:  949-858-6773


Fax:
949-858-6773








If to
Solterra:


to the
address specified herein on page 1.


Phone:
___________________


Fax:
______________________








with a
copy to Solterra’s counsel:





Morse
& Morse, PLLC


1400 Old
Country Road, Suite 302


Westbury,
NY 11590


Phone:                        516-487-1446


Fax:                        516-487-1452


Attn:  Steven
Morse, Esq.





If to
Indemnitor:


to the
address(es) specified on page 1.





11.7                      JURISDICTION;
SERVICE OF PROCESS




.  EACH
PARTY (A)  CONSENTS TO THE PERSONAL JURISDICTION OF ANY STATE OR
FEDERAL COURT LOCATED IN NEW YORK CITY (AND ANY CORRESPONDING APPELLATE COURT)
IN ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT, (B)
WAIVES ANY VENUE OR INCONVENIENT FORUM DEFENSE TO ANY PROCEEDING MAINTAINED IN
SUCH COURTS AND (C) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AGREES NOT
TO INITIATE ANY PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION
DOCUMENT IN ANY OTHER COURT OR FORUM.  PROCESS IN ANY SUCH PROCEEDING
MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD.




11.8                      Governing
Law .  This
Agreement will be governed by the laws of the State of Nevada without giving
effect to any choice or conflict of law principles of any
jurisdiction.






28




11.9                      Amendments
and Waivers .  No
amendment of any provision of this Agreement will be valid unless the amendment
is in writing and signed by the Parties.  No waiver of any provision
of this Agreement will be valid unless the waiver is in writing and signed by
the waiving Party.  The failure of a Party at any time to require
performance of any provision of this Agreement will not affect such Party’s
rights at a later time to enforce such provision.  No waiver by any
Party of any breach of this Agreement will be deemed to extend to any other
breach hereunder or affect in any way any rights arising by virtue of any other
breach.




11.10                      Severability .  Any
provision of this Agreement that is determined by any court of competent
jurisdiction to be invalid or unenforceable will not affect the validity or
enforceability of any other provision hereof or the invalid or unenforceable
provision in any other situation or in any other jurisdiction. 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.




11.11                      Expenses .  Each
Party will bear its own share of expenses incurred in connection with the
Transactions contemplated to be performed before or on the Closing
Date.   In the event of termination of this Agreement, the
obligation of each Party to pay its own expenses will be subject to any rights
of such Party arising from a breach of this Agreement by another
Party.




11.12                      Construction .  The
article and section headings in this Agreement are inserted for convenience only
and are not intended to affect the interpretation of this
Agreement.  Any reference in this Agreement to any Article or Section
refers to the corresponding Article or Section of this Agreement.  Any
reference in this Agreement to any Schedule or Exhibit refers to the
corresponding Schedule or Exhibit attached to this Agreement and all such
Schedules and Exhibits are incorporated herein by reference.  The word
“including” in this Agreement means “including without
limitation.”  This Agreement will be construed as if drafted jointly
by the Parties and no presumption or burden of proof will arise favoring or
disfavoring any Party by virtue of the authorship of any provision in this
Agreement.  Unless the context requires otherwise, any reference to
any Law will be deemed also to refer to all amendments and successor provisions
thereto and all rules and regulations promulgated thereunder, in each case as in
effect as of the date hereof and the Closing Date.  All accounting
terms not specifically defined in this Agreement will be construed in accordance
with GAAP as in effect on the date hereof (unless another effective date is
specified herein).  The word “or” in this Agreement is disjunctive but
not necessarily exclusive.  All words in this Agreement will be
construed to be of such gender or number as the circumstances
require.  References in this Agreement to time periods in terms of a
certain number of days mean calendar days unless expressly stated herein to be
Business Days.  In interpreting and enforcing this Agreement, each
representation and warranty will be given independent significance of fact and
will not be deemed superseded or modified by any other such representation or
warranty.




11.13                      Specific
Performance .  Each
Party acknowledges that the other Parties would be damaged irreparably and would
have no adequate remedy of law if any provision of this Agreement is not
performed in accordance with its specific terms or otherwise is
breached.  Accordingly, each Party agrees that the other Parties will
be entitled to an injunction to prevent any breach of any provision of this
Agreement and to enforce specifically any provision of this Agreement, in
addition to any other remedy to which they may be entitled and without having to
prove the inadequacy of any other remedy they may have at law or in equity and
without being required to post bond or other security.




11.14                      Solterra
Shareholders’ Representative .




Each
Solterra Shareholder hereby appoints Stephen B. Squires, as the “Solterra Shareholders’
Representative” as such party’s Agent and attorney-in-fact, with full
power of substitution, for all purposes set forth in this Agreement, including
the full power and authority (i) to perform the Transactions to be performed by
each Solterra Shareholder under this Agreement, (ii) to execute and deliver on
behalf of each Solterra Shareholder any amendment or waiver under this Agreement
and to agree to resolution of all claims hereunder, (iii) to retain legal
counsel and other professional services, in connection with the performance by
the Solterra Shareholders’ Representative of this Agreement and to do each and
every act (including the execution and delivery of the certificates required
herein, if any,) and exercise all rights which each Solterra Shareholder is
permitted or required to do or exercise under this Agreement.  The
power and authority granted hereunder will be exclusive and no Solterra
Shareholder shall be entitled to exercise any right under this Agreement except
through the Solterra Shareholders’ Representative.




11.15                      Disclaimer of Representations and
Warranties.Hague has conducted an independent investigation of the
License Agreement with William Marsh Rice University, (collectively, the
“Investigated Items”).  In making its determination to proceed with
the transactions contemplated by this Agreement, Hague has relied solely upon
the results of such investigation and the representations, warranties,
schedules, covenants and agreements of Solterra that are expressly set forth in
this Agreement.  Such representations and warranties constitute the
sole and exclusive representations and warranties of Solterra in connection with
the transactions contemplated by this Agreement and the Investigated
Items.  Hague understands that the neither Solterra nor either of the
Solterra Shareholders make any representations or warranties with respect to any
projections, forecasts or forward-looking information about Solterra or the
investigated items.  There is no assurance that any projected or
forecasted results will be achieved. EXCEPT AS TO THOSE MATTERS EXPRESSLY
COVERED BY THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT, HAGUE IS
ACCEPTING THE ASSETS AND LIABILITIES OF SOLTERRA ON AN “AS IS, WHERE IS BASIS”,
AND SOLTERRA AND THE SOLTERRA SHAREHOLDERS DISCLAIM ALL OTHER WARRANTIES,
REPRESENTATIONS AND GUARANTIES, WHETHER EXPRESS OR IMPLIED.  SOLTERRA
AND THE SOLTERRA SHAREHOLDERS MAKE NO REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE REGARDING ANY OF THE
ASSETS OF SOLTERRA AND NO IMPLIED WARRANTIES WHATSOEVER.  Without
limiting the generality of the foregoing, Hague is thoroughly familiar with the
assets of Solterra and the Investigated Items and understand that Solterra’s
assets are being indirectly accepted “AS IS.  Hague acknowledges that
neither Solterra, nor the Solterra Shareholders or any of their representatives
has made any representation or warranty, express or implied, as to the accuracy
or completeness of any memoranda, charts, summaries, presentations or schedules
heretofore made available by Solterra.






29






The
Parties have executed and delivered this Agreement of Reorganization as of the
date first written above.




SOLTERRA
      RENEWAL TECHOLOGIES, INC
                
                By
      :______________________________________
                Stephen
      B. Squires, President
              For
      purposes of accepting the appointment as the Solterra Shareholders’
      Representative hereunder
                
                Stephen
      B. SquiresHAGUE,
      CORP.
                
                By
      :______________________________________
                Greg
      Chapman, PresidentSOLTERRA
      SHAREHOLDERS
                
                By
      :______________________________________
                Stephen
      B. SquiresPHOENIX
      ALLIANCE CORP.
                
                By
      :______________________________________
                Andrew
      McKinnon, President:______________________________________
                Steven
      Morse:______________________________________
                Lester
      Morse
                
                :______________________________________
                Adrienne
      Grody
                
                :______________________________________
                Brian
      Lukian
                
                :______________________________________
                Barry
      Laughren
                
                Indemnitor:
                
                Gregory
      Chapman________________________