--------------------------------------------------------------------------------



                            EQUITY PURCHASE AGREEMENT

                                  by and among

                                 EU Energy Inc.,

                                       and

                          CTC Wind Systems Corporation

                          Dated as of December 15, 2005



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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
EXHIBIT INDEX..........................................................................................iii

ARTICLE 1 PURCHASE AND SALE OF EQUITY....................................................................1
   1.1     Purchase and Sale of Equity...................................................................1
   1.2     Place and Date of Closing; Closing Deliveries.................................................1
   1.3     The Purchase Price............................................................................2
   1.4     Payment of Purchase Price.....................................................................2
   1.5     Use of Purchase Price.........................................................................2
   1.6     Shareholders' Agreement.......................................................................2
Article 2         Representations And Warranties Of The Seller...........................................4
   2.1     Shares; Agreements............................................................................4
   2.2     Status........................................................................................4
   2.3     Authority.....................................................................................4
   2.4     Governmental Authorization....................................................................5
   2.5     Non-Contravention.............................................................................5
   2.6     Capitalization; Subsidiaries..................................................................5
   2.7     Changes.......................................................................................5
   2.8     Taxes.........................................................................................7
   2.9     Financial Statements; Solvency; Current Assets................................................7
   2.10    Absence of Undisclosed Liabilities............................................................8
   2.11    Materials Contracts and Agreements............................................................8
   2.12    Litigation....................................................................................9
   2.13    Compliance with Applicable Laws...............................................................9
   2.14    Environmental Compliance; OSHA; MSHA..........................................................9
   2.15    Leases, Other Real Property..................................................................10
   2.16    Intellectual Property........................................................................11
   2.17    Employee Benefit Plans; ERISA................................................................12
   2.18    Labor Matters, etc...........................................................................13
   2.19    Business Relationships.......................................................................13
   2.20    Insurance Policies...........................................................................14
   2.21    Related Party Transactions...................................................................14
   2.22    Brokerage and Financial Advisors.............................................................14
   2.23    Warranties True and Correct..................................................................14
Article 3         Representations And Warranties Of Buyer...............................................14
   3.1     Status.......................................................................................14
   3.2     Authority....................................................................................15
   3.3     Non-Contravention, Approvals and Consents....................................................15
Article 4         Covenants.............................................................................15
   4.1     Operation of the Business....................................................................15
   4.2     Application for Regulatory Consent and Licenses..............................................16
   4.3     Access to Facilities, Files and Records......................................................16
   4.4     Notice of Proceedings........................................................................17
   4.5     Reasonable Commercial Efforts................................................................17
   4.6     Notification of Certain Matters..............................................................17
   4.7     Expenses.....................................................................................17
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                    <C>
Article 5         Conditions To Closing.................................................................17
   5.1     Conditions to Obligations of Each Party......................................................17
   5.2     Conditions to the Obligations of Seller......................................................18
   5.3     Conditions to Obligations of Buyer...........................................................18
Article 6         Termination...........................................................................20
   6.1     Termination by Mutual Consent................................................................20
   6.2     Termination by Either Seller or Buyers.......................................................20
   6.3     Termination by Seller........................................................................20
   6.4     Termination by Buyer.........................................................................20
   6.5     Effect of Termination and Abandonment........................................................21
Article 7         Indemnification.......................................................................21
   7.1     Survival.....................................................................................21
   7.2     Agreement of Seller to Indemnify.............................................................21
   7.3     Agreement of Buyer to Indemnify..............................................................22
   7.4     Procedures for Indemnification...............................................................22
   7.5     Defense of Third Party Claims................................................................23
   7.6     General Tax Indemnity........................................................................24
   7.7     Limitations..................................................................................24
Article 8         Closing And Due Diligence.............................................................25
   8.1     Closing and Due Diligence....................................................................25
   8.2     Termination due to unsatisfactory Due Diligence..............................................25
Article 9         General Provisions....................................................................26
   9.1     Certain Definitions..........................................................................26
Article 10        Miscellaneous.........................................................................31
   10.1    Entire Agreement; No Third Party Beneficiaries...............................................31
   10.2    Amendments; Waiver...........................................................................31
   10.3    Assignment...................................................................................31
   10.4    Notices......................................................................................32
   10.5    Governing Law; Dispute Resolution............................................................32
   10.6    Counterparts.................................................................................34
   10.7    Captions.....................................................................................34
   10.8    Interpretations..............................................................................34
   10.9    Severability.................................................................................34
   10.10   Right to Specific Performance................................................................34
</TABLE>

                                       ii

<PAGE>

                            EQUITY PURCHASE AGREEMENT

      THIS EQUITY PURCHASE  AGREEMENT (this  "Agreement"),  dated as of December
15,  2005,  is  entered  into by and  among  EU  Energy  Incorporated,  a Nevada
corporation ("EU Inc." or "Seller"), and CTC Wind Systems Corporation,  a Nevada
corporation ("CTC" or "Buyer").

                                    RECITALS:

      WHEREAS,  the  Seller  has the  ability  and  approval,  by its  Board  of
Directors and  Shareholder,  to issue [Insert number of shares] shares of common
stock of EU Inc. (the "Shares"),  which  subsequent to being issued,  constitute
[approximately 48%] of all the issued and outstanding shares of capital stock in
EU Inc.;

      WHEREAS,  the  Seller  desires  to sell to  Buyer,  and Buyer  desires  to
purchase  from the Seller,  directly or  indirectly,  all of the Shares upon the
terms and conditions set forth herein;

      WHEREAS,  the Board of  Directors of each of Buyer and Seller has approved
and adopted this Agreement and the transaction  contemplated hereby or will have
adopted by resolution dated concurrent with the date hereof.

                                   AGREEMENT:

      NOW, THEREFORE,  in consideration of the mutual promises and covenants set
forth  herein and for other  good a  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  the parties hereto,  intending to
be legally bound, do hereby agree as follows:

ARTICLE 1 PURCHASE AND SALE OF EQUITY

1.1   Purchase and Sale of Equity.

      Subject to the terms and  conditions set forth in this  Agreement,  at the
Closing, the Seller shall sell, assign, convey and transfer to the Buyer and the
Buyer shall purchase from the Seller, directly or indirectly,  free and clear of
any and all Liens, all of the Shares.

1.2   Place and Date of Closing; Closing Deliveries.

      (a) The Closing  shall take place at the offices of  Composite  Technology
Corporation,  2026 McGaw Avenue,  Irvine, CA, on Monday, January 31, 2005 or, if
later,  on a date not later than five (5) business days after (i) all conditions
in Article 5 have been satisfied or waived by the party in whose favor each such
condition  existed and (ii) CTC shall have completed its due diligence review in
accordance  with the terms of Article 8, or on such other date as the Seller and
Buyer may agree to in writing.

      (b) At the Closing,  the Seller shall execute and/or deliver to Buyer, (i)
certificates representing all the Shares, duly endorsed by the applicable Seller
(or  accompanied  by duly  executed  stock  powers),  and (ii) the documents and
instruments specified in Section 5.3.

      (c) At the Closing,  Buyer shall execute  and/or deliver to the Seller the
documents and  instruments  specified in Section 5.2. The Purchase Price for the
Shares  shall be as  provided in Section 1.3 and paid as provided in Section 1.4
below.

1.3   The Purchase Price.

Subject to the terms  described in Section 1.4,  the total  consideration  to be
paid by Buyer for the Shares  shall be an aggregate of a maximum of Five Million
Dollars ($5,000,000) (the "Purchase Price") as set forth in Section 1.4.

<PAGE>

1.4   Payment of Purchase Price.

      (a) At the Closing, a cash payment shall be made by Buyer by wire transfer
of immediately  available  funds to such account or accounts as the Seller shall
designate  in  writing  in  the   aggregate   amount  of  One  Million   Dollars
($1,000,000).

      (b) The  remaining  Four  Million  Dollars  ($4,000,000)  shall be paid to
Seller in two (2) equal installments of Two Million Dollars  ($2,000,000) within
ten (10) days of the later of the following dates:

            1st Installment:  March 1, 2006 or sixty (60) days after the date of
            Closing; and

            2nd Installment: April 1, 2006 or ninety (90) days after the date of
            Closing

      If any of the payments  referenced in this Section  1.4(b) are not paid to
Seller on or about the dates referenced,  the Buyer shall pay to Seller interest
of 6.0% annually on any unpaid balances and such payments shall be paid monthly.

1.5   Use of Purchase Price.

      The Purchase Price shall be used by the Seller to fund regular  operations
and for working capital purposes of the Seller.  The Seller shall not distribute
or cause to  distribute  any of the Purchase  Price to any  shareholder,  party,
affiliate, subsidiary or related party.

1.6   Shareholders' Agreement

      The Parties  shall procure that all of the  shareholders  of EU Inc at the
time  of  Closing  ("EU  Shareholders")  shall  sign a  shareholders'  agreement
("Shareholders' Agreement") that shall contain the following substantive terms:

      Buyer  shall  have the right to  appoint 2 Board  Members  to the Board of
Directors of EU Inc. and collectively  the other EU Shareholders  shall have the
right to appoint 2 Board Members.  The initial directors shall be appointed at a
meeting to be held concurrently with the Closing. Any Major Decisions to be made
by the Board of  Directors of EU Inc.  will require a unanimous  decision of the
Board.  "Major  Decisions"  shall be listed in the  Shareholders'  Agreement and
shall include, but are not limited to, the following:

      (a) the variation of the  authorized or issued capital stock of EU Inc. or
the  allottment,  issuance or grant of any option over or interest  in, or other
right to subscribe for shares or convert into any securities of EU Inc. or issue
any  instrument  carrying  rights of conversion  into, any share or other equity
security;

      (b) the alteration of the Bylaws of EU Inc.;

      (c) the taking  steps to wind up or dissolve  EU Inc.,  or the filing of a
petition in bankruptcy or the making of any arrangement  with any creditors,  or
the  permitting  or suffering of any act or thing  whereby it may be wound up or
placed into bankruptcy;

      (d) any disposal of all or substantially all of the Business;

      (e) the removal of any of the members of the Board of Directors,  provided
however  that neither CTC nor any EU  Shareholder  will  unreasonably  refuse to
permit the removal and replacement of any member of the Board by the shareholder
that has nominated such members;

      (f) the entry into or material  change to any contract or  transaction  or
waiver of any right under any contract  whose value exceeds  $500,000  except in
the ordinary and proper course of business on commercial terms;

      (g) the acquisition,  purchase or subscription for any shares, debentures,
or other  securities  (or any interest  therein) in any company,  trust or other
body;

      (h) the acquisition or purchase of the business;

      (i) the sale, transfer, lease, license, assignment, creation of any option
or  right of  pre-emption  or right of first  refusal  or  conversion  over,  or
otherwise  disposal of all or any material part of EU Inc.'s business,  property
and/or  assets (or any  interest  therein)  whether by a single  transaction  or
series of related transactions;


                                       2
<PAGE>


      (j) the increase in the remuneration of any senior  employee,  director or
consultant of EU Inc. who is paid more than $120,000 per annum by more than 10%;

      (k) the implementation or variation of any bonus,  incentive or commission
arrangements  of EU Inc.,  excluding,  however,  the regular  benefits  that are
required to be paid By contract or by law or other applicable legal act or which
are usual in the employment market of any State in which EU is doing business;

      (l) the creation of any fixed or floating charge,  lien (other than a lien
arising by operation of law) or other  encumbrance over the whole or any part of
EU Inc.'s  undertaking,  property or assets other than that which is required or
usual in the normal course of business;

      (m) the  borrowing  of any sum of  money  that  exceeds  an  aggregate  of
$100,000 or where the interest  rate is  unusually  high except from its bankers
and credit card providers in the ordinary and proper course of its business;

      (n) the making of any loan or advance  or giving  any credit  (other  than
normal trade credit) in excess of $10,000 by EU Inc. to any person;

      (o) the giving of any  guarantee  or  indemnity  by EU Inc.  to secure the
liabilities or  obligations  of any person,  except for the purposes of settling
any  employee  related  litigation  or  pursuant  to any of the normal  employee
procedures of complaint, or for civil liability cases not exceeding $100,000;

      (p) the entry  into any  contract,  arrangement  or  commitment  involving
capital expenditure other than approved budgets in the normal course of business
or the  realization  of  capital  assets if the  amount of such  expenditure  or
realization by EU Inc. would exceed $10,000;

      (q) the  initiation,  conduct,  settlement  or  abandon  of any  legal  or
arbitration  proceedings  where the amount claimed exceeds $50,000 or the making
of any admission of liability in respect of such a matter by EU Inc.,  excepting
for matters  relating to employees who are neither  directors nor officers of EU
Inc;

      (r) the  declaration or payment of any dividend or other  distribution  in
cash or otherwise  (whether out of revenue  profits,  capital profits or capital
reserves) on any Share by EU Inc. ; or

      (s) the grant of any power of  attorney  by EU Inc.  unless  such power of
attorney shall be for a limited period and only where EU Inc would reasonably be
expected to suffer damage in the event of a delay.


ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF THE SELLER

      The Seller hereby  warrants and represents to Buyer, as of the date hereof
and as the Closing Date, as follows:

2.1   Shares; Agreements.

      The  Seller  has the  ability  and  has  obtained  any  and all  necessary
approvals,  including,  without  limitation,  that of its Board of Directors and
Shareholders,  to issue the Shares.  At the Closing,  the Seller  shall  execute
and/or deliver to Buyer, certificates or valid and marketable title representing
all the Shares clear of any Liens. There are no registration  rights agreements,
voting trust agreements, powers of attorney,  shareholder agreements,  operating
agreements,  partnership agreements,  proxies or any other Contracts relating to
the voting,  dividend or  economic  rights,  management  or Control  rights,  or
disposition  or pledge of the Shares or otherwise  granting any Person any right
in respect of such Shares,  with the exception of the  Shareholders'  Agreement,
and  except  for  this  Agreement  and  the  Ancillary  Agreements  executed  in
connection herewith,  there are no restrictions on the transfer of the Shares or
other the equity  securities of EU Inc.  other than those imposed by federal and
state securities laws, generally.

2.2   Status.

      Seller is duly  organized,  validly  existing  and in good  standing  as a
corporation  under the laws of the state of its formation and in any place where
it is doing  business.  Seller has the  requisite  power and authority to own or
lease all of its properties and assets and to conduct businesses as they are now
being conducted. Seller has no subsidiaries.


                                       3
<PAGE>

2.3   Authority.

      Seller has the power and  authority to execute and deliver this  Agreement
and the other Transaction Documents to which it is a party and to consummate the
transactions   contemplated   hereby  and  thereby.   All  company  actions  and
proceedings  necessary to be taken by or on the part of the Seller in connection
with this  Agreement and the other  Transaction  Documents and the  transactions
contemplated  hereby and thereby  have been or will prior to the Closing be duly
and  validly  taken.  This  Agreement  has been,  and at the  Closing  the other
Transaction Documents will be, duly and validly executed and delivered by Seller
and shall  constitute  the  legal,  valid and  binding  obligations  of  Seller,
enforceable  against it in accordance with and subject to their terms, except as
such  enforceability  may be limited by applicable  bankruptcy,  reorganization,
insolvency,  moratorium  or  other  similar  laws  from  time to time in  effect
affecting   creditors'   rights   generally  or  by  principles   governing  the
availability of equitable remedies.

2.4   Governmental Authorization.

      With the  exception of filing to do business in any State that is required
as a result of the Parties  agreement during the due diligence process and which
has been  recorded and approved by the Board of Directors of EU Inc on or before
the  Closing,  neither  Seller  nor  any  of its  Affiliates  nor  any of  their
respective  officers,  directors or managing employees is required to obtain any
material license, approval or consent from, or give any notice or make any other
filing  with  respect  to,  any  Regulatory  Authority  in  connection  with the
consummation  of the  transactions  contemplated by this Agreement and the other
Transaction Documents.

2.5   Non-Contravention.

      Neither the  execution  and delivery by Seller of this  Agreement  nor the
consummation  of the  transactions  contemplated  hereby  will (a)  violate  any
provision  of  the   organizational,   governing   documents,   or  articles  of
incorporation  of EU Inc., (b) result in a Default  under,  or require the other
contracting  party to Consent to the assignment or continuation of, any Material
Contract  to which  Seller is a party or by which any Asset of EU Inc. is bound,
(c) violate any Order against or binding upon EU Inc., (d) violate any agreement
with any  Governmental  Authority  with or in respect of EU Inc., (e) subject to
obtaining  the  governmental  authorizations  referred to in Section 2.4 hereof,
violate any Law, (f) result in a Default under, or otherwise cause an impairment
or a revocation  of, any Permit of EU Inc., or (g) result in the creation of any
Lien on any Asset of EU Inc.

2.6   Capitalization; Subsidiaries.

      The entire  authorized  capital stock or other equity interests of EU Inc.
and the number of shares of capital  stock or other equity  interests  which are
issued  and  outstanding  of EU Inc.,  including  the  Shares  to be  issued  in
connection with this Agreement, and the record and beneficial owners thereof are
as set forth in Schedule 2.6 attached hereto.  All of the outstanding  shares of
capital  stock and other equity  interests of EU Inc. are held free and clear of
all  Liens.  All of the  outstanding  shares of capital  stock and other  equity
interests of EU Inc. are fully paid and non-assessable.  None of the outstanding
shares of capital  stock and other equity  interests of EU Inc. have been issued
in   violation   of  any   pre-emptive   rights   of  the   current   or  former
shareholders/partners/members.  There are no outstanding equity  securities,  or
warrants,  options,  subscriptions,  convertible or  exchangeable  securities or
other Contracts pursuant to which EU Inc. is obligated to issue, sell, purchase,
retire or redeem any shares of capital  stock or other  equity  interests  of EU
Inc.

2.7   Changes.

      From the  effective  date of this  Agreement  through the Closing Date the
business of EU Inc. has been conducted  only in the ordinary  course of business
and there has not been:

      (a) any change in EU Inc.'s  authorized or issued  capital stock or equity
interests;  any grant of any stock option or right to purchase shares of capital
stock or equity  interest of EU Inc.;  any issuance of any security  convertible
into such capital stock or equity interest; any grant of any registration rights
with  respect  to  such  stock  or  equity  interest;   any  dividend  or  other
distribution or payment in respect of shares of capital stock or equity interest
in EU Inc.; any purchase,  redemption,  retirement,  or other  acquisition by EU
Inc. of any shares of its capital stock or equity interests;


                                       4
<PAGE>

      (b) any  amendment  to the  articles  of  incorporation,  bylaws  or other
organizational documents of EU Inc.;

      (c) any change in the assets, liabilities,  financial condition or results
of operations of EU Inc. from that reflected in the Financial Statements, except
changes  in the  ordinary  course  of the  Business  and  consistent  with  past
practices  that  individually,  or in the  aggregate,  have  not had a  Material
Adverse Effect;

      (d) any damage,  destruction or loss, whether or not covered by insurance,
materially  and  adversely  affecting  the  Business,  properties  or  financial
condition of Seller;

      (e) any  waiver  or  compromise  by  Seller  of a  valuable  right or of a
material debt owed to it;

      (f) any  satisfaction  or discharge of any lien,  claim, or encumbrance or
payment of any obligation by Seller,  except in the ordinary  course of business
consistent  with  past  practices  and  that is not  material  to the  Business,
properties or financial condition of Seller;

      (g) any new material  contract or  agreement  or any material  change to a
material  contract or agreement by which Seller or any of its assets is bound or
subject;

      (h) any material change in any compensation (including severance and other
benefits),  arrangement  or agreement  with any  employee,  officer,  manager or
member, except changes in the ordinary course of business,  consistent with past
practices;

      (i) any sale, assignment, transfer or license of any Intellectual Property
or any  settlement  regarding the breach or  infringement  of any license or any
Intellectual Property;

      (j) any  resignation  or  termination  of employment of any officer or key
employee  of Seller,  and Seller is not aware of any  impending  resignation  or
termination of employment of any such officer or key employee;

      (k) any  mortgage,  pledge,  transfer of a security  interest in, or Lien,
created by Seller,  with  respect to any of its material  properties  or assets,
except Liens for Taxes not yet due or payable;

      (l) any loan or guarantee made by Seller to any Person,  other than travel
advances and other  advances to  employees,  officers or  directors  made in the
ordinary course of its business, consistent with past practices;

      (m)  receipt of notice  that there has been a loss of, or  material  order
cancellation  by, any major  customer of, or  third-party  doing  business with,
Seller;

      (n) any  declaration,  setting aside or payment or other  distribution  in
respect to any of Seller's capital stock (or any securities  convertible into or
exchangeable for any such capital stock), or any direct or indirect  redemption,
purchase, or other acquisition of any of such capital stock by Seller;

      (o) to Seller's  Knowledge,  any other event or condition of any character
relating  principally  to the Business that is reasonably  likely to result in a
Material Adverse Effect;

      (p) any  material  transaction  or event  not in the  ordinary  course  of
business and consistent with past practices; or

      (q) any  change  in any  method  of  accounting  or  accounting  practice,
principles, methods or policies;

      (r) any  arrangement  or  commitment  by  Seller  to do any of the  things
described in this Section 2.7.

2.8   Taxes.

      Seller  has timely  filed all Tax  Returns  required  to be filed by or on
behalf of EU Inc.  for any  period on or before  the date  hereof,  taking  into
account any  extension  of time to file that has been  granted to or obtained on
behalf of Seller,  and all such Tax  Returns  are  correct  and  complete in all
material  respects.  Seller has paid when due all Taxes shown as due on such Tax
Returns. All other Taxes that are due (or claimed by any Regulatory Authority to
be due) in connection  with EU Inc., that are chargeable as a Lien upon EU Inc.,
or that may become due in connection  with EU Inc.,  have been paid or have been
adequately  reserved for in the books and records of Seller.  All Taxes required
to be withheld by EU Inc.  have been duly withheld and paid to the proper taxing
authority or properly  reserved for in accounts for such purpose.  No deficiency
for Tax has been asserted or assessed by a taxing  authority  against EU Inc. No
written  document or  comparable  consent  extending  or waiving,  or having the
effect of extending or waiving,  the  application  of the statute of limitations
with  respect to any Taxes or Tax Returns in respect of, or relating to EU Inc.,
and no power of  attorney  with  respect  to any such Taxes or Tax  Returns,  is
currently outstanding,  pending or otherwise in effect with the Internal Revenue
Service  ("IRS")  or any other  taxing  authority.  No Tax  Returns  or Taxes in
respect  of, or  relating  to EU Inc.  are  currently  under audit by any taxing
authority.

2.9   Financial Statements; Solvency; Current Assets.

      (a)  Schedule  2.9 shall  consist of complete  and  correct  copies of the
unaudited  consolidated balance sheet of EU Inc. as of December 31, 2005 and the
related  unaudited  consolidated   statements  of  income  and  cash  flow  from
operations   since  inception  (the  "Financial   Statements").   The  Financial
Statements  (i) are in accordance  with the books and records of EU Inc.,  which
have been  properly  maintained  and are  complete  and correct in all  material
respects,  (ii) have been prepared in accordance with GAAP consistently applied,
except that the interim Financial Statements are subject to normal and customary
year-end  adjustments which will not, in the aggregate,  be material,  and (iii)
present fairly the financial  position of EU Inc. as of the dates  indicated and
the results of their operations and cash flows for the periods indicated.

      (b) EU Inc.  has not  admitted in writing its  inability to pay its debts,
generally  as they  become  due;  filed or  consented  to the filing  against it
respectively  of a petition in bankruptcy or a petition to take  advantage of an
insolvency  act; made an assignment for the benefit of its creditors;  consented
to the  appointment of a receiver for itself or for the whole or any substantial
part of its  property;  had a petition  in  bankruptcy  filed  against  it; been
adjudged a bankrupt  or filed a petition  or answer  seeking  reorganization  or
arrangement  under the  federal  bankruptcy  laws or any law or  statute  of the
United States of America or any other jurisdiction.

      (c) All accounts receivable shown on the Financial  Statements  represent,
and the  accounts  receivable  of EU Inc.  outstanding  on the Closing Date will
represent,  sales actually made or services  actually  performed in the ordinary
course of business in bona fide  transactions  completed in accordance  with the
terms and provisions  contained in any documents relating thereto.  All accounts
receivable shown on the Existing  Receivables schedule will be fully collectible
to the extent not reserved for in the Existing Receivables schedule.

      (d) All Inventory,  except Inventory in transit,  whether reflected on the
Financial  Statements or  subsequently  acquired,  (i) is now and at the Closing
Date  will be  located  on the Real  Property  or on the  Leased  Real  Property
consistent with past practices,  (ii) to the extent acquired from third parties,
has been or will be acquired by EU Inc. only in bona fide  transactions  entered
into in the ordinary  course of business,  (iii) with respect to inventory  held
for resale, is valued at Inventory Value, and (iv) unless its Inventory Value is
zero,  is useable and salable at no less than  Inventory  Value in the  ordinary
course of business of EU Inc. EU Inc.  has now and on the Closing Date will have
valid  legal  title to its  Inventory  free and clear of any  Liens,  other than
Permitted  Liens.  The  quantities  of  all  categories  of  Inventory  are  not
excessive,  but  are  reasonable  and  consistent  with  past  practice.  To the
Knowledge  of Seller,  EU Inc.  has no  Liability  with respect to the return of
Inventory in the  possession  of  customers,  except for  potential buy backs of
excess  inventory  in the  ordinary  course at levels that are  consistent  with
historic experience and that are not in the aggregate material.

2.10  Absence of Undisclosed Liabilities.

      Except as and to the extent  accrued or reserved for and  disclosed in the
Financial Statements,  EU Inc. has no Liabilities,  other than those incurred in
the ordinary  course of business since the date of its  incorporation  on August
26, 2005, and not exceeding $10,000  individually and $100,000 in the aggregate.
EU Inc. is not  directly or  indirectly  liable,  by  guarantee,  indemnity,  or
otherwise,  upon or with  respect to, or  obligated,  by discount or  repurchase
agreement  or in any other way, to provide  funds in respect to, or obligated to
guarantee or assume any Liability of any other Person.


                                       5
<PAGE>

2.11  Materials Contracts and Agreements.

      (a) Except for agreements explicitly set forth in Schedule 2.11(a),  there
are no agreements,  understandings or proposed  transactions  between Seller and
any of its officers, directors, members, Affiliates, or any Affiliate thereof.

      (b) Except for agreements explicitly set forth in Schedule 2.11(a),  there
are no  agreements,  understandings,  instruments,  contracts or  commitments to
which  Seller is a party or by which it is bound  that (i)  involve  obligations
(contingent or otherwise) of, or payments to, Seller in excess of, $25,000, (ii)
involve the  license to or from  others,  or the  restriction,  of  Intellectual
Property,  other  than  end-user  licenses  granted  in the  ordinary  course of
business  consistent with past  practices,  (iii) involve the grant of rights to
manufacture,  produce,  assemble,  license,  market, or sell its products to any
other  person  or  affect  Seller's  exclusive  right to  develop,  manufacture,
assemble,  distribute,  market  or sell  its  products,  or (iv)  are  otherwise
material to the Business (collectively,  the "Contracts"). All the Contracts are
valid,  binding and in full force and effect in all material  respects.  Neither
Seller nor any of its  Affiliates  nor, to the  Knowledge  of Seller,  any other
party thereto has materially breached any of the Contracts. Seller has delivered
or made available to Buyer correct and complete copies of each of the Contracts.

      (c) Seller does not have any liability or  obligation  in connection  with
any  Contract  which  has been  terminated  by  Seller  or for  which  notice of
termination has been delivered by Seller.

      (d) After reasonable  inquiry,  Seller does not have Knowledge that any of
its  employees  is obligated  under or in  violation of any contract  (including
licenses, covenants or commitments of any nature) or other agreement, or subject
to any judgment,  decree or order of any court or  administrative  agency,  that
would  materially  interfere  with the use of such  employee's  best  efforts to
promote  the  interest  of Seller or that  would  materially  conflict  with the
Business.  Neither the execution or delivery of this Agreement, nor the carrying
on of Seller's Business by the employees of Seller,  nor the conduct of Seller's
Business as proposed,  will, to Seller's  Knowledge  after  reasonable  inquiry,
conflict with or result in a breach of the terms, conditions,  or provisions of,
or constitute a default under, any contract,  covenant or instrument under which
any such employee is now obligated.

2.12  Litigation.

      Except as set forth on Schedule 2.12,  there is no Litigation,  proceeding
or  investigation  pending or, to the Knowledge of Seller,  threatened,  against
Seller, any of its Affiliates.

2.13  Compliance with Applicable Laws

      EU Inc. is in compliance in all material  respects with all Laws,  and has
not received any written notice  alleging any violation of any such Law. EU Inc.
is not currently subject to any fine, penalty,  Liability or restriction,  which
relates to EU Inc.  or its  Assets,  as a result of a failure to comply with any
Law, nor has EU Inc. received any notice of such non-compliance. EU Inc. has the
Permits  listed  by its  name on  Schedule  2.13  which  are all of the  Permits
necessary to conduct its business in the manner it is presently being conducted,
and all such  Permits  are valid and in full force and effect.  EU Inc.  has not
engaged  in any  activity  that is  reasonably  likely  to cause  revocation  or
suspension  of any  such  Permit  and no  action  or  proceeding  looking  to or
contemplating  the revocation or suspension of any such Permit is pending or, to
Knowledge of Seller, threatened.

2.14  Environmental Compliance; OSHA; MSHA.

Hereto,

      (a) EU Inc. is, and has been at all times, in material compliance with all
Environmental  Laws. EU Inc. has not (i) been  notified  that it is  potentially
liable under or (ii)  received any written  requests  for  information  or other
correspondence under, any Environmental Law;

      (b)  EU  Inc.  has   prepared  and  timely  filed  with  the   appropriate
jurisdictions  all reports and filings  required  pursuant to any  Environmental
Law, and such reports and filings were accurate in all material respects;

      (c) EU Inc. has not entered  into or  received,  nor is EU Inc. in Default
under, any Order (draft or final) relating to environmental protection;


                                       6
<PAGE>

      (d) EU Inc. has obtained all Environmental  Permits and has been and is in
material compliance with each such Environmental Permit;

      (e) EU Inc. has not been, or is not currently, a "generator" of "hazardous
waste" (as those terms are defined by the Resource Conservation and Recovery Act
of 1976, or any analogous state, and the regulations promulgated thereunder);

      (f) All waste  containing  any  Hazardous  Material  disposed  at off-site
locations by EU Inc.,  or sent by EU Inc. for disposal at an off-site  location,
has been  released  or  disposed  of in  compliance  with  applicable  reporting
requirements  under  Environmental  Laws,  and there  are not any  environmental
claims,  requests  for  information  from a  Governmental  Authority  or written
demands to take  response,  removal,  corrective,  remedial or other  responsive
action or to pay for the costs of any such  action at the site with  respect  to
any such release or disposal;

      (g) There is no Litigation pending or, to Seller' Knowledge, threatened by
any  Governmental  Authority  or other  Person,  against  EU Inc.  or any Seller
relating to environmental protection, compliance with Environmental Laws, or the
condition  of the Leased Real  Property or the Real  Property  or, to the Actual
Knowledge of Seller, any real property  previously owned,  operated or leased by
EU Inc.;

      (h) (i) There are no  Hazardous  Materials  (A) at, on, in, above or under
the Real  Property,  the Leased Real  Property or any real  property  previously
owned,  operated or leased by EU Inc.,  (B)  originating  or emanating  from any
other  property that are present in, on, under or above the Real  Property,  the
Leased Real Property or any real property  previously owned,  operated or leased
by EU Inc., or (C)  originating or emanating from the Real Property,  the Leased
Real Property or any real property  previously  owned,  operated or leased by EU
Inc.  that are present in, on,  under or above any other  property,  and (ii) no
Hazardous  Materials have ever been  generated,  treated,  stored,  disposed of,
handled on, spilled,  discharged or released on or from or removed from the Real
Property,  the Leased  Real  Property  or any real  property  previously  owned,
operated or leased by EU Inc.;

      (i) To the Knowledge of Seller,  no audit or other  investigation has been
conducted as to  environmental  matters at the Leased Real  Property or the Real
Property  other than Phase 1s in the  ordinary  course of  business  and Buyer's
diligence inquiries;

      (j) EU Inc. has not operated,  nor, to Seller' Knowledge has a third party
operated,  an  underground  storage tank on the Real Property or the Leased Real
Property,  and, to Seller' Knowledge,  no underground  storage tanks are located
on, nor have any underground  storage tanks been removed from, the Real Property
or the Leased Real  Property or to Seller'  Actual  Knowledge  any real property
previously owned, operated or leased by EU Inc.;

      (k) To the extent in the possession or control of the Seller,  Seller have
provided  to  Buyer  true  and   complete   copies  of  all  reports  and  other
documentation regarding any environmental assessment,  testing or sampling at or
with  respect to the Real  Property  or the  Leased  Real  Property  or any real
property previously owned, operated or leased by EU Inc.; and

      (l) EU Inc. is in compliance,  and has at all times been in compliance, in
all material  respects,  with the Occupational  Safety and Health Act, 29 U.S.C.
ss.ss. 651, et seq., and with the Mined Safety Health Act, 30 U.S.C. ss.ss. 801,
et seq.

2.15  Leases, Other Real Property.

      (a) No  real  property,  or  interest  in  real  property,  is used in the
operation of EU Inc. except for the Leased Premises, listed on Schedule 2.15(a).
Seller has delivered to Buyer correct and complete copies of the Leases.

      (b) Each Lease is the legal,  valid and binding  obligation of Seller and,
to Seller's Knowledge, the other signatories thereto, and each is enforceable in
accordance  with its  terms,  except as such  enforceability  may be  limited by
applicable bankruptcy,  reorganization,  insolvency, moratorium or other similar
laws from time to time in effect  affecting  creditors'  rights  generally or by
principles  governing  the  availability  of  equitable  remedies.   Seller  has
performed in all material  respects all obligations  required to be performed by
it under the Leases and is not in default thereunder,  and no event has occurred
which,  with the  lapse of time or  action by a third  party  could  result in a
default by Seller, or, to Seller's Knowledge,  by any other party thereto, under
any Lease.  Seller  enjoys  peaceful and  undisturbed  possession  of the Leased
Premises under its Leases.


                                       7
<PAGE>

      (c) To Seller's  Knowledge,  each of the Leased  Premises is in compliance
with all Applicable Law, including applicable building,  zoning, subdivision and
other land use and similar  laws and  regulations  affecting  the Real  Property
(collectively,  "Real Property Laws"),  except to the extent that the failure to
be in compliance with such Real Property Laws would not be reasonably  likely to
have a  Material  Adverse  Effect,  and Seller  has not  received  any notice of
violation or claimed  violation and, to the Knowledge of Seller, no violation is
threatened in respect of any Real Property Law.

      (d) Seller has no Knowledge that (i) any real property taxes, sales levies
or assessments  with respect to the Leased  Premises which are payable by Seller
have not been paid in full or (ii) any  proceedings  with  respect  thereto have
been commenced.

      (e)  Schedule  2.15(e)  sets  forth a list and  location  of all  Personal
Property of EU Inc. having an original or replacement value greater than $5,000.
EU Inc. (i) has good and valid title to all of the Personal Property it purports
to own and (ii) owns such  Personal  Property free and clear of all Liens except
for Permitted Liens. All of the Personal  Property,  whether owned or leased, by
EU Inc. are in the possession and control of EU Inc., and, if leased,  is leased
subject  to one or more of the  valid and  binding  leases  listed  on  Schedule
2.11(a).  No Seller,  third  party or  Affiliate  of any Seller has any claim or
interest in any of the Personal Property of EU Inc..

      (f) The Assets of EU Inc.  are in good  operating  condition  and  repair,
ordinary wear and tear excepted, and such Assets include all rights, properties,
interest in properties and other Assets  necessary to permit EU Inc. to continue
its business after the Closing Date as presently  conducted.  The Seller have no
Actual  Knowledge  of any  present  or  future  condition  or  state of facts or
circumstances that would prevent EU Inc. from carrying on its business after the
Closing Date in the same manner as it is presently being carried on. EU Inc. has
only  conducted  its  business  under  such names and at such  locations  as are
identified  on Schedule  2.15(f) and all of the Assets of EU Inc. are  currently
located at those locations identified on Schedule 2.15(f).

2.16  Intellectual Property.

      (a) Schedule  2.16 sets forth a complete and accurate list of all patents,
trademarks,  trade names,  service marks, domain names,  copyrights and computer
software  (excluding  commonly  available  software  acquired  via  shrink  wrap
licenses) used in the conduct of the business of EU Inc.. Except as set forth on
Schedule 2.16, EU Inc. owns or has the uncontested right to use all Intellectual
Property necessary for the conduct of its business as presently  conducted.  For
purposes  of this  Agreement,  the  term  "Intellectual  Property"  shall  mean,
collectively,  patents,  designs,  inventions,  trademarks,  trade names, domain
names, service marks, copyrights, computer software, manufacturing processes and
confidential or proprietary information.

      (b) No claim is pending,  or to the  Knowledge of Seller  threatened,  and
Seller  has not  received  any  written  notice  that the  conduct  of EU Inc.'s
business  (including without limitation,  its use of any Intellectual  Property)
infringes  upon,  misappropriates  or conflicts with any rights in  Intellectual
Property claimed by any third party. No claim is pending, or to the Knowledge of
Seller  threatened,  which  alleges  that  any  Intellectual  Property  owned or
licensed  by or to EU Inc.  or which EU Inc.  otherwise  has the right to use is
invalid or unenforceable by EU Inc.

      (c) Except as set forth in Material  Contracts listed on Schedule 2.11(a),
no  royalties  or  fees  are  payable  by EU  Inc.  to  anyone  for  use  of any
Intellectual Property.


                                       8
<PAGE>

2.17  Employee Benefit Plans; ERISA.

      (a)  Schedule  2.17  lists  and  identifies  each  Employee  Benefit  Plan
maintained or contributed to by Seller,  or under which Seller has any liability
or contingent  liability,  that provides or may provide benefits or compensation
in respect of any Employee or former Employee of Seller or the  beneficiaries or
dependents of any such  Employee or former  Employee or under which any Employee
is or may become  eligible to participate or derive a benefit and that is or has
been maintained or established by Seller.  Seller has provided or made available
to the Buyer complete and correct copies of: (i) such Employee  Benefit Plan, if
written, or a description of such Employee Benefit Plan if not written, and (ii)
to the extent  applicable to such Employee  Benefit Plan, all trust  agreements,
insurance  contracts or other  funding  arrangements,  the two lost recent trust
reports, the two most recent Forms 5500 required to have been filed with the IRS
and all schedules thereto, the most recent IRS determination letter, all current
summary plan descriptions,  all material communications received from or sent to
the IRS or the Department of Labor (including a written  description of any oral
communication),  if any,  and  all  amendments  and  modifications  to any  such
document.  Seller has not communicated to any Employee any binding commitment to
modify any Employee Benefit Plan or to establish or implement any other employee
or retiree benefit compensation plan or arrangement.


      (b) Each Employee  Benefit Plan is in material  compliance with Applicable
Laws and has been and currently is administered  and operated in accordance with
its terms in all material respects. Each Employee Benefit Plan which is intended
to be `qualified'  within the meaning of section 401(a) of the Code has received
a  favorable  determination  letter  from  the  IRS or is  within  the  remedial
amendment  period with respect to such plan's  qualified status since the plan's
inception or the most recent determination letter, and no event has occurred and
no  condition  exists  which  could  reasonably  be  expected  to  result in the
revocation  of any such  determination.  There are no  material  pending  or, to
Seller's  Knowledge,  threatened  claims by or on behalf of any of the  Employee
Benefit Plans, by any Employee or otherwise  involving any such Employee Benefit
Plan or the assets of any Employee  Benefit Plan (other than routine  claims for
benefits).

      (c) No Employee Benefit Plan is a "multiemployer  plan" within the meaning
of section  4001(a)(3)  of ERISA or a "multiple  employer  plan" as addressed in
section 413 of the Code. None of the Employee Benefit Plans,  now, or within the
preceding  six  years,  is or has been  subject  to Title IV of  ERISA.  None of
Seller,  or any entity  required to be  aggregated  with Seller for  purposes of
section 414 of the Code or section 4001 of ERISA  ("Related  Persons")  has ever
maintained,  contributed  to,  or had any  liability  for any  employee  pension
benefit  plan (as defined in section  3(2) of ERISA) that is or has been subject
to Title IV of ERISA.

      (d) Neither Seller nor any Related Person has incurred (either directly or
indirectly, including as a result of an indemnification obligation) any material
liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax
or joint and  several  liability  provisions  of the Code  relating  to Employee
Benefit  Plan and,  to the  Knowledge  of Seller  after due  inquiry,  no event,
transaction  or  condition  has occurred or exists that could result in any such
liability to Seller any such Related Person or, following the Closing, the Buyer
or any of its Affiliates.  All required  contributions to, and all payments with
respect to, the Employee Benefit Plans have been timely made.

      (e) The  consummation of the  transactions  contemplated by this Agreement
will not (i)  entitle any current or former  employee,  officer,  or director of
Seller to any  severance or  termination  pay, or (ii) increase the amount of or
accelerate  the time of  payment  of any  compensation  due any  such  employee,
officer, or director.

2.18  Labor Matters, etc.

      Seller is not a party to or bound by any collective  bargaining  agreement
and there are no labor unions or other organizations representing, purporting to
represent or attempting to represent any employees  employed in the operation of
EU Inc. There has not occurred or, to the Knowledge of Seller,  been  threatened
any material strike, slowdown,  picketing,  work stoppage,  concerted refusal to
work  overtime or other  similar  labor  activity  with respect to any employees
employed  in the  operation  of EU Inc.  There are no labor  disputes  currently
subject to any grievance  procedure,  arbitration  or litigation and there is no
representation  petition  or, to the  Knowledge  of  Seller,  no  representation
application  pending or threatened with respect to any employee  employed in the
operation of EU Inc.  Seller has complied with all provisions of Applicable Laws
pertaining to the employment of employees,  including,  without limitation,  all
such  Applicable  Laws  relating  to labor  relations,  equal  employment,  fair
employment practices,  entitlements,  prohibited discrimination or other similar
employment  practices  or acts,  except to the extent the failure to comply with
such Applicable Laws would not be reasonably  likely to have a Material  Adverse
Effect.


                                       9
<PAGE>

2.19  Business Relationships.

      The relationships between EU Inc. and all customers,  clients, third party
payors,  suppliers,  vendors,  employees  and those others who receive goods and
services  from or provide  goods and services to EU Inc. are in the  reasonable,
good faith judgment of Seller, satisfactory, and EU Inc. has no Knowledge of (a)
any facts or  circumstances  which could  reasonably  be expected to  materially
alter, negate,  impair or in any way adversely affect the continuity of any such
relationships,  excluding  any event,  occurrence  or condition to the extent it
results  from  changes  in the Nevada  economy  in  general or (b) any  material
complaints,  claims,  threats,  plans or  intentions to  discontinue  or curtail
relations under any such relationships. EU Inc. is not required, in the ordinary
course of  business,  to provide  any  bonding or any other  financial  security
arrangements in connection with its transactions with any customer or supplier.

2.20  Insurance Policies.

      All of the Assets,  employees and  operations of EU Inc. are insured under
various  policies  of general  liability  and other  forms of  insurance,  which
policies  are of the type  and in the  amounts  in the  reasonable,  good  faith
judgment of Seller  customary and adequate for the business of EU Inc..  Correct
and complete  copies of all current  insurance  policies and  certificates of EU
Inc.  have been  delivered to Buyer prior to the date of this  Agreement and all
current policies are in full force and effect and enforceable in accordance with
their terms.  EU Inc. is not in Default  regarding  the  provisions  of any such
policy,  including,  without  limitation,  failure to make timely payment of all
premiums due thereon.  To the  Knowledge of the Seller',  EU Inc. has never been
refused,  or denied  renewal of, any insurance  coverage by insurance  companies
offering such  insurance.  Seller have provided to Buyer copies of all insurance
audit reports, loss prevention reports, all claims made and loss history reports
in respect of any  insurance  maintained by EU Inc. or any  predecessor  thereof
during the past five (5) years.

2.21  Related Party Transactions.

      Except as set forth on Schedule 2.21 there are no existing arrangements or
proposed  transactions (a) between EU Inc., and (i) any Seller or any officer or
director  of EU  Inc.  or any  member  of  the  immediate  family  of any of the
foregoing  persons (such Seller,  officers,  directors and family  members being
hereinafter individually referred to as a "Related Party"), or (ii) any business
(corporate  or otherwise)  which a Related  Party owns, or controls  directly or
indirectly,  or in which a  Related  Party  has an  ownership  interest,  or (b)
between any Related Party and any business  (corporate or otherwise)  with which
EU Inc. regularly does business material to the operations of EU Inc.

2.22  Brokerage and Financial Advisors.

      No broker, finder or financial adviser has acted directly or indirectly as
such  for,  or is  entitled  to any  compensation  from,  the  Seller  or  their
Affiliates in connection  with this Agreement or the  transactions  contemplated
hereby.

2.23  Warranties True and Correct.

      No warranty or  representation  by the Seller contained in this Agreement,
the exhibits or schedules attached hereto, or in any Ancillary  Agreement taking
into account Knowledge,  Actual Knowledge and materiality  qualifying  language,
contains or will  contain any untrue  statement of fact or omits or will omit to
state any material fact required to make the statements  therein  contained,  in
light of the circumstances in which they were made, not misleading.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BUYER

      Buyer hereby represents and warrants to the Seller as follows:

3.1   Status.

      Buyer  is a  corporation  duly  organized,  validly  existing  and in good
standing  under the laws of the State of Nevada and has all requisite  power and
authority required to carry on its business as now conducted.


                                       10
<PAGE>

3.2   Authority.

      Buyer has the power and  authority to execute and deliver  this  Agreement
and the other Transaction Documents to which it is a party and to consummate the
transactions   contemplated   hereby  and  thereby.   All  company  actions  and
proceedings  necessary to be taken by or on the part of the Buyer in  connection
with this  Agreement and the other  Transaction  Documents and the  transactions
contemplated  hereby and thereby  have been or will prior to the Closing be duly
and  validly  taken.  This  Agreement  has been,  and at the  Closing  the other
Transaction  Documents will be, duly and validly executed and delivered by Buyer
and  shall  constitute  the  legal,  valid  and  binding  obligations  of Buyer,
enforceable  against it in accordance with and subject to their terms, except as
such  enforceability  may be limited by applicable  bankruptcy,  reorganization,
insolvency,  moratorium  or  other  similar  laws  from  time to time in  effect
affecting   creditors'   rights   generally  or  by  principles   governing  the
availability of equitable remedies.

3.3   Non-Contravention, Approvals and Consents.

      (a) Neither the execution and delivery by Buyer of this  Agreement and the
other  Transaction  Documents to which it is a party nor the consummation of the
transactions  contemplated hereby and thereby is an event that, in and of itself
or with the giving of notice or the passage of time or both,  will (i)  conflict
with the Buyer's  organizational  documents,  (ii) constitute a violation of, or
conflict  with or result in any breach of or any default  under,  or  constitute
grounds for termination or acceleration of, any material agreement or instrument
to  which  Buyer is a party or by  which  Buyer  is bound or (iii)  violate  any
Governmental  Approval,  material judgment,  decree or order or statute, rule or
regulation applicable to Buyer.

      (b) Neither Buyer nor any of its  Affiliates  nor any of their  respective
officers,  directors  or managing  employees  is required to obtain any material
license,  approval or consent  from, or give any notice or make any other filing
with respect to, any Regulatory Authority in connection with the consummation of
the  transactions  contemplated  by this  Agreement  and the  other  Transaction
Documents,  except  for  approvals  allowing  Buyer to assume  and  perform,  or
novations of, the Government Contracts.

ARTICLE 4 COVENANTS

      From the date of this  Agreement  until  the  completion  of the  Closing,
subject to the requirements of Applicable Law and Regulatory Authorities, Seller
shall comply with the covenants set forth in this Article 4.

4.1   Operation of the Business.

      Seller  shall  cause the  Business  to  continue  to be  carried on in the
ordinary course and consistent with past practices in compliance in all material
respects with all Applicable Laws and Seller shall use  commercially  reasonable
efforts to preserve the Business,  its operations and employees and the goodwill
of its customers and others having business  relations with it. Without limiting
the  generality of the  foregoing,  without the prior written  consent of Buyer,
Seller  covenants  and agrees  that Seller will not do or agree to do any of the
following  (other  than in the  ordinary  course  of  business  consistent  with
Seller's past practices) on or before the Closing:

      (a) grant any increase in salary,  fringe  benefits or other  compensation
payable,  or to become  payable,  by Seller to any officer,  employee,  agent or
representative of Seller;

      (b) enter into any contract, commitment or transaction;

      (c) make capital  expenditures on or lease any items of capital  equipment
having a cost in excess of $15,000 in the aggregate;

      (d) sell or dispose of any capital  equipment other than capital equipment
which is worn out or obsolete;

      (e) waive, cancel or compromise any material right or claim of Seller;

      (f) modify,  amend, cancel or terminate any material contract or agreement
by which Seller or any of its assets is bound; or

      (g) knowingly take any action that would cause any of the  representations
and warranties set forth in Article 2 to be untrue in any material respect.


                                       11
<PAGE>

      Seller  covenants  and  agrees  that  Seller  will do or  agree  to do the
following continuously until the Closing:

      (i) conduct all Tax affairs relating to Seller other than in substantially
the same manner as such affairs would have been conducted if the parties had not
entered into this Agreement.

4.2   Application for Regulatory Consent and Licenses.

      To the extent that Buyer or its  Affiliates  requires any license or other
approvals,  consents or authorizations  from, or is required to give or make any
notices to or filings with respect to, any Regulatory  Authority to permit Buyer
or its  Affiliates  to conduct the  Business  from and after the  Closing  Date,
including,  without limitation, any relating to the Government Contracts, Seller
shall use all commercially  reasonable efforts, as promptly as practicable after
the date of this  Agreement,  and in no event later than fifteen (15) days after
the date of this  Agreement,  to assist  Buyer in the  filing  of all  requisite
applications  and  make  all  other  requisite   filings  with  the  appropriate
Regulatory Authorities in all cases at Buyer's expense.  Seller shall diligently
assist Buyer in taking all steps (at Buyer's expense) that are necessary, proper
or  desirable  to  expedite  the  preparation  of such  regulatory  and  license
applications and filings and their prosecution to a favorable conclusion. Seller
will promptly provide Buyer with copies of any application, amendment, pleading,
notice, order, request for additional  information or other document filed by it
or served on it relating to such applications. Buyer shall cooperate with Seller
and provide to Seller all information regarding the Business reasonably required
by Seller for use in connection with such applications and filings.

4.3   Access to Facilities, Files and Records.

      During the Due  Diligence  Period (as that term is defined in Section 8.1)
and in addition to its  obligations of disclosure  contained in this  Agreement,
the Seller and its  Affiliates  will give or cause to be given to the  officers,
employees,  accountants,  counsel and  authorized  representatives  of Buyer (a)
reasonable  access during normal business hours upon reasonable  prior notice to
the management personnel,  property, and provide copies of the Contracts, Leases
and other  records and files  relating to the Business and Buyer's due diligence
thereof,   other  than  matters   which,   by  their   terms,   are  subject  to
confidentiality  agreements with third parties or which are documents subject to
the  attorney-client  privilege  which  matters will be  disclosed  and shall be
reasonably  satisfactory  to Seller as a condition to Closing,  and (b) all such
other  information  solely  relating to the  transactions  contemplated  by this
Agreement as Buyer may reasonably request.

4.4   Notice of Proceedings.

      Seller will  promptly  notify Buyer in writing upon (a) becoming  aware of
any order or decree or any complaint praying for any order or decree restraining
or  enjoining  the  execution  of  this  Agreement  or the  consummation  of the
transactions  contemplated hereunder, or (b) receiving any notice from any court
or  any  Regulatory  Authority  of its  intention  (i) to  institute  a suit  or
proceeding  to  restrain  or  enjoin  the  execution  of this  Agreement  or the
consummation of the  transactions  contemplated  by this  Agreement,  or (ii) to
nullify or render ineffective this Agreement if executed or such transactions if
consummated.

4.5   Reasonable Commercial Efforts.

      Subject  to the  terms  of this  Agreement,  Seller  agrees,  at its  sole
expense,  to use its  reasonable  commercial  efforts in good faith to take,  or
cause to be  taken,  all  actions,  and to do, or cause to be done,  all  things
necessary  under  Applicable  Laws to permit  consummation  of the  transactions
contemplated  hereby  and by the other  Transaction  Documents  as  promptly  as
practicable and otherwise enable  consummation of the transactions  contemplated
hereby,  including  satisfaction  of the  conditions  set forth in  Section  5.2
hereof, and shall cooperate fully with Buyer to that end.

4.6   Notification of Certain Matters.

      Seller  shall  give  prompt  notice  to  Buyer  of  any  fact,   event  or
circumstance  known to it that (a) is reasonably  likely,  individually or taken
together with all other facts,  events and circumstances  known to it, to result
in any Material  Adverse Effect or (b) would cause or constitute a breach of any
of its representations, warranties, covenants or agreements contained herein.


                                       12
<PAGE>

4.7   Expenses.

      Except as otherwise  specifically provided in this Agreement,  the parties
to this Agreement shall bear their  respective  expenses  incurred in connection
with the  preparation,  execution  and  performance  of this  Agreement  and the
transactions  contemplated hereby, including,  without limitation,  all fees and
expenses of agents, representatives,  counsel, investment bankers, actuaries and
accountants, and all such expenses of EU Inc. shall be either paid in full prior
to Closing or EU Inc shall  procure that such  expenses  shall be paid by the EU
Shareholders.

ARTICLE 5 CONDITIONS TO CLOSING

5.1   Conditions to Obligations of Each Party.

      The respective  obligations  of each party to consummate the  transactions
contemplated hereby are subject to completion of their Due Diligence obligations
(as defined in Article 8) and the further  fulfillment prior to or at Closing of
the following  conditions  and the conditions set forth in Sections 5.2 and 5.3,
unless waived by the Seller and Buyer in writing:

      (a) No action,  proceeding,  investigation or legislation  shall have been
instituted,  threatened  or  proposed  before any  Governmental  Body to enjoin,
restrain, prohibit or obtain substantial damages in respect of this Agreement or
the consummation of the transactions contemplated hereunder; and

      (b)  The  completion  and  execution  of any  and  all  agreements  and/or
modifications to agreements that may be identified in the Due Diligence  carried
out by the Buyer that will establish,  secure, define or otherwise contribute to
the  proposed  business  of EU Inc in  accordance  with  the  intentions  of the
parties.

5.2   Conditions to the Obligations of Seller.

      The obligations of the Seller to consummate the transactions  contemplated
hereby are subject to the  fulfillment  prior to or at Closing of the  following
conditions, unless waived by the Seller in writing:

      (a) All of the covenants and obligations that Buyer is required to perform
or to comply with  pursuant to this  Agreement at or prior to the Closing  shall
have been duly performed and complied with in all material respects;

      (b) Each of  Buyer's  representations  and  warranties  contained  in this
Agreement  shall be true and correct in all material  respects as of the date of
this Agreement and as of the Closing Date as if made on the Closing Date (except
as to any  representation  or warranty that  specifically  relates to an earlier
date,  which shall be true and correct in all  respects  only as of such date or
time  period);  provided  that  any  such  representation  or  warranty  with  a
qualification  or limitation by reference to the  materiality  of matters stated
therein or as to matters having or not having a Material Adverse Effect or words
of similar effect shall be true and correct in all respects; and

      (c) Seller shall have received  from Buyer a certificate  signed by a duly
authorized  officer  of Buyer to the  effect  that the  conditions  set forth in
Section 5.2(a) and (b) have been satisfied.

      (d)  Seller  shall  have  received  from  Buyer  a  certified  copy of the
resolutions duly adopted by CTC's board of directors approving the execution and
delivery of this Agreement and the Transaction Documents and the consummation of
the transactions contemplated hereby and thereby.

5.3   Conditions to Obligations of Buyer.

      The  obligations  of Buyer to  consummate  the  transactions  contemplated
hereby are subject to the  fulfillment  prior to or at Closing of the  following
conditions, unless waived by Buyer in writing:

      (a) All of the  covenants  and  obligations  that EU Inc.  are required to
perform or to comply with pursuant to this  Agreement at or prior to the Closing
shall have been duly performed and complied with in all material respects;

      (b)  Each  Seller's  representations  and  warranties  contained  in  this
Agreement  shall be true and correct in all material  respects as of the date of
this Agreement and as of the Closing Date as if made on the Closing Date (except
as to any  representation  or warranty that  specifically  relates to an earlier
date,  which shall be true and correct in all  respects  only as of such date or
time  period);  provided  that  any  such  representation  or  warranty  with  a
qualification  or limitation by reference to the  materiality  of matters stated
therein or as to matters having or not having a Material Adverse Effect or words
of similar effect shall be true and correct in all respects;


                                       13
<PAGE>

      (c) Buyer shall have received from the Seller each of the following:

            (i) A  certificate  signed  by the  Seller  to the  effect  that the
conditions set forth in Section 5.3(a) and (b) have been satisfied;

            (ii) A certified copy of the  resolutions  duly adopted by EU Inc.'s
board of directors  approving the  execution and delivery of this  Agreement and
the consummation of the transactions contemplated hereby;

            (iii) A certificate of good standing  regarding EU Inc. certified by
the  Secretary  of State of the  State of Nevada  dated not more than  seven (7)
business days prior to the Closing;

            (iv) A copy of the charter, articles of incorporation, bylaws and/or
other  organizational and governing documents of EU Inc.,  certified as true and
in full force and effect as of the Closing by such EU Inc.'s  Secretary or other
duly authorized representative;

            (v) Complete copies of all shareholders' and directors'  resolutions
since the incorporation of EU Inc.;

            (vi)  Documentation  duly  executed  and  evidencing  conveyance  of
unencumbered  title to the Shares to the Buyer together with a certified copy of
the entire  share  transfer  log showing the transfer as well as all other prior
issuances and transfers;

            (vii) A  certified  copy of the minutes of a  Shareholders'  Meeting
held on the date of the Closing that shall implement the following resolutions:

                  i.    Nomination  of the new  directors  of the EU Inc.  whose
                        identities have been agreed prior to closing;

                  ii.   Any  initial  changes  to the Bylaws of EU Inc that have
                        been agreed prior to closing.

            (viii) A certified copy a resolution of the Board of Directors of EU
Inc. that shall implement the following resolutions:

                  i.    Nomination  of all of the  officers  of EU Inc. to their
                        respective positions, including as a minimum, persons to
                        assume  the  roles  of  the  President/Chief   Executive
                        Officer, the Corporate  Secretary,  the Treasurer/Senior
                        Financial Officer;

                  ii.   Location of the US head office of EU Inc.  together with
                        a decision to apply to do  business  within the State in
                        which  such  office is  located  and  authorization  for
                        filing the same;

                  iii.  Establishment of the Financial year of EU Inc;

                  iv.   Appointment of the auditors of EU Inc;

                  v.    Approval of any  important  operating  matters that have
                        been identified and agreed during due diligence

            (ix)  An  executed  original  of  the  Shareholders'   Agreement  as
contemplated herein;

            (x) A certificate  attesting to the accuracy and completeness at the
Effective  Time of (1) the list of all of the assets of EU Inc appended  thereto
and (2) the list of all of the agreements to which EU Inc is a party or by which
it may be bound (with copies of all such written agreements appended thereto);

            (xi) An  opinion  of  counsel  to Seller  substantially  in the form
attached hereto as Exhibit 5.3(c)(vi);

      (d) There shall not have been any Material  Adverse Effect with respect to
EU Inc. or their Assets  between the date hereof and the Closing Date, and Buyer
shall have  received a certificate  dated as of the Closing Date,  signed by the
Seller to such effect.


                                       14
<PAGE>

ARTICLE 6 TERMINATION

6.1   Termination by Mutual Consent.

      This Agreement may be terminated and the transactions  contemplated hereby
may be  abandoned  at any time  prior to the  Closing  pursuant  to the terms of
Section 8.1 or by mutual written consent of Seller and Buyer.

6.2   Termination by Either Seller or Buyers.

      This Agreement may be terminated and the transactions  contemplated hereby
abandoned  (a) on written  notice by either  the Seller or Buyer if the  Closing
shall  not have  occurred  by May 1,  2006 (the  "Termination  Date"),  provided
however, that any cure period provided to any party pursuant to Sections 4.3 and
6.4 shall move the  Termination  Date to another date that is the same number of
days removed from any fixed  Termination Date as the length of such cure period;
(b) on written  notice by either  the  Seller or Buyer if any Order  permanently
restraining, enjoining or otherwise prohibiting consummation of the transactions
contemplated by this Agreement shall become final and non-appealable;  provided,
that the right to terminate  this  Agreement  pursuant to clause (a) above shall
not be available to Seller if Seller,  or to Buyer if Buyer, has breached in any
material respect his or its obligations  under this Agreement in any manner that
shall have  proximately  contributed  to the  occurrence  of the  failure of the
transactions contemplated by this Agreement to be consummated.

6.3   Termination by Seller.

      This Agreement may be terminated and the transactions  contemplated hereby
abandoned at any time prior to the Closing Date by the Seller on written  notice
to Buyer if (i) any  condition  in Section 5.1 or Section  5.2 is not  performed
(other  than as a result  of a  Default  by  Seller  in the  performance  of its
obligations hereunder) and the performance of such condition has not been waived
by Seller in writing at or prior to the Closing  Date,  or (ii) there has been a
material breach by Buyer of any representation,  warranty, covenant or agreement
contained  in this  Agreement  that is not curable or, if curable,  is not cured
within 20 business days after  written  notice of such breach is given by Seller
to Buyer.

6.4   Termination by Buyer.

      This Agreement may be terminated and the transactions  contemplated hereby
abandoned  at any time prior to the Closing  Date by Buyer on written  notice to
Seller if (i) any  condition  in  Section  5.1 or Section  5.3 is not  performed
(other  than as a  result  of a  Default  by  Buyer  in the  performance  of its
obligations hereunder) and the performance of such condition has not been waived
by Buyer in  writing  at or prior to the  Closing  Date,  (ii)  there has been a
material breach by Seller of any representation, warranty, covenant or agreement
contained  in this  Agreement  that is not curable or, if curable,  is not cured
within 20 business days after written notice of such breach is given by Buyer to
the Seller, or (iii) any condition in Section 8.1 is unsatisfactory to Buyer, at
Buyer's sole discretion.

6.5   Effect of Termination and Abandonment.

      In the event of termination  of this Agreement and the  abandonment of the
transactions pursuant to this Article 6, this Agreement shall become void and of
no effect;  provided,  however,  that the  provisions  of this  Section 6.5, and
Articles  7,  9  and  10  (excluding   Section  9.10)  shall  survive  any  such
termination,  and any such termination shall not relieve any party hereto of any
Liability for damages resulting from any prior breach of this Agreement.

ARTICLE 7 INDEMNIFICATION

7.1   Survival.

      All agreements,  covenants,  representations and warranties made by Seller
in this Agreement or pursuant  hereto or in any certificate  delivered  pursuant
hereto shall  survive the Closing  Date for the time  periods  indicated in this
Article 7. The representations, warranties, covenants and agreements made by any
of the Seller shall not be affected or deemed  waived by reason of the fact that
Buyer or its  Representatives  should have known that any such  representations,
warranties,  covenants or agreements  are or might be inaccurate in any respect.
Any  furnishing  of   information  to  Buyer  by  Seller  or  their   respective
Representatives,  pursuant to, or otherwise in connection  with,  this Agreement
shall not waive Buyer's right to rely on any representation,  warranty, covenant
or agreement made by any of the Seller.


                                       15
<PAGE>

7.2   Agreement of Seller to Indemnify.

      Subject  to  the   provisions  of  this  Article  7,   regardless  of  any
investigation  (including any  environmental  investigation or assessment or any
due  diligence  review  or  investigation)  conducted  with  respect  to, or any
knowledge  acquired  (or capable of being  acquired) at any time before or after
the  execution and delivery of this  Agreement,  the Seller agrees to indemnify,
defend, and hold harmless the Buyer Group from, against,  for, and in respect of
any and all Losses  asserted  against,  imposed  upon,  or incurred by the Buyer
Group by reason of, resulting from, based upon, or arising out of:

      (a) the breach of any  representation  or warranty of any Seller contained
in or made  pursuant  to  this  Agreement,  any  Ancillary  Agreement  or in any
certificate, Schedule, or Exhibit attached hereto or specifically required to be
delivered hereunder. For purposes of determining whether any Seller has breached
any such  representation  or warranty,  any  qualification or limitation of such
representation  or warranty by reference to the  materiality  of matters  stated
therein or as to matters having or not having a Material Adverse Effect or words
of similar effect shall be disregarded;

      (b) the breach or  non-fulfillment  of any  covenant or  agreement  of any
Seller contained in or made pursuant to this Agreement,  any Ancillary Agreement
or in any  certificate,  Schedule,  or Exhibit  attached  hereto or specifically
required to be delivered hereunder;

      (c) any brokerage or finder's fees or commissions or similar  payments due
in  respect  of the  transactions  contemplated  hereto  based on  contracts  or
understandings with Seller;

      (d) a  failure  to file or an  incomplete  filing of any Form 5500 for the
Employee  Benefit  Plans that should have been filed with the  Internal  Revenue
Service on or prior to the Closing  Date,  including  any sanctions or penalties
imposed and any costs incurred in the preparation of such Form 5500;

      (e) any failure to maintain a signed  written  plan  document for any Code
Section 125 plan;

      (f) any Litigation listed on Schedule 2.12.

7.3   Agreement of Buyer to Indemnify.

      Subject to the terms and  conditions of this Article 7,  regardless of any
investigation  (including any  environmental  investigation or assessment or any
due  diligence  review  or  investigation)  conducted  with  respect  to, or any
knowledge  acquired  (or capable of being  acquired) at any time before or after
the execution and delivery of this Agreement, Buyer agrees to indemnify, defend,
and hold harmless the Seller Group from, against, for, and in respect of any and
all Losses  asserted  against,  imposed upon, or incurred by the Seller Group by
reason of, resulting from, based upon, or arising out of:

      (a) the breach of any  representation or warranty of Buyer contained in or
made pursuant to this Agreement,  any Ancillary Agreement or in any certificate,
Schedule, or Exhibit furnished by Buyer in connection herewith or therewith. For
purposes of determining  whether Buyer has breached any such  representation  or
warranty,  any qualification or limitation of such representation or warranty by
reference to the  materiality  of matters stated therein or as to matters having
or not having a Material  Adverse  Effect or words of  similar  effect  shall be
disregarded;

      (b) the breach or  non-fulfillment  of any  covenant or agreement of Buyer
contained in or made pursuant to this Agreement,  any Ancillary  Agreement or in
any certificate,  Schedule, or Exhibit furnished by Buyer in connection herewith
or therewith; and


                                       16
<PAGE>

7.4   Procedures for Indemnification.

      (a) An  Indemnification  Claim shall be made by the Indemnitee by delivery
of a  written  declaration  to the  Indemnitor  requesting  indemnification  and
specifying in reasonable detail the basis on which indemnification is sought and
the amount of asserted Losses and, in the case of a Third Party Claim, attaching
any written  correspondence  asserting such Third Party Claim. With respect to a
Third Party Claim,  an Indemnitee  shall deliver such  declaration to Indemnitor
promptly after receiving  notice of such Third Party Claim;  provided,  however,
the failure to notify the  Indemnitee  will not relieve  the  Indemnitor  of any
liability  that it may have to the  Indemnitee,  except to the  extent  that the
Indemnitor's  defense  of or  ability to settle  such  Indemnification  Claim is
actually and  materially  prejudiced  by the  Indemnitee's  failure to give such
notice.

      (b) If the  Indemnification  Claim  involves  a  Third  Party  Claim,  the
procedures  set forth in Section 7.5 hereof shall be observed by the  Indemnitee
and the Indemnitor.

      (c) If the  Indemnification  Claim  involves  a matter  other than a Third
Party Claim,  the  Indemnitor  shall have twenty (20) Business Days to object to
such Indemnification  Claim by delivery of a written notice of such objection to
the Indemnitee specifying in reasonable detail the basis for such objection.  If
an objection is timely interposed by the Indemnitor, then the Indemnitee and the
Indemnitor  shall  negotiate in good faith for a period of fifteen (15) Business
Days from the date (such period is hereinafter  referred to as the  "Negotiation
Period") the Indemnitee  receives such objection.  After the Negotiation Period,
if the Indemnitor and the  Indemnitee  still cannot agree on an  Indemnification
Claim,  either the Indemnitor and Indemnitee may commence  litigation  regarding
the dispute.

      (d) Upon determination of the amount of an  Indemnification  Claim that is
binding on both the Indemnitor and the Indemnitee,  the Indemnitor shall pay the
amount of such Indemnification  Claim by wire transfer of immediately  available
funds within ten (10) days of the date such amount is determined.

7.5   Defense of Third Party Claims.

      The Indemnitor shall have the right,  upon receipt of the  Indemnification
Claim involving a Third Party Claim and at its expense using counsel  reasonably
satisfactory  to the  Indemnitee,  to defend such Third Party Claim actively and
diligently,  and in such  manner  as to  minimize  the  risk  of the  Indemnitee
becoming subject to Liability for any other significant  matter, in its own name
or, if necessary,  in the name of the  Indemnitee;  provided  however,  that the
assumption  of the  defense  by the  Indemnitor  of a Third  Party  Claim  shall
constitute a final and binding  acknowledgment by the Indemnifying Party that it
is obligated under this Article 7 to indemnify the Indemnitee in respect of such
Third  Party  Claim.  If an  Indemnitor  assumes the defense of such Third Party
Claim,  the Indemnitee  will cooperate with and make available to the Indemnitor
such  assistance  and  materials as may be  reasonably  requested of it, and the
Indemnitee shall have the right, at its expense,  to participate in the defense.
The  Indemnitor  shall have the right to settle and  compromise  such claim only
with the consent of the  Indemnitee  (which  consent  shall not be  unreasonably
withheld or delayed)  unless the sole relief  provided is monetary  damages that
are paid in full by the Indemnitor and such settlement includes an unconditional
term releasing the Indemnitee from all Liability.

      In the event the Indemnitor  shall notify the Indemnitee  that it does not
wish to defend the Third Party Claim,  or if the  Indemnitor  fails to undertake
the  defense  or  to  notify  the  Indemnitee   within  ten  (10)  days  of  the
Indemnification  Claim that it is undertaking  the defense,  then the Indemnitee
shall have the right to conduct a defense  against  such Third Party  Claim.  In
addition, and Section 7.5(a)  notwithstanding,  if a Third Party Claim involves,
in the  Indemnitee's  reasonable  opinion,  a matter  that could have a material
adverse  effect  on  the  business,  operations,  prospects  or  Assets  of  the
Indemnitee, then the Indemnitee shall have the right to the defense of the Third
Party Claim. All costs,  expenses and fees, including all reasonable  attorneys'
fees which may be incurred by the Indemnitee in connection  with  conducting the
defense,  compromise  or  settlement  of Third Party Claims  referenced  in this
Section 7.5(b) shall be included as part of the  indemnification  obligations of
the  Indemnitor  hereunder  to the extent  that the  Indemnitee  is  entitled to
indemnification.  The  Indemnitee  shall have the right to settle and compromise
the Third Party Claims  referenced in this Section 7.5(b) if it acts  reasonably
and in good faith upon ten (10) days  notice to, but without the consent of, the
Indemnitor.

      With respect to Seller'  indemnification of Buyer Group for the Litigation
listed on Schedule  2.12,  the parties  acknowledge  and agree that Buyer and EU
Inc., together with any relevant insurance companies,  shall control the defense
of such Third  Party  Claims,  and  provided  that Buyer  shall not agree to any
settlement of any such  Litigation  without the prior written consent of Seller,
not to be unreasonably  denied,  if such settlement  creates any Liabilities for
the Seller.


                                       17
<PAGE>

7.6   General Tax Indemnity.

      Notwithstanding  anything  to the  contrary in the  Agreement,  the Seller
shall indemnify the Buyer Group and hold them harmless from and against (without
duplication),  any  and  all  Losses  attributable  to (i)  all  Taxes  (or  the
non-payment  thereof) of EU Inc. for all taxable periods ending on or before the
Closing Date and the portion through the end of the Closing Date for any taxable
period that  includes (but does not end on) the Closing Date  ("Pre-Closing  Tax
Period"), (ii) all Taxes of any member of an affiliated,  consolidated, combined
or unitary group of which EU Inc. (or any  predecessor  of any of the foregoing)
is or was a member  on or prior  to the  Closing  Date,  including  pursuant  to
Treasury  Regulation  ss.1.1502-6 or any analogous or similar state,  local,  or
foreign law or regulation, and (iii) any and all Taxes of any person (other than
EU Inc.)  imposed on EU Inc.  as a  transferee  or  successor,  by  contract  or
pursuant to any law,  rule,  or  regulation,  which Taxes  relate to an event or
transaction  occurring before the Closing.  Seller shall reimburse Buyer for any
Taxes of EU Inc. which are the responsibility of Seller pursuant to this Section
7.6 within fifteen (15) business days after payment of such Taxes by Buyer or EU
Inc.  For  purposes of this  Agreement,  in the case of any Taxable  period that
includes  (but does not end on) the  Closing  Date (a  "Straddle  Period"),  the
amount of any Taxes based on or  measured  by income or receipts of EU Inc.  for
the  Pre-Closing  Tax Period shall be determined  based on an interim closing of
the books as of the close of business on the Closing Date (and for such purpose,
the taxable period of any partnership or other  pass-through  entity in which EU
Inc. holds a beneficial  interest shall be deemed to terminate at such time) and
the amount of other Taxes of EU Inc.  for a Straddle  Period which relate to the
Pre-Closing  Tax  Period  shall be deemed  to be the  amount of such Tax for the
entire  Taxable  period  multiplied  by a fraction the numerator of which is the
number  of days  in the  Taxable  period  ending  on the  Closing  Date  and the
denominator of which is the number of days in such Straddle Period.

7.7   Limitations.

      Seller  shall be  obligated  to  indemnify  the Buyer Group under  Section
7.2(a) only when the  aggregate of all Losses  suffered or incurred by the Buyer
Group as to which a right of  indemnification  is provided  solely under Section
7.2(a) exceeds Two Hundred Thousand Dollars ($200,000) (the "Threshold Amount");
provided,  however,  that the  Threshold  Amount  shall not apply to claims  for
breach of Sections 2.1 and 2.6. After the aggregate of all such Losses  suffered
or incurred by the Buyer Group exceeds the Threshold Amount, the Seller shall be
obligated  to  indemnify  the  Indemnitee  to the full  extent of such Losses in
excess of the  Threshold  Amount.  The  aggregate  Liability of the Seller under
Section 7.2(a):  (i) with respect to claims for breach of any  representation or
warranty  other than those  contained in Sections 2.1, 2.6, 2.8 and 2.14,  shall
not exceed Five Million  Dollars  ($5,000,000);  (ii) with respect to claims for
breach of any  representation or warranty in Section 2.14, shall not exceed Five
Million  Dollars  ($5,000,000);  and (iii) with respect to Sections 2.1, 2.6 and
2.8, shall not exceed the Purchase Price.

      The  indemnification  rights of the  parties  hereto for Losses  resulting
solely  from a  breach  of  representations  and  warranties  contained  in this
Agreement  under  Sections  7.2(a) are subject to the condition  that the Seller
shall have received an Indemnification  Claim for the Losses for which indemnity
is sought within two (2) years after the Closing Date; provided,  however, that,
the indemnification  rights of Buyer Group for Losses resulting from a breach of
the  representations and warranties made by the Seller in (a) Sections 2.3, 2.4,
2.5,  2.14 and 2.17 are  subject to the  condition  that the  Seller  shall have
received  written notice of the Losses for which  indemnity is sought within six
(6) years after the Closing Date and (b) Sections 2.1, 2.6 and 2.8 shall survive
indefinitely.  There is no time limitation for Indemnification Claims for Losses
other than under subsection 7.2(a).

      Notwithstanding  any  provision  in this  Agreement to the  contrary,  the
limitations  described in this Section 7.7 shall only apply to claims for Losses
under Section 7.2(a).

      Except  in the  case  of  fraud  and for  equitable  remedies,  a  party's
exclusive remedy for claims for monetary Losses arising solely out of any breach
of any representation or warranty shall be  indemnification  pursuant to Section
7.2(a).

      Notwithstanding  anything in this  Agreement to the  contrary,  the Seller
shall not be liable for breaches or non-fulfillment  of any Ancillary  Agreement
executed  solely by an  individual  Seller.  In such cases  only the  respective
breaching Seller shall be liable to the Buyer Group.

      The  amount of any Loss  subject  to  indemnification  hereunder  shall be
calculated  net of any insurance  proceeds  actually  received by the Indemnitee
(net of any incremental collection and other expenses with respect thereto) that
are directly  attributable to such Losses.  Each Indemnitee shall use good faith
efforts  to  seek  full  recovery  under  any  insurance  policies  covering  an
indemnifiable Loss; provided,  however,  that each Indemnitor shall make any and
all  payments  required  under  this  Article  7 without  regard  to any  future
potential  recovery by the Indemnitee  under any such insurance  policy.  In the
event that an  insurance  recovery is made by the  Indemnitee  with respect to a
Loss for which it has been previously indemnified hereunder, then a refund equal
to the  amount  of  the  recovery  (but  not  exceeding  the  amount  previously
indemnified) shall be made promptly to the Seller' Representative,  who shall be
responsible for distributing such amount among the Seller.


                                       18
<PAGE>

ARTICLE 8 CLOSING AND DUE DILIGENCE

8.1   Closing and Due Diligence.

      From the date of the  execution of this  Agreement  and until such time as
the  Buyer  shall  have  completed  its due  diligence  review  ("Due  Diligence
Period"),  the Buyer shall  undertake the normal due diligence  review of all of
the operations and business of EU Inc. The Due Diligence Period shall extend for
a period not to exceed 15 business  days from the date on which the Seller shall
provide the Buyer with copies of the Due Diligence Materials.

The term "Due Diligence  Materials"  shall mean any information  that has or may
reasonably  be expected to have a material  affect on the  business of EU Inc in
whatever form held,  stored or maintained and shall include Actual Knowledge and
any unwritten knowledge of any Director, Officer or employee of EU Inc. The term
shall also include any information which any Director, Officer or employee of EU
Inc  shall be aware is in the  possession  of any EU  Shareholders  or its other
affiliates.

8.2   Termination due to unsatisfactory Due Diligence.

      This agreement may be terminated,  however such  termination  shall not be
unreasonable, at any time prior to Closing, at Buyer's sole discretion, if Buyer
is not satisfied with its due diligence  investigations,  or is unable to obtain
satisfactory  financing  to  meet  the  terms  of  Section  1.3  and 1.4 of this
Agreement.

ARTICLE 9 GENERAL PROVISIONS

9.1   Certain Definitions.

      The following  capitalized  terms shall have the  respective  meanings set
forth below:

      "Actual Knowledge" means, with respect to the Seller, the actual knowledge
of each of the  following  individuals:  Michael  Porter,  Ian Zant-Boer and any
director or officer of EU Inc.

      "Affiliate"  means,  with  respect to a specified  Person,  at the time in
question,  any other Person  Controlling,  Controlled by or under common Control
with the specified Person or any officer,  director,  manager, partner or direct
or indirect  beneficial owner of any 10% or greater equity or voting interest of
such Person.  In addition,  with respect to EU Inc., the term  "Affiliate"  also
includes any Person  capable of being  controlled by any  combination of EU Inc.
and it's respective Affiliates.

      "Agreement"  means  this  Equity  Purchase  Agreement  together  with  all
Schedules  and  Exhibits,  as the same may be amended or  modified  from time to
time.

      "Ancillary  Agreements" means, as to any party, the agreements,  documents
and  instruments  to be executed and  delivered  by such party  pursuant to this
Agreement.

      "Assets" of a Person means all of the assets,  properties,  businesses and
rights of such Person of every kind, nature, character and description,  whether
real,  personal or mixed,  tangible or  intangible,  accrued or  contingent,  or
otherwise  relating  to or  utilized  in such  Person's  business,  directly  or
indirectly, in whole or in part, whether or not carried on the books and records
of such  Person,  and  whether  or not  owned in the name of such  Person or any
Affiliate of such Person and wherever located.

      "Business"  means the business carried on by Seller from time to time, and
all businesses and activities ancillary thereto.


                                       19
<PAGE>

      "Business  Day" or  "business  day" means any day other  than a  Saturday,
Sunday,  or a day on which banking  institutions  in the State of California are
permitted or obligated by applicable Law to be closed.

      "Buyer" has the meaning set forth in the preface above.

      "Buyer Group" means the Buyer and each of its respective  Affiliates,  and
Representatives.

      "Closing" means the consummation of the transactions  contemplated by this
Agreement,  except to the extent such  transactions  are specified to occur,  if
ever, after the Closing.

      "Closing Date" means the date on which the Closing actually occurs.

      "Code" means the Internal  Revenue Code of 1986, as amended.  Any citation
to a provision of the Code includes a citation to any successor provision.

      "Consent"  means any consent,  notice,  approval,  authorization,  filing,
declaration,  registration,  clearance, exemption, waiver or similar affirmation
by any Person pursuant to any Contract, applicable Law or Order.

      "Contract" has the meaning set forth in Section 2.11(b).

      "Control,  Controlling,  or  Controlled"  means  possessing,  directly  or
indirectly,  the power to direct or cause the  direction of the  management  and
policies of another Person,  whether through ownership of voting securities,  by
contract or otherwise.

      "Default"   means  (i)  any  breach  or  violation  of,   default   under,
contravention  of, or  conflict  with,  any  Contract,  Law or  Order,  (ii) any
occurrence of any event that with the passage of time or the giving of notice or
both would constitute a breach or violation of, default under, contravention of,
or conflict  with,  any Contract,  Law or Order,  or (iii) any occurrence of any
event that with or without  the passage of time or with or without the giving of
notice would give rise to a right of any Person to exercise any remedy or obtain
any relief under, terminate or revoke, suspend,  cancel, or modify or change the
current terms of, or  renegotiate,  or to accelerate the maturity or performance
of, or to increase or impose any Liability under, any Contract, Law or Order.

      "Effective  Time"  means  11:59  p.m.  in  Irvine,  California  on the day
preceding the Closing.

      "Employee  Benefit Plans" shall include  pension and profit sharing plans,
retirement and post  retirement  welfare  benefits,  health  insurance  benefits
(medical, dental and vision), disability, life and accident insurance,  sickness
benefits,  vacation,  employee  loans  and  banking  privileges  and any  bonus,
incentive, deferred compensation, stock purchase, stock option, phantom stock or
other equity-based  severance,  employment,  change of control or fringe benefit
plan,  program or agreement  (whether  written or oral),  including any employee
benefit plans as defined in ERISA.

      "Environmental  Laws"  means any and all Laws in effect on or prior to the
Closing  Date  relating  to  pollution  or  protection  of human  health  or the
environment  (including  ambient air, indoor air,  surface water,  ground water,
land surface, or subsurface  strata),  including,  without  limitation,  (i) the
Comprehensive  Environmental Response Compensation and Liability Act, as amended
(42 U.S.C.  ss.ss.9601 et seq.  ("CERCLA")),  (ii) the Resource Conservation and
Recovery  Act, as amended (42 U.S.C.  ss.ss.6901  et seq.  ("RCRA")),  (iii) the
Clean Air Act (42  U.S.C.  ss.ss.  7401 et seq.);  (iv) the Clean  Water Act (33
U.S.C.   ss.ss.1251  et  seq.),   (v)  the  Emergency   Planning  and  Community
Right-to-Know Act (42 U.S.C.  ss.ss.  11011 et seq.), (vi) the Oil Pollution Act
of 1990  (33  U.S.C.  ss.ss.  2701  et  seq.),  (vii)  the  Hazardous  Materials
Transportation Act (49 U.S.C.  ss.ss. 1801 et seq.), (viii) the Toxic Substances
Control  Act (15  U.S.C.  ss.ss.  2601 et  seq.),  (ix) any  state or local  Law
analogous to the Laws listed in parts (i) - (viii) of this subparagraph, (x) any
amendments to the statues,  laws or  ordinances  listed in parts (i) - (viii) of
this  subparagraph,  in existence on the date hereof, and (xi) any other Law now
in effect  relating to  emissions,  discharges,  releases,  threatened  releases
generation,  management,  handling, control, use, treatment,  storage, disposal,
transport, removal, remediation or recovery of any Hazardous Material.

      "Environmental  Permit"  means  Permits,   Consents,   Orders,  and  other
authorizations that are required under Environmental Laws in connection with the
operation of the business of each  Purchased  Entity or the  ownership,  use, or
lease of the Assets of each Purchased Entity.


                                       20
<PAGE>

      "ERISA"  means the Employee  Retirement  Income  Security Act of 1974,  as
amended, and all final and temporary regulations thereunder.

      "Financial Statements" has the meaning set forth in Section 2.8(a).

      "GAAP" means United States generally accepted accounting  principles as in
effect from time to time and consistently applied to the Financial Statements.

      "Governmental  Authority" means any federal, state, county, local, foreign
or other governmental or public agency, instrumentality,  commission, authority,
court, board or other body.

      "Hazardous  Materials" means and shall include,  without  limitation,  any
material,  substance,  waste, chemical,  compound,  product, solid, gas, liquid,
byproduct,  pollutant or contaminant which as of or prior to the Closing Date is
or was: (a) listed in the United States Department of  Transportation  Hazardous
Materials Table (49 C.F.R. ss.ss. 172.101,  including the Appendix thereto); (b)
identified by the United States  Environmental  Protection Agency as a hazardous
substance (40 C.F.R.  Part 301);  (c)  designated as a "hazardous  substance" in
Section 311 of the federal Water Pollution Control Act (33 U.S.C.  ss.ss.  1251,
et seq.;  (d) defined as a "hazardous  waste" under  Section 1004 of the federal
Resource  Conservation  Recovery  Act, (42 U.S.C.  ss.ss.  6901,  et seq.);  (e)
defined as a "hazardous  substance" pursuant to Section 101 of the Comprehensive
Environmental  Response  Compensation  Liability  Act, 42 U.S.C ss.ss.  9601, et
seq., as amended by the Superfund  Amendments  and  Reauthorization  Act of 1986
("SARA");  (f) any material  containing asbestos above regulated levels; (g) any
radioactive  materials;  (h)  any  regulated  petroleum  hydrocarbon,  petroleum
hydrocarbon product, or natural gas material;  (i) defined as "hazardous waste,"
"hazardous  material,"  "hazardous  substance," or words of similar import under
any  applicable  federal,  state or local,  environmental  or worker  health and
safety  Laws;  or (j)  which is  prohibited,  limited,  or  regulated  under any
amendments,  revisions,  supplements or replacements of any of the above and any
regulations implementing any of the above.

      "Indebtedness"  means (a) indebtedness  for borrowed money,  (indebtedness
for any deferred purchase price (other than trade payables for goods or services
payable on terms of net 30 days (or less) and arising in the ordinary  course of
business), (c) indebtedness under title retention agreements, (d) obligations as
lessee under capital leases,  (e)  Liabilities  for unfunded  benefits under any
pension plan or scheme for employees,  (f) obligations under currency,  interest
rate or other hedging  arrangements or swaps, and (g) any Liability  required to
be  reflected  on a  balance  sheet  other  than  current  Liabilities,  all  as
determined in accordance with GAAP, consistently applied.

      "Indemnitee" means a party seeking  indemnification  under Section 1.7, or
Article 7.

      "Indemnification  Claim" means a claim for  indemnification  under Section
1.7 or Article 7.

      "Indemnitor"  means a party  from whom  indemnification  is  sought  under
Section 1.7 or Article 7.

      "Intellectual Property" has the meaning set forth in Section 2.16(a).

      "IRS" has the meaning set forth in Section 2.8.

      "Inventory" means inventory held for sale/resale and raw materials.

      "Inventory Value" means the value of the raw materials and inventory of EU
Inc. as of the Effective Time, provided that all the raw materials are valued at
cost.

      "Knowledge" means, with respect to the Seller, (i) the actual knowledge of
each  of the  following  individuals:  Michael  Porter,  Ian  Zant-Boer  and any
director or officer of EU Inc.;  and (ii) the knowledge a prudent  individual in
the position of any of the foregoing individuals could be reasonably expected to
possess concerning the existence of the matters at issue.

      "Law" means any domestic or foreign federal,  state or local statute, law,
ordinance, rule, administrative  interpretation,  regulation, order, judgment or
decree.


                                       21
<PAGE>

      "Leased  Premises" shall mean the offices and other  facilities  leased by
Seller or any of its  Affiliates  pursuant to the Leases and used in  connection
with the Business.

      "Leased Real Property" means real property leased by EU Inc.

      "Leases"  shall  mean the  real  property  leases  and  rental  agreements
(including  subleases),  as  amended,  entered  into with  respect to the Leased
Premises, as set forth in Schedule 2.15(a).

      "Liability" means any direct or indirect, primary or secondary, liability,
indebtedness,   obligation,   penalty,  cost  or  expense  (including  costs  of
investigation,   collection  and  defense),   claim,  deficiency,   guaranty  or
endorsement  of or by any  Person  of any type,  whether  accrued,  absolute  or
contingent, liquidated or unliquidated,  matured or unmatured, known or unknown,
disputed or undisputed,  secured or unsecured,  joint or several,  or otherwise,
and  whether  or not the same is  required  to be accrued  or  disclosed  on the
financial statements of such Person.

      "Lien" means any claim,  charge,  conditional  sale agreement,  default of
title, easement, encroachment, encumbrance,  hypothecation,  infringement, lien,
mortgage, pledge, reservation,  security interest or other security arrangement,
or any adverse right or interest of any nature whatsoever of, on or with respect
to any Asset.

      "Litigation" means any action, litigation,  arbitration,  cause of action,
lawsuit,   claim,  complaint,   criminal  prosecution,   governmental  or  other
examination  or  investigation,  audit (other than  regular  audits of financial
statements  by  outside  auditors),   compliance  review,  inspection,  hearing,
administrative  or other proceeding  (whether civil,  criminal,  administrative,
investigative or informal).

      "Loss"  means any and all  demands,  claims,  actions or causes of action,
damage, assessments, diminution of value, losses, damages (including special and
consequential  damages),  liabilities,  costs or  expenses,  including,  but not
limited to,  interest,  penalties,  reasonable  attorneys' fees and expenses and
reasonable costs of investigation and defense.

      "Major Decisions" has the meaning set forth in Section 1.6.

      "Material"  or  "material"  for  purposes  of  this  Agreement   shall  be
determined  in light of the facts and  circumstances  of the matter in question,
provided  that any  specific  monetary  amount  stated in this  Agreement  shall
determine materiality in that instance.

      "Material Adverse Effect" means a violation,  inaccuracy, breach, default,
failure to comply,  change in  circumstances,  loss,  effect,  fact,  agreement,
arrangement, commitment,  understanding,  obligation, event or occurrence which,
individually  or in the  aggregate,  has had or would  reasonably be expected to
have a material  adverse effect or material  adverse impact on (i) the business,
financial  condition,  Assets or results  of  operations  of EU Inc.  taken as a
whole,  or (ii) the  ability of any Seller to  perform  its/his/her  obligations
under  this  Agreement  and  the  Ancillary  Agreements  or  to  consummate  the
transactions contemplated by this Agreement and the Ancillary Agreements.

      "Material  Contracts"  means,  collectively,  the  contracts  described in
Section 2.11 hereof.

      "Negotiation Period" has the meaning set forth in Section 7.4(c).

      "Order" means any administrative  decision or award,  decree,  injunction,
judgment,  order,  quasi-judicial  decision  or  award,  ruling,  or writ of any
Governmental  Authority, or any binding determination pursuant to arbitration or
other similar alternative dispute resolution forum.

      "Permits" means all licenses,  permits, orders, approvals,  registrations,
authorizations,  qualifications  and filings with and under all federal,  state,
local or foreign laws or Governmental Authority.

      "Permitted Liens" means (i) Liens for Taxes not yet due and payable,  (ii)
materialmen's or similar liens or obligations  arising in the ordinary course of
business securing accrued obligations not yet due and payable, (iii) Liens under
equipment  leases  and  capitalized  leases  with  Persons  entered  into in the
ordinary  course of  business,  which in each  case are  disclosed  on  Schedule
2.11(a).


                                       22
<PAGE>

      "Person" means any individual, corporation, partnership, limited liability
company, firm, joint venture,  association,  joint-stock company, trust, estate,
unincorporated  organization,  business unit,  division or other entity,  or any
Governmental Authority.

      "Pre-Closing Tax Period" has the meaning set forth in Section 7.6.

      "Purchase Price" has the meaning set forth in Section 1.3(a).

      "Real Property" means all real property currently owned by EU Inc.

      "Related Party" has the meaning set forth in Section 2.21.

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

      "Seller" or "Seller" has the meaning set forth in the preface above.

      "Seller  Group" means the Seller and each of their  respective  Affiliates
and Representatives.

      "Shares"  has the  meaning  set  forth  in the  Recitals  section  of this
Agreement.

      "Straddle Period" has the meaning set forth in Section 7.6.

      "Tax" means any federal,  state, county, local or foreign income, premium,
payroll,  withholding,  unclaimed property, excise, sales, use, gains, transfer,
real and personal  property,  use and  occupation,  capital stock,  franchise or
other  tax,  levy,  charge,  duty or other  assessment  of any kind  whatsoever,
including interest, additions and penalties thereon.

      "Taxing  Authority"  means  the IRS and any other  Governmental  Authority
responsible for the administration of any Tax.

      "Tax Return"  means any return,  report or statement  required to be filed
with or provided to any Taxing  Authority with respect to any Tax (including any
attachments  thereto,  and any amendment  thereof),  including  any  information
return, claim for refund, amended return or declaration of estimated Tax.

      "Termination Date" has the meaning set forth in Section 6.2.

      "Threshold Amount" has the meaning set forth in Section 7.7(a).

      "Third Party Claim" means any Litigation  threatened or instituted against
the Indemnitee,  which, if prosecuted successfully,  would be a matter for which
the Indenmitee is entitled to indemnification under this Agreement.

      "Transaction  Documents"  means  this  Agreement  and all other  documents
required to give effect to the transaction contemplated hereby.

9.2   Singular and Plural.

      Any singular term in this Agreement shall be deemed to include the plural,
and any plural term the singular.

ARTICLE 10 MISCELLANEOUS

10.1  Entire Agreement; No Third Party Beneficiaries.

      This  Agreement,  the  Exhibits  and  Schedules  attached  hereto  and the
Ancillary  Agreements  constitute the entire agreement  between the parties with
respect  to the  transactions  contemplated  hereby  and  supersedes  all  prior
arrangements or understandings with respect thereto, written or oral. Nothing in
this  Agreement,  expressed  or implied,  is intended to confer upon any Person,
other than the parties or their  respective  successors,  any rights,  remedies,
obligations, or liabilities under or by reason of this Agreement.


                                       23
<PAGE>

10.2  Amendments; Waiver.

      This  Agreement may be amended only by a subsequent  writing signed by the
Seller and Buyer. No waiver hereto or hereunder shall be valid unless in writing
signed  by an  authorized  signatory  of the  party or  parties  to be  affected
thereby.

10.3  Assignment.

      Neither this  Agreement  nor any of the rights,  interests or  obligations
hereunder  shall be assigned by any party hereto (whether by operation of law or
otherwise),  in whole or in part, without the prior written consent of the other
parties;  provided,  however,  that, Buyer may assign its rights and obligations
under this Agreement  without the consent of Seller to any affiliate of Buyer or
to any party that acquires  substantially all of the assets or stock of Buyer or
any successor  entity resulting from a merger or consolidation of or with Buyer.
Subject to the preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors
and assigns.

10.4  Notices.

      All  notices  or other  communications  that  are  required  or  permitted
hereunder  shall be in writing and sufficient if delivered by hand, by facsimile
transmission,  by certified mail,  postage pre-paid,  or by courier or overnight
carrier,  to the  Persons  at the  addresses  set forth  below (or at such other
address  as may be  provided  hereunder),  and  shall  be  deemed  to have  been
delivered as of the date so delivered:

         If to Seller:     EU Energy Inc.
                           Attn: Andy Lockhart
                           2650 FM 470
                           Bartonville,Texas 76226
                           Phone: 940 455 7450
                           Fax: 940 455 7451

                               Copy to Counsel        Ian Zant-Boer
                                                      EMW Law
                                                      13th St.
                                                      Central Milton Keynes
                                                      Buckinghamshire, UK
                                                      Phone: 011-44-1908-399600

         If to Buyer:      CTC Wind Systems Corporation
                                    Attention: Benton H Wilcoxon, President
                                    2026 Mc Gaw Avenue
                                    Irvine CA, 92614
                                    +1-949-660-1533
                                    +1-949-428-8500

                                    Copy to Counsel   Michael McIntosh

10.5  Governing Law; Dispute Resolution.

      Notwithstanding  the place where this  Agreement may be executed by any of
the parties, the parties hereto expressly agree that this Agreement shall in all
respects be governed by, and construed in accordance with, the laws of the State
of California.


                                       24
<PAGE>

      Except for  obtaining a temporary  restraining  order or an  injunction in
accordance  with Section  10.5(h),  any claim or controversy  under or involving
this  Agreement  shall be  finally  settled  by  binding  arbitration  under the
Commercial Arbitration Rules of the American Arbitration Association,  except as
modified herein (the "Rules").

      The arbitration  shall be held in Irvine,  California.  There shall be one
arbitrator,  who shall have experience in the building  products  industry.  The
Buyer and the  Shareholders'  Representative  shall  attempt  to agree on such a
single mutually  acceptable  arbitrator  within ten (10) business days after any
party   invokes   arbitration   under  this  Section  10.5.  If  the  Buyer  and
Shareholders'  Representative  are unable to agree on an arbitrator  within such
ten (10) business day period, the Buyer and Shareholders'  Representative  shall
with ten (10) business  days each select one potential  arbitrator in accordance
with the Rules. The two named potential arbitrators shall then select the single
arbitrator  within  thirty (30) days of the  selection  of the second  potential
arbitrator.  If either the Buyer or the  Shareholders'  Representative  does not
name a potential  arbitrator within such period,  then the potential  arbitrator
identified  by the other party shall be the single  arbitrator  for the claim or
controversy.  If the two  named  potential  arbitrators  have not  agreed on the
single  arbitrator within the time limits specified above, then such appointment
shall be made by the American  Arbitration  Association  in accordance  with the
Rules upon the written request of the Buyer or the Shareholders'  Representative
within (30) days of such  request.  The  arbitration  hearing  shall be held, if
possible,  within one hundred eighty (180) days of the appointment of the single
arbitrator,  and the award shall be issued, if possible, within thirty (30) days
after the close of the hearing.

      Any decision or award of the arbitrator shall be based solely on the terms
of this Agreement,  applicable law, and the facts presented by the parties.  The
Parties  hereby  waive  any  rights  of  application  or  appeal to any court or
tribunal of competent  jurisdiction  (including without limitation the courts of
the United States and the State of California)  to the fullest extent  permitted
by law in  connection  with any  question  of law  arising  in the course of the
arbitration or with respect to any award made. Notwithstanding the foregoing, by
agreeing to  arbitration,  the parties do not intend to deprive any court of its
jurisdiction to issue a pre-arbitral  injunction,  pre-arbitral  attachment,  or
other order in aid of  arbitration  proceedings  and  enforcement  of any award.
Without  prejudice to such  provisional  remedies as may be available  under the
jurisdiction  of a court,  the  arbitrator  shall have full  authority  to grant
provisional  remedies and to direct the parties to request that any court modify
or vacate any temporary or preliminary relief issued by such court, and to award
damages for the failure of any party to respect the  arbitrator's  order to that
effect.

      The decision or award of the  arbitrator  shall be the sole and  exclusive
remedy  between  the  parties  regarding  any and all  issues  presented  to the
arbitrator.  The award shall be final and binding upon the parties, and judgment
upon any award may be  entered  in any court in the State of Nevada or any other
court of competent subject matter  jurisdiction,  having  jurisdiction  thereof.
Each party  hereby  irrevocably  consents to the  personal  jurisdiction  of the
courts in the State of Nevada,  solely for purposes of confirmation of, entry of
judgment upon, and enforcement of the arbitral award.  Each party further hereby
irrevocably  waives  and  covenants  not to  assert  any  defenses  in any  such
proceeding based on any alleged defects in  jurisdiction,  venue, or convenience
of the forum.

      The  non-prevailing  party or  parties  to the  arbitration  shall pay the
compensation,  costs,  fees and expenses of its own and the  prevailing  party's
witnesses,  experts and counsel.  The compensation and any costs and expenses of
the arbitrator shall also be borne by the non-prevailing  party or parties.  The
single  arbitrator  shall  determine  which  party(ies)  is(are) the  prevailing
party(ies) and the non-prevailing  party(ies).  In the event that the arbitrator
shall determine that any party to the  arbitration  was, as a result of multiple
disputes or otherwise,  both a prevailing  and  non-prevailing  party,  then the
arbitrator  shall  be  authorized  to award  costs,  fees  and  expenses  in its
discretion,  provided  that in any  event  the  party(ies)  that the  arbitrator
determines is(are) most fairly characterized as the non-prevailing party(ies) in
the  arbitration  (taken as a whole) must, at a minimum,  pay the  compensation,
costs,  fees and  expenses  of its own  witnesses,  experts  and counsel and the
compensation and any costs and expenses of the arbitrator.

      Each party will,  upon the written  request of another party,  provide the
other with copies of  specific  documents  relevant to the issues  raised by any
claim or counterclaim.  Any dispute  regarding  discovery shall be determined by
the arbitrator, whose determination shall be binding.

      The parties shall be entitled to an injunction or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
hereof in any court  having  jurisdiction,  this being in  addition to any other
remedy to which they are entitled at law or in equity.


                                       25
<PAGE>

10.6  Counterparts.

      This  Agreement  may be  executed in two or more  counterparts  (including
facsimile  counterparts),  each of which shall be deemed to be an original,  but
all of which together shall constitute one and the same instrument.

10.7  Captions.

      The captions  contained in this Agreement are for reference  purposes only
and are not part of this Agreement.

10.8  Interpretations.

      No uncertainty or ambiguity  herein shall be construed or resolved against
any party, whether under any rule of construction or otherwise. No party to this
Agreement shall be considered the draftsman.  The parties  acknowledge and agree
that this  Agreement has been  reviewed,  negotiated and accepted by all parties
and their  attorneys  and shall be construed  and  interpreted  according to the
ordinary  meaning of the words used so as to fairly  accomplish the purposes and
intentions of all parties hereto.

10.9  Severability.

      Any term or provision of this Agreement  that is invalid or  unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent
of  such   invalidity  or   unenforceability   without   rendering   invalid  or
unenforceable  the remaining terms and provisions of this Agreement or affecting
the  validity  or  enforceability  of any of the  terms  or  provisions  of this
Agreement in any other  jurisdiction.  If any provision of this  Agreement is so
broad as to be  unenforceable,  the provision shall be interpreted to be only so
broad as is enforceable.

10.10 Right to Specific Performance.

      The parties hereto agree that the Shares constitute unique property,  that
there is no  adequate  remedy  at law for the  damage  which  any of them  might
sustain  for the  failure  of the  others to  consummate  this  Agreement,  and,
accordingly, that each of them is entitled to the remedy of specific performance
to  enforce  such  consummation  subject,  however,  to  all of  the  terms  and
provisions of this Agreement.



                         [Signatures on Following Pages]


                                       26
<PAGE>


      IN WITNESS  WHEREOF,  the  parties  have  executed  this  Equity  Purchase
Agreement as of the date first above written.



BUYER:                          CTC Wind Systems Corporation


                                By:    /s/ Benton H Wilcoxon
                                       --------------------------
                                Name:  Benton H Wilcoxon
                                Title: President


SELLER:                         EU Energy, Inc.


                                By:    /s/ Michael Porter
                                       --------------------------
                                Name:  Michael Porter
                                Title: Chairman



                                       27
<PAGE>



                                  Schedule 1.7

Schedule detailing purchase price allocation.



                                  Schedule 2.6

Schedule detailing capitalization of EU Inc..



                                  Schedule 2.9

Schedule including the financial statements of EU Inc.



                                Schedule 2.11(a)

List of all material contracts and agreements.



                                  Schedule 2.12

Description of any known litigation.



                                  Schedule 2.13

List of all of the Permits necessary to conduct its business in the manner it is
presently being conducted.



                                Schedule 2.15(a)

List of all leases and premises which they are connected to.



                                Schedule 2.15(e)

List and  location of all  Personal  Property  of EU Inc.  having an original or
replacement value greater than $5,000



                                Schedule 2.15(f)

Names and at locations where EU Inc.  conducts its business and where all of the
Assets of EU Inc. are currently located.



                                  Schedule 2.16

List of all patents,  trademarks,  trade names,  service  marks,  domain  names,
copyrights and computer software (excluding commonly available software acquired
via shrink wrap licenses) used in the conduct of the business of EU Inc.



                                       28
<PAGE>


                                  Schedule 2.17

Lists of each Employee Benefit Plan maintained or contributed to by Seller.


                                  Schedule 2.21

List of any Related Party transactions.



                     Exhibit 5.3(c)(vi) - Opinion of Counsel

Opinion of counsel.


                                       29