Exhibit
10.0


 


CAPITAL STOCK PURCHASE
AGREEMENT


 


Dated as of December 16th
2005


 


Between


 


AMAZING TECHNOLOGIES CORP.,


 


 


AXION SOLUTIONS, INC.


 


And


 


PAULA MILANO, and


KAREN MILLS


 





















 


Table of Contents


 


	
  ARTICLE 1 - Agreement to Purchase and Sell Company Capital Stock

  	
  4

  
	
  1.1

  	
  Agreement to Purchase and Sell Company Capital Stock

  	
  4

  
	
  1.2

  	
  Structure of Payment of Purchase Price

  	
  4

  
	
  ARTICLE 2 - Closing Date

  	
  6

  
	
  2.1

  	
  Closing Date

  	
  6

  
	
  ARTICLE 3 - Representations and Warranties of the Company and
  the Shareholders

  	
  6

  
	
  3.1

  	
  Organization of the Company

  	
  6

  
	
  3.2

  	
  The Company Capital Structure

  	
  7

  
	
  3.3

  	
  Obligations With Respect to Company Capital Stock

  	
  8

  
	
  3.4

  	
  Authority; Non-Contravention

  	
  8

  
	
  3.5

  	
  Taxes

  	
  10

  
	
  3.6

  	
  Title to Properties; Absence of Liens and Encumbrances

  	
  11

  
	
  3.7

  	
  Intellectual Property

  	
  11

  
	
  3.8

  	
  Compliance; Permits; Restrictions

  	
  14

  
	
  3.9

  	
  Litigation

  	
  15

  
	
  3.10

  	
  Brokers’ and Finders’ Fees

  	
  15

  
	
  3.11

  	
  Employee Benefit Plans

  	
  15

  
	
  3.12

  	
  Agreements, Contracts and Commitments

  	
  16

  
	
  3.13

  	
  Insurance

  	
  18

  
	
  3.14

  	
  Contingent Payment Arrangements

  	
  18

  
	
  ARTICLE 4 - Representations And Warranties Of Each Shareholder

  	
  18

  
	
  4.1

  	
  Ownership of Shares

  	
  18

  
	
  4.2

  	
  Authority; Non-Contravention

  	
  19

  
	
  4.3 

  	
  Investment Representations

  	
  20

  
	
  ARTICLE 5 - Representations And Warranties of Purchaser

  	
  21

  
	
  5.1

  	
  Authority; Non-Contravention

  	
  21

  
	
  5.2

  	
  Organization of Purchaser

  	
  22

  
	
  5.3

  	
  Purchaser SEC Filings; Financial Statements

  	
  23

  
	
  5.4

  	
  No Material Adverse Change

  	
  23

  
	
  5.5

  	
  Brokers’ and Finders’ Fees

  	
  24

  
	
  5.6

  	
  Corporate Approvals

  	
  24

  
	
  5.7

  	
  Share Issuance

  	
  24

  
	
  ARTICLE 6 - Conditions to Obligation of the Purchaser

  	
  24

  
	
  6.1

  	
  Representations and Warranties

  	
  24

  
	
  6.2

  	
  Covenants, Agreements and Conditions

  	
  25

  
	
  6.3

  	
  No Order Pending

  	
  25

  
	
  6.4

  	
  Stock Certificates

  	
  25

  
	
  6.5

  	
  Opinion of Counsel

  	
  25

  
	
  6.6

  	
  Employment Agreement

  	
  25

  
	
  ARTICLE 7 - Conditions to Obligation of the Company and the
  Shareholders

  	
  26

  
	
  7.1

  	
  Representations and Warranties

  	
  26

  
	
  7.2

  	
  Covenants

  	
  26

  
	
  7.3

  	
  No Order Pending

  	
  26

  
	
  7.4

  	
  Purchase Price

  	
  26

  



 


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  7.5

  	
  Security Agreements

  	
  27

  
	
  7.6

  	
  Employment Agreement

  	
  27

  
	
  7.7

  	
  Incentive Bonus Plan and Agreement

  	
  27

  
	
  7.8

  	
  Consummation of Asset Transfer

  	
  27

  
	
  7.9

  	
  Corporate Approval

  	
  27

  
	
  7.10

  	
  Updated Financials

  	
  27

  
	
  7.11

  	
   Opinion of Counsel

  	
  27

  
	
  ARTICLE 8 - Survival Of Representations And Warranties

  	
  28

  
	
  8.1

  	
  Survival of Representations and Warranties

  	
  28

  
	
  8.2

  	
  Indemnification

  	
  28

  
	
  ARTICLE 9 - Termination, Amendment and Waiver

  	
  30

  
	
  9.1

  	
  Termination

  	
  30

  
	
  9.2

  	
  Effect of Termination

  	
  32

  
	
  9.3

  	
  Amendment

  	
  32

  
	
  9.4

  	
  Extension; Waiver

  	
  32

  
	
  ARTICLE 10 – Confidentiality

  	
  32

  
	
  ARTICLE 11 – General Provisions

  	
  33

  
	
  11.1

  	
  Notices

  	
  33

  
	
  11.2

  	
  Interpretation

  	
  34

  



 


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CAPITAL STOCK PURCHASE
AGREEMENT


 


This Capital Stock Purchase Agreement (this “Agreement”)
is made as of this       16th day of December,
2005 between Axion Solutions, Inc., a California corporation, having its
principal place of business at 30 Corporate Park, Suite 400, Irvine,
California 92606 (the Company”), Paula Milano, Karen Mills(who hereinafter are
sometimes together referred to as “Shareholders,” and individually as a “Shareholder”) and Amazing Technologies Corp, a Nevada corporation, having
its principal place of business at 23 Corporate Plaza, Newport Beach,
California 92660 (the Purchaser”).


 


RECITALS


 


WHEREAS,
the Shareholders desire to sell to the Purchaser, and the Purchaser desires to
purchase from the Shareholders, all of the outstanding shares of common stock of
the Company (the “Company Capital Stock”), on the terms and conditions set
forth in this Agreement;


 


WHEREAS,
the Shareholders each own the number of shares of Series A Voting Common Stock
and the percentage of the outstanding shares of common stock of the Company set
forth opposite their name below (the “Percentage Interests”):


 




	
  Shareholder

  	
   

  	
  Number of Shares

  	
   

  	
  Percentage Interest

  	
   

  
	
  Karen Mills

  	
   

  	
  20,000,000

  	
   

  	
  48.77

  	
  %

  
	
  Paula Milano

  	
   

  	
  20,000,000

  	
   

  	
  48.77

  	
  %

  






 


WHEREAS,
two other persons hold shares of Series B Non-Voting Common Stock which
constitute 2.46% of the outstanding shares;


 


NOW, THEREFORE,
in consideration of the foregoing recitals, the mutual promises hereinafter set
forth, representations and warranties contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


ARTICLE 1 - Agreement to Purchase and Sell Company Capital Stock


 


1.1    Agreement
to Purchase and Sell Company Capital Stock.


 


Upon the terms and subject to the conditions
of this Agreement, the Shareholders will transfer and convey to the Purchaser
at the Closing (as defined below) the Company Capital Stock in consideration
for the aggregate sum of five million dollars ($5,000,000.00) (the “Purchase
Price”) from the Purchaser, subject to the terms and conditions as further set
forth.


 


1.2    Structure
of Payment of Purchase Price.


 


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As payment for the transfer of the Company Capital
Stock by Shareholders to Purchaser, Purchaser shall deliver to Shareholders at
the Closing the following consideration (the “Purchase Price”):


 


a)     Purchaser
shall pay $1,500,000.00 in cash, via wire transfer, to the respective bank
accounts of the Shareholders according to their respective Percentage Interests
(the “Cash Consideration”);


 


b)    Purchaser
shall issue the Shareholders, based on their respective Percentage Interests, Series A
Secured Convertible Promissory Notes in the aggregate principal amount of
$1,500,000.00, accruing interest at a rate of 7% per annum executed by
Purchaser, due and payable to the Shareholders one hundred eighty days (180)
after the Closing (as defined below) (the “First Notes”).


 


c)     Purchaser
shall issue the Shareholders, based on their respective Percentage Interests, Series B
Secured Convertible Promissory Notes in the aggregate principal amount of
$1,000,000, accruing interest at a rate of 7% per annum executed by Purchaser,
due and payable to the Shareholders three hundred sixty five (365) days after
the Closing (as defined below) (the “Second Notes”).


 


d)    Purchaser
shall issue the Shareholders, based on their respective Percentage Interests, Series C
Secured Convertible Promissory Notes in the aggregate principal amount of
$1,000,000.00, accruing interest at a rate of 7% per annum executed by
Purchaser, due and payable to the Shareholders seven hundred thirty (730) days
after the Closing (as defined below) (the “Third Notes”).


 


The First Notes, the Second Notes and the
Third Notes (collectively, the “Convertible Notes”) shall be in the form
attached hereto as Exhibit A. 
Interest shall commence accruing on the Convertible Notes as of the date
of issuance.


 


The First Notes and the Second Notes shall be
convertible, in whole or in part, at any time prior to their maturity date, at
the option of the holder, into shares of common stock of the Purchaser, at a
conversion price of $5.00 per share, and the Third Notes shall be convertible,
in whole or in part, at any time prior to their maturity date, at the option of
the holder, into shares of common stock of the Purchaser, at a conversion price
of $6.00 per share.


 


1.3           Deferred Bonus Payments


 


Purchaser acknowledges and agrees that the
Company currently has a $200,000 account payable owed to each of Advance-Tech
Services, Inc., a California corporation and to Ki Power, Inc., a
California corporation (the “Affiliates”).   Purchaser further acknowledge that prior to
the Closing, the Company shall pay $100,000 in cash to each 


 


5





















 


of the Affiliates thereby
reducing their respective account payables to $100,000, and that after such
payments, the account payables to each of the Affiliates shall be increased by
$100,000 such that they shall each be $200,000 as of the Closing.  Purchaser specifically acknowledges and
covenants that Purchaser is assuming and shall remain liable for the two
account payables due to the Affiliates, and that such account payables shall be
satisfied in one or more payments during 2006 or 2007, as cash becomes
available to the Company; provided, however, Purchaser agrees that $100,000
shall be paid to each of the Affiliates no later than December 31, 2006,
and the remaining account payables shall be paid in full no later than December 31,
2007.


 


ARTICLE 2 - Closing Date


 


2.1 Closing Date.


 


Subject to the satisfaction of the closing
conditions set forth in this Agreement, the Closing of the purchase and sale of
the Company Capital Stock hereunder (the “Closing”) shall be held at the
offices of the Purchaser at 10:00 a.m. upon completion of the audit, which
Purchaser shall proceed with on a time is of the essence basis, at such time
and place as the Shareholders and the Purchaser mutually agree (the date of the
Closing being hereinafter referred to as the “Closing Date”).


 


ARTICLE 3 - Representations and Warranties of the Company and the
Shareholders


 


As of the date hereof and as of the Closing
Date, the Company and each of the Shareholders represents and warrants to
Purchaser, subject to the exceptions specifically disclosed in writing in the
Company’s disclosure schedules attached hereto (the “Company Schedules”) or
elsewhere in this Agreement, as follows:


 


3.1 Organization of the Company.


 


(a)       The
Company has no subsidiaries and the Company owns no capital stock of, or any
equity interest of any nature in, any other entity. Except as may be required
by the Company’s Profit Sharing Plan which is listed on Part 3.13 of the
Company Schedules, the Company has not agreed and is not obligated to make, nor
bound by any written, oral or other agreement, contract, subcontract, lease,
binding understanding, instrument, note, option, warranty, purchase order, license,
sublicense, insurance policy, benefit plan or legally binding commitment or
undertaking of any nature, as in effect as of the date hereof or as may
hereinafter be in effect (“Contract”) under which Contract it may become
obligated to make any future investment in or capital contribution to any other
entity. The Company has not, at any time, been a general partner of any general
partnership, limited partnership or other entity. When used herein, as
applicable the Company refers to the Company, its subsidiaries and predecessor
entities.


 


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(b)       The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation and has all necessary
power and authority: (i) to conduct its business in the manner in which
its business is currently being conducted; (ii) to own and use its assets
in the manner in which its assets are currently owned and used; and (iii) to
perform its obligations under all Contracts by which it is bound.


 


(c)       The
Company is qualified to do business in the State of California, and is in good
standing, under the laws of all jurisdictions where the nature of its business
requires such qualification and where the failure to so qualify would have a
Material Adverse Effect (as defined below) on the Company. With respect to any
entity, “Material Adverse Effect” shall mean any change, event or effect that
is materially adverse to the consolidated business, assets (including
intangible assets), financial condition or results of operations of such
entity.


 


(d)       The
Company has delivered or made available to Purchaser a true and correct copy of
the Articles of Incorporation and Bylaws of the Company, each as amended to
date (collectively, the “Company Charter Documents”), and each such instrument
is in full force and effect. The Company is not in violation of any of the
provisions of the Company Charter Documents.


 


(e)       There
are no proposed or considered amendments to the Company Charter Documents.


 


3.2 The Company Capital Structure.


 


(a)       The
authorized capital stock of the Company consists of:  100,000,000 million shares of common stock, of
which 80,000,000 shares are designated as Series A Voting Common Stock and
20,000,000 shares are designated as Series B Non-Voting Common Stock, and
1,000,000 shares of preferred stock.  As
of the date of this Agreement, 40,000,000 shares of Series A Voting Common
Stock, 1,010,000 shares of Series B Non-Voting Common Stock, and no shares
of preferred stock, are issued and outstanding.  There are also issued and outstanding options
to purchase 266,000 shares of the Company’s Series B Non-Voting Common Stock.    All
of the outstanding shares of the Company Capital Stock have been duly
authorized and validly issued, and are fully paid and nonassessable.  As of the date of this Agreement, there are no
shares of the Company Capital Stock held in treasury by the Company.  Part 3.2(a) of the Company Schedules
contains a true, correct and complete list of the persons and entities who are
record holders of the issued and outstanding shares of the Company Capital
Stock, and the issued and outstanding options to purchase Company Capital
Stock, the respective number of shares or options, and the class or series, of the
Company Capital Stock held by each such person or entity, as of the date hereof
and as of the Closing; provided, however, such numbers are subject 


 


7





















 


to change if any stock options are exercised
or terminated prior to the Closing.  There
are no declared or accrued and unpaid dividends payable in respect of any
shares of the Company.


 


(b)       All
outstanding shares of the Company Capital Stock have been issued and granted in
compliance with (i) all applicable securities laws and other applicable
Legal Requirements (as defined below) and (ii) all requirements set forth
in applicable Contracts.  For the
purposes of this Agreement, “Legal Requirements” means any state, local,
municipal, foreign or other law, statute, constitution, principle of common
law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or
requirement issued, enacted, adopted, promulgated, implemented or otherwise put
into effect by or under the authority of any Governmental Entity (as defined
below).


 


3.3 Obligations With Respect to Company Capital Stock.


 


Except as set forth in Article 3.2(a) hereof,
there are no equity securities, partnership interests or similar ownership
interests of any class of any Company equity security, or any securities
exchangeable or convertible into or exercisable for such equity securities,
partnership interests or similar ownership interests, issued, reserved for
issuance or outstanding. Except for securities the Company owns free and clear
of all claims and Encumbrances, as of the date of this Agreement, there are no
equity securities, partnership interests or similar ownership interests of any
class of equity security of any subsidiary of Company, or any security
exchangeable or convertible into or exercisable for such equity securities,
partnership interests or similar ownership interests, issued, reserved for
issuance or outstanding. For the purposes of this Agreement, “Encumbrances”
means any lien, pledge, hypothecation, charge, mortgage, security interest,
encumbrance, claim, infringement, interference, option, trust, right of first
refusal, preemptive right.  Except as
otherwise set forth on Part 3.3 of the Company Schedules, or disclosed
in Article 3.2(a) hereof, there are no subscriptions, options,
warrants, equity securities, partnership interests or similar ownership
interests, calls, rights (including preemptive rights), commitments or
agreements of any character to which Company is a party or by which it is bound
obligating Company to issue, deliver or sell, or cause to be issued, delivered
or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase,
redemption or acquisition of, any shares of capital stock, partnership
interests or similar ownership interests of Company or obligating Company to
grant, extend, accelerate the vesting of or enter into any such subscription,
option, warrant, equity security, call, right, commitment or agreement. As of
the date of this Agreement, there are no registration rights and there is no
voting trust, proxy, rights plan, anti-takeover plan or other agreement or
understanding to which Company is a party or by which it is bound with respect
to any equity security of any class of Company.


 


3.4 Authority; Non-Contravention.


 


(a)           The
Company has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. 


 


8





















 


The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Company. This
Agreement has been duly executed and delivered by Company and, assuming due
execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of Company, enforceable against Company in accordance with
its terms, except as enforceability may be limited by bankruptcy and other
similar laws and general principles of equity in the United States or any other
applicable jurisdiction. The execution and delivery of this Agreement by Company
does not, and the performance of this Agreement by Company will not, (i) conflict
with or violate the Company Charter Documents, (ii) to the knowledge of
the Company and the Shareholders, conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to Company or by which Company
or any of its respective properties is bound or affected, subject to compliance
with the requirements set forth in Article 3.4(b) below or (iii) to
the knowledge of the Company and the Shareholders, except with respect to any
material note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise, concession, or other instrument or obligation to which
Company or any of its subsidiaries is a party or by which Company or any of its
subsidiaries or its or any of their respective assets are bound or affected
(each a “Material Agreement”) listed
on the Required Consent List (as defined below), result in any material breach
of or constitute a material default (or an event that with notice or lapse of
time or both would become a material default) under, or impair the Company ‘s
rights or alter the rights or obligations of any third party under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
or result in the creation of a material lien or Encumbrance on any of the
material properties or assets of Company or any of its subsidiaries pursuant
to, any Material Agreement.  In addition,
on or before December 31, 2005, the Company shall provide Purchaser with a
list of all consents, waivers and approvals under any of Company’s or any of
its subsidiaries’ agreements, contracts, licenses or leases required to be
obtained in connection with the consummation of the transactions contemplated
hereby, which, if individually or in the aggregate not obtained, would result
in a material loss of benefits to Company or the Purchaser (the “Required Consent List”).


 


(b)           To
the knowledge of the Company and the Shareholders, no consent, approval, order
or authorization of, or registration, declaration or filing with any court,
administrative agency or commission or other governmental authority or
instrumentality, foreign or domestic (“Governmental Entity”), is required to be
obtained or made by Company in connection with the execution and delivery of
this Agreement or the consummation of the transactions contemplated by this
Agreement, except for (i) such consents, approvals, orders,
authorizations, registrations, declarations and filings as may be required
under applicable United States, federal, foreign and state 


 


9





















 


securities (or related) laws, and the
securities or antitrust laws of any foreign country, and (ii) such other
consents, authorizations, filings, approvals and registrations which if not
obtained or made would not be material to Purchaser or Company or have a
material adverse effect on the ability of the parties hereto to consummate the
transactions contemplated hereby.


 


3.5 Taxes.


 


(a)        Definition
of Taxes. For the purposes of this Agreement, “Tax” or “Taxes” refers to any
and all United States federal, state, local and foreign taxes, assessments and
other governmental charges, duties, impositions and liabilities relating to
taxes, including taxes based upon or measured by gross receipts, income,
profits, sales, use and occupation, and value added, ad valorem, transfer,
franchise, withholding, payroll, recapture, employment, excise and property taxes,
together with all interest, penalties and additions imposed with respect to
such amounts and any obligations under any agreements or arrangements with any
other person with respect to such amounts and including any liability for taxes
of a predecessor entity.


 


(b)       Tax
Returns and Audits.  To the knowledge of
the Company and the Shareholders:


 


(i)            The
Company has timely filed all returns, estimates, information statements and
reports (“Returns”) relating to Taxes required to be filed by Company with any Tax
authority.  Company has paid all Taxes
shown to be due on such Returns.


 


(ii)           Company
as of the Closing will have withheld and remitted on a timely basis to the
appropriate authority all income taxes.


 


(iii)          Company
has not been delinquent in the payment of any Tax nor is there any material Tax
deficiency outstanding, proposed or assessed against Company, nor has Company
executed any unexpired waiver of any statute of limitations on or extending the
period for the assessment or collection of any material Tax.


 


(iv)          No
audit or other examination of any Return of Company by any Tax authority is
presently in progress, nor has Company been notified of any request for such an
audit or other examination.


 


(v)           No
adjustment relating to any Returns filed by Company has been proposed in
writing formally or informally by any Tax authority to Company or any of its
representatives.


 


(vi)          Company
is not a party to or has any obligation under any tax-sharing, tax indemnity or
tax allocation agreement or arrangement.


 


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3.6 Title to Properties; Absence of Liens and Encumbrances.


 


(a)           Company
has informed the Purchaser in writing of all real property leases to which Company
is a party as of the date of this Agreement and each amendment thereto that is
in effect as of the date of this Agreement.  Assuming the Company is able to obtain the
consents, waivers and approvals, the Company must obtain in connection with the
transactions contemplated by this Agreement, all such current leases are in
full force and effect, are valid and effective in accordance with their
respective terms, and there is not, under any of such leases, any existing
default or event of default (or event which with notice or lapse of time, or
both, would constitute a default) that would give rise to a material claim.
Other than the leaseholds created under the real property leases identified by Company
in writing, Company owns no interest in real property.


 


(b)           Company
has good and valid title to, or, in the case of leased properties and assets,
valid leasehold interests in, all of its tangible properties and assets, real,
personal and mixed, used or held for use in its business, free and clear of any
liens, pledges, charges, claims, security interests or other encumbrances of
any sort (“Liens”) and except for liens for taxes not yet due and payable,
statutory liens and such Liens or other imperfections of title and
encumbrances, if any, which are not material in character, amount or extent,
and which do not materially detract from the value, or materially interfere
with the present use, of the property subject thereto or affected thereby.


 


3.7 Intellectual Property.


 


For the purposes of this Agreement, the
following terms have the following definitions:


 


“Intellectual Property” shall mean any or all
of the following and all rights in, arising out of, or associated therewith: (i) United
States, international and foreign patents and applications therefore and all
reissues, divisions, renewals, extensions, provisionals, continuations and
continuations-in-part thereof; (ii) all inventions (whether patentable or
not), invention disclosures, improvements, trade secrets, proprietary
information, know how, technology, technical data and customer lists, and all
documentation relating to any of the foregoing; (iii) all copyrights,
copyrights registrations and applications therefore, and all other rights
corresponding thereto throughout the world; (iv) all industrial designs
and any registrations and applications therefore throughout the world; (v) all
trade names, logos, URLs, common law trademarks and service marks, trademark
and service mark registrations and applications therefore throughout the world;
(vi) all databases and data collections and all rights therein throughout
the world; (vii) all moral and economic rights of authors and inventors,
however denominated, throughout the world and (viii) any similar or
equivalent rights to any of the foregoing anywhere in the world.


 


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The “Company Intellectual Property” shall
mean any Intellectual Property that is owned by, or exclusively licensed to, the
Company.


 


“Registered Intellectual Property” means all
United States, international and foreign: (i) patents and patent applications
(including provisional applications); (ii) registered trademarks,
applications to register trademarks, intent-to-use applications, or other
registrations or applications related to trademarks; (iii) registered
copyrights and applications for copyright registration; and (iv) any other
Intellectual Property that is the subject of an application, certificate,
filing, registration or other document issued, filed with, or recorded by any
state, government or other public legal authority.


 


“The Company Registered Intellectual Property”
means all of the Registered Intellectual Property owned by, or filed in the
name of, the Company.


 


(a)           No
material Company Intellectual Property or product or service of Company (other
than end-user licenses in the ordinary course, or off-the-shelf software) is
subject to any proceeding or outstanding decree, order, judgment, agreement or
stipulation restricting in any manner the use, transfer, or licensing thereof
by Company, or which may affect the validity, use or enforceability of such Company
Intellectual Property.


 


(b)           The
Company has no Company Registered Intellectual Property as of the date hereof.


 


(c)           Company
owns and has good and exclusive title to, or has license (sufficient for the
conduct of its business as currently conducted and as currently proposed to be
conducted) to, each item of Company Intellectual Property or other material
Intellectual Property used by Company free and clear of any lien or encumbrance
(excluding licenses and related restrictions).


 


(d)           Company
owns exclusively, and has good title to, all copyrighted works that are Company
products or which Company otherwise expressly purports to own.


 


(e)           To
the extent that any material Intellectual Property has been developed or
created by a third party for Company, Company has a written agreement with such
third party with respect thereto and Company thereby either (i) has
obtained ownership of, and is the exclusive owner of or (ii) has obtained
a license (sufficient for the conduct of its business as currently conducted
and as currently proposed to be conducted) to all such third party’s
Intellectual Property in such work, material or invention by operation of law
or by valid assignment.


 


(f)            Except
for various assets related to the Company’s prior business of selling and
implementing SAP Software solutions, that the Company intends to transfer to Ki
Solutions, LLC, which will be spun off to Axion’s shareholders prior to the
Closing, (the “Spin Off”), the Company has not transferred ownership of,
or granted any exclusive license with respect to, any Intellectual Property
that is or was material to Company Intellectual Property, to any third party.


 


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(g)           The
Material Contract List (as defined below) will list all material contracts,
licenses and agreements to which Company is a party as of the date hereof (i) with
respect to Company Intellectual Property licensed or transferred to any third
party (other than end-user licenses in the ordinary course or off-the-shelf
software); or (ii) pursuant to which a third party has licensed or
transferred any material Intellectual Property to Company.  All material contracts, licenses and
agreements relating to Company Intellectual Property are in full force and
effect.  The consummation of the
transactions contemplated by this Agreement will not result in the material breach,
modification, cancellation, termination or suspension of any contracts,
licenses and agreements which would have a Material Adverse Effect on Company,
except to the extent such material breach, modification, cancellation,
termination or suspension results due to the failure or inability of the
Company to obtain a consent, waiver or approval as required under any of the
contracts, licenses and agreements, to be listed on the Required Consent
List.  Except for any breach than may
result due to failure or inability of the Company to obtain a consent, waiver
or approval as required under any of the contracts, licenses and agreements, to
be listed on the Required Consent List. Company is in material compliance with,
and has not materially breached any of such contracts, licenses and agreements
and, to the knowledge of Company, all other parties to such contracts, licenses
and agreements are in compliance with, and have not materially breached any of,
such contracts, licenses and agreements. 
Except as otherwise to be set forth in the Material Contract List, following
the Closing Date, the Company will be permitted to exercise all of Company’s
rights under such contracts, licenses and agreements to the same extent Company
would have been able to had the transactions contemplated by this Agreement not
occurred and without the payment of any additional amounts or consideration
other than ongoing fees, royalties or payments which Company would otherwise be
required to pay, except to the extent such results due to the failure or
inability of the Company to obtain, or the amounts become due in connection with
or as a result of obtaining, a consent, waiver or approval as required under
any of the contracts, licenses and agreements, to be listed on the Required
Consent List.


 


(h)           The
operation of the business of the Company, including the Company’s design,
development, manufacture, marketing and sale of the products or services of the
Company (including products and services currently under development) has not,
does not and will not infringe or misappropriate the Intellectual Property of
any third party in any respect adverse to such party or constitute unfair
competition or trade practices under the laws of any jurisdiction.


 


(i)            the
Company has not received notice from any third party that the operation of the
business of the Company or any act, product or service of the Company,
infringes or misappropriates the Intellectual Property of any third party or
constitutes unfair competition or trade practices under the laws of any
jurisdiction.


 


13





















 


(j)            To
the knowledge of the Company, no person has or is infringing or misappropriating,
in any respect materially adverse to the Company, any of the Company
Intellectual Property.


 


(k)           the
Company has taken reasonable steps to protect the Company’s rights in the
Company’s confidential information and trade secrets that it wishes to protect
or any trade secrets or confidential information of third parties provided to the
Company.


 


3.8 Compliance; Permits; Restrictions.


 


To the Company’s and the Shareholders’
knowledge, or as otherwise set forth in this Agreement, the Company is not in
any material respect in conflict with, or in default or in violation of (i) any
law, rule, regulation, order, judgment or decree applicable to the Company or
by which the Company or any of its respective properties is bound or affected
or (ii) any material note, bond, mortgage, indenture, contract, agreement,
lease, license, permit, franchise or other instrument or obligation to which the
Company is a party or by which the Company or any of its respective properties
is bound or affected, except for conflicts, violations and defaults that
(individually or in the aggregate) would not cause the Company to lose any
material benefit or incur any material liability. To the Company’s and the
Shareholders’ knowledge, no investigation or review by any Governmental Entity
is pending or has been threatened against the Company, nor, to the Company’s or
the Shareholders’ knowledge, has any Governmental Entity indicated an intention
to conduct an investigation of the Company. 
There is no material agreement, judgment, injunction, order or decree
binding upon the Company which has or would reasonably be expected to have the
effect of prohibiting or materially impairing any business practice of the
Company or Purchaser, any acquisition of material property by the Company or the
conduct of business by the Company as currently conducted.


 


(a)   The
Company holds, to the extent legally required, all permits, licenses,
variances, exemptions, orders and approvals from Governmental Entities that are
material to and required for the operation of the business of the Company as
currently conducted (collectively, the “the Company Permits”).  The Company is in compliance in all material
respects with the terms of the Company Permits, except where the failure to be
in compliance with the terms of the Company Permits would not be material to the
Company or Purchaser.


 


(b)   Except
as set forth on Part 3.8(b) of the Company Schedules, there is no
agreement (non-compete or otherwise), commitment, judgment, injunction, order
or decree to which the Company is a party or otherwise binding upon the Company
which has, or may have the effect of, prohibiting or impairing any business
practice of the Company, any acquisition of property or assets (whether
tangible or intangible) by the Company, the conduct of business by the Company
in any manner or otherwise limiting the freedom of the Company to engage in any
line of business or compete with any person.  Except as set forth in Part 3.8(b) of
the Company Schedules, the Company has not entered into any agreement,
understanding or other arrangement under which the Company is prohibited or
restricted in any manner from selling, 


 


14





















 


licensing or otherwise distributing any
technology or products to, or providing services to, customers or potential
customers or any class of customers, in any geographic area, during any period
of time or in any segment of the market.


 


3.9 Litigation.


 


Except as set forth on Part 3.9 of the
Company Schedules, there are no claims, suits, actions or proceedings pending
or, to the knowledge of the Company, threatened against, relating to or
affecting the Company, before any court, governmental department, commission,
agency, instrumentality or authority, or any arbitrator that seeks to restrain
or enjoin the consummation of the transactions contemplated by this Agreement
or which would reasonably be expected, either singularly or in the aggregate
with all such claims, suits, actions or proceedings, to be material and adverse
to the Company.  No Governmental Entity
has at any time challenged or questioned in a writing delivered to the Company
the legal right of the Company to design, manufacture, offer or sell any of its
products or services in the present manner or style thereof. As of the date
hereof, to the knowledge of the Company, no event has occurred, and no claim,
dispute or other condition or circumstance exists, that will, or that would
reasonably be expected to, cause or provide a bona fide basis for a director or
executive officer of the Company to seek indemnification from the Company.


 


3.10 Brokers’ and Finders’ Fees.


 


If the Company has incurred, or will incur,
directly or indirectly, any liability for brokerage or finders’ fees or agents’
commissions or any similar charges in connection with this Agreement or any
transaction contemplated hereby, the Company and Shareholders will solely bare
liability, at no expense to Purchaser.


 


3.11 Employee Benefit Plans.


 


(a)           Effect
of Transaction.  To the knowledge of the
Company, except as set forth on Part 3.3(a) of the Company
Schedules, the execution of this Agreement and the consummation of the
transactions contemplated hereby will not (either alone or upon the occurrence
of any additional or subsequent events) constitute an event under any Company
Employee Plan or Employee Agreement that will or may result in any payment
(whether of severance pay or otherwise), acceleration, forgiveness of
indebtedness, vesting, distribution, increase in benefits or obligation to fund
benefits with respect to any Employee.


 


(b)          Employment
Matters. To the best of the knowledge of the Company and the Shareholders’, the
Company: (i) is in compliance in all material respects with all applicable
foreign, federal, state and local laws, rules and regulations respecting
employment, employment practices, terms and conditions of employment and wages
and hours, in each case, with respect to Employees; (ii) has withheld all
amounts required by law or by agreement to be withheld 


 


15





















 


from the wages, salaries and other payments
to Employees; (iii) is not liable for any arrears of wages, except for
vacation pay accrued in the ordinary course of business, or any taxes or any
penalty for failure to comply with any of the foregoing; and (iv) is not
liable for any material payment to any trust or other fund or to any
governmental or administrative authority, with respect to unemployment
compensation benefits, social security or other benefits or obligations for
Employees (other than routine payments to be made in the normal course of
business and consistent with past practice). 
There are no pending, threatened or reasonably anticipated claims or
actions against the Company under any worker’s compensation policy or long-term
disability policy.  To the Company’s
knowledge, no employee of the Company has violated any employment contract,
nondisclosure agreement or noncompetition agreement by which such employee is
bound due to such employee being employed by the Company and disclosing to the
Company or using trade secrets or proprietary information of any other person
or entity.


 


(c)           Labor.  To the knowledge of the Company and the
Shareholders, no work stoppage or labor strike against the Company is
pending, threatened or reasonably anticipated. 
The Company has no knowledge of any activities or proceedings of any
labor union to organize any Employees. To the knowledge of the Company and the
Shareholders, there are no actions, suits, claims, labor disputes or grievances
pending, threatened or reasonably anticipated relating to any labor, safety or
discrimination matters involving any Employee, including, without limitation,
charges of unfair labor practices or discrimination complaints, which, if
adversely determined, would, individually or in the aggregate, result in any
material liability to the Company.  To
the knowledge of the Company and the Shareholders, the Company has not engaged
in any unfair labor practices within the meaning of the National Labor
Relations Act.  The Company is not
presently, nor has it been in the past, a party to, or bound by, any collective
bargaining agreement or union contract with respect to Employees and no
collective bargaining agreement is being negotiated by the Company.


 


3.12 Agreements, Contracts and Commitments.


 


On or before December 31, 2005, the
Company shall provide Purchaser with a list that sets forth each of the
material agreements, contracts, licenses, or other arrangements of the type
listed below, by which the Company is a party to or bound by (the “Material
Contracts List”):


 


(a)                   any
employment or consulting agreement, contract or commitment currently in force
with any employee, officer or member of the Company’s Board of Directors, other
than those that are terminable by the Company or any of its subsidiaries on no
more than thirty (30) days’ notice without liability or financial 


 


16





















 


obligation, except to the extent general
principles of wrongful termination law may limit the Company’s ability to
terminate employees at will;


 


(b)           any
agreement of indemnification or any guaranty by the Company currently in force
other than any agreement of indemnification entered into in connection with the
sale or license of software products in the ordinary course of business;


 


(c)           any
agreement, contract or commitment containing any covenant currently in force
limiting in any respect the right of the Company to engage in any line of
business or to compete with any person or granting any exclusive distribution
rights;


 


(d)           any
agreement, contract or commitment currently in force relating to the
disposition or acquisition by the Company after the date of this Agreement of a
material amount of assets not in the ordinary course of business or pursuant to
which the Company has any material ownership interest in any corporation,
partnership, joint venture or other business enterprise other than the Company’s
subsidiaries;


 


(e)           any
joint marketing or development agreement currently in force under which the
Company or any of its subsidiaries have continuing material obligations to
jointly market any product, technology or service and which may not be canceled
without penalty upon notice of ninety (90) days or less, or any material
agreement pursuant to which the Company has continuing material obligations to
jointly develop any intellectual property that will not be owned, in whole or
in part, by the Company and which may not be canceled without penalty upon
notice of ninety (90) days or less;


 


(f)            any
agreement, contract or commitment currently in force to provide source code to
any third party for any product or technology that is material to the Company;


 


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


 


(h)           any
agreement, contract or commitment currently in force to sell or distribute any of
the Company products, service or technology except agreements with distributors,
vendors or sales representatives in the normal course of business cancelable
without penalty upon notice of ninety (90) days or less and substantially in
the form previously provided or made available to Purchaser;


 


17





















 


(i)            any
mortgages, indentures, guarantees, loans or credit agreements, security
agreements or other agreements or instruments currently in force relating to
the borrowing of money or extension of credit;


 


(j)            any
settlement agreement entered into within two (2) years prior to the date
of this Agreement; or


 


(k)           any
other agreement, contract or commitment that has a value of $50,000 or more
individually.


 


(l)            Neither
the Company, nor to the Company’s knowledge any other party to a material
Contract, is in material breach, violation or default under, and the Company
has not received written notice that it has breached, violated or defaulted
under, any of the material terms or conditions of any material Contract to
which the Company is bound, in such a manner as would permit any other party to
cancel or terminate any such material Contract, or would permit any other party
to seek material damages or other remedies (for any or all of such breaches,
violations or defaults, in the aggregate).


 


3.13 Insurance.


 


The Company maintains insurance policies and
fidelity bonds covering the assets, business, equipment, properties,
operations, employees, officers and directors of the Company (collectively, the
“Insurance Policies”) which are set forth on Part 3.13 of the Company
Schedules. There is no material claim by the Company pending under any of the
material Insurance Policies as to which coverage has been questioned, denied or
disputed by the underwriters of such policies or bonds.


 


3.14 Contingent Payment Arrangements.


 


Following the Closing, neither Purchaser nor the
Company will have any obligation to make any payments to any individual or
entity based upon the financial performance of the Company, except as otherwise
set forth in this Agreement, or the Company’s financial statements, and except
for bonuses due to Company employees for 2005, or bonuses contemplated by this
Agreement and the ancillary agreements to be entered into in connection
herewith (the “Ancillary Agreements”).


 


ARTICLE 4 - Representations And Warranties Of Each Shareholder.


 


As of the date hereof and as of the Closing
Date, each of the Shareholders further represents and warrants to Purchaser, as
follows:


 


4.1   Ownership
of Shares.


 


As of the date
hereof, such Shareholder is the sole record and beneficial owner of the shares
of the Company Capital Stock designated as being owned by such Shareholder 


 


18





















 


opposite such
Shareholder’s name in Part 3.2(a) of the Company Schedules. As of
the Closing, such Shareholder will be the sole record and beneficial owner of
the shares of the Company Capital Stock designated as being owned by such
Shareholder opposite such Shareholder’s name in Part 3.2(a) of the Company
Schedules. Such shares are not subject to any Encumbrances and will not become
subject to any Encumbrances upon transfer to the Purchaser, and such
Shareholder has not granted any rights to purchase such shares to any other
person or entity. Such Shareholder has the sole right to transfer such shares
to Purchaser. Such shares constitute all of the Company Capital Stock owned by
such Shareholder, and such Shareholder has no options, warrants or other rights
to acquire the Company Capital Stock, except as set forth on Part 3.2 (a) of
the Company Schedules.  Except as
otherwise provided under this Agreement or in the Ancillary Agreements, upon
the Closing, Purchaser will receive good title to such shares, subject to no
Encumbrances retained, granted or permitted by such stockholder or the Company.
Such Shareholder has not engaged in any sale or other transfer of any the
Company Capital Stock in contemplation of the transactions contemplated by this
Agreement.


 


4.2   Authority;
Non-Contravention.


 


(a)   Such
Shareholder has all requisite power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of such Shareholder. This Agreement has been duly executed and delivered
by such Shareholder and, assuming due execution and delivery by other parties
hereto, constitutes a valid and binding obligation of such Shareholder, enforceable
against such Shareholder in accordance with its terms, except as enforceability
may be limited by bankruptcy and other similar laws and general principles of
equity. The execution and delivery of this Agreement by such Shareholder does
not, and the performance of this Agreement by such Shareholder will not, (i) if
applicable, conflict with the organizational documents of such Shareholder, (ii) conflict
with or violate any law, rule, regulation, order, judgment or decree applicable
to such Shareholder or by which Shareholder or, if applicable, any of its
respective properties is bound or affected, subject to compliance with the
requirements set forth in Article 4.2(b) below.


 


(b)   No
consent, approval, order or authorization of, or registration, declaration or
filing with any Governmental Entity, is required to be obtained or made by such
Shareholder in connection with the execution and delivery of this Agreement or
the consummation of the transactions contemplated hereby, except for (i) such
consents, approvals, orders, authorizations, registrations, declarations and
filings as may be required under applicable federal, foreign and state
securities (or related) laws, and the securities or antitrust laws of any
foreign country, and (ii) such other consents, authorizations, filings,
approvals and registrations which if not obtained or 


 


19





















 


made would not be material to Purchaser or the Company or have a
material adverse effect on the ability of the parties hereto to consummate the
transactions contemplated by the Agreement.


 


4.3  Investment Representations.


 


(a)   Shareholder
is aware of the Purchaser’s business affairs and financial condition and has
acquired sufficient information about the Purchaser to reach an informed and
knowledgeable decision to acquire any securities to be issued under this
Agreement (the “Contemplated Share Payment”). 
Shareholder shall purchase, any of Shareholder’s allocation of the Contemplated
Share Payment for investment is for his or her own account only and not with a
view to, or for resale in connection with, any “distribution” thereof within
the meaning of the Securities Act of 1933, as amended (the “Securities Act”).


 


(b)   Shareholder
understands that the shares constituting the Contemplated Share Payment will
not be registered under the Securities Act by reason of a specific exemption
therefrom, which exemption depends upon, among other things, the bona fide
nature of his investment intent and other representations as expressed herein.


 


(c)   Shareholder
further acknowledges and understands that the Shareholder’s portion of the
shares constituting the Contemplated Share Payment must be held indefinitely
unless they are subsequently registered under the Securities Act or an
exemption from such registration is available. Shareholder understands that the
certificate evidencing such Shareholder’s portion of the Contemplated Share
Payment will be imprinted with a legend which prohibits the transfer of the
securities unless they are registered or such registration is not required in
the opinion of counsel for the Purchaser. Shareholder further acknowledges that
the Purchaser is under no obligation to register the shares constituting the Contemplated
Share Payment.


 


(d)   Shareholder
is an accredited investor as defined in Rule 501(a) of Regulation D
promulgated under the Securities Act or Shareholder, by reason of Shareholder’s
business or financial experience has the capacity to protect Shareholder’s own
interests in connection with the receipt of the shares constituting the Contemplated
Share Payment.


 


(e)   Shareholder
is aware of the adoption of Rule 144 by the Securities and Exchange
Commission (the “SEC”), promulgated under the Securities Act, which permits
limited public resale of securities acquired in a non-public offering subject
to the satisfaction of certain conditions set forth therein, including, among
other things, a one-year holding period, the availability of certain public
information about the issuer, the requirement 


 


20





















 


that the sale be effect through a “broker’s transaction” or in
transactions directly with a “market maker” (as defined in Rule 144) and
the number of shares being sold in any three-month period not exceeding
specific limitations.


 


(f)    Shareholder
further acknowledges that in the event all of the requirements of Rule 144
are not met, some other registration exemption will be required; and that
although Rule 144 is not exclusive, the staff of the SEC has expressed its
opinion that persons proposing to sell private placement securities other than
in a registered offering and other than pursuant to Rule 144 will have a
substantial burden of proof in establishing that an exemption from registration
is available for such offers or sales and that such persons and the brokers who
participate in the transactions do so at their own risk.


 


(g)   The
Shareholder understands that Shareholder (and not the Purchaser or the Company)
shall be responsible for his or her own federal, state, local or foreign tax
liability and any of his other tax consequences that may arise as a result of
the transactions contemplated by this Agreement. Shareholder shall rely solely
on the determinations of his tax advisors or his own determinations, and not on
any statements or representations by the Purchaser or the Company or any of their
agents, with regard to all such tax matters.


 


(h)   Shareholder
understands that the transfer of the Shares has not been qualified with the
Commissioner of Corporations of the State of California and the issuance of
such securities or the payment or receipt of any part of the consideration
therefor prior to such qualification is unlawful unless the sale of securities
is exempt from qualification by the California Corporations Code.


 


ARTICLE 5 - Representations And Warranties of Purchaser


 


As of the date hereof and as of the Closing Date, Purchaser represents
and warrants to each Shareholder, subject to the exceptions specifically
disclosed in writing in the Disclosure Schedules attached hereto  (the “Purchaser Schedules”), as follows:


 


5.1   Authority;
Non-Contravention.


 


(a)             Purchaser
has all requisite corporate power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary corporate action
on the part of Purchaser. This Agreement has been duly executed and delivered
by Purchaser and assuming execution and delivery by the other parties hereto
constitutes a valid and binding obligation of 


 


21





















 


Purchaser, enforceable against Purchaser in accordance with its terms,
except as enforceability may be limited by bankruptcy and other similar laws
and general principles of equity. The execution and delivery of this Agreement
by Purchaser does not, and the performance of this Agreement by Purchaser will
not, (i) conflict with the Purchaser Charter Documents (as defined below),
(ii) conflict with or violate any law, rule, regulation, order, judgment
or decree applicable to Purchaser or any of its subsidiaries or by which
Purchaser or any of its subsidiaries or any of their respective properties are
bound or affected, or (iii) result in any breach of or constitute a
default (or an event that with notice or lapse of time or both would become a
material default) under, or impair Purchaser’s rights or alter the rights or
obligations of any third party under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of lien or Encumbrance on any of the properties or assets of Purchaser
or any of its subsidiaries pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise, concession, or other
instrument or obligation to which Purchaser or any of its subsidiaries is a
party or by which Purchaser or any of its subsidiaries or its or any of their
respective assets are bound or affected, any of which would result in a
Material Adverse Effect on Purchaser.  Part 5.1(a) of
the Purchaser Schedules lists all consents, waivers and approvals under any of
Purchaser’s or any of its subsidiaries’ agreements, contracts, licenses or
leases required to be obtained in connection with the consummation of the
transactions contemplated hereby, which, if individually or in the aggregate
not obtained, would have a material adverse effect on the Purchaser.


 


5.2   Organization
of Purchaser.


 


(a)   Purchaser
is a corporation duly organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation and has all necessary power
and authority: (i) to conduct its business in the manner in which its
business is currently being conducted; (ii) to own and use its assets in
the manner in which its assets are currently owned and used; and (iii) to
perform its obligations under all material Contracts by which it is bound.


 


(b)   Purchaser
is qualified to do business as a foreign corporation, and is in good standing,
under the laws of all jurisdictions where the nature of its business requires
such qualification and where the failure to so qualify would have a Material
Adverse Effect on Purchaser.


 


(c)   Purchaser
has delivered or made available to the Company a true and correct copy of the
Articles of Incorporation and Bylaws of Purchaser, each as amended to date
(collectively, the “Purchaser Charter Documents”), and each such instrument is
in full force and effect. Purchaser is not in violation of any of the
provisions of the Purchaser Charter Documents.


 


22





















 


5.3   Purchaser
SEC Filings; Financial Statements.


 


(a)   Purchaser
has filed all forms, reports and documents required to be filed with the SEC
since December 8, 2004. All such required forms, reports and documents
(including those that Purchaser may file subsequent to the date hereof) are
referred to herein as the “Purchaser SEC Reports”). As of their respective
dates (or, if amended, as of the respective dates of such amendments),
Purchaser SEC Reports (i) complied as to form in all material respects
with the requirements of the Securities Act, or the Exchange Act of 1934, as
amended (the “Exchange Act”), as the case may be, and the rules and
regulations of the SEC thereunder applicable to such Purchaser SEC Reports and (ii) did
not at the time they were filed contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. None of Purchaser’s subsidiaries is
required to file any forms, reports or other documents with the SEC.  There is no unresolved violation asserted by
any government authority with respect to any of the Purchaser SEC Reports.


 


(b)   Each
of the financial statements (including, in each case, any related notes
thereto) contained in Purchaser SEC Reports (the “Purchaser Financials”) (i) complied
as to form in all material respects with the published rules and
regulations of the SEC with respect thereto, (ii) was prepared in
accordance with GAAP applied on a consistent basis throughout the periods
involved (except as may be indicated in the notes thereto or, in the case of
unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q
under the Exchange Act) and (iii) fairly presented the consolidated
financial position of Purchaser and its subsidiaries as at the respective dates
thereof and the consolidated results of Purchaser’s operations and cash flows
for the periods indicated, except that unaudited interim financial statements
may not contain footnotes and were or are subject to normal and recurring
year-end adjustments which would not have a Material Adverse Effect on
Purchaser.


 


(c)   Each
of the other financial statements, including, but not limited to, unaudited
interim financial statements (including, in each case, any related notes
thereto) that have or will be provided to Shareholders and Company prior to the
Closing (the “Purchaser Financials”) (i) will be prepared in accordance
with GAAP applied on a consistent basis throughout the periods involved (except
as may be indicated in the notes thereto) and (ii) fairly present the
consolidated financial position of Purchaser and its subsidiaries as at the
respective dates thereof and the consolidated results of Purchaser’s operations
and cash flows for the periods indicated, except that unaudited interim
financial statements may not contain footnotes and were or are subject to
normal and recurring year-end adjustments which would not have a Material
Adverse Effect on Purchaser.


 


23





















 


5.4   No
Material Adverse Change.


 


Except as previously disclosed in writing to Shareholders or otherwise
disclosed in the Purchaser Reports filed with the SEC prior to the date hereof,
since November 30, 2005, the Purchaser has conducted its business only in
the ordinary course, and there has not been (a) any change, circumstance
or event that could reasonably be expected to result in a Material Adverse
Effect, (b) any commitment, contractual obligation, borrowing, capital
expenditure or transaction entered into by the Purchaser outside the ordinary
course of business, or (c) any material change in the Purchaser’s
accounting principles, practices or methods.


 


5.5   Brokers’
and Finders’ Fees.


 


Neither Purchaser nor its subsidiaries have incurred, nor will they
incur, directly or indirectly, any liability for brokerage or finders’ fees or
agents’ commissions or any similar charges in connection with this Agreement or
any transaction contemplated hereby.


 


5.6   Corporate
Approvals.


 


The Board of Directors of Purchaser has, as of the date of this
Agreement, approved this Agreement and the transactions contemplated hereby.


 


5.7   Share
Issuance.


 


The shares representing the Contemplated Share Payment when delivered
will be duly authorized, fully paid and non-assessable.


 


5.8  No Undisclosed Liabilities.


 


Except as and to the extent set forth in the Purchaser Reports and the
Purchaser’s financial statements or in any Schedule hereto, none of the
Purchaser or any of its subsidiaries has any liabilities (nor do there exist
any circumstance which are likely to give rise to liabilities) other than
liabilities incurred in the ordinary course of business and consistent with
past practice since June 30, 2005.


 


ARTICLE 6 - Conditions to Obligation of the Purchaser


 


The Purchaser’s obligation to purchase the Shares at the Closing is subject
to the satisfaction, or the Purchaser’s waiver, in writing, on or prior to the Closing
Date, of the following conditions:


 


24





















 


6.1   Representations
and Warranties.


 


Each of the representations and warranties of the Company contained in Article 3
will be true and correct on and as of the date hereof and on and as of the Closing
Date in all material respects with the same effect as though such
representations and warranties had been made as of the Closing Date.  The Purchaser shall have received a certificate
signed by an officer of the Company to such effect on the Closing Date.


 


6.2   Covenants,
Agreements and Conditions.


 


All covenants, agreements and conditions contained in this Agreement to
be performed by the Company and the Shareholders on or prior to the Closing
Date shall have been performed or complied with in all material respects. The Purchaser
shall have received a certificate signed by an officer of the Company to such
effect on the Closing Date.


 


6.3   No
Order Pending.


 


There shall not then be in effect any order enjoining or restraining
the transactions contemplated by this Agreement.


 


6.4   Stock
Certificates.


 


The Shareholders shall have delivered to the Purchaser a certificate or
certificates representing the Company Capital Stock, or a suitable Affidavit of
Loss for any certificates that have been lost, stolen or destroyed.


 


6.5           Opinion of Counsel.


 


The Purchaser shall have received an opinion dated as of the Closing
Date from counsel to the Company, substantially in the form attached as Exhibit B.


 


6.6           Employment Agreement.


 


Karen Mills shall have executed and delivered to the Purchaser the
Employment Agreement between the Company and Karen Mills, in the form attached
hereto as Exhibit C (the “Employment Agreement”).  The base salary in the Employment Agreement
be negotiated, in good faith, and mutually agreed upon between the Purchaser
and Karen Mills prior to the Closing.


 


6.7           Required Consent List
and Material Contract List


 


The Company shall have provided Purchaser with the Required Consent
List and the Material Contract List.


 


25





















 


6.8 Cancel Old Stock Options.


 


The holders of the Company’s stock options shall have entered into
agreements to cancel their stock options.


 


6.9           Termination of Shareholder
Agreement.


 


The Shareholder Agreement dated July 7, 1997, between the Company,
Paula Milano and Karen Mills shall have been terminated.


 


6.10         Required Consents.


 


The Company shall cooperate with Purchaser, and use its best efforts
to, prior to the Closing, to obtain all third party consents to the
transactions contemplated by this Agreement which shall be listed on the
Required Consent List, or which are otherwise required in connection with the
consummation of the transactions contemplated by this Agreement.


 


ARTICLE 7 - Conditions to Obligation of the Company and the Shareholders


 


The Shareholders’ obligation to sell the Shares at the Closing is
subject to the satisfaction, or the Purchaser’s waiver, in writing, on or prior
to the Closing Date, of the following conditions:


 


7.1   Representations
and Warranties.


 


The representations and warranties of the Purchaser contained in Section 5
will be true and correct on and as of the date hereof and on and as of the
Closing Date in all material respects with the same effect as though such representations
and warranties had been made as of the Closing Date.  The Company shall have received a certificate
signed on behalf of the Purchaser by an officer of the Purchaser to such effect
on the Closing Date.


 


7.2   Covenants.


 


All covenants, agreements and conditions contained in this Agreement to
be performed by the Purchaser on or prior to the Closing Date shall have been
performed or complied with in all material respects.  The Company shall have received a certificate
signed on behalf of the Purchaser by an officer of the Purchaser to such effect
on the Closing Date.


 


7.3   No
Order Pending.


 


There shall not then be in effect any order enjoining or restraining
the transactions contemplated by this Agreement.


 


26





















 


7.4   Purchase
Price.


 


Purchaser shall have delivered the Cash Consideration and executed and
delivered the Convertible Notes to the Shareholders in the manner set forth in
Section 1.2 of this Agreement.


 


7.5   Security
Agreements


 


Purchaser and Company shall have each executed and delivered to each of
the Shareholders a Security Agreement in the form attached to this Agreement as
Exhibit D, securing amounts due under the Convertible Notes.


 


7.6           Employment Agreement.


 


Purchaser shall have executed and delivered the Employment Agreement to
Karen Mills.


 


7.7   Incentive
Bonus Plan and Agreement


 


Purchaser shall have executed and delivered to Karen Mills an Incentive
Bonus Plan and Agreement in the form attached hereto as Exhibit F.


 


7.8   Consummation
of Asset Transfer.


 


The Company shall have consummated the Spin Off.


 


7.9   Corporate
Approval.


 


The Company shall have obtained the requisite approval of its board of
directors and shareholders to consummate the transactions contemplated by this
Agreement and the ancillary documents and agreements entered into in connection
herewith.


 


7.10 Updated
Financials.


 


The Purchaser shall have provided the Company and the Shareholders with
the financial statements for the Purchaser through the end of the quarter
ending immediately prior to the Closing Date (the “Final Financial Statements”).


 


7.11 Opinion of Counsel.


 


The Company shall have received an opinion dated as of the Closing Date,
from counsel to the Purchaser, substantially in the form attached as Exhibit G.


 


27





















 


7.12         Life Insurance Policies


 


The key man life insurance policies, the beneficiaries of which are
Paula Milano and Karen Mills, shall be transferred out of the Company to Karen
Mills and Paula Milano, to the extent necessary.


 


ARTICLE 8 - Survival Of Representations And Warranties


 


8.1    Survival
of Representations and Warranties.


 


All representations and warranties in this Agreement shall survive the
Closing and continue until 5:00 p.m., California time, on the first
anniversary of the Closing Date (the “Expiration Date”).


 


8.2    Indemnification.


 


(a)   Indemnification
by Shareholders and the Company.  Subject
to the limitations set forth below, the Company and Shareholders shall
indemnify Purchaser for any claims, losses, liabilities, deficiencies, costs
and expenses, including reasonable attorneys’ fees and expenses and expenses of
investigation and defense, net of any benefits or proceeds of insurance
(hereinafter individually a “Loss” and collectively “Losses”) incurred by
Purchaser, its officers, directors, or affiliates (including the Company) as a
result of (i) any inaccuracy or breach of a representation or warranty of
the Company or the indemnifying Shareholder contained herein (as modified by
the Company Schedules) or (ii) any failure by the Company to perform or
comply with any covenant contained herein. Purchaser, the Company and the
Shareholders each acknowledge that such Losses, if any, would relate to
unresolved contingencies existing at the Closing Date, which if resolved at the
Closing Date would have led to a reduction in the aggregate Total
Consideration.


 


Notwithstanding the foregoing, (1) with respect to any Losses
resulting from an inaccuracy or breach of the Company’s representations and
warranties, or the failure by the Company to perform or comply with any
covenant contained in this Agreement, each Shareholder shall be liable for no
more than an amount equal to the total Losses multiplied by such Shareholder’s
Percentage Interest, and (2) no Shareholder shall be liable under this Article 8
for Losses resulting from an inaccuracy or breach of any other Shareholder’s
representations and warranties, or failure to perform or comply with any
covenant contained in this Agreement.


 


The maximum aggregate amount that any Shareholder shall be required to
pay in connection with claims brought under this Article 8, shall be
limited to the amount of consideration paid to such Shareholder under this
Agreement.  Notwithstanding the
foregoing, the Purchaser may not make an indemnification claim against any Shareholders
or the Company, unless the Purchaser’s aggregate Losses under this Articles 8, resulting
from any or all such inaccuracies or breaches by the Company and the Shareholders,
exceed $100,000.


 


28





















 


In addition, if a Shareholder is adjudged liable to the Purchaser for
any Losses under this Agreement, any such Losses shall first be offset by
reducing the amount due to the Shareholder under any Convertible Notes held by
such Shareholder; and such Shareholder shall be required to pay cash damages to
the Purchaser, only to the extent that the aggregate outstanding amount due
under the Convertible Notes held by such Shareholder is less than the amount of
the Losses such court determines such Shareholder is liable for.


 


(b)   Indemnification
by the Purchaser.  Subject to the
limitations set forth below, the Purchaser shall indemnify and hold harmless
the Company and each of the Shareholders for any Losses incurred by the
Shareholder, the Company or its officers, directors, or affiliates as a result
of (i) any inaccuracy or breach of a representation or warranty of the
Purchaser contained herein (as modified by the Purchaser Schedules) or (ii) any
failure by the Purchaser to perform or comply with any covenant contained
herein.


 


Notwithstanding the foregoing, the Company and the Shareholders may not
make an indemnification claim against the Purchaser, unless the aggregate Losses
incurred by any or all of the Shareholders and the Company exceed
$100,000.  The maximum aggregate amount
that the Purchaser shall be required to pay in connection with claims brought
under this indemnification provision, shall be limited to [(a) the total
of the Cash Consideration plus the aggregate principal and interest due under
all of the Convertible Notes assuming they are paid in full at their maturity
dates, less (b) the aggregate amount of Cash Consideration actually paid
to the Shareholders, plus the aggregate amount of all principal and interest
actually paid to the Shareholders under the Convertible Notes].


 


(c)   Indemnification
Procedures.  Promptly after receipt
by any person entitled to indemnification under this Article 8 (an “Indemnified Party”) of notice of the
commencement of any investigation, action, suit or proceeding by a person not a
party to this Agreement in respect of which the Indemnified Party will seek
indemnification hereunder (a “Third Party Action”),
or after the time any Indemnified Party obtains actual knowledge of any facts
or circumstances which cause it good faith to believe that it is entitled to
indemnification under this Section 8, the Indemnified Party shall notify
the person that is obligated to provide such indemnification (the “Indemnifying Party”) thereof in
writing, but any failure to so notify the Indemnifying Party shall not relieve
it from any liability that it may have to the Indemnified Party under this Section 8,
except to the extent that the Indemnifying Party is prejudiced by the failure
to give such notice.  The Indemnifying
Party shall be entitled to participate in the defense of such Third Party
Action and to assume control of such defense (including settlement of such
Third Party Action) with counsel reasonably satisfactory to such Indemnified
Party; provided, however, that :


 


29





















 


(i)            the Indemnified Party
shall be entitled to participate in the defense of such Third Party Action and
to employ counsel at its own expense to assist in the handling of such Third
Party Action;


 


(ii)           the Indemnifying Party
shall obtain the prior written approval of the Indemnified Party before
entering into any settlement of such Third Party Action or ceasing to defend
against such Third Party Action, if pursuant to or as a result of such
settlement or cessation, injunctive or other equitable relief would be imposed
against the Indemnified Party or the Indemnified Party would be adversely
affected thereby; and


 


(iii)          no Indemnifying Party
shall consent to the entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving by each claimant
or plaintiff to each Indemnified Party of a release from all liability in
respect of such Third Party Action.


 


(d)   No
Right to Indemnity or Contribution. The Shareholders shall have no
contribution, indemnity or similar right against the Company with respect to
any claim by the Purchaser for indemnification pursuant to this Article 8.


 


ARTICLE 9 - Termination, Amendment and Waiver


 


9.1   Termination.


 


Except as provided in Article 9.2 below, this Agreement may be
terminated and the transactions contemplated hereby abandoned at any time prior
to the Closing:


 


(a)   by
mutual consent of each of the parties hereto;


 


(b)   by
Purchaser, the Company or the Shareholders if: (i) the Closing has not
occurred by the date that is 90 days following, but not including, the date of
this Agreement (the “End Date”); provided, however, that the right to terminate
this Agreement under this Article 9.1(b)(i), shall not be available to (A) any
party whose action or failure to act has been a principal cause of or resulted
in the failure of the transactions contemplated by this Agreement to occur on
or before such date, or (B) the Purchaser, if the Closing has not occurred
due to the failure of its auditors to complete their audit of the Company on or
before the End Date, except to the extent such failure is the direct result of
the Company’s failure to cooperate in good faith with the auditing firm; (ii) there
shall be a final nonappealable order of a federal or state court in effect
preventing consummation of the transactions contemplated by this Agreement; or (iii) there
shall be any statute, rule, regulation or order enacted, promulgated or issued or
deemed applicable to the transactions contemplated by this Agreement by any Governmental
Entity that would make consummation of the transaction contemplated by this
Agreement illegal;


 


30





















 


(c)   by
Purchaser if there shall be any action taken other than by Purchaser or at
Purchaser’s behest, or any statute, rule, regulation or order enacted,
promulgated or issued or deemed applicable to the transactions contemplated by
this Agreement by any Governmental Entity, which would: (i) prohibit
Purchaser’s ownership or operation of any portion of the business of the
Company or (ii) compel Purchaser to dispose of or hold separate all or a
portion of the business or assets of the Company or Purchaser as a result of
the transactions contemplated hereby;


 


(d)   by
Purchaser, upon a breach of any representation, warranty, covenant or agreement
on the part of the Company or any Shareholder set forth in this Agreement, or
if any representation or warranty of the Company or any Shareholder shall have
become untrue, in either case such that the conditions set forth in Article 6.1
or Article 6.2 would not be satisfied as of the time of such breach or as
of the time such representation or warranty shall have become untrue, provided
that if such inaccuracy in the Company’s or any Shareholder’s representations
and warranties or breach by the Company or any Shareholder is curable by the
Company or the Shareholder, as the case may be, through the exercise of either
of his, her or its commercially reasonable efforts, then Purchaser may not
terminate this Agreement under this Article 9.1(d) prior to the End
Date, provided the Company or such Shareholder, as the case may be, continues
to exercise commercially reasonable efforts to cure such breach (it being
understood that Purchaser may not terminate this Agreement pursuant to this Article 9.1(d) if
it shall have materially breached this Agreement, if such breach by the Company
or such Shareholder, as the case may be, is cured prior to the End Date, or if all
such breaches, either alone or in the aggregate, do not have a material adverse
effect on the Purchaser);


 


(e)   by
the Company and the Shareholders acting together, upon a breach of any representation,
warranty, covenant or agreement on the part of Purchaser set forth in this
Agreement, or if any representation or warranty of Purchaser shall have become
untrue, in either case such that the conditions set forth in Article 7.1  or Article 7.2 would not be satisfied as
of the time of such breach or as of the time such representation or warranty
shall have become untrue, provided, that if such inaccuracy in Purchaser’s
representations and warranties or breach by Purchaser is curable by Purchaser
through the exercise of its commercially reasonable efforts, then the Company
and the Shareholders may not terminate this Agreement under this Article 9.1(e) prior
to the End Date, provided Purchaser continues to exercise commercially
reasonable efforts to cure such breach (it being understood that the Company
and the Shareholders may not terminate this Agreement pursuant to this Article 9.1(e) if
any of them shall have materially breached this Agreement, if such breach by
the Purchaser is cured prior to the End Date, or if all such breaches either
alone, or in the aggregate, do not have a material adverse effect on the
Shareholders or the Company).  Where
action is taken to terminate this Agreement pursuant to this Article 9.1,
it shall be sufficient (and required) for such action to be authorized by the
Board of Directors (as applicable) of the party taking such action.


 


31





















 


9.2   Effect
of Termination.


 


In the event of termination of this Agreement as provided in Article 9.1,
this Agreement shall forthwith become void and there shall be no liability or
obligation on the part of Purchaser, the Company, the Shareholders or their
respective officers, directors, shareholders or stockholders provided, however,
that each party shall remain liable for any breaches of this Agreement prior to
its termination; and provided, further, that the provisions of Article 8,  this Article 9.2, Article 10 and Article 11
of this Agreement shall remain in full force and effect and survive any
termination of this Agreement.


 


9.3   Amendment.


 


Subject to applicable law, this Agreement may be amended by the parties
hereto at any time by execution of an instrument in writing signed on behalf of
each of the parties hereto.


 


9.4   Extension;
Waiver.


 


At any time prior to the Closing, Purchaser, the Company and the
Shareholders may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations of the other party hereto, (ii) waive
any inaccuracies in the representations and warranties made to such party contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any of the agreements or conditions for the benefit of such party
contained herein. Any agreement on the part of a party hereto to any such extension
or waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party.


 


ARTICLE 10 – Confidentiality


 


Until the Closing, Purchaser shall (except to the extent required by
applicable law) shall treat in confidence all non-public information which
Purchaser shall have obtained regarding Company and in the event the sale and
purchase hereunder shall not be consummated, Purchaser shall return or destroy
all copies of non-public documents and materials which have been furnished in
connection herewith.  However, nothing
contained herein shall prevent the Purchaser from (a) using such
documents, materials and other information in connection with any action or
proceeding brought or any claim asserted with respect to any breach of any
representation or warranty or covenant made by the Company in or pursuant to this
Agreement, or (b) supplying such documents, materials and other
information to the Purchaser’s counsel, accountants and other consultants and
representatives in connection with the transactions contemplated hereby.


 


32





















 


ARTICLE 11 – General Provisions.


 


11.1         Notices


 


Every notice, consent and other communications required or permitted to
be given hereunder shall be in writing and shall be deemed given if delivered
personally or by commercial messenger or courier service, or mailed by registered
or certified mail (return receipt requested) or sent via facsimile (with
acknowledgment of complete transmission) to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):


 


if to Purchaser to:


 


Amazing Technologies Corp.


Attn:  Chief Executive Officer


23 Corporate Plaza Drive


Suite 200


Newport Beach, California 92660


Fax: 949 706 7854


 


with a copy to:


 


Law Office of Joe Utzurrum,


a Professional Corporation


620 Newport Center Drive


Suite 1100


Newport Beach, California 92660


Fax: (949) 852-8198


 


if to the Company, to:


 


Axion Solutions, Inc.


Attn: Chief Executive Officer


30 Corporate Park, Suite 400


Irvine, CA.  92606


 


with a copy to:


 


Alliance Legal Partners


Attn:  Jeffrey S. Marks, Esq.


9 Chatelaine


Newport Coast, CA. 92657


 


(a)  if to any Shareholder, to, the address and facsimile number
set forth opposite such Shareholder’s name on Exhibit H hereto.


 


33





















 


Any such
notice or other communication shall be deemed given, received and effective
upon the earlier of (a) if personally delivered, the date of delivery to
the address of the person to receive such notice; (b) if delivered by
commercial overnight carrier, one day following the receipt of such
communication by such carrier from the sender, as shown on the sender’s
delivery invoice from such carrier; and (c) if given by telex or telecopy,
when sent.  Any notice of change of
address or facsimile number shall be given by written notice in the manner
detailed in this section.  Rejection or
other refusal to accept or the inability to deliver because of changed address
or facsimile number of which no notice was given shall be deemed to constitute
receipt of the notice or other communication sent.


 


11.2         Interpretation


 


The words “include,” “includes” and “including” when used herein shall
be deemed in each case to be followed by the words “without limitation.” The
word “knowledge” when used herein with respect to a corporation means the
actual knowledge of any of the officers or directors of the corporation. The
table of contents and headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.


 


11.3         Counterparts.


 


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


 


11.4         Entire
Agreement; Assignment.


 


This Agreement, the Exhibits hereto, the Company Schedules and the
Purchaser Schedules, and the documents and instruments and other agreements
among the parties hereto referenced herein: (a) constitute the entire
agreement among the parties with respect to the subject matter hereof and supersede
all prior agreements and understandings both written and oral, among the
parties with respect to the subject matter hereof; and (b) may not be
assigned unless agreed to by the other parties hereto, except that Purchaser may
assign its rights and delegate its obligations hereunder to majority-owned subsidiaries
of Purchaser provided that Purchaser remains jointly and severally liable.


 


11.5         Severability.


 


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


 


34





















 


unenforceable provision of this Agreement with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of such void or unenforceable provision.


 


11.6         Undefined
Financial Terms.


 


Undefined financial accounting terms used in this Agreement shall be
defined according to generally accepted accounting principles (GAAP).


 


11.7         References.


 


References in this Agreement to Sections or Exhibits shall be to the
entirety of the Sections or Exhibits of this Agreement which are referred to
unless expressly limited to a sub-Section in the reference. References, if
any, in this Agreement to “hereby”, “herein”, “hereinabove”, “hereinafter”, “hereinbelow”,
“hereof”,  “hereunder”, and words of
similar import shall be to this Agreement in its entirety and not only to the
particular Section or Exhibit in which such reference appears unless
expressly stated to the contrary.


 


11.8         Construction.


 


Unless the context otherwise requires: (i) “or” is not exclusive; (ii) words
used in the singular include the plural and words used in the plural include
the singular; (iii) words used in the masculine include the feminine and
words used in the feminine include the masculine; (iv) any date specified
for any action that is not a business day as such term is generally defined in
the United States of America shall be deemed to mean the first business day
after such date; (v) neither the captions to Sections or paragraphs hereof
nor the Table of Contents shall be deemed to be a part of the Agreement;  (vi) the Exhibits form a part of the
Agreement and shall have the same force and effect as if set out in the body of
the Agreement; and (vii)  references herein to any other agreement or
instrument shall, unless the context otherwise requires or specifies, be deemed
references to that agreement or instrument as it may from time to time be
changed, amended or extended, but shall not be an incorporation by reference
unless specifically so provided.


 


11.9         Other
Remedies.


 


Except as otherwise provided herein, any and all remedies herein
expressly conferred upon a party will be deemed cumulative with and not
exclusive of any other remedy conferred hereby, or by law or equity upon such
party, and the exercise by a party of any one remedy will not preclude the
exercise of any other remedy.


 


11.10       Governing
Law.


 


This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof. Each of the
parties hereto irrevocably consents to 


 


35





















 


the non-exclusive jurisdiction and venue of any federal or state court
within the State of Nevada, in connection with any matter based upon or arising
out of this Agreement or the matters contemplated herein, agrees that process
may be served upon them in any manner authorized by the laws of the State of Nevada
for such persons and waives and covenants not to assert or plead any objection
which they might otherwise have to such jurisdiction, venue and such process.


 


11.11       Rules of
Construction.


 


The parties hereto agree that they have been represented by counsel
during the negotiation and execution of this Agreement and, therefore, waive
the application of any law, regulation, holding or rule of construction
providing that ambiguities in an agreement or other document will be construed
against the party drafting such agreement or document.


 


11.12       Attorneys’
Fees


 


If any action or other proceeding relating to the enforcement of any
provision of this Agreement is brought by any party hereto, the prevailing
party shall be entitled to recover reasonable attorneys’ fees, costs and
disbursements (in addition to any other relief to which the prevailing party
may be entitled).


 


 


[intentionally left blank]


 


36





















 


IN WITNESS WHEREOF, Purchaser, the Company, and the Shareholders have
caused this Agreement to be signed by their duly authorized respective
officers, all as of the date first written above.


 


	
  AMAZING TECHNOLOGIES, CORP.

  	
   

  	
  AXION SOLUTIONS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: C.E.O.

  	
   

  	
  Title: President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SHAREHOLDERS

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Paula Milano, Shareholder

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Karen Mills, Shareholder

  	
   

  	
   

  	
   

  
							



 


37





















 


EXHIBITS


 


Exhibit A


 


Form of Note


 


Exhibit B


 


Opinion of Company Counsel


 


Exhibit C


 


Employment Agreement


 


Exhibit D


 


Security Agreement


 


Exhibit E


 


Incentive Bonus Plan and Agreement


 


Exhibit F


 


Opinion of Purchaser’s Counsel


 


Exhibit G


 


Shareholder Addresses


 


38





















 


COMPANY SCHEDULES


 


Part 3.2(a)


 


Capital Structure


 


To be attached.


 


Part 3.3(a)


 


Obligations With Respect to Company Capital
Stock


 


Under the Axion Solutions, Inc., Nonqualified Stock Option Plan
(the “Option Plan”) and certain Stock Option Agreements entered into in
connection with certain stock option grants made under the Plan, the holders of
the Company’s stock options have certain accelerated vesting and other rights.


 


Axion Solutions, Inc., Karen Mills and Paula Milano are parties to
a Shareholder Agreement dated July 7, 1997, that includes various transfer
and other restrictions on the Company’s capital stock.


 


Part 3.4(a)


 


Consents


 


Part 3.7(b)


 


Company Registered Intellectual Property


 


39





















 


Part 3.7(g)


 


Company IP contracts 


 


Part 3.8(b)


 


Contractual Restrictions


 


The Company may be prohibited from selling SAP Solutions or other
solutions that compete with Oracle solutions.


 


Part 3.9


 


Litigation


 


DecisionPoint International is claiming it is entitled to receive a 7%
transaction fee in connection with the sale to be consummated by this
Agreement.


 


Part 3.12


 


Agreements, Contracts, Commitments


 


1.             The
Company has issued options under the Option Plan and pursuant to Stock Option
Agreements, copies of which have been provided to the Purchaser.


 


 2.            The
Company is a party to an Asset Purchase Agreement entered into between the
Company and Ki Solutions, LLC, pursuant to which the Company transferred to Ki
Solutions, LLC, the Company’s prior business of selling and implementing SAP
Software solutions.


 


3.             The Company has
credit card agreements with              
        


 


Part 3.13


 


Insurance


 


To be attached.


 


40





















 


PURCHASER SCHEDULES


 


Part 5.1(a)


 


Consents


 


41