EXECUTION COPY

         SHARE EXCHANGE AND REORGANIZATION  AGREEMENT,  dated as of December 30,
2005  (the  "AGREEMENT"),  between  REDOX  TECHNOLOGY  CORPORATION,  a  Delaware
corporation ("REDOX");  and MIDNIGHT AUTO HOLDINGS, INC., a Michigan corporation
("MIDNIGHT"), and THE BENEFICIAL STOCKHOLDERS OF MIDNIGHT IDENTIFIED IN SCHEDULE
A HERETO (the "MIDNIGHT SHAREHOLDERS").

                                  INTRODUCTION

         REDOX desires to acquire (i) all of the issued and  outstanding  shares
of common stock of Midnight which  represents all of the issued and  outstanding
shares of Midnight capital stock (the "MIDNIGHT  CAPITAL STOCK") in exchange for
an aggregate of 374,144,130  shares of  authorized,  but  theretofore  unissued,
shares of common  stock,  par value  $0.00005  per share,  of REDOX (the  "REDOX
COMMON STOCK") representing 80% of the issued and outstanding REDOX Common Stock
giving  effect  to such  issuance  and (ii) all of the  issued  and  outstanding
warrants to purchase  Midnight Capital Stock  ("MIDNIGHT  WARRANTS") in exchange
for warrants to purchase an  aggregate  of 350,000  shares of REDOX Common Stock
("REDOX WARRANTS"). The parties hereto acknowledge that REDOX does not presently
have  sufficient  authorized but unissued  shares of REDOX Common Stock to issue
all  of  the   374,144,130   shares  of  REDOX  Common  Stock  to  the  Midnight
Shareholders.  At the present time REDOX has sufficient  authorized but unissued
shares of REDOX Common  Stock to issue in the  aggregate  256,444,130  shares of
REDOX Common Stock to the Midnight Shareholders. REDOX will covenant to increase
its  authorized  but unissued  shares of REDOX Common Stock  promptly  after the
Closing in order that the Midnight  Shareholders will be issued in the aggregate
117,700,000  additional  shares  of REDOX  Common  Stock  so that  the  Midnight
Shareholders  will  beneficially  own an  aggregate  of 80%  of the  issued  and
outstanding  REDOX  Common Stock after the  Closing.  The Midnight  Shareholders
desire to exchange  their  beneficially  owned shares of Midnight  Capital Stock
solely for shares of REDOX  Common  Stock at a ratio of 1: 165,551 as more fully
set forth on SCHEDULE A hereto.

         Prior to the  date  hereof,  the  respective  boards  of  directors  or
analogous  governing  body of each of REDOX and Midnight  have, and the Midnight
Shareholders  have,  approved and adopted this Agreement and it is the intent of
the parties hereto that the transactions contemplated hereby be structured so as
to qualify as a tax-free  exchange  under  Subchapter C of the Internal  Revenue
Code of 1986, as amended (the "CODE"), and the provisions of this Agreement will
be interpreted in a manner consistent with this intent.

         After (i) giving  effect to the  acquisition  of the  Midnight  Capital
Stock in exchange  for the shares of REDOX  Common  Stock,  (ii) the issuance of
8,962,500  shares  pursuant  to Section  3.01(q)  and (iii) the  increase in the
number of  authorized  shares of REDOX Common  Stock there shall be  outstanding
467,700,000  shares of common stock of REDOX issued and outstanding as set forth
on the capitalization table on SCHEDULE B hereto.

         NOW,   THEREFORE,   in   consideration   of  the  premises  and  mutual
representations,  warranties and covenants herein contained,  the parties hereby
agree as follows:

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                                    ARTICLE I

                       ACQUISITION AND EXCHANGE OF SHARES

         SECTION 1.01 THE AGREEMENT.  The parties hereto hereby agree that REDOX
at the  Closing  shall  acquire  all of the  issued  and  outstanding  shares of
Midnight  Capital  Stock solely in exchange for an aggregate of (i)  256,444,130
shares of authorized, but theretofore unissued, shares of REDOX Common Stock and
(ii)  117,700,000  shares of REDOX  Common  Stock when  authorized.  The parties
hereto  agree  that at the  closing  of the  transactions  contemplated  by this
Agreement (the "CLOSING"): (i) Midnight will become a wholly-owned subsidiary of
REDOX subject to the conditions and provisions of Section 1.03 hereof;  and (ii)
REDOX  will  issue  256,444,130  shares of REDOX  Common  Stock to the  Midnight
Shareholders.  As soon  after  Closing,  as  practicable,  REDOX  will amend its
certificate  of  incorporation  and  other  related  charter  and  authorization
documents with the relevant state  authorities so as to cause the corporate name
thereof  to be  Midnight  Auto  Holdings,  Inc.  and to  increase  the number of
authorized shares of REDOX Common Stock to 1,000,000,000 shares.

         SECTION 1.02      EXCHANGE OF SHARES.

         (a) At the Closing, REDOX will cause to be issued and held for delivery
to  the  Midnight  Shareholders  or  their  designees,   as  applicable,   stock
certificates  representing  an aggregate of  256,144,130  shares of REDOX Common
Stock,  representing  73.27% of the issued and  outstanding  REDOX  Common Stock
giving  effect to such  issuance and the  issuance of 8,962,500  shares of REDOX
Common  Stock  issued  pursuant to Section  3.01(q),  in exchange for all of the
issued  and  outstanding  shares  of  Midnight  Capital  Stock  to the  Midnight
Shareholders,  as set forth on SCHEDULE B hereof.  At the Closing,  Midnight and
the  Midnight   Shareholders  will  cause  to  be  delivered  to  REDOX,   stock
certificates or other evidence,  as applicable,  representing  Midnight  Capital
Stock.  The shares of REDOX  Common Stock to be issued will be  authorized,  but
theretofore  unissued  shares of REDOX Common  Stock,  and will be issued to the
respective Midnight Shareholders at the Closing. REDOX hereby agrees to issue an
additional  117,700,000 shares of REDOX Common Stock,  representing 6.73% of the
issued and outstanding  REDOX Common Stock giving effect to such issuance.  Such
additional shares shall be issued as soon as practicable after the Closing, upon
due  authorization  by the  shareholders  of REDOX to  increase  the  number  of
authorized  shares of REDOX Common Stock, and the acceptance by the Secretary of
State of Delaware of an amendment to the certificate of  incorporation  of REDOX
to increase the number of authorized shares of REDOX Common Stock.

         (b) At the Closing, REDOX will cause to be issued and held for delivery
to the holders of the Midnight  Warrants  warrant  agreements  representing  the
REDOX  Warrants  in exchange  for all of the  Midnight  Warrants,  which will be
delivered to Midnight at the Closing.  At the Closing,  Midnight and the holders
of the Midnight Warrants will cause to be delivered to REDOX, warrant agreements
or other evidence, as applicable,  representing the Midnight Warrants. The REDOX
Warrants  to be  issued  will be  authorized,  but  theretofore  unissued  REDOX
Warrants,  and will be  issued  to the  holders  of the  Midnight  Warrants,  as
applicable, as set forth on SCHEDULE C hereof.

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         (c) All shares of REDOX  Common Stock to be issued  hereunder  shall be
deemed "RESTRICTED SECURITIES" as defined in paragraph (a) of Rule 144 under the
Securities  Act of 1933,  as amended (the  "SECURITIES  ACT"),  and the Midnight
Shareholders  will  represent in writing that they are acquiring said shares for
investment  purposes only and without the intent to make a further  distribution
of such shares. All shares of REDOX Common Stock to be issued under the terms of
this Agreement  shall be issued  pursuant to an exemption from the  registration
requirements of the Securities Act, under Section 4(2) of the Securities Act and
the rules and regulations promulgated thereunder.  Certificates representing the
shares of REDOX Common  Stock to be issued  hereunder  shall bear a  restrictive
legend in substantially the following form:

                  THE SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT
                  BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED,  AND MAY NOT BE OFFERED FOR SALE,  SOLD,  OR
                  OTHERWISE  DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE
                  REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN
                  EXEMPTION  FROM  SUCH  REGISTRATION  PROVISIONS,  THE
                  AVAILABILITY  OF  WHICH IS TO BE  ESTABLISHED  TO THE
                  SATISFACTION OF THE COMPANY.

         SECTION  1.03  CLOSING.  The Closing will take place at a date and time
(the "CLOSING DATE") and place to be mutually agreed upon by the parties hereto,
and will be subject to the  provisions of Article IV of this  Agreement.  At the
Closing:

         (a)  Midnight  will  deliver  to  REDOX  stock  certificates,  options,
warrants  or other  evidences  representing  all of the issued  and  outstanding
shares of Midnight  Capital  Stock and  Midnight  Warrants,  duly  endorsed,  or
accompanied by a properly  executed stock power,  so as to make REDOX the holder
thereof,  free and  clear of all  liens,  claims  and other  encumbrances  or an
affidavit of lost certificate or other evidence  satisfactory to REDOX that such
securities and/or agreements were lost or destroyed;

         (b)  REDOX  will  deliver  to, or at the  direction  of,  the  Midnight
Shareholders  and the  holders  of the  Midnight  Warrants,  as  applicable,  in
accordance  with  Section  1.02  hereof,  stock  certificates   representing  an
aggregate of 256,144,130 shares of REDOX Common Stock, and warrant  certificates
representing the REDOX Warrants,  as applicable,  which certificates will bear a
standard  restrictive  legend  in the  form  customarily  used  with  restricted
securities  and as set forth in Section  1.02(b)  above and which  shares  shall
represent  approximately  73.27% of the  outstanding  REDOX  Common Stock giving
effect to the issuance  thereof and the  issuance of  8,962,500  shares of REDOX
Common Stock issued pursuant to Section 3.01(q);

         (c) REDOX  will  deliver  an  Officer's  Certificate  as  described  in
Sections  4.02(a) and 4.02(b) hereof,  dated as of the Closing Date,  certifying
that all representations, warranties, covenants, and conditions set forth herein
by REDOX are true and correct as of, or have been fully  performed  and complied
with by, the Closing Date;

         (d)  Midnight  will deliver an  Officer's  Certificate  as described in
Sections  4.01(a) and 4.01(b) hereof,  dated as of the Closing Date,  certifying
that all representations,  warranties,

                                      -3-
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covenants  and  conditions  set forth herein by Midnight are true and correct as
of, or have been fully performed and complied with by, the Closing Date;

         SECTION 1.04 APPROVAL BY BOARD OF DIRECTORS.  In  anticipation  of this
Agreement,  REDOX has taken all  necessary  and  requisite  corporate  and other
action, including without limitation, actions of the Board of Directors in order
to  approve  this  Agreement  and all  transactions  contemplated  hereby and in
connection herewith.

         SECTION  1.05  CONSUMMATION  OF  TRANSACTION.  If at  the  Closing,  no
condition  exists  which  would  permit  any of the  parties to  terminate  this
Agreement,  or a  condition  then  exists and the party  entitled  to  terminate
because of that  condition  elects not to do so,  then the  transactions  herein
contemplated shall be consummated upon such date, and then and thereupon,  REDOX
will file any additional  necessary  documents that may be required by the State
of Delaware, the United States of America, or otherwise.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

         SECTION 2.01  REPRESENTATIONS  AND  WARRANTIES  OF REDOX.  REDOX hereby
represents  and  warrants  to,  and  agrees  with,  Midnight  and  the  Midnight
Shareholders  that the  statements  set  forth in this  Section  2.01 are  true,
correct, and complete as of the date of this Agreement,  except as otherwise set
forth in the  corresponding  numbered section of the disclosure  letter, of even
date herewith,  from REDOX to Midnight and the Midnight Shareholders (the "REDOX
DISCLOSURE LETTER"):

         (a)  ORGANIZATION AND  QUALIFICATION.  Other than as set forth in REDOX
Disclosure Letter,  REDOX has no subsidiaries or affiliated  corporation or owns
any  interest  in any other  enterprise  (whether  or not such  enterprise  is a
corporation).  REDOX is a corporation duly organized,  validly existing,  and in
good standing under the laws of the State of Delaware,  with all requisite power
and authority, and all necessary consents,  authorizations,  approvals,  orders,
licenses,  certificates,  and permits of and from, and  declarations and filings
with, all federal,  state,  local,  and other  governmental  authorities and all
courts and other tribunals,  to own, lease,  license, and use its properties and
assets  and to  carry on the  businesses  in  which  it is now  engaged  and the
businesses  in which it  contemplates  engaging.  Other than as set forth in the
REDOX Disclosure  Letter,  REDOX is duly qualified to transact the businesses in
which it is engaged and is in good  standing as a foreign  corporation  in every
jurisdiction in which its ownership,  leasing,  licensing, or use of property or
assets or the conduct of its businesses makes such qualification necessary.

         (b)  CAPITALIZATION.  The authorized capital stock of REDOX consists of
350,000,000  shares  of  REDOX  Common  Stock,  par  value  $0.00005,  of  which
84,593,370  shares  are  outstanding,   and  10,000,000  shares  of  convertible
preferred stock, par value $0.001 per share, none of which are outstanding. Each
of such outstanding shares of REDOX Common Stock is validly authorized,  validly
issued,  fully paid, and nonassessable,  has not been issued and is not owned or
held in violation of any preemptive or similar right of  stockholders.  There is
no  commitment,  plan,  or  arrangement  to issue,  and no  outstanding  option,
warrant,  or other right calling for the issuance

                                      -4-
<PAGE>

of,  any share of capital  stock of REDOX or any  security  or other  instrument
convertible  into,  exercisable for, or exchangeable for capital stock of REDOX,
other than as set forth in the REDOX Disclosure Letter.  There is outstanding no
security or other  instrument  convertible  into, or exchangeable or exercisable
for,  capital  stock of REDOX,  other than as set forth in the REDOX  Disclosure
Letter.

         (c)  FINANCIAL  CONDITION.  Other  than  as  set  forth  on  the  REDOX
Disclosure  Letter,  REDOX has  filed  with the  United  States  Securities  and
Exchange (the "SEC") true and correct copies of the following:  audited  balance
sheets of REDOX as of December 31, 2002 and 2003;  unaudited  balance  sheets of
REDOX as of March 31, 2003 and 2004,  June 30, 2003 and 2004,  and September 30,
2003 and 2004; audited statements of income, statements of stockholders' equity,
and  statements of cash flows of REDOX for the years ended December 31, 2002 and
2003;  and the  unaudited  statements  of income,  statements  of  stockholders'
equity,  and  statements of cash flows of REDOX for the three months ended March
31,  2003 and  2004 the six  months  ended  June 30,  2003 and 2004 and the nine
months ended  September 30, 2003 and 2004. Each such balance sheet shall present
fairly the financial condition, assets, liabilities, and stockholders' equity of
REDOX as of its respective  date; each such statement of income and statement of
stockholders' equity shall present fairly the results of operations of REDOX for
the period indicated; and each such statement of cash flows shall present fairly
the information purported to be shown therein. The financial statements referred
to in this Section  2.01(c) will have been prepared in accordance with generally
accepted  accounting  principles  in  the  United  States  consistently  applied
throughout  the periods  involved and shall be in accordance  with the books and
records of REDOX. The financial  statements  referred to in this Section 2.01(c)
contain all certifications  and statements  required the SEC's Order, dated June
27, 2002,  pursuant to Section  21(a)(1) of the  Exchange Act (File No.  4-460),
Rule  13a-14 or 15d-14  under  the  Exchange  Act,  or 18  U.S.C.  Section  1350
(Sections  302 and 906 of the  Sarbanes-Oxley  Act of 2002) with  respect to the
report  relating  thereto.  Since December 31, 2003,  except as set forth in the
REDOX Disclosure Letter:

                           (i)  There  has at no time  been a  material  adverse
                  change in the  financial  condition,  results  of  operations,
                  businesses,   properties,   assets,   liabilities,  or  future
                  prospects of REDOX.

                           (ii) REDOX has not  authorized,  declared,  paid,  or
                  effected any dividend or liquidating or other  distribution in
                  respect  of its  capital  stock  or  any  direct  or  indirect
                  redemption,  purchase,  or other  acquisition  of any stock of
                  REDOX.

                           (iii) The  operations  and  businesses  of REDOX have
                  been  conducted in all respects  only in the ordinary  course,
                  except  as  described  in the  filings  made and to be made by
                  REDOX with the SEC.

There is no fact known to REDOX  which  materially  adversely  affects or in the
future (as far as REDOX can reasonably foresee) may materially  adversely affect
the financial condition, results of operations,  businesses, properties, assets,
liabilities,  or  future  prospects  of REDOX;  provided,  however,  that  REDOX
expresses  no  opinion  as  to   political   or  economic   matters  of  general
applicability.  Prior to September 30, 2004,  REDOX has made known, or caused to
be made known,  to the accountants or auditors who have prepared,  reviewed,  or
audited the aforementioned

                                      -5-
<PAGE>

consolidated  financial  statements all material facts and  circumstances  which
could affect the preparation, presentation, accuracy, or completeness thereof.

         (d) TAX AND  OTHER  LIABILITIES.  REDOX  does  not  have  any  material
liability of any nature, accrued or contingent,  including,  without limitation,
liabilities for federal, state, local, or foreign taxes and penalties, interest,
and additions to tax ("TAXES"), and liabilities to customers or suppliers, other
than the following:

                           (i)  Liabilities  as set  forth on  REDOX  Disclosure
                  Letter; and

                           (ii) Other  liabilities,  other than as  disclosed on
                  the REDOX Disclosure Letter,  incurred prior to Closing in the
                  ordinary   course  of  business   (which   shall  not  include
                  liabilities  to customers on account of defective  products or
                  services) which are not inconsistent with the  representations
                  and  warranties  of  REDOX  or any  other  provision  of  this
                  Agreement.

The  execution,  delivery,  and  performance of this Agreement by REDOX will not
cause any Taxes to be payable  (other than those that may possibly be payable by
the Midnight  Shareholders  as a result of the  contribution  of their shares of
Midnight  Capital Stock to REDOX) or cause any lien,  charge,  or encumbrance to
secure any Taxes to be created either  immediately or upon the nonpayment of any
Taxes other than on the properties or assets of the Midnight  Shareholders.  The
Internal  Revenue  Service has audited and settled or the statute of limitations
has run upon all federal income tax returns of REDOX for all taxable years up to
and  including  the taxable year ended  December  31, 1997.  REDOX has filed all
federal, state, local, and foreign tax returns required to be filed by it or has
no taxes due  thereunder  for reports not filed;  has  delivered to the Midnight
Shareholders  a true and correct copy of each such return which was filed in the
past six years; has paid all Taxes, assessments,  and other governmental charges
payable or remittable by it or levied upon it or its properties, assets, income,
or  franchises  which are due and  payable;  and has  delivered  to the Midnight
Shareholders a true and correct copy of any report as to adjustments received by
it from any taxing authority during the past six years and a statement as to any
litigation,   governmental  or  other  proceeding   (formal  or  informal),   or
investigation  pending,  threatened,  or in  prospect  with  respect to any such
report or the subject matter of such report.

         (e) LITIGATION AND CLAIMS.  Except as described in the REDOX Disclosure
Letter,  there  is no  litigation,  arbitration,  claim,  governmental  or other
proceeding  (formal or informal),  or  investigation  pending or, to the best of
REDOX's  knowledge,  threatened,  or in prospect (or any basis therefor known to
REDOX) with respect to REDOX or any of its  businesses,  properties,  or assets.
REDOX is not  affected  by any  present  or  threatened  strike  or other  labor
disturbance nor to the knowledge of REDOX, is any union  attempting to represent
any employee of REDOX as collective  bargaining agent. REDOX is not in violation
of, or in default with respect to, any law, rule,  regulation,  order, judgment,
or decree which  violation or default  would have a material  adverse  effect on
REDOX; nor is REDOX required to take any action in order to avoid such violation
or default.

                                      -6-
<PAGE>

         (f) PROPERTIES.

                  (i) REDOX owns no real  property.  REDOX has good title to all
personal  properties and assets  material to REDOX and used in its businesses or
owned by it (except real and other  properties  and assets  material to REDOX as
are held  pursuant  to  leases or  licenses  described  in the REDOX  Disclosure
Letter), free and clear of all liens,  mortgages,  security interests,  pledges,
charges,  and  encumbrances  (except such as are listed in the REDOX  Disclosure
Letter).

                  (ii) Set  forth in the REDOX  Disclosure  Letter is a true and
complete list of all tangible  properties and assets owned by REDOX or leased or
licensed  by  REDOX  from  or to a  third  party  (including  inventory  but not
including  Intangibles  (as  hereinafter  defined)),  and with  respect  to such
properties  and assets  leased or licensed by REDOX from or to a third party,  a
description of such lease or license.  All such properties and assets (including
Intangibles) owned by REDOX are set forth on the REDOX Disclosure Letter (except
for  acquisitions  which are  approved  in writing by  Midnight).  All  tangible
properties and assets owned by REDOX or leased or licensed by REDOX from or to a
third party are in good and usable condition  (reasonable wear and tear which is
not  such as to  affect  adversely  the  operation  of the  businesses  of REDOX
excepted).

                  (iii)  To the  best of  REDOX's  knowledge,  no real  property
leased or  licensed  by REDOX from or to a third party lies in an area which is,
or will be, subject to zoning,  use, or building code  restrictions  which would
prohibit,  and, to the best of REDOX's knowledge,  no state of facts relating to
the  actions or inaction  of another  person or entity or his or its  ownership,
leasing,  or  licensing  of any real or personal  property  exists or will exist
which would prevent, the continued effective ownership, leasing, or licensing of
such real  property  in the  businesses  in which  REDOX is now  engaged  or the
businesses in which it contemplates engaging.

                  (iv) The  properties  and assets  (including  Intangibles  (as
hereinafter  defined))  owned by REDOX  (other than those  leased or licensed by
REDOX to a third  party) or  leased  or  licensed  by REDOX  from a third  party
constitute all such  properties and assets which are necessary to the businesses
of REDOX as presently conducted.

                  (v)  REDOX  has  not  caused  or  permitted   its   businesses
properties,  or assets to be used to generate,  manufacture,  refine, transport,
treat, store,  handle,  dispose of, transfer,  produce, or process any Hazardous
Substance  (as such  term is  defined  in this  Section  2.01(f)(v))  except  in
compliance with all applicable laws, rules, regulations,  orders, judgments, and
decrees, and has not caused or permitted the Release (as such term is defined in
this Section  2.01(f)(v))  of any Hazardous  Substance on or off the site of any
property  of REDOX.  The term  "HAZARDOUS  SUBSTANCE"  shall mean any  hazardous
waste, as defined by 42 U.S.C.  ss.6903(5),  any hazardous substance, as defined
by 42 U.S.C. ss.9601(14),  any pollutant or contaminant, as defined by 42 U.S.C.
ss.9601(33),  and all toxic substances,  hazardous materials,  or other chemical
substances  regulated by any other law, rule, or regulation.  The term "RELEASE"
shall have the meaning set forth in 42 U.S.C. ss.9601(22).

         (g)  CONTRACTS  AND  OTHER  INSTRUMENTS.  The REDOX  Disclosure  Letter
contains  a true  and  correct  statement  of  the  information  required  to be
contained therein regarding material

                                      -7-
<PAGE>

contracts,   agreements,   instruments,   leases,  licenses,   arrangements,  or
understandings  with  respect  to REDOX.  REDOX has  furnished  to the  Midnight
Shareholders  (i) the certificate of incorporation  (or other charter  document)
and by-laws of REDOX and all  amendments  thereto,  as presently in effect,  and
(ii) the  following:  (A) true and  correct  copies of all  material  contracts,
agreements, and instruments referred to in the REDOX Disclosure Letter; (B) true
and correct copies of all material leases and licenses  referred to in the REDOX
Disclosure Letter hereto;  and (C) true and correct written  descriptions of all
material  supply,  distribution,  agency,  financing,  or other  arrangements or
understandings  referred  to in the  REDOX  Disclosure  Letter.  To the  best of
REDOX's knowledge, neither REDOX nor (to the knowledge of REDOX) any other party
to any such material contract,  agreement,  instrument, lease, or license is now
or  expects in the future to be in  violation  or breach of, or in default  with
respect to complying  with, any term thereof,  and each such material  contract,
agreement, instrument, lease, or license is in full force and is (to the best of
REDOX's  knowledge in the case of third parties) the legal,  valid,  and binding
obligation  of the  parties  thereto  and  (subject  to  applicable  bankruptcy,
insolvency,  and other laws affecting the  enforceability  of creditors'  rights
generally) is  enforceable as to them in accordance  with its respective  terms.
Each such material supply, distribution, agency, financing, or other arrangement
or understanding is a valid and continuing arrangement or understanding; neither
REDOX nor any other party to any such  arrangement  or  understanding  has given
notice of termination or taken any action  inconsistent  with the continuance of
such arrangement or understanding;  and the execution, delivery, and performance
of this Agreement will not prejudice any such  arrangement or  understanding  in
any way. REDOX enjoys  peaceful and  undisturbed  possession  under all material
leases and licenses under which it is operating. REDOX is not party to, or bound
by,  any  contract,  agreement,  instrument,  lease,  license,  arrangement,  or
understanding,  or subject to any charter or other restriction, which has had or
(to the knowledge of REDOX) may in the future have a material  adverse effect on
the financial condition, results of operations,  businesses, properties, assets,
liabilities, or future prospects of REDOX. REDOX has not engaged within the last
five  years  in,  is not  engaging  in,  and does not  intend  to  engage in any
transaction with, and has not had within the last five years, does not now have,
and does not intend to have any material contract, agreement, instrument, lease,
license,  arrangement,  or  understanding  with, any  stockholder of REDOX,  any
director, officer, or employee of REDOX (except for employment agreements listed
in the REDOX  Disclosure  Letter and  employment and  compensation  arrangements
described  in the REDOX  Disclosure  Letter),  any  relative or affiliate of any
stockholder of REDOX or of any such director, officer, or employee, or any other
corporation or enterprise in which any stockholder of REDOX,  any such director,
officer, or employee, or any such relative or affiliate then had or now has a 5%
or  greater  equity or voting or other  substantial  interest,  other than those
listed and so specified in the REDOX Disclosure  Letter. The minute book records
of REDOX and all proceedings of the  stockholders and the Board of Directors and
committees thereof of REDOX since their respective incorporations made available
to counsel to Midnight and the  Midnight  Shareholders  are the original  minute
book  records of REDOX or exact  copies  thereof.  REDOX is not in  violation or
breach  of, or in  default  with  respect  to,  any term of its  certificate  of
incorporation (or other charter document) or by-laws.

         (h) EMPLOYEES.

                  (i) REDOX  does not  have,  or  contribute  to,  any  pension,
profit-sharing,  option,  other  incentive  plan,  or any other type of Employee
Benefit  Plan (as  defined in Section  3(3) of the

                                      -8-
<PAGE>

Employee Retirement Income Security Act of 1974, as amended  ("ERISA")),  or has
any obligation to or customary arrangement with employees for bonuses, incentive
compensation, vacations, severance pay, sick pay, sick leave, insurance, service
award, relocation,  disability,  tuition refund, or other benefits, whether oral
or  written,  except  as set  forth in the REDOX  Disclosure  Letter.  REDOX has
furnished to Midnight and the Midnight Shareholders: (A) true and correct copies
of all documents evidencing plans,  obligations,  or arrangements referred to in
the  REDOX  Disclosure  Letter  (or  true  and  correct  written  summaries,  so
initialed,  of such  plans,  obligations,  or  arrangements  to the  extent  not
evidenced  by  documents)  and true and correct  copies,  so  initialed,  of all
documents evidencing trusts, summary plan descriptions,  and any other summaries
or  descriptions  relating  to any such plans;  (B) the two most  recent  annual
reports (Form  5500's),  if any,  including  all schedules  thereto and the most
recent  annual and  periodic  accounting  of related plan assets with respect to
each Employee  Benefit Plan; (C) the two most recent  actuarial  valuations with
respect to each Pension  Plan (as defined in Section  3(2) of ERISA)  subject to
Title IV of ERISA;  and (D) the most recent  determination  letter issued by the
Internal Revenue Service with respect to each Pension Plan.

                  (ii)  If  any  Employee  Benefit  Plan  of  REDOX  were  to be
terminated on the day prior to Closing Date, (A) no liability  under Title IV of
ERISA would be incurred by REDOX or Midnight  and (B) all Accrued  Benefits  (as
defined  in this  Section  2.01(h)(ii))  to such day prior to the  Closing  Date
(whether or not vested) would be fully funded in accordance with the assumptions
contained  in  the  regulations  of the  Pension  Benefit  Guaranty  Corporation
governing the funding of terminated  defined benefit plans. For purposes hereof,
"ACCRUED BENEFITS" shall include the value of disability,  pre-retirement, death
benefits,  and all  supplements,  subsidized,  ancillary,  and optional forms of
benefits.  All Accrued  Liabilities (for contributions or otherwise) (as defined
in this Section  2.01(h)(ii))  of REDOX as of the Closing Date to each  Employee
Benefit Plan and with respect to each  obligation  to, or customary  arrangement
with, employees for bonuses, incentive compensation,  vacations,  severance pay,
sick pay, sick leave, insurance, service award, relocation,  disability, tuition
refund,  or other benefits,  whether oral or written,  have been paid or accrued
for all periods  ending prior to the Closing Date and no payment to any Employee
Benefit  Plan or with  respect  to any  such  obligation  or  arrangement  since
September  30,  2004,  has  been  disproportionately  large  compared  to  prior
payments.  For purposes hereof,  "ACCRUED  LIABILITIES" shall include a pro rata
contribution  to  each  Employee  Benefit  Plan  or with  respect  to each  such
obligation or  arrangement  for that portion of a plan year or other  applicable
period which commences  prior to, and ends after,  the Closing Date, and Accrued
Liabilities for any portion of a plan year or other  applicable  period shall be
determined by multiplying  the liability for the entire such year or period by a
fraction,  the  numerator of which is the number of days  preceding  the Closing
Date in such year or period and the  denominator  of which is the number of days
in such year or period, as the case may be.

                  (iii)  There  has  been  no  violation  of the  reporting  and
disclosure  requirements  imposed  either  under  ERISA or the Code for  which a
penalty has been or may be imposed with respect to any Employee  Benefit Plan of
REDOX. There has been no breach of fiduciary duty or responsibility with respect
to any  Employee  Benefit  Plan of REDOX.  No Employee  Benefit Plan of REDOX or
related trust has any liability of any nature, accrued or contingent,  including
without limitation  liabilities for Taxes, other than for routine payments to be
made in due course to participants and beneficiaries, except as set forth in the
REDOX  Disclosure  Letter.  REDOX does

                                      -9-
<PAGE>

not have any formal  plan or  commitment,  whether or not  legally  binding,  to
create any  additional or modify any existing  Employee  Benefit Plan or benefit
obligation  or  arrangement  described  in Section  2.01(h)(i)).  Each  Employee
Benefit Plan of REDOX which is a group health plan within the meaning of Section
5000(b)(1) of the Code is and has been  maintained in full  compliance  with the
applicable requirements of Section 4980B of the Code. Other than the health care
continuation  requirements of Section 4980B of the Code, REDOX does not have any
obligation  to  provide  post-retirement  medical  benefits  or  life  insurance
coverage  or any  deferred  compensation  benefits  to  any  present  or  former
employees.  There is no litigation,  arbitration,  claim,  governmental or other
proceeding (formal or informal),  or investigation pending,  threatened,  or (to
the best of REDOX's  knowledge)  in  prospect  (or any basis  therefor  known to
REDOX) with  respect to any Employee  Benefit Plan of REDOX or related  trust or
with  respect to any  fiduciary,  administrator,  or sponsor (in its capacity as
such) of any Employee Benefit Plan. No Employee Benefit Plan of REDOX or related
trust and no such  obligation or  arrangement  is in violation of, or in default
with respect to, any law, rule, regulation,  order, judgment, which violation or
default would have a material adverse effect thereon or decree nor is REDOX, any
Employee Benefit Plan of REDOX, or any related trust required to take any action
in order to avoid any such  violation or default.  No event has occurred,  or is
(to the best of REDOX's  knowledge)  threatened  or about to occur,  which would
constitute a prohibited transaction under Section 406 of ERISA.

                  (iv) Each Pension Plan  maintained  for the employees of REDOX
has been qualified, from its inception, under Section 401(a) of the Code and any
related  trust has been an exempt trust for such period under Section 501 of the
Code.  Each  Pension Plan has been  operated in  accordance  with its terms.  No
Pension Plan which is subject to Title IV of ERISA has an  accumulated or waived
funding   deficiency  within  the  meaning  of  Section  412  of  the  Code.  No
investigation or review by the Internal Revenue Service is currently  pending or
(to the  knowledge  of REDOX) is  contemplated  in which  the  Internal  Revenue
Service has asserted or may assert that any Pension Plan is not qualified  under
Section 401(a) of the Code or that any related trust is not exempt under Section
501 of the  Code.  Neither  REDOX,  nor any  organization  to  which  REDOX is a
successor or parent corporation, within the meaning of Section 4069(b) of ERISA,
has  divested  itself  of any  entity  maintaining  or  with  an  obligation  to
contribute  to any  Pension  Plan  which  had an  "AMOUNT  OF  UNFUNDED  BENEFIT
LIABILITIES,"  as defined in Section  4001(a)(18) of ERISA,  at the time of such
divestiture.  No  assessment  of any federal  taxes with respect to any Employee
Benefit  Plan of  REDOX  has  been  made  or (to  the  knowledge  of  REDOX)  is
contemplated  against REDOX,  or any related trust of any Pension Plan of REDOX,
and nothing has  occurred  which would  result in the  assessment  of  unrelated
business taxable income under the Code with respect to any Employee Benefit Plan
of REDOX.  Form 5500's have been timely filed with respect to all Pension  Plans
of REDOX.  No event has occurred or (to the knowledge of REDOX) is threatened or
about to occur which would  constitute a reportable  event within the meaning of
Section  4043(b) of ERISA.  No notice of termination  has been filed by the plan
administrator pursuant to Section 4041 of ERISA or issued by the Pension Benefit
Guaranty  Corporation  pursuant  to Section  4042 of ERISA  with  respect to any
Pension Plan of REDOX.

                  (v)  REDOX  does  not  currently   contribute  to,  and  since
September 16, 1980 has not effectuated  either a complete or partial  withdrawal
from,  any  multiemployer  Pension  Plan within the meaning of Section  3(37) of
ERISA.

                                      -10-
<PAGE>

                  (vi) The REDOX  Disclosure  Letter contains a true and correct
statement of the names,  relationship with REDOX,  present rates of compensation
(whether  in the form of salary,  bonuses,  commissions,  or other  supplemental
compensation  now or hereafter  payable),  and  aggregate  compensation  for the
fiscal year ended  December  31, 2004 of (A) each  director,  officer,  or other
employee  of REDOX  whose  aggregate  compensation  for the  fiscal  year  ended
December 31, 2004 exceeded US$25,000 or whose aggregate  compensation  presently
exceeds the rate of US$25,000  per annum and (B) all sales agents,  dealers,  or
distributors of REDOX.  Since December 31, 2004,  REDOX has not changed the rate
of compensation of any of its directors,  officers,  employees, agents, dealers,
or  distributors,  nor has any  Employee  Benefit  Plan or program of REDOX been
instituted  or amended to increase  benefits  thereunder.  There is no contract,
agreement,  plan,  arrangement,  or  understanding  covering  any  person  that,
individually or collectively,  could give rise to the payment of any amount that
would not be deductible by REDOX by reason of Section 280G of the Code.

                  (vii)  REDOX  has  not,  since  at least  December  31,  2004,
extended or maintained credit,  arranged for the extension of credit, or renewed
an extension of credit, in the form of a personal loan to or for any director or
executive officer (or equivalent thereof) thereof.

         (i) PATENTS, TRADEMARKS, ET CETERA. REDOX does not own or have pending,
and is not licensed or otherwise  permitted to use, any material patent,  patent
application,   trademark,   trademark  application,   service  mark,  copyright,
copyright application,  franchise,  trade secret, computer program (in object or
source code or otherwise),  or other intangible property or asset (collectively,
"INTANGIBLES"),  other than as described in the REDOX  Disclosure  Letter.  Each
Intangible is validly  issued and is currently in force and  uncontested  in all
jurisdictions  in  which it is used or in which  such use is  contemplated.  The
REDOX  Disclosure  Letter  contains  a true  and  correct  listing  of:  (i) all
Intangibles  which are owned (either in whole or in part),  used by, or licensed
to REDOX or which otherwise relate to the businesses of REDOX, and a description
of each such Intangible  which identifies its owner,  registrant,  or applicant;
(ii)  all  contracts,   agreements,   instruments,   leases,  and  licenses  and
identification  of all  parties  thereto  under  which  REDOX  owns or uses  any
Intangible (whether or not under license from third parties),  together with the
identification of the owner,  registrant,  or applicant of each such Intangible;
(iii)  all  contracts,   agreements,   instruments,  leases,  and  licenses  and
identification  of all parties thereto under which REDOX grants the right to use
any Intangible; (iv) all validity, infringement, right-to-use, or other opinions
of  counsel   (whether   in-house  or  outside)   which  concern  the  validity,
infringement, or enforceability of any Intangible owned or controlled by a party
other  than REDOX  which  relates to the  businesses,  properties,  or assets of
REDOX.  Except as specified in the REDOX Disclosure  Letter, to the knowledge of
REDOX: (v) REDOX is the sole and exclusive owner or licensee of, and (other than
those exclusively  licensed by REDOX to a third party) has the right to use, all
Intangibles;  (vi) no  Intangible  is subject to any  order,  judgment,  decree,
contract, agreement,  instrument, lease, or license restricting the scope of the
use thereof;  (vii) during the last five years, REDOX has not been charged with,
and has  not  charged  others  with,  unfair  competition,  infringement  of any
Intangible,  or wrongful use of  confidential  information,  trade  secrets,  or
secret  processes;  and  (viii)  REDOX is not  using any  patentable  invention,
confidential information, trade secret, or secret process of others. There is no
right under any  Intangible  necessary to the  businesses  of REDOX as presently
conducted or as it contemplates conducting,  except such as are so designated in
the REDOX Disclosure Letter. Except as described in the

                                      -11-
<PAGE>

REDOX Disclosure Letter, REDOX has not infringed, is not infringing, and has not
received  notice of  infringement  in respect  of the  Intangibles  or  asserted
Intangibles  of others,  nor has REDOX been advised by counsel or others that it
is infringing or may infringe the Intangibles or asserted  Intangibles of others
if any currently contemplated business activity is effectuated. To the knowledge
of REDOX,  there is no infringement by others of Intangibles of REDOX. As far as
REDOX can reasonably  foresee,  there is no Intangible or asserted Intangible of
others that may materially adversely affect the financial condition,  results of
operations,  businesses, properties, assets, liabilities, or future prospects of
REDOX. All material  contracts,  agreements,  instruments,  leases, and licenses
pertaining  to  Intangibles  to which  REDOX is a party,  or to which any of its
businesses, properties, or assets are subject, are in compliance in all material
respects  with all laws,  rules,  regulations,  orders,  judgments,  and decrees
binding on REDOX or to which any of its  businesses,  properties,  or assets are
subject.  REDOX did not  register  any  trademark,  tradename  or service  mark,
design, or name used by REDOX to identify its products, businesses, or services.
Neither any stockholder of REDOX, any director,  officer,  or employee of REDOX,
any  relative or  affiliate  of any  stockholder  of REDOX,  any such  director,
officer,  or employee,  nor any other  corporation  or  enterprise  in which any
stockholder  of REDOX,  any such  director,  officer,  or employee,  or any such
relative or affiliate  had or now has a 5% or greater  equity or voting or other
substantial  interest,  possesses any Intangible which relates to the businesses
of REDOX.

         (j) QUESTIONABLE  PAYMENTS.  Neither REDOX, nor any director,  officer,
agent, employee, or other person associated with, or acting on behalf of, REDOX,
nor any  stockholder of REDOX has,  directly or  indirectly:  used any corporate
funds  for  unlawful  contributions,  gifts,  entertainment,  or other  unlawful
expenses relating to political activity; made any unlawful payment to foreign or
domestic  government  officials or employees or to foreign or domestic political
parties or campaigns from corporate funds; violated any provision of the Foreign
Corrupt Practices Act of 1977, as amended;  or made any bribe,  rebate,  payoff,
influence payment, kickback, or other unlawful payment.

         (k) AUTHORITY.  REDOX has all requisite power and authority to execute,
deliver,  and perform this  Agreement.  All necessary  corporate  proceedings of
REDOX have been duly taken to authorize the execution, delivery, and performance
of this Agreement  thereby.  This Agreement has been duly authorized,  executed,
and delivered by REDOX,  constitutes the legal, valid, and binding obligation of
REDOX,  and is enforceable as to REDOX in accordance  with its terms.  Except as
otherwise  set forth in this  Agreement,  no consent,  authorization,  approval,
order,  license,  certificate,  or permit of or from, or  declaration  or filing
with, any federal, state, local, or other governmental authority or any court or
other tribunal is required by REDOX for the execution,  delivery, or performance
of this  Agreement by REDOX.  No consent of any party to any material  contract,
agreement,  instrument,  lease, license,  arrangement, or understanding to which
REDOX is a party, or to which it or any of its businesses, properties, or assets
are subject,  is required for the  execution,  delivery,  or performance of this
Agreement (except such consents referred to in the REDOX Disclosure Letter); and
the  execution,  delivery,  and  performance  of this Agreement will not (if the
consents  referred to in the REDOX  Disclosure  Letter are obtained prior to the
Closing) violate,  result in a breach of, conflict with, or (with or without the
giving of notice or the passage of time or both)  entitle any party to terminate
or call a default under,  entitle any party to receive rights or privileges that
such party was not entitled to receive before this Agreement was executed under,
or  create  any  obligation  on the part of  REDOX  to which it was not  subject
immediately

                                      -12-
<PAGE>

before  this  Agreement  was  executed  under,  any  term of any  such  material
contract, agreement,  instrument, lease, license, arrangement, or understanding,
or violate or result in a breach of any term of the certificate of incorporation
(or other charter  document) or by-laws of REDOX,  or (if the provisions of this
Agreement are  satisfied)  violate,  result in a breach of, or conflict with any
law, rule,  regulation,  order, judgment, or decree binding on REDOX or to which
any of its  businesses,  properties,  or assets are subject,  which violation or
breach would have a material adverse effect on REDOX.  Neither REDOX, nor any of
its officers, directors,  employees, or agents has employed any broker or finder
or incurred any liability for any fee, commission, or other compensation payable
by any person on account of alleged employment as a broker or finder, or alleged
performance of services as a broker or finder, in connection with or as a result
of this  Agreement or the  transactions  contemplated  hereby and in  connection
herewith.

         (l)  STATUS OF  SHARES OF REDOX  COMMON  STOCK TO BE  ISSUED.  Assuming
without  investigation  that the shares of Midnight Capital Stock outstanding on
the Closing  Date are  validly  authorized,  validly  issued,  fully  paid,  and
nonassessable, the shares of REDOX Common Stock to be issued pursuant to Section
1.02(a)  hereof,  and, in any case,  the shares of REDOX Common  Stock  issuable
pursuant to Section  3.01(q) hereof,  are validly  authorized and, when the such
shares of REDOX Common Stock have been duly  delivered  pursuant to the terms of
this Agreement,  such shares of REDOX Common Stock will be validly issued, fully
paid,  and  nonassessable  and  will  not  have  been  issued,  owned or held in
violation of any preemptive or similar right of stockholder.

         (m)  INSURANCE.  All  policies  of fire  and  other  insurance  against
casualty and other losses and public  liability  insurance  carried by REDOX are
described in the REDOX Disclosure Letter (including the risks covered and limits
of such  policies) and are in full force and effect.  All premiums in respect of
such  policies for which  premium  notices have been  received have been paid in
full as the same become due and payable. REDOX has not failed to give any notice
or present any claim under any insurance policy in due and timely fashion. There
are no actual claims or claims  threatened in writing  against REDOX which could
come  within  the scope of such  coverage  nor are any such  policies  currently
threatened  with  cancellation.   There  are  no  outstanding   requirements  or
recommendations  by any  insurance  company that issued a policy with respect to
any of the respective assets,  the businesses,  or operations of REDOX or by any
Board of Fire Underwriters or other body exercising  similar functions or by any
governmental authority requiring or recommending any repairs or other work to be
done on,  or with  respect  to,  any of the  assets  of REDOX  or  requiring  or
recommending  any  equipment or  facilities to be installed on any premises from
which the  businesses  of REDOX is  conducted or in  connection  with any of the
respective  assets  thereof.  REDOX does not have any  knowledge of any material
proposed  increase  in  applicable  insurance  rates  or of  any  conditions  or
circumstances  applicable  to the  businesses  thereof that might result in such
increases.   No  such  policy  is  terminable  by  virtue  of  the  transactions
contemplated by this Agreement.

         (n) TRADING MATTERS. At the date hereof and at the Closing Date:

         (i) the REDOX Common Stock is traded and quoted in the over-the-counter
market known as the "pink sheet market" (the "OTC");

                                      -13-
<PAGE>

         (ii)  REDOX has not,  and shall not have  taken any  action  that would
preclude, or otherwise  jeopardize,  the inclusion of the REDOX Common Stock for
quotation on the OTC.

         (o) REORGANIZATION.

         (i) REDOX has not taken and has not  agreed to take any  action  (other
than actions  contemplated by this Agreement) that could  reasonably be expected
to prevent the transactions  contemplated by this Agreement from  constituting a
"reorganization"  under section  368(b) of the Code or as an  acquisition  of in
excess of 80% of the stock of a  corporation  in  exchange  for  property  under
Section  351 of the  Code.  REDOX is not aware of any  agreement,  plan or other
circumstance  that could  reasonably  be expected  to prevent  the  transactions
contemplated by this Agreement from so qualifying.

         (ii)  REDOX has no plan or  intention  to  reacquire,  and,  to REDOX's
knowledge, no person related to REDOX within the meaning of Treasury Regulations
Section  1.368-1 has a plan or  intention  to acquire,  any of the REDOX  Common
Stock pursuant to Section 1.02(a) hereof.

         (p) COMPLETENESS OF DISCLOSURE.  No representation or warranty by REDOX
in this Agreement  contains or, and at the Closing Date will contain,  an untrue
statement of material fact or omits or, at the Closing Date,  will omit to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements made not misleading.

         (q) PERIODIC REPORTING.

                  (i) The  REDOX  Common  Stock  has not been  registered  under
Section 12 of the  Securities  Exchange Act of 1934,  as amended (the  "EXCHANGE
ACT");  provided,  however  that  REDOX is  subject  to the  periodic  reporting
requirements of Section 13 of the Exchange Act. REDOX has heretofore provided to
Midnight and the Midnight Shareholders true, complete, and correct copies of all
forms, reports, schedules,  statements, and other documents required to be filed
by it under  the  Exchange  Act from  January  1,  2002  through  and  including
September  30, 2004 as such  documents  have been amended  since the time of the
filing thereof (the "REDOX SEC DOCUMENTS"). The REDOX SEC Documents,  including,
without limitation,  any financial statements and schedules included therein, at
the time filed or, if subsequently  amended, as so amended,  (i) did not contain
any  untrue  statement  of a  material  fact  required  to be stated  therein or
necessary  in order to make  the  statements  therein  not  misleading  and (ii)
complied in all respects with the  applicable  requirements  of the Exchange Act
and the applicable rules and regulations  thereunder.  The financial  statements
included  in the  REDOX  SEC  Documents  complied  when  filed as to form in all
material respects with applicable accounting requirements and with the published
rules and  regulations  of the SEC with respect  thereto,  have been prepared in
accordance with generally accepted  accounting  principles in the United States,
applied on a  consistent  basis  during the periods  involved  (except as may be
indicated  in  the  notes  thereto  or,  in  the  case  of  unaudited  financial
statements,  as permitted by the rules and  regulations of the  Commission)  and
fairly present,  subject in the case of the unaudited financial  statements,  to
customary year end audit adjustments,  the financial position of REDOX as at the
dates thereof and the results of its operations and cash flows.

                                      -14-
<PAGE>

                  (ii) REDOX has  delivered  to Midnight  copies of, all written
descriptions  of, and all policies,  manuals and other  documents  promulgating,
such  disclosure  controls  and  procedures.  Except  as set  forth on the REDOX
Disclosure  Letter,  to REDOX's  knowledge,  each director and executive officer
thereof  has filed with the SEC on a timely  basis all  statements  required  by
Section 16(a) of the Exchange Act and the rules and regulations thereunder since
January 1, 2002.  As used in this  Section  2.01(q),  the term  "file"  shall be
broadly  construed to include any manner in which a document or  information  is
furnished, supplied or otherwise made available to the SEC.

                  (iii)  The Chief  Executive  Officer  and the Chief  Financial
Officer of REDOX have  signed,  and the Company has  furnished  to the SEC,  all
certifications  required by Sections  302 and 906 of the  Sarbanes-Oxley  Act of
2002 for the REDOX SEC Documents;  such certifications contain no qualifications
or  exceptions  to the matters  certified  therein and have not been modified or
withdrawn;  and neither  REDOX nor any of its officers has received  notice from
any governmental  entity questioning or challenging the accuracy,  completeness,
form or manner of filing or submission of such certifications.

                  (iv)  REDOX has  heretofore  provided  Midnight  complete  and
correct copies of all certifications filed with the SEC pursuant to Sections 302
and 906 of  Sarbanes-Oxley  Act of 2002 and  hereby  reaffirms,  represents  and
warrants to Midnight the matters and statements made in such certificates.

         (r)  COMPLIANCE  WITH  LAW  AND  GOVERNMENT  REGULATIONS.  REDOX  is in
compliance with, and is not in violation of, applicable federal, state, local or
foreign  statutes,  laws and  regulations  (including  without  limitation,  any
applicable building, zoning or other law, ordinance or regulation) affecting its
properties or the operation of its business,  other than its failure to file tax
returns or SEC filings  since  September  30, 2004.  REDOX is not subject to any
order, decree, judgment or other sanction of any court, administrative agency or
other tribunal.

          (s) LEGAL  PROCEEDINGS  AND  HISTORY.  REDOX hereby  represents  that,
unless otherwise disclosed herein or in the REDOX Disclosure Letter, no officer,
director or  affiliate of REDOX,  has been,  within the five years ending on the
Closing Date, a party to any bankruptcy  petition against such person or against
any  business  of which such  person  was  affiliated;  convicted  in a criminal
proceeding  or  subject  to a pending  criminal  proceeding  (excluding  traffic
violations and other minor offenses);  subject to any order, judgment or decree,
not  subsequently  reversed,  suspended  or vacated,  of any court of  competent
jurisdiction,  permanently  or  temporarily  enjoining,  barring,  suspending or
otherwise  limiting  their  involvement  in any type of business,  securities or
banking  activities;  or found by a court of competent  jurisdiction  in a civil
action, by the SEC or the Commodity Futures Trading  Commission to have violated
a federal or state  securities or commodities law, and the judgment has not been
reversed, suspended or vacated.

         SECTION 2.02  REPRESENTATIONS  AND  WARRANTIES  OF  MIDNIGHT.  Midnight
hereby  represents  and warrants to, and agrees with,  REDOX that the statements
set forth in this Section 2.02 are true, correct, and complete as of the date of
this  Agreement  except as  otherwise  set forth in the  corresponding  numbered
section of the letter,  dated as of even date  herewith,  from Midnight to REDOX
(the "MIDNIGHT DISCLOSURE LETTER"):

                                      -15-
<PAGE>

                  (a)   ORGANIZATION  AND   QUALIFICATION.   Midnight  owns  two
subsidiary  corporations,  Midnight  Auto  Franchise  Corp and All Night Auto(R)
Stores,  Inc.  (collectively,   the  "MIDNIGHT   SUBSIDIARIES").   The  Midnight
Disclosure  Letter sets forth any interest Midnight owns in any other enterprise
(whether or not such  enterprise  is a  corporation).  The  Midnight  Disclosure
Letter  correctly  sets forth as to Midnight and each  Midnight  Subsidiary  its
respective place of incorporation, principal place of business, jurisdictions in
which it is  qualified  to do business,  and the  businesses  which it presently
conducts  and  which it  contemplates  conducting.  Midnight  and each  Midnight
Subsidiary  is a  corporation  duly  organized,  validly  existing,  and in good
standing under the laws of its respective  jurisdiction of  incorporation,  with
all requisite power and authority,  and all necessary consents,  authorizations,
approvals,  orders,  licenses,  certificates,  and  permits  of  and  from,  and
declarations and filings with, all federal, state, local, and other governmental
authorities and all courts and other tribunals,  to own, lease, license, and use
its respective  properties and assets and to carry on the respective  businesses
in which it is now engaged and the businesses in which it contemplates engaging.
Midnight  and  each  Midnight  Subsidiary  is duly  qualified  to  transact  the
businesses  in  which  it is  engaged  and  is in  good  standing  as a  foreign
corporation in every  jurisdiction in which its respective  ownership,  leasing,
licensing,  or use of  property  or  assets  or the  conduct  of its  respective
businesses makes such qualification necessary.

                  (b)  CAPITALIZATION.  The authorized capital stock of Midnight
consists of 60,000 shares of common stock,  no par value (the  "MIDNIGHT  COMMON
STOCK"), of which 2,260 shares are issued and outstanding. Each share of capital
stock of each Midnight Subsidiary ("MIDNIGHT SUBSIDIARY CAPITAL STOCK") is owned
beneficially  and of  record  by  Midnight.  Each of the  outstanding  shares of
Midnight  Common  Stock  and  Midnight   Subsidiary  Capital  Stock  is  validly
authorized,  validly issued, fully paid, and nonassessable,  has not been issued
and is not owned or held in violation of any  preemptive  right of  stockholders
and by the owners set forth in the Midnight Disclosure Letter, in each case free
and clear of all liens,  security  interests,  pledges,  charges,  encumbrances,
stockholders'  agreements,  and voting trusts. There is no commitment,  plan, or
arrangement to issue, and no outstanding option, warrant, or other right calling
for the issuance of, any share of capital stock of Midnight  ("MIDNIGHT  CAPITAL
STOCK") or Midnight Subsidiary Capital Stock or any security or other instrument
convertible into, exercisable for, or exchangeable for Midnight Capital Stock or
Midnight  Subsidiary  Capital  Stock,  except  as  set  forth  in  the  Midnight
Disclosure  Letter.  There  is  outstanding  no  security  or  other  instrument
convertible  into or exercisable or exchangeable  for Midnight  Capital Stock or
Midnight Capital Stock.

                  (c) FINANCIAL CONDITION.  Midnight has made available to REDOX
true and  correct  copies  of the  following:  audited,  consolidated  financial
statements of Midnight as of December 31, 2004, and combined,  audited financial
statements as of December 31, 2003; and statements of stockholders'  equity, and
statements  of cash flows of Midnight  for the years  ended 2004 and 2003.  Each
such balance sheet presents fairly the consolidated financial condition, assets,
liabilities,  and  stockholders'  equity of Midnight  as of its date;  each such
statement of income and consolidated  statement of stockholders' equity presents
fairly  the  consolidated  results  of  operations  of  Midnight  for the period
indicated; and each such statement of cash flows presents fairly the information
purported to be shown  therein.  The  financial  statements  referred to in this
Section  2.02(c)  have been  prepared  in  accordance  with  generally  accepted
accounting  principles in the United States consistently  applied throughout the
periods  involved and are in  accordance  with the books and records of Midnight
and the Midnight Subsidiaries.  Since December 31, 2004, other than as set forth
on the Midnight Disclosure Schedule:

                                      -16-
<PAGE>

                           (i)  There  has at no time  been a  material  adverse
         change in the financial  condition,  results of  operations,  business,
         properties, assets, liabilities, or future prospects of Midnight or any
         Midnight Subsidiary.

                           (ii) Midnight has not authorized,  declared, paid, or
         effected any dividend or liquidating or other  distribution  in respect
         of its capital stock or any direct or indirect redemption, purchase, or
         other acquisition of any stock of Midnight or any Midnight Subsidiary.

                           (iii) The  operations  and businesses of Midnight and
         the Midnight  Subsidiaries  have been conducted in all respects only in
         the ordinary course,  except for the transactions  contemplated  hereby
         and in connection herewith.

                           (iv)  There has been no  accepted  purchase  order or
         quotation,  arrangement,  or  understanding  for  future  sale  of  the
         products  or  services of  Midnight  or any  Midnight  Subsidiary  that
         Midnight expects will not be profitable.

                           (v) Neither Midnight nor any Midnight  Subsidiary has
         suffered an extraordinary loss (whether or not covered by insurance) or
         waived any right of substantial value.

There is no fact known to Midnight which materially  adversely affects or in the
future (as far as Midnight  can  reasonably  foresee) may  materially  adversely
affect the financial  condition,  results of operations,  business,  properties,
assets,   liabilities,   or  future  prospects  of  Midnight  and  the  Midnight
Subsidiaries  taken as a whole;  provided,  however,  that Midnight expresses no
opinion as to political or economic matters of general  applicability.  Midnight
has made known,  or caused to be made known,  to the accountants or auditors who
have prepared,  reviewed, or audited the aforementioned  consolidated  financial
statements  all  material  facts  and  circumstances   which  could  affect  the
preparation,  presentation,  accuracy or completeness  thereof. The consolidated
statement of operations of Midnight for the year ending  December 31, 2004 shall
be audited in accordance with generally  accepted  accounting  principles in the
United States  consistently  applied throughout the periods involved,  and shall
contain all certifications  and statements  required the SEC's Order, dated June
27, 2002,  pursuant to Section  21(a)(1) of the  Exchange Act (File No.  4-460),
Rule  13a-14 or 15d-14  under  the  Exchange  Act,  or 18  U.S.C.  Section  1350
(Sections  302 and 906 of the  Sarbanes-Oxley  Act of 2002) with  respect to the
report relating thereto.

                  (d)  TAX  AND  OTHER  LIABILITIES.  Neither  Midnight  nor any
Midnight  Subsidiary  has any  material  liability  of any  nature,  accrued  or
contingent,   including,   without   limitation,   liabilities  for  Taxes,  and
liabilities to customers or suppliers, other than the following:

                           (i)  Liabilities  for which full  provision  has been
         made on the balance  sheet and the notes  thereto  (the "LAST  MIDNIGHT
         BALANCE  SHEET") as of December  31, 2004 (the "LAST  MIDNIGHT  BALANCE
         SHEET DATE") referred to in Section 2.02(c); and

                                      -17-
<PAGE>

                           (ii)  Other   liabilities   arising  since  the  Last
         Midnight  Balance  Sheet  Date  and  prior to the  Closing  Date in the
         ordinary  course of business  (which shall not include  liabilities  to
         customers  on  account  of  defective   products  or  services)  or  in
         connection with the transactions  contemplated  hereby or in connection
         herewith  which  are not  inconsistent  with  the  representations  and
         warranties of Midnight or any other provision of this Agreement.

Without  limiting  the  generality  of  the  foregoing,  the  amounts  set up as
provisions  for Taxes on the Last Midnight  Balance Sheet are sufficient for all
accrued and unpaid Taxes of Midnight and the Midnight  Subsidiaries,  whether or
not due and payable and whether or not disputed, under tax laws, as in effect on
the Last Midnight  Balance Sheet Date or now in effect,  for the period ended on
such date and for all fiscal periods prior thereto. The execution, delivery, and
performance of this Agreement by Midnight will not cause any Taxes to be payable
other  than by the  stockholders  of  Midnight  or cause  any lien,  charge,  or
encumbrance  to secure any Taxes to be created  either  immediately  or upon the
nonpayment  of  any  Taxes  other  than  on  the  properties  or  assets  of the
stockholders of Midnight.  Neither Midnight nor any Midnight Subsidiary has been
required to file any tax returns by any overseas tax  authorities or required to
pay any taxes, assessments, and other governmental charges payable or remittable
by it or levied upon it or its properties,  assets,  income, or franchises which
are due and payable.  Neither Midnight nor any Midnight Subsidiary is subject to
any  litigation,  governmental  or other  proceeding  (formal or  informal),  or
investigation  pending,  threatened,  or in  prospect  with  respect to any such
report or the subject matter of such report.

                  (e) LITIGATION AND CLAIMS. Except as described in the Midnight
Disclosure Letter, there is no litigation,  arbitration,  claim, governmental or
other proceeding (formal or informal), or investigation pending, threatened, or,
to the best of Midnight's knowledge, in prospect (or any basis therefor known to
Midnight),  with respect to Midnight,  any Midnight Subsidiary,  or any of their
respective businesses,  properties, or assets. Neither Midnight nor any Midnight
Subsidiary  is  affected  by any  present or  threatened  strike or other  labor
disturbance  nor  to the  knowledge  of  Midnight  is any  union  attempting  to
represent  any employee of Midnight or any  Midnight  Subsidiary  as  collective
bargaining agent.  Neither Midnight nor any Midnight  Subsidiary is in violation
of, or in default with respect to, any law, rule,  regulation,  order, judgment,
or decree which  violation or default would have a material  adverse effect upon
Midnight or such Midnight Subsidiary; nor is Midnight or any Midnight Subsidiary
required to take any action in order to avoid such violation or default.

                  (f) PROPERTIES.

                           (i) Except as described  in the  Midnight  Disclosure
         Letter,  neither Midnight nor any Midnight Subsidiary owns any legal or
         equitable  interest in any real  property.  Midnight and each  Midnight
         Subsidiary has good title to all other  properties and assets  material
         thereto,  used in its  respective  business or owned by it (except real
         and  other  properties  and  assets as are held  pursuant  to leases or
         licenses described in the Midnight Disclosure  Letter),  free and clear
         of all liens,  mortgages,  security interests,  pledges,  charges,  and
         encumbrances  (except  such as are  listed in the  Midnight  Disclosure
         Letter).

                           (ii) All accounts and notes  receivable  reflected on
         the Last  Midnight  Balance  Sheet,  or arising since the Last Midnight
         Balance Sheet Date,  have been  collected,

                                      -18-
<PAGE>

         or are and will be good and collectible,  in each case at the aggregate
         recorded amounts thereof without right of recourse, defense, deduction,
         return of goods,  counterclaim,  offset,  or set off on the part of the
         obligor,  and, if not  collected,  can  reasonably be anticipated to be
         paid within 180 days of the date incurred.

                           (iii) All  production in progress of Midnight and the
         Midnight  Subsidiaries is usable, in current production and marketable,
         on a normal basis in the business of Midnight.

                           (iv) Set forth in the Midnight Disclosure Letter is a
         true and complete  list of the classes of all tangible  properties  and
         assets  owned by Midnight and the  Midnight  Subsidiaries  or leased or
         licensed by Midnight or the  Midnight  Subsidiaries  from or to a third
         party (including inventory but not including Intangibles, as defined in
         Section 2.01(i)), and with respect to such properties and assets leased
         or licensed by Midnight or any Midnight  Subsidiary  from or to a third
         party, a description of such lease or license.  All such properties and
         assets  (including  Intangibles)  owned  by  Midnight  or any  Midnight
         Subsidiary are reflected on the Last Midnight Balance Sheet (except for
         acquisitions  subsequent  to the Last  Midnight  Balance Sheet Date and
         prior to the  Closing  Date  which  are  either  noted in the  Midnight
         Disclosure  Letter or are  approved in writing by REDOX).  All real and
         other tangible  properties and assets owned by Midnight or any Midnight
         Subsidiary or leased or licensed by Midnight or any Midnight Subsidiary
         from or to a third party are in good and usable  condition  (reasonable
         wear and tear which is not such as to affect adversely the operation of
         the business of Midnight and the Midnight Subsidiaries taken as a whole
         excepted).

                           (v) To the  best  of  Midnight's  knowledge,  no real
         property  owned by Midnight  or any  Midnight  Subsidiary  or leased or
         licensed  by  Midnight or any  Midnight  Subsidiary  from or to a third
         party lies in an area which is, or will be, subject to zoning,  use, or
         building code  restrictions  which would prohibit,  and, to the best of
         Midnight's  knowledge,  no state of facts  relating  to the  actions or
         inaction of another person or entity or his or its ownership,  leasing,
         or  licensing  of any real or  personal  property  exists or will exist
         which would prevent,  the continued  effective  ownership,  leasing, or
         licensing of such real property in the  businesses in which Midnight or
         such Midnight  Subsidiary is now engaged or the  businesses in which it
         contemplates engaging.

                           (vi)   The   properties    and   assets    (including
         Intangibles) owned by Midnight or the Midnight Subsidiaries (other than
         those  leased or licensed by Midnight or any Midnight  Subsidiary  to a
         third  party)  or  leased  or  licensed  by  Midnight  or any  Midnight
         Subsidiary from a third party constitute all such properties and assets
         which are  necessary  to the  business  of  Midnight  and the  Midnight
         Subsidiaries  taken  as a  whole  as  presently  conducted  or as  they
         contemplate conducting.

                           (vii) Neither Midnight,  nor any Midnight Subsidiary,
         has (A) engaged in or permitted any  operations or activities  upon, or
         any use or occupancy  of, any real property  currently or  historically
         used by either  Midnight or any Midnight  Subsidiary in the  businesses
         conducted by Midnight and the Midnight Subsidiaries (collectively,  the

                                      -19-
<PAGE>

         "MIDNIGHT  PROPERTY")  resulting in the emission,  release,  discharge,
         dumping,  treatment,  storage,  generation or disposal of any Hazardous
         Materials (as hereinafter  defined) on, under, in or about the Midnight
         Property,  (B)  disposed of any  Hazardous  Materials  off the Midnight
         Property  or  allowed  any  Hazardous  Materials  to  migrate  from the
         Midnight  Property to, upon,  about or beneath other  properties or (C)
         allowed any Hazardous  Materials to migrate or threaten to migrate from
         other  properties  to, upon,  about or beneath the  Midnight  Property.
         Midnight further represents that (i) neither it nor any of the Midnight
         Subsidiaries has constructed, placed, deposited, stored, disposed of or
         located on the  Midnight  Property  any  asbestos in any form which has
         become  friable,  (ii) no underground  improvements,  including but not
         limited to  treatment or storage  tanks,  sumps,  or water,  gas or oil
         wells, have been located on the Midnight Property by either Midnight or
         any of the Midnight  Subsidiaries,  (iii) there are no  polychlorinated
         biphenyls  (PCBs)  or  transformers,   capacitors,  ballasts  or  other
         equipment containing PCBs constructed,  deposited,  stored, disposed of
         or located by either  Midnight or any of the Midnight  Subsidiaries  on
         the Midnight  Property,  (iv) the operation of the business by Midnight
         and the Midnight  Subsidiaries  and the existing uses and activities of
         Midnight  or  Midnight  Subsidiaries  and,  to the  best of  Midnight's
         knowledge, its prior uses and activities,  comply and have at all times
         complied in all material respects with all  Environmental  Requirements
         (as hereinafter  defined),  and Midnight and the Midnight  Subsidiaries
         have  obtained all Permits (as  hereinafter  defined)  necessary  under
         applicable  Environmental   Requirements.   Neither  Midnight  nor  any
         Midnight Subsidiary know, nor, to the best of Midnight's knowledge, any
         prior owner or occupant of the  Midnight  Property,  has  received  any
         notice or other  communication  concerning  any  alleged  violation  of
         Environmental   Requirements,   whether   or  not   corrected   to  the
         satisfaction  of the  appropriate  authority,  nor any  notice or other
         communication concerning alleged liability for Environmental Damages in
         connection  with the Midnight  Property,  and there exists no judgment,
         decree,  order,  writ or injunction  outstanding,  nor any  litigation,
         action,  suit,  claim  (including  citation or directive) or proceeding
         pending or, to the best of Midnight's  knowledge,  threatened,  arising
         from the alleged violation of Environmental  Requirements by any Person
         (as hereinafter  defined) or from the suspected  presence of quantities
         of Hazardous Material in connection with the Midnight Property, nor are
         there,  to the best of  Midnight's  knowledge,  any  existing  facts or
         conditions which could give rise to any such violation or liabilities.

         For purposes of Section,  the following  terms shall have the following
         meanings:

                  "HAZARDOUS  MATERIAL"  means any substance (i) the presence of
         which  requires  investigation  or  remediation  under  any  applicable
         statute law, rule,  regulation,  order, judgment,  ordinance,  code and
         decree of a Governmental  Authority ("LAW"),  (ii) which is or has been
         identified as a potential  "hazardous  waste,"  "hazardous  substance,"
         pollutant or contaminant under any  Environmental  Requirement or (iii)
         which  is   toxic,   explosive,   corrosive,   flammable,   infectious,
         radioactive,  carcinogenic,  mutagenic, reactive or otherwise hazardous
         and has been identified as regulated by any Governmental Authority.

                  "ENVIRONMENTAL   REQUIREMENTS"   means  all  applicable  Laws,
         Permits  and  similar  requirements  of  all  Governmental  Authorities
         relating  to  the  protection  of  human  health  or

                                      -20-
<PAGE>

         the environment,  including,  without limitation,  (i) all requirements
         pertaining  to  reporting,  licensing,  permitting,  investigation  and
         remediation of emissions,  discharges,  releases or threatened releases
         of Hazardous  Materials  and (ii) all  requirements  pertaining  to the
         protection of the health and safety of employees or the public.

                  "ENVIRONMENTAL  DAMAGES"  means any and all  claims,  actions,
         suits, demands, assessments,  judgments, losses, liabilities,  damages,
         costs and expenses (including, without limitation, interest, penalties,
         reasonable  attorneys' fees,  reasonable accounting fees and reasonable
         investigation costs)  (collectively,  "Liabilities") which are incurred
         at any  time  as a  result  of the  presence,  generation,  release  or
         disposal  (including  off-site  disposal) prior to Closing of Hazardous
         Material  upon,  about,  from  or  beneath  the  Midnight  Property  or
         migrating or threatening to migrate to or from the Midnight Property or
         the existence of a violation of Environmental  Requirements  pertaining
         to the Midnight Property,  including without limitation (i) damages for
         personal  injury or injury to Midnight  Property  or natural  resources
         occurring upon or off of the Midnight Property,  (ii) fees incurred for
         the  services  of   attorneys,   consultants,   contractors,   experts,
         laboratories  and all  other  costs  incurred  in  connection  with the
         investigation  or remediation of such Hazardous  Materials or violation
         of  Environmental  Requirements,  (iii)  Liabilities  to any  Person to
         indemnify such Person for costs  expended in connection  with the items
         referenced in this Section  2.2(g) and (iv)  diminution of the value of
         the  Midnight  Property  and  damages  for  the  loss of  business  and
         restriction  on the  use of or  adverse  impact  on  the  marketing  of
         rentable or usable space or of any amenity of the REDOX Property.

                  "PERSON"  means  any  individual,  partnership,   corporation,
         association,  trust,  joint venture,  company,  entity or  Governmental
         Authority.

                  "PERMITS" mean all licenses,  permits,  approvals,  variances,
         waivers or consents.

                  "GOVERNMENTAL  AUTHORITY"  means any foreign,  United  States,
         state or local  governmental  entity  or  municipality  or  subdivision
         thereof  or  any  authority,  department,  commission,  board,  bureau,
         agency, court or instrumentality.

                   (g) CONTRACTS AND OTHER INSTRUMENTS.  The Midnight Disclosure
Letter  contains a true and  correct  list of  material  contracts,  agreements,
instruments,  leases, licenses,  arrangements, or understandings with respect to
Midnight  and the  Midnight  Subsidiaries  taken as a whole.  Midnight  has made
available to REDOX: (i) the certificate of incorporation and by-laws of Midnight
and  each  Midnight  Subsidiary  (or,  in  each  case,  the  comparable  charter
documents,  if any,  under  applicable  law)  and  all  amendments  thereto,  as
presently  in  effect,  certified  by the  Secretary  thereof  or an  authorized
signatory  thereof and (ii) the  following:  (A) true and correct  copies of all
material  contracts,  agreements,  and  instruments  referred to in the Midnight
Disclosure  Letter;  (B) true and  correct  copies of all  material  leases  and
licenses referred to in the Midnight Disclosure Letter; and (C) true and correct
written descriptions of all material supply, distribution, agency, financing, or
other  arrangements  or  understandings  referred to in the Midnight  Disclosure
Letter. Except as set forth in the Midnight Disclosure Letter,  neither Midnight
nor any  Midnight  Subsidiary  is party  to any  employment  agreement  with any
employee thereof.  To the best of Midnight's  knowledge,  none of Midnight,  any
Midnight  Subsidiary,  or any  other  party  to any  such

                                      -21-
<PAGE>

contract,  agreement,  instrument,  lease,  or  license is now or expects in the
future to be in  violation or breach of, or in default with respect to complying
with, any term thereof, and each such material contract, agreement,  instrument,
lease,  or license is in full force and is (to the best of Midnight's  knowledge
in the case of third parties) the legal,  valid,  and binding  obligation of the
parties  thereto and (subject to applicable  bankruptcy,  insolvency,  and other
laws affecting the enforceability of creditors' rights generally) is enforceable
as  to  them  in  accordance  with  its  terms.   Each  such  material   supply,
distribution,  agency,  financing,  or other  arrangement or  understanding is a
valid  and  continuing  arrangement  or  understanding;  none of  Midnight,  any
Midnight Subsidiary, or any other party to any such arrangement or understanding
has  given  notice of  termination  or taken any  action  inconsistent  with the
continuance of such arrangement or understanding;  and the execution,  delivery,
and  performance of this  Agreement  will not prejudice any such  arrangement or
understanding in any way. Midnight and each Midnight  Subsidiary enjoys peaceful
and  undisturbed  possession  under all leases and  licenses  under  which it is
operating.  Neither  Midnight nor any Midnight  Subsidiary is party to, or bound
by,  any  contract,  agreement,  instrument,  lease,  license,  arrangement,  or
understanding, or subject to any charter or other restriction, which has had or,
to the best of Midnight's  knowledge,  may in the future have a material adverse
effect  on  the  financial   condition,   results  of  operations,   businesses,
properties,  assets,  liabilities,  or  future  prospects  of  Midnight  and the
Midnight  Subsidiaries  taken as whole,  and,  following the consummation of the
transactions  contemplated hereby,  REDOX. Other than as listed and so specified
in the Midnight Disclosure Letter,  neither Midnight nor any Midnight Subsidiary
has engaged  within the last five years in, is engaging in, or intends to engage
in any  transaction  with,  or has had within the last five  years,  now has, or
intends  to  have  any  contract,   agreement,   instrument,   lease,   license,
arrangement,  or understanding with, any stockholder of Midnight,  any director,
officer,  or  employee  of  Midnight  or any  Midnight  Subsidiary  (except  for
employment  agreements  listed in the Midnight  Disclosure Letter and employment
and compensation  arrangements described in the Midnight Disclosure Letter), any
relative  or  affiliate  of any  stockholder  of  Midnight,  any such  director,
officer,  or  employee,  or any other  corporation  or  enterprise  in which any
stockholder of Midnight,  any such director,  officer, or employee,  or any such
relative or  affiliate  then had or now has a 5% or greater  equity or voting or
other substantial  interest.  The stock ledgers and stock transfer books and the
minute book records of Midnight  and each  Midnight  Subsidiary  relating to all
issuances and transfers of stock by Midnight and the Midnight  Subsidiaries  and
all  proceedings of the  stockholders  and the Board of Directors and committees
thereof  of  Midnight  and  each  Midnight   Subsidiary   since  its  respective
incorporation  made  available to REDOX are the original stock ledgers and stock
transfer books and minute book records thereof or exact copies thereof.  Neither
Midnight nor any Midnight Subsidiary is in violation or breach of, or in default
with respect to, any term of its  respective  certificate  of  incorporation  or
by-laws (or the comparable charter document, if any, under applicable law).

                  (h) EMPLOYEES.

                           (i) Neither Midnight nor any Midnight Subsidiary has,
         or contributes to, any pension, profit-sharing, option, other incentive
         plan, or any other type of Employee  Benefit Plan or has any obligation
         to or customary  arrangement  with  employees  for  bonuses,  incentive
         compensation,   vacations,   severance   pay,  sick  pay,  sick  leave,
         insurance,  service award, relocation,  disability,  tuition refund, or
         other  benefits,  whether  oral or written,  except as set forth in the
         Midnight  Disclosure Letter.  Midnight has made available

                                      -22-
<PAGE>

         to REDOX true and correct copies,  of all documents  evidencing  plans,
         obligations,  or  arrangements  referred to in the Midnight  Disclosure
         Letter  (or  true  and  correct   written   summaries  of  such  plans,
         obligations,  or arrangements to the extent not evidenced by documents)
         and true and correct copies, so initialed,  of all documents evidencing
         trusts,   summary  plan  descriptions,   and  any  other  summaries  or
         descriptions relating to any such plans.

                           (ii) The Midnight  Disclosure  Letter contains a true
         and correct  statement of the names,  relationship with Midnight or the
         relevant Midnight Subsidiary, present rates of compensation (whether in
         the  form  of  salary,  bonuses,  commissions,  or  other  supplemental
         compensation now or hereafter payable),  and aggregate compensation for
         the fiscal year ended December 31, 2004 of (A) each director,  officer,
         or other employee  thereof whose aggregate  compensation for the fiscal
         year ended  December 31, 2004 exceeded  US$100,000  or whose  aggregate
         compensation presently exceeds the rate of US$100,000 per annum and (B)
         all sales agents,  dealers, or distributors of Midnight or any Midnight
         Subsidiary.  Except as set  forth on the  Midnight  Disclosure  Letter,
         since  December  31,  2004,  Midnight  has  not  changed  the  rate  of
         compensation  of any of its  directors,  officers,  employees,  agents,
         dealers, or distributors,  nor has any Employee Benefit Plan or program
         of Midnight or any Midnight  Subsidiary  been  instituted or amended to
         increase benefits thereunder.

                           (iii) There are no material controversies,  including
         strikes, disputes, slowdowns or work stoppages, pending, or to the best
         of  Midnight's  knowledge,   threatened  which  involve  any  employees
         employed in  connection  with the  business of Midnight or the Midnight
         Subsidiaries.  Each of  Midnight  and  the  Midnight  Subsidiaries  has
         complied  and is  complying  in all  material  respects  with  all Laws
         relating to the employment of labor, including, without limitation, any
         provision  thereof  relating to wages,  hours,  collective  bargaining,
         employee health, safety and welfare, and the payment of social security
         and similar taxes. Neither of Midnight nor any Midnight Subsidiary is a
         party to any collective  bargaining or union contract,  and to the best
         of Midnight's  knowledge,  there exists no current union organizational
         effort  with  respect  to any  employee  of  Midnight  or any  Midnight
         Subsidiary.   Neither   Midnight  nor  any  Midnight   Subsidiary   has
         experienced  any  material  labor  difficulties,   including,   without
         limitation, strikes, slowdowns, or work stoppages, within the five-year
         period preceding the date hereof.

                  (i) PATENTS,  TRADEMARKS,  ET CETERA. Neither Midnight nor any
Midnight  Subsidiary owns or has pending,  or is licensed or otherwise permitted
to use,  any  material  Intangible,  other  than as  described  in the  Midnight
Disclosure  Letter.  Each Intangible is validly issued and is currently in force
and uncontested in all jurisdictions in which it is used or in which such use is
contemplated. The Midnight Disclosure Letter contains a true and correct listing
of: (i) all Intangibles  which are owned (either in whole or in part),  used by,
or licensed to Midnight or any Midnight  Subsidiary or which otherwise relate to
the businesses of Midnight or any Midnight Subsidiary, and a description of each
such Intangible which identifies its owner, registrant,  or applicant;  (ii) all
contracts,  agreements,  instruments, leases, and licenses and identification of
all parties thereto under which Midnight or any Midnight Subsidiary owns or uses
any Intangible (whether or not under license from third parties),  together with
the  identification  of  the  owner,

                                      -23-
<PAGE>

registrant,  or  applicant  of  each  such  Intangible;   (iii)  all  contracts,
agreements,  instruments, leases, and licenses and identification of all parties
thereto under which Midnight or any Midnight  Subsidiary grants the right to use
any  Intangible;  and (iv) all validity,  infringement,  right-to-use,  or other
opinions of counsel  (whether  in-house or outside)  which concern the validity,
infringement, or enforceability of any Intangible owned or controlled by a party
other than Midnight or any Midnight  Subsidiary which relates to the businesses,
properties,  or  assets  of  Midnight  or any  Midnight  Subsidiary.  Except  as
specified  in  the  Midnight  Disclosure  Letter:  (v)  Midnight  or a  Midnight
Subsidiary is the sole and exclusive owner or licensee of, and (other than those
licensed by Midnight to any Midnight  Subsidiary to a third party) has the right
to use, all Intangibles;  (vi) no Intangible is subject to any order,  judgment,
decree, contract, agreement, instrument, lease, or license restricting the scope
of the use thereof;  (vii) during the last five years,  neither Midnight nor any
Midnight  Subsidiary has been charged with, or has charged  others with,  unfair
competition,  infringement  of any  Intangible,  or wrongful use of confidential
information, trade secrets, or secret processes; and (viii) neither Midnight nor
any  Midnight  Subsidiary  is  using  any  patentable  invention,   confidential
information,  trade secret, or secret process of others. There is no right under
any  Intangible  necessary  to  the  businesses  of  Midnight  or  any  Midnight
Subsidiary as presently conducted or as it contemplates conducting,  except such
as are so designated in the Midnight Disclosure Letter. Neither Midnight nor any
Midnight  Subsidiary  has  infringed,  is not  infringing,  and has not received
notice of infringement in respect of the Intangibles or asserted  Intangibles of
others,  nor has Midnight or any Midnight  Subsidiary been advised by counsel or
others  that it is  infringing  or may  infringe  the  Intangibles  or  asserted
Intangibles  of  others  if any  currently  contemplated  business  activity  is
effectuated. To the knowledge of Midnight, there is no infringement by others of
Intangibles  of  Midnight or any  Midnight  Subsidiary.  As far as Midnight  can
foresee,  there is no  Intangible  or  asserted  Intangible  of others  that may
materially  adversely  affect the financial  condition,  results of  operations,
businesses, properties, assets, liabilities, or future prospects of Midnight and
the  Midnight  Subsidiaries  taken  as  a  whole.  All  contracts,   agreements,
instruments, leases, and licenses pertaining to Intangibles to which Midnight or
any  Midnight  Subsidiary  is a  party,  or  to  which  any  of  its  respective
businesses,  properties, or assets are subject, are in compliance with all laws,
rules,  regulations,  orders,  judgments, and decrees binding on Midnight or any
Midnight Subsidiary or to which any of its respective businesses, properties, or
assets are  subject.  The  trademarks,  tradenames,  and  service  marks used by
Midnight  and  the  Midnight  Subsidiaries  to  identify,   respectively,  their
products,  businesses,  and services are as follows: All Night Auto,  "moon-man"
logo, All Night Lube Express,  ANA Preferred  Business  Management  System,  ANA
Vehicle Diagnostic  System, ANA Preferred Customer Network,  ANA Preferred Parts
Network,  ANA Preferred Financial Network,  ANA Preferred Marketing Network, ANA
Facility  Management  System, ANA Preferred  Equipment  Network,  ANA Local Area
Network and ANA Preferred Supplier Network.  Neither the Midnight  Shareholders,
any director,  officer, or employee of Midnight or any Midnight Subsidiary,  any
relative  or  affiliate  of the  Midnight  Shareholders  or any  such  director,
officer,  or employee,  nor any other  corporation  or  enterprise  in which the
Midnight  Shareholders,  any such director,  officer,  or employee,  or any such
relative or affiliate  had or now has a 5% or greater  equity or voting or other
substantial  interest,  possesses any Intangible which relates to the businesses
of Midnight or any Midnight Subsidiary.

                  (j)  QUESTIONABLE  PAYMENTS.  Neither Midnight or any Midnight
Subsidiary,  nor  any  director,  officer,  agent,  employee,  or  other  person
associated  with, or acting on behalf of,

                                      -24-
<PAGE>

Midnight  or any  Midnight  Subsidiary,  nor  the  Midnight  Shareholders,  has,
directly or  indirectly:  used any corporate  funds for unlawful  contributions,
gifts, entertainment, or other unlawful expenses relating to political activity;
made any  unlawful  payment to  foreign  or  domestic  government  officials  or
employees  or to  foreign  or  domestic  political  parties  or  campaigns  from
corporate funds;  violated any provision of the Foreign Corrupt Practices Act of
1977,  as  amended;  or made  any  bribe,  rebate,  payoff,  influence  payment,
kickback, or other unlawful payment.

                  (k) AUTHORITY.  Midnight has all requisite power and authority
to execute,  deliver,  and  perform  this  Agreement.  All  necessary  corporate
proceedings  of  Midnight  have  been duly  taken to  authorize  the  execution,
delivery, and performance of this Agreement by Midnight. This Agreement has been
duly  authorized,  executed,  and delivered by Midnight,  constitutes the legal,
valid, and binding obligation of Midnight,  and is enforceable as to Midnight in
accordance with its terms.  Except as otherwise set forth in this Agreement,  no
consent,  authorization,  approval, order, license, certificate, or permit of or
from,  or  declaration  or filing with,  any  federal,  state,  local,  or other
governmental  authority  or any court or other  tribunal is required by Midnight
for the execution,  delivery,  or performance of this Agreement by Midnight.  No
consent of any party to any material  contract,  agreement,  instrument,  lease,
license,  arrangement,  or  understanding  to  which  Midnight  or any  Midnight
Subsidiary  is a party,  or to which  its or any of its  respective  businesses,
properties,  or assets are subject, is required for the execution,  delivery, or
performance of this Agreement  (except such consents referred to in the Midnight
Disclosure  Letter);  and  the  execution,  delivery,  and  performance  of this
Agreement  will not violate,  result in a breach of,  conflict with, or (with or
without the giving of notice or the  passage of time or both)  entitle any party
to terminate  or call a default  under,  entitle any party to receive  rights or
privileges that such party was not entitled to receive  immediately  before this
Agreement was executed  under, or create any obligation on the part of Midnight,
any Midnight Subsidiary, or REDOX to which it was not subject immediately before
this  Agreement  was executed  under,  any term of any such  material  contract,
agreement, instrument, lease, license, arrangement, or understanding, or violate
or result in a breach of any term of the certificate of incorporation or by-laws
of Midnight or any Midnight Subsidiary (or the comparable charter documents,  if
any,  under  applicable  law),  or (if  the  provisions  of this  Agreement  are
satisfied)  violate,  result in a breach  of, or  conflict  with any law,  rule,
regulation,  order,  judgment,  or decree  binding on Midnight  or any  Midnight
Subsidiary or to which any of its respective businesses,  properties,  or assets
are subject.  Except as set forth in the  Midnight  Disclosure  Letter,  neither
Midnight  or  any  Midnight  Subsidiary  nor  any of  its  officers,  directors,
employees, or agents has employed any broker or finder or incurred any liability
for any fee, commission,  or other compensation payable by any person on account
of alleged employment as a broker or finder, or alleged  performance of services
as a broker or finder,  in connection  with or as a result of this  Agreement or
the other transactions contemplated hereby and in connection herewith.

                  (l)  INSURANCE.  All  policies  of fire  and  other  insurance
against  casualty and other  losses and public  liability  insurance  carried by
Midnight and the Midnight  Subsidiaries are in full force and effect. A full and
complete copy of each such  insurance  policy has been made  available to REDOX,
and such policies are summarized in the Midnight Disclosure Letter. All premiums
in respect of such  policies for which  premium  notices have been received have
been paid in full as the same become due and payable.  Neither  Midnight nor any
Midnight Subsidiary has failed to give any notice or present any claim under any
insurance policy in due and timely

                                      -25-
<PAGE>

fashion.  There are no actual  claims or claims  threatened  in writing  against
Midnight or any  Midnight  Subsidiary  which could come within the scope of such
coverage nor are any such policies currently threatened with cancellation. There
are no outstanding requirements or recommendations by any insurance company that
issued a policy with respect to any of the respective assets, the businesses, or
operations  of  Midnight  or any  Midnight  Subsidiary  or by any  Board of Fire
Underwriters or other body exercising  similar  functions or by any governmental
authority  requiring or recommending any repairs or other work to be done on, or
with  respect  to, any of the  respective  assets of  Midnight  or any  Midnight
Subsidiary  or requiring or  recommending  any  equipment  or  facilities  to be
installed on any premises  from which the  respective  businesses of Midnight or
any Midnight Subsidiary is conducted or in connection with any of the respective
assets thereof.  Neither Midnight nor any Midnight  Subsidiary has any knowledge
of any  material  proposed  increase  in  applicable  insurance  rates or of any
conditions or circumstances applicable to the respective businesses thereof that
might result in such  increases.  No such policy is  terminable by virtue of the
transactions contemplated by this Agreement.

                  (m) BUSINESS  CONDUCTED IN NO OTHER NAME.  Subject to the next
sentence,  all  business  of Midnight  and the  Midnight  Subsidiaries  has been
conducted in its  respective and for their  respective  benefit and there are no
parties  related or affiliated with Midnight or any Midnight  Subsiairy,  either
directly or indirectly,  which are competing for the business thereof.  Midnight
and the Midnight Subsidiaries conduct their respective business in the following
name: "All Night Auto(R) Stores, Inc." and "Midnight Auto Franchise Corp.".

                  (n) CUSTOMERS AND SUPPLIERS.  There has been no termination or
cancellation of any relationship  between Midnight or by Midnight Subsidiary and
any material supplier, or any customer or group of customers which, individually
or in the  aggregate,  represented  more  than five  (5%)  percent  of the gross
revenues of Midnight  taken as a whole during the year ended  December 31, 2004,
nor is there any reason to believe that any such  terminations or  cancellations
of such magnitudes are pending or threatened.

                  (o) COMPLETENESS OF DISCLOSURE.  No representation or warranty
by Midnight in this Agreement contains,  or at the Closing Date will contain, an
untrue  statement of material  fact or omits or at the Closing Date will omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements made not misleading.

                  (p) COMPLIANCE WITH LAW AND GOVERNMENT  REGULATIONS.  Midnight
and each Midnight Subsidiary is in compliance in all material respects with, and
is not  in  violation  of,  applicable  local  or  foreign  statutes,  laws  and
regulations  (including without limitation,  any applicable building,  zoning or
other law, ordinance or regulation) affecting its properties or the operation of
its  business.  Neither  Midnight nor any Midnight  Subsidiary is subject to any
order, decree, judgment or other sanction of any court, administrative agency or
other tribunal.

         SECTION   2.03   REPRESENTATIONS   AND   WARRANTIES   OF  THE  MIDNIGHT
SHAREHOLDERS.  The Midnight  Shareholders hereby represents and warrants to, and
agrees with, REDOX as follows:

         (a) REPRESENTATIONS AND WARRANTIES OF MIDNIGHT. To the knowledge of the
Midnight Shareholders,  the representations and warranties of Midnight set forth
in Section  2.02 hereof are

                                      -26-
<PAGE>

true and correct in all material respects.  Nothing has come to the attention of
the Midnight  Shareholders that would lead the Midnight  Shareholders to believe
that any representation or warranty of Midnight set forth on Section 2.02 hereof
is untrue or incorrect in any material respect.

         (b)  AUTHORITY.  Midnight  and  the  Midnight  Shareholders  have  each
approved this Agreement and duly  authorized the execution and delivery  hereof.
The Midnight  Shareholders  are  individuals  residing in the United States with
full power and authority under the laws thereof to execute, deliver, and perform
this  Agreement  and the  transactions  contemplated  hereby  and in  connection
herewith.  The  Midnight  Shareholders  have  reached the age of majority  under
applicable law.

         (c) OWNERSHIP OF SHARES. The Midnight Shareholders own beneficially all
of the shares of Midnight  Capital Stock.  The Midnight  Shareholders  have full
power and authority to transfer  such shares of Midnight  Capital Stock to REDOX
under, pursuant to, and in accordance with, this Agreement,  and such shares are
free and clear of any liens,  charges,  mortgages,  pledges or encumbrances  and
such shares are not subject to any claims as to the  ownership  thereof,  or any
rights,  powers or interest  therein,  by any third party and are not subject to
any preemptive or similar rights of stockholders.

         (d) INVESTMENT REPRESENTATIONS AND COVENANTS.

                  (i)  The  Midnight   Shareholders   represent  that  they  are
acquiring  the shares of REDOX  Common  Stock to be issued  pursuant  to Section
1.02(a)  hereof for their own  accounts and for  investment  only and not with a
view to  distribution  or resale  thereof  within the  meaning of such phrase as
defined under the Securities Act. The Midnight Shareholders shall not dispose of
any  part or all of such  shares  of REDOX  Common  Stock  in  violation  of the
provisions of the Securities Act and the rules and regulations promulgated under
the Securities Act by the SEC and all applicable  provisions of state securities
laws and regulations.

                  (ii) The certificate or certificates  representing  the shares
of REDOX Common Stock shall bear a legend in substantially the form set forth in
Section 1.02(b) hereof.

                  (iii) The Midnight  Shareholders  acknowledge  being  informed
that the shares of REDOX Common Stock to be issued  pursuant to Section  1.02(a)
hereof shall be  unregistered,  shall be  "RESTRICTED  SECURITIES" as defined in
paragraph  (a)  of  Rule  144  under  the  Securities  Act,  and  must  be  held
indefinitely  unless (a) they are  subsequently  registered under the Securities
Act, or (b) an  exemption  from such  registration  is  available.  The Midnight
Shareholders  further  acknowledge  that  REDOX does not have an  obligation  to
currently register such securities for the account of Midnight Shareholders.

                  (iv) The Midnight Shareholders acknowledge that they have been
afforded access to all material  information which they have requested  relevant
to their  decision  to  acquire  the  shares  of REDOX  Common  Stock and to ask
questions of REDOX's  management and that,  except as set forth herein,  neither
REDOX nor  anyone  acting on  behalf  of REDOX has made any  representations  or
warranties  to the  Midnight  Shareholders  which have  induced,  persuaded,  or
stimulated  the  Midnight  Shareholders  to acquire  such shares of REDOX Common
Stock.

                                      -27-
<PAGE>

                  (v)  Either   alone,   or  together   with  their   investment
advisor(s),  the Midnight  Shareholders  have the  knowledge  and  experience in
financial and business  matters to be capable of evaluating the merits and risks
of the  prospective  investment  in the shares of REDOX  Common  Stock,  and the
Midnight  Shareholders  are and  will be able to bear the  economic  risk of the
investment in such shares of REDOX Common Stock.

                                   ARTICLE III

                                    COVENANTS

         SECTION 3.01 COVENANTS OF REDOX. REDOX covenants and agrees that, after
the date  hereof  and  through  the  earlier  of the  Closing or the date of the
termination of this Agreement pursuant to Article IV hereof (the earlier of such
times, the "RELEASE Time"),  unless Midnight will otherwise  approve in writing,
which approval will not be unreasonably withheld:

                  (a) (i) Until the Release Time, no dividend or  liquidating or
other  distribution  or stock  split shall be  authorized,  declared,  paid,  or
effected by REDOX in respect of the outstanding shares of REDOX Common Stock.

                      (ii) Until the Release  Time, no share of capital stock of
REDOX or warrant for any such share,  right to subscribe to or purchase any such
share, or security  convertible  into, or  exchangeable or exercisable  for, any
such share, shall be issued or sold by REDOX.

                  (b) Until the Release  Time,  REDOX will afford the  officers,
directors,  employees,  counsel, agents,  investment bankers,  accountants,  and
other  representatives  of Midnight and the Midnight  Shareholders free and full
access to the plants, properties, books, and records of REDOX. REDOX will permit
them to make extracts  from and copies of such books and records,  and will from
time to time furnish Midnight and the Midnight Shareholders with such additional
financial  and  operating  data  and  other  information  as  to  the  financial
condition, results of operations,  businesses,  properties, assets, liabilities,
or future prospects of REDOX as Midnight or the Midnight  Shareholders from time
to time may request.  Until the Release Time,  REDOX will cause the  independent
certified  public  accountants  of  REDOX to make  available  to  Midnight,  its
independent  certified public accountants,  and the Midnight  Shareholders,  the
work papers  relating to the audits of REDOX  referred to in Section  2.01(c) of
this Agreement.

                  (c) Until the Release Time, REDOX will conduct its affairs, so
that on the  Closing  Date,  no  representation  or  warranty  of REDOX  will be
inaccurate, no covenant or agreement of REDOX will be breached, and no condition
in this Agreement will remain  unfulfilled by reason of the actions or omissions
of REDOX.  Except as otherwise  consented  to by Midnight in writing,  until the
Release  Time,  REDOX  will  conduct  its  affairs in all  respects  only in the
ordinary course.

                  (d) Until the  Release  Time,  REDOX will  immediately  advise
Midnight in a detailed  written notice of any material fact or occurrence or any
pending or  threatened  material  occurrence  of which it obtains  knowledge and
which (if  existing and known at the date of the  execution  of this  Agreement)
would have been  required  to be set forth or  disclosed  in or pursuant

                                      -28-
<PAGE>

to this  Agreement  or in the REDOX  Disclosure  Letter,  which (if existing and
known at any time prior to or at the Closing) would make the  performance by any
party  of a  covenant  contained  in this  Agreement  impossible  or  make  such
performance  materially  more  difficult  than in the  absence  of such  fact or
occurrence,  or which (if existing  and known at the time of the Closing)  would
cause a condition  to any party's  obligations  under this  Agreement  not to be
fully satisfied.

                  (e) REDOX  shall use its  commercially  reasonable  efforts to
insure that all  confidential  information  which REDOX or any of its  officers,
directors,  employees,  counsel, agents,  investment bankers, or accountants may
now  possess  or may  hereafter  create  or  obtain  relating  to the  financial
condition, results of operations,  businesses,  properties, assets, liabilities,
or future prospects of Midnight,  any affiliate of Midnight,  or any customer or
supplier of Midnight or any such affiliate shall not be published, disclosed, or
made  accessible by any of them to any other person or entity  without the prior
written  consent of Midnight,  which written  consent shall not be  unreasonably
withheld;  provided,  however,  that the restrictions of this sentence shall not
apply (i) as may  otherwise  be required  by law,  (ii) as may be  necessary  or
appropriate in connection with the  enforcement of this  Agreement,  or (iii) to
the extent the information shall have otherwise become publicly available. REDOX
shall,  and shall  cause all other such  persons  and  entities  to,  deliver to
Midnight  all  tangible  evidence of the  confidential  information  relating to
Midnight,   any  affiliate  of  Midnight,   or  (insofar  as  such  confidential
information was provided by, or on behalf of, Midnight, or any such affiliate of
Midnight) any customer or supplier of any of them or any such affiliate to which
the  restrictions  of  the  foregoing   sentence  apply  immediately  after  the
termination of this Agreement pursuant to Article IV or V hereof.

                  (f) Before REDOX  releases  any  information  concerning  this
Agreement or any of the other transactions  contemplated hereby or in connection
herewith  which is intended for or may result in public  dissemination  thereof,
REDOX shall  cooperate with  Midnight,  shall furnish drafts of all documents or
proposed oral statements to Midnight for comment, and shall not release any such
information  without the written consent of Midnight.  Nothing  contained herein
shall prevent REDOX from releasing any information if required to do so by law.

                  (g)  REDOX  shall  not  make  any   agreement   or  reach  any
understanding  not approved in writing by Midnight as a condition  for obtaining
any consent,  authorization,  approval, order, license,  certificate,  or permit
required  for  the  consummation  of  the  transactions   contemplated  by  this
Agreement.

                  (h) REDOX  shall  promptly  prepare  all  required  or, in the
reasonable  opinion of the  parties  hereto,  appropriate  Periodic  Reports (as
hereinafter defined) and other regulatory filings relating to this Agreement and
the transactions  contemplated  hereby and in connection  herewith.  REDOX shall
furnish or cause to be furnished,  for inclusion in the Periodic  Reports,  such
information  about REDOX,  and REDOX's security holders as may be required or as
may be reasonably requested by Midnight,  and shall continue to furnish or cause
to be  furnished  such  information  as is  necessary  to keep such  information
correct and  complete in all  material  respect  until the Release  Time.  REDOX
represents  and warrants  that the  information  that it has  furnished to date,
taken as a whole,  does not now,  and will not at any time prior to the  Release
Time, (i) contain an untrue statement of a material fact or (ii) omit to state a
material fact required to be stated  therein or necessary to make the statements
therein  not false or  misleading.  REDOX  shall

                                      -29-
<PAGE>

take any action required to be taken by it under state  "blue-sky,"  securities,
or take-over laws in connection with the issuance of REDOX Common Stock pursuant
to the transactions  contemplated hereby and in connection herewith. The filings
made by REDOX  within the past six years with the SEC were,  if filed  under the
Exchange Act, prepared in accordance with the then existing  requirements of the
Exchange Act and the rules and  regulations  thereunder  and, if filed under the
Securities Act,  prepared in accordance  with the then existing  requirements of
the Securities Act and the rules and regulations  thereunder.  Such filings when
filed,  and the  press  releases  and  other  public  statements  REDOX has made
subsequent to the last such filing when  considered  together with such filings,
did not at the time of filing or issuance of the press  releases or other public
statements,  as the case may be,  and (with  respect to the press  releases  and
other public statements,  when considered together with such filings) do not now
(i)  contain  an untrue  statement  of a  material  fact or (ii) omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not false or misleading.

                  (i) If, prior to the Release Time, REDOX Common Stock shall be
recapitalized  or reclassified  or REDOX shall effect any stock dividend,  stock
split,  or reverse stock split of REDOX Common  Stock,  then the shares of REDOX
Common Stock to be delivered under this Agreement or upon exercise,  conversion,
or exchange of any security to be delivered  under this  Agreement or assumed by
REDOX as  contemplated by this Agreement  shall be  appropriately  and equitably
adjusted  to the kind and  amount of shares  of stock and other  securities  and
property to which the holders of such shares of REDOX Common Stock or such other
security  would  have been  entitled  to  receive  had such  stock or such other
security  been  issued and  outstanding  as of the record  date for  determining
stockholders entitled to participate in such corporate event.

                  (j) REDOX shall  timely  prepare and file any  declaration  or
filing  necessary to comply with any transfer tax statutes that require any such
filing before the Closing.

                  (k) Until the Release  Time,  REDOX  shall not,  and shall not
authorize or permit any officer, director,  employee, counsel, agent, investment
banker, accountant, or other representative of REDOX, directly or indirectly, to
contemplate  or enter  into  any  transaction  the  effect  of  which  may be to
prohibit,  restrict, or delay the consummation of the transactions  contemplated
by this Agreement or impair the contemplated benefits to REDOX's stockholders of
the transactions contemplated by this Agreement.

                  (l) (i)  Following  the   consummation  of   the  transactions
contemplated  hereby and in connection  herewith,  REDOX will cause  Midnight to
continue its historic  business or to use a  significant  portion of  Midnight's
historic  business  assets in a  business,  in each case  within the  meaning of
section 1.368-1(d) of the Treasury Regulations, assuming that the assets of, and
the business  conducted by, Midnight at the Closing Date  constitute  Midnight's
historic business assets and historic business, respectively.

                      (ii)  Following  the   consummation  of  the  transactions
contemplated hereby and in connection  herewith,  REDOX will not permit Midnight
to issue additional shares that would result in REDOX losing control of Midnight
within the meaning of section 368(c) of the Code.

                                      -30-
<PAGE>

                  (m) REDOX  shall use best  efforts  to file with the  National
Association of Securities  Dealers,  Inc., or its  affiliates,  all  information
required by Rule 15c2-11 under the Exchange Act, if required.

                  (n) As soon as practicable following the Closing,  REDOX shall
cause its certificate of  incorporation  to be amended as follows:  (i) to cause
the corporate  name thereof to be changed to reflect the nature and character of
Midnight; (ii) to increase the number of shares of REDOX Common Stock authorized
thereunder to 1,000,000,000 shares.

                  (o)  Effective  at the  Closing,  each  member of the Board of
Directors,  and  each  officer  of  REDOX  shall  tender  his or her  respective
resignation  therefrom and shall appoint the following  individuals  as the sole
officers and directors of REDOX:

                  Nicholas  A. Cocco,  President,  Chief  Executive  Officer and
Director;

                  Arthur G.  Veenstra,  Executive  Vice President of Finance and
Chief Financial Officer;

                  Richard J. Kohl,  Executive  Vice  President of Operations and
Chief Operating Officer;

                  Dennis   Spencer,   Jr.   Executive  Vice  President  of  Area
Development; and

                  Richard D. Pulford, Independent Director.

                  (p) On or prior to the Closing  Date,  REDOX shall  deliver to
Midnight and the Midnight  Shareholders the completed REDOX  Disclosure  Letter,
which letter shall be correct and complete in all material respects.

                  (q) In  addition  to the  shares of REDOX  Common  Stock to be
delivered  pursuant to Sections  1.02(a)  hereof,  8,962,500 new shares of REDOX
Common Stock shall be issued and  delivered in  certificated  form to the former
directors of REDOX as follows:  James Schuler 3,750,000 shares;  Clifton Douglas
2,812,500 shares;  Victor W. Nee 600,000 shares; Harold W. Price 600,000 shares;
Michael F. Bianco 600,000 shares; and James M. Dowaliby 600,000 shares.

         SECTION 3.02 COVENANTS OF MIDNIGHT. Midnight covenants and agrees that,
after the date hereof and through the Release Time,  unless REDOX will otherwise
approve in writing, which approval will not be unreasonably withheld:

                  (a) Until the Release Time,  no amendment  will be made in the
certificate  of  incorporation  or by-laws  (or,  in each case,  the  comparable
charter documents, if any, under applicable law) of Midnight.

                  (b) Until  the  Release  Time,  no share of  Midnight  Capital
Stock,  option or warrant for any such share,  right to subscribe to or purchase
any such share,  or security  convertible  into, or  exchangeable or exercisable
for,  any such share,  shall be issued or sold by  Midnight,  otherwise  than as
contemplated by, or in connection with, this Agreement.

                                      -31-
<PAGE>

                  (c) Until the Release  Time,  no dividend  or  liquidating  or
other  distribution  or stock  split shall be  authorized,  declared,  paid,  or
effected by Midnight in respect of the  outstanding  shares of Midnight  Capital
Stock. Until the Release Time, no direct or indirect  redemption,  purchase,  or
other acquisition shall be made by Midnight of shares of Midnight Capital Stock.

                  (d) Until the Release Time,  except in the ordinary  course of
its business, Midnight shall not borrow money, guarantee the borrowing of money,
engage in any  transaction,  or enter into any material  agreement other than in
connection with the transactions  contemplated  hereby or in connection herewith
or otherwise pursuant to any currently outstanding credit line of Midnight.  For
purposes of this  Agreement,  references to  "MATERIAL",  as well as correlative
terms (E.G., MATERIALLY, MATERIALITY, etc.), shall be deemed to refer to amounts
of US$50,000 or more or effects or consequences of US$50,000 or more.

                  (e) Until the Release Time, Midnight will afford the officers,
directors,  employees,  counsel, agents,  investment bankers,  accountants,  and
other representatives of REDOX and lenders,  investors,  and prospective lenders
and investors free and full access to the plants, properties, books, and records
of Midnight, will permit them to make extracts from and copies of such books and
records, and will from time to time furnish REDOX with such additional financial
and operating data and other information as to the financial condition,  results
of operations,  businesses, properties, assets, liabilities, or future prospects
of Midnight  as REDOX from time to time may  request.  Until the  Release  Time,
Midnight will cause the independent  certified public accountants of Midnight to
make available to REDOX and its  independent  certified  public  accountants the
work papers relating to the audits of Midnight referred to in Section 2.02(c) of
this Agreement.

                  (f) Until the Release Time,  Midnight will conduct its affairs
so that at the  Closing,  no  representation  or warranty  of  Midnight  will be
inaccurate in any material respect, no covenant or agreement of Midnight will be
breached,  and no condition in this Agreement will remain  unfulfilled by reason
of the actions or  omissions of  Midnight.  Except as otherwise  consented to by
REDOX in writing,  until the Release Time, Midnight will use its best efforts to
preserve the business  operations  of Midnight  intact,  to keep  available  the
services  of its  present  personnel,  to  preserve in full force and effect the
contracts,   agreements,   instruments,   leases,  licenses,  arrangements,  and
understandings  of  Midnight,  and to preserve  the good will of its  suppliers,
customers,  and others having  business  relations  with any of them.  Until the
Release  Time,  Midnight  will conduct its affairs in all  respects  only in the
ordinary course, other than in connection with the matters referenced herein.

                  (g) Until the Release Time,  Midnight will immediately  advise
REDOX in a detailed  written  notice of any material  fact or  occurrence or any
pending or  threatened  material  occurrence  of which it obtains  knowledge and
which (if  existing and known at the date of the  execution  of this  Agreement)
would have been  required  to be set forth or  disclosed  in or pursuant to this
Agreement or the Midnight Disclosure Letter, which (if existing and known at any
time prior to or at the Closing)  would make the  performance  by any party of a
covenant  contained  in  this  Agreement  impossible  or make  such  performance
materially  more difficult  than in the absence of such fact or  occurrence,  or
which (if existing and known at the time of the Closing) would cause a condition
to any party's obligations under this Agreement not to be fully satisfied.

                                      -32-
<PAGE>

                  (h) Midnight shall use its commercially  reasonable efforts to
insure that all confidential information which Midnight or any of its respective
officers,   directors,   employees,  counsel,  agents,  investment  bankers,  or
accountants  may now possess or may hereafter  create or obtain  relating to the
financial  condition,  results of operations,  businesses,  properties,  assets,
liabilities,  or  future  prospects  of REDOX,  any  affiliate  thereof,  or any
customer or supplier  thereof or of any such  affiliate  shall not be published,
disclosed,  or made  accessible  by any of them to any other person or entity at
any time or used by any of them except in the  ordinary  course of business  and
for the benefit of Midnight;  provided,  however,  that the restrictions of this
sentence  shall not apply (A) after this  Agreement  is  terminated  pursuant to
Article IV or V hereof or  otherwise,  (B) as may  otherwise be required by law,
(C) as may be necessary or  appropriate  in connection  with the  enforcement of
this Agreement, or (D) to the extent the information shall have otherwise become
publicly available.

                  (i) Before Midnight  releases any information  concerning this
Agreement or any of the  transactions  contemplated  by this Agreement  which is
intended for, or may result in, public  dissemination  thereof,  Midnight  shall
cooperate  with REDOX,  shall  furnish  drafts of all documents or proposed oral
statements  to REDOX for  comment,  and shall not release  any such  information
without the written  consent of REDOX,  which consent shall not be  unreasonably
withheld.  Nothing  contained  herein shall prevent  Midnight from releasing any
information if required to do so by law.

                  (j)  Midnight  shall  not make  any  agreement  or  reach  any
understanding  not approved in writing by REDOX as a condition for obtaining any
consent,  authorization,   approval,  order,  license,  certificate,  or  permit
required  for  the  consummation  of  the  transactions   contemplated  by  this
Agreement.

                  (k) Midnight  shall  furnish,  or cause to be  furnished,  for
inclusion  in the  periodic  and other  reports of REDOX on Forms  8-K,  10-QSB,
10-KSB, 14C, 14F-1, or otherwise (such periodic and other reports, together with
all financial statements,  exhibits, amendments, and supplements thereto, in the
form filed by REDOX with the SEC being hereinafter  referred to as the "PERIODIC
REPORTS"),  to be filed  pursuant to the  Exchange  Act in  connection  with the
transactions contemplated by this Agreement, or for inclusion in REDOX's filings
under state  "blue-sky,"  securities,  or take-over laws, such information about
Midnight or the Midnight Shareholders as may be required or as may be reasonably
requested by REDOX,  and shall continue to furnish or cause to be furnished such
information as is necessary to keep such information correct and complete in all
material respect until the Release Time.  Midnight  represents and warrants that
the information that it has furnished to date,  taken as a whole,  does not now,
and will not at any time  prior to the  Release  Time,  (i)  contain  an  untrue
statement of a material  fact or (ii) omit to state a material  fact required to
be stated  therein or  necessary  to make the  statements  therein  not false or
misleading.

                  (l) Midnight shall timely prepare and file any  declaration or
filing  necessary to comply with any transfer tax statutes that require any such
filing before the Closing.

                  (m) On or prior to the Closing Date, Midnight and the Midnight
Shareholders  shall deliver to REDOX the completed  Midnight  Disclosure Letter,
which letter shall be correct and complete in all material respects.

                                      -33-
<PAGE>

         SECTION  3.03  COVENANTS  OF THE  MIDNIGHT  SHAREHOLDERS.  The Midnight
Shareholders  covenant  and agree  that,  after the date  hereof and through the
Release Time,  unless REDOX will  otherwise  approve in writing,  which approval
will not be unreasonably withheld, as follows:

                  (a) The Midnight  Shareholders  will use best efforts to cause
Midnight to perform each covenant thereof set forth herein on a timely basis.

                  (b)  Until the  earlier  of the  Release  Time,  the  Midnight
Shareholders shall take no action the result of which shall be to cause Midnight
to make any amendment in the  certificate  of  incorporation  or by-laws (or, in
each case, the comparable  charter  documents,  if any,  under  applicable  law)
thereof.

                  (c) Before the Midnight  Shareholders  release any information
concerning  this  Agreement  or any of the  transactions  contemplated  by  this
Agreement which is intended for, or may result in, public dissemination thereof,
the Midnight  Shareholders  shall cooperate with REDOX,  shall furnish drafts of
all  documents or proposed oral  statements to REDOX for comment,  and shall not
release any such information without the written consent of REDOX, which consent
shall not be unreasonably  withheld.  Nothing contained herein shall prevent the
Midnight  Shareholders  from  releasing any  information if required to do so by
law.

                  (d) The Midnight  Shareholders  shall furnish,  or cause to be
furnished,  for  inclusion in the Periodic  Reports to be filed  pursuant to the
Exchange Act in connection with the transactions contemplated by this Agreement,
or for  inclusion in REDOX's  filings  under state  "blue-sky,"  securities,  or
take-over laws, such information about Midnight or the Midnight  Shareholders as
may be required or as may be reasonably  requested by REDOX,  and shall continue
to furnish or cause to be  furnished  such  information  as is necessary to keep
such information  correct and complete in all material respect until the Release
Time. The Midnight  Shareholders  represent and warrant that the  information in
writing that they have furnished to date regarding themselves, taken as a whole,
do not now, and will not at any time prior to the Release  Time,  (i) contain an
untrue  statement  of a  material  fact or (ii)  omit to state a  material  fact
required to be stated  therein or necessary to make the  statements  therein not
false or misleading.

                                   ARTICLE IV

                     CONDITIONS; ABANDONMENT AND TERMINATION

         SECTION  4.01 RIGHT OF REDOX TO  ABANDON.  REDOX's  Board of  Directors
shall  have the right to  abandon  or  terminate  this  Agreement  if any of the
following  conditions shall not be true or shall not have occurred,  as the case
may be, as of the specified date or dates:

                  (a) All  representations  and  warranties  of Midnight and the
Midnight  Shareholders  contained in this Agreement  shall be accurate when made
and,  in  addition,  shall be  accurate  as of the  Closing  Date as though such
representations  and  warranties  were then made in exactly the same language by
Midnight  or  the  Midnight  Shareholders,  as  applicable,  and  regardless  of
knowledge or lack  thereof on the part of Midnight or the Midnight  Shareholders
(as applicable)

                                      -34-
<PAGE>

or changes beyond its control; as of the Closing Date, Midnight and the Midnight
Shareholders shall have performed and complied with all covenants and agreements
and satisfied all conditions required to be performed and complied with by it at
or before the Closing Date,  respectively,  by this  Agreement;  and REDOX shall
have  received a  certificate  executed by the chief  executive  officer and the
chief financial officer of Midnight and the Midnight  Shareholders,  dated as of
the Closing Date, to that effect.

                  (b) REDOX shall have received at the Closing Date certificates
executed  by the chief  executive  officer  and the chief  financial  officer of
Midnight and by the Midnight  Shareholders  as of such dates, to the effect that
they  have  carefully  examined  the  Periodic  Reports,  and any  amendment  or
supplement  thereto,  and,  to the  best of their  knowledge,  (i)  neither  the
Periodic Reports, nor any amendment or supplement thereto (A) contains an untrue
statement of a material  fact or (B) omits to state a material  fact required to
be stated  therein or  necessary  to make the  statements  therein  not false or
misleading, provided in each case that such untrue statement or omission relates
to information  furnished by or on behalf of, or pertaining to,  Midnight or the
Midnight  security holder,  (ii) since the date hereof, no event with respect to
Midnight or the Midnight security holder has occurred which should have been set
forth in an amendment to any Periodic  Report,  or a supplement  to any Periodic
Report  which has not been set forth in such an  amendment  or  supplement,  and
(iii) any contract, agreement,  instrument, lease, or license regarding Midnight
required  to be filed as an exhibit to any  Periodic  Report has been filed with
the SEC as an exhibit  to or has been  incorporated  as an exhibit by  reference
into such Periodic Report.

                  (c)  Midnight  and  the  Midnight   Shareholders   shall  have
delivered  to REDOX  at or  prior  to the  Closing  Date  such  other  documents
(including certificates of officers of Midnight) as REDOX may reasonably request
in  order  to  enable  REDOX  to  determine  whether  the  conditions  to  their
obligations  under this  Agreement  have been met and otherwise to carry out the
provisions of this Agreement.

                  (d)  All  actions,  proceedings,  instruments,  and  documents
required by Midnight and the Midnight  Shareholders  to carry out this Agreement
or  incidental  thereto and all other  related legal matters shall be subject to
the  reasonable  approval of counsel to REDOX,  and  Midnight  and the  Midnight
Shareholders  shall have  furnished  such counsel such documents as such counsel
may have reasonably requested for the purpose of enabling them to pass upon such
matters.

                  (e) At the  Closing,  there  shall  not be  pending  any legal
proceeding  relating  to, or seeking to  prohibit  or  otherwise  challenge  the
consummation of, the transactions  contemplated by this Agreement,  or to obtain
substantial damages with respect thereto.

                  (f) There  shall not have been any action  taken,  or any law,
rule,  regulation,  order, judgment, or decree proposed,  promulgated,  enacted,
entered, enforced, or deemed applicable to the transactions contemplated by this
Agreement by any federal,  state,  local, or other governmental  authority or by
any court or other  tribunal,  including the entry of a preliminary or permanent
injunction, which, in the reasonable judgment of REDOX, (i) makes this Agreement
or any of the transactions  contemplated by this Agreement illegal, (ii) results
in a delay in the ability of Midnight or REDOX to  consummate  the  transactions
contemplated  by this  Agreement  beyond

                                      -35-
<PAGE>

December 31, 2005, (iii) requires the divestiture by REDOX of a material portion
of  the  business  of  either  REDOX  or  of  Midnight,  (iv)  imposes  material
limitations  on the  ability of REDOX  effectively  to  exercise  full rights of
ownership of shares of Midnight  including  the right to vote such shares on all
matters  properly  presented  to the  Midnight  Shareholders,  or (v)  otherwise
prohibits, restricts, or delays consummation of the transactions contemplated by
this Agreement or impairs the  contemplated  benefits to REDOX of this Agreement
or any of the other transactions contemplated by this Agreement.

                  (g) The parties to this  Agreement  shall have  obtained at or
prior to the Closing Date all  unconditional  written approval to this Agreement
and to the  execution,  delivery,  and  performance of this Agreement by each of
them of relevant  governmental  authorities  having  jurisdiction  over REDOX or
Midnight or the subject matter of this Agreement.

                  (h) The parties to this  Agreement  shall have  obtained at or
prior to the Closing Date all  consents  required  for the  consummation  of the
transactions  contemplated  by this Agreement from any unrelated  third party to
any  contract,   agreement,   instrument,   lease,  license,   arrangement,   or
understanding to which any of them is a party, or to which any of them or any of
their respective businesses, properties, or assets are subject.

                  (i) There shall not have been any material  adverse  change in
the  condition   (financial  or  otherwise),   operations,   business,   assets,
liabilities, earnings or prospects of Midnight since the date hereof.

                  (j) REDOX shall conduct a due diligence review of Midnight and
the  Midnight  Shareholders,  including,  without  limitation,  a review  of the
Midnight Disclosure Letter and the documents  referenced therein delivered prior
to the Closing Date,  and shall be reasonably  satisfied with the result of such
review.

         SECTION  4.02  RIGHT  OF  MIDNIGHT  AND THE  MIDNIGHT  SHAREHOLDERS  TO
ABANDON. By the election of the Midnight Shareholders, the Midnight Shareholders
or, otherwise,  Midnight's Board of Directors shall have the right to abandon or
terminate this Agreement if any of the following conditions shall not be true or
shall not have occurred, as the case may be, as of the specified date or dates:

                  (a) All  representations  and warranties of REDOX contained in
this Agreement  shall be accurate when made and, in addition,  shall be accurate
as of the Closing Date as though such  representations  and warranties were then
made in exactly the same  language by REDOX and  regardless of knowledge or lack
thereof on the part of REDOX or changes  beyond its  control;  as of the Closing
Date,  REDOX shall have performed and complied with all covenants and agreements
and satisfied all conditions  required to be performed and complied with by them
at or before  the  Closing  Date by this  Agreement;  and  Midnight  shall  have
received  certificates  executed  by the chief  executive  officer and the chief
financial officer of REDOX, dated the Closing Date, to that effect.

                  (b) Midnight shall have received at the Closing,  certificates
executed  by the chief  executive  officer  and the chief  financial  officer of
REDOX,  dated as of such dates, to the

                                      -36-
<PAGE>

effect that they have carefully examined the Periodic Reports, and any amendment
or  supplement  thereto,  and, to the best of their  knowledge,  (i) neither any
Periodic Report,  nor any amendment or supplement thereto (A) contains an untrue
statement of a material  fact or (B) omits to state a material  fact required to
be stated  therein or  necessary  to make the  statements  therein  not false or
misleading, provided in each case that such untrue statement or omission relates
to  information  furnished  by or on behalf of, or  pertaining  to, REDOX or any
REDOX security holder, (ii) since the date of the filing of any Periodic Report,
no event with respect to REDOX or any REDOX  security  holder has occurred which
should have been set forth in an  amendment  or a  supplement  to such  Periodic
Report which has not been set forth in such an amendment  or  supplement,  (iii)
any contract, agreement,  instrument, lease, or license regarding REDOX required
to be filed as an exhibit to any Periodic Report has been filed as an exhibit to
or has been  incorporated as an exhibit by reference into such Periodic  Report,
and (iv) to the effect of clause (k) of this Section 4.02.

                  (c) REDOX shall have  delivered  to Midnight  and the Midnight
Shareholders  at or  prior  to  the  Closing  such  other  documents  (including
certificates of officers of REDOX) as Midnight and the Midnight Shareholders may
reasonably request in order to enable Midnight and the Midnight  Shareholders to
determine  whether the  conditions to REDOX's  obligations  under this Agreement
have been met and otherwise to carry out the provisions of this Agreement.

                  (d)  All  actions,  proceedings,  instruments,  and  documents
required  by REDOX to carry out this  Agreement  or  incidental  thereto and all
other  related  legal  matters  shall be subject to the  reasonable  approval of
counsel  to  Midnight  and the  Midnight  Shareholders,  and  REDOX  shall  have
furnished  such  counsel  such  documents  as such  counsel may have  reasonably
requested for the purpose of enabling them to pass upon such matters.

                  (e) At the Closing Date,  there shall not be pending any legal
proceeding  relating  to, or seeking to  prohibit  or  otherwise  challenge  the
consummation of, the transactions  contemplated by this Agreement,  or to obtain
substantial damages with respect thereto.

                  (f) There  shall not have been any action  taken,  or any law,
rule,  regulation,  order, judgment, or decree proposed,  promulgated,  enacted,
entered, enforced, or deemed applicable to the transactions contemplated by this
Agreement by any federal,  state,  local, or other governmental  authority or by
any court or other  tribunal,  including the entry of a preliminary or permanent
injunction,  which,  in the  reasonable  judgment of  Midnight  or the  Midnight
Shareholders,  (i) makes this Agreement or any of the transactions  contemplated
by this  Agreement  illegal,  (ii) results in a delay in the ability of REDOX or
Midnight to consummate any of the  transactions  contemplated  by this Agreement
beyond December 31, 2005, or (iii)  otherwise  prohibits,  restricts,  or delays
consummation of the other transactions contemplated by this Agreement or impairs
the contemplated  benefits to the Midnight Shareholders of this Agreement or any
of the transactions contemplated by this Agreement.

                  (g) The parties to this  Agreement  shall have  obtained at or
prior to the Closing Date all  unconditional  written approval to this Agreement
and to the  execution,  delivery,  and  performance of this Agreement by each of
them of relevant  governmental  authorities  having  jurisdiction  over REDOX or
Midnight or the subject matter of this Agreement.

                                      -37-
<PAGE>

                  (h) At or prior to the Closing Date, REDOX shall have made all
filings,  and  taken  all  actions,  necessary  to  comply  with  all  reporting
requirements   under  federal  and  state  securities  laws  (including  without
limitation,  applicable  "blue-sky"  laws with  regard to the  issuance of REDOX
Common Stock as contemplated by this Agreement)  other than the filing of Form D
up to 15 days  following  the Closing.  Without  limiting the  generality of the
foregoing,  any  prescribed  periods within which a "blue sky" or securities law
administrator  may disallow REDOX's notice of reliance on an exemption from such
state's requirements, shall have elapsed at or prior to the Closing Date.

                  (i) The parties to this  Agreement  shall have  obtained at or
prior to the Closing Date all  consents  required  for the  consummation  of the
transactions  contemplated  by this Agreement from any unrelated  third party to
any  contract,   agreement,   instrument,   lease,  license,   arrangement,   or
understanding to which any of them is a party, or to which any of them or any of
their respective businesses, properties, or assets are subject.

                  (j) Midnight and the Midnight Shareholders shall conduct a due
diligence review of REDOX, including,  without limitation, a review of the REDOX
Disclosure  Letter and the documents  referenced  therein delivered prior to the
Closing  Date,  and same  shall be  satisfactory  in the  reasonable  opinion of
Midnight and the Midnight Shareholders.

                  (k) At the  Closing  Date,  except  as set  forth on the REDOX
Disclosure Letter, REDOX shall have no assets and no liabilities,  determined in
accordance with generally accepted accounting principles in effect in the United
States applied on a basis  consistent  with that of the financial  statements of
REDOX hereinabove referenced.

         SECTION 4.03  OPTIONAL  ABANDONMENT.  In addition to the  provisions of
Section  4.01 and Section  4.02 above,  the  transactions  contemplated  by this
Agreement   may  be   abandoned   or   terminated   at  or  before  the  Closing
notwithstanding  adoption and approval of this  Agreement  and the  transactions
contemplated hereby by the stockholders of the parties hereto:

                  (a) by mutual  agreement  of the Boards of  Directors of REDOX
and Midnight;

                  (b) at the option of REDOX's  Board of Directors or Midnight's
Board of  Directors,  if the Closing  Date shall not have  occurred on or before
December 31, 2005;

                  (c) at the  option of  REDOX's  Board of  Directors,  if facts
exist which render impossible  compliance with one or more of the conditions set
forth in Section 4.01 and such are not waived by REDOX; and

                  (d) at the option of  Midnight's  Board of Directors or by the
election of the Midnight  Shareholders  if facts exist which  render  impossible
compliance with one or more of the conditions set forth in Section 4.02 and such
are not waived by Midnight.

         SECTION 4.04 EFFECT OF ABANDONMENT. If the transactions contemplated by
this  Agreement  are abandoned or terminated as provided for in this Article IV,
except for Sections 3.01(e),  3.02(h), 4.01, 4.02 and 4.03, this Agreement shall
forthwith become wholly void and of no further force or effect without liability
on the part of either  party to this  Agreement  or on the part

                                      -38-
<PAGE>

of any officer, director, controlling person (if any), employee, counsel, agent,
or stockholder  thereof;  provided,  however,  that nothing in this Section 4.04
shall release REDOX or Midnight or any officer, director, controlling person (if
any),  employee,  counsel,  agent,  or stockholder  thereof from liability for a
willful failure to carry out its respective obligations under this Agreement.

                                    ARTICLE V

                                  MISCELLANEOUS

         SECTION 5.01 EXPENSES.  Whether or not the transactions contemplated in
this Agreement are  consummated,  all costs and expenses  incurred in connection
with this Agreement and the transactions  contemplated  hereby,  will be paid by
the party incurring such expense or as otherwise agreed to herein.

         SECTION  5.02  BROKERS  AND  FINDERS.   Each  of  the  parties   hereto
represents,  as to itself, that no agent,  broker,  investment banker or firm or
person is or will be  entitled  to any  broker's  or  finder's  fee or any other
commission  or  similar  fee  in  connection   with  any  of  the   transactions
contemplated by this  Agreement,  except as may be otherwise set forth herein or
by separate document.

         SECTION 5.03  NECESSARY  ACTIONS.  Subject to the terms and  conditions
herein provided, each of the parties hereto agrees to use all reasonable efforts
to take,  or cause to be taken,  all action and to do, or cause to be done,  all
things  necessary,  proper or advisable under applicable laws and regulations to
consummate and make effective the  transactions  contemplated by this Agreement.
In the event at any time after the Closing,  any further  action is necessary or
desirable  to carry out the  purposes of this  Agreement,  the proper  executive
officers  and/or  directors  of REDOX or  Midnight,  as the case may be,  or the
relevant  Midnight  Shareholders  or  Midnight  Shareholders  will take all such
necessary action.

         SECTION  5.04  EXTENSION  OF TIME;  WAIVERS.  At any time  prior to the
Closing Date:

         (a) REDOX may (i)  extend  the time for the  performance  of any of the
obligations or other acts of Midnight or any Midnight  Shareholders  or Midnight
Shareholders,  (ii) waive any inaccuracies in the representations and warranties
of Midnight or any Midnight Shareholders or Midnight Shareholders,  or contained
herein or in any document  delivered pursuant hereto by Midnight or any Midnight
Shareholders or Midnight  Shareholders,  and (iii) waive  compliance with any of
the agreements or conditions contained herein to be performed by Midnight or any
Midnight  Shareholders  or Midnight  Shareholders.  Any agreement on the part of
REDOX to any such  extension  or  waiver  will be valid  only if set forth in an
instrument, in writing, signed on behalf of REDOX.

         (b) Midnight and the Midnight  Shareholders  (by action of the Midnight
Shareholders),  may  (i)  extend  the  time  for the  performance  of any of the
obligations  or  other  acts  of  REDOX,  (ii)  waive  any  inaccuracies  in the
representations  and  warranties  of REDOX  contained  herein or in any

                                      -39-
<PAGE>

document  delivered pursuant hereto by REDOX and (iii) waive compliance with any
of the agreements or conditions  contained  herein to be performed by REDOX. Any
agreement  on the part of Midnight  and to any such  extension or waiver will be
valid  only if set  forth in an  instrument,  in  writing,  signed  on behalf of
Midnight.

         SECTION 5.05  NOTICES.  Any notice or other  communication  required or
permitted  to be given  hereunder  shall be in  writing  and  shall be mailed by
certified mail, return receipt requested or by the most nearly comparable method
if mailed  from or to a  location  outside  of the  United  States or by Federal
Express,  Express  Mail,  or similar  overnight  delivery or courier  service or
delivered  (in  person or by  telecopy,  telex,  or  similar  telecommunications
equipment)  against  receipt  to the  party  to  which  it is to be given at the
address of such party set forth in the introductory  paragraph to this Agreement
(or to such  other  address  as the party  shall  have  furnished  in writing in
accordance  with the  provisions of this Section 5.05. Any notice to REDOX or to
Midnight shall be addressed to the attention of the Corporate Secretary.  A copy
of any  and all  notices  to  Midnight  or any  Midnight  Shareholder  shall  be
delivered in accordance with this section to Reitler Brown & Rosenblatt LLC, 800
Third Avenue,  21st Floor,  New York, New York 10022,  Attention:  Robert Steven
Brown,  Esq.  A copy of any and all  notices  to  REDOX  shall be  delivered  in
accordance with this section to Sichenzia Ross Friedman Ference LLP, 1065 Avenue
of the Americas, New York, New York 10018,  Attention:  Gregory Sichenzia,  Esq.
Any notice or other communication given by certified mail (or by such comparable
method)  shall  be  deemed  given  at the  time  of  certification  thereof  (or
comparable  act),  except for a notice  changing a party's address which will be
deemed  given at the time of receipt  thereof.  Any notice  given by other means
permitted  by this  Section  5.05  shall be deemed  given at the time of receipt
thereof.

         SECTION  5.06  PARTIES IN INTEREST.  This  Agreement  will inure to the
benefit of and be binding upon the parties hereto and the respective  successors
and assigns.  Nothing in this  Agreement is intended to confer,  expressly or by
implication,  upon any other person any rights or remedies under or by reason of
this Agreement.

         SECTION 5.07 COUNTERPART. This Agreement may be executed in one or more
counterparts,  each of which will be deemed an original  and all  together  will
constitute one document. The delivery by facsimile of an executed counterpart of
this Agreement will be deemed to be an original and will have the full force and
effect of an original executed copy.

         SECTION 5.08  SEVERABILITY.  The  provisions of this  Agreement will be
deemed severable and the invalidity or  unenforceability of any provision hereof
will not affect the validity or  enforceability  of any of the other  provisions
hereof. If any provisions of this Agreement,  or the application  thereof to any
person or any circumstance, is illegal, invalid or unenforceable, (a) a suitable
and equitable  provision will be substituted  therefor in order to carry out, so
far as may be valid and  enforceable,  the intent and purpose of such invalid or
unenforceable  provision,  and  (b) the  remainder  of  this  Agreement  and the
application  of such  provision to other  persons or  circumstances  will not be
affected by such  invalidity or  unenforceability,  nor will such  invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

                                      -40-
<PAGE>

         SECTION 5.09  HEADINGS.  The Article and Section  headings are provided
herein for  convenience  of reference  only and do not constitute a part of this
Agreement  and  will not be  deemed  to limit  or  otherwise  affect  any of the
provisions hereof.

         SECTION 5.10  GOVERNING LAW.

         (a) This  Agreement  will be deemed  to be made in and in all  respects
will be interpreted, construed and governed by and in accordance with the law of
the State of New York, without regard to the conflict of law principles thereof.

         (b) EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY  SUBMITS
TO THE EXCLUSIVE  JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE
FEDERAL  COURTS  SITTING IN THE STATE OF NEW YORK IN ALL ACTIONS OR  PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS  AGREEMENT.  EACH OF THE PARTIES  AGREES THAT
ALL ACTIONS OR PROCEEDINGS  ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE
LITIGATED  EXCLUSIVELY  IN ANY SUCH  STATE OR, TO THE EXTENT  PERMITTED  BY LAW,
FEDERAL COURT THAT SITS IN THE COUNTY OF NEW YORK, AND  ACCORDINGLY,  EACH PARTY
IRREVOCABLY  WAIVES  ANY  OBJECTION  WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE
LAYING OF THE VENUE OF ANY SUCH ACTION OR  PROCEEDING  IN ANY SUCH  COURT.  EACH
PARTY FURTHER IRREVOCABLY  CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED
FOR NOTICES IN SECTION 5.05.  NOTHING IN THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT  WILL AFFECT THE RIGHT OF ANY PARTY TO THIS  AGREEMENT TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW.

         (c) EACH  PARTY  WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR RELATING TO THIS
AGREEMENT, OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT,  TORT OR ANY OTHER THEORY).  EACH OF THE PARTIES (1) CERTIFIES THAT NO
REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK
TO  ENFORCE  THE  FOREGOING  WAIVER AND (2)  ACKNOWLEDGES  THAT IT AND THE OTHER
PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS  AGREEMENT  BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10(c).

         SECTION 5.11 SURVIVAL OF  REPRESENTATIONS  AND  WARRANTIES.  All terms,
conditions, representations and warranties set forth in this Agreement or in any
instrument,  certificate,  opinion,  or other writing  providing for in it, will
survive the Closing and the  delivery of the shares of REDOX  Common Stock to be
issued  hereunder  at the  Closing  for a  period  of one  year  after  Closing,
regardless  of any  investigation  made by or on  behalf  of any of the  parties
hereto.

                                      -41-
<PAGE>

         SECTION 5.12  ASSIGNABILITY.  This  Agreement will not be assignable by
operation of law or otherwise and any attempted  assignment of this Agreement in
violation of this subsection will be void ab initio.

         SECTION 5.13 AMENDMENT. This Agreement may be amended with the approval
of the  Midnight  Shareholders  and the boards of directors of each of REDOX and
Midnight at any time. This Agreement may not be amended except by an instrument,
in writing, signed on behalf of each of the parties hereto.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]

                                      -42-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement  in a manner  legally  binding  upon them as of the date  first  above
written.





                                       REDOX TECHNOLOGY CORPORATION



                                       BY: /s/ IRA MILLER
                                           -------------------------------------
                                           NAME:  IRA MILLER
                                           TITLE: CHIEF EXECUTIVE OFFICER



                                       MIDNIGHT AUTO HOLDINGS, INC.



                                       BY: /s/ NICHOLAS COCCO
                                           -------------------------------------
                                           NAME:  NICHOLAS COCCO
                                           TITLE: CHIEF EXECUTIVE OFFICER













                             [SIGNATURE PAGE 1 OF 2]

                                      -43-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement  in a manner  legally  binding  upon them as of the date  first  above
written.

                                       MIDNIGHT SHAREHOLDERS:

                                       /s/ RICHARD KOHL
                                       -----------------------------------------
                                       RICHARD KOHL

                                       /s/ DENNIS SPENCER, JR.
                                       -----------------------------------------
                                       DENNIS SPENCER, JR.

                                       /s/ NORMA J.  KOHL
                                       -----------------------------------------
                                       NORMA J. KOHL

                                       /s/ TOM OPALEWSKI
                                       -----------------------------------------
                                       TOM OPALEWSKI

                                       /s/ BOB STANGLEWICZ
                                       -----------------------------------------
                                       BOB STANGLEWICZ

                                       RIVER STAR LLC

                                       BY: /s/ TERRY L. COCCO
                                           -------------------------------------
                                           NAME:  TERRY L. COCCO
                                           TITLE: MANAGER/ MEMBER

                                       /s/ CHRISTIAN COTTAM
                                       -----------------------------------------
                                       CHRISTIAN COTTAM

                                       /s/ TIMOTHY ANDERSON
                                       -----------------------------------------
                                       TIMOTHY ANDERSON

                                       /s/ ARTHUR VEENSTRA
                                       -----------------------------------------
                                       ARTHUR VEENSTRA

                                       /s/ NICHOLAS COCCO
                                       -----------------------------------------
                                       NICHOLAS A. COCCO

                                       /s/ RONALD EDWARDS
                                       -----------------------------------------
                                       RONALD EDWARDS


                             [SIGNATURE PAGE 2 OF 2]

                                      -44-
<PAGE>

                                   SCHEDULE A

<TABLE>
<CAPTION>
---------------------- ---------------------------- -------------------------------------
Name                    Number of Shares of Common   Number of shares of Common Stock of
                          Stock of Midnight Auto       Redox to be issued to Midnight
                        Holdings, Inc. Pre-Closing              Shareholders
---------------------- ---------------------------- -------------------------------------
<S>                               <C>                            <C>
Richard Kohl                       540                           89,397,270
---------------------- ---------------------------- -------------------------------------
Dennis Spencer                     540                           89,397,270
---------------------- ---------------------------- -------------------------------------
Norma J. Kohl                      393                           65,061,347
---------------------- ---------------------------- -------------------------------------
Tom Opalewski                       16                            2,648,808
---------------------- ---------------------------- -------------------------------------
Bob Stanglewicz                     91                           15,065,096
---------------------- ---------------------------- -------------------------------------
River Star, LLC                    500                           82,775,250
---------------------- ---------------------------- -------------------------------------
Christian Cottam                    60                            9,933,030
---------------------- ---------------------------- -------------------------------------
Timothy Anderson                    20                            3,311,010
---------------------- ---------------------------- -------------------------------------
Arthur Veenstra                     20                            3,311,010
---------------------- ---------------------------- -------------------------------------
Nicholas A. Cocco                   40                            6,622,020
---------------------- ---------------------------- -------------------------------------
Ronald Edwards                      40                            6,622,020
---------------------- ---------------------------- -------------------------------------
TOTAL:                            2,260                          374,144,130
---------------------- ---------------------------- -------------------------------------
</TABLE>

                                      -45-
<PAGE>

                                   SCHEDULE B

            ISSUED AND OUTSTANDING CAPITALIZATION TABLE POST-CLOSING

<TABLE>
<CAPTION>
------------------------------------- --------------------------------- -----------------------------------------
Name                                     Number of Shares of Common       Number of Shares of Common Stock After
                                       Stock Immediately after Closing   Increase in Number of Shares Authorized
------------------------------------- --------------------------------- -----------------------------------------
<S>                                             <C>                                    <C>
Shareholders of REDOX prior to                   84,593,370                             84,593,370
Closing
------------------------------------- --------------------------------- -----------------------------------------
Issuance of Common Stock to former               8,962,500                               8,962,500
Directors
------------------------------------- --------------------------------- -----------------------------------------
Richard Kohl                                     61,274,261                             89,397,270
------------------------------------- --------------------------------- -----------------------------------------
Dennis Spencer                                   61,274,261                             89,397,270
------------------------------------- --------------------------------- -----------------------------------------
Norma J. Kohl                                    44,594,046                             65,061,347
------------------------------------- --------------------------------- -----------------------------------------
Tom Opalewski                                    1,815,534                               2,648,808
------------------------------------- --------------------------------- -----------------------------------------
Bob Stanglewicz                                  10,325,848                             15,065,096
------------------------------------- --------------------------------- -----------------------------------------
River Star, LLC                                  56,735,427                             82,775,250
------------------------------------- --------------------------------- -----------------------------------------
Christian Cottam                                 6,808,251                               9,933,030
------------------------------------- --------------------------------- -----------------------------------------
Timothy Anderson                                 2,269,417                               3,311,010
------------------------------------- --------------------------------- -----------------------------------------
Arthur Veenstra                                  2,269,417                               3,311,010
------------------------------------- --------------------------------- -----------------------------------------
Nicholas A. Cocco                                4,538,834                               6,622,020
------------------------------------- --------------------------------- -----------------------------------------
Ronald Edwards                                   4,538,834                               6,622,020
------------------------------------- --------------------------------- -----------------------------------------
Total:                                          350,000,000                            467,700,000
------------------------------------- --------------------------------- -----------------------------------------
</TABLE>

                                   SCHEDULE C

<TABLE>
<CAPTION>
--------------------------------------------------- ---------------------------------------------------------
                       NAME                         NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
                                                                           OF WARRANT
--------------------------------------------------- ---------------------------------------------------------
<S>                                                                         <C>
The Scott Group                                                             125,000
--------------------------------------------------- ---------------------------------------------------------
Ocean Avenue Advisors                                                       125,000
--------------------------------------------------- ---------------------------------------------------------
Riverstar, LLC                                                              100,000
--------------------------------------------------- ---------------------------------------------------------
Total:                                                                      350,000
--------------------------------------------------- ---------------------------------------------------------
</TABLE>

                                      -46-