AGREEMENT
      AND PLAN OF MERGER

    


    among

    


    Omni
      U.S.A., Inc.,

    Omni
      Merger Sub, Inc.,

    Edward
      Daniel

    Jeffrey
      Daniel

    and

    Brendan
      Technologies, Inc.

    


    


    


    


    Dated
      as
      of December 29, 2005

    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    AGREEMENT
      AND PLAN OF MERGER, dated as of December 29, 2005 (the “Agreement”), among
      Omni U.S.A., Inc., a Nevada corporation (“Omni”), Omni Merger Sub, Inc., a
      Michigan corporation and wholly owned subsidiary of Omni (“Merger Sub”), and
      Jeffrey Daniel and Edward Daniel, on the one hand, and Brendan Technologies,
      Inc., a Michigan corporation (the “Company”), on the other hand. Omni, Merger
      Sub, and the Company are collectively referred to herein as the “Parties.” Omni,
      Jeffrey Daniel, Edward Daniel and Merger Sub are sometimes referred to herein
      collectively as the “Omni Parties.” 

    


    RECITALS:

    


    WHEREAS,
      the respective boards of directors of each of Omni, Merger Sub and the Company
      have approved the merger of Merger Sub with and into the Company (the “Merger”)
      upon the terms and subject to the conditions set forth in this
      Agreement;

    


    WHEREAS,
      the Merger was approved by a majority of the Company’s Shareholders at a meeting
      duly noticed and held on February 12, 2004.

    


    WHEREAS,
      it is intended that, for federal income tax purposes, the Merger shall qualify
      as a reorganization under the provisions of Section 368(a) of the Internal
      Revenue Code of 1986, as amended, and the rules and regulations promulgated
      thereunder (the “Code”); and

    


    WHEREAS,
      the Company, Omni and Merger Sub desire to make certain representations,
      warranties, covenants and agreements in connection with this
      Agreement.

    


    NOW,
      THEREFORE, in consideration of the premises and mutual promises herein made,
      and
      in consideration of the representations, warranties, covenants and agreements
      herein contained, and intending to be legally bound hereby, the Parties agree
      as
      follows: 

    


    ARTICLE
      I

    DEFINITIONS

     

    1.1 Certain
      Definitions.
      The
      following terms shall, when used in this Agreement, have the following
      meanings:

    


    “Acquisition”
      means the acquisition by a Person of any businesses, assets or property other
      than in the ordinary course, whether by way of the purchase of assets or stock,
      by merger, consolidation or otherwise.

    


    “Affiliate”
      means, with respect to any Person: (i) any Person directly or indirectly owning,
      controlling, or holding with power to vote 10% or more of the outstanding voting
      securities of such other Person (other than passive or institutional investors);
      (ii) any Person 10% or more of whose outstanding voting securities are directly
      or indirectly owned, controlled, or held with power to vote, by such other
      Person; (iii) any Person directly or indirectly controlling, controlled by,
      or
      under common control with such other Person; and (iv) any officer, director
      or
      partner of such other Person. “Control” for the foregoing purposes shall mean
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of a Person, whether through the
      ownership of voting securities or voting interests, by contract or
      otherwise.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Assets”
      of any Party mean all properties, assets, privileges, powers, rights, interests
      and claims of every type and description that are owned, leased, held, used
      or
      useful in the Business of such Party and in which such Party has any right,
      title or interest or in which such Party acquires any right, title or interest
      on or before the Closing Date, wherever located, whether known or unknown,
      and
      whether or not now or on the Closing Date on the books and records of such
      Party, but excluding any of the foregoing, if any, transferred prior to the
      Closing pursuant to this Agreement or any Collateral Documents.

    


    “Business”
      of any Party means the business of such Party as then being
      conducted.

    


    “Business
      Day” means any day other than Saturday, Sunday or a day on which banking
      institutions in Los Angeles, California, are required or authorized to be
      closed.

    


    “Code”
      means the United States Internal Revenue Code of 1986, as amended.

    


    “Collateral
      Documents” mean the Exhibits and any other documents, instruments and
      certificates to be executed and delivered by the Parties hereunder or
      thereunder.

    


    “Commission”
      means the Securities and Exchange Commission or any Regulatory Authority that
      succeeds to its functions.

    


    “Company
      Common Stock” means the common shares of the Company.

    


    “Company
      Shareholders” means, as of any particular date, the holders of Company Common
      Stock on that date.

    


    “Encumbrance”
      means any material mortgage, pledge, lien, encumbrance, charge, security
      interest, security agreement, conditional sale or other title retention
      agreement, limitation, option, assessment, restrictive agreement, restriction,
      adverse interest, restriction on transfer or exception to or material defect
      in
      title or other ownership interest (including restrictive covenants, leases
      and
      licenses).

    


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

    


    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations thereunder.

    


    “GAAP”
      means United States generally accepted accounting principles as in effect from
      time to time.

    


    “Legal
      Requirement” means any statute, ordinance, law, rule, regulation, code,
      injunction, judgment, order, decree, ruling, or other requirement enacted,
      adopted or applied by any Regulatory Authority, including judicial decisions
      applying common law or interpreting any other Legal Requirement.

    


    “Losses”
      shall mean all damages, awards, judgments, assessments, fines, sanctions,
      penalties, charges, costs, expenses, payments, diminutions in value and other
      losses, however suffered or characterized, all interest thereon, all costs
      and
      expenses of investigating any claim, lawsuit or arbitration and any appeal
      therefrom, all actual attorneys’, accountants’ investment bankers’ and expert
      witness’ fees incurred in connection therewith, whether or not such claim,
      lawsuit or arbitration is ultimately defeated and, subject to Section 10.4,
      all
      amounts paid incident to any compromise or settlement of any such claim, lawsuit
      or arbitration.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “Liability”
      means any liability or obligation (whether known or unknown, whether asserted
      or
      unasserted, whether absolute or contingent, whether accrued or unaccrued,
      whether liquidated or unliquidated, and whether due or to become due), including
      any liability for Taxes.

    


    “Material
      Adverse Effect” means a material adverse effect on (i) the assets, Liabilities,
      properties or business of the Parties, (ii) the validity, binding effect or
      enforceability of this Agreement or the Collateral Documents or (iii) the
      ability of any Party to perform its obligations under this Agreement and the
      Collateral Documents; provided, however, that none of the following shall
      constitute a Material Adverse Effect on the Company: (a) occurrences due to
      a
      disruption of a Party’s business as a result of the announcement of the
      execution of this Agreement or changes caused by the taking of action required
      by this Agreement, (b) general economic conditions, or (c) any changes generally
      affecting the industries in which a Party operates.

    


    “Merger
      Shares” means the shares of Omni Common Stock deliverable by Omni for Company
      Common Stock pursuant to Section 2.5.

    


    “Omni
      Common Stock” means the common shares of Omni.

    


    “Omni
      Securities Filings” means Omni’s Annual Report on Form 10-KSB and its
      quarterly reports on Form 10-QSB, and all other reports filed and to be
      filed with the Commission prior to the Effective Time.

    


    “Permit”
      means any license, permit, consent, approval, registration, authorization,
      qualification or similar right granted by a Regulatory Authority.

    


    “Permitted
      Liens” means (i) liens for Taxes not yet due and payable or being contested in
      good faith by appropriate proceedings; (ii) rights reserved to any Regulatory
      Authority to regulate the affected property; (iii) statutory liens of banks
      and
      rights of set off; (iv) as to leased assets, interests of the lessors and
      sublessors thereof and liens affecting the interests of the lessors and
      sublessors thereof; (v) inchoate materialmen’s, mechanics’, workmen’s,
      repairmen’s or other like liens arising in the ordinary course of business; (vi)
      liens incurred or deposits made in the ordinary course in connection with
      workers’ compensation and other types of social security; (vii) licenses of
      trademarks or other intellectual property rights granted by the Company or
      Omni,
      as the case may be, in the ordinary course and not interfering in any material
      respect with the ordinary course of the business of the Company or Omni, as
      the
      case may be; and (viii) as to real property, any encumbrance, adverse interest,
      constructive or other trust, claim, attachment, exception to or defect in title
      or other ownership interest (including, but not limited to, reservations, rights
      of entry, rights of first refusal, possibilities of reverter, encroachments,
      easement, rights of way, restrictive covenants, leases, and licenses) of any
      kind, which otherwise constitutes an interest in or claim against property,
      whether arising pursuant to any Legal Requirement, under any contract or
      otherwise, that do not, individually or in the aggregate, materially and
      adversely affect or impair the value or use thereof as it is currently being
      used in the ordinary course.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    “Person”
      means any natural person, corporation, partnership, trust, unincorporated
      organization, association, limited liability company, Regulatory Authority
      or
      other entity.

    


    “Proposed
      Acquisition” means any of the following transactions (other than the
      transactions contemplated by this Agreement): (i) a merger, consolidation,
      business combination, recapitalization, liquidation, dissolution or similar
      transaction involving the Company pursuant to which the shareholders of the
      Company immediately preceding such transaction hold less than 50% of the
      aggregate equity interests in the surviving or resulting entity of such
      transaction, (ii) a sale or other disposition by the Company of assets
      representing in excess of 50% of the aggregate fair market value of the Company
      Business immediately prior to such sale or (iii) the acquisition by any person
      or group (including by way of a tender offer or an exchange offer or issuance
      by
      the Company), directly or indirectly, of beneficial ownership or a right to
      acquire beneficial ownership of shares representing in excess of 50% of the
      voting power of the then outstanding shares of capital stock of the
      Company.

    


    “Regulatory
      Authority” means: (i) the United States of America; (ii) any state,
      commonwealth, territory or possession of the United States of America and any
      political subdivision thereof (including counties, municipalities and the like);
      (iii) Canada and any other foreign (as to the United States of America)
      sovereign entity and any political subdivision thereof; or (iv) any agency,
      authority or instrumentality of any of the foregoing, including any court,
      tribunal, department, bureau, commission or board.

    


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

    


    “Securities
      Act” means the Securities Act of 1933, as amended, and the rules and regulations
      thereunder.

    


    “Subsidiary”
      of a specified Person means (a) any Person if securities having ordinary voting
      power (at the time in question and without regard to the happening of any
      contingency) to elect a majority of the directors, trustees, managers or other
      governing body of such Person are held or controlled by the specified Person
      or
      a Subsidiary of the specified Person; (b) any Person in which the specified
      Person and its subsidiaries collectively hold a 50% or greater equity interest;
      (c) any partnership or similar organization in which the specified Person or
      subsidiary of the specified Person is a general partner; or (d) any Person
      the
      management of which is directly or indirectly controlled by the specified Person
      and its Subsidiaries through the exercise of voting power, by contract or
      otherwise.

    


    “Tax”
      means any U.S. or non U.S. federal, state, provincial, local or foreign income,
      gross receipts, license, payroll, employment, excise, severance, stamp,
      occupation, premium, windfall profits, environmental, customs duties, capital,
      franchise, profits, withholding, social security (or similar), unemployment,
      disability, real property, personal property, intangible property, recording,
      occupancy, sales, use, transfer, registration, value added minimum, estimated
      or
      other tax of any kind whatsoever, including any interest, additions to tax,
      penalties, fees, deficiencies, assessments, additions or other charges of any
      nature with respect thereto, whether disputed or not.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

    


    “Treasury
      Regulations” means regulations promulgated by the U.S. Treasury Department under
      the Code.

    1.2 Other
      Definitions.
      The
      following terms shall, when used in this Agreement, have the meanings assigned
      to such terms in the Sections indicated.


    
      	Term	Section
	 	 
	
              “Agreement”

            	
              Preamble

            
	
              “BCA”

            	
              2.1

            
	
              “Certificate
                of Merger”

            	
              2.5

            
	
              “Closing”.

            	
              2.12

            
	
              “Closing
                Date”

            	
              2.12

            
	
              “Company
                Certificates”

            	
              2.72.7(a)

            
	
              “Company
                Financial Statements”

            	
              3.8

            
	
              “Company
                2004 Financial Statements”

            	
              3.8

            
	
              “Company
                Intellectual Property Rights”

            	
              3.6

            
	
              “Company
                Option”

            	
              2.6(b)

            
	
              “Dissenting
                Shares”

            	
              2.9

            
	
              “Effective
                Time”

            	
              2.5

            
	
              “Excluded
                Shares”

            	
              2.6(a)

            
	
              “Indemnifying
                Party”

            	
              9.3

            
	
              “Merger”

            	
              2.1

            
	
              “Options”

            	
              3.2(b)

            
	
              “Omni
                Parties”

            	
              Preamble

            
	
              “Omni
                Warrants”

            	
              2.6(a)(iii)

            
	
              “Omni
                Subsidaries”

            	 
	
              “Parties”

            	
              Preamble

            
	
              “Post
                Closing Financing”

            	
              2.6(a)

            
	
              “Preferred
                Shares”

            	
              2.6(a)(ii)

            
	
              “Surviving
                Corporation”

            	
              2.1

            


    

    


    ARTICLE
      II

    THE
      MERGER

     

    2.1 Merger;
      Surviving Corporation.
      In
      accordance with and subject to the provisions of this Agreement and the Michigan
      Business Corporation Act (“BCA”), at the Effective Time, the Merger Sub shall be
      merged with and into the Company (the “Merger”), and the Company shall be the
      surviving corporation in the Merger (hereinafter sometimes called the “Surviving
      Corporation”) and shall continue its corporate existence under the laws of the
      State of Michigan. At the Effective Time, the separate existence of the Merger
      Sub shall cease. All properties, franchises and rights belonging to the Company
      and Merger Sub, by virtue of the Merger and without further act or deed, shall
      be vested in the Surviving Corporation, which shall thenceforth be responsible
      for all the liabilities and obligations of each of Merger Sub and the
      Company.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    2.2 Articles
      of Incorporation.
      The
      Company’s articles of incorporation, as in effect at the Effective Time, shall
      continue in full force and effect as the articles of incorporation of the
      Surviving Corporation until altered or amended as provided therein or by
      law.

     

    2.3 ByLaws.
      The
      Company’s bylaws, as in effect at the Effective Time, shall be the bylaws of the
      Surviving Corporation until altered, amended or repealed as provided therein
      or
      bylaw.

     

    2.4 Effective
      Time.
      The
      Merger shall become effective at the time and date that the certificate of
      merger of each of the Merger Sub and the Company (the “Certificate of Merger”),
      in form and substance acceptable to the Parties, is accepted for filing by
      the
      Secretary of State of the State of Michigan in accordance with the provisions
      of
      the BCA. The Certificate of Merger shall be executed by the Merger Sub and
      the
      Company and delivered to the Secretary of State of the State of Michigan for
      filing on the Closing Date. The date and time when the Merger becomes effective
      are referred to herein as the “Effective Time.”

     

    2.5 Merger
      Shares; Conversion and Cancellation of Securities. 

    


    (a) Conversion
      of Company Common Stock.
      At the
      Effective Time, each share of Company Common Stock outstanding immediately
      before the Effective Time, other than shares described in Section 2.6(e) and
      the
      Dissenting Shares (as defined in Section 2.8 below), (collectively, the
“Excluded Shares”), shall be converted, by virtue of the Merger, into four
      shares of Omni Common Stock.

    


    (b) Debt
      Conversion.
      At the
      Effective Time, the principal amount and accrued interest through
      November 30, 2005 of each of the outstanding Senior Notes and Bridge Notes
      (the “Notes”) from holders who have elected to so convert their notes shall be
      converted into shares of Omni Common Stock. In the event that any holder of
      a
      Note does not elect to so convert, (a) no shares of Omni Common Stock shall
      be
      issued to such holder, and (b) such Notes shall remain the obligation of
      the Company until such Notes are repaid or converted. The conversion rate of
      the
      Notes is 1.64 shares for each $1.00 of Note obligation (principal and accrued
      interest) (the “Debt Conversion”).

    


    (c) Additional
      Shares.
      At the
      Effective Time, Omni shall issue an additional 900,000 shares to the designees
      of the Company as set forth on schedule 2.5.

    


    (d) Conversion.
      The
      allocation of the shares of Omni Common Stock to be issued pursuant to
      subparagraphs (a), (b) and (c) above (the “Merger Shares”) among the
      Company Shareholders excluding the holders of Excluded Shares and holders who
      have not elected to convert their Notes shall be subject to the
      following:

    


    (i) The
      allocation of the Merger Shares is set forth on Schedule 2.5;

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (ii) It
      is
      assumed that, as of the Effective Date, Omni will have 1,227,079 shares of
      common stock outstanding on a fully diluted basis.

    


    At
      the
      Effective Time, all Company Shares shall no longer be outstanding and shall
      be
      cancelled and retired and shall cease to exist, and each certificate formerly
      representing any Company Common Stock (other than Excluded Shares) shall
      thereafter represent only the right to the Merger Shares.

    


    (e) Shares
      Not to be Delivered.
      Notwithstanding anything herein to the contrary, Omni shall not issue or
      withhold delivery of Merger Shares to any Company Shareholder (as instructed
      by
      the Company) in the case where the Company has advised Omni that it has a good
      faith claim that such Company Shareholder is not entitled to such Merger
      Shares.

    


    (f) Stock
      Options/Warrants.
      At the
      Effective Time, each outstanding option and warrant to purchase Company Common
      Stock (a “Company Option”), whether vested or unvested, shall be deemed to
      constitute an option to acquire, on the same terms and conditions as were
      applicable under such Company Option, the same number of shares of Omni Common
      Stock as the holder of such Company Option would have been entitled to receive
      pursuant to the Merger had such holder exercised such option in full immediately
      prior to the Effective Time (rounded up to the nearest whole number) (the
“Option Shares”), at a price per share (rounded up to the nearest whole cent)
      equal to (i) the aggregate exercise price for the Company Common Stock otherwise
      purchasable pursuant to such Company Option divided by (ii) the number of full
      shares of Omni Common Stock deemed purchasable pursuant to such Company Option
      in accordance with the foregoing. The warrants and options together with the
      Option Shares are set forth on Schedule 2.5.

    


    (g) Treasury
      Shares, Etc.
      Each
      share of Company Common Stock held in the treasury of the Company and (each
      share of Company Common Stock, if any, held by Omni or any Subsidiary of Omni
      or
      of the Company immediately before the Effective Time) shall be cancelled and
      extinguished, and nothing shall be issued or paid in respect
      thereof.

    


    (h) Fractional
      Shares.
      No
      certificates or scrip evidencing fractional shares of Omni Preferred Stock
      shall
      be issued in exchange for Company Common Stock. All fractional share amounts
      shall be rounded up to the nearest whole share.

     

    2.6 Delivery
      of Certificates. 

    


    (a) Delivery
      Procedures.
      As soon
      as practicable after the Effective Time, Omni shall deliver to the party
      entitled thereto certificates evidencing the Merger Shares. From and after
      the
      Effective Time, for all corporate purposes, subject to Section 2.9, the
      outstanding Company Certificates shall be deemed to evidence the ownership
      of
      the number of full shares of Omni Common Stock into which such shares of the
      Company Common Stock shall have been so converted.

    


    (b) Intentionally
      deleted.

    


    (c) Intentionally
      deleted

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (d) Required
      Withholding.
      In
      connection with any payment to any holder or former holder of the Company Common
      Stock or Notes, Omni and the Surviving Corporation shall be entitled to deduct
      and withhold from any consideration payable or otherwise deliverable pursuant
      to
      this Agreement to any holder or former holder of the Company Common Stock or
      Notes such amounts as may be required to be deducted or withheld therefrom
      under
      the Code or under any provision of state, local or foreign tax law or under
      any
      other applicable laws. To the extent such amounts are so deducted or withheld,
      such amounts shall be treated for all purposes under this Agreement as having
      been paid to the person to whom such amounts would otherwise have been
      paid.

     

    2.7 Stock
      Transfer Books.
      At the
      Effective Time, the stock transfer books of the Company shall be closed, and
      there shall be no further registration of transfers of shares of Company Common
      Stock thereafter on the records of the Company.

     

    2.8 Dissenting
      Shares.
      Shares
      of Company Common Stock which are issued and outstanding immediately prior
      to
      the Effective Time and which are held by persons who have properly exercised,
      and not withdrawn or waived, appraisal rights with respect thereto in accordance
      with the BCA (the “Dissenting Shares”), will not be converted into the right to
      receive the Merger Shares, and holders of such shares of Company Common Stock
      will be entitled, in lieu thereof, to receive payment of the appraised value
      of
      such shares of Company Common Stock in accordance with the provisions of the
      BCA
      unless and until such holders fail to perfect or effectively withdraw or lose
      their rights to appraisal and payment under the BCA. If, after the Effective
      Time, any such holder fails to perfect or effectively withdraws or loses such
      right, such shares of Company Common Stock will thereupon be treated as if
      they
      had been converted at the Effective Time into the right to receive the Merger
      Shares, without any interest thereon. The Company will give Omni prompt notice
      of any demands received by the Company for appraisal of shares of Company Common
      Stock. Prior to the Effective Time, the Company will not, except with the prior
      written consent of Omni make any payment with respect to, or settle or offer
      to
      settle, any such demands.

     

    2.9 Restriction
      on Transfer.
      The
      Merger Shares may not be sold, transferred, or otherwise disposed of without
      registration under the Act or an exemption there from, and that in the absence
      of an effective registration statement covering the Merger Shares or any
      available exemption from registration under the Act, the Merger Shares must
      be
      held indefinitely. The Company Shareholders are aware that the Merger Shares
      may
      not be sold pursuant to Rule 144 promulgated under the Act unless all of the
      conditions of that Rule are met. Among the conditions for use of Rule 144 may
      be
      the availability of current information to the public about Omni.

     

    2.10 Restrictive
      Legend.
      All
      certificates representing the Merger Shares shall contain the following
      legend:

    


    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE, ARE SUBJECT TO THE TERMS OF AN
      AGREEMENT AND PLAN OF MERGER, DATED AS OF DECEMBER ___, 2005, AMONG OMNI
      U.S.A., INC., OMNI MERGER SUB, INC. AND BRENDAN TECHNOLOGIES, INC., A COPY
      OF
      WHICH IS ON FILE IN THE PRINCIPAL OFFICE OF THE ISSUER. FURTHER, THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
      DISPOSED OF WITHOUT REGISTRATION UNDER THE ACT OR AN EXEMPTION
      THEREFROM.”

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    2.11 Closing.
      The
      closing of the transactions contemplated by this Agreement and the Collateral
      Documents (the “Closing”) shall take place at the offices of Troy & Gould
      P.C., 16th
      Floor,
      Los Angeles, California 90067, or at such other location as the parties may
      agree at 11:00 a.m., Pacific Time on the agreed date, which, shall be within
      forty five (45) days of the signing hereof (the “Closing Date”). The Closing
      shall be deemed to occur concurrently with the execution of this
      Agreement.

    


    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    The
      Company represents and warrants to Omni that the statements contained in this
      ARTICLE III are correct and complete as of the date of this Agreement and,
      except as provided in Section 7.1, will be correct and complete as of the
      Closing Date (as though made then and as though the Closing Date were
      substituted for the date of this Agreement throughout this ARTICLE III, except
      in the case of representations and warranties stated to be made as of the date
      of this Agreement or as of another date and except for changes contemplated
      or
      permitted by this Agreement).

     

    3.1 Organization
      and Qualification.
      The
      Company and each of its Subsidiaries, collectively referred to herein as the
      Company, is a corporation duly organized, validly existing and in good standing
      under the laws of its respective jurisdiction of organization. The Company
      has
      all requisite power and authority to own, lease and use its assets as they
      are
      currently owned, leased and used and to conduct its business as it is currently
      conducted. The Company is duly qualified or licensed to do business in and
      is in
      good standing in each jurisdiction in which the character of the properties
      owned, leased or used by it or the nature of the activities conducted by it
      make
      such qualification necessary, except any such jurisdiction where the failure
      to
      be so qualified or licensed would not have a Material Adverse Effect on the
      Company or a material adverse effect on the validity, binding effect or
      enforceability of this Agreement or the Collateral Documents or the ability
      of
      the Company to perform its obligations under this Agreement or any of the
      Collateral Documents.

     

    3.2 Capitalization. 

    


    (a) The
      authorized, issued and outstanding capital stock and other ownership interests
      of the Company consists of 10,000,000 shares of common stock, of which 4,754,709
      shares were outstanding as of the date hereof.

    


    (b) Schedule 2.5
      lists all outstanding or authorized options, warrants, purchase rights,
      preemptive rights or other contracts or commitments that could require the
      Company to issue, sell, or otherwise cause to become outstanding any of its
      capital stock or other ownership interests. 

    


    
      
        
        

      

      
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    (c) All
      of
      the issued and outstanding shares of Company Common Stock have been duly
      authorized and are validly issued and outstanding, fully paid and nonassessable
      and have been issued in compliance with applicable securities laws and other
      applicable Legal Requirements or transfer restrictions under applicable
      securities laws.

     

    3.3 Authority
      and Validity.
      The
      Company has all requisite corporate power to execute and deliver, to perform
      its
      obligations under, and to consummate the transactions contemplated by, this
      Agreement. The execution and delivery by the Company of, the performance by
      the
      Company of its obligations under, and the consummation by the Company of the
      transactions contemplated by, this Agreement have been duly authorized by all
      requisite action of the Company. This Agreement has been duly executed and
      delivered by the Company and (assuming due execution and delivery by the Omni
      Parties is the legal, valid, and binding obligation of the Company, enforceable
      against it in accordance with its terms, except that such enforcement may be
      subject to (i) bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting or relating to enforcement of creditors’ rights generally
      and (ii) general equitable principles. Upon the execution and delivery of the
      Collateral Documents by each Person (other than the Omni Parties) that is
      required by this Agreement to execute, or that does execute, this Agreement
      or
      any of the Collateral Documents, and assuming due execution and delivery thereof
      by the Omni Parties, the Collateral Documents will be the legal, valid and
      binding obligations of the Company, enforceable against the Company in
      accordance with their respective terms, except that such enforcement may be
      subject to (i) bankruptcy, insolvency, reorganization, moratorium or other
      similar laws affecting or relating to enforcement of creditors’ rights generally
      and (ii) general equitable principles.

     

    3.4 No
      Breach or Violation.
      Subject
      to obtaining the consents, approvals, authorizations, and orders of and making
      the registrations or filings with or giving notices to Regulatory Authorities
      and Persons identified herein, the execution, delivery and performance by the
      Company of this Agreement and the Collateral Documents to which it is a party,
      and the consummation of the transactions contemplated hereby and thereby in
      accordance with the terms and conditions hereof and thereof, do not and will
      not
      conflict with, constitute a violation or breach of, constitute a default or
      give
      rise to any right of termination or acceleration of any right or obligation
      of
      the Company under, or result in the creation or imposition of any Encumbrance
      upon the Company, the Company Assets, the Company Business or the Company Common
      Stock by reason of the terms of (i) the articles of incorporation, by laws
      or
      other charter or organizational document of the Company or any Subsidiary of
      the
      Company, (ii) any material contract, agreement, lease, indenture or other
      instrument to which the Company is a party or by or to which the Company, or
      the
      Assets may be bound or subject and a violation of which would result in a
      Material Adverse Effect on the Company, (iii) any order, judgment, injunction,
      award or decree of any arbitrator or Regulatory Authority or any statute, law,
      rule or regulation applicable to the Company or (iv) any Permit of the Company,
      which in the case of (ii), (iii) or (iv) above would have a Material Adverse
      Effect on the Company or a material adverse effect on the validity, binding
      effect or enforceability of this Agreement or the Collateral Documents or the
      ability of the Company to perform its obligations under this Agreement or any
      of
      the Collateral Documents.

     

    3.5 Consents
      and Approvals.
      No
      consent, approval, authorization or order of, registration or filing with,
      or
      notice to, any Regulatory Authority or any other Person is necessary to be
      obtained, made or given by the Company in connection with the execution,
      delivery and performance by the Company of this Agreement or any Collateral
      Document or for the consummation by the Company of the transactions contemplated
      hereby or thereby, except to the extent the failure to obtain any such consent,
      approval, authorization or order or to make any such registration or filing
      would not have a Material Adverse Effect on the Company or a material adverse
      effect on the validity, binding effect or enforceability of this Agreement
      or
      the Collateral Documents or the ability of the Company to perform its
      obligations under this Agreement or any of the Collateral
      Documents.

     

    
      
        
        

      

      
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    3.6 Intellectual
      Property.
      To the
      knowledge of the Company, the Company has good title to or the right to use
      all
      material company intellectual property rights and all material inventions,
      processes, designs, formulae, trade secrets and know how necessary for the
      operation of the Company Business without the payment of any royalty or similar
      payment.

     

    3.7 Compliance
      with Legal Requirements.
      The
      Company has operated the Business of the Company in compliance with all Legal
      Requirements applicable to the Company except to the extent the failure to
      operate in compliance with all material Legal Requirements would not have a
      Material Adverse Effect on the Company or Material Adverse Effect on the
      validity, binding effect or enforceability of this Agreement or the Collateral
      Documents. 

     

    3.8 Financial
      Statements.
      The
      Company has provided Omni with copies of its financial statements for the years
      ended December 31, 2004 and 2003. Such financial statements present fairly
      in all material respects the financial condition of the Company and its results
      of operations as of the dates and for the periods indicated.

     

    3.9 Litigation.
      There
      are no outstanding judgments or orders against or otherwise affecting or related
      to the Company, the Company Business or the Company Assets and there is no
      action, suit, complaint, proceeding or investigation, judicial, administrative
      or otherwise, that is pending or, to the Company’s knowledge, threatened that,
      if adversely determined, would have a Material Adverse Effect on the Company
      or
      a material adverse effect on the validity, binding effect or enforceability
      of
      this Agreement or the Collateral Documents.

     

    3.10 Taxes.
      The
      Company has duly and timely filed in proper form all Tax Returns for all Taxes
      required to be filed with the appropriate Regulatory Authority, and has paid
      all
      Taxes required to be paid in respect thereof except where such failure would
      not
      have a Material Adverse Effect on the Company. 

     

    3.11 Books
      and Records.
      The
      books and records of the Company accurately and fairly represent the Company
      Business and its results of operations in all material respects. All accounts
      receivable and inventory of the Company Business are reflected properly on
      such
      books and records in all material respects.

     

    3.12 Brokers
      or Finders.
      Except
      as set forth on Item 3.12 of the Disclosure Schedule, all negotiations relative
      to this Agreement and the transactions contemplated hereby have been carried
      out
      by the Company or any of its Affiliates in connection with the transactions
      contemplated by this Agreement, and neither the Company, nor any of its
      Affiliates has incurred any obligation to pay any brokerage or finder’s fee or
      other commission in connection with the transaction contemplated by this
      Agreement.

     

    
      
        
        

      

      
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    3.13 Disclosure.
      No
      representation or warranty of the Company in this Agreement or in the Collateral
      Documents and no statement in any certificate furnished or to be furnished
      by
      the Company pursuant to this Agreement contained, contains or will contain
      on
      the date such agreement or certificate was or is delivered, or on the Closing
      Date, any untrue statement of a material fact, or omitted, omits or will omit
      on
      such date to state any material fact necessary in order to make the statements
      made, in light of the circumstances under which they were made, not
      misleading.

     

    3.14 No
      Undisclosed Liabilities.
      Except
      as set forth as Item 3.14 of the Company’s Disclosure Schedule, the Company is
      not subject to any material liability (including unasserted claims), absolute
      or
      contingent, which is not shown or which is in excess of amounts shown or
      reserved for in the December 31, 2004 balance sheet, other than liabilities
      of the same nature as those set forth in the Company Financial Statements and
      reasonably incurred in the ordinary course of its business after
      December 31, 2004.

     

    3.15 Absence
      of Certain Changes.
      Except
      as set forth as Item 3.15 of the Company’s Disclosure Schedule hereto since
      December 31, 2004, the Company has not: (a) suffered any material adverse
      change in its financial condition, assets, liabilities or business; (b)
      contracted for or paid any capital expenditures; (c) incurred any indebtedness
      or borrowed money, issued or sold any debt or equity securities, declared any
      dividends or discharged or incurred any liabilities or obligations except in
      the
      ordinary course of business as heretofore conducted; (d) mortgaged, pledged
      or
      subjected the Company to any lien, lease, security interest or other charge
      or
      encumbrance any of its properties or assets; (e) paid any material amount on
      any
      indebtedness prior to the due date, forgiven or cancelled any material amount
      on
      any indebtedness prior to the due date, forgiven or cancelled any material
      debts
      or claims or released or waived any material rights or claims; (f) suffered
      any
      damage or destruction to or loss of any assets (whether or not covered by
      insurance); (g) acquired or disposed of any assets or incurred any liabilities
      or obligations; (h) made any payments to its affiliates or associates or loaned
      any money to any person or entity; (i) formed or acquired or disposed of any
      interest in any corporation, partnership, limited liability company, joint
      venture or other entity; (j) entered into any employment, compensation,
      consulting or collective bargaining agreement or any other agreement of any
      kind
      or nature with any person or group, or modified or amended in any respect the
      terms of any such existing agreement; (k) entered into any other commitment
      or
      transaction or experience any other event that relates to or affect in any
      way
      this Agreement or to the transactions contemplated hereby, or that has affected,
      or may adversely affect the Company’s business, operations, assets, liabilities
      or financial condition; or (1) amended its Articles of Organization or By-laws,
      except as otherwise contemplated herein.

     

    3.16 Contracts.
      Except
      as set forth as Item 3.16 of the Company’s Disclosure Schedule, the Company
      has complied with and performed, in all material respects, all of its
      obligations required to be performed under and is not in default with respect
      to
      any of the Contracts, as of the date hereof, nor has any event occurred which
      has not been cured which, with or without the giving of notice, lapse of time,
      or both, would constitute a default in any respect thereunder. To the best
      knowledge of the Company Parties, no other party has failed to comply with
      or
      perform, in all material respects, any of its obligations required to be
      performed under or is in material default with respect to any such Contracts,
      as
      of the date hereof, nor has any event occurred which, with or without the giving
      of notice, lapse of time or both, would constitute a material default in any
      respect by such party thereunder. Except as set forth as Item 3.16 of the
      Company’s Disclosure Schedule the Company Parties know of and have no reason to
      believe that there are any facts or circumstances which would make a material
      default by any party to any contract or obligation likely to occur subsequent
      to
      the date hereof.

     

    
      
        
        

      

      
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    3.17 Permits
      and Licenses.
      The
      Company has all certificates of occupancy, rights, permits, certificates,
      licenses, franchises, approvals and other authorizations as are reasonably
      necessary to conduct its business and to own, lease, use, operate and occupy
      its
      assets, at the places and in the manner now conducted and operated, except
      those
      the absence of which would not materially adversely affect its business. The
      Company has not received any written or oral notice or claim pertaining to
      the
      failure to obtain any material permit, certificate, license, approval or other
      authorization required by any federal, state or local agency or other regulatory
      body, the failure of which to obtain would materially and adversely affect
      its
      business.

     

    3.18 Assets
      Necessary to Business.
      The
      Company owns or leases all properties and assets, real, personal, and mixed,
      tangible and intangible, and is a party to all licenses, permits and other
      agreements necessary to permit it to carry on its business as presently
      conducted. Prior to Closing, the Company will make all records available to
      Omni
      with respect to all such material contracts.

     

    3.19 Labor
      Agreements and Labor Relations.
      The
      Company has no collective bargaining or union contracts or agreements. The
      Company is in compliance with all applicable laws respecting employment and
      employment practices, terms and conditions of employment and wages and hours,
      and is not engaged in any unfair labor practices; there are no charges of
      discrimination or unfair labor practice charges or complaints against the
      Company pending or threatened before any governmental or regulatory agency
      or
      authority; and, there is no labor strike, dispute, slowdown or stoppage actually
      pending or threatened against or affecting the Company.

     

    3.20 Employment
      Arrangements.
      Except
      as set forth as Item 3.20 of the Company’s Disclosure Schedule hereto, the
      Company has no employment or consulting agreements or arrangements, written
      or
      oral, which are not terminable at the will of the Company, or any pension,
      profit-sharing, option, other incentive plan, or any other type of employment
      benefit plan as defined in ERISA or otherwise, or any obligation to or customary
      arrangement with employees for bonuses, incentive compensation, vacations,
      severance pay, insurance or other benefits. No employee of the Company is in
      violation of any employment agreement or restrictive covenant.

    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES OF THE OMNI PARTIES

    


    Each
      of
      the Omni Parties, jointly and severally, represent and warrant to the Company
      that the statements contained in this ARTICLE IV are correct and complete as
      of
      the date of this Agreement and, except as provided in Section 8.1, will be
      correct and complete as of the Closing Date (as though made then and as though
      the Closing Date were substituted for the date of this Agreement throughout
      this
      ARTICLE IV, except in the case of representations and warranties stated to
      be
      made as of the date of this Agreement or as of another date and except for
      changes contemplated or permitted by the Agreement).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    4.1 Organization
      and Qualification.
      Each of
      Omni and Merger Sub is a corporation duly organized, validly existing and in
      good standing under the laws of Nevada and Michigan, respectively. Each of
      Omni
      and Merger Sub has all requisite power and authority to own, lease and use
      its
      assets as they are currently owned, leased and used and to conduct its business
      as it is currently conducted. Both Omni and Merger Sub are duly qualified or
      licensed to do business in and are each in good standing in each jurisdiction
      in
      which the character of the properties owned, leased or used by it or the nature
      of the activities conducted by it makes such qualification necessary, except
      any
      such jurisdiction where the failure to be so qualified or licensed and in good
      standing would not have a Material Adverse Effect on Omni or a Material Adverse
      Effect on the validity, binding effect or enforceability of this Agreement
      or
      the Collateral Documents or the ability of the Company or any of the Omni
      Parties to perform their obligations under this Agreement or any of the
      Collateral Documents.

     

    4.2 Capitalization. 

    


    (a) As
      of the
      date hereof, the authorized capital stock of Omni consists of 50,000,000 shares
      of common stock $0.004995 par value of which 1,227,079 shares are outstanding.
      The Merger Shares, when issued in accordance with this Agreement, will have
      been
      duly authorized, validly issued and outstanding and will be fully paid and
      nonassessable.

    


    (b) As
      of the
      date hereof, the authorized capital stock of Merger Sub consists of 100 shares
      of common stock no par value of which there are 100 shares outstanding. Each
      outstanding share of Merger Sub is duly authorized, validly issued and
      outstanding and will be fully paid and nonassessable and are owned by
      Omni.

    


    (c) Schedule
      4.2(c) lists all outstanding or authorized options, warrants, purchase rights,
      preemptive rights or other contracts or commitments that could require Omni
      or
      any of its Subsidiaries to issue, sell, or otherwise cause to become outstanding
      any of its capital stock or other ownership interests. 

    


    (d) All
      of
      the issued and outstanding shares of Omni Capital Stock, and all outstanding
      ownership interests of each of Omni’s Subsidiaries have been duly authorized and
      are validly issued and outstanding, fully paid and nonassessable (with respect
      to Subsidiaries that are corporations) and have been issued in compliance with
      applicable securities laws and other applicable Legal Requirements.

     

    4.3 Authority
      and Validity.
      Each
      Omni Party has all requisite power to execute and deliver, to perform its
      obligations under, and to consummate the transactions contemplated by, this
      Agreement and the Collateral Documents. The execution and delivery by each
      Omni
      Party of, the performance by each Omni Party of its respective obligations
      under, and the consummation by the Omni Parties of the transactions contemplated
      by, this Agreement and the Collateral Documents have been duly authorized by
      all
      requisite action of each Omni Party. This Agreement has been duly executed
      and
      delivered by each of the Omni Parties and (assuming due execution and delivery
      by the Company) is the legal, valid and binding obligation of each Omni Party,
      enforceable against each of them in accordance with its terms except that such
      enforcement may be subject to (i) bankruptcy, insolvency, reorganization,
      moratorium or other similar laws affecting or relating to enforcement of
      creditors’ rights generally and (ii) general equitable principles. Upon the
      execution and delivery by each of the Omni Parties of the Collateral Documents
      to which each of them is a party, and assuming due execution and delivery
      thereof by the other parties thereto, the Collateral Documents will be the
      legal, valid and binding obligations of each such Person, as the case may be,
      enforceable against each of them in accordance with their respective terms
      except that such enforcement may be subject to (i) bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting or relating to
      enforcement of creditors’ rights generally and (ii) general equitable
      principles.

     

    
      
        
        

      

      
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    4.4 No
      Breach or Violation.
      Subject
      to obtaining the consents, approvals, authorizations, and orders of and making
      the registrations or filings with or giving notices to Regulatory Authorities
      and Persons identified herein, the execution, delivery and performance by the
      Omni Parties of this Agreement and the Collateral Documents to which each is
      a
      party and the consummation of the transactions contemplated hereby and thereby
      in accordance with the terms and conditions hereof and thereof, do not and
      will
      not conflict with, constitute a violation or breach of, constitute a default
      or
      give rise to any right of termination or acceleration of any right or obligation
      of any Omni Party under, or result in the creation or imposition of any
      Encumbrance upon the property of Omni or Merger Sub by reason of the terms
      of
      (i) the articles of incorporation, by laws or other charter or organizational
      document of any Omni Party, (ii) any contract, agreement, lease, indenture
      or
      other instrument to which any Omni Party is a party or by or to which any Omni
      Party or their property may be bound or subject and a violation of which would
      result in a Material Adverse Effect on Omni taken as a whole, (iii) any order,
      judgment, injunction, award or decree of any arbitrator or Regulatory Authority
      or any statute, law, rule or regulation applicable to any Omni Party or (iv)
      any
      Permit of Omni or Merger Sub, which in the case of (ii), (iii) or (iv) above
      would have a Material Adverse Effect on Omni or a material adverse effect on
      the
      validity, binding effect or enforceability of this Agreement or the Collateral
      Documents or the ability of any Omni Party to perform its obligations hereunder
      or thereunder.

     

    4.5 Consents
      and Approvals.
      Except
      for requirements under applicable United States Federal or state securities
      laws, no consent, approval, authorization or order of, registration or filing
      with, or notice to, any Regulatory Authority or any other Person is necessary
      to
      be obtained, made or given by any Omni Party in connection with the execution,
      delivery and performance by them of this Agreement or any Collateral Documents
      or for the consummation by them of the transactions contemplated hereby or
      thereby, except to the extent the failure to obtain such consent, approval,
      authorization or order or to make such registration or filings or to give such
      notice would not have a Material Adverse Effect on Omni or a material adverse
      effect on the validity, binding effect or enforceability of this Agreement
      or
      the Collateral Documents or the ability of the Company or any of the Omni
      Parties to perform its obligations under this Agreement or any of the Collateral
      Documents.

     

    4.6 Compliance
      with Legal Requirements.
      Omni
      and its Subsidiaries have operated the Business of Omni in compliance with
      all
      material Legal Requirements including, without limitation, the Exchange Act
      and
      the Securities Act applicable to Omni and its Subsidiaries, except to the extent
      the failure to operate in compliance with all material Legal Requirements,
      would
      not have a Material Adverse Effect on Omni or a Material Adverse Effect on
      the
      validity, binding effect or enforceability of this Agreement or the Collateral
      Documents.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    4.7 Litigation.
      There
      are no outstanding judgments or orders against or otherwise affecting or related
      to Omni, any of its Subsidiaries, or their business or assets; and there is
      no
      action, suit, complaint, proceeding or investigation, judicial, administrative
      or otherwise, that is pending or, to the best knowledge of any Omni Party,
      threatened that, if adversely determined, would have a Material Adverse Effect
      on Omni or a material adverse effect on the validity, binding effect or
      enforceability of this Agreement or the Collateral Documents.

     

    4.8 Ordinary
      Course.
      Since
      the date of the balance sheet included in the most recent Omni Securities
      Filings filed through the date hereof, there has not been any occurrence, event,
      incident, action, failure to act or transaction involving Omni or any of its
      Subsidiaries which is reasonably likely, individually or in the aggregate,
      to
      have a Material Adverse Effect on Omni.

     

    4.9 Taxes.
      Omni
      has, and each of its Subsidiaries has, duly and timely filed in proper form
      all
      Tax Returns for all Taxes required to be filed with the appropriate Governmental
      Authority, except where such failure to file would not have a Material Adverse
      Effect on Omni. 

     

    4.10 Books
      and Records.
      The
      books and records of Omni and its Subsidiaries accurately and fairly represent
      the Omni Business and its results of operations in all material respects. All
      accounts receivable and inventory of the Omni Business are reflected properly
      on
      such books and records in all material respects.

     

    4.11 Financial
      and Other Information. 

    


    (a) The
      historical financial statements (including the notes thereto) contained (or
      incorporated by reference) in the Omni Securities Filings have been prepared
      in
      accordance with GAAP applied on a consistent basis throughout the periods
      covered thereby (except as may be indicated in the notes thereto), and present
      fairly the financial condition of Omni and its results of operations as of
      the
      dates and for the periods indicated, subject in the case of the unaudited
      financial statements only to normal year end adjustments (none of which will
      be
      material in amount) and the omission of footnotes.

    


    (b) To
      the
      knowledge of current management, the Omni Securities Filings did not, as of
      their filing dates, contain (directly or by incorporation by reference) any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein (or incorporated
      therein by reference), in light of the circumstances under which they were
      or
      will be made, not misleading.

     

    4.12 Brokers
      or Finders.
      Except
      as set forth on Item 4.12 of the Disclosure Schedule, no broker or finder
      has acted directly or indirectly for Omni, any Omni Party or any of their
      Affiliates in connection with the transactions contemplated by this Agreement,
      and neither Omni, any Omni Party nor any of their Affiliates has incurred any
      obligation to pay any brokerage or finder’s fee or other commission in
      connection with the transaction contemplated by this Agreement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    4.13 Disclosure.
      No
      representation or warranty of Omni in this Agreement or in the Collateral
      Documents and no statement in any certificate furnished or to be furnished
      by
      Omni pursuant to this Agreement contained, contains or will contain on the
      date
      such agreement or certificate was or is delivered, or on the Closing Date,
      any
      untrue statement of a material fact, or omitted, omits or will omit on such
      date
      to state any material fact necessary in order to make the statements made,
      in
      light of the circumstances under which they were made, not
      misleading.

     

    4.14 Filings.
      To the
      knowledge of current management, Omni has made all of the filings required
      by
      the Securities Act of 1933, as amended, and the Exchange Act of 1934, as
      amended, required to be made and no such filing contains any untrue statement
      of
      a material fact or omits to state a material fact necessary to make the
      statements made, not misleading.

    


    ARTICLE
      V

    COVENANTS
      OF THE COMPANY

    


    Between
      the date of this Agreement and the Closing Date:

     

    5.1 Additional
      Information.
      The
      Company shall provide to Omni and its Representatives such financial, operating
      and other documents, data and information relating to the Company, the Company
      Business and the Company Assets and Liabilities of the Company, as Omni or
      its
      Representatives may reasonably request. In addition, the Company shall take
      all
      action necessary to enable Omni and its Representatives to review, inspect
      and
      audit the Company Assets, the Company Business and Liabilities of the Company
      and discuss them with the Company’s officers, employees, independent
      accountants, customers, licensees, and counsel. Notwithstanding any
      investigation that Omni may conduct of the Company, the Company Business, the
      Company Assets and the Liabilities of the Company, the Omni Parties may fully
      rely on the Company’s warranties, covenants and indemnities set forth in this
      Agreement. 

     

    5.2 Consents
      and Approvals.
      As soon
      as practicable after execution of this Agreement, the Company shall use
      commercially reasonable efforts to obtain any necessary consent, approval,
      authorization or order of, make any registration or filing with or give any
      notice to, any Regulatory Authority or Person as is required to be obtained,
      made or given by the Company to consummate the transactions contemplated by
      this
      Agreement and the Collateral Documents. 

     

    5.3 No
      Solicitations.
      From
      and after the date of this Agreement until the Effective Time or termination
      of
      this Agreement pursuant to ARTICLE XI, the Company will not nor will it
      authorize or permit any of its officers, directors, affiliates or employees
      or
      any investment banker, attorney or other advisor or representative retained
      by
      it, directly or indirectly, to (i) solicit or initiate the making, submission
      or
      announcement of any other acquisition proposal with regard to any merger, sale
      of substantial assets, or similar proposal (collectively a “Proposal”), (ii)
      participate in any discussions or negotiations regarding, or furnish to any
      person any non public information with respect to any other Proposal, (iii)
      engage in discussions with any Person with respect to any other Proposal, except
      as to the existence of these provisions, (iv) approve, endorse or recommend
      any
      other Proposal or (v) enter into any letter of intent or similar document or
      any
      contract agreement or commitment contemplating or otherwise relating to any
      other Proposal except for the transactions contemplated to be undertaken by
      or
      with Omni. 

     

    
      
        
        

      

      
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    5.4 Notification
      of Adverse Change.
      The
      Company shall promptly notify Omni of any material adverse change in the
      condition (financial or otherwise) of the Company.

     

    5.5 Notification
      of Certain Matters.
      The
      Company shall promptly notify Omni of any fact, event, circumstance or action
      known to it that is reasonably likely to cause the Company to be unable to
      perform any of its covenants contained herein or any condition precedent in
      ARTICLE VII not to be satisfied, or that, if known on the date of this
      Agreement, would have been required to be disclosed to Omni pursuant to this
      Agreement or the existence or occurrence of which would cause any of the
      Company’s representations or warranties under this Agreement not to be correct
      and/or complete. The Company shall give prompt written notice to Omni of any
      adverse development causing a breach of any of the representations and
      warranties in ARTICLE III as of the date made. In the event that the Company
      Disclosure Schedule is not delivered contemporaneously with the execution of
      this Agreement, it shall be delivered as soon as practicable.

     

    5.6 Company
      Disclosure Schedule.
      The
      Company shall, from time to time prior to Closing, supplement the Company
      Disclosure Statement with additional information that, if existing or known
      to
      it on the date of delivery to the Omni Parties, would have been required to
      be
      included therein. For purposes of determining the satisfaction of any of the
      conditions to the obligations of the Omni Parties in ARTICLE VII, the Company
      Disclosure Statement shall be deemed to include only (a) the information
      contained therein on the date of this Agreement and (b) information added to
      the
      Company Disclosure Statement by written supplements delivered prior to Closing
      by the Company that (i) are accepted in writing by Omni, or (ii) reflect actions
      taken or events occurring after the date hereof prior to Closing. 

     

    5.7 State
      Statutes.
      The
      Company and its Board of Directors shall, if any state takeover statute or
      similar law is or becomes applicable to the Merger, this Agreement or any of
      the
      transactions contemplated by this Agreement, use all reasonable efforts to
      ensure that the Merger and the other transactions contemplated by this Agreement
      may be consummated as promptly as practicable on the terms contemplated by
      this
      Agreement and otherwise to minimize the effect of such statute or regulation
      on
      the Merger, this Agreement and the transactions contemplated
      hereby.

     

    5.8 Conduct
      of Business.
      Prior
      to the Closing Date, the Company shall conduct its business in the normal
      course, and shall not sell, pledge, or assign any assets, without the prior
      written approval of Omni, except in the regular course of business. Except
      as
      otherwise provided herein, the Company shall not amend its Articles of
      Incorporation or Bylaws, declare dividends, redeem or sell stock or other
      securities, incur additional or newly-funded liabilities, acquire or dispose
      of
      fixed assets, change employment terms, enter into any material or long-term
      contract, guarantee obligations of any third party, settle or discharge any
      balance sheet receivable for less than its stated amount, pay more on any
      liability than its stated amount, or enter into any other transaction other
      than
      in the regular course of business.

    


    ARTICLE
      VI

    COVENANTS
      OF THE OMNI PARTIES

    


    Between
      the date of this Agreement and the Closing Date,

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    6.1 Additional
      Information.
      Omni
      shall provide to the Company and its Representatives such financial, operating
      and other documents, data and information relating to Omni and its Subsidiaries,
      the Omni Business and the Omni Assets and the Liabilities of Omni and its
      Subsidiaries, as the Company or its Representatives may reasonably request.
      In
      addition, the Company shall take all action necessary to enable the Company
      and
      its Representatives to review and inspect the Omni Assets, the Omni Business
      and
      the Liabilities of Omni and its Subsidiaries and discuss them with the Company’s
      officers, employees, independent accountants and counsel. Notwithstanding any
      investigation that the Company may conduct of Omni and its Subsidiaries, the
      Omni Business, the Omni Assets and the Liabilities of Omni and its Subsidiaries,
      the Company may fully rely on the Omni Parties’ warranties, covenants and
      indemnities set forth in this Agreement. 

     

    6.2 No
      Solicitations.
      From
      and after the date of this Agreement until the Effective Time or termination
      of
      this Agreement pursuant to ARTICLE XI, Omni will not nor will it authorize
      or
      permit any of its officers, directors, affiliates or employees or any investment
      banker, attorney or other advisor or representative retained by it, directly
      or
      indirectly, (i) solicit or initiate the making, submission or announcement
      of
      any other acquisition proposal, (ii) participate in any discussions or
      negotiations regarding, or furnish to any person any non public information
      with
      respect to any other acquisition proposal, (iii) engage in discussions with
      any
      Person with respect to any other acquisition proposal, except as to the
      existence of these provisions, (iv) approve, endorse or recommend any other
      acquisition proposal or (v) enter into any letter of intent or similar document
      or any contract agreement or commitment contemplating or otherwise relating
      to
      any other acquisition proposal.

     

    6.3 Notification
      of Adverse Change.
      Omni
      shall promptly notify the Company of any material adverse change in the
      condition (financial or otherwise) of Omni.

     

    6.4 Consents
      and Approvals.
      As soon
      as practicable after execution of this Agreement, the Omni Parties shall use
      their commercially reasonable efforts to obtain any necessary consent, approval,
      authorization or order of, make any registration or filing with or give notice
      to, any Regulatory Authority or Person as is required to be obtained, made
      or
      given by any of the Omni Parties to consummate the transactions contemplated
      by
      this Agreement and the Collateral Documents. 

     

    6.5 Notification
      of Certain Matters.
      Omni
      shall promptly notify the Company of any fact, event, circumstance or action
      known to it that is reasonably likely to cause any Omni Party to be unable
      to
      perform any of its covenants contained herein or any condition precedent in
      ARTICLE VIII not to be satisfied, or that, if known on the date of this
      Agreement, would have been required to be disclosed to the Company pursuant
      to
      this Agreement or the existence or occurrence of which would cause any of the
      Omni Parties’ representations or warranties under this Agreement not to be
      correct and/or complete. The Omni Parties shall give prompt written notice
      to
      the Company of any adverse development causing a breach of any of the
      representations and warranties in ARTICLE IV. 

     

    6.6 Omni
      Disclosure Schedule.
      The
      Omni Parties shall, from time to time prior to Closing, supplement the Omni
      Disclosure Statement with additional information that, if existing or known
      to
      it on the date of this Agreement, would have been required to be included
      therein. For purposes of determining the satisfaction of any of the conditions
      to the obligations of the Company in ARTICLE VIII, the Omni Disclosure Statement
      shall be deemed to include only (a) the information contained therein on the
      date of delivery to the Company and (b) information added to the Omni Disclosure
      Statement by written supplements delivered prior to Closing by the Omni Parties
      that (i) are accepted in writing by the Company or (ii) reflect actions taken
      or
      events occurring after the date hereof and prior to Closing. 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    6.7 Securities
      Filings.
      Omni
      will timely file all reports and other documents relating to the operation
      of
      Omni required to be filed with the Securities and Exchange Commission, which
      reports and other documents do not and will not contain any misstatement of
      a
      material fact, and do not and will not omit any material fact necessary to
      make
      the statements therein not misleading.

     

    6.8 Election
      to Omni’s Board of Directors.
      At the
      Effective Time of the Merger, Omni shall take all steps to appoint John Dunn,
      Lowell Giffhorn Theo Vermaelen and Steven Eisold to the Board of
      Directors.

    


    ARTICLE
      VII

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE OMNI PARTIES

    


    All
      obligations of the Omni Parties under this Agreement shall be subject to the
      fulfillment at or prior to Closing of each of the following conditions, it
      being
      understood that the Omni Parties may, in their sole discretion, to the extent
      permitted by applicable Legal Requirements, waive any or all of such conditions
      in whole or in part.

     

    7.1 Accuracy
      of Representations.
      All
      representations and warranties of the Company contained in this Agreement,
      the
      Collateral Documents and any certificate delivered by any of the Company at
      or
      prior to Closing shall be, if specifically qualified by materiality, true in
      all
      respects and, if not so qualified, shall be true in all material respects,
      in
      each case on and as of the Closing Date with the same effect as if made on
      and
      as of the Closing Date, except for representations and warranties expressly
      stated to be made as of the date of this Agreement or as of another date other
      than the Closing Date and except for changes contemplated or permitted by this
      Agreement. The Company shall have delivered to Omni and Merger Sub a certificate
      dated the Closing Date to the foregoing effect.

     

    7.2 Covenants.
      The
      Company shall, in all material respects, have performed and complied with each
      of the covenants, obligations and agreements contained in this Agreement and
      the
      Collateral Documents that are to be performed or complied with by them at or
      prior to Closing. The Company shall have delivered to Omni and Merger Sub a
      certificate dated the Closing Date to the foregoing effect.

     

    7.3 Consents
      and Approvals.
      All
      consents, approvals, permits, authorizations and orders required to be obtained
      from, and all registrations, filings and notices required to be made with or
      given to, any Regulatory Authority or Person as provided herein. 

     

    7.4 Delivery
      of Documents.
      The
      Company shall have delivered, or caused to be delivered, to Omni and Merger
      Sub
      the following documents:

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (i) Certified
      resolutions of the board of directors and Shareholders of the Company
      authorizing the execution of this Agreement and the Collateral Documents to
      which it is a party and the consummation of the transactions contemplated hereby
      and thereby.

    


    (ii) Such
      other documents and instruments as Omni may reasonably request: (A) to evidence
      the accuracy of the Company’s representations and warranties under this
      Agreement, the Collateral Documents and any documents, instruments or
      certificates required to be delivered thereunder; (B) to evidence the
      performance by the Company of, or the compliance by the Company with, any
      covenant, obligation, condition and agreement to be performed or complied with
      by the Company under this Agreement and the Collateral Documents; or (C) to
      otherwise facilitate the consummation or performance of any of the transactions
      contemplated by this Agreement and the Collateral Documents.

     

    7.5 No
      Material Adverse Change.
      Since
      the date hereof, there shall have been no material adverse change in the Company
      Assets, the Company Business or the financial condition or operations of the
      Company, taken as a whole.

     

    7.6 Additional
      Disclosure.
      There
      shall have been no disclosure in any Company Disclosure Schedule or any
      supplement to the Company Disclosure Schedule or documents set forth in or
      attached thereto delivered after the execution of this Agreement, which, in
      the
      reasonable opinion of Omni, does or may have a Material Adverse Effect on the
      Company.

    


    ARTICLE
      VIII

    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF THE COMPANY

    


    All
      obligations of the Company under this Agreement shall be subject to the
      fulfillment at or prior to Closing of the following conditions, it being
      understood that the Company may, in its sole discretion, to the extent permitted
      by applicable Legal Requirements, waive any or all of such conditions in whole
      or in part.

     

    8.1 Accuracy
      of Representations.
      All
      representations and warranties of the Omni Parties contained in this Agreement
      and the Collateral Documents and any other document, instrument or certificate
      delivered by any of the Omni Parties at or prior to the Closing shall be, if
      specifically qualified by materiality, true and correct in all respects and,
      if
      not so qualified, shall be true and correct in all material respects, in each
      case on and as of the Closing Date with the same effect as if made on and as
      of
      the Closing Date, except for representations and warranties expressly stated
      to
      be made as of the date of this Agreement or as of another date other than the
      Closing Date and except for changes contemplated or permitted by this Agreement.
      The Omni Parties shall have delivered to the Company a certificate dated the
      Closing Date to the foregoing effect.

     

    8.2 Covenants.
      The
      Omni Parties shall, in all material respects, have performed and complied with
      each obligation, agreement, covenant and condition contained in this Agreement
      and the Collateral Documents and required by this Agreement and the Collateral
      Documents to be performed or complied with by the Omni Parties at or prior
      to
      Closing. The Omni Parties shall have delivered to the Company a certificate
      dated the Closing Date to the foregoing effect.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    8.3 Consents
      and Approvals.
      All
      consents, approvals, authorizations and orders required to be obtained from,
      and
      all registrations, filings and notices required to be made with or given to,
      any
      Regulatory Authority or Person as provided herein. 

     

    8.4 Delivery
      of Documents.
      The
      Omni Parties, as applicable, shall have executed and delivered, or caused to
      be
      executed and delivered, to the Company the following documents:

    


    (i) Certified
      copies of the articles of incorporation and by laws of Omni and certified
      resolutions by the board of directors authorizing the execution of this
      Agreement and the Collateral Documents and the consummation of the transactions
      contemplated hereby.

    


    (ii) Such
      other documents and instruments as the Company may reasonably request: (A)
      to
      evidence the accuracy of the representations and warranties of the Omni Parties
      under this Agreement and the Collateral Documents and any documents, instruments
      or certificates required to be delivered thereunder; (B) to evidence the
      performance by the Omni Parties of, or the compliance by the Omni Parties with,
      any covenant, obligation, condition and agreement to be performed or complied
      with by the Omni Parties under this Agreement and the Collateral Documents;
      or
      (C) to otherwise facilitate the consummation or performance of any of the
      transactions contemplated by this Agreement and the Collateral
      Documents.

    


    (iii) Letters
      of resignation from Omni’s current officers and directors to be effective upon
      the Closing.

    


    (iv) Board
      resolutions from Omni’s current directors appointing the designees of the
      Company to Omni’s board of directors.

     

    8.5 No
      Material Adverse Change.
      There
      shall have been no material adverse change in the business, financial condition
      or operations of Omni and its Subsidiaries taken as a whole.

     

    8.6 No
      Litigation.
      No
      action, suit or proceeding shall be pending or threatened by or before any
      Regulatory Authority and no Legal Requirement shall have been enacted,
      promulgated or issued or deemed applicable to any of the transactions
      contemplated by this Agreement and the Collateral Documents that would: (i)
      prevent consummation of any of the transactions contemplated by this Agreement
      and the Collateral Documents; (ii) cause any of the transactions contemplated
      by
      this Agreement and the Collateral Documents to be rescinded following
      consummation; or (iii) have a Material Adverse Effect on Omni.

     

    8.7 Dissenters’
      Rights.
      Not
      more than $25,000 in claims shall have been asserted in connection with
      dissenters’ appraisal rights under the BCA in connection with the
      Merger.

     

    8.8 Exchange
      Act Requirements.
      Omni
      shall have complied with the provisions of Rule 14f-1 of the Exchange Act,
      if
      necessary. 

     

    8.9 Expenses.
      Omni
      shall have paid or arranged for the payment of all costs and expenses of the
      Omni Parties associated with this Agreement and the transactions contemplated
      hereby.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    8.10 Subsidiary
      Transfer.
      As of
      the Effective Time, Omni shall have transferred (the “Transfer”) all of the
      capital stock of Omni U.S.A. Inc., a Washington Corporation and Butler Products
      Corporation to Asia Capital LLC (“Asia”) for an aggregate purchase price of
      $672,000 paid by delivery of a promissory note. The Transfer shall be effected
      pursuant to the terms of the Stock Purchase Agreement dated as of the Closing
      Date in the form attached as Exhibit A.

     

    8.11 Cancellation
      of outstanding Warrants.
      All of
      the outstanding warrants to purchase shares of Omni Common Stock shall have
      been
      cancelled.

     

    8.12 No
      Assets/Liabilities.
      As of
      the Effective Time, after giving effect to the Transfer, Omni shall have (a)
      no
      liabilities whatsoever and (b) no assets except cash of at least $20,000 which
      shall be used to pay counsel for the Company.

    


    ARTICLE
      IX

    INDEMNIFICATION

     

    9.1 Indemnification
      by the Company.
      The
      Company shall indemnify, defend and hold harmless (i) Omni, (ii) each of Omni’s
      assigns and successors in interest to the Company Shares, and (iii) each of
      their respective current, former and future shareholders, members, partners,
      directors, officers, managers, employees, agents, attorneys and representatives,
      from and against any and all Losses which may be incurred or suffered by any
      such party and which may arise out of or result from any inaccuracy in or breach
      of any material representation, warranty, covenant or agreement of the Company
      contained in this Agreement or in any document or other writing delivered
      pursuant thereto. All claims to be asserted hereunder must be made by the
      fifteenth month following the Closing.

     

    9.2 Indemnification
      by the Omni Parties.
      The
      Omni Parties shall indemnify, defend and hold harmless the Company and each
      of
      the Company Shareholders from and against any and all Losses which may be
      incurred or suffered by any such party hereto and which may arise out of or
      result from (a) any inaccuracy in or any breach of any material representation,
      warranty, covenant or agreement of the Omni Parties contained in this Agreement
      or in any document or other writing delivered pursuant thereto, or (b) any
      claim
      that the Merger or transfer was improper, invalid or void. All claims to be
      asserted hereunder must be made by
      the
      fifteenth month following the Closing.

     

    9.3 Notice
      to Indemnifying Party.
      If any
      party (the “Indemnified Party”) receives notice of any claim or other
      commencement of any action or proceeding with respect to which any other party
      (or parties) (the “Indemnifying Party”) is obligated to provide indemnification
      pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give
      the Indemnifying Party written notice thereof, which notice shall specify in
      reasonable detail, if known, the amount or an estimate of the amount of the
      liability arising therefrom and the basis of the claim. Such notice shall be
      a
      condition precedent to any liability of the Indemnifying Party for
      indemnification hereunder, but the failure of the Indemnified Party to give
      prompt notice of a claim shall not adversely affect the Indemnified Party’s
      right to indemnification hereunder unless the defense of that claim is
      materially prejudiced by such failure. The Indemnified Party shall not settle
      or
      compromise any claim by a third party for which it is entitled to
      indemnification hereunder without the prior written consent of the Indemnifying
      Party (which shall not be unreasonably withheld or delayed) unless suit shall
      have been instituted against it and the Indemnifying Party shall not have taken
      control of such suit after notification thereof as provided in
      Section 9.4.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    9.4 Defense
      by Indemnifying Party.
      In
      connection with any claim giving rise to indemnity hereunder resulting from
      or
      arising out of any claim or legal proceeding by a Person who is not a party
      to
      this Agreement, the Indemnifying Party at its sole cost and expense may, upon
      written notice to the Indemnified Party, assume the defense of any such claim
      or
      legal proceeding (i) if it acknowledges to the Indemnified Party in writing
      its
      obligations to indemnify the Indemnified Party with respect to all elements
      of
      such claim (subject to any limitations on such liability contained in this
      Agreement) and (ii) if it provides assurances, reasonably satisfactory to the
      Indemnified Party, that it will be financially able to satisfy such claims
      in
      full if the same are decided adversely. If the Indemnifying Party assumes the
      defense of any such claim or legal proceeding, it may use counsel of its choice
      to prosecute such defense, subject to the approval of such counsel by the
      Indemnified Party, which approval shall not be unreasonably withheld or delayed.
      In this regard, Troy & Gould, P.C. is hereby approved by Omni as counsel to
      the Company (in its capacity as the Indemnifying Party). The Indemnified Party
      shall be entitled to participate in (but not control) the defense of any such
      action, with its counsel and at its own expense; provided, however, that if
      the
      Indemnified Party, in its sole discretion, determines that there exists a
      conflict of interest between the Indemnifying Party (or any constituent party
      thereof) and the Indemnified Party, the Indemnified Party (or any constituent
      party thereof) shall have the right to engage separate counsel, the reasonable
      costs and expenses of which shall be paid by the Indemnified Party. If the
      Indemnifying Party assumes the defense of any such claim or legal proceeding,
      the Indemnifying Party shall take all steps necessary to pursue the resolution
      thereof in a prompt and diligent manner. The Indemnifying Party shall be
      entitled to consent to a settlement of, or the stipulation of any judgment
      arising from, any such claim or legal proceeding, with the consent of the
      Indemnified Party, which consent shall not be unreasonably withheld or delayed;
      provided, however, that no such consent shall be required from the Indemnified
      Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising
      out of such settlement or judgment concurrently with the effectiveness thereof
      (as well as all other Losses theretofore incurred by the Indemnified Party
      which
      then remain unpaid or unreimbursed), (ii) in the case of a settlement, the
      settlement is conditioned upon a complete release by the claimant of the
      Indemnified Party and (iii) such settlement or judgment does not require the
      encumbrance of any asset of the Indemnified Party or impose any restriction
      upon
      its conduct of business.

    


    ARTICLE
      X

    TERMINATION

     

    10.1 Termination.
      This
      Agreement may be terminated, and the transactions contemplated hereby may be
      abandoned, at any time prior to the Effective Time.

    


    (a) by
      mutual
      written agreement of Omni and the Company hereto duly authorized by action
      taken
      by or on behalf of their respective Boards of Directors; or

    


    (b) by
      either
      the Company or Omni upon notification to the non terminating party by the
      terminating party:

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    (i) if
      the
      terminating party is not in material breach of its obligations under this
      Agreement and there has been a material breach of any representation, warranty,
      covenant or agreement on the part of the non terminating party set forth in
      this
      Agreement such that the conditions in Sections 7.1, 7.2, 8.1 or 8.2 will not
      be
      satisfied; provided, however, that if such breach is curable by the non
      terminating party and such cure is reasonably likely to be completed prior
      to
      the date specified in Section 10.1(b)(ii), then, for so long as the non
      terminating party continues to use commercially reasonable efforts to effect
      and
      cure, the terminating party may not terminate pursuant to this
      Section 10.1(b)(i);

    


    (ii) if
      the
      Closing has not transpired on or before 45 days from the date hereof;
      or

    


    (iii) if
      any
      court of competent jurisdiction or other competent Governmental or Regulatory
      Authority shall have issued an order making illegal or otherwise permanently
      restricting, preventing or otherwise prohibiting the Merger and such order
      shall
      have become final and nonappealable.

     

    10.2 Effect
      of Termination.
      If this
      Agreement is validly terminated by either the Company or Omni pursuant to
      Section 10.1, this Agreement will forthwith become null and void and there
      will be no liability or obligation on the part of the parties hereto other
      than
      the obligations under Section 5.3, Section 6.2 and Section 11.12, except that
      nothing contained herein shall relieve any party hereto from liability for
      willful breach of its representations, warranties, covenants or agreements
      contained in this Agreement.

    


    ARTICLE
      XI

    MISCELLANEOUS

     

    11.1 Parties
      Obligated and Benefited.
      This
      Agreement shall be binding upon the Parties and their respective successors
      by
      operation of law and
      shall
      inure solely to the benefit of the Parties and their respective successors
      by
      operation of law, and no other Person shall be entitled to any of the benefits
      conferred by this Agreement, except that the Company Shareholders shall be
      third
      party beneficiaries of this Agreement. Without the prior written consent of
      the
      other Party, no Party may assign this Agreement or the Collateral Documents
      or
      any of its rights or interests or delegate any of its duties under this
      Agreement or the Collateral Documents.

     

    11.2 Publicity.
      The
      initial press release shall be a joint press release and thereafter the Company
      and Omni each shall consult with each other prior to issuing any press releases
      or otherwise making public announcements with respect to the Merger and the
      other transactions contemplated by this Agreement and prior to making any
      filings with any third party and/or any Regulatory Authorities (including any
      national securities interdealer quotation service) with respect thereto, except
      as may be required by law or by obligations pursuant to any listing agreement
      with or rules of any national securities interdealer quotation
      service.

     

    11.3 Notices.
      Any
      notices and other communications required or permitted hereunder shall be in
      writing and shall be effective upon delivery by hand or upon receipt if sent
      by
      certified or registered mail (postage prepaid and return receipt requested)
      or
      by a nationally recognized overnight courier service (appropriately marked
      for
      overnight delivery) or upon transmission if sent by telex or facsimile (with
      request for immediate confirmation of receipt in a manner customary for
      communications of such respective type and with physical delivery of the
      communication being made by one or the other means specified in this Section
      as
      promptly as practicable thereafter). Notices shall be addressed as
      follows:

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	
            	(a)	
              If
                to the Omni Parties to:

            


    

    
      	
               

              Omni
                U.S.A., Inc.

              7502
                Mesa Road

              Houston,
                Texas 77028

              Attention:
                Jeffrey K. Daniel

              Facsimile
                No:

            
	 
	
              With
                a copy to:

               

              Michael
                Zahorik, Esq.

              520
                S. Snowmass Circle

              Superior,
                Colorado 80027

              Facsimile
                No. 303-956-5821

            
	 
	
              If
                to the Company to:

               

              Brendan
                Technologies Inc.

              Research
                Center Plaza

              2236
                Rutherford Road, Suite 107

              Carlsbad,
                California 92008

              Attention:
                John R. Dunn

              Facsimile
                No. (760) 929-7504

               

            
	
              With
                a copy to:

               

              Troy
                & Gould

              1801
                Century Park East, 16th
                Floor

              Los
                Angeles, California 90067

              Attention:
                David L. Ficksman, Esq.

              Facsimile
                No. (310) 789-1290

            


    

    


    Any
      Party
      may change the address to which notices are required to be sent by giving notice
      of such change in the manner provided in this Section.

     

    11.4 Attorneys’
      Fees.
      In the
      event of any action or suit based upon or arising out of any alleged breach
      by
      any Party of any representation, warranty, covenant or agreement contained
      in
      this Agreement or the Collateral Documents, the prevailing Party shall be
      entitled to recover reasonable attorneys’ fees and other costs of such action or
      suit from the other Party.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    11.5 Headings.
      The
      Article and Section headings of this Agreement are for convenience only and
      shall not constitute a part of this Agreement or in any way affect the meaning
      or interpretation thereof.

     

    11.6 Choice
      of Law.
      This
      Agreement and the rights of the Parties under it shall be governed by and
      construed in all respects in accordance with the laws of the State of
      California, without giving effect to any choice of law provision or rule
      (whether of the State of California or any other jurisdiction that would cause
      the application of the laws of any jurisdiction other than the State of
      California).

     

    11.7 Rights
      Cumulative.
      All
      rights and remedies of each of the Parties under this Agreement shall be
      cumulative, and the exercise of one or more rights or remedies shall not
      preclude the exercise of any other right or remedy available under this
      Agreement or applicable law.

     

    11.8 Further
      Actions.
      The
      Parties shall execute and deliver to each other, from time to time at or after
      Closing, for no additional consideration and at no additional cost to the
      requesting party, such further assignments, certificates, instruments, records,
      or other documents, assurances or things as may be reasonably necessary to
      give
      full effect to this Agreement and to allow each party fully to enjoy and
      exercise the rights accorded and acquired by it under this
      Agreement.

     

    11.9 Time
      of the Essence.
      Time is
      of the essence under this Agreement. If the last day permitted for the giving
      of
      any notice or the performance of any act required or permitted under this
      Agreement falls on a day which is not a Business Day, the time for the giving
      of
      such notice or the performance of such act shall be extended to the next
      succeeding Business Day.

     

    11.10 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    11.11 Entire
      Agreement.
      This
      Agreement (including the Exhibits, the Company Disclosure Statement, the Omni
      Disclosure Statement and any other documents, instruments and certificates
      referred to herein, which are incorporated in and constitute a part of this
      Agreement) contains the entire agreement of the Parties. 

     

    11.12 Expenses.
      Each
      party will be responsible for payment of its expenses in connection with the
      transactions contemplated by this Agreement.

     

    11.13 Survival
      of Representations and Covenants.
      Notwithstanding any right of the Omni Parties fully to investigate the affairs
      of the Company and notwithstanding any knowledge of facts determined or
      determinable by the Omni Parties pursuant to such investigation or right of
      investigation, the Omni Parties shall have the right to rely fully upon the
      representations, warranties, covenants and agreements of the Company contained
      in this Agreement. Each representation, warranty, covenant and agreement of
      the
      Company contained herein shall survive the execution and delivery of this
      Agreement and the Closing and shall thereafter terminate and expire on the
      first
      anniversary of the Closing Date unless, prior to such date, Omni has delivered
      to the Company Shareholders a written notice of a claim with respect to such
      representation, warranty, covenant or agreement. 

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of
      the
      day and year first above written.

     

    
      	 	
              OMNI
                U.S.A., INC., A NEVADA CORPORATION

               

               

            
	 	
              By:
                                                                                              
                

              Name:
                Jeffrey
                K. Daniel

              Title:
                President

            
	 	 
	 	
              OMNI
                MERGER SUB, INC., A MICHIGAN CORPORATION

               

               

            
	 	
              By:
                                                                                              

              Name:
                Jeffrey
                K. Daniel

              Title:
                President

               

            
	 	
                                                                                                
                  

              Jeffrey
                K. Daniel

               

               

                                                                                                   

              Edward
                Daniel

               

              BRENDAN
                TECHNOLOGIES, INC., A MICHIGAN CORPORATION

               

               

            
	 	
              By:                                                                               

              Name:
                John
                R. Dunn

              Title:
                Chairman

            


    

    


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


     

     

    
      Table
        of Contents

    

    

      Page

    

    


    
      	
              ARTICLE
                I

            	
              DEFINITIONS

            	
              1

            
	 	 	 
	
              1.1

            	
              Certain
                Definitions

            	
              1

            
	
              1.2

            	
              Other
                Definitions

            	
              5

            
	 	 	 
	
              ARTICLE
                II

            	
              THE
                MERGER

            	
              5

            
	 	 	 
	
              2.1

            	
              Merger;
                Surviving Corporation

            	
              5

            
	
              2.2

            	
              Articles
                of Incorporation

            	
              6

            
	
              2.3

            	
              By
                Laws

            	
              6

            
	
              2.4

            	
              Effective
                Time

            	
              6

            
	
              2.5

            	
              Merger
                Shares; Conversion and Cancellation of Securities.

            	
              6

            
	
              2.6

            	
              Delivery
                of Certificates.

            	
              7

            
	
              2.7

            	
              Stock
                Transfer Books

            	
              8

            
	
              2.8

            	
              Dissenting
                Shares

            	
              8

            
	
              2.9

            	
              Restriction
                on Transfer

            	
              8

            
	
              2.10

            	
              Restrictive
                Legend

            	
              8

            
	
              2.11

            	
              Closing

            	
              9

            
	
               

            	 	 
	
              ARTICLE
                III

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE COMPANY

            	
              9

            
	 	 	 
	
              3.1

            	
              Organization
                and Qualification

            	
              9

            
	
              3.2

            	
              Capitalization.

            	
              9

            
	
              3.3

            	
              Authority
                and Validity

            	
              10

            
	
              3.4

            	
              No
                Breach or Violation

            	
              10

            
	
              3.5

            	
              Consents
                and Approvals

            	
              10

            
	
              3.6

            	
              Intellectual
                Property

            	
              11

            
	
              3.7

            	
              Compliance
                with Legal Requirements

            	
              11

            
	
              3.8

            	
              Financial
                Statements

            	
              11

            
	
              3.9

            	
              Litigation

            	
              11

            
	
              3.10

            	
              Taxes

            	
              11

            
	
              3.11

            	
              Books
                and Records

            	
              11

            
	
              3.12

            	
              Brokers
                or Finders

            	
              11

            
	
              3.13

            	
              Disclosure

            	
              12

            
	
              3.14

            	
              No
                Undisclosed Liabilities

            	
              12

            
	
              3.15

            	
              Absence
                of Certain Changes

            	
              12

            
	
              3.16

            	
              Contracts

            	
              12

            
	
              3.17

            	
              Permits
                and Licenses

            	
              13

            
	
              3.18

            	
              Assets
                Necessary to Business

            	
              13

            
	
              3.19

            	
              Labor
                Agreements and Labor Relations

            	
              13

            
	
              3.20

            	
              Employment
                Arrangements

            	
              13

            


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      Table
        of Contents

      (continued)

      Page

    

     

    
      	
              ARTICLE
                IV

            	
              REPRESENTATIONS
                AND WARRANTIES OF THE OMNI PARTIES

            	
              13

            
	 	 	 
	
              4.1

            	
              Organization
                and Qualification

            	
              14

            
	
              4.2

            	
              Capitalization.

            	
              14

            
	
              4.3

            	
              Authority
                and Validity

            	
              14

            
	
              4.4

            	
              No
                Breach or Violation

            	
              15

            
	
              4.5

            	
              Consents
                and Approvals

            	
              15

            
	
              4.6

            	
              Compliance
                with Legal Requirements

            	
              15

            
	
              4.7

            	
              Litigation

            	
              16

            
	
              4.8

            	
              Ordinary
                Course

            	
              16

            
	
              4.9

            	
              Taxes

            	
              16

            
	
              4.10

            	
              Books
                and Records

            	
              16

            
	
              4.11

            	
              Financial
                and Other Information.

            	
              16

            
	
              4.12

            	
              Brokers
                or Finders

            	
              16

            
	
              4.13

            	
              Disclosure

            	
              17

            
	
              4.14

            	
              Filings

            	
              17

            
	
               

            	 	 
	
              ARTICLE
                V

            	
              COVENANTS
                OF THE COMPANY

            	
              17

            
	 	 	 
	
              5.1

            	
              Additional
                Information

            	
              17

            
	
              5.2

            	
              Consents
                and Approvals

            	
              17

            
	
              5.3

            	
              No
                Solicitations

            	
              17

            
	
              5.4

            	
              Notification
                of Adverse Change

            	
              18

            
	
              5.5

            	
              Notification
                of Certain Matters

            	
              18

            
	
              5.6

            	
              Company
                Disclosure Schedule

            	
              18

            
	
              5.7

            	
              State
                Statutes

            	
              18

            
	
              5.8

            	
              Conduct
                of Business

            	
              18

            
	
               

            	 	 
	
              ARTICLE
                VI

            	
              COVENANTS
                OF THE OMNI PARTIES

            	
              18

            
	 	 	 
	
              6.1

            	
              Additional
                Information

            	
              19

            
	
              6.2

            	
              No
                Solicitations

            	
              19

            
	
              6.3

            	
              Notification
                of Adverse Change

            	
              19

            
	
              6.4

            	
              Consents
                and Approvals

            	
              19

            
	
              6.5

            	
              Notification
                of Certain Matters

            	
              19

            
	
              6.6

            	
              Omni
                Disclosure Schedule

            	
              19

            
	
              6.7

            	
              Securities
                Filings

            	
              20

            
	
              6.8

            	
              Election
                to Omni’s Board of Directors

            	
              20

            
	
               

            	 	 
	
              ARTICLE
                VII

            	
              CONDITIONS
                PRECEDENT TO OBLIGATIONS OF THE OMNI PARTIES

            	
              20

            
	 	 	 
	
              7.1

            	
              Accuracy
                of Representations

            	
              20

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    

      Table
        of Contents

      (continued)

      Page
 

    
      	
              7.2

            	
              Covenants

            	
              20

            
	
              7.3

            	
              Consents
                and Approvals

            	
              20

            
	
              7.4

            	
              Delivery
                of Documents

            	
              20

            
	
              7.5

            	
              No
                Material Adverse Change

            	
              21

            
	
              7.6

            	
              Additional
                Disclosure

            	
              21

            
	
               

            	 	 
	
              ARTICLE
                VIII

            	
              CONDITIONS
                PRECEDENT TO OBLIGATIONS OF THE COMPANY

            	
              21

            
	 	 	 
	
              8.1

            	
              Accuracy
                of Representations

            	
              21

            
	
              8.2

            	
              Covenants

            	
              21

            
	
              8.3

            	
              Consents
                and Approvals

            	
              22

            
	
              8.4

            	
              Delivery
                of Documents

            	
              22

            
	
              8.5

            	
              No
                Material Adverse Change

            	
              22

            
	
              8.6

            	
              No
                Litigation

            	
              22

            
	
              8.7

            	
              Dissenters’
                Rights

            	
              22

            
	
              8.8

            	
              Exchange
                Act Requirements

            	
              22

            
	
              8.9

            	
              Expenses

            	
              22

            
	
              8.10

            	
              Subsidiary
                Transfer

            	
              23

            
	
              8.11

            	
              Cancellation
                of outstanding Warrants

            	
              23

            
	
              8.12

            	
              No
                Assets/Liabilities

            	
              23

            
	
               

            	 	 
	
              ARTICLE
                IX

            	
              INDEMNIFICATION

            	
              23

            
	 	 	 
	
              9.1

            	
              Indemnification
                by the Company

            	
              23

            
	
              9.2

            	
              Indemnification
                by the Omni Parties

            	
              23

            
	
              9.3

            	
              Notice
                to Indemnifying Party

            	
              23

            
	
              9.4

            	
              Defense
                by Indemnifying Party

            	
              24

            
	 	 	 
	
              ARTICLE
                X

            	
              TERMINATION

            	
              24

            
	 	 	 
	
              10.1

            	
              Termination

            	
              24

            
	
              10.2

            	
              Effect
                of Termination

            	
              25

            
	 	 	 
	
              ARTICLE
                XI

            	
              MISCELLANEOUS

            	
              25

            
	 	 	 
	
              11.1

            	
              Parties
                Obligated and Benefited

            	
              25

            
	
              11.2

            	
              Publicity

            	
              25

            
	
              11.3

            	
              Notices

            	
              25

            
	
              11.4

            	
              Attorneys’
                Fees

            	
              26

            
	
              11.5

            	
              Headings

            	
              27

            
	
              11.6

            	
              Choice
                of Law

            	
              27

            
	
              11.7

            	
              Rights
                Cumulative

            	
              27

            
	
              11.8

            	
              Further
                Actions

            	
              27

            


    

     

     

    
      
        
        

      

      
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      Table
        of Contents

      (continued)

      Page
 

    
      	
              11.9

            	
              Time
                of the Essence

            	
              27

            
	
              11.10

            	
              Counterparts

            	
              27

            
	
              11.11

            	
              Entire
                Agreement

            	
              27

            
	
              11.12

            	
              Expenses

            	
              27

            
	
              11.13

            	
              Survival
                of Representations and Covenants

            	
              27

            


    

    


    


    
      
        
        

      

      
        iv