STOCK
      PURCHASE AGREEMENT

    


    By
      and
      Among

    


    JEFFREY
      K.
      DANIEL, CRAIG L. DANIEL AND EDWARD DANIEL

    


    as
      the
      Purchasers

    


    and

    


    OMNI
      U.S.A., Inc., a Nevada corporation

    


    as
      the
      Seller

    


    


    


    Dated
      as
      of December ___, 2005

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

    
      
        	 	 	 
	 	 	
                Page 

              
	 	 	 
	
                ARTICLE
                  I

              	
                DEFINITIONS

              	
                2

              
	
                1.1

              	
                Certain
                  Defined Terms

              	
                2

              
	
                1.2

              	
                Other
                  Defined Terms

              	
                5

              
	
                1.3

              	
                Other
                  Interpretive Provisions

              	
                6

              
	
                 

              	 	 
	
                ARTICLE
                  II

              	
                SALE
                  AND PURCHASE OF SHARES

              	
                6

              
	
                2.1

              	
                Transfer
                  of Shares

              	
                6

              
	
                2.2

              	
                Transfer
                  Taxes

              	
                7

              
	 	 	 
	
                ARTICLE
                  III

              	
                CLOSING

              	
                7

              
	
                3.1

              	
                Time
                  and Place

              	
                7

              
	
                3.2

              	
                Transactions
                  at the Closing

              	
                7

              
	
                (a)

              	
                Purchasers
                  shall deliver the Promissory Note to the to Seller;

              	
                7

              
	
                (b)

              	
                Seller
                  shall deliver to Purchasers duly executed stock powers effecting
                  the
                  transfer of the Shares to Purchasers, in form reasonably acceptable
                  to
                  Purchasers;

              	
                7

              
	
                (c)

              	
                Seller
                  shall deliver to Purchasers the certificate referred to in
                  Section 8.2(c), and Purchasers shall deliver to Seller the
                  certificate referred to in Section 8.3(c); and

              	
                7

              
	
                (d)

              	
                Seller
                  shall deliver to Purchasers any and all other assignments, documents,
                  instruments and conveyances requested by Purchasers to effect the
                  consummation of the transactions contemplated by this Agreement
                  and to
                  evidence Purchasers’ interest in and title to the Shares.

              	
                7

              
	 	 	 
	
                ARTICLE
                  IV

              	
                REPRESENTATIONS
                  AND WARRANTIES OF SELLER

              	
                8

              
	
                4.1

              	
                Due
                  Organization and Good Standing

              	
                8

              
	
                4.2

              	
                Authority
                  to Execute and Perform Agreements

              	
                8

              
	
                4.3

              	
                No
                  Broker

              	
                8

              
	 	 	 
	
                ARTICLE
                  V

              	
                NO
                  REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED
                  COMPANIES

              	
                8

              
	
                5.1

              	
                No
                  Representations and Warranties as to Acquired Companies

              	
                
                  8

                

              
	
                5.2

              	
                Access
                  to Books and Records

              	
                9

              
	
                5.3

              	
                Independent
                  Examination and Assumption of Risk

              	
                9

              
	
                5.4

              	
                Release

              	
                9

              
	
                5.5

              	
                Purchasers
                  acknowledge that the Shares were pledged to and are in the physical
                  custody of Textron Financial Corporation as consideration for the
                  Loan and
                  Security Agreement dated as of August 2, 2004.

              	
                10

              


      

       

      
        	
                5.6

              	
                Survival

              	
                10

              


      

       

      
        
          
          

        

        
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        TABLE
          OF CONTENTS

        
          
            	 	 	 
	 	 	
                    Page 

                  


          

        

      

       

      
        	 	 	 
	
                ARTICLE
                  VI

              	
                REPRESENTATIONS
                  AND WARRANTIES OF PURCHASERS

              	
                10

              
	
                6.1

              	
                Investment
                  Representation

              	
                10

              
	
                6.2

              	
                No
                  Purchaser Knowledge of Misrepresentation

              	
                11

              
	
                6.3

              	
                No
                  Broker

              	
                11

              
	 	 	 
	
                ARTICLE
                  VII

              	
                COVENANTS
                  AND AGREEMENTS OF THE PARTIES EFFECTIVE PRIOR TO CLOSING

              	
                11

              
	
                7.1

              	
                Cooperation;
                  Consents

              	
                11

              
	
                7.2

              	
                Preservation
                  of Business

              	
                12

              
	
                7.3

              	
                Release
                  of Guarantees, etc

              	
                
                  12

                

              
	 	 	 
	
                ARTICLE
                  VIII

              	
                CONDITIONS
                  PRECEDENT TO CLOSING

              	
                
                  12

                

              
	
                8.1

              	
                Conditions
                  Precedent to the Obligation of All Parties to Close

              	
                13

              
	
                (a)

              	
                No
                  Action or Proceeding

              	
                
                  13

                

              
	
                (b)

              	
                Merger

              	
                
                  13

                

              
	
                (c)

              	
                Closing
                  Transactions

              	
                
                  13

                

              
	
                8.2

              	
                Conditions
                  Precedent to the Obligation of Purchasers to Close

              	
                
                  13

                

              
	
                (a)

              	
                Representations
                  and Warranties

              	
                
                  13

                

              
	
                (b)

              	
                Covenants

              	
                
                  13

                

              
	
                (c)

              	
                Certificate

              	
                
                  13

                

              
	
                (d)

              	
                Intellectual
                  Property

              	
                
                  13

                

              
	
                8.3

              	
                Conditions
                  Precedent to the Obligation of Seller to Close

              	
                
                  13

                

              
	
                (a)

              	
                Representations
                  and Warranties

              	
                
                  14

                

              
	
                (b)

              	
                Covenants

              	
                
                  
                    14

                  

                

              
	
                (c)

              	
                Certificate

              	
                
                  
                    14

                  

                

              
	
                (d)

              	
                Releases.
                  The obligees of all Sellers shall have released Seller from all
                  such
                  Obligations pursuant to documents acceptable to Seller.

              	
                
                  14

                

              
	 	 	 
	
                ARTICLE
                  IX

              	
                COVENANTS
                  AND AGREEMENTS OF THE PARTIES AFTER CLOSING

              	
                
                  14

                

              
	
                9.1

              	
                Maintenance
                  of Records by Purchasers

              	
                
                  14

                

              
	 	 	 
	
                ARTICLE
                  X

              	
                INDEMNIFICATION

              	
                15

              
	
                10.1

              	
                Indemnification
                  by Purchasers

              	
                
                  15

                

              
	
                10.2

              	
                Notice
                  to Indemnifying Party

              	
                
                  15

                

              
	
                10.3

              	
                Third
                  Party Claims.

              	
                16

              
	
                (a)

              	
                Defense
                  by Indemnifying Party

              	
                16

              
	
                (b)

              	
                Defense
                  by Indemnified Party

              	
                17

              
	
                (c)

              	
                Dispute
                  as to Indemnification Responsibility

              	
                17

              
	
                (d)

              	
                Unauthorized
                  Settlement

              	
                18

              
	
                (e)

              	
                Computation
                  of Losses

              	
                18

              


      

       

      
        
          
          

        

        
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      TABLE
        OF CONTENTS

      
        
          
            	 	 	 
	 	 	
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                ARTICLE
                  XI

              	
                TERMINATION;
                  REMEDIES

              	
                19

              
	
                11.1

              	
                Termination
                  Without Default

              	
                19

              
	
                (a)

              	
                Mutual
                  Consent

              	
                19

              
	
                (b)

              	
                Merger

              	
                19

              
	
                11.2

              	
                Attorneys’
                  Fees

              	
                19

              
	 	 	 
	
                ARTICLE
                  XII

              	
                EXPENSES;
                  PUBLICITY

              	
                19

              
	
                12.1

              	
                Expenses
                  of Sale

              	
                19

              
	
                12.2

              	
                Publicity

              	
                19

              
	 	 	 
	
                ARTICLE
                  XIII

              	
                NOTICES

              	
                20

              
	
                13.1

              	
                Notices

              	
                20

              
	 	 	 
	
                ARTICLE
                  XIV

              	
                MISCELLANEOUS

              	
                21

              
	
                14.1

              	
                Further
                  Assurances

              	
                21

              
	
                14.2

              	
                Modifications
                  and Amendments; Waivers and Consents

              	
                21

              
	
                14.3

              	
                Entire
                  Agreement

              	
                21

              
	
                14.4

              	
                Governing
                  Law and Venue

              	
                
                  22

                

              
	
                14.5

              	
                Binding
                  Effect

              	
                
                  22

                

              
	
                14.6

              	
                Counterparts

              	
                
                  22

                

              
	
                14.7

              	
                Severability

              	
                
                  22

                

              
	
                14.8

              	
                No
                  Third-Party Rights

              	
                23

              
	
                14.9

              	
                Construction

              	
                23

              


      

       

      
        
          
          

        

        
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    THIS
      STOCK
      PURCHASE AGREEMENT, dated as of December ___, 2005, is made and entered
      into by and among Jeffrey K. Daniel, Craig L. Daniel and Edward Daniel
      (collectively, the “Purchasers”) and Omni U.S.A., Inc., a Nevada corporation
      (“Seller”), with reference to the following:

     

    A. As
      of the
      execution of this Agreement Seller owns all of the issued and outstanding shares
      of the capital stock, (the “Shares”) of Omni U.S.A., Inc., a Washington
      corporation (“Omni-Washington”), and Butler Products Corporation (“Butler”);
      (“Butler and Omni-Washington to be referred to as the “Acquired Companies”);
      and

     

    B. Purchasers
      wish to purchase the Shares from Seller, and Seller wishes to sell the Shares
      to
      Purchasers, upon the terms and conditions of this Agreement.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals and the mutual promises
      and covenants set forth herein, the parties hereby agree as
      follows:

    


    ARTICLE
      I

     

    DEFINITIONS

     

    1.1 Certain
      Defined Terms.
      When
      used in this Agreement, the following terms shall have the following
      meanings:

    


    “Affiliate”
shall
      mean, with respect to any Person, (i) a Person directly or indirectly
      controlling, controlled by or under common control with such Person or
      (ii) an officer, director, general partner or manager, or a member of the
      immediate family of an officer, director, general partner or manager, of such
      Person. For these purposes, control means the possession, direct or indirect,
      of
      the power to direct or cause the direction of the management and policies of
      a
      Person, whether through the ownership of voting securities, as trustee or
      executor, by contract or otherwise.

    


    “Agreement”
shall
      mean this Stock Purchase Agreement, including all exhibits and schedules, as
      the
      same may hereafter be amended, modified or supplemented from time to time in
      accordance with the provisions of Section 14.2.

    


    “Applicable
      Law”
shall
      mean, with respect to any Person, any domestic or foreign, Federal, state or
      local statute, law, ordinance, rule, administrative interpretation, regulation,
      order, writ, injunction, directive, judgment, decree or other requirement of
      any
      Authority applicable to such Person or any of its Affiliates or any of their
      respective properties, assets, officers, directors, general partners, managers,
      employees, consultants or agents (in connection with such officer’s, director’s,
      general partner’s, manager’s, employee’s, consultant’s or agent’s activities on
      behalf of such Person or any of its Affiliates). Applicable Law shall not
      include decisions of an Authority that are subject to appeal and are reasonably
      expected to be appealed.

    


    “Authority”
shall
      mean any governmental, regulatory or administrative body, agency or authority,
      any court or tribunal of judicial authority, any arbitrator or any public,
      private or industry regulatory authority, whether international, national,
      Federal, state or local.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Business
      Day”
shall
      mean a day other than a Saturday, Sunday or other day on which commercial banks
      in the County of Los Angeles, California are authorized or required by
      Applicable Law to close.

    


    “Closing”
shall
      mean the consummation of the transactions contemplated by this
      Agreement.

    


    “Closing
      Date”
shall
      mean the date upon which the Closing occurs.

    


    “Contracts”
of
      a
      Person shall mean all contracts, agreements, notes, indentures, bonds, options,
      leases, subleases, easements, mortgages, warranties, guaranties, plans,
      collective bargaining agreements, licenses, commitments or binding arrangements
      of any nature whatsoever, express or implied, written or unwritten, and all
      amendments thereto, entered into or binding upon that Person or to which any
      property of that Person may be subject, together with all rights to make claims
      thereunder and receive recoveries thereunder.

    


    “Effective
      Time”
shall
      mean 11:59 p.m. Los Angeles time on the Closing Date.

    


    “Licenses
      and Permits”
of
      a
      Person shall mean all licenses and permits issued to that Person or in which
      that Person has any interest (including the right to use).

    


    “Lien”
shall
      mean any lien, encumbrance, pledge, mortgage, security interest, lease, charge,
      conditional sales contract, option, restriction, reversionary interest, right
      of
      first refusal, voting trust arrangement, preemptive right, claim under bailment
      or storage contract, easement or any other adverse claim or right
      whatsoever.

    


    “Losses”
shall
      mean all damages, awards, judgments, assessments, fines, penalties, charges,
      costs, expenses and other payments, however suffered or characterized, all
      interest thereon, all costs and expenses of investigating any claim, lawsuit
      or
      arbitration and any appeal therefrom, all reasonable 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 ARTICLE X, all amounts paid incident to any compromise or
      settlement of any such claim, lawsuit or arbitration; provided, however, that
      “Losses” shall not include or take account of any concepts of multiplier
      valuation, including, without limitation, any multiplier based upon earnings,
      cash flow or book value, and that “Losses” shall not include any punitive or
      consequential damages.

    


    “Merger”
shall
      mean the merger between Omni Merger Sub, Inc., a Michigan corporation, Seller
      and Brendan Technologies, Inc., a Michigan corporation.

    


    “Order”
shall
      mean any decree, order, judgment, writ, award, injunction, rule or consent
      of or
      by an Authority.

    


    “Person”
shall
      mean any entity, corporation, company, association, joint venture, joint stock
      company, partnership, trust, organization, individual (including personal
      representatives, executors and heirs of a deceased individual), nation, state,
      government (including agencies, branches, departments, bureaus, boards,
      divisions and instrumentalities thereof), trustee, receiver or
      liquidator.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    “Purchaser
      Documents”
shall
      mean this Agreement and all other agreements, instruments and certificates
      to be
      executed and delivered by Purchasers in connection with this
      Agreement.

    


    “Seller
      Documents”
shall
      mean this Agreement and all other agreements, instruments and certificates
      to be
      executed and delivered by Seller in connection with this Agreement.

    


    “Tax”
shall
      mean any and all taxes, fees, levies, duties, tariffs and imposts (together
      with
      any and all interest penalties and additions to tax assessed with respect
      thereto) imposed by any Authority. 

    


    “Tax
      Benefit”
shall
      mean the aggregate of (a) any increased deductions or losses allowable to
      the indemnified party for federal income tax purposes in the same year or in
      a
      subsequent taxable period or reduction in income or gains for federal income
      tax
      purposes in the same year or in a subsequent taxable period, multiplied by
      the
      aggregate tax-effected marginal tax rate for the indemnified party, and
      (b) the amount of any increase in any Tax credit allowable to the
      indemnified party in the same year or in a subsequent taxable period or
      reduction in any recapture of Tax credits allowable to the indemnified party
      in
      the same year or in a subsequent taxable period, in each case determined under
      the Applicable Laws in effect on the date of payment and discounted to present
      value from the due date of the Tax Return (without extension) for the period
      in
      which such items are allowable to the date of payment of the indemnification
      amount at the prime rate of interest in effect on the date of payment as quoted
      in The Wall Street Journal.

    


    “Transfer
      Taxes”
shall
      mean all Taxes (other than Taxes measured on or by net income) incurred or
      imposed upon Seller, Purchaser, the Company or any subsidiary thereof by reason
      of the transfer of the Shares to Purchasers pursuant to this Agreement,
      including sales and use taxes, real property transfer taxes, excise taxes,
      and
      stamp, documentary, filing, recording, permit, license, registration or
      authorization duties or fees (including penalties and interest in respect of
      any
      of the foregoing).

     

    1.2 Other
      Defined Terms.
      In
      addition to those terms defined above, the following terms shall have the
      respective meanings given to them in the Sections indicated below:

     

    
      	
              Term

            	
              Section

            
	
              Indemnified
                Party

            	
              10.3

            
	
              Indemnifying
                Party

            	
              10.3

            
	
              Purchase
                Price

            	
              Section 2.2

            
	
              Purchasers

            	
              Preamble

            
	
              Shares

            	
              Preamble

            
	
              Seller
                Indemnified Parties

            	
              Section 10.2

            
	
              Seller
                

            	
              Preamble

            
	
              Third
                Party Claim

            	
              10.4

            


    

    


    1.3 Other
      Interpretive Provisions.
      References in this Agreement to “Articles,” “Sections,” “Exhibits” and
“Schedules,” shall be to the Articles, Sections, Exhibits and Schedules of this
      Agreement, unless otherwise specifically provided; any of the terms defined
      in
      this Agreement may, unless the context otherwise requires, be used in the
      singular or the plural and in any gender depending on the reference; the words
      “herein”, “hereof” and “hereunder” and words of similar import, when used in
      this Agreement, shall refer to this Agreement as a whole and not to any
      particular provision of this Agreement; and except as otherwise specified in
      this Agreement, all references in this Agreement (i) to any Person shall be
      deemed to include such Person’s permitted heirs, personal representatives,
      successors and permitted assigns; and (ii) to any agreement, any document
      or any other written instrument shall be a reference to such agreement, document
      or instrument together with all exhibits, schedules, attachments and appendices
      thereto, and in each case as amended, restated, supplemented or otherwise
      modified from time to time in accordance with the terms thereof; and
      (iii) to any law, statute or regulation shall be deemed references to such
      law, statute or regulation as the same may be supplemented, amended,
      consolidated, superseded or modified from time to time.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    ARTICLE
      II

     

    SALE
      AND PURCHASE OF SHARES

     

    2.1 Transfer
      of Shares.
      Subject
      to the terms and conditions of this Agreement, at the Closing, Seller shall
      sell, transfer and assign the Shares to each Purchaser in the guaranties set
      forth on Schedule 1 hereto) , and Purchasers shall purchase, acquire and accept
      the Shares from Seller. 

    


    2.2 Purchase
      Price and Payment Thereof.
      The
      aggregate amount (the “Purchase Price”) to be paid to Seller for the Shares
      shall be Six Hundred Seventy-Two Thousand Dollars ($672,000.00). At the Closing,
      Purchasers shall pay the entire Purchase Price to Seller by delivery of a
      Promissory Note, in the form set forth as Exhibit A hereto. 

     

    2.2 Transfer
      Taxes.
      Purchasers shall be solely responsible for the payment of any and all Transfer
      Taxes incident to the sale and transfer of the Shares contemplated
      herein.

    


    ARTICLE
      III

     

    CLOSING

     

    3.1 Time
      and Place.
      The
      Closing, which shall be effective as of the Effective Time, shall take place
      at
      the offices of Troy & Gould PC, 1801 Century Park East, 16th
      Floor,
      Los Angeles, California 90067, at 10:00 a.m. local time on the date of the
      closing of the Merger, or at such other place and time as Purchasers and Seller
      shall mutually agree in writing.

     

    3.2 Transactions
      at the Closing.
      At the
      Closing, the following shall occur, all of which shall be deemed to occur
      simultaneously:

     

    (a) Purchasers
      shall deliver the Promissory Note to the to Seller;

     

    (b) Seller
      shall deliver to Purchasers duly executed stock powers effecting the transfer
      of
      the Shares to Purchasers, in form reasonably acceptable to
      Purchasers; 

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    (c) Seller
      shall deliver to Purchasers the certificate referred to in Section 8.2(c),
      and Purchasers shall deliver to Seller the certificate referred to in
      Section 8.3(c); and

     

    (d) Seller
      shall deliver to Purchasers any and all other assignments, documents,
      instruments and conveyances requested by Purchasers to effect the consummation
      of the transactions contemplated by this Agreement and to evidence Purchasers’
interest in and title to the Shares.

    


    ARTICLE
      IV

     

    REPRESENTATIONS
      AND WARRANTIES OF SELLER

     

    


    Seller
      represents and warrants the following to Purchasers.

     

    4.1 Due
      Organization and Good Standing.
      Seller
      is a corporation duly incorporated, validly existing and in good standing under
      the Applicable Laws of its jurisdiction of organization.

     

    4.2 Authority
      to Execute and Perform Agreements.
      Seller
      has the requisite right, power and authority to enter into, execute and deliver
      this Agreement and all other Seller Documents and to transfer, convey and sell
      the Shares to Purchasers at the Closing.

     

    4.3 No
      Broker.
      No
      financial advisor, broker, finder, agent or similar intermediary has acted
      for
      or on behalf of Seller in connection with this Agreement or the transactions
      contemplated herein, and no financial advisor, broker, finder, agent or similar
      intermediary is entitled to any broker’s or finder’s or similar fee or other
      commission in respect of such transactions based on any agreement, arrangement
      or understanding with Seller or the Company.

     

    ARTICLE
      V

     

    NO
      REPRESENTATIONS AND WARRANTIES

    REGARDING
      THE ACQUIRED COMPANIES

     

    5.1 No
      Representations and Warranties as to Acquired Companies.
      Seller
      is conveying the Shares to Purchasers in an “As Is” transaction, and Seller is
      not making any representation, warranty or assurance whatsoever to Purchasers
      with respect to the Acquired Companies or their assets, liabilities, Contracts,
      operations, businesses or prospects. Further, to the fullest extent permitted
      by
      Applicable Law, Seller disclaims as to the Acquired Companies’ assets any
      implied or express warranty of merchantability, any implied or express warranty
      of fitness for any particular purpose, any implied or express warranty with
      respect to physical condition and any other warranty of any nature which may
      be
      implied by applicable statutory or judicial authority.

     

    5.2 Access
      to Books and Records.
      Purchasers acknowledge that it has conducted any and all inspections,
      investigations, interviews of management, financial and operating personnel,
      audits and analyses with respect to the Acquired Companies and their assets,
      liabilities, Contracts, operations and businesses which it has elected to make
      or obtain.

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    5.3 Independent
      Examination and Assumption of Risk.
      Purchasers further acknowledge that they are familiar with the assets,
      liabilities, operations, Contracts and business of the Acquired Companies as
      a
      result of their former ownership interest and executive positions with Seller
      and that in electing to purchase the Shares hereunder, Purchasers are relying
      exclusively upon its own independent investigations and examinations of all
      matters relating to the Acquired Companies and not upon (a) any statement
      of Seller, the Acquired Companies or any of their respective officers,
      directors, managers, employees, agents, accountants, financial advisors or
      attorneys not contained herein or (b) the genuineness, accuracy or
      completeness of any of the books and records of the Acquired Companies. Finally,
      Purchasers acknowledge that the nature of the circumstances surrounding the
      recent acquisition of the controlling interest in Seller has been such that
      Seller would not necessarily be aware of whether there exists any fact or
      circumstance which would not be discoverable by Purchasers in their
      investigations but which, if known to Purchasers, would materially affect
      Purchasers’ decision to purchase the Shares; that it is a material inducement to
      Seller’s entering into the transaction contemplated herein that it not be
      required to undertake the effort and expense of the additional investigations,
      examinations and due diligence which would be required to enable it to be aware
      of any such matters; and that, therefore, neither Seller, the Acquired Companies
      nor any other Person has made, nor are Purchasers relying upon, any
      representation or warranty whatsoever concerning the Acquired Companies or
      their
      respective assets, liabilities, Contracts, operations, businesses or prospects,
      other than the limited representations and warranties set forth in
      ARTICLE IV.

     

    5.4 Release.
      Purchasers for themselves and on behalf of all of their Affiliates, hereby
      generally, fully and irrevocably releases Seller, its agents, employees,
      Affiliates, independent contractors and other representatives from any and
      all
      claims that Purchasers or any such Affiliate may now have or hereafter acquire
      against any of them in respect of any cost, loss, liability, damage, expense,
      action or cause of action, whether foreseen or unforeseen, known or unknown,
      arising out of or related to any patent, latent or other defects in or the
      physical or environmental condition of the Owned Real Property or the property
      leased by the Acquired Companies under any real property leases. With respect
      to
      the releases and waivers set forth in this Section 5.4, Purchasers
      expressly waive the benefits of Section 1542 of the California Civil Code,
      which provides as follows: 

    


    “A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in his favor at the time of executing the release, which if known by
      him
      must have materially affected his settlement with the debtor.”

    


    Purchasers
      have been advised by its legal counsel and understands the significance of
      this
      waiver of Section 1542 relating to unknown, unsuspected and concealed
      claims. By its initials below, Purchaser acknowledges that it fully understands,
      appreciates, and accepts all of the terms of this Section 5.4.

    
      	 	 	 
	
              ________________

              Purchaser
                Initials

            	
              _______________

              Purchaser
                Initials

            	
              ________________

              Purchaser
                Initials

            
	 	 	 


    

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    5.5 Purchasers
      acknowledge that the Shares were pledged to and are in the physical custody
      of
      Textron Financial Corporation as consideration for the Loan and Security
      Agreement dated as of August 2, 2004.

     

    5.6 Survival.
      The
      provisions of this Article V shall survive the Closing
      indefinitely.

    


    ARTICLE
      VI

     

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASERS

    


    Each
      Purchaser represents and warrants to Seller that:

     

    6.1 Investment
      Representation.
      Purchaser will acquire the Shares solely for its own account for investment
      and
      not with a view toward any resale or distribution thereof. Each Purchaser agrees
      that the Shares may not be sold, transferred, offered for sale, pledged,
      hypothecated or otherwise disposed of without registration under the Securities
      Act of 1993, except pursuant to an exemption from such registration available
      under such Act, and without compliance with foreign securities laws, in each
      case, to the extent applicable. Each Purchaser has such knowledge and experience
      in financial and business matters that it is capable of evaluating the merits
      and risks of its purchase of the Shares.

     

    6.2 No
      Purchaser Knowledge of Misrepresentation.
      No facts
      or circumstances are believed by Purchasers to exist which, if within Seller’s
      knowledge, would constitute a breach of any representation, warranty or covenant
      of Seller set forth in this Agreement or any Seller Document.

     

    6.3 No
      Broker.
      No
      broker, finder, agent or similar intermediary has acted for or on behalf of
      Purchasers in connection with this Agreement or the transactions contemplated
      hereby, and no broker, finder, agent or similar intermediary is entitled to
      any
      broker’s, finder’s, or similar fee or other commission in connection therewith
      based on any agreement, arrangement or understanding with Purchasers or any
      action taken by Purchasers.

    


    ARTICLE
      VII

     

    COVENANTS
      AND AGREEMENTS OF THE PARTIES

    EFFECTIVE
      PRIOR TO CLOSING

     

    7.1 Cooperation;
      Consents.
      Prior to
      the Closing Date, each party shall cooperate with the other to the end that
      the
      parties shall (a) in a timely manner make all necessary filings with, and
      conduct negotiations with, all Authorities and other Persons the consent or
      approval of which, or a License or Permit from which, is required for the
      consummation of the transactions contemplated herein and (b) provide to
      each other party such information as the other party may reasonably request
      in
      order to enable it to prepare such filings and to conduct such negotiations.
      The
      parties shall also use their respective best efforts to expedite the review
      process and to obtain all such necessary consents, approvals, licenses and
      permits as promptly as practicable. All such notices and requests for third
      party (i.e., non-Authority) approvals shall seek the complete release of Seller
      and its post-closing Affiliates from any and all liability to the third party.
      Purchasers shall assume and bear the risk and consequences of (including, but
      not limited to, any claims by any third party for breach of contract), and
      shall
      indemnify and hold harmless Seller and its post-Closing Affiliates from and
      against, any and all Losses incurred, suffered by or claimed against them
      directly or indirectly as a result of, based upon or arising from any failure
      to
      obtain any required approvals of third parties in connection with the
      transactions contemplated by this Agreement, and in no event shall the failure
      to obtain any such approvals excuse Purchasers from their obligations to effect
      the Closing. Purchasers shall bear all costs and expenses (including fees paid
      to Authorities) incurred to obtain such consents, approvals, licenses and
      permits.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    7.2 Preservation
      of Business.
      From the
      date hereof through the Closing Date, Seller shall cause the Company to conduct
      its business only in the ordinary course and consistent with its prior
      practices.

     

    7.3 Release
      of Guarantees, etc.
      Before
      and, if necessary, after the Closing, Purchasers shall cooperate with Seller
      in
      seeking to have Seller and their Affiliates released from all guarantees,
      indemnities and other liabilities that Seller or any such Affiliate has given
      or
      incurred in respect of the indebtedness or obligations of Omni-Washington and
      Butler (the “Parent Obligations”). In this regard Purchasers shall use
      commercially reasonable efforts to substitute, as of the Closing Date,
      Purchasers or any of its Affiliates (or such other Person as may be acceptable
      to the obligee thereunder) for Seller or its Affiliates as a party to each
      such
      guaranty, indemnity or other arrangement and to cause Seller and their
      Affiliates to be forever released from all liability in respect thereof. From
      and after the Closing, Purchasers shall be responsible for, and shall indemnify
      Seller and all other Seller Indemnified Parties from and against, all Losses
      incurred by Seller and such other Seller Indemnified Parties or their insurers
      under any such guaranty, indemnity or other arrangement.

     

    ARTICLE
      VIII

     

    CONDITIONS
      PRECEDENT TO CLOSING

     

    8.1 Conditions
      Precedent to the Obligation of All Parties to Close.
      The
      obligations of Seller and Purchasers to consummate the transactions contemplated
      hereby shall be subject to the fulfillment, at or prior to the Closing, of
      all
      of the conditions set forth below:

     

    (a) No
      Action or Proceeding.
      No
      preliminary or permanent injunction or other Order nor any Applicable Law shall
      be in effect enjoining or otherwise materially impairing the consummation of
      the
      transactions contemplated by this Agreement.

     

    (b) Merger.
      The
      Merger shall have closed.

     

    (c) Closing
      Transactions.
      All of
      the transactions required under Section 3.2 shall have
      occurred.

     

    8.2 Conditions
      Precedent to the Obligation of Purchasers to Close.
      The
      obligation of Purchasers to consummate the transactions contemplated hereby
      shall be subject to the fulfillment, at or before the Closing Date, of the
      following conditions:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of Seller contained in this Agreement and in
      any
      Seller Document that are qualified by materiality shall be true and correct
      as
      of the Closing Date, and the representations and warranties of Seller contained
      in this Agreement that are not so qualified shall be true and correct in all
      material respects as of the Closing Date, in each case as if made as of the
      Closing Date (other than such representations and warranties as are made as
      of
      another date, which shall be true and correct as of such date), except for
      changes permitted or contemplated by this Agreement.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    (b) Covenants.
      The
      covenants and agreements contained in this Agreement to be complied with by
      Seller at or before the Closing shall have been complied with in all material
      respects. 

     

    (c) Certificate.
      Seller
      shall have delivered to Purchasers a certificate to the effect of
      Sections 8.2(a) and (b) signed by Seller and addressed to Purchases and
      their lenders.

     

    (d) Intellectual
      Property.
      All
      intellectual property owned by Seller prior to the Effective Time shall have
      been transferred to Omni-Washington or Butler pursuant to documents reasonably
      acceptable to Purchasers.

     

    8.3 Conditions
      Precedent to the Obligation of Seller to Close.
      The
      obligation of Seller to consummate the transactions contemplated hereby shall
      be
      subject to the fulfillment, at or before the Closing Date, of the following
      conditions:

     

    (a) Representations
      and Warranties.
      The
      representations and warranties of Purchasers contained in this Agreement and
      any
      Purchaser Document that are qualified by material adverse effect shall be true
      and correct as of the Closing Date, and the representations and warranties
      of
      Purchasers contained in this Agreement that are not so qualified shall be true
      and correct in all material respects as of the Closing Date, in each case as
      if
      made as of the Closing Date (other than such representations and warranties
      as
      are made as of another date, which shall be true and correct as of such date),
      except for changes permitted or contemplated by this Agreement. 

     

    (b) Covenants.
      The
      covenants and agreements contained in this Agreement to be complied with by
      Purchasers at or before the Closing shall have been complied with in all
      material respects. 

     

    (c) Certificate.
      Purchasers shall have delivered to Seller a certificate to the effect of
      Sections 8.3(a) and (b) signed by Purchasers and addressed to
      Seller.

     

    (d) Releases.
      The
      obligees of all Sellers shall have released Seller from all such Obligations
      pursuant to documents acceptable to Seller.

    


    ARTICLE
      IX

     

    COVENANTS
      AND AGREEMENTS OF THE PARTIES AFTER CLOSING

     

    9.1 Maintenance
      of Records by Purchasers.
      In order
      to facilitate the resolution of any claims relating to the Company or its
      business made against or incurred by Seller or any of its Affiliates prior
      to
      the Closing or arising out of facts or circumstances in existence prior to
      the
      Closing, for a period of seven (7) years after the Closing, Purchasers shall
      (i) retain, or cause the Company to retain, the books and records of the
      Company relating to periods prior to the Closing in a manner reasonably
      consistent with their past practices and (ii) upon reasonable notice,
      afford the officers, employees and authorized agents and representatives of
      Seller and its Affiliates and successors-in-interest reasonable access to all
      such books and records during normal business hours (including the right, at
      their expense, to make photocopies thereof).

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    ARTICLE
      X

     

    INDEMNIFICATION

     

    10.1 Indemnification
      by Purchasers.
      Each
      Purchaser shall indemnify defend and hold harmless Seller, each of Seller’s
      Affiliates, assigns and successors in interest, and each of their respective
      stockholders, members, partners, directors, officers, managers, employees,
      agents, attorneys and representatives (collectively, the “Seller Indemnified
      Parties”), 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 (a) any breach
      of any representation, warranty, covenant or agreement of Purchasers contained
      in this Agreement or in any other Purchaser Document, (b) the operations of
      Butler and Omni-Washington before and after the Closing Date. (c) any claim
      that
      the transaction contemplates herein were improper or invalid, and (d) the
      enforcement by any Seller Indemnified Party of any of its rights under this
      Section 10.1 or any other indemnification covenant contained in this
      Agreement or any other Purchaser Document.

     

    10.2 Notice
      to Indemnifying Party.
      Any
      party (the “Indemnified Party”) seeking indemnification pursuant to this
      Agreement shall promptly give the party from whom such indemnification is sought
      (the “Indemnifying Party”) written notice of the matter with respect to which
      indemnification is being sought, 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 or indemnification obligation.
      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
      such prompt notice shall not adversely affect the Indemnified Party’s right to
      indemnification hereunder unless, in the case of a claim made by a third party,
      the defense of that claim is materially prejudiced by such failure. 

     

    10.3 Third
      Party Claims.

     

    (a) Defense
      by Indemnifying Party.
      In
      connection with any indemnification claim arising out of a claim or legal
      proceeding (a “Third Party Claim”) 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 Third Party
      Claim (a) if it acknowledges to the Indemnified Party in writing its
      obligations to indemnify the Indemnified Party with respect to all elements
      of
      such Third Party Claim (subject to any limitations on such liability contained
      in this Agreement). If the Indemnifying Party assumes the defense of any such
      Third Party Claim, 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. The Indemnified Party shall
      be
      entitled to participate in (but not control) the defense of any such Third
      Party
      Claim, with its counsel and at its own expense. If the Indemnifying Party
      assumes the defense of any such Third Party Claim, the Indemnifying Party shall
      take all steps necessary to pursue the resolution thereof in a prompt and
      diligent manner, and the Indemnified Party shall cooperate with the Indemnifying
      Party in such defense and make available to the Indemnifying Party all
      witnesses, pertinent records, materials and information in the Indemnified
      Party’s possession or its control relating thereto as are reasonably required by
      the Indemnifying Party, without cost to the Indemnifying Party. The Indemnifying
      Party shall be entitled to consent to a settlement of, or the stipulation of
      any
      judgment arising from, any such Third Party Claim, 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 (a) 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), (b) in the case of a
      settlement, the settlement is conditioned upon a complete release by the
      claimant of the Indemnified Party and (c) 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. Notwithstanding the foregoing,
      however, Seller, if it is the Indemnified Party, shall in all cases be entitled
      to control of the defense of any such action if it (a) may result in
      liabilities which, taken with other then existing claims by the Seller
      Indemnified Parties under this ARTICLE X, would not be fully indemnified
      hereunder, or (b) may have an adverse impact on the operations or the
      financial condition of Seller or any of its Affiliates (including an effect
      on
      the tax liabilities, earnings or ongoing business relationships of Seller or
      any
      of its Affiliates thereafter) even if the Indemnifying Party pays all
      indemnification amounts in full.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (b) Defense
      by Indemnified Party.
      If the
      Indemnifying Party acknowledges in writing its obligation to indemnify the
      Indemnified Party with respect to such Third Party Claim but declines to assume
      and control the defense thereof or fails to give notice of its intention to
      do
      so to the Indemnified Party within 30 days after its receipt of notice of such
      Third Party Claim from the Indemnified Party, the Indemnified Party shall assume
      and control the defense of such Third Party Claim; the Indemnifying Party shall
      cooperate with the Indemnified Party in such defense and make available to
      the
      Indemnified Party, at the Indemnifying Party’s expense, all such witnesses,
      records, materials and information in the Indemnifying Party’s possession or
      under its control relating thereto as are reasonably required by the Indemnified
      Party; and the Indemnifying Party shall be permitted to join in the defense
      of
      such Third Party Claim and employ counsel at its expense. No such Third Party
      Claim may be settled by the Indemnified Party without the prior written consent
      of the Indemnifying Party, which shall not be unreasonably
      withheld.

     

    (c) Dispute
      as to Indemnification Responsibility.
      If the
      Indemnifying Party does not acknowledge in writing its obligation to indemnify
      the Indemnified Party with respect to such Third Party Claim, the Indemnified
      Party may assume and control the defense thereof and the Indemnifying Party
      shall cooperate with the Indemnified Party in such defense and make available
      to
      the Indemnified Party, at the Indemnified Party’s expense, all such witnesses,
      records, materials and information in the Indemnifying Party’s possession or
      under its control relating thereto as are reasonably required by the Indemnified
      Party. The Indemnifying Party shall be permitted to join in the defense of
      such
      Third Party Claim and employ counsel at its expense. No such Third Party Claim
      may be settled by either party without the prior written consent of the other
      party, which shall not be unreasonably withheld. In the event that it is
      ultimately determined that the Indemnified Party is not entitled to indemnity
      hereunder with respect to such Third Party Claim, the Indemnifying Party shall
      have no liability to the Indemnified Party with respect to any Losses relating
      thereto. In the event that it is ultimately determined that the Indemnified
      Party is entitled to indemnity hereunder with respect to such Third Party Claim,
      the Indemnifying Party shall be liable to the Indemnified Party for all Losses
      sustained by the Indemnified Party relating thereto; provided, however, that
      in
      the event that a settlement offer solely for money damages is made by the Third
      Party Claimant, and the Indemnifying Party notifies the Indemnified Party in
      writing of the Indemnifying Party’s willingness to accept the settlement offer
      and pay the amount called for by such offer in the event that it is ultimately
      determined that the Indemnified Party is entitled to indemnity hereunder with
      respect to such Third Party Claim, and the Indemnified Party declines to accept
      such offer, the liability, if any, of the Indemnifying Party hereunder shall
      be
      limited to the lesser of (i) the amount of the settlement offer that the
      Indemnified Party declined to accept or (ii) the aggregate Losses of the
      Indemnified Party with respect to such claim.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    (d) Unauthorized
      Settlement.
      If the
      Indemnified Party settles any Third Party Claim without the consent of the
      Indemnifying Party in contravention of any of the provisions of this
      Section 10.4, the Indemnified Party shall not be entitled to indemnity
      hereunder with respect to such Third Party Claim.

     

    (e) Computation
      of Losses.
      For
      purposes of calculating any Losses suffered by an Indemnified Party pursuant
      to
      Sections 10.1 or 10.2, or under any other specific indemnification covenant
      contained in this Agreement, the amount of the Losses suffered by the
      Indemnified Party shall be the net amount of costs, expenses, losses or damages
      so suffered after giving effect to (i) any insurance proceeds recoverable
      with respect to the indemnified matter, (ii) any Tax Benefits attributable
      to such Losses and (iii) any other expenditures no longer required to be
      made by the Indemnified Party as a result of such indemnified matter. Each
      Loss
      shall bear interest at a fluctuating rate of interest equal to the prime rate
      (as published in the Wall Street Journal) from the date incurred to the date
      the
      indemnification payment with respect thereto is made.

     

    ARTICLE
      XI

     

    TERMINATION;
      REMEDIES

     

    11.1 Termination
      Without Default.
      Anything
      herein to the contrary notwithstanding, this Agreement and the transactions
      contemplated by this Agreement may be terminated only as follows (and in no
      other manner):

     

    (a) Mutual
      Consent.
      By the
      mutual consent in writing of the parties.

     

    (b) Merger.
      The
      Merger does not close.

     

    11.2 Attorneys’
      Fees.
      If
      Seller or Purchasers bring an action against the other by reason of any alleged
      breach of any covenant, provision or condition hereof, or otherwise arising
      out
      of this Agreement, the unsuccessful party shall pay to the prevailing party
      all
      reasonable attorneys’ fees and costs incurred by the prevailing party, in
      addition to any other relief to which it may be entitled.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    ARTICLE
      XII

     

    EXPENSES;
      PUBLICITY

     

    12.1 Expenses
      of Sale.
      Purchasers shall bear all direct expenses incurred in connection with the
      negotiation and preparation of this Agreement and the other Seller Documents
      or
      Purchaser Documents, as the case may be.

     

    12.2 Publicity.
      Up to
      the Effective Time, no publicity release or announcement concerning this
      Agreement or the transactions contemplated herein shall be issued without
      advance written approval of the form and substance thereof by Purchasers and
      Seller (which approval shall not be unreasonably withheld or delayed); provided,
      however, that such restrictions shall not apply to any disclosure required
      by
      Authorities, Applicable Law or the rules of any securities exchange which may
      be
      applicable. For a period of ten (10) days after the Closing Date, the parties
      shall consult with each other before issuing any press release or public
      statement with respect to this Agreement or the transactions contemplated
      hereby, and, except as may be required by Applicable Law or the rules of any
      securities exchange which may be applicable, will not issue any such press
      release or public statement prior to such consultation. 

     

    ARTICLE
      XIII

     

    NOTICES

     

    13.1 Notices.
      All
      notices, requests and other communications hereunder shall be in writing and
      shall be delivered by courier or other means of personal service (including
      by
      means of a nationally recognized courier service or professional messenger
      service), or sent by telex or telecopy or mailed first class, postage prepaid,
      by certified mail, return receipt requested, in all cases addressed
      to:

     

    
      	
              Purchasers:
                

            	
              c/o
                Asia Capital, Inc

              7502
                Mesa Road

              Houston,
                Texas 77020

              Attn:
                Jeffrey Daniel

              Fax:
                713-635-6360

            
	 	 
	
              With
                a copy to:

            	
              Michael
                Zahorik, Esq.

              520
                S. Snowmass Circle

              Superior
                CO 80027

              Fax:
                (720) 304-2623

            
	 	 
	
              Seller:

            	
              John
                Dunn

              Research
                Center Plaza

              1236
                Rutherford Road, Suite 107

              Carlsbad,
                CA 92008

            
	 	 
	
              With
                a copy to:

            	
              David L.
                Ficksman

              Troy
                & Gould PC

              1801
                Century Park East, 16th
                Floor

              Los
                Angeles, CA 90067

              Fax:
                (310) 789-1490

            


    

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    All
      notices, requests and other communications shall be deemed given on the date
      of
      actual receipt or delivery as evidenced by written receipt, acknowledgement
      or
      other evidence of actual receipt or delivery to the address specified above.
      In
      case of service by telecopy, a copy of such notice shall be personally delivered
      or sent by registered or certified mail, in the manner set forth above, within
      three (3) Business Days thereafter. Any party hereto may from time to time
      by
      notice in writing served as set forth above designate a different address or
      a
      different or additional Person to which all such notices or communications
      thereafter are to be given.

    


    ARTICLE
      XIV

     

    MISCELLANEOUS

     

    14.1 Further
      Assurances.
      Each of
      the parties shall use its reasonable and diligent best efforts to proceed
      promptly with the transactions contemplated hereby, to fulfill the conditions
      precedent for such party’s benefit or to cause the same to be fulfilled and to
      execute such further documents and other papers and perform such further acts
      as
      may be reasonably required or desirable to carry out the provisions hereof
      and
      the transactions contemplated hereby.

     

    14.2 Modifications
      and Amendments; Waivers and Consents.
      At any
      time prior to the Closing Date or termination of this Agreement, all of the
      parties hereto may, in writing, amend or modify this Agreement, extend the
      time
      for the performance of any of the obligations or other acts hereunder, waive
      any
      inaccuracies in the representations and warranties contained herein or in any
      other agreement or document delivered in connection herewith, or waive
      compliance with any of the covenants or agreements contained herein; provided,
      however, that no such waiver shall operate as a waiver of, or estoppel with
      respect to, any subsequent or other failure. Whenever this Agreement requires
      or
      permits a waiver or consent by or on behalf of any party hereto, such waiver
      or
      consent shall be given in writing.

     

    14.3 Entire
      Agreement.
      This
      Agreement (including any exhibits hereto, the Seller Disclosure Schedule and
      the
      Purchaser Disclosure Schedule) and the agreements, documents and instruments
      to
      be executed and delivered pursuant hereto or thereto or in connection herewith
      or therewith are intended to embody the final, complete and exclusive agreement
      among the parties with respect to the purchase of the Shares and related
      transactions; are intended to supersede all prior agreements, understandings
      and
      representations written or oral, with respect thereto; and may not be
      contradicted by evidence of any such prior or contemporaneous agreement,
      understanding or representation, whether written or oral.

     

    14.4 Governing
      Law and Venue.
      This
      Agreement is to be governed by and construed in accordance with the Applicable
      Laws of the State of California pertaining to contracts made and to be performed
      wholly within such State, and without regard to the conflicts of laws principles
      thereof. Any suit brought hereon, whether in contract, tort, equity or
      otherwise, shall be brought in the state or federal courts sitting in the County
      of Los Angeles, California, the parties hereto hereby waiving any claim or
      defense that such forum is not convenient or proper. Each party hereby agrees
      that any such court shall have in personam jurisdiction over it, consents to
      service of process in any manner prescribed in ARTICLE XII or in any other
      manner authorized by California law, and agrees that a final judgment in any
      such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner specified by
      Applicable Law.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    14.5 Binding
      Effect.
      This
      Agreement and the rights, covenants, conditions and obligations of the
      respective parties hereto and any instrument or agreement executed pursuant
      hereto shall be binding upon the parties and their respective successors,
      assigns and legal representatives. Neither this Agreement, nor any rights or
      obligations of any party hereunder, may be assigned by Seller or Purchasers
      without the prior written consent of the other party hereto.

     

    14.6 Counterparts.
      This
      Agreement may be executed simultaneously in any number of counterparts, each
      of
      which shall be deemed an original of the party or parties who executed such
      counterpart but all of which together shall constitute one and the same
      instrument. In making proof of this Agreement it shall not be necessary to
      produce or account for more than one counterpart evidencing execution by each
      party hereto.

     

    14.7 Severability.
      In the
      event that any provision or any part of any provision of this Agreement shall
      be
      void or unenforceable for any reason whatsoever, then such provision shall
      be
      stricken and of no force and effect. However, unless such stricken provision
      goes to the essence of the consideration bargained for by a party, the remaining
      provisions of this Agreement shall continue in full force and effect, and to
      the
      extent required, shall be modified to preserve their validity.

     

    14.8 No
      Third-Party Rights.
      Nothing
      in this Agreement, whether express or implied, is intended to confer any rights
      or remedies under or by reason of this Agreement on any Persons other than
      the
      parties to it, each Indemnified Party, and their respective successors and
      assigns, nor is anything in this Agreement intended to relieve or discharge
      the
      obligation or liability of any third Persons to any party to this Agreement,
      nor
      shall any provision give any third Persons any right of subrogation over or
      action against any party to this Agreement.

     

    14.9 Construction.
      The
      language in all parts of this Agreement shall in all cases be construed simply,
      according to its fair meaning, and not strictly for or against any of the
      parties hereto. Without limitation, there shall be no presumption against any
      party on the ground that such party was responsible for drafting this Agreement
      or any part thereof, and any rule of law, including, but not limited to,
      Section 1654 of the California Civil Code, or any legal decision that would
      require interpretation of any claimed ambiguities in this Agreement against
      the
      party that drafted it has no application and is expressly waived.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

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

    
      	 	 	 
	 	SELLER:
	 	 
	 	OMNI U.S.A., INC. 
	 	
              a
                Nevada Corporation 

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
              John R. Dunn, II
	 	
              Title:
                Chairman

            


    

    
      
        	
              	 	 
	 	PURCHASERS:
	 
 	 
      
                 	 
 
	 	 	 
	 	
                
Jeffrey
                K. Daniel
	 	
                 

              


      

      
        	
              	 	 
	 
 	 
      
                 	 
 
	 	 	 
	 	
                
Edward
                Daniel
	 


      

    

    
      
        	
              	 	 
	 
 	 
      
                 	 
 
	 	 	 
	 	
                
Craig
                L. Daniel
	 


      

       

    

    
      
        
        

      

      
        -17-