SHARE EXCHANGE AGREEMENT

      SHARE EXCHANGE AGREEMENT, dated as of July 29, 2005 (the "Agreement"), by
and among BONGIOVI ENTERTAINMENT, INC., a Nevada corporation ("Purchaser") and
REFUEL AMERICA, INC., a Delaware corporation, (the "Company"), and each of the
shareholders of the Company set forth on the signature page hereof
(collectively, the "Sellers").

                                   WITNESSETH

      WHEREAS, the Company is in possession of certain intellectual property
related to the treatment of fuel to create clean burning, high performance fuel,
and

      WHEREAS, the Sellers desire to sell to Purchaser and the Purchaser desires
to purchase from the Sellers, the Shares in exchange for 28,135,033 shares of
common stock of the Purchaser and upon the terms and conditions hereinafter set
forth; and

      WHEREAS, certain terms used in this Agreement are defined in Article 1;
and

      WHEREAS, it is intended that the Acquisition shall qualify for United
States federal income tax purposes as a reorganization within the meaning of
Section 368 of the Internal Revenue Code of 1986, as amended.

      NOW THEREFORE in consideration of the premises and the mutual covenants,
agreements, representations and warranties contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

                                   ARTICLE 1.
                         DEFINITIONS AND INTERPRETATION

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

(a)   "Affiliates" shall mean, with respect to any Person, any and all other
      Persons that control, are controlled by, or are under common control with,
      such Person. For purposes of the foregoing, "control" of a Person shall
      mean direct or indirect ownership of 50% or more of the securities or
      other interests of such Person having by their terms ordinary voting power
      to elect or appoint a majority of the board of directors or others
      performing similar functions with respect to such Person.

(b)   "Acquisition" means the Acquisition, at the Closing, of the Company by
      Purchaser pursuant to this Agreement;

(c)   "Acquisition Shares" means the 28,135,033 Purchaser Common Shares to be
      issued to the Sellers at Closing pursuant to the terms of the Acquisition;

(d)   "Business Day" shall mean any day other than Saturday, Sunday and any day
      on which banking institutions in the United States are authorized by law
      or other governmental action to close;


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(e)   "Closing Date" means the day on which all conditions precedent to the
      completion of the transactions contemplated hereby have been satisfied or
      waived;

(f)   "Claim Notice" means written notification pursuant to Section 9.3 of a
      Third Party Claim as to which indemnity under Section 9.1 is sought by an
      Indemnified Party.

(g)   "Code" means the Internal Revenue Code of 1986, as amended, and the rules
      and regulations promulgated thereunder.

(h)   "Contract" shall mean an agreement, written or oral, between the Company
      and any other Person which obligates either the Company or such other
      Person to do or not to do a particular thing.

(i)   "Election Notice" means a written notice provided by the Sellers or
      Purchaser, as the case may be, in respect of a Tax Claim to the effect
      that it elects to contest, and to control the defense or prosecution of,
      such Tax Claim as provided in this Agreement.

(j)   "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      amended.

(k)   "ERISA Affiliate" shall mean any entity that would be deemed to be a
      "single employer" with the Company under Section 414(b), (c), (m) or (o)
      of the Code or Section 4001 of ERISA.

(l)   "Environmental Liabilities" means any cost, damages, expense, liability,
      obligation, or other responsibility arising from or under (a) any
      Environmental Law and consisting of or relating to (i) any environmental
      matters or conditions (including on-site or off-site contamination and
      environmental regulation of chemical substances or products); (ii) fines,
      penalties, judgments, awards, settlements, legal or administrative
      proceedings, out-of-pocket damages and necessary and required response,
      investigative, remedial, or inspection costs and expenses arising under
      Environmental Law; (iii) financial responsibility under Environmental Law
      for clean-up costs or corrective action, including any necessary and
      required investigation, clean-up, removal, containment, or other
      remediation or response actions required by Environmental Law and for any
      natural resource damages; or (iv) any other compliance, corrective,
      investigative, or remedial measures required under Environmental Law; or
      (b) any common law causes of action, including, but not limited to,
      negligence, trespass or nuisance, based on violation by the Company of
      Environmental Laws, releases by the Company of Hazardous Materials or
      actions or omissions by the Company that expose others to Hazardous
      Materials. The terms "removal," "remedial," "response action", and
      "release" shall have the meanings provided for such terms under, and shall
      include the types of activities covered by, the United States
      Comprehensive Environmental Response, Compensation, and Liability Act, 42
      U.S.C. Section 9601 et seq., as amended ("CERCLA").

(m)   "Environmental Laws" shall mean all federal, state and local Laws relating
      to public health, or to pollution or protection of the environment
      (including, without limitation, ambient air, surface water, groundwater,
      land surface or subsurface strata) including, without limitation, the
      Clean Air Act, as amended, CERCLA, the Resource Conservation and Recovery
      Act of 1976, as amended ("RCRA"), the Toxic Substances Control Act, the
      Federal Water Pollution Control Act, as amended, the Safe Drinking Water
      Act, as amended, the Hazardous Materials Transportation Act, as amended,
      the Oil Pollution Act of 1990, any state Laws implementing the foregoing
      federal Laws, and all other Laws relating to or regulating (i) emissions,
      discharges, releases, or cleanup of pollutants, contaminants, chemicals,
      polychlorinated biphenyls (PCB's), oil and gas exploration and production
      wastes, brine, solid wastes, or toxic or Hazardous Materials or wastes
      (collectively, the "Polluting Substances"), (ii) the generation,
      processing, distribution, use, treatment, handling, storage, disposal, or
      transportation of Polluting Substances, or (iii) environmental
      conservation or protection. References in this Agreement to Environmental
      Laws existing or in effect as of a particular date shall include written
      administrative interpretations and policies then existing or in effect.


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(n)   "Environmental Permit" means any federal, state, local, provincial, or
      foreign permits, licenses, approvals, consent or authorizations required
      by any Governmental or Regulatory Authority under or in connection with
      any Environmental Law and includes any and all orders, consent orders or
      binding agreements issued or entered into by a Governmental or Regulatory
      Authority under any applicable Environmental Law.

(o)   "Governmental or Regulatory Authority" shall mean any federal, state,
      regional, municipal or local court, legislative, executive, Native
      American or regulatory authority or agency, board, commission, department
      or subdivision thereof.

(p)   "Hazardous Activity" means the distribution, generation, handling,
      importing, management, manufacturing, processing, production, refinement,
      release, storage, transfer, transportation, treatment, or use (including
      any withdrawal or other use of groundwater) of Hazardous Materials in, on,
      under, about, or from the Company's facilities or any part thereof into
      the environment.

(q)   "Hazardous Materials" means (i) any petroleum or petroleum products,
      radioactive materials, asbestos in any form that is, or that is likely to
      become, friable, urea formaldehyde foam insulation and transformers or
      other equipment that contain dielectric fluid containing levels of
      polychlorinated biphenyls (PCBs), or (ii) any chemicals, materials,
      substances or wastes which are now or hereafter become defined as or
      included in the definition of "hazardous substances," "hazardous wastes,"
      "hazardous materials," "extremely hazardous wastes," "restricted hazardous
      wastes," "toxic substances," "toxic pollutants" or words of similar
      import, under any applicable Environmental Law.

(r)   "Indemnified Party" means any Person entitled to indemnification under any
      provision of Article 9.

(s)   "Indemnifying Party" means any Person obligated to provide indemnification
      under any provision of Article 9.

(t)   "Law" shall mean any federal, state, county, or local laws, statutes,
      regulations, rules, codes, ordinances, orders, decrees, judgments or
      injunctions enacted, adopted, issued or promulgated by any Governmental or
      Regulatory Authority, from time to time.


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<PAGE>


(u)   "Lien" shall mean any mortgage, deed of trust, pledge, lien, claim,
      security interest, covenant, restriction, easement, preemptive right, or
      any other encumbrance or charge of any kind.

(v)   "Material Contract" shall have the meaning set forth in Section 3.14.

(w)   "Material Adverse Effect" shall mean any material adverse effect on the
      business or financial condition of the Company;

(x)   "Order" shall mean any writ, judgment, decree, injunction or similar order
      of any Governmental or Regulatory Authority (in each such case whether
      preliminary or final).

(y)   "Patent Royalty Agreement" shall mean that certain Royalty Agreement
      between the Company and Ian Williamson and Clifford Hazel, dated as of the
      date hereof, the form of which is included on Schedule 3.13.

(z)   "Place of Closing" means the offices of Sichenzia Ross Friedman Ference
      LLP, or such other place as Purchaser and the Sellers may mutually agree
      upon;

(aa)  "Permitted Lien" shall mean: (a) liens created under any Lease, except any
      lien arising as a result of any failure to timely make any payment or
      failure to perform any other obligation or other default under such Lease;
      (b) liens for Taxes that are not yet due and payable or that are being
      contested in good faith by appropriate proceedings; (c) mechanics,
      materialmen's, landlords', carriers', warehousemen's, and other liens
      imposed by law incurred in the ordinary course of business; (d) zoning
      restrictions, land use regulations, declarations, reservations,
      provisions, covenants, conditions, waivers, restrictions on the use of
      property and third party easements, rights of way, leases or similar
      matters that are recorded in the county records where the effected
      property is located and do not prohibit the use of the property as
      currently used; (e) the absence of executed rights of way or easements, or
      a defect in any executed right of way or easement, where such rights have
      been or can be otherwise obtained through a proceeding under prescription
      or other operation of law; (f) deposits or pledges to secure obligations
      under worker's compensation, social security or similar laws, or under
      unemployment insurance; (g) deposits or pledges to secure bids, tenders,
      contracts (other than contracts for the payment of money), leases,
      statutory obligations, surety and appeal bonds, performance bonds and
      other obligations of like nature arising in the ordinary course of the
      Company's business and made, created or arising prior to the Closing Date;
      (h) leases or subleases granted by or to others; and (i) precautionary
      Uniform Commercial Code financing statements regarding operating leases
      which leases are either disclosed pursuant to Article 3 hereof or no
      longer in effect.

(bb)  "Person" shall mean an individual, partnership, joint venture, trust,
      corporation, limited liability company or other legal entity or
      Governmental or Regulatory Authority.


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(cc)  "Post-Closing Period" means any taxable period or portion thereof
      beginning after the Closing Date. If a taxable period begins on or before
      the Closing Date and ends after the Closing Date, then the portion of the
      taxable period that begins on the day following the Closing Date shall
      constitute a Post-Closing Period.

(dd)  "Pre-Closing Period" means any taxable period or portion thereof that is
      not a Post-Closing Period.

(ee)  "Purchaser Material Adverse Effect" shall mean any material adverse effect
      on the business or financial condition of the Purchaser;

(ff)  "Remedial Action" shall mean any removal, remediation, response, clean up
      or other corrective action to respond to, remove or otherwise address any
      Environmental Liability

(gg)  "Shares" means all of the issued and outstanding shares of common stock
      and Membership Interests of the Company as defined in Section 3.3.

(hh)  "Subscription Agreements" means each of the agreements between the Company
      and the Sellers, pursuant to which the Company issued Shares to the
      Sellers.

(ii)  "Taxes" shall mean any and all taxes, charges, fees, levies or other
      assessments, including, without limitation, all net income, gross income,
      gross receipts, excise, stamp, real or personal property, ad valorem,
      withholding, estimated, social security, unemployment, occupation, use,
      sales, service, service use, license, net worth, payroll, franchise,
      severance, transfer, recording or other taxes, assessments or charges
      imposed by any Governmental or Regulatory Authority, whether computed on a
      separate, consolidated, unitary, combined or other basis, and in each case
      such term shall include any interest, penalties, or additions to tax
      attributable thereto.

(jj)  "Tax Return" shall mean any return, report or similar statement required
      to be filed with respect to any Tax (including any attached schedules),
      including, without limitation, any information return, claim for refund,
      amended return or declaration of estimated Tax and including any return of
      an affiliated, combined or unitary group.

Any other terms defined within the text of this Agreement will have the meanings
so ascribed to them.

      1.2 Captions and Section Numbers. The headings and section references in
      this Agreement are for convenience of reference only and do not form a
      part of this Agreement and are not intended to interpret, define or limit
      the scope, extent or intent of this Agreement or any provision thereof.

      1.3 Section References and Schedules. Any reference to a particular
      "Article", "Section", "paragraph", "clause" or other subdivision is to the
      particular Article, section, clause or other subdivision of this Agreement
      and any reference to a Schedule by number will mean the appropriate
      Schedule attached to this Agreement and by such reference the appropriate
      Schedule is incorporated into and made part of this Agreement.

      1.4 Severability of Clauses. If any part of this Agreement is declared or
      held to be invalid for any reason, such invalidity will not affect the
      validity of the remainder which will continue in full force and effect and
      be construed as if this Agreement had been executed without the invalid
      portion, and it is hereby declared the intention of the parties that this
      Agreement would have been executed without reference to any portion which
      may, for any reason, be hereafter declared or held to be invalid.


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<PAGE>


                                   ARTICLE 2.
                                 THE ACQUISITION

      2.1 The Acquisition. Subject to the terms and conditions set forth in this
      Agreement and in reliance on the representations, warranties, covenants
      and conditions herein contained, the Sellers hereby agree to sell, assign
      and deliver to Purchaser the Shares in exchange for the Acquisition Shares
      on the Closing Date and to transfer to Purchaser on the Closing Date a
      100% undivided interest in and to the Shares free from all liens,
      mortgages, charges, pledges, encumbrances or other burdens (other than
      those that may arise under federal or state securities laws restricting
      the right to sell or transfer the Shares) with all rights now or
      thereafter attached thereto.

      2.2 Purchase Price; Allocation. The purchase price for the purchase of the
      Shares shall be an aggregate of 28,135,033 Acquisition Shares allocated on
      the basis of one Acquisition Share for each one Share held by Sellers.

      2.3 Adherence with Applicable Securities Laws. Each of the Sellers agrees
      that he is acquiring the Acquisition Shares for investment purposes and
      will not offer, sell or otherwise transfer, pledge or hypothecate any of
      the Acquisition Shares issued to him (other than pursuant to an effective
      Registration Statement under the Securities Act of 1933, as amended (the
      "Securities Act") directly or indirectly unless:

      (a)   the sale is to Purchaser;

      (b)   the sale is made pursuant to the exemption from registration under
            the Securities Act, provided by Rule 144 thereunder; or

      (c)   the Acquisition Shares are sold in a transaction that does not
            require registration under the Securities Act or any applicable
            United States state laws and regulations governing the offer and
            sale of securities, and the vendor has furnished to Purchaser an
            opinion of counsel to that effect or such other written opinion as
            may be reasonably required by Purchaser.

      The Sellers acknowledge that the certificates representing the Acquisition
      Shares shall bear the following legend:

                NO SALE, OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED
                BY THIS CERTIFICATE SHALL BE MADE UNLESS A REGISTRATION
                STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS
                AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN
                EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS
                THEN IN FACT APPLICABLE TO SAID SHARES.


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      2.4 Closing. The parties hereto shall use their best efforts to close the
      transactions contemplated by this Agreement (the "Closing"), by July 31,
      2005, but in no event shall the Closing be later than August 15, 2005. In
      the event the Closing has not occurred by August 15, 2005, either party
      may cancel this Agreement; provided that the delay in Closing shall not be
      due to the actions or inactions of the party seeking such cancellation.

                                   ARTICLE 3.
            REPESENTATIONS AND WARRANTIES OF THE COMPANY AND SELLERS

            The Company and Sellers hereby jointly and severally represent and
      warrant to Purchaser, that:

      3.1 Organization, Standing and Power. The Company is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Delaware, with full corporate power and corporate authority to
      (i) own, lease and operate its properties, (ii) carry on the business as
      currently conducted by it. There are no states or jurisdictions in which
      the character and location of any of the properties owned or leased by the
      Company, or the conduct of the Company's business makes it necessary for
      the Company to qualify to do business as a foreign corporation, except for
      those jurisdictions in which the failure to so qualify would not have a
      Material Adverse Effect on the business or operations of the Company.

      3.2 Authorization of Agreement. Each Seller has all requisite power,
      authority and legal capacity to execute and deliver this Agreement, and
      each other agreement, document, or instrument or certificate contemplated
      by this Agreement or to be executed by such Seller in connection with the
      consummation of the transactions contemplated by this Agreement (together
      with this Agreement, the "Seller Documents"), and to consummate the
      transactions contemplated hereby and thereby. This Agreement has been, and
      each of the Seller Documents will be at or prior to the Closing, duly and
      validly executed and delivered by each Seller and (assuming the due
      authorization, execution and delivery by the other parties hereto and
      thereto) this Agreement constitutes, and each of the Seller Documents when
      so executed and delivered will constitute, legal, valid and binding
      obligations of each Seller, enforceable against each Seller in accordance
      with their respective terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting creditors' rights
      and remedies generally, and subject, as to enforceability, to general
      principles of equity, including principles of commercial reasonableness,
      good faith and fair dealing (regardless of whether enforcement is sought
      in a proceeding at law or in equity).

      3.3 Capitalization. The authorized capital stock of the Company consists
      of 100,000,000 shares of common stock, $.0001 par value, 28,135,033 shares
      of which are issued and outstanding (the "Shares"). All of the Shares are
      duly authorized, validly issued, fully paid and nonassessable. Schedule
      3.3 sets forth a true and complete list of the holders of all outstanding
      shares of the Company, and the holders of all outstanding options and
      warrants issued by the Company, which shares, options and warrants are
      held by them in the amounts set forth on Schedule 3.3. It is agreed and
      understood that such options and warrants shall become exercisable upon
      the Closing to purchase shares of common stock of the Purchaser on the
      same terms and conditions as currently set forth therein. Except as
      contemplated by this Agreement and except as set forth on Schedule 3.3,
      there are no options, warrants or other rights, agreements, arrangements
      or commitments of any character relating to the issued or unissued capital
      stock of the Company or obligating the Company to issue or sell any shares
      of capital stock of or other equity interests in the Company. There is no
      personal liability, and there are no preemptive rights with regard to the
      capital stock of the Company, and no right-of-first refusal or similar
      catch-up rights with regard to such capital stock. Except as set forth on
      Schedule 3.3 and except for the transactions contemplated by this
      Agreement, there are no outstanding contractual obligations or other
      commitments or arrangements of the Company to (A) repurchase, redeem or
      otherwise acquire any shares of the Shares (or any interest therein) or
      (B) to provide funds to or make any investment (in the form of a loan,
      capital contribution or otherwise) in any other entity, or (C) issue or
      distribute to any person any capital stock of the Company, or (D) issue or
      distribute to holders of any of the capital stock of the Company any
      evidences of indebtedness or assets of the Company. All of the outstanding
      securities of the Company have been issued and sold by the Company in full
      compliance with applicable federal and state securities laws.


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      3.4 Subsidiaries. The Company has no subsidiaries.

      3.5 Corporate Records.

      (a)   The Sellers have delivered to the Purchaser true, correct and
            complete copies of the certificate of incorporation (certified by
            the Secretary of State or other appropriate official of the
            applicable jurisdiction of organization) and by-laws (certified by
            the secretary, assistant secretary or other appropriate officer) or
            comparable organizational documents of the Company.

      (b)   The minute books of the Company previously made available to the
            Purchaser contain complete and accurate records of all meetings and
            accurately reflect all other corporate action of the stockholders
            and board of directors (including committees thereof) of the
            Company. The stock certificate books and stock transfer ledgers of
            the Company previously made available to the Purchaser are true,
            correct and complete. All stock transfer taxes levied or payable
            with respect to all transfers of shares of the Company prior to the
            date hereof have been paid and appropriate transfer tax stamps
            affixed.

      3.6 Conflicts; Consents of Third Parties.

      (a)   None of the execution and delivery by any Seller of this Agreement
            and the Seller Documents, the consummation of the transactions
            contemplated hereby or thereby, or compliance by any Seller with any
            of the provisions hereof or thereof will (i) conflict with, or
            result in the breach of, any provision of the articles of
            incorporation or by-laws or comparable organizational documents of
            the Company; (ii) conflict with, violate, result in the breach or
            termination of, or constitute a default under any note, bond,
            mortgage, indenture, license, agreement or other instrument or
            obligation to which the Company is a party or by which any of them
            or any of their respective properties or assets is bound; (iii)
            violate any statute, rule, regulation, order or decree of any
            governmental body or authority by which the Company is bound; or
            (iv) result in the creation of any Lien upon the properties or
            assets of the Company or any Subsidiary except, in case of clauses
            (ii), (iii) and (iv), for such violations, breaches or defaults as
            would not, individually or in the aggregate, have a Material Adverse
            Effect.


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      (b)   No consent, waiver, approval, Order, permit or authorization of, or
            declaration or filing with, or notification to, any Person or
            Governmental or Regulatory Authority is required on the part of any
            Seller, the Company in connection with the execution and delivery of
            this Agreement or the Seller Documents, or the compliance by each
            Seller or the Company as the case may be, with any of the provisions
            hereof or thereof.

      3.7   Ownership and Transfer of Shares. Each Seller is the record and
            beneficial owner of the Shares indicated as being owned by such
            Seller on Exhibit A, free and clear of any and all Liens. Each
            Seller has the power and authority to sell, transfer, assign and
            deliver such Shares as provided in this Agreement, and such delivery
            will convey to the Purchaser good and marketable title to such
            Shares, free and clear of any and all Liens.

      3.8   Financial Statements. The Company has delivered to the Purchaser
            copies of its unaudited balance sheet of the Company as of June 30,
            2005, and the related statements of income and cash flows of the
            Seller for the period ended June 30, 2005 (the "Company Financial
            Statements"). Each of the Company Financial Statements are
            materially correct and accurate.

      3.9   . No Undisclosed Liabilities. Except as set forth on Schedule 3.9,
            the Company has no indebtedness, obligations or liabilities of any
            kind (whether accrued, absolute, contingent or otherwise, and
            whether due or to become due).

      3.10 Taxes. The Company has not filed Tax Returns.

      3.11 Real Property.

            (a)   The Company does not own any real property.

            (b)   Schedule 3.11(b) sets forth all real property and interests in
                  real property leased by the Company (individually, a "Real
                  Property Lease" and the real properties specified in such
                  leases) as lessee or lessor. The Company has a valid and
                  enforceable leasehold interest under each of the Real Property
                  Leases, subject to applicable bankruptcy, insolvency,
                  reorganization, moratorium and similar laws affecting
                  creditors' rights and remedies generally and subject, as to
                  enforceability, to general principles of equity (regardless of
                  whether enforcement is sought in a proceeding at law or in
                  equity), and Company has not received any written notice of
                  any default or event that with notice or lapse of time, or
                  both, would constitute a default by the Company under any of
                  the Real Property Leases.

      3.12 Tangible Personal Property.

            (a)   Schedule 3.12(a) sets forth all leases of personal property
                  ("Personal Property Leases") involving annual payments in
                  excess of $25,000 relating to personal property used in the
                  business of the Company or to which the Company is a party or
                  by which the properties or assets of the Company is bound. The
                  Sellers have delivered or otherwise made available to the
                  Purchaser true, correct and complete copies of the Personal
                  Property Leases, together with all amendments, modifications
                  or supplements thereto.


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<PAGE>


            (b)   The Company has a valid leasehold interest under each of the
                  Personal Property Leases under which it is a lessee, subject
                  to applicable bankruptcy, insolvency, reorganization,
                  moratorium and similar laws affecting creditors' rights and
                  remedies generally and subject, as to enforceability, to
                  general principles of equity (regardless of whether
                  enforcement is sought in a proceeding at law or in equity),
                  and there is no default under any Personal Property Lease by
                  the Company or, to the best knowledge of the Sellers, by any
                  other party thereto, and no event has occurred that with the
                  lapse of time or the giving of notice or both would constitute
                  a default thereunder.

            (c)   All of the items of tangible personal property used by the
                  Company under the Personal Property Leases are in good
                  condition and repair (ordinary wear and tear excepted) and are
                  suitable for the purposes used.

      3.13 Intangible Property.

            Schedule 3.13 contains a complete and correct list of each patent,
      trademark, trade name, service mark and copyright owned or used by Company
      as well as all registrations thereof and pending applications therefor,
      and each license or other agreement relating thereto. Except as set forth
      on Schedule 3.13, each of the foregoing is owned by the party shown on
      such Schedule as owning the same, free and clear of all mortgages, claims,
      liens, security interests, charges and encumbrances and is in good
      standing and not the subject of any challenge. There have been no claims
      made and neither the Sellers nor the Company has received any notice or
      otherwise knows or has reason to believe that any of the foregoing is
      invalid or conflicts with the asserted rights of others. The Company
      possess all patents, patent licenses, trade names, trademarks, service
      marks, brand marks, brand names, copyrights, know-how, formulate and other
      proprietary and trade rights necessary for the conduct of its business as
      now conducted, not subject to any restrictions and without any known
      conflict with the rights of others and the Company has not forfeited or
      otherwise relinquished any such patent, patent license, trade name,
      trademark, service mark, brand mark, brand name, copyright, know-how,
      formulate or other proprietary right necessary for the conduct of its
      business as conducted on the date hereof. Except as defined in the Patent
      Royalty Agreement included in Schedule 3.13, the Company is not under any
      obligation to pay any royalties or similar payments in connection with any
      license to any Seller or any affiliate thereof.

      3.14 Material Contracts.

            Schedule 3.14 sets forth all of the following Contracts to which the
      Company or any of its Subsidiaries is a party or by which it is bound
      (collectively, the "Material Contracts"): (i) Contracts with any the
      Seller or any current officer or director of the Company or any of its
      Subsidiaries; (ii) Contracts with any labor union or association
      representing any employee of the Company or any of its Subsidiaries; (iii)
      Contracts pursuant to which any party is required to purchase or sell a
      stated portion of its requirements or output from or to another party;
      (iv) Contracts for the sale of any of the assets of the Company or any of
      its Subsidiaries other than in the ordinary course of business or for the
      grant to any person of any preferential rights to purchase any of its
      assets; (v) joint venture agreements; (vi) Material Contracts containing
      covenants of the Company or any of its Subsidiaries not to compete in any
      line of business or with any person in any geographical area or covenants
      of any other person not to compete with the Company or any of its
      Subsidiaries in any line of business or in any geographical area; (vii)
      Contracts relating to the acquisition by the Company or any of its
      Subsidiaries of any operating business or the capital stock of any other
      person; (viii) Contracts relating to the borrowing of money; or (ix) any
      other Contracts, other than Real Property Leases, which involve the
      expenditure of more than $100,000 in the aggregate or $25,000 annually or
      require performance by any party more than one year from the date hereof.
      There have been made available to the Purchaser, its affiliates and their
      representatives true and complete copies of all of the Material Contracts.
      Except as set forth on Schedule 3.14, all of the Material Contracts and
      other agreements are in full force and effect and are the legal, valid and
      binding obligation of the Company and/or its Subsidiaries, enforceable
      against them in accordance with its terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium and similar laws
      affecting creditors' rights and remedies generally and subject, as to
      enforceability, to general principles of equity (regardless of whether
      enforcement is sought in a proceeding at law or in equity). Except as set
      forth on Schedule 3.14, neither the Company nor any Subsidiary is in
      default in any material respect under any Material Contracts, nor, to the
      knowledge of any Seller, is any other party to any Material Contract in
      default thereunder in any material respect.


                                       10
<PAGE>


      3.15 Employee Benefits. The Company maintains no "employee benefit plans",
      as defined in Section 3(3) ERISA, or other pension plans or employee
      benefit arrangements, programs or payroll practices (including, without
      limitation, severance pay, vacation pay, company awards, salary
      continuation for disability, sick leave, retirement, deferred
      compensation, bonus or other incentive compensation, stock purchase
      arrangements or policies, hospitalization, medical insurance, life
      insurance and scholarship programs)

      3.16 Labor. The Company is not a party to any labor or collective
      bargaining agreement and there are no labor or collective bargaining
      agreements which pertain to employees of the Company.

      3.17 Litigation. There is no suit, action, proceeding, investigation,
      claim or order pending or, to the knowledge of the Sellers or the Company,
      overtly threatened against the Company (or to the knowledge of the Sellers
      or the Company, pending or threatened, against any of the officers,
      directors or key employees of the Company with respect to their business
      activities on behalf of the Company), or to which the Sellers or the
      Company is otherwise a party, which, if adversely determined, would have a
      Material Adverse Effect, before any court, or before any governmental
      department, commission, board, agency, or instrumentality; nor to the
      knowledge of the Sellers nor the Company is there any reasonable basis for
      any such action, proceeding, or investigation. The Company is not subject
      to any judgment, order or decree of any court or governmental agency
      except to the extent the same are not reasonably likely to have a Material
      Adverse Effect and the Company is not engaged in any legal action to
      recover monies due it or for damages sustained by it.

      3.18 Compliance with Laws; Permits. The Company is in compliance with all
      Laws applicable to the Company or to the conduct of the business or
      operations of the Company or the use of its properties (including any
      leased properties) and assets, except for such non-compliances as would
      not, individually or in the aggregate, have a Material Adverse Effect. The
      Company has all governmental permits and approvals from state, federal or
      local authorities which are required for the Company to operate its
      business, except for those the absence of which would not, individually or
      in the aggregate, have a Material Adverse Effect.

      3.19 Related Party Transactions. Except as set forth on Schedule 3.19,
      neither the Sellers nor any of their respective Affiliates has borrowed
      any moneys from or has outstanding any indebtedness or other similar
      obligations to the Company. Except as set forth in Schedule 3.19, neither
      the Sellers, the Company, any Affiliate of the Company or the Sellers nor
      any officer or employee of any of them (i) owns any direct or indirect
      interest of any kind in, or controls or is a director, officer, employee
      or partner of, or consultant to, or lender to or borrower from or has the
      right to participate in the profits of, any Person which is (A) a
      competitor, supplier, customer, landlord, tenant, creditor or debtor of
      the Company, (B) engaged in a business related to the business of the
      Company, or (C) a participant in any transaction to which the Company is a
      party or (ii) is a party to any Contract with the Company.


                                       11
<PAGE>


      3.20 Banks. Schedule 3.20 contains a complete and correct list of the
      names and locations of all banks in which Company has accounts or safe
      deposit boxes and the names of all persons authorized to draw thereon or
      to have access thereto. Except as set forth on Schedule 3.20, no person
      holds a power of attorney to act on behalf of the Company.

      3.21 No Misrepresentation. No representation or warranty of any Seller
      contained in this Agreement or in any schedule hereto or in any
      certificate or other instrument furnished by any Seller to the Purchaser
      pursuant to the terms hereof, contains any untrue statement of a material
      fact or omits to state a material fact necessary to make the statements
      contained herein or therein not misleading.

      3.22 Financial Advisors. No Person has acted, directly or indirectly, as a
      broker, finder or financial advisor for the Sellers or the Company in
      connection with the transactions contemplated by this Agreement and no
      Person is entitled to any fee or commission or like payment in respect
      thereof.

      3.23 Patriot Act. The Sellers certify that, to the best of the Sellers'
      knowledge, the Company has not been designated, and is not owned or
      controlled, by a "suspected terrorist" as defined in Executive Order
      13224. The Sellers hereby acknowledge that the Purchaser seeks to comply
      with all applicable Laws concerning money laundering and related
      activities. In furtherance of those efforts, the Sellers hereby represent,
      warrant and agree that: (i) none of the cash or property owned by the
      Company has been or shall be derived from, or related to, any activity
      that is deemed criminal under United States law; and (ii) no contribution
      or payment by the Company has, and this Agreement will not, cause the
      Company or the Purchaser to be in violation of the United States Bank
      Secrecy Act, the United States International Money Laundering Control Act
      of 1986 or the United States International Money Laundering Abatement and
      Anti-Terrorist Financing Act of 2001.

      3.24 Accredited Investors. Each of the Sellers represents and warrants to
      Purchaser that he or she is an "accredited investor" as such term is
      defined under the Securities Act of 1933, as amended.

                                   ARTICLE 4.

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

      Purchaser hereby represents and warrants to the Sellers, that:

      4.1 Organization and Good Standing.

            The Purchaser is a corporation duly organized, validly existing and
      in good standing under the laws of the State of Nevada, with full
      corporate power and corporate authority to (i) own, lease and operate its
      properties, (ii) carry on the business as currently conducted by it. There
      are no states or jurisdictions in which the character and location of any
      of the properties owned or leased by the Purchaser, or the conduct of the
      Purchaser's business makes it necessary for the Purchaser to qualify to do
      business as a foreign corporation, except for those jurisdictions in which
      the failure to so qualify would not have a Material Adverse Effect on the
      business or operations of the Purchaser.


                                       12
<PAGE>


      4.2 Authorization of Agreement.

            The Purchaser has full corporate power and authority to execute and
      deliver this Agreement and each other agreement, document, instrument or
      certificate contemplated by this Agreement or to be executed by the
      Purchaser in connection with the consummation of the transactions
      contemplated hereby and thereby (the "Purchaser Documents"), and to
      consummate the transactions contemplated hereby and thereby. The
      execution, delivery and performance by the Purchaser of this Agreement and
      each Purchaser Document have been duly authorized by all necessary
      corporate action on behalf of the Purchaser. This Agreement has been, and
      each Purchaser Document will be at or prior to the Closing, duly executed
      and delivered by the Purchaser and (assuming the due authorization,
      execution and delivery by the other parties hereto and thereto) this
      Agreement constitutes, and each Purchaser Document when so executed and
      delivered will constitute, legal, valid and binding obligations of the
      Purchaser, enforceable against the Purchaser in accordance with their
      respective terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting creditors' rights
      and remedies generally, and subject, as to enforceability, to general
      principles of equity, including principles of commercial reasonableness,
      good faith and fair dealing (regardless of whether enforcement is sought
      in a proceeding at law or in equity).

      4.3 Capitalization.

            The authorized capital stock of the Purchaser consists of:
      100,000,000 shares of common stock, $0.001 par value per share, 3,333,469
      shares of which are issued and outstanding (the "Shares"), and 10,000,000
      shares of preferred stock, $0.001 par value per share, none of which are
      issued and outstanding. All of the Shares are duly authorized, validly
      issued, fully paid and nonassessable. Schedule 4.3 sets forth a true and
      complete list of the holders of all outstanding shares of the Shares as of
      May 6, 2005, and the holders of all outstanding options and warrants
      issued by the Purchaser, which shares, options and warrants are held by
      them in the amounts set forth on Schedule 4.3. Except as contemplated by
      this Agreement and except as set forth on Schedule 4.3, there are no
      options, warrants or other rights, agreements, arrangements or commitments
      of any character relating to the issued or unissued capital stock of the
      Purchaser or obligating the Purchaser to issue or sell any shares of
      capital stock of or other equity interests in the Purchaser. There is no
      personal liability, and there are no preemptive rights with regard to the
      capital stock of the Purchaser, and no right-of-first refusal or similar
      catch-up rights with regard to such capital stock. Except as set forth on
      Schedule 4.3 and except for the transactions contemplated by this
      Agreement, there are no outstanding contractual obligations or other
      commitments or arrangements of the Purchaser to (A) repurchase, redeem or
      otherwise acquire any shares of the Shares (or any interest therein) or
      (B) to provide funds to or make any investment (in the form of a loan,
      capital contribution or otherwise) in any other entity, or (C) issue or
      distribute to any person any capital stock of the Purchaser, or (D) issue
      or distribute to holders of any of the capital stock of the Purchaser any
      evidences of indebtedness or assets of the Purchaser. All of the
      outstanding securities of the Purchaser have been issued and sold by the
      Purchaser in full compliance in all material respects with applicable
      federal and state securities laws.

      4.4 Subsidiaries. Purchaser has no subsidiaries.


                                       13
<PAGE>


      4.5 Corporate Records.

            (a)   The Purchaser has delivered to the Sellers true, correct and
                  complete copies of the articles of incorporation (each
                  certified by the Secretary of State or other appropriate
                  official of the applicable jurisdiction of organization) and
                  by-laws (each certified by the secretary, assistant secretary
                  or other appropriate officer) or comparable organizational
                  documents of the Purchaser.

            (b)   The minute books of the Purchaser previously made available to
                  the Sellers contain complete and accurate records of all
                  meetings and accurately reflect all other corporate action of
                  the stockholders and board of directors (including committees
                  thereof) of the Purchaser to the best of the Purchaser's
                  knowledge. The stock certificate books and stock transfer
                  ledgers of the Purchaser previously made available to the
                  Sellers are true, correct and complete. All stock transfer
                  taxes levied or payable with respect to all transfers of
                  shares of the Purchaser prior to the date hereof have been
                  paid and appropriate transfer tax stamps affixed to the best
                  of the Purchaser's knowledge.

      4.6 Conflicts; Consents of Third Parties.

            (a)   None of the execution and delivery by Purchaser of this
                  Agreement and the Purchaser Documents, the consummation of the
                  transactions contemplated hereby or thereby, or compliance by
                  Purchaser with any of the provisions hereof or thereof will
                  (i) conflict with, or result in the breach of, any provision
                  of the articles of incorporation or by-laws or comparable
                  organizational documents of the Purchaser; (ii) conflict with,
                  violate, result in the breach or termination of, or constitute
                  a default under any note, bond, mortgage, indenture, license,
                  agreement or other instrument or obligation to which the
                  Purchaser is a party or by which any of them or any of their
                  respective properties or assets is bound; (iii) violate any
                  statute, rule, regulation, order or decree of any governmental
                  body or authority by which the Purchaser is bound; or (iv)
                  result in the creation of any Lien upon the properties or
                  assets of the Purchaser except, in case of clauses (ii), (iii)
                  and (iv), for such violations, breaches or defaults as would
                  not, individually or in the aggregate, have a Material Adverse
                  Effect.

            (b)   No consent, waiver, approval, Order, permit or authorization
                  of, or declaration or filing with, or notification to, any
                  Person or Governmental or Regulatory Authority is required on
                  the part of Purchaser in connection with the execution and
                  delivery of this Agreement or the Purchaser Documents, or the
                  compliance by Purchaser with any of the provisions hereof or
                  thereof.

      4.7 Financial Statements.

            (a)   The Purchaser has delivered to Sellers copies of (i) the
                  audited balance sheets of the Purchaser as at December 31,
                  2004, 2003 and 2002 and the related audited statements of
                  income and of cash flows of the Purchaser for the years then
                  ended and (ii) the unaudited balance sheet of the Purchaser as
                  at March 31, 2005 and the related statements of income and
                  cash flows of the Purchaser for the three month period then
                  ended (such audited and unaudited statements, including the
                  related notes and schedules thereto, are referred to herein as
                  the "Financial Statements"). Each of the Financial Statements
                  is complete and correct in all material respects, has been
                  prepared in accordance with GAAP (subject to normal year-end
                  adjustments in the case of the unaudited statements) and in
                  conformity with the practices consistently applied by the
                  Purchaser without modification of the accounting principles
                  used in the preparation thereof and presents fairly the
                  financial position, results of operations and cash flows of
                  the Purchaser as at the dates and for the periods indicated.


                                       14
<PAGE>


            (b)   For the purposes hereof, the audited balance sheet of the
                  Purchaser as at December 31, 2004 is referred to as the
                  "Balance Sheet" and December 31, 2004 is referred to as the
                  "Balance Sheet Date".

      4.8 . No Undisclosed Liabilities. Purchaser has no indebtedness,
      obligations or liabilities of any kind (whether accrued, absolute,
      contingent or otherwise, and whether due or to become due) that would have
      been required to be reflected in, reserved against or otherwise described
      on the Balance Sheet or in the notes thereto in accordance with GAAP which
      was not fully reflected in, reserved against or otherwise described in the
      Balance Sheet or the notes thereto or was not incurred in the ordinary
      course of business consistent with past practice since the Balance Sheet
      Date.

      4.9 Absence of Certain Developments. Except as expressly contemplated by
      this Agreement or as set forth on Schedule 4.9, since the Balance Sheet
      Date:

            (i)   there has not been any material adverse change nor has there
                  occurred any event which is reasonably likely to result in a
                  material adverse change;

            (ii)  there has not been any damage, destruction or loss, whether or
                  not covered by insurance, with respect to the property and
                  assets of the Purchaser having a replacement cost of more than
                  $25,000 for any single loss or $100,000 for all such losses;

            (iii) there has not been any declaration, setting aside or payment
                  of any dividend or other distribution in respect of any shares
                  of capital stock of the Purchaser or any repurchase,
                  redemption or other acquisition by the Purchaser of any
                  outstanding shares of capital stock or other securities of, or
                  other ownership interest in, the Purchaser;

            (iv)  the Purchaser has not awarded or paid any bonuses to employees
                  of the Purchaser with respect to the fiscal year ended
                  December 31, 2004, except to the extent accrued on the Balance
                  Sheet or entered into any employment, deferred compensation,
                  severance or similar agreement (nor amended any such
                  agreement) or agreed to increase the compensation payable or
                  to become payable by it to any of the Purchaser's directors,
                  officers, employees, agents or representatives or agreed to
                  increase the coverage or benefits available under any
                  severance pay, termination pay, vacation pay, company awards,
                  salary continuation for disability, sick leave, deferred
                  compensation, bonus or other incentive compensation,
                  insurance, pension or other employee benefit plan, payment or
                  arrangement made to, for or with such directors, officers,
                  employees, agents or representatives (other than normal
                  increases in the ordinary course of business consistent with
                  past practice and that in the aggregate have not resulted in a
                  material increase in the benefits or compensation expense of
                  the Purchaser);


                                       15
<PAGE>


            (v)   there has not been any change by the Purchaser in accounting
                  or Tax reporting principles, methods or policies;

            (vi)  the Purchaser has not entered into any transaction or Contract
                  or conducted its business other than in the ordinary course
                  consistent with past practice;

            (vii) the Purchaser has not made any loans, advances or capital
                  contributions to, or investments in, any Person or paid any
                  fees or expenses to any Seller or any Affiliate of any Seller;

            (viii) the Purchaser has not mortgaged, pledged or subjected to any
                  Lien, any of its assets, or acquired any assets or sold,
                  assigned, transferred, conveyed, leased or otherwise disposed
                  of any assets of the Purchaser, except for assets acquired or
                  sold, assigned, transferred, conveyed, leased or otherwise
                  disposed of in the ordinary course of business consistent with
                  past practice;

            (ix)  the Purchaser has not discharged or satisfied any Lien, or
                  paid any obligation or liability (fixed or contingent), except
                  in the ordinary course of business consistent with past
                  practice and which, in the aggregate, would not be material to
                  the Purchaser;

            (x)   the Purchaser has not canceled or compromised any debt or
                  claim or amended, canceled, terminated, relinquished, waived
                  or released any Contract or right except in the ordinary
                  course of business consistent with past practice and which, in
                  the aggregate, would not be material to the Purchaser;

            (xi)  the Purchaser has not made or committed to make any capital
                  expenditures or capital additions or betterments in excess of
                  $25,000 individually or $100,000 in the aggregate;

            (xii) the Purchaser has not instituted or settled any material legal
                  proceeding; and

            (xiii) the Purchaser has not agreed to do anything set forth in this
                  Section 4.9.

      4.10 Taxes.

            (a)   Except as set forth on Schedule 4.10, (A) all Tax Returns
                  required to be filed by or on behalf of the Purchaser have
                  been filed with the appropriate taxing authorities in all
                  jurisdictions in which such Tax Returns are required to be
                  filed (after giving effect to any valid extensions of time in
                  which to make such filings), and all such Tax Returns were
                  true, complete and correct in all material respects; (B) all
                  Taxes payable by or on behalf of the Purchaser or in respect
                  of its income, assets or operations have been fully and timely
                  paid, and (C) the Purchaser has not executed or filed with the
                  IRS or any other taxing authority any agreement, waiver or
                  other document or arrangement extending or having the effect
                  of extending the period for assessment or collection of Taxes
                  (including, but not limited to, any applicable statute of
                  limitation), and no power of attorney with respect to any Tax
                  matter is currently in force.


                                       16
<PAGE>


            (b)   The Purchaser has complied in all material respects with all
                  applicable laws, rules and regulations relating to the payment
                  and withholding of Taxes and has duly and timely withheld from
                  employee salaries, wages and other compensation and has paid
                  over to the appropriate taxing authorities all amounts
                  required to be so withheld and paid over for all periods under
                  all applicable laws.

            (c)   The Sellers have received complete copies of (A) all federal,
                  state, local and foreign income or franchise Tax Returns of
                  the Purchaser relating to the taxable periods since 2001 and
                  (B) any audit report issued within the last three years
                  relating to Taxes due from or with respect to the Purchaser
                  its income, assets or operations.

            (d)   Schedule 4.10 lists all material types of Taxes paid and
                  material types of Tax Returns filed by or on behalf of the
                  Purchaser. Except as set forth on Schedule 4.10 and to the
                  best of the Purchaser's knowledge, no claim has been made by a
                  taxing authority in a jurisdiction where the Purchaser does
                  not file Tax Returns such that it is or may be subject to
                  taxation by that jurisdiction.

            (e)   Except as set forth on Schedule 4.10, all deficiencies
                  asserted or assessments made as a result of any examinations
                  by the IRS or any other taxing authority of the Tax Returns of
                  or covering or including the Purchaser have been fully paid,
                  and there are no other audits or investigations by any taxing
                  authority in progress, nor have the Sellers or the Purchaser
                  received any notice from any taxing authority that it intends
                  to conduct such an audit or investigation. No issue has been
                  raised by a federal, state, local or foreign taxing authority
                  in any current or prior examination which, by application of
                  the same or similar principles, could reasonably be expected
                  to result in a proposed deficiency for any subsequent taxable
                  period.

            (f)   Except as set forth on Schedule 4.10, neither the Purchaser
                  nor any other Person (including any of the Sellers) on behalf
                  of the Purchaser has (A) filed a consent pursuant to Section
                  341(f) of the Code or agreed to have Section 341(f)(2) of the
                  Code apply to any disposition of a subsection (f) asset (as
                  such term is defined in Section 341(f)(4) of the Code) owned
                  by the Purchaser, (B) agreed to or is required to make any
                  adjustments pursuant to Section 481(a) of the Code or any
                  similar provision of state, local or foreign law by reason of
                  a change in accounting method initiated by the Purchaser or
                  has any knowledge that the Internal Revenue Service has
                  proposed any such adjustment or change in accounting method,
                  or has any application pending with any taxing authority
                  requesting permission for any changes in accounting methods
                  that relate to the business or operations of the Purchaser,
                  (C) executed or entered into a closing agreement pursuant to
                  Section 7121 of the Code or any predecessor provision thereof
                  or any similar provision of state, local or foreign law with
                  respect to the Purchaser, or (D) requested any extension of
                  time within which to file any Tax Return, which Tax Return has
                  since not been filed.

            (g)   No property owned by the Purchaser is (i) property required to
                  be treated as being owned by another Person pursuant to the
                  provisions of Section 168(f)(8) of the Internal Revenue Code
                  of 1954, as amended and in effect immediately prior to the
                  enactment of the Tax Reform Act of 1986, (ii) constitutes
                  "tax-exempt use property" within the meaning of Section
                  168(h)(1) of the Code or (iii) is "tax-exempt bond financed
                  property" within the meaning of Section 168(g) of the Code.

            (h)   The Purchaser is not a foreign person within the meaning of
                  Section 1445 of the Code.


                                       17
<PAGE>


            (i)   The Purchaser is not a party to any tax sharing or similar
                  agreement or arrangement (whether or not written) pursuant to
                  which it will have any obligation to make any payments after
                  the Closing.

            (j)   There is no contract, agreement, plan or arrangement covering
                  any person that, individually or collectively, could give rise
                  to the payment of any amount that would not be deductible by
                  the Company, its Affiliates or their respective affiliates by
                  reason of Section 280G of the Code, or would constitute
                  compensation in excess of the limitation set forth in Section
                  162(m) of the Code.

            (k)   The Purchaser is not subject to any private letter ruling of
                  the IRS or comparable rulings of other taxing authorities.

            (l)   Except as set forth on Schedule 4.10, there are no liens as a
                  result of any unpaid Taxes upon any of the assets of the
                  Purchaser.

            (m)   Except as set forth on Schedule 4.10, the Purchaser has no
                  elections in effect for federal income tax purposes under
                  Sections 108, 168, 338, 441, 463, 472, 1017, 1033 or 4977 of
                  the code.

      4.11 Real Property.

            (a)   Schedule 4.11(a) sets forth a complete list of (i) all real
                  property and interests in real property owned in fee by the
                  Purchaser (individually, an "Owned Property" and collectively,
                  the "Owned Properties"), and (ii) all real property and
                  interests in real property leased by the Purchaser
                  (individually, a "Real Property Lease" and the real properties
                  specified in such leases, together with the Owned Properties,
                  being referred to herein individually as a "Purchaser
                  Property" and collectively as the "Purchaser Properties") as
                  lessee or lessor. The Purchaser has good and marketable fee
                  title to all Owned Property, free and clear of all Liens of
                  any nature whatsoever except (A) Liens set forth on Schedule
                  4.11(a) and (B) Permitted Liens. The Purchaser Property
                  constitutes all interests in real property currently used or
                  currently held for use in connection with the business of the
                  Purchaser and which are necessary for the continued operation
                  of the business of the Purchaser as the business is currently
                  conducted. The Purchaser has a valid and enforceable leasehold
                  interest under each of the Real Property Leases, subject to
                  applicable bankruptcy, insolvency, reorganization, moratorium
                  and similar laws affecting creditors' rights and remedies
                  generally and subject, as to enforceability, to general
                  principles of equity (regardless of whether enforcement is
                  sought in a proceeding at law or in equity), and the Purchaser
                  has not received any written notice of any default or event
                  that with notice or lapse of time, or both, would constitute a
                  default by the Purchaser under any of the Real Property
                  Leases. All of the Purchaser Property, buildings, fixtures and
                  improvements thereon owned or leased by the Purchaser are in
                  good operating condition and repair (subject to normal wear
                  and tear). The Purchaser has delivered or otherwise made
                  available to the Sellers, correct and complete copies of (i)
                  all deeds, title reports and surveys for the Owned Properties
                  and (ii) the Real Property Leases, together with all
                  amendments, modifications or supplements, if any, thereto.


                                       18
<PAGE>


            (b)   The Purchaser has all material certificates of occupancy and
                  permits of any Governmental or Regulatory Authority necessary
                  or useful for the current use and operation of each Purchaser
                  Property, and the Purchaser has fully complied with all
                  material conditions of the permits applicable to them. No
                  default or violation, or event that with the lapse of time or
                  giving of notice or both would become a default or violation,
                  has occurred in the due observance of any permit.

            (c)   There does not exist any actual or, to the best knowledge of
                  the Purchaser, threatened or contemplated condemnation or
                  eminent domain proceedings that affect any Purchaser Property
                  or any part thereof, and Purchaser has not received any
                  notice, oral or written, of the intention of any Governmental
                  or Regulatory Authority or other Person to take or use all or
                  any part thereof.

            (d)   The Purchaser has not received any written notice from any
                  insurance company that has issued a policy with respect to any
                  Purchaser Property requiring performance of any structural or
                  other repairs or alterations to such Purchaser Property.

            (e)   The Purchaser does not own or hold, and is not obligated under
                  or a party to, any option, right of first refusal or other
                  Contractual right to purchase, acquire, sell, assign or
                  dispose of any real estate or any portion thereof or interest
                  therein.

      4.12 Tangible Personal Property.

            (a)   Schedule 4.12(a) sets forth all leases of personal property
                  ("Personal Property Leases") involving annual payments in
                  excess of $25,000 relating to personal property used in the
                  business of the Purchaser or to which the Purchaser is a party
                  or by which the properties or assets of the Purchaser is
                  bound. The Purchaser has delivered or otherwise made available
                  to the Sellers true, correct and complete copies of the
                  Personal Property Leases, together with all amendments,
                  modifications or supplements thereto.

            (b)   The Purchaser has a valid leasehold interest under each of the
                  Personal Property Leases under which it is a lessee, subject
                  to applicable bankruptcy, insolvency, reorganization,
                  moratorium and similar laws affecting creditors' rights and
                  remedies generally and subject, as to enforceability, to
                  general principles of equity (regardless of whether
                  enforcement is sought in a proceeding at law or in equity),
                  and there is no default under any Personal Property Lease by
                  the Purchaser or, to the best knowledge of the Purchaser, by
                  any other party thereto, and no event has occurred that with
                  the lapse of time or the giving of notice or both would
                  constitute a default thereunder.

            (c)   The Purchaser has good and marketable title to all of the
                  items of tangible personal property reflected in the Balance
                  Sheet (except as sold or disposed of subsequent to the date
                  thereof in the ordinary course of business consistent with
                  past practice), free and clear of any and all Liens other than
                  the Permitted Liens. All such items of tangible personal
                  property which, individually or in the aggregate, are material
                  to the operation of the business of the Purchaser are in good
                  condition and in a state of good maintenance and repair
                  (ordinary wear and tear excepted) and are suitable for the
                  purposes used.


                                       19
<PAGE>


            (d)   All of the items of tangible personal property used by the
                  Purchaser under the Personal Property Leases are in good
                  condition and repair (ordinary wear and tear excepted) and are
                  suitable for the purposes used.

      4.13 Intangible Property.

            Schedule 4.13 contains a complete and correct list of each patent,
      trademark, trade name, service mark and copyright owned or used by
      Purchaser as well as all registrations thereof and pending applications
      therefor, and each license or other agreement relating thereto. Except as
      set forth on Schedule 4.13, each of the foregoing is owned by the party
      shown on such Schedule as owning the same, free and clear of all
      mortgages, claims, liens, security interests, charges and encumbrances and
      is in good standing and not the subject of any challenge. There have been
      no claims made and the Purchaser has not received any notice or otherwise
      knows or has reason to believe that any of the foregoing is invalid or
      conflicts with the asserted rights of others. The Purchaser possesses all
      patents, patent licenses, trade names, trademarks, service marks, brand
      marks, brand names, copyrights, know-how, formulate and other proprietary
      and trade rights necessary for the conduct of its business as now
      conducted, not subject to any restrictions and without any known conflict
      with the rights of others and the Purchaser has not forfeited or otherwise
      relinquished any such patent, patent license, trade name, trademark,
      service mark, brand mark, brand name, copyright, know-how, formulate or
      other proprietary right necessary for the conduct of its business as
      conducted on the date hereof. The Purchaser is not under any obligation to
      pay any royalties or similar payments in connection with any license to
      any Seller or any affiliate thereof.

      4.14 Material Contracts.

            Schedule 4.14 sets forth all of the following Contracts to which the
      Purchaser is a party or by which it is bound (collectively, the "Material
      Contracts"): (i) Contracts with any the Seller or any current officer or
      director of the Purchaser; (ii) Contracts with any labor union or
      association representing any employee of the Purchaser; (iii) Contracts
      pursuant to which any party is required to purchase or sell a stated
      portion of its requirements or output from or to another party; (iv)
      Contracts for the sale of any of the assets of the Purchaser other than in
      the ordinary course of business or for the grant to any person of any
      preferential rights to purchase any of its assets; (v) joint venture
      agreements; (vi) Material Contracts containing covenants of the Purchaser
      not to compete in any line of business or with any person in any
      geographical area or covenants of any other person not to compete with the
      Purchaser in any line of business or in any geographical area; (vii)
      Contracts relating to the acquisition by the Purchaser of any operating
      business or the capital stock of any other person; (viii) Contracts
      relating to the borrowing of money; or (ix) any other Contracts, other
      than Real Property Leases, which involve the expenditure of more than
      $100,000 in the aggregate or $25,000 annually or require performance by
      any party more than one year from the date hereof. There have been made
      available to the Sellers and their representatives true and complete
      copies of all of the Material Contracts. Except as set forth on Schedule
      4.14, all of the Material Contracts and other agreements are in full force
      and effect and are the legal, valid and binding obligation of the
      Purchaser, enforceable against them in accordance with its terms, subject
      to applicable bankruptcy, insolvency, reorganization, moratorium and
      similar laws affecting creditors' rights and remedies generally and
      subject, as to enforceability, to general principles of equity (regardless
      of whether enforcement is sought in a proceeding at law or in equity).
      Except as set forth on Schedule 4.14, the Purchaser is not in default in
      any material respect under any Material Contracts, nor, to the knowledge
      of Purchaser, is any other party to any Material Contract in default
      thereunder in any material respect.


                                       20
<PAGE>


4.15     Employee Benefits.

            (a)   Schedule 4.15(a) sets forth a complete and correct list of (i)
                  all "employee benefit plans", as defined in Section 3(3)
                  ERISA, and any other pension plans or employee benefit
                  arrangements, programs or payroll practices (including,
                  without limitation, severance pay, vacation pay, company
                  awards, salary continuation for disability, sick leave,
                  retirement, deferred compensation, bonus or other incentive
                  compensation, stock purchase arrangements or policies,
                  hospitalization, medical insurance, life insurance and
                  scholarship programs) maintained by the Purchaser or to which
                  the Purchaser contributes or is obligated to contribute
                  thereunder with respect to employees of the Purchaser
                  ("Employee Benefit Plans") and (ii) all "employee pension
                  plans", as defined in Section 3(2) of ERISA, maintained by the
                  Purchaser or any trade or business (whether or not
                  incorporated) which are under control, or which are treated as
                  a single employer, with Purchaser as an ERISA Affiliate or to
                  which the Purchaser or any ERISA Affiliate contributed or is
                  obligated to contribute thereunder ("Pension Plans"). Schedule
                  4.15(a) clearly identifies, in separate categories, Employee
                  Benefit Plans or Pension Plans that are (i) subject to Section
                  4063 and 4064 of ERISA ("Multiple Employer Plans"), (ii)
                  multiemployer plans (as defined in Section 4001(a)(3) of
                  ERISA) ("Multiemployer Plans") or (iii) "benefit plans",
                  within the meaning of Section 5000(b)(1) of the Code providing
                  continuing benefits after the termination of employment (other
                  than as required by Section 4980B of the Code or Part 6 of
                  Title I of ERISA and at the former employee's or his
                  beneficiary's sole expense).

            (b)   Each of the Employee Benefit Plans and Pension Plans intended
                  to qualify under Section 401 of the Code ("Qualified Plans")
                  so qualify and the trusts maintained thereto are exempt from
                  federal income taxation under Section 501 of the Code, and,
                  except as disclosed on Schedule 4.15(b), nothing has occurred
                  with respect to the operation of any such plan which could
                  cause the loss of such qualification or exemption or the
                  imposition of any liability, penalty or tax under ERISA or the
                  Code.

            (c)   All contributions and premiums required by law or by the terms
                  of any Employee Benefit Plan or Pension Plan which are defined
                  benefit plans or money purchase plans or any agreement
                  relating thereto have been timely made (without regard to any
                  waivers granted with respect thereto) to any funds or trusts
                  established thereunder or in connection therewith, and no
                  accumulated funding deficiencies exist in any of such plans
                  subject to Section 412 of the Code.

            (d)   The benefit liabilities, as defined in Section 4001(a)(16) of
                  ERISA, of each of the Employee Benefit Plans and Pension Plans
                  subject to Title IV of ERISA using the actuarial assumptions
                  that would be used by the Pension Benefit Guaranty Corporation
                  (the "PBGC") in the event it terminated each such plan do not
                  exceed the fair market value of the assets of each such plan.
                  The liabilities of each Employee Benefit Plan that has been
                  terminated or otherwise wound up, have been fully discharged
                  in full compliance with applicable Law.


                                       21
<PAGE>


            (e)   There has been no "reportable event" as that term is defined
                  in Section 4043 of ERISA and the regulations thereunder with
                  respect to any of the Employee Benefit Plans or Pension Plans
                  subject to Title IV of ERISA which would require the giving of
                  notice, or any event requiring notice to be provided under
                  Section 4041(c)(3)(C) or 4063(a) of ERISA.

            (f)   There has been no violation of ERISA with respect to the
                  filing of applicable returns, reports, documents and notices
                  regarding any of the Employee Benefit Plans or Pension Plans
                  with the Secretary of Labor or the Secretary of the Treasury
                  or the furnishing of such notices or documents to the
                  participants or beneficiaries of the Employee Benefit Plans or
                  Pension Plans.

            (g)   True, correct and complete copies of the following documents,
                  with respect to each of the Employee Benefit Plans and Pension
                  Plans (as applicable), have been delivered to the Sellers (A)
                  any plans and related trust documents, and all amendments
                  thereto, (B) the most recent Forms 5500 for the past three
                  years and schedules thereto, (C) the most recent financial
                  statements and actuarial valuations for the past three years,
                  (D) the most recent Internal Revenue Service determination
                  letter, (E) the most recent summary plan descriptions
                  (including letters or other documents updating such
                  descriptions) and (F) written descriptions of all non-written
                  agreements relating to the Employee Benefit Plans and Pension
                  Plans.

            (h)   There are no pending legal proceedings which have been
                  asserted or instituted against any of the Employee Benefit
                  Plans or Pension Plans, the assets of any such plans or the
                  Purchaser, or the plan administrator or any fiduciary of the
                  Employee Benefit Plans or Pension Plans with respect to the
                  operation of such plans (other than routine, uncontested
                  benefit claims), and there are no facts or circumstances which
                  could form the basis for any such legal proceeding.

            (i)   Each of the Employee Benefit Plans and Pension Plans has been
                  maintained, in all material respects, in accordance with its
                  terms and all provisions of applicable Law. All amendments and
                  actions required to bring each of the Employee Benefit Plans
                  and Pension Plans into conformity in all material respects
                  with all of the applicable provisions of ERISA and other
                  applicable Laws have been made or taken except to the extent
                  that such amendments or actions are not required by law to be
                  made or taken until a date after the Closing Date and are
                  disclosed on Schedule 4.15(i).

            (j)   The Purchaser and any ERISA Affiliate which maintains a
                  "benefits plan" within the meaning of Section 5000(b)(1) of
                  ERISA, have complied with the notice and continuation
                  requirements of Section 4980B of the Code or Part 6 of Title I
                  of ERISA and the applicable regulations thereunder.

            (k)   None of the Purchaser, any ERISA Affiliate or any organization
                  to which any is a successor or parent corporation, has
                  divested any business or entity maintaining or sponsoring a
                  defined benefit pension plan having unfunded benefit
                  liabilities (within the meaning of Section 4001(a)(18) of
                  ERISA) or transferred any such plan to any person other than
                  the Purchaser or any ERISA Affiliate during the five-year
                  period ending on the Closing Date.

            (l)   The Purchaser is not a "party in interest" or "disqualified
                  person" with respect to the Employee Benefit Plans or Pension
                  Plans has engaged in a "prohibited transaction" within the
                  meaning of Section 4975 of the Code or Section 406 of ERISA.


                                       22
<PAGE>


            (m)   None of the Purchaser or any ERISA Affiliate has terminated
                  any Employee Benefit Plan or Pension Plan subject to Title IV
                  of ERISA, or incurred any outstanding liability under Section
                  4062 of ERISA to the Pension Benefit Guaranty Corporation or
                  to a trustee appointed under Section 4042 of ERISA.

            (n)   Neither the execution and delivery of this Agreement nor the
                  consummation of the transactions contemplated hereby will (i)
                  result in any payment becoming due to any employee of
                  Purchaser; (ii) increase any benefits otherwise payable under
                  any Employee Benefit Plan or Pension Plan; or (iii) result in
                  the acceleration of the time of payment or vesting of any such
                  benefits.

            (o)   No stock or other security issued by Purchaser forms or has
                  formed a material part of the assets of any Employee Benefit
                  Plan or Pension Plan.

      4.16 Labor.

            (a)   The Purchaser is not a party to any labor or collective
                  bargaining agreement and there are no labor or collective
                  bargaining agreements which pertain to employees of the
                  Purchaser.

            (b)   No employees of the Purchaser are represented by any labor
                  organization. No labor organization or group of employees of
                  the Purchaser has made a pending demand for recognition, and
                  there are no representation proceedings or petitions seeking a
                  representation proceeding presently pending or, to the best
                  knowledge of the Purchaser, threatened to be brought or filed,
                  with the National Labor Relations Board or other labor
                  relations tribunal. There is no organizing activity involving
                  the Purchaser pending or, to the best knowledge of the
                  Purchaser, threatened by any labor organization or group of
                  employees of the Purchaser.

            (c)   There are no (i) strikes, work stoppages, slowdowns, lockouts
                  or arbitrations or (ii) material grievances or other labor
                  disputes pending or, to the best knowledge of any Purchaser,
                  threatened against or involving the Purchaser. There are no
                  unfair labor practice charges, grievances or complaints
                  pending or, to the best knowledge of Purchaser, threatened by
                  or on behalf of any employee or group of employees of the
                  Purchaser.

      4.17 Litigation.

            There is no suit, action, proceeding, investigation, claim or order
      pending or, to the knowledge of the Purchaser, overtly threatened against
      the Purchaser (or to the knowledge of the Purchaser, pending or
      threatened, against any of the officers, directors or key employees of the
      Purchaser with respect to their business activities on behalf of the
      Purchaser), or to which the Purchaser is otherwise a party, which, if
      adversely determined, would have a Material Adverse Effect, before any
      court, or before any governmental department, commission, board, agency,
      or instrumentality; nor to the knowledge of the Purchaser is there any
      reasonable basis for any such action, proceeding, or investigation. The
      Purchaser is not subject to any judgment, order or decree of any court or
      governmental agency except to the extent the same are not reasonably
      likely to have a Material Adverse Effect and the Purchaser is not engaged
      in any legal action to recover monies due it or for damages sustained by
      it.


                                       23
<PAGE>


      4.18 Compliance with Laws; Permits. The Purchaser is in compliance with
      all Laws applicable to the Purchaser or to the conduct of the business or
      operations of the Purchaser or the use of its properties (including any
      leased properties) and assets, except for such non-compliances as would
      not, individually or in the aggregate, have a Material Adverse Effect. The
      Purchaser has all governmental permits and approvals from state, federal
      or local authorities which are required for the Purchaser to operate its
      business, except for those the absence of which would not, individually or
      in the aggregate, have a Material Adverse Effect.

      4.19 Environmental Matters. Except as set forth on Schedule 4.19 hereto:

            (a)   the operations of the Purchaser are in compliance with all
                  applicable Environmental Laws and all Environmental Permits;

            (b)   the Purchaser has obtained all permits required under all
                  applicable Environmental Laws necessary to operate its
                  business;

            (c)   the Purchaser is not the subject of any outstanding written
                  order or Contract with any Governmental or Regulatory
                  Authority or Person respecting (i) Environmental Laws, (ii)
                  Remedial Action, (iii) any release or threatened release of a
                  Hazardous Material or (iv) any Hazardous Activity;

            (d)   the Purchaser has not received any written communication
                  alleging that the Purchaser may be in violation of any
                  Environmental Law, or any Environmental Permit, or may have
                  any liability under any Environmental Law;

            (e)   the Purchaser has no current contingent liability in
                  connection with any Hazardous Activity or release of any
                  Hazardous Materials into the indoor or outdoor environment
                  (whether on-site or off-site);

            (f)   to the Purchaser's knowledge, there are no investigations of
                  the business, operations, or currently or previously owned,
                  operated or leased property of the Purchaser pending or
                  threatened which could lead to the imposition of any liability
                  pursuant to Environmental Law;

            (g)   there is not located at any of the properties of the Purchaser
                  any (i) underground storage tanks, (ii) asbestos-containing
                  material or (iii) equipment containing polychlorinated
                  biphenyls; and,

            (h)   the Purchaser has provided to the Sellers all environmentally
                  related audits, studies, reports, analyses, and results of
                  investigations that have been performed with respect to the
                  currently or previously owned, leased or operated properties
                  of the Purchaser.

      4.20 Insurance. Schedule 4.20 sets forth a complete and accurate list of
      all policies of insurance of any kind or nature covering the Purchaser or
      any of its employees, properties or assets, including, without limitation,
      policies of life, disability, fire, theft, workers compensation, employee
      fidelity and other casualty and liability insurance. All such policies are
      in full force and effect, and, to the Purchaser's knowledge, the Purchaser
      is not in default of any provision thereof, except for such defaults as
      would not, individually or in the aggregate, have a Material Adverse
      Effect.

      4.21 Inventories; Receivables; Payables.


                                       24
<PAGE>


            (a)   The inventories of the Purchaser are in good and marketable
                  condition, and are saleable in the ordinary course of
                  business. Adequate reserves have been reflected in the Balance
                  Sheet for obsolete or otherwise unusable inventory, which
                  reserves were calculated in a manner consistent with past
                  practice and in accordance with GAAP consistently applied.

            (b)   All accounts receivable of the Purchaser have arisen from bona
                  fide transactions in the ordinary course of business
                  consistent with past practice. All accounts receivable of the
                  Purchaser reflected on the Balance Sheet are good and
                  collectible at the aggregate recorded amounts thereof, net of
                  any applicable reserve for returns or doubtful accounts
                  reflected thereon, which reserves are adequate and were
                  calculated in a manner consistent with past practice and in
                  accordance with GAAP consistently applied. All accounts
                  receivable arising after the Balance Sheet Date are good and
                  collectible at the aggregate recorded amounts thereof, net of
                  any applicable reserve for returns or doubtful accounts, which
                  reserves are adequate and were calculated in a manner
                  consistent with past practice and in accordance with GAAP
                  consistently applied.

            (c)   All accounts payable of the Purchaser reflected in the Balance
                  Sheet or arising after the date thereof are the result of bona
                  fide transactions in the ordinary course of business and have
                  been paid or are not yet due and payable.

      4.22 Related Party Transactions. Except as set forth on Schedule 4.22,
      neither the Purchaser nor any Affiliates of Purchaser has borrowed any
      moneys from or has outstanding any indebtedness or other similar
      obligations to the Purchaser. Except as set forth in Schedule 4.22,
      neither the Purchaser, any Affiliate of the Purchaser nor any officer or
      employee of any of them (i) owns any direct or indirect interest of any
      kind in, or controls or is a director, officer, employee or partner of, or
      consultant to, or lender to or borrower from or has the right to
      participate in the profits of, any Person which is (A) a competitor,
      supplier, customer, landlord, tenant, creditor or debtor of the Purchaser,
      (B) engaged in a business related to the business of the Purchaser, or (C)
      a participant in any transaction to which the Purchaser is a party or (ii)
      is a party to any Contract with the Purchaser.

      4.23 No Misrepresentation. No representation or warranty of Purchaser
      contained in this Agreement or in any schedule hereto or in any
      certificate or other instrument furnished by the Purchaser to Sellers
      pursuant to the terms hereof, contains any untrue statement of a material
      fact or omits to state a material fact necessary to make the statements
      contained herein or therein not misleading.

      4.24 Financial Advisors. Except as set forth on Schedule 4.24, no Person
      has acted, directly or indirectly, as a broker or finder for the Purchaser
      in connection with the transactions contemplated by this Agreement and no
      Person is entitled to any fee or commission or like payment in respect
      thereof.

      4.25 Guarantees. Schedule 4.25 hereto is a complete and accurate list and
      summary description of all written guarantees currently in effect
      heretofore issued by the Purchaser to any bank or other lender in
      connection with any credit facilities extended by such creditors to the
      Purchaser in connection with any other contracts or agreements
      (collectively, the "Guarantees"), including the name of such creditor and
      the amount of the indebtedness, together with any interest and fees
      currently owing and expected to be outstanding as of the Closing.


                                       25
<PAGE>


      4.26 Patriot Act. The Purchaser certifies that it has not been designated,
      and is not owned or controlled, by a "suspected terrorist" as defined in
      Executive Order 13224. The Purchaser hereby acknowledges that the Sellers
      seek to comply with all applicable Laws concerning money laundering and
      related activities. In furtherance of those efforts, the Purchaser hereby
      represents, warrants and agrees that: (i) none of the cash or property
      owned by the Purchaser has been or shall be derived from, or related to,
      any activity that is deemed criminal under United States law; and (ii) no
      contribution or payment by the Purchaser has, and this Agreement will not,
      cause the Purchaser to be in violation of the United States Bank Secrecy
      Act, the United States International Money Laundering Control Act of 1986
      or the United States International Money Laundering Abatement and
      Anti-Terrorist Financing Act of 2001.

      4.27 Trading Status. Purchaser's common stock is traded on the OTC
      Bulletin Board, under the trading symbol "BGVE." Purchaser has at least
      two market makers. As of the Closing, Purchaser's Common Stock will be
      listed for trading on the OTCBB with at least two market makers.

      4.28 Reporting Status. Purchaser is a reporting issuer under Section 15(d)
      of the Securities Exchange Act of 1934 (the "'34 Act"). Purchaser is now,
      and as of the Closing will be, current in its filings and will have filed
      all of the filings required to have been made in the previous twelve
      months.

      4.29 Investment Intention. Purchaser is acquiring the Shares for its own
      account, for investment purposes only and not with a view to the
      distribution (as such term is used in Section 2(11) of the Securities Act
      of 1933, as amended (the "Securities Act") thereof. Purchaser understands
      that the Shares have not been registered under the Securities Act and
      cannot be sold unless subsequently registered under the Securities Act or
      an exemption from such registration is available.

      4.30 Acquisition Shares. The Acquisition Shares issuable pursuant to the
      purchase price, when issued, will be duly authorized and validly issued,
      fully paid and non-assessable, will be delivered hereunder free and clear
      of any Liens, except that such Acquisition Shares will be "restricted
      securities", as such term is defined in the rules and regulations of the
      SEC promulgated under the Securities Act, and will be subject to
      restrictions on transfers pursuant to such rules and regulations.

                                   ARTICLE 5.
                                    COVENANTS

      5.1 Access to Information.

            The Sellers agree that, prior to the Closing Date, the Purchaser
      shall be entitled, through its officers, employees and representatives
      (including, without limitation, its legal advisors and accountants), to
      make such investigation of the properties, businesses and operations of
      the Company and its Subsidiaries and such examination of the books,
      records and financial condition of the Company and its Subsidiaries as it
      reasonably requests and to make extracts and copies of such books and
      records. Any such investigation and examination shall be conducted during
      regular business hours and under reasonable circumstances, and the Sellers
      shall cooperate, and shall cause the Company and its Subsidiaries to
      cooperate, fully therein. No investigation by the Purchaser prior to or
      after the date of this Agreement shall diminish or obviate any of the
      representations, warranties, covenants or agreements of the Sellers
      contained in this Agreement or the Seller Documents. In order that the
      Purchaser may have full opportunity to make such physical, business,
      accounting and legal review, examination or investigation as it may
      reasonably request of the affairs of the Company and its Subsidiaries, the
      Sellers shall cause the officers, employees, consultants, agents,
      accountants, attorneys and other representatives of the Company and its
      Subsidiaries to cooperate fully with such representatives in connection
      with such review and examination.


                                       26
<PAGE>


      5.2 Conduct of the Business Pending the Closing.

            (a)   Except as otherwise expressly contemplated by this Agreement
                  or with the prior written consent of the Purchaser, the
                  Sellers shall, and shall cause the Company to:

                  (i)   conduct the businesses of the Company only in the
                        ordinary course consistent with past practice;

                  (ii)  use its best efforts to (A) preserve its present
                        business operations, organization (including, without
                        limitation, management and the sales force) and goodwill
                        of the Company and (B) preserve its present relationship
                        with Persons having business dealings with the Company;

                  (iii) maintain (A) all of the assets and properties of the
                        Company in their current condition, ordinary wear and
                        tear excepted and (B) insurance upon all of the
                        properties and assets of the Company in such amounts and
                        of such kinds comparable to that in effect on the date
                        of this Agreement;

                  (iv)  (A) maintain the books, accounts and records of the
                        Company in the ordinary course of business consistent
                        with past practices, (B) continue to collect accounts
                        receivable and pay accounts payable utilizing normal
                        procedures and without discounting or accelerating
                        payment of such accounts, and (C) comply with all
                        contractual and other obligations applicable to the
                        operation of the Company; and

                  (v)   comply in all material respects with applicable laws,
                        including, without limitation, Environmental Laws.

            (b)   Except as otherwise expressly contemplated by this Agreement
                  or with the prior written consent of the Purchaser, the
                  Sellers shall not, and shall cause the Company not to:

                  (i)   declare, set aside, make or pay any dividend or other
                        distribution in respect of the capital stock of the
                        Company or repurchase, redeem or otherwise acquire any
                        outstanding shares of the capital stock or other
                        securities of, or other ownership interests in, the
                        Company;

                  (ii)  transfer, issue, sell or dispose of any shares of
                        capital stock or other securities of the Company or
                        grant options, warrants, calls or other rights to
                        purchase or otherwise acquire shares of the capital
                        stock or other securities of the Company;


                                       27
<PAGE>


                  (iii) effect any recapitalization, reclassification, stock
                        split or like change in the capitalization of the
                        Company;

                  (iv)  amend the certificate of incorporation or by-laws of the
                        Company;

                  (v)   (A) materially increase the annual level of compensation
                        of any employee of the Company, (B) increase the annual
                        level of compensation payable or to become payable by
                        the Company to any of its executive officers, (C) grant
                        any unusual or extraordinary bonus, benefit or other
                        direct or indirect compensation to any employee,
                        director or consultant, (D) increase the coverage or
                        benefits available under any (or create any new)
                        severance pay, termination pay, vacation pay, company
                        awards, salary continuation for disability, sick leave,
                        deferred compensation, bonus or other incentive
                        compensation, insurance, pension or other employee
                        benefit plan or arrangement made to, for, or with any of
                        the directors, officers, employees, agents or
                        representatives of the Company or otherwise modify or
                        amend or terminate any such plan or arrangement or (E)
                        enter into any employment, deferred compensation,
                        severance, consulting, non-competition or similar
                        agreement (or amend any such agreement) to which the
                        Company is a party or involving a director, officer or
                        employee of the Company in his or her capacity as a
                        director, officer or employee of the Company;

                  (vi)  subject to any Lien (except for leases that do not
                        materially impair the use of the property subject
                        thereto in their respective businesses as presently
                        conducted), any of the properties or assets (whether
                        tangible or intangible) of the Company;

                  (vii) acquire any material properties or assets or sell,
                        assign, transfer, convey, lease or otherwise dispose of
                        any of the material properties or assets (except for
                        fair consideration in the ordinary course of business
                        consistent with past practice) of the Company except,
                        with respect to the items listed on Schedule 5.2(b)(vii)
                        hereto, as previously consented to by the Purchaser;

                  (viii) cancel or compromise any debt or claim or waive or
                        release any material right of the Company except in the
                        ordinary course of business;

                  (ix)  enter into any commitment for capital expenditures of
                        the Company in excess of $25,000 for any individual
                        commitment and $100,000 for all commitments in the
                        aggregate;

                  (x)   enter into, modify or terminate any labor or collective
                        bargaining agreement of the Company or, through
                        negotiation or otherwise, make any commitment or incur
                        any liability to any labor organization with respect to
                        the Company;

                  (xi)  permit the Company to enter into any transaction or to
                        make or enter into any Contract which by reason of its
                        size or otherwise is not in the ordinary course of
                        business consistent with past practice;

                  (xii) permit the Company to enter into or agree to enter into
                        any merger or consolidation with, any corporation or
                        other entity, and not engage in any new business or
                        invest in, make a loan, advance or capital contribution
                        to, or otherwise acquire the securities of any other
                        Person;


                                       28
<PAGE>


                  (xiii) except for transfers of cash pursuant to normal cash
                        management practices, permit the Company to make any
                        investments in or loans to, or pay any fees or expenses
                        to, or enter into or modify any Contract with, any
                        Seller or any Affiliate of any Seller; or

                  (xiv) agree to do anything prohibited by this Section 6.2 or
                        anything which would make any of the representations and
                        warranties of the Sellers in this Agreement or the
                        Seller Documents untrue or incorrect in any material
                        respect as of any time through and including the
                        Effective Time.

      5.3 Consents. The Sellers shall use their best efforts, and the Purchaser
      shall cooperate with the Sellers, to obtain at the earliest practicable
      date all consents and approvals required to consummate the transactions
      contemplated by this Agreement, including, without limitation, the
      consents and approvals referred to in Section 3.6(b) hereof; provided,
      however, that neither the Sellers nor the Purchaser shall be obligated to
      pay any consideration therefor to any third party from whom consent or
      approval is requested.

      5.4 Other Actions. Each of the Sellers and the Purchaser shall use its
      best efforts to (i) take all actions necessary or appropriate to
      consummate the transactions contemplated by this Agreement and (ii) cause
      the fulfillment at the earliest practicable date of all of the conditions
      to their respective obligations to consummate the transactions
      contemplated by this Agreement.

      5.5 No Solicitation. The Sellers will not, and will not cause or permit
      the Company or any of the Company's directors, officers, employees,
      representatives or agents (collectively, the "Representatives") to,
      directly or indirectly, (i) discuss, negotiate, undertake, authorize,
      recommend, propose or enter into, either as the proposed surviving,
      merged, acquiring or acquired corporation, any transaction involving a
      merger, consolidation, business combination, purchase or disposition of
      any amount of the assets or capital stock or other equity interest in the
      Company or any of its Subsidiaries other than the transactions
      contemplated by this Agreement (an "Acquisition Transaction"), (ii)
      facilitate, encourage, solicit or initiate discussions, negotiations or
      submissions of proposals or offers in respect of an Acquisition
      Transaction, (iii) furnish or cause to be furnished, to any Person, any
      information concerning the business, operations, properties or assets of
      the Company or any of its Subsidiaries in connection with an Acquisition
      Transaction, or (iv) otherwise cooperate in any way with, or assist or
      participate in, facilitate or encourage, any effort or attempt by any
      other Person to do or seek any of the foregoing. The Sellers will inform
      the Purchaser in writing immediately following the receipt by any Seller,
      the Company or any Representative of any proposal or inquiry in respect of
      any Acquisition Transaction.

      5.6 Publicity. None of the Sellers nor the Purchaser shall issue any press
      release or public announcement concerning this Agreement or the
      transactions contemplated hereby without obtaining the prior written
      approval of the other party hereto, which approval will not be
      unreasonably withheld or delayed, unless, in the sole judgment of the
      Purchaser, disclosure is otherwise required by applicable Law or by the
      applicable rules of any stock exchange on which the Purchaser lists
      securities, provided that, to the extent required by applicable law, the
      party intending to make such release shall use its best efforts consistent
      with such applicable law to consult with the other party with respect to
      the text thereof.


                                       29
<PAGE>


      5.7 Use of Name. The Sellers hereby agree that upon the consummation of
      the transactions contemplated hereby, the Purchaser and the Company shall
      have the sole right to the use of the name "Refuel America, Inc." and the
      Sellers shall not, and shall not cause or permit any Affiliate to, use
      such name or any variation or simulation thereof in any business involving
      the Company business or any related business. If, after the Closing Date,
      the Company changes its name and the Company and its Affiliates cease to
      use such name or any variation thereof in any of their businesses for a
      period of twelve consecutive months, then the foregoing restriction with
      respect to the use of the Company's name shall cease and the Sellers may
      use such name in the conduct of any business.

      5.8 Reverse Splits. The Sellers and the Company agree not to effectuate
      any reverse splits of the Purchaser's common stock for a period of six (6)
      months following the Closing Date.

      5.9 Registration of Shares of Form S-8. The Sellers and the Company agree
      not to issue any shares of the Purchaser's common stock registered on the
      registration statement on Form S-8 for a period of six (6) months
      following the Closing Date, to the Company's consultants.


                                   ARTICLE 6.
                              CONDITIONS TO CLOSING

      6.1 Conditions Precedent to Obligations of Purchaser.

            The obligation of the Purchaser to consummate the transactions
      contemplated by this Agreement is subject to the fulfillment, on or prior
      to the Closing Date, of each of the following conditions (any or all of
      which may be waived by the Purchaser in whole or in part to the extent
      permitted by applicable law):

            (a)   all representations and warranties of the Sellers contained
                  herein shall be true and correct as of the date hereof and as
                  of the Closing Date;

            (b)   all representations and warranties of the Sellers contained
                  herein qualified as to materiality shall be true and correct,
                  and the representations and warranties of the Sellers
                  contained herein not qualified as to materiality shall be true
                  and correct in all material respects, at and as of the Closing
                  Date with the same effect as though those representations and
                  warranties had been made again at and as of that time;

            (c)   the Sellers shall have performed and complied in all material
                  respects with all obligations and covenants required by this
                  Agreement to be performed or complied with by them on or prior
                  to the Closing Date;

            (d)   the Purchaser shall have been furnished with certificates
                  (dated the Closing Date and in form and substance reasonably
                  satisfactory to the Purchaser) executed by each Seller
                  certifying as to the fulfillment of the conditions specified
                  in Sections 6.1(a), 6.1(b) and 6.1(c) hereof;

            (e)   Certificates representing 100% of the Shares shall have been,
                  or shall at the Closing be, validly delivered and transferred
                  to the Purchaser, free and clear of any and all Liens;


                                       30
<PAGE>


            (f)   there shall not have been or occurred any material adverse
                  change in the business or operations of the Company;

            (g)   the Sellers shall have obtained all consents and waivers
                  referred to in Section 3.6(b) hereof, in a form reasonably
                  satisfactory to the Purchaser, with respect to the
                  transactions contemplated by this Agreement and the Seller
                  Documents;

            (h)   no legal proceedings shall have been instituted or threatened
                  or claim or demand made against the Sellers, the Company or
                  any of its Subsidiaries, or the Purchaser seeking to restrain
                  or prohibit or to obtain substantial damages with respect to
                  the consummation of the transactions contemplated hereby, and
                  there shall not be in effect any Order by a Governmental or
                  Regulatory Authority of competent jurisdiction restraining,
                  enjoining or otherwise prohibiting the consummation of the
                  transactions contemplated hereby;

            (i)   each of the Sellers shall have provided the Purchaser with an
                  affidavit of non-foreign status that complies with Section
                  1445 of the Code (a "FIRPTA Affidavit");

            (j)   all Affiliate Loans shall have been repaid to the Company
                  prior to the Closing Date; and

            (k)   the services agreement in the form attached hereto as Exhibit
                  C shall be executed by the Purchaser and the other parties
                  thereto.

      6.2 Conditions Precedent to Obligations of the Sellers.

            The obligations of the Sellers to consummate the transactions
      contemplated by this Agreement are subject to the fulfillment, prior to or
      on the Closing Date, of each of the following conditions (any or all of
      which may be waived by the Sellers in whole or in part to the extent
      permitted by applicable law):

            (a)   all representations and warranties of the Purchaser contained
                  herein shall be true and correct as of the date hereof and as
                  of the Closing Date;

            (b)   all representations and warranties of the Purchaser contained
                  herein qualified as to materiality shall be true and correct,
                  and all representations and warranties of the Purchaser
                  contained herein not qualified as to materiality shall be true
                  and correct in all material respects, at and as of the Closing
                  Date with the same effect as though those representations and
                  warranties had been made again at and as of that date;

            (c)   the Purchaser shall have performed and complied in all
                  material respects with all obligations and covenants required
                  by this Agreement to be performed or complied with by
                  Purchaser on or prior to the Closing Date;

            (d)   the Sellers shall have been furnished with certificates (dated
                  the Closing Date and in form and substance reasonably
                  satisfactory to the Sellers) executed by the Chief Executive
                  Officer and Chief Financial Officer of the Purchaser
                  certifying as to the fulfillment of the conditions specified
                  in Sections 6.2(a), 6.2(b) and 6.2(c) hereof;


                                       31
<PAGE>


            (e)   there shall not be in effect any Order by a Governmental or
                  Regulatory Authority of competent jurisdiction restraining,
                  enjoining or otherwise prohibiting the consummation of the
                  transactions contemplated hereby;

            (f)   the Sellers shall have obtained all consents and waivers
                  referred to in Section 4.6(b) hereof, in a form reasonably
                  satisfactory to the Purchaser, with respect to the
                  transactions contemplated by this Agreement and the Seller
                  Documents;

            (g)   all officers and members of the Board of Directors of the
                  Purchaser shall have resigned and shall have appointed the
                  designees of the Sellers as members of the Board of Directors;
                  and

            (h)   the services agreement in the form attached hereto as Exhibit
                  C shall be executed by the Purchaser and the other parties
                  thereto.


                                   ARTICLE 7.
                                   TERMINATION

      7.1 Material Change in the Business of Company. If any material loss or
      damage to the Company Business occurs prior to Closing and such loss or
      damage, in Purchaser' reasonable opinion, cannot be substantially repaired
      or replaced within sixty (60) days, Purchaser shall, within two (2) days
      following any such loss or damage, by notice in writing to Company, at its
      option, either:

            (a)   terminate this Agreement, in which case no party will be under
                  any further obligation to any other party; or

            (b)   elect to complete the Acquisition and the other transactions
                  contemplated hereby, in which case the proceeds and the rights
                  to receive the proceeds of all insurance covering such loss or
                  damage will, as a condition precedent to Purchaser'
                  obligations to carry out the transactions contemplated hereby,
                  be vested in Company or otherwise adequately secured to the
                  satisfaction of Purchaser on or before the Closing Date.

7.2 Material Change in the Purchaser Business. If any material loss or damage to
  the Purchaser Business occurs prior to Closing and such loss or damage, in
  Company's reasonable opinion, cannot be substantially repaired or replaced
  within sixty (60) days, Company shall, within two (2) days following any such
  loss or damage, by notice in writing to Purchaser, at its option, either:

            (a)   terminate this Agreement, in which case no party will be under
                  any further obligation to any other party; or

            (b)   elect to complete the Acquisition and the other transactions
                  contemplated hereby, in which case the proceeds and the rights
                  to receive the proceeds of all insurance covering such loss or
                  damage will, as a condition precedent to Company's obligations
                  to carry out the transactions contemplated hereby, be vested
                  in Purchaser or otherwise adequately secured to the
                  satisfaction of Company on or before the Closing Date.


                                       32
<PAGE>


                                   ARTICLE 8.

                            DOCUMENTS TO BE DELIVERED

      8.1 Documents to be Delivered by the Sellers.

            At the Closing, the Sellers shall deliver, or cause to be delivered,
      to the Purchaser the following:

            (a)   stock certificates representing the Shares, duly endorsed in
                  blank or accompanied by stock transfer powers and with all
                  requisite stock transfer tax stamps attached;

            (b)   the certificates referred to in Section 6.1(d) and 6.1(e)
                  hereof;

            (c)   copies of all consents and waivers referred to in Section
                  6.1(g) hereof;

            (d)   certificates of good standing with respect to the Company
                  issued by the Secretary of State of the Delaware and for each
                  state in which the Company is qualified to do business as a
                  foreign corporation;

            (e)   duly executed Patent Royalty Agreement; and

            (f)   such other documents as the Purchaser shall reasonably
                  request.

      8.2 Documents to be Delivered by the Purchaser.

            At the Closing, the Purchaser shall deliver to the Sellers the
      following:

            (a)   the Acquisition Shares;

            (b)   the certificates referred to in Section 6.2(d) hereof;

            (c)   copies of all consents and waivers referred to in Section
                  6.1(g) hereof;

            (d)   certificates of good standing with respect to the Company
                  issued by the Secretary of State of the Nevada and for each
                  state in which the Company is qualified to do business as a
                  foreign corporation;

            (e)   resignations of the officers and members of the Board of
                  Directors of Purchaser; and

            (d)   such other documents as the Sellers shall reasonably request.


                                       33
<PAGE>


                                   ARTICLE 9.
                                 INDEMNIFICATION

9.1      Indemnification.

            (a)   Subject to Section 9.2 hereof, the Sellers hereby agree to
                  jointly and severally indemnify and hold the Purchaser, the
                  Company, and their respective directors, officers, employees,
                  Affiliates, agents, successors and assigns (collectively, the
                  "Purchaser Indemnified Parties") harmless from and against:

                  (i)   any and all losses, liabilities, obligations, damages,
                        costs and expenses based upon, attributable to or
                        resulting from the failure of any representation or
                        warranty of the Sellers set forth in Article 3 hereof,
                        or any representation or warranty contained in any
                        certificate delivered by or on behalf of the Sellers
                        pursuant to this Agreement, to be true and correct in
                        all respects as of the date made;

                  (ii)  any and all losses, liabilities, obligations, damages,
                        costs and expenses based upon, attributable to or
                        resulting from the breach of any covenant or other
                        agreement on the part of the Sellers under this
                        Agreement;

                  (iii) any and all Expenses incident to the foregoing.

            (b)   Subject to Section 9.2, Purchaser hereby agrees to indemnify
                  and hold the Sellers and their respective Affiliates, agents,
                  successors and assigns (collectively, the "Seller Indemnified
                  Parties") harmless from and against:

                  (i)   any and all losses, liabilities, obligations, damages,
                        costs and expenses based upon, attributable to or
                        resulting from the failure of any representation or
                        warranty of the Purchaser set forth in Section 4 hereof,
                        or any representation or warranty contained in any
                        certificate delivered by or on behalf of the Purchaser
                        pursuant to this Agreement, to be true and correct as of
                        the date made;

                  (ii)  any and all losses, liabilities, obligations, damages,
                        costs and expenses based upon, attributable to or
                        resulting from the breach of any covenant or other
                        agreement on the part of the Purchaser under this
                        Agreement; and

                  (iii) any and all Expenses incident to the foregoing.

      9.2 Limitations on Indemnification for Breaches of Representations and
      Warranties.

            An Indemnifying Party shall not have any liability under Section
      9.1(a)(ii) or Section 9.1(b) hereof unless the aggregate amount of Losses
      and Expenses to the indemnified parties finally determined to arise
      thereunder based upon, attributable to or resulting from the failure of
      any representation or warranty to be true and correct, other than the
      representations and warranties set forth in Sections 3.7, 3.10 and 3.15
      hereof, exceeds $5,000 (the "Basket") and, in such event, the Indemnifying
      Party shall be required to pay the entire amount of such Losses and
      Expenses.

      9.3 Indemnification Procedures.


                                       34
<PAGE>


            (a)   In the event that any legal proceedings shall be instituted or
                  that any claim or demand ("Claim") shall be asserted by any
                  Person in respect of which payment may be sought under Section
                  9.1 hereof (regardless of the Basket referred to above), the
                  Indemnified Party shall reasonably and promptly cause written
                  notice of the assertion of any Claim of which it has knowledge
                  which is covered by this indemnity to be forwarded to the
                  Indemnifying Party. The Indemnifying Party shall have the
                  right, at its sole option and expense, to be represented by
                  counsel of its choice, which must be reasonably satisfactory
                  to the Indemnified Party, and to defend against, negotiate,
                  settle or otherwise deal with any Claim which relates to any
                  Losses indemnified against hereunder. If the Indemnifying
                  Party elects to defend against, negotiate, settle or otherwise
                  deal with any Claim which relates to any Losses indemnified
                  against hereunder, it shall within five (5) days (or sooner,
                  if the nature of the Claim so requires) notify the Indemnified
                  Party of its intent to do so. If the Indemnifying Party elects
                  not to defend against, negotiate, settle or otherwise deal
                  with any Claim which relates to any Losses indemnified against
                  hereunder, fails to notify the Indemnified Party of its
                  election as herein provided or contests its obligation to
                  indemnify the Indemnified Party for such Losses under this
                  Agreement, the Indemnified Party may defend against,
                  negotiate, settle or otherwise deal with such Claim. If the
                  Indemnified Party defends any Claim, then the Indemnifying
                  Party shall reimburse the Indemnified Party for the Expenses
                  of defending such Claim upon submission of periodic bills. If
                  the Indemnifying Party shall assume the defense of any Claim,
                  the Indemnified Party may participate, at his or its own
                  expense, in the defense of such Claim; provided, however, that
                  such Indemnified Party shall be entitled to participate in any
                  such defense with separate counsel at the expense of the
                  Indemnifying Party if, (i) so requested by the Indemnifying
                  Party to participate or (ii) in the reasonable opinion of
                  counsel to the Indemnified Party, a conflict or potential
                  conflict exists between the Indemnified Party and the
                  Indemnifying Party that would make such separate
                  representation advisable; and provided, further, that the
                  Indemnifying Party shall not be required to pay for more than
                  one such counsel for all indemnified parties in connection
                  with any Claim. The parties hereto agree to cooperate fully
                  with each other in connection with the defense, negotiation or
                  settlement of any such Claim.

            (b)   After any final judgment or award shall have been rendered by
                  a court, arbitration board or administrative agency of
                  competent jurisdiction and the expiration of the time in which
                  to appeal therefrom, or a settlement shall have been
                  consummated, or the Indemnified Party and the Indemnifying
                  Party shall have arrived at a mutually binding agreement with
                  respect to a Claim hereunder, the Indemnified Party shall
                  forward to the Indemnifying Party notice of any sums due and
                  owing by the Indemnifying Party pursuant to this Agreement
                  with respect to such matter and the Indemnifying Party shall
                  be required to pay all of the sums so due and owing to the
                  Indemnified Party by wire transfer of immediately available
                  funds within 10 business days after the date of such notice.

            (c)   The failure of the Indemnified Party to give reasonably prompt
                  notice of any Claim shall not release, waive or otherwise
                  affect the Indemnifying Party's obligations with respect
                  thereto except to the extent that the Indemnifying Party can
                  demonstrate actual loss and prejudice as a result of such
                  failure.

                                  ARTICLE 10.
                              POST-CLOSING MATTERS


                                       35
<PAGE>


      10.1 Forthwith after the Closing, Purchaser, Company and the Sellers agree
      to use all their best efforts to:

            (a)   issue a news release reporting the Closing;

            (b)   take all necessary corporate action to change the name of the
                  Purchaser to Newgen Fuel Technologies, Inc.; and

            (c)   file a Form 8-K with the Securities and Exchange Commission
                  disclosing the terms of this Agreement with audited financial
                  statements of Company as well as any required pro forma
                  financial information or other information of Company and
                  Purchaser as required by the rules and regulations of the
                  Securities and Exchange Commission;

                                  ARTICLE 11.
                               GENERAL PROVISIONS

      11.1 Notices. All notices and other communications under this Agreement
      shall be in writing and shall be deemed given when delivered personally or
      mailed by certified mail, return receipt requested, to the parties (and
      shall also be transmitted by facsimile to the Persons receiving copies
      thereof) at the following addresses (or to such other address as a party
      may have specified by notice given to the other party pursuant to this
      provision):

      If to Purchaser to:

      Bongiovi Entertainment, Inc.
      39 Hansen Farm Road
      North Haven, CT 06473

      with a copies to:

      Iwona J. Alami, Esq.
      Law Offices of Iwona J. Alami
      620 Newport Center Dr., Suite 1100
      Newport Beach, CA 92660

      If to Company or Sellers to:

      Refuel America, Inc.
      12th Floor, 6000 Fairview Ave.
      Charlotte, NC   28210

      with a copy to:

      Thomas A. Rose, Esq.
      Sichenzia Ross Friedman Ference LLP
      1065 Avenue of the Americas
      New York, New York 10018
      Phone: (212) 930-9700
      Facsimile: (212) 930-9725


                                       36
<PAGE>


      All such notices, requests and other communications will (i) if delivered
      personally to the address as provided in this Section, be deemed given
      upon delivery, (ii) if delivered by mail in the manner described above to
      the address as provided in this Section, be deemed given upon receipt, and
      (iii) if delivered by courier to the address as provided for in this
      Section, be deemed given on the earlier of the second Business Day
      following the date sent by such courier or upon receipt. Any party from
      time to time may change its address or other information for the purpose
      of notices to that party by giving notice specifying such change to the
      other party hereto.

      11.2 Payment of Sales, Use or Similar Taxes. All sales, use, transfer,
      intangible, recordation, documentary stamp or similar Taxes or charges, of
      any nature whatsoever, applicable to, or resulting from, the transactions
      contemplated by this Agreement shall be borne by the Sellers.

      11.3 Expenses. Except as otherwise provided in this Agreement, the Sellers
      and the Purchaser shall each bear its own expenses incurred in connection
      with the negotiation and execution of this Agreement and each other
      agreement, document and instrument contemplated by this Agreement and the
      consummation of the transactions contemplated hereby and thereby, it being
      understood that in no event shall the Company bear any of such costs and
      expenses.

      11.4 Specific Performance. The Sellers acknowledge and agree that the
      breach of this Agreement would cause irreparable damage to the Purchaser
      and that the Purchaser will not have an adequate remedy at law. Therefore,
      the obligations of the Sellers under this Agreement, including, without
      limitation, the Sellers' obligation to sell the Shares to the Purchaser,
      shall be enforceable by a decree of specific performance issued by any
      court of competent jurisdiction, and appropriate injunctive relief may be
      applied for and granted in connection therewith. Such remedies shall,
      however, be cumulative and not exclusive and shall be in addition to any
      other remedies which any party may have under this Agreement or otherwise.

      11.5 Further Assurances. The Sellers and the Purchaser each agrees to
      execute and deliver such other documents or agreements and to take such
      other action as may be reasonably necessary or desirable for the
      implementation of this Agreement and the consummation of the transactions
      contemplated hereby.

      11.6 Submission to Jurisdiction; Consent to Service of Process.

            (a)   The parties hereto hereby irrevocably submit to the
                  non-exclusive jurisdiction of any federal or state court
                  located within the State of New York over any dispute arising
                  out of or relating to this Agreement or any of the
                  transactions contemplated hereby and each party hereby
                  irrevocably agrees that all claims in respect of such dispute
                  or any suit, action proceeding related thereto may be heard
                  and determined in such courts. The parties hereby irrevocably
                  waive, to the fullest extent permitted by applicable law, any
                  objection which they may now or hereafter have to the laying
                  of venue of any such dispute brought in such court or any
                  defense of inconvenient forum for the maintenance of such
                  dispute. Each of the parties hereto agrees that a judgment in
                  any such dispute may be enforced in other jurisdictions by
                  suit on the judgment or in any other manner provided by law.


                                       37
<PAGE>


            (b)   Each of the parties hereto hereby consents to process being
                  served by any party to this Agreement in any suit, action or
                  proceeding by the mailing of a copy thereof in accordance with
                  the provisions of Section 11.1.

      11.7 Entire Agreement; Amendments and Waivers. This Agreement (including
      the schedules and exhibits hereto) represents the entire understanding and
      agreement between the parties hereto with respect to the subject matter
      hereof and can be amended, supplemented or changed, and any provision
      hereof can be waived, only by written instrument making specific reference
      to this Agreement signed by the party against whom enforcement of any such
      amendment, supplement, modification or waiver is sought. No action taken
      pursuant to this Agreement, including without limitation, any
      investigation by or on behalf of any party, shall be deemed to constitute
      a waiver by the party taking such action of compliance with any
      representation, warranty, covenant or agreement contained herein. The
      waiver by any party hereto of a breach of any provision of this Agreement
      shall not operate or be construed as a further or continuing waiver of
      such breach or as a waiver of any other or subsequent breach. No failure
      on the part of any party to exercise, and no delay in exercising, any
      right, power or remedy hereunder shall operate as a waiver thereof, nor
      shall any single or partial exercise of such right, power or remedy by
      such party preclude any other or further exercise thereof or the exercise
      of any other right, power or remedy. All remedies hereunder are cumulative
      and are not exclusive of any other remedies provided by law.

      11.8 Governing Law. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Nevada.

      11.9 Headings. Section headings of this Agreement are for reference
      purposes only and are to be given no effect in the construction or
      interpretation of this Agreement.

      11.10 Severability. If any provision of this Agreement is invalid or
      unenforceable, the balance of this Agreement shall remain in effect.

      11.11 Binding Effect; Assignment. This Agreement shall be binding upon and
      inure to the benefit of the parties and their respective successors and
      permitted assigns. Nothing in this Agreement shall create or be deemed to
      create any third party beneficiary rights in any person or entity not a
      party to this Agreement except as provided below. No assignment of this
      Agreement or of any rights or obligations hereunder may be made by either
      the Sellers or the Purchaser (by operation of law or otherwise) without
      the prior written consent of the other parties hereto and any attempted
      assignment without the required consents shall be void; provided, however,
      that the Purchaser may assign this Agreement and any or all rights or
      obligations hereunder (including, without limitation, the Purchaser's
      rights to purchase the Shares and the Purchaser's rights to seek
      indemnification hereunder) to any Affiliate of the Purchaser. Upon any
      such permitted assignment, the references in this Agreement to the
      Purchaser shall also apply to any such assignee unless the context
      otherwise requires.

      11.12 Counterparts. This Agreement may be executed in counterparts, each
      of which when executed by any party will be deemed to be an original and
      all of which counterparts will together constitute one and the same
      Agreement. Delivery of executed copies of this Agreement by telecopier
      will constitute proper delivery, provided that originally executed
      counterparts are delivered to the parties within a reasonable time
      thereafter.


                                       38
<PAGE>


                  [Remainder of page intentionally left blank.]


                                       39
<PAGE>


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

                                                    BONGIOVI ENTERTAINMENT, INC.

                                                    By: /s/ Larry Shatsoff
                                                    ----------------------------
                                                    Name: Larry Shatsoff
                                                    Title: President/Director

                                                    REFUEL AMERICA, INC.

                                                    By: /s/ Bruce Wunner
                                                    ----------------------------
                                                    Name: Bruce Wunner
                                                    Title: Chairman

SHAREHOLDER SIGNATURE PAGE FOLLOWS:


                                       40
<PAGE>


SHAREHOLDERS

/s/ Ian Williamson
----------------------------------------
Ian Williamson

/s/ Cliff Hazel
----------------------------------------
Cliff Hazel

/s/ Frank Crivello
----------------------------------------
Frank Crivello, SEP IRA

/s/ Frank Crivello
----------------------------------------
Frank Crivello

/s/ David Marks
----------------------------------------
David Marks

/s/ Clifford Rhee
----------------------------------------
Clifford Rhee

/s/ Luigi Lo Basso
----------------------------------------
Luigi Lo Basso

/s/ Guy Crawford
----------------------------------------
Guy Crawford

/s/ Henry Hackel
----------------------------------------
Henry Hackel

Underwood Family Partners

By: /s/
----------------------------------------
Battersea Capital, Inc.


                                       41
<PAGE>


By: /s/
----------------------------------------
Sichenzia Ross Friedman Ference LLP

By:/s/ Thomas A. Rose
----------------------------------------

/s/ John King
----------------------------------------
John King

/s/ John King
----------------------------------------
John King IRA, c/o Ch. Schwab

/s/ Jill King
----------------------------------------
Jill King

/s/ Jill King
----------------------------------------
Jill King IRA, c/o Ch. Schwab

FEA, LLC

By: /s/ Bruce Wunner
----------------------------------------

/s/ Michael D'Onofrio
----------------------------------------
Michael D'Onofrio


                                       42
<PAGE>


/s/ Mike Woods
----------------------------------------
Mike Woods

/s/ Marie C. D'Onofrio
----------------------------------------
Marie C. D'Onofrio

/s/ Thomas M. D'Onofrio
----------------------------------------
Thomas M. D'Onofrio

The Blues'

By:/s/ Ian Jack
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/s/ Winifred M. D'Onofrio
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Winifred Jack

/s/ Desmond Morrow
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Desmond Morrow


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