EXHIBIT 2.1
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                               EXCHANGE AGREEMENT
                                  BY AND AMONG
                      NATIONAL HEALTHCARE TECHNOLOGY, INC.
                        SPECIAL STONE SURFACES Es3, INC.
                                       AND
                          CERTAIN STOCKHOLDERS OF EACH
                               Dated June 30, 2005
TABLE OF CONTENTS
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ARTICLE I EXCHANGE OF SECURITIES..............................................................1

Section 1.1                         The Exchange..............................................1
Section 1.2                         Exchange Ratio............................................2

ARTICLE II THE CLOSING........................................................................2

Section 2.1                         Closing Date..............................................2
Section 2.2                         Transactions at Closing...................................3

ARTICLE III REPRESENTATIONS AND WARRANTIES OF NHT AND CROWN PARTNERS..........................5

Section 3.1                         Organization and Qualification............................5
Section 3.2                         Authorization.............................................6
Section 3.3                         Validity and Effect of Agreement..........................6
Section 3.4                         No Conflict...............................................6
Section 3.5                         Required Filings and Consents.............................6
Section 3.6                         Capitalization............................................6
Section 3.7                         Status of Common Stock....................................7
Section 3.8                         SEC Reports and Financial Statements......................7
Section 3.9                         Financial Statements......................................7
Section 3.10                        No Undisclosed Assets or Liabilities......................7
Section 3.11                        No Contract Rights or Commitments.........................8
Section 3.12                        No Intellectual Property Rights or Infringement...........8
Section 3.13                        Litigation................................................8
Section 3.14                        Taxes.....................................................8
Section 3.15                        Registration..............................................8
Section 3.16                        Trading...................................................8
Section 3.17                        Books and Records.........................................8
Section 3.18                        Insurance.................................................8
Section 3.19                        Compliance................................................9
Section 3.20                        Absence of Certain Changes................................9
Section 3.21                        Material Transactions or Affiliations.....................9
Section 3.22                        Employees................................................10
Section 3.23                        Previous Sales of Securities.............................10
Section 3.24                        Principals of NHT........................................10
Section 3.25                        Tax-Free Exchange........................................10
Section 3.26                        Brokers and Finders......................................10
Section 3.27                        Disclosure...............................................10
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ARTICLE IV REPRESENTATIONS AND WARRANTIES OF Es3.............................................11

Section 4.1                         Organization and Qualification...........................11
Section 4.2                         Authorization; Validity and Effect of Agreement..........11
Section 4.3                         No Conflict..............................................11
Section 4.4                         Required Filings and Consents............................12
Section 4.5                         Capitalization...........................................12
Section 4.6                         Financial Statements.....................................12
Section 4.7                         No Undisclosed Liabilities...............................12
Section 4.8                         Properties and Assets....................................12
Section 4.9                         Litigation...............................................12
Section 4.10                        Taxes....................................................12
Section 4.11                        Compliance...............................................13
Section 4.12                        Absence of Certain Changes...............................13
Section 4.13                        Previous Sales of Securities.............................13
Section 4.14                        Principals of Es3........................................13
Section 4.15                        Brokers and Finders......................................14

ARTICLE V REPRESENTATIONS AND WARRANTIES OF EACH SELLER......................................14

Section 5.1                         Authority and Validity...................................14
Section 5.2                         Validity.................................................14
Section 5.3                         No Breach or Violation...................................14
Section 5.4                         Consents and Approvals...................................14
Section 5.5                         Title....................................................15
Section 5.6                         Investor Status..........................................15
Section 5.7                         No Government Review.....................................15
Section 5.8                         Investment Intent........................................15
Section 5.9                         Restrictions on Transfer.................................15
Section 5.10                        Informed Investment......................................15
Section 5.11                        Access to Information....................................16
Section 5.12                        Reliance on Representations..............................16
Section 5.13                        No General Solicitation..................................16
Section 5.14                        Placement and Finder's Fees..............................16

ARTICLE VI CERTAIN COVENANTS.................................................................16

Section 6.1                         Conduct of Business by NHT...............................16
Section 6.2                         Access to Information....................................17
Section 6.3                         Confidentiality; No Solicitation.........................17
Section 6.4                         Further Assurances.......................................17
Section 6.5                         Public Announcements.....................................18
Section 6.6                         Notification of Certain Matters..........................18
Section 6.7                         Financial Statements.....................................18
Section 6.8                         Payment to Crown Partners................................18
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Section 6.9                         Prohibition on Trading in NHT Securities.................18
Section 6.10                        Registration Statement...................................19
Section 6.11                        Tax-Free Exchange Status.................................19
Section 6.12                        Disposition of Assets and Liabilities....................19
Section 6.13                        NHT's Shareholders' Undertakings.........................19
Section 6.14                        Waiver of Claims.........................................19

ARTICLE VII CONDITIONS TO CONSUMMATION OF THE EXCHANGE.......................................20

Section 7.1                         Conditions to Obligations of Es3.........................20
Section 7.2                         Conditions to Obligations of NHT.........................21

ARTICLE VIII INDEMNIFICATION.................................................................22

Section 8.1                         Indemnification by NHT and Crown Partners................22
Section 8.2                         Indemnification by Es3...................................22
Section 8.3                         Indemnification Procedures for Third-Party Claim.........23
Section 8.4                         Indemnification Procedures for Non-Third Party Claims....24
Section 8.5                         Limitations on Indemnification...........................24
Section 8.6                         Security Interest........................................24

ARTICLE IX TERMINATION.......................................................................24

Section 9.1                         Termination..............................................24
Section 9.2                         Procedure and Effect of Termination......................25

ARTICLE X MISCELLANEOUS......................................................................25

Section 10.1                        Entire Agreement.........................................25
Section 10.2                        Amendment and Modifications..............................26
Section 10.3                        Extensions and Waivers...................................26
Section 10.4                        Successors and Assigns...................................26
Section 10.5                        Survival of Representations, Warranties and Covenants....26
Section 10.6                        Headings; Definitions....................................26
Section 10.7                        Severability.............................................26
Section 10.8                        Specific Performance.....................................26
Section 10.9                        Notices..................................................27
Section 10.10                       Governing Law............................................28
Section 10.11                       Consent to Jurisdiction..................................28
Section 10.12                       Counterparts.............................................28
Section 10.13                       Certain Definitions......................................28
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EXHIBITS AND SCHEDULES

Exhibit A         Form of Legal Opinion of NHT Counsel
Exhibit B         Form of NHT Officer and Director Release
Exhibit C         Form of Investor Rights Agreement
Exhibit D         Form of Legal Opinion of Es3 Counsel
Exhibit E         Form of Notice of Exchange

Schedule I        Schedule of Es3 Shares to be exchanged for Common Stock
Schedule II       Schedule of Es3 Options to be exchanged for NHT Options
Schedule III      Investor Questionnaire

                                       iv
<PAGE>
EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (the  "Agreement"),  is made and entered into as of June
30,  2005,  by and  among  National  Healthcare  Technology,  Inc.,  a  Colorado
corporation  ("NHT"),  Crown  Partners,   Inc.,  a  Nevada  corporation  ("Crown
Partners"),  and Special Stone Surfaces Es3, Inc., a Nevada corporation ("Es3"),
and the  stockholders  of Es3 set forth on the signature pages to this Agreement
(collectively,  the "Sellers" and individually, a "Seller"), with respect to the
following facts:

                                    RECITALS

A. Sellers own at least 80% of the issued and outstanding shares of Common Stock
of Es3, par value $.01 per share (the "Es3 Shares"),  and 100% of the issued and
outstanding options,  warrants or other rights to acquire or purchase Es3 Shares
("Es3  Options"),  in the  denominations  as set forth opposite their respective
names on Schedule I and Schedule II to this Agreement, respectively;

B. NHT desires to acquire from Sellers,  and Sellers desire to sell and transfer
to NHT,  all of the Es3 Shares  owned by Sellers on the Closing Date in exchange
for the  issuance and  delivery by NHT of one share of Common  Stock,  par value
$0.001 per share, of NHT ("Common Stock"), for each one Es3 Share (the "Exchange
Ratio"), on the terms and conditions set forth below (the "Exchange");

C. Crown  Partners  beneficially  owns  approximately  29.0% of the  outstanding
shares of Common  Stock,  and will  benefit from the  transactions  contemplated
herein; and

D. It is intended  that,  for federal  income tax purposes,  the Exchange  shall
qualify as an exchange  described in Section 351 of the of the Internal  Revenue
Code of 1986, as amended (the "Code") and a reorganization  described in Section
368 of the Code.

NOW, THEREFORE,  in consideration of the foregoing premises and representations,
warranties,  covenants and agreements  contained herein,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  and  intending to be legally  bound  hereby,  the parties  hereto
hereby agree as follows:

                                    ARTICLE I

                             EXCHANGE OF SECURITIES

Section 1.1 The Exchange(a) . On the terms and subject to the conditions of this
Agreement,  on the  Closing  Date,  NHT shall  issue and  deliver to each of the
Sellers  such  number of shares of Common  Stock as is set forth  opposite  such
Seller's  name on  Schedule  I hereto,  subject  to  adjustment  as set forth in
Section 1.2,  and each such Seller shall sell,  transfer and deliver to NHT, the
number of issued and  outstanding  Es3 Shares set forth  opposite  such Seller's
name on Schedule I hereto along with a duly executed share  assignment  endorsed
in favor of NHT. NHT shall issue and deliver to each Seller  owning Es3 Options,
exercisable  for the  number of  shares  of  Common  Stock and at such per share
exercise price as is set forth opposite such Seller's name on Schedule II hereto
in form and substance  acceptable to Es3. Any restriction on the exercise of any
such  Es3  Option  shall  continue  in full  force  and  effect  and  the  term,
exercisability,  vesting  schedule and other provisions of such Es3 Option shall
otherwise remain unchanged.

                                      -1-
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Section 1.2 Exchange Ratio.


(a) NHT currently has  outstanding  78,571 shares of Common Stock. In connection
with the Closing,  it is intended  that,  the former  shareholders  of Es3 would
receive 18,108,750 shares of Common Stock (assuming 100% of the Es3 shareholders
become Sellers), that Crown Partners will receive 905,438 shares of Common Stock
(the "Crown  Shares"),  and that two  consultants  to NHT will  receive  400,000
shares of Common Stock (the "Consultant  Shares").  Holders of Es3 Options would
receive warrants to purchase 1,900,000 shares of Common Stock.


(b) If between the date of this  Agreement and the Closing Date,  there shall be
any other change in the number of shares of outstanding  capital stock of either
NHT or Es3, the Exchange Ratio shall be adjusted such that immediately following
the  Closing,  the  aggregate  number of shares of Common  Stock  issued to each
represents the percentage ownership set forth above.


(c) If between the date of this  Agreement and the Closing Date,  the holders of
issued and  outstanding  Es3 Shares  constituting  less than one hundred percent
(100%)  but  more  than  eighty  percent  (80%)  have  agreed  to  the  Exchange
contemplated  hereunder,  then Es3 shall proceed to the Closing of the Exchange,
subject to satisfaction of the conditions set forth in Section 7.1. For a period
of three months  following the Closing Date,  NHT may, but shall not be required
to accept for Exchange any Es3 Shares then held by any  shareholder  who has not
yet  accepted  the   Exchange  (a  "Delayed   Shareholder"),   subject  to  such
shareholder's  execution  of this  Agreement  as a Seller  for all  intents  and
purpose,  including but not limited to assuming all representations,  warranties
and  undertakings  of  the  Sellers  hereunder  and  performance  of  all of the
conditions for Closing to be performed by each Seller hereunder. Until such time
as a Delayed  Shareholder  executes this Agreement and submits his Es3 Shares in
exchange  for shares of Common  Stock  (thereby  becoming  a  Seller),  and such
exchange is accepted by NHT, such Delayed Shareholder shall remain a shareholder
of Es3 and  shall  not be  considered  a  shareholder  of NHT and  shall  not be
entitled to any of the rights thereof, including without limitation the right to
vote or receive any distributions with respect thereto.


                                   ARTICLE II


                                   THE CLOSING


Section 2.1 Closing Date. The closing of the Exchange and the other transactions
contemplated by this Agreement (the  "Closing")  shall take place at the offices
of Duane Morris LLP, 101 West Broadway,  Suite 900, San Diego, CA 92101 at 10:00
a.m. on June 30, 2005, or at such other  location,  date and time as NHT and Es3
may  agree.  The time and date upon  which the  Closing  actually  occurs  being
referred to herein as the "Closing Date").

                                      -2-
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Section 2.2 Transactions at Closing. At the Closing, the following  transactions
shall take place  simultaneously and no transaction shall be deemed to have been
completed  or any  document  delivered  until  all such  transactions  have been
completed and all required documents delivered:

(a) NHT shall deliver the following documents:


(i) Validly executed stock certificates corresponding to the Common Stock issued
in the name of the Sellers in the amounts set forth in Schedule I;


(ii)  Validly  executed  stock  certificates  corresponding  to the Common Stock
representing the Crown Shares;


(iii) Validly  executed  stock  certificates  corresponding  to the Common Stock
representing the Consultant Shares;


(iv) Validly  executed  option or warrant  agreements  issued in the name of the
Sellers and in the amounts and terms set forth in Schedule II;


(v)  Instructions  directing its transfer agent to register the allotment of the
Common Stock to the Sellers,  to Crown Partners and to the  Consultants,  and to
reserve for issuance the shares of Common Stock  underlying the Es3 Options,  in
the stockholders ledger of NHT;


(vi) True copies of all consents and waivers obtained by NHT, in accordance with
the provisions of Section 7.1 below;


(vii)  Certificate  of good standing from the Secretary of State of the State of
Colorado,  dated at or about the Closing Date, to the effect that NHT is in good
standing under the laws of said state;


(viii)  Certified copy of the Certificate of  Incorporation of NHT, as certified
by the Secretary of State of the State of Colorado at or about the Closing Date;


(ix)  Secretary's  certificate  duly executed by NHT's  secretary  attaching and
attesting  to the accuracy  of: (A) the bylaws of NHT,  (B) the  resolutions  of
NHT's board of directors  hereto  issuing and  allotting the Common Stock to the
Sellers   subject  to  the  provisions   hereof,   approving  the   transactions
contemplated hereby, including the Exchange,  appointing the designees of Es3 as
directors  of  NHT,  and  (C) an  incumbency  certificate  signed  by all of the
executive officers of NHT dated at or about the Closing Date;


(x) An officer's  certificate duly executed by NHT's chief executive  officer to
the  effect  that the  conditions  set forth in Section  7.1(a)  below have been
satisfied, dated as of the date of the Closing;


(xi)  A  signed  opinion  of  counsel  to  NHT,  dated  as of the  Closing  Date
substantially in the form attached hereto as Exhibit A hereto;

                                      -3-
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(xii)  Resignation  and release letters in the form attached hereto as Exhibit B
hereto from each of the current officers and directors of NHT;


(xiii) A signed Investor Rights Agreement, granting anti-dilution protection and
piggyback  registration  rights to the Crown Shares,  substantially  in the form
attached hereto as Exhibit C ;


(xiv) All corporate books and records of NHT; and


(xv) Such other documents and instruments as Es3 may reasonably request.


(b) Es3 shall deliver or cause to be delivered the  following  documents  and/or
shall take the following actions:


(i) A wire transfer of $200,000 in immediately  available funds,  which shall be
delivered  to  Crown  Partners  on  behalf  of NHT,  as  payment  in full of all
intercompany accounts between NHT and Crown Partners. An additional amount equal
to  $300,000  shall  be paid to  Crown  Partners  within  90 days of the date of
Closing;


(ii) Es3 shall deliver to NHT share  certificates  in the name of NHT in respect
of all Es3  Shares  and  shall  register  Es3  Shares  in the name of NHT in the
shareholders register of Es3;


(iii)  Certificate  of good standing from the Secretary of State of the State of
Nevada,  dated at or about the Closing  Date,  to the effect that Es3 is in good
standing under the laws of said state;


(iv) Certified copy of the  Certificate of  Incorporation  of Es3, as amended to
date  certified by the Secretary of State of the State of Nevada at or about the
Closing Date;


(v)  Secretary's  certificate  duly  executed by Es3's  secretary  attaching and
attesting  to the accuracy  of: (A) the bylaws of Es3,  (B) the  resolutions  of
Es3's  board of  directors,  approving  the  transactions  contemplated  hereby,
including the Exchange,  and (C) an incumbency  certificate signed by all of the
executive officers of Es3 dated at or about the Closing Date;


(vi) An officer's  certificate duly executed by Es3's chief executive officer of
Es3 to the effect that the  conditions  set forth in Section  7.2(a)  below have
been satisfied, dated as of the date of the Closing;


(vii) True copies of all  consents  and waivers  obtained by Es3, in  accordance
with the provisions of Section 7.1 below; and


(viii) A  signed  opinion  of  counsel  to NHT,  dated  as of the  Closing  Date
substantially in the form attached hereto as Exhibit D hereto.


                                      -4-
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(c) The Sellers shall deliver the following documents:

(i) to NHT,  duly executed  share  assignments  in the form  attached  hereto as
Exhibit E  effecting  the  immediate  and  unconditional  sale,  assignment  and
irrevocable  transfer of Es3 Securities to NHT, free and clear of any liens,  or
any  other  third  party  rights  of any kind and  nature,  whether  voluntarily
incurred or arising by operation of law;


(ii) to Es3, as agent for NHT, all share  certificates in respect of Es3 Shares;
and


(iii) to Es3, as agent for NHT, all warrant  agreements issued in respect of the
Es3 Options.


(d) Until such time as Es3 pays the additional  $300,000 to Crown Partners,  the
certificates  representing  shares to be issued to the Sellers  shall be held is
escrow by Claudia Zaman,  Esq. as agent. Upon confirmation that the $300,000 has
been paid,  Claudia Zaman, Esq. is authorized to release the share  certificates
to the Sellers.  If the remaining  $300,000 is not paid to Crown Partners within
the 90 days from the Closing,  then absent joint written  instructions  from the
NHT and Es3 this  transaction  as it relates to the  exchange  with Es3 shall be
rescinded  and the $200,000  previously  paid will be converted to shares of the
Common  Stock of NHT at $10 per share or a total of 20,000  shares of NHT Common
Stock in restricted form will be issued to Es3. Upon  confirmation from Es3 that
it has received the certificate for the 20,000 shares,  Claudia Zaman, Esq. will
return the  certificates  representing  the shares that were to be issued to the
Sellers to NHT. The conversion of the $200,000 into Common Stock as stated above
shall be Es3's sole damages,  and NHT and Crown Partners'  exclusive remedy, for
any breach of this covenant. Except as set forth above, Claudia Zaman, Esq. will
act only upon the joint written instruction of the parties.


                                   ARTICLE III


            REPRESENTATIONS AND WARRANTIES OF NHT AND CROWN PARTNERS


NHT and  Crown  Partners,  jointly  and  severally,  hereby  make the  following
representations and warranties to Es3 and each Seller:


Section 3.1  Organization and  Qualification.  NHT and/or Crown Partners is duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction of organization,  with the corporate power and authority to own and
operate its business as presently  conducted,  except where the failure to be or
have any of the foregoing would not have a Material Adverse Effect.  NHT is duly
qualified as a foreign  corporation  to do business  and is in good  standing in
each  jurisdiction  where the  character of its  properties  owned or held under
lease or the  nature of their  activities  makes such  qualification  necessary,
except for such  failures to be so  qualified  or in good  standing as would not
have a Material Adverse Effect. NHT has no subsidiaries and is not a participant
in any joint venture, partnership, or similar arrangement.

                                      -5-
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Section 3.2 Authorization. NHT and/or Crown Partners has the requisite corporate
power and authority to execute,  deliver and perform its obligations  under this
Agreement and to consummate the Exchange.

Section 3.3 Validity and Effect of Agreement.  This  Agreement has been duly and
validly  executed and delivered by NHT and/or Crown Partners and,  assuming that
it has been duly authorized, executed and delivered by the other parties hereto,
constitutes a legal, valid and binding obligation of NHT and Crown Partners,  in
accordance   with  its  terms  except  as  limited  by  applicable   bankruptcy,
insolvency,  reorganization,  moratorium,  and other laws of general application
affecting enforcement of creditors' rights generally.


Section 3.4 No Conflict. Neither the execution and delivery of this Agreement by
NHT  and/or  Crown  Partners  nor the  performance  by  such  parties  of  their
respective  obligations hereunder,  nor the consummation of the Exchange,  will:
(i)  conflict  with  NHT's  or  Crown   Partners'   respective   Certificate  of
Incorporation  or Bylaws;  (ii) violate any  statute,  law,  ordinance,  rule or
regulation,  applicable to NHT and/or Crown Partners or any of the properties or
assets of NHT; or (iii)  violate,  breach,  be in conflict  with or constitute a
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute a default)  under,  or permit the termination of any provision of, or
result in the  termination  of,  the  acceleration  of the  maturity  of, or the
acceleration  of the  performance  of any obligation of NHT and/or affect any of
the  obligations  of Crown  Partners  hereunder,  or result in the  creation  or
imposition of any Lien upon any properties, assets or business of NHT under, any
Contract or any order, judgment or decree to which NHT is a party or by which it
or any of its assets or properties is bound or encumbered except, in the case of
clauses (ii) and (iii), for such violations,  breaches,  conflicts,  defaults or
other  occurrences  which,  individually  or in the aggregate,  would not have a
material  adverse effect on its  obligation to perform its covenants  under this
Agreement.


Section 3.5 Required  Filings and  Consents.  The execution and delivery of this
Agreement by NHT and/or Crown  Partners  does not, and the  performance  of this
Agreement by NHT and Crown  Partners  will not,  require any consent,  approval,
authorization  or permit of, or filing  with or  notification  to,  Governmental
Authority with respect to NHT and/or Crown Partners except:  (i) compliance with
applicable  requirements  of the  Securities  Act,  the  Exchange  Act and state
securities  laws  ("Blue Sky  Laws");  and (ii) where the failure to obtain such
consents,  approvals,  authorizations  or  permits,  or to make such  filings or
notifications  would  not,  individually  or in  the  aggregate,  reasonably  be
expected  to have a  Material  Adverse  Effect on NHT,  or would not  prevent or
materially delay  consummation of the Exchange or otherwise  prevent the parties
hereto from performing their respective obligations under this Agreement.


Section 3.6  Capitalization.  The  authorized  capital  stock of NHT consists of
100,000,000  shares of Common Stock, par value $0.001 per share, of which 78,571
shares are issued and outstanding, and 10,000,000 shares of Preferred Stock, par
value  $0.01 per  share,  of which no shares  are  outstanding.  Except  for the
transactions  contemplated by this Agreement,  there are no other share capital,
preemptive rights,  convertible  securities,  outstanding  warrants,  options or
other  rights to  subscribe  for,  purchase  or acquire  from NHT  and/or  Crown
Partners  any  shares of  capital  stock of NHT and there  are no  contracts  or
commitments providing for the issuance of, or the granting of rights to acquire,
any  shares  of  capital  stock of NHT or under  which  NHT is,  or may  become,
obligated  to issue any of its  securities.  All shares of capital  stock of NHT
outstanding  as of the date of this  Agreement  have  been duly  authorized  and
validly  issued,  are fully paid and  nonassessable,  and are free of preemptive
rights.  As of the Closing Date (as defined herein),  there will be no more than
78,571 shares of Common Stock issued or outstanding prior to the Exchange.

                                      -6-
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Section 3.7 Status of Common Stock.  The Common Stock,  when issued and allotted
at the Closing in  exchange  for Es3 Shares,  will be duly  authorized,  validly
issued,  fully paid,  nonassessable,  and free of any preemptive rights, will be
issued in  compliance  with all  applicable  laws  concerning  the  issuance  of
securities, and will have the rights, preferences,  privileges, and restrictions
set forth in NHT's  charter and bylaws,  and will be free and clear of any Liens
of  any  kind  and  duly  registered  in  the  name  of the  Sellers,  in  NHT's
stockholders ledger.

Section 3.8 SEC Reports and Financial Statements.  NHT has timely filed with the
SEC all forms, reports, notices,  schedules,  statements and other documents and
instruments  required  to be filed  by it  under  any  applicable  law,  and has
heretofore made available (or promptly  following filing will make available) to
Es3 true and complete copies of, all such forms,  reports,  notices,  schedules,
statements and other documents and instruments  required to be filed by it under
the Exchange Act or the Securities  Act, the "NHT SEC  Documents").  As of their
respective dates or, if amended, as of the date of the last such amendment,  the
NHT SEC  Documents,  including  any financial  statements or schedules  included
therein (i) did not contain any untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary in order to
make the statements made therein, in light of the circumstances under which they
were made,  not  misleading,  (ii) were  complete  and  accurate in all material
respects,  and (iii)  complied  in all  material  respects  with the  applicable
requirements of the Exchange Act and the Securities Act, as the case may be, and
the applicable rules and regulations of the SEC thereunder.


Section 3.9 Financial  Statements.  Each of the financial  statements  (the "NHT
Financial  Statements")  included  in the NHT SEC  Documents  including  but not
limited to the audited  financial  statements for the years ended  September 30,
2004 and 2003  and the  unaudited  financial  statements  for the six (6)  month
period ended March 31, 2005 have been (or will be) filed in accordance  with any
applicable  law and prepared  from,  and are in accordance  with,  the books and
records of NHT,  comply in all  material  respects  with  applicable  accounting
requirements  and with  the  published  rules  and  regulations  of the SEC with
respect  thereto,  have been  prepared  in  accordance  with GAAP  applied  on a
consistent  basis during the periods involved (except as may be indicated in the
notes  thereto) and fairly  present the  financial  positions and the results of
operations  and cash  flows of NHT as of the dates  thereof  or for the  periods
presented  therein  (subject,  in the case of  unaudited  statements,  to normal
year-end audit adjustments not material in amount).


Section 3.10 No Undisclosed  Assets or  Liabilities.  Except as disclosed in the
NHT Financial  Statements,  NHT does not have any  liabilities,  indebtedness or
obligations,   whether  known  or  unknown,  absolute,  accrued,  contingent  or
otherwise, and whether due or to become due (collectively,  "Liabilities"), and,
there is no existing  condition,  situation or set of  circumstances  that could
reasonably  be  expected  to  result  in  such a  Liability,  including  without
limitation any liabilities  for foreign,  federal,  state,  local or other taxes
(including  deficiencies,  interest and penalties).  As of the Closing Date, NHT
shall  have no  properties  or assets  of any kind,  whether  real  personal  or
intangible  and whether owned or leased (other than cash,  cash  equivalents  or
marketable securities) and no Liabilities.

                                      -7-
<PAGE>

Section 3.11 No Contract Rights or  Commitments(a)  . On the Closing Date, there
will not be any  Contract  to which NHT is a party or by which any of its assets
or properties are bound.

Section 3.12 No Intellectual  Property Rights or  Infringement(a) . NHT does not
own, has not  obtained  the right to use,  and has not  violated  nor  otherwise
trespassed upon any patents, trademarks, service marks, trade names, copyrights,
and applications,  licenses and rights with respect to the foregoing, and/or any
trade secrets,  including know-how,  inventions,  designs,  processes,  works of
authorship, computer programs and/or technical data and/or information.


Section 3.13  Litigation.  There is no Action pending or threatened  against NHT
that,  individually  or in the  aggregate,  directly  or  indirectly,  would  be
reasonably  likely  to  have  a  Material  Adverse  Effect,  nor  is  there  any
outstanding  judgment,  decree or  injunction,  in each case against NHT,  that,
individually  or in the aggregate,  has or would be reasonably  likely to have a
Material Adverse Effect.


Section 3.14 Taxes. NHT has timely filed (or has had timely filed on its behalf)
with the appropriate tax authorities all tax returns  required to be filed by it
or on behalf of it, and each such tax return was  complete  and  accurate in all
material  respects,  and NHT has timely paid (or has had paid on its behalf) all
material Taxes due and owing by it,  regardless of whether  required to be shown
or reported on a tax return,  including  Taxes required to be withheld by it. No
deficiency  for a material  Tax has been  asserted in writing or  otherwise,  to
NHT's  Knowledge,  against NHT or with respect to any of its assets,  except for
asserted  deficiencies  that either (i) have been  resolved  and paid in full or
(ii) are being  contested in good faith.  There are no material  Liens for Taxes
upon NHT's assets.


Section 3.15  Registration.  No order  revoking the  registration  of NHT or the
Common  Stock under the  Exchange  Act has been issued by any court,  securities
commission or regulatory  authority in the United States and no proceedings  for
such purpose are pending or, to the Knowledge of NHT, after reasonable  inquiry,
threatened.


Section 3.16  Trading.  No order  suspending  the sale or ceasing the trading or
quotation of the Common Stock in the over the counter  market has been issued by
any court,  securities  commission or regulatory authority in the United States,
and no  proceedings  for such  purpose are pending or, to the  knowledge of NHT,
after reasonable inquiry, threatened.


Section 3.17 Books and Records. The books and records,  financial and others, of
NHT are in all material  respects  complete and correct and have been maintained
in accordance with good business accounting practices.


Section  3.18  Insurance.  NHT has no  insurable  properties  and NHT  does  not
maintain any insurance  covering its assets,  business,  equipment,  properties,
operations,  employees,  officers, or directors.  To NHT's knowledge since NHT's
inception there has not been any damage,  destruction or loss,  which could have
been deemed as an "Insurance Event".

                                      -8-
<PAGE>

Section 3.19 Compliance.  NHT is in compliance with all foreign,  federal, state
and local laws and  regulations  of any  Governmental  Authority,  except to the
extent that failure to comply would not, individually or in the aggregate,  have
a Material Adverse Effect.  NHT has not received any notice asserting a failure,
or possible failure,  to comply with any such law or regulation,  the subject of
which  notice has not been  resolved as  required  thereby or  otherwise  to the
satisfaction  of the party sending the notice,  except for such failure as would
not, individually or in the aggregate,  have a Material Adverse Effect. NHT does
not,  and is not require  to, hold any  permits,  licenses  or  franchises  from
Governmental Authorities.

Section  3.20  Absence of  Certain  Changes.  Since  March 31,  2005,  except as
described in the NHT SEC Documents or as expressly permitted or required by this
Agreement or with the consent of Es3, NHT has not:


(a) sold or otherwise issued any shares of capital stock;


(b) acquired any assets or incurred any Liabilities;


(c) amended its certificate of incorporation or bylaws;


(d) waived any  rights of value  which in the  aggregate  are  extraordinary  or
material considering the business of NHT;


(e)  made  any  material  change  in its  method  of  management,  operation  or
accounting;


(f) made any  accrual  or  arrangement  for or  payment  of  bonuses  or special
compensation  of any kind or any severance or termination  pay to any present or
former officer or employee;


(g) granted or agreed to grant any  options,  warrants  or other  rights for its
stocks,  bonds or other corporate  securities  calling for the issuance thereof,
which  option,  warrant or other right has not been  cancelled as of the Closing
Date;


(h) borrowed or agreed to borrow any funds or incurred or become subject to, any
material  obligation or liability  (absolute or contingent)  except  liabilities
incurred in the ordinary course of business;


(i) become  subject to any law or  regulation  which  materially  and  adversely
affects,  or in the future  may  adversely  affect,  the  business,  operations,
properties,  assets or  condition  of NHT or  become  subject  to any  change or
development  in, or effect on, NHT that has or could  reasonably  be expected to
have a Material Adverse Effect; or


(j)  entered  into any  agreement  to take any action  described  in clauses (a)
through (i) above


Section  3.21  Material  Transactions  or  Affiliations.  There is no  contract,
agreement or arrangement between NHT and any person who was, at the time of such
contract,  agreement or  arrangement  an officer,  director or person  owning of
record, or known by NHT to own beneficially,  five percent or more of the issued
and  outstanding  Common  Stock and which is to be performed in whole or in part
after the date hereof.  NHT has no commitment,  whether written or oral, to lend
any  funds  to,  borrow  any  money  from  or  enter  into  any  other  material
transactions with, any such affiliated person.

                                      -9-
<PAGE>

Section 3.23 Previous Sales of Securities.  Since inception, NHT has sold Common
Stock  to  investors  only in  reliance  upon  applicable  exemptions  from  the
registration  requirements  under any  applicable  law including the laws of the
United  States  and any  applicable  states  and all  such  sales  were  made in
accordance  with the laws of said  jurisdictions.  Except  as  provided  in this
Agreement,  NHT has not  granted  or agreed to grant  any  registration  rights,
including piggyback rights, to any Person or entity.


Section  3.24  Principals  of NHT.  During  the past five  years,  no officer or
director of NHT has been:


(a) the subject of any  bankruptcy  petition filed by or against any business of
which such person was a general partner or executive  officer either at the time
of the bankruptcy or within two years prior to that time;


(b) the subject of any conviction in a criminal proceeding or being subject to a
pending  criminal  proceeding  (excluding  traffic  violations  and other  minor
offenses);


(c) the subject of any order,  judgment,  or decree, not subsequently  reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or


(d)  found  by a  court  of  competent  jurisdiction  (in a civil  action),  the
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended, or vacated.


Section 3.25 Tax-Free Exchange.  NHT has not taken any action, nor does NHT know
of any fact,  that is reasonably  likely to prevent the Exchange from qualifying
as a "reorganization" within the meaning of Section 351 or 368 of the Code.


Section 3.26 Brokers and Finders.  Neither NHT, any of Crown Partners nor any of
their respective officers,  directors,  employees or managers,  has employed any
broker,  finder,  advisor or  consultant,  or  incurred  any  liability  for any
investment banking fees, brokerage fees,  commissions or finders' fees, advisory
fees or  consulting  fees in  connection  with the Exchange for which NHT has or
could have any liability.


Section 3.27 Disclosure. As of the Closing Date, there is no known material fact
or  information  relating to the business,  condition  (financial or otherwise),
affairs,  operations or assets of NHT and/or its subsidiaries  that has not been
disclosed  in  writing  to Es3  and/or  Sellers  by NHT and Crown  Partners.  No
representation  or warranty of NHT and Crown  Partners in this  Agreement or any
statement or document delivered in connection  herewith or therewith,  contained
or will  contain any untrue  statement  of a material  fact or fail to state any
material fact  necessary in order to make the  statements  made, in light of the
circumstances under which they were made, not misleading.

                                      -10-
<PAGE>

                                   ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES OF ES3


Es3 hereby makes the following  representations  and warranties to NHT and Crown
Partners:


Section 4.1  Organization and  Qualification.  Es3 is duly organized and validly
existing under the laws of its jurisdiction of organization,  with the corporate
power and  authority  to own and operate its  business as  presently  conducted,
except  where the  failure to be or have any of the  foregoing  would not have a
Material  Adverse Effect.  Es3 is duly qualified as a foreign  corporation to do
business in each  jurisdiction  where the character of its  properties  owned or
held  under  lease or the  nature of its  activities  makes  such  qualification
necessary,  except  for such  failures  to be so  qualified  as would not have a
Material Adverse Effect. Es3 has no subsidiaries.


Section  4.2  Authorization;  Validity  and  Effect  of  Agreement.  Es3 has the
requisite  corporate  power and  authority  to execute,  deliver and perform its
obligations under this Agreement and to consummate the Exchange.  This Agreement
has been duly and validly  executed and  delivered by Es3 and,  assuming that it
has been duly  authorized,  executed and delivered by the other parties  hereto,
constitutes a legal, valid and binding obligation of Es3, in accordance with its
terms except as limited by applicable  bankruptcy,  insolvency,  reorganization,
moratorium,  and other  laws of general  application  affecting  enforcement  of
creditors' rights generally.


Section 4.3 No Conflict. Neither the execution and delivery of this Agreement by
Es3  nor  the  performance  by  Es3  of  its  obligations  hereunder,   nor  the
consummation  of the  Exchange,  will:  (i) conflict with Es3's  Certificate  of
Incorporation;  (ii) violate any statute,  law,  ordinance,  rule or regulation,
applicable to Es3 or any of its properties or assets; or (iii) violate,  breach,
be in conflict with or  constitute a default (or an event which,  with notice or
lapse  of time or both,  would  constitute  a  default)  under,  or  permit  the
termination  of  any  provision  of,  or  result  in  the  termination  of,  the
acceleration  of the maturity of, or the  acceleration of the performance of any
obligation  of Es3, or result in the creation or imposition of any Lien upon any
properties, assets or business of Es3 under, any Material Contract or any order,
judgment  or decree to which NHT is a party or by which it or any of its  assets
or  properties  is bound or  encumbered  except,  in the case of clauses (ii) or
(iii), for such violations,  breaches,  conflicts, defaults or other occurrences
which,  individually  or in the  aggregate,  would not have a  Material  Adverse
Effect on its obligation to perform its covenants under this Agreement.

                                      -11-
<PAGE>

Section 4.4 Required  Filings and  Consents(a)  . The  execution and delivery of
this Agreement by Es3 do not, and the  performance of this Agreement by Es3 will
not require any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental  Authority,  with respect to Es3, except:  (i)
compliance with applicable requirements of the Securities Act, the Exchange Act,
and Blue  Sky  Laws;  and (ii)  where  the  failure  to  obtain  such  consents,
approvals,  authorizations or permits,  or to make such filings or notifications
would not,  individually  or in the aggregate,  reasonably be expected to have a
Material Adverse Effect on Es3, or materially delay consummation of the Exchange
or otherwise  prevent the parties hereto from performing their obligations under
this Agreement.

Section 4.5  Capitalization.  The  authorized  capital  stock of Es3 consists of
20,000,000  shares of Common Stock par value $0.01, of which  18,108,750  shares
are issued and  outstanding.  All Es3 Shares  outstanding as of the date of this
Agreement  have been duly  authorized  and  validly  issued,  are fully paid and
nonassessable, and are free of preemptive rights.


Section 4.6 Financial  Statements.  Es3 has previously furnished to NHT true and
complete  copies of its unaudited  balance sheet of Es3 for the period ended May
31, 2005 and the related statements of operations,  shareholders equity and cash
flows for the period from inception  through May 31, 2005 (all of such financial
statements  of Es3  collectively,  the  "Es3  Financial  Statements").  The  Es3
Financial  Statements  (including  the  notes  thereto)  present  fairly  in all
material  respects the  financial  position and results of  operations  and cash
flows of Es3 at the date or for the  period set forth  therein,  in each case in
accordance  with GAAP  applied on a  consistent  basis  throughout  the  periods
involved (except as otherwise indicated therein).  The Es3 Financial  Statements
have been prepared from and in accordance  with the books and records of Es3 and
its subsidiaries, as applicable.


Section 4.7 No Undisclosed Liabilities. Except as disclosed in the Es3 Financial
Statements, Es3 has no material liabilities, indebtedness or obligations, except
those  that have been  incurred  in the  ordinary  course of  business,  whether
absolute,  accrued,  contingent or otherwise,  and whether due or to become due,
and to the Knowledge of Es3, there is no existing condition, situation or set of
circumstances  that could  reasonably be expected to result in such a liability,
indebtedness or obligation.


Section 4.8 Properties and Assets.  Es3 has good and marketable  title to, valid
leasehold interests in, or the legal right to use, all of the assets, properties
and leasehold interests  reflected in the most recent Es3 Financial  Statements,
except  for  those  sold or  otherwise  disposed  of since  the date of such Es3
Financial  Statements in the ordinary  course of business  consistent  with past
practice.


Section 4.9  Litigation.  There is no Action  pending or threatened  against Es3
that,  individually  or in the  aggregate,  directly  or  indirectly,  would  be
reasonably  likely  to  have  a  Material  Adverse  Effect,  nor  is  there  any
outstanding  judgment,  decree or  injunction,  in each case against Es3,  that,
individually  or in the aggregate,  has or would be reasonably  likely to have a
Material Adverse Effect.


Section 4.10 Taxes. Es3 has timely filed (or has had timely filed on its behalf)
with the appropriate tax authorities all tax returns  required to be filed by it
or on behalf of it, and each such tax return was  complete  and  accurate in all
material respects, and Es3 has timely paid (or has had paid on its  behalf) all

                                      -12-
<PAGE>

material Taxes due and owing by it,  regardless of whether  required to be shown
or reported on a tax return,  including  Taxes required to be withheld by it. No
deficiency  for a material  Tax has been  asserted in writing or  otherwise,  to
Es3's  Knowledge,  against Es3 or with respect to any of its assets,  except for
asserted  deficiencies  that either (i) have been  resolved  and paid in full or
(ii) are being  contested in good faith.  There are no material  Liens for Taxes
upon Es3's assets.

Section 4.11  Compliance.  To Es3's  Knowledge,  Es3 is in  compliance  with all
federal,  state and local laws and  regulations  of any  Governmental  Authority
applicable to its operations or with respect to which  compliance is a condition
of engaging in the business thereof, except to the extent that failure to comply
would not, individually or in the aggregate, have a Material Adverse Effect. Es3
has not received any notice asserting a failure,  or possible failure, to comply
with  any such law or  regulation,  the  subject  of which  notice  has not been
resolved as  required  thereby or  otherwise  to the  satisfaction  of the party
sending the notice, except for such failure as would not, individually or in the
aggregate,  have a Material Adverse Effect.  To Es3's  Knowledge,  Es3 holds all
permits,  licenses and  franchises  from  Governmental  Authorities  required to
conduct its business as it is now being  conducted,  except for such failures to
have such permits,  licenses and franchises  that would not,  individually or in
the aggregate, have a Material Adverse Effect.


Section 4.12 Absence of Certain  Changes.  Since the date of the most recent Es3
Financial Statements,  (i) there has been no change or development in, or effect
on, Es3 that has or could  reasonably  be  expected  to have a Material  Adverse
Effect,  (ii) Es3 has not  sold,  transferred,  disposed  of, or agreed to sell,
transfer  or dispose  of, any  material  amount of its assets  other than in the
ordinary course of business, (iii) Es3 has not paid any dividends or distributed
any of its  assets to any of its  shareholders,  (iv) Es3 has not  acquired  any
material  amount  of assets  except in the  ordinary  course  of  business,  nor
acquired  or merged with any other  business,  (v) Es3 has not waived or amended
any of its respective material  contractual rights except in the ordinary course
of business,  and (vi) Es3 has not entered into any agreement to take any action
described in clauses (i) through (v) above.


Section 4.13 Previous Sales of Securities.  Since inception, Es3 has sold Common
Stock  to  investors  only in  reliance  upon  applicable  exemptions  from  the
registration  requirements  under any  applicable  law including the laws of the
United  States  and any  applicable  states  and all  such  sales  were  made in
accordance  with the laws of said  jurisdictions.  Except  as  provided  in this
Agreement and in the Consulting Agreement, dated as of February 15, 2005 between
Es3 and W.B.  International,  Inc.,  Es3 has not  granted or agreed to grant any
registration rights, including piggyback rights, to any Person or entity.


Section  4.14  Principals  of Es3.  During  the past five  years,  no officer or
director of Es3 has been:


(a) the subject of any  bankruptcy  petition filed by or against any business of
which such person was a general partner or executive  officer either at the time
of the bankruptcy or within two years prior to that time;

                                      -13-
<PAGE>

(b) the subject of any conviction in a criminal proceeding or being subject to a
pending  criminal  proceeding  (excluding  traffic  violations  and other  minor
offenses);

(c) the subject of any order,  judgment,  or decree, not subsequently  reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; or


(d)  found  by a  court  of  competent  jurisdiction  (in a civil  action),  the
Commission  or the  Commodity  Futures  Trading  Commission  to have  violated a
federal or state  securities or  commodities  law, and the judgment has not been
reversed, suspended, or vacated.


Section 4.15 Brokers and Finders.  Es3 has not, nor to Es3's  Knowledge have any
of its officers, directors,  employees or managers, employed any broker, finder,
advisor or  consultant,  or incurred any  liability for any  investment  banking
fees, brokerage fees,  commissions or finders' fees, advisory fees or consulting
fees in  connection  with the  Exchange  for  which  Es3 has or  could  have any
liability.


                                    ARTICLE V


                  REPRESENTATIONS AND WARRANTIES OF EACH SELLER


Each   Seller,   severally   and  not   jointly,   hereby  make  the   following
representations and warranties to Es3 and NHT:


Section 5.1  Authority  and  Validity.  Such Seller has all  requisite  power to
execute and deliver,  to perform its  obligations  under,  and to consummate the
transactions contemplated by, this Agreement.


Section 5.2 Validity.  Upon the execution and delivery of each other document to
which such Seller is a party  (assuming due execution and delivery by each other
party  thereto) each such other  document  will be the legal,  valid and binding
obligations of such Seller,  enforceable  against such Seller in accordance with
their respective terms except as limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium,  and other  laws of general  application  affecting
enforcement of creditors' rights generally.


Section 5.3 No Breach or Violation.  The execution,  delivery and performance by
such Seller of this  Agreement  and each other  document to which it is a party,
and the  consummation  of the  transactions  contemplated  hereby and thereby in
accordance with the terms and conditions hereof and thereof, do not and will not
conflict with (i) the certificate of incorporation or bylaws of such Seller,  if
applicable,  or (ii) any agreement to which such Seller is a party,  or by which
such Seller or such Seller's Assets are bound or affected.


Section 5.4 Consents and Approvals. No consent, approval, authorization or order
of,  registration or filing with, or notice to, any Government  Authority or any
other  Person  is  necessary  to be  obtained,  made or given by such  Seller in
connection  with the execution,  delivery and performance by such Seller of this
Agreement or any other  document to which it is a party or for the  consummation
by such Seller of the transactions contemplated hereby or thereby.

                                      -14-
<PAGE>

Section 5.5 Title.  Es3 Shares to be delivered by such Seller in connection with
the transactions  contemplated  herein are, and at the Closing will be owned, of
record and beneficially,  solely by such Seller,  free and clear of any Lien and
represent such Seller's entire ownership interest in Es3.

Section 5.6 Investor  Status.  Such Seller is an  "accredited  investor" as that
term is defined in Rule 501(a) of Regulation D under the  Securities Act and has
properly completed the form attached hereto as Schedule III.

Section 5.7 No Government  Review.  Such Seller understands that neither the SEC
nor any  securities  commission  or other  Governmental  Authority of any state,
country or other  jurisdiction  has approved the issuance of the Common Stock or
passed upon or endorsed the merits of the Common Stock or the Exchange Agreement
or any of the  other  documents  relating  to the  Exchange  (collectively,  the
"Offering Documents"), or confirmed the accuracy of, determined the adequacy of,
or reviewed the Exchange Agreement or the other Offering Documents.


Section 5.8 Investment  Intent. The shares of Common Stock are being acquired by
Seller for Seller's own account for  investment  purposes only, not as a nominee
or agent and not with a view to the resale or  distribution of any part thereof,
and Seller has no present intention of selling, granting any participation in or
otherwise  distributing the same. Seller further represents that Seller does not
have any  contract,  undertaking,  agreement or  arrangement  with any person to
sell,  transfer  or grant  participation  to such  person or third  person  with
respect to any of Es3 Shares.


Section 5.9  Restrictions  on Transfer.  Seller  understands  that the shares of
Common Stock have not been registered  under the Securities Act or registered or
qualified under any foreign or state securities law, and may not be, directly or
indirectly,  sold,  transferred,  offered  for sale,  pledged,  hypothecated  or
otherwise  disposed  of  without  registration  under  the  Securities  Act  and
registration or  qualification  under  applicable  state  securities laws or the
availability of an exemption  therefrom.  In any case where such an exemption is
relied upon by Seller from the  registration  requirements of the Securities Act
and the  registration or  qualification  requirements  of such state  securities
laws,  Seller  shall  furnish  NHT with an opinion of counsel  stating  that the
proposed sale or other  disposition of such  securities may be effected  without
registration  under the  Securities  Act and will not result in any violation of
any  applicable   state   securities  laws  relating  to  the   registration  or
qualification   of  securities  for  sale,   such  counsel  and  opinion  to  be
satisfactory  to NHT. Seller  acknowledges  that it is able to bear the economic
risks of an investment in the Common Stock for an indefinite period of time, and
that its overall  commitment to investments  that are not readily  marketable is
not disproportionate to its net worth.


Section  5.10  Informed  Investment.  Seller  has made  such  investigations  in
connection  herewith  as it  deemed  necessary  or  desirable  so as to  make an
informed  investment  decision  without relying upon Es3 for legal or tax advice
related to this investment.  In making its decision to acquire the Common Stock,
Seller has not relied upon any information  other than information  contained in
this Agreement and in the other Offering Documents.

                                      -15-
<PAGE>

Section 5.11 Access to Information.  Seller  acknowledges that it has had access
to and has reviewed all documents and records  relating to NHT,  including,  but
not limited to, NHT SEC Documents, that it has deemed necessary in order to make
an informed  investment  decision  with respect to an investment in NHT; that it
has had the  opportunity  to ask  representatives  of NHT certain  questions and
request  certain  additional  information  regarding the terms and conditions of
such investment and the finances, operations,  business and prospects of NHT and
has had any and all such  questions and requests  answered to its  satisfaction;
and  that  based  on  the   foregoing  it   understands   the  risks  and  other
considerations relating to an investment in NHT.

Section 5.12 Reliance on Representations.  Seller understands that the shares of
Common Stock are being offered and sold to it in reliance on specific exemptions
from the  registration  and/or public offering  requirements of the U.S. federal
and state securities laws and that NHT and Es3 is relying in part upon the truth
and  accuracy  of,  and such  Seller's  compliance  with,  the  representations,
warranties,  agreements,  acknowledgments  and understandings of such Seller set
forth herein in order to determine the  availability  of such exemptions and the
eligibility  of such Seller to acquire the Common Stock.  Seller  represents and
warrants to NHT and Es3 that any information Seller has heretofore  furnished or
furnishes  herewith  to NHT  and  Es3 is  complete  and  accurate,  and  further
represents and warrants that it will notify and supply corrective information to
NHT and Es3  immediately  upon the  occurrence of any change  therein  occurring
prior to Es3's issuance of the Common Stock.  Within five (5) days after receipt
of a request from Es3,  Seller will provide  such  information  and deliver such
documents  as may  reasonably  be  necessary to comply with any and all laws and
regulations to which Es3 is subject.


Section 5.13 No General  Solicitation.  Seller is unaware of, and in deciding to
participate in the transactions  contemplated  hereby is in no way relying upon,
and did not become aware of the transactions contemplated hereby through or as a
result of, any form of general  solicitation or general  advertising  including,
without limitation,  any article,  notice,  advertisement or other communication
published  in any  newspaper,  magazine  or similar  media,  or  broadcast  over
television  or radio  or the  internet,  in  connection  with  the  transactions
contemplated hereby.


Section 5.14 Placement and Finder's Fees. No agent,  broker,  investment banker,
finder,  financial  advisor or other person  acting on behalf of Seller or under
its  authority  is or will be  entitled to any  broker's or finder's  fee or any
other commission or similar fee, directly or indirectly,  in connection with the
transactions  contemplated  hereby,  and no  person  is  entitled  to any fee or
commission  or  like  payment  in  respect  thereof  based  in  any  way  on any
agreements, arrangements or understanding made by or on behalf of Seller.


                                   ARTICLE VI


                                CERTAIN COVENANTS


Section 6.1 Conduct of Business by NHT.  Except (i) as  expressly  permitted  or
required by this  Agreement,  or (ii) with the consent of Es3, during the period
commencing  with the date of this  Agreement  and  continuing  until the Closing
Date, NHT shall remain inactive and not conduct (directly and/or

                                      -16-
<PAGE>

indirectly, including through subsidiaries, other than subsidiaries that will be
disposed of prior to Closing, and subject to the provisions hereof) any trade or
business,   preserve  intact  its  business   organizations   and  maintain  the
registration of NHT and the Common Stock under the Exchange Act.

Section  6.2 Access to  Information.  At all times  prior to the  Closing or the
earlier  termination  of this  Agreement in  accordance  with the  provisions of
Article  IX, and in each case  subject to Section 6.3 below,  each party  hereto
shall   provide  to  the  other   party  (and  the  other   party's   authorized
representatives)  reasonable  access  during  normal  business  hours  and  upon
reasonable prior notice to the premises,  properties,  books,  records,  assets,
liabilities,  operations,  contracts, personnel, financial information and other
data and information of or relating to such party (including  without limitation
all written  proprietary and trade secret  information and documents,  and other
written  information and documents relating to intellectual  property rights and
matters),  and  will  cooperate  with the  other  party  in  conducting  its due
diligence  investigation  of such party,  provided  that the party  granted such
access  shall not  interfere  unreasonably  with the  operation  of the business
conducted by the party granting access, and provided that no such access need be
granted to privileged  information  or any  agreements  or documents  subject to
confidentiality agreements.


Section 6.3  Confidentiality;  No  Solicitation(a).  Each party shall hold,  and
shall  cause  its  respective   Affiliates  and  representatives  to  hold,  all
Confidential Information made available to it in connection with the Exchange in
strict confidence, shall not use such information except for the sole purpose of
evaluating  the  Exchange  and shall not  disseminate  or  disclose  any of such
information  other  than  to  its  directors,   officers,  managers,  employees,
shareholders,  interest  holders,  Affiliates,  agents and  representatives,  as
applicable, who need to know such information for the sole purpose of evaluating
the Exchange (each of whom shall be informed in writing by the disclosing  party
of the  confidential  nature of such  information  and directed by such party in
writing to treat such information confidentially). The above limitations on use,
dissemination  and disclosure  shall not apply to Confidential  Information that
(i) is learned by the  disclosing  party from a third party entitled to disclose
it; (ii) becomes known publicly  other than through the disclosing  party or any
third party who received the same from the disclosing  party,  provided that the
disclosing  party had no Knowledge that the  disclosing  party was subject to an
obligation  of  confidentiality;  (iii) is  required by law or court order to be
disclosed by the parties;  or (iv) is disclosed  with the express  prior written
consent  thereto of the other party.  The parties shall  undertake all necessary
steps to ensure that the secrecy and confidentiality of such information will be
maintained.  In the event a party is  required  by court  order or  subpoena  to
disclose  information which is otherwise deemed to be confidential or subject to
the  confidentiality  obligations  hereunder,  prior  to  such  disclosure,  the
disclosing  party shall:  (i) promptly notify the  non-disclosing  party and, if
having  received a court  order or  subpoena,  deliver a copy of the same to the
non-disclosing  party;  (ii) cooperate  with the  non-disclosing  party,  at the
expense of the non-disclosing  party, in obtaining a protective or similar order
with  respect  to such  information;  and  (iii)  provide  only  that  amount of
information  as the  disclosing  party is advised by its counsel is necessary to
strictly comply with such court order or subpoena.


Section 6.4 Further  Assurances.  Each of the parties  hereto  agrees to use its
best efforts  before and after the Closing Date to take or cause to be taken all
action, to do or cause to be done, and to assist and cooperate with the

                                      -17-
<PAGE>

other party hereto in doing,  all things  necessary,  proper or advisable  under
applicable laws to consummate and make effective, in the most expeditious manner
practicable,  the Exchange,  including,  but not limited to: (i)  satisfying the
conditions  precedent  to the  obligations  of any of the parties  hereto;  (ii)
obtaining all waivers,  consents and approvals from other parties  necessary for
the consummation of the Exchange,  (iii) making all filings with, and obtain all
consents,  approvals and  authorizations  that are required to be obtained from,
Governmental  Authorities,  (iv)  defending  of  any  lawsuits  or  other  legal
proceedings,  whether judicial or administrative,  challenging this Agreement or
the performance of the obligations  hereunder;  and (v) executing and delivering
such instruments,  and taking such other actions,  as the other party hereto may
reasonably require in order to carry out the intent of this Agreement.

Section 6.5 Public Announcements. NHT, Crown Partners, the Sellers and Es3 shall
consult with each other before issuing any press release or otherwise making any
public statements with respect to the Exchange or this Agreement,  and shall not
issue any other press release or make any other public  statement  without prior
consent of the other parties,  except as may be required by law or, with respect
to NHT, by  obligations  pursuant to rule or regulation of the Exchange Act, the
Securities  Act, any rule or  regulation  promulgated  thereunder or any rule or
regulation of the National Association of Securities Dealers.


Section 6.6  Notification of Certain  Matters.  Each party hereto shall promptly
notify the other party in writing of any events, facts or occurrences that would
result in any breach of any representation or warranty or breach of any covenant
by such party contained in this Agreement.


Section 6.7 Financial Statements. Within sixty-five (65) days after the Closing,
Es3 shall  deliver to NHT the Es3  Financial  Statements  prepared in compliance
with GAAP, consistently applied, and in accordance with all applicable SEC rules
and regulations,  including Regulation S-X promulgated under the Securities Act.
Es3 shall use its best  efforts to have its  accountant  consent to NHT's use of
and reliance on the Es3  Financial  Statements  as may be required in connection
with any filings made by NHT under the United States federal securities laws. In
the event that Es3 does not provide the required  Financial  Statements  so that
NHT may timely comply with its SEC Reporting  Obligations,  then NHT may rescind
this  transaction  as set forth in Section  2.2(b) above.  The conversion of the
$200,000  into  common  stock  shall be Es3's  sole  damages,  and NHT and Crown
Partners' exclusive remedy, for any breach of this covenant.


Section 6.8 Payment to Crown Partners.  Within 90 days of the Closing, Es3 shall
pay $300,000 to Crown Partners as set forth in Section 2.2 above.


Section 6.9  Prohibition on Trading in NHT Securities.  All parties  acknowledge
that  information  concerning  the matters  that are the subject  matter of this
Agreement may constitute  material  non-public  information  under United States
federal securities laws, and that United States federal securities laws prohibit
any person who has received material non-public information relating to NHT from
purchasing or selling  securities of NHT, or from communicating such information
to any person under  circumstances  in which it is reasonably  foreseeable  that
such person is likely to purchase or sell securities of NHT. Accordingly,  until
such time as any such non-public information has been adequately disseminated to
the  public,  the  parties  to this  Agreement  shall not  purchase  or sell any
securities of NHT.

                                      -18-
<PAGE>

Section 6.10  Registration  Statement.  Following  the Closing,  NHT will file a
Registration  Statement  with the SEC on Form  S-8 to  register  the  Consultant
Shares.

Section 6.11 Tax-Free Exchange Status. The parties hereto shall take (or refrain
from taking) any and all actions  necessary to ensure  that,  for United  States
federal income tax purposes:  (i) the Exchange shall qualify as a reorganization
within the meaning of Sections  368(a)(1)(B)  of the Code, and (ii) that the tax
consequences to the shareholders of both companies are minimized.


Section 6.12  Disposition of Assets and Liabilities.  Prior to the Closing,  NHT
shall take all action required in order to dispose of all of NHT's Assets (other
than cash, cash  equivalents  and marketable  securities) and satisfy all of its
Liabilities in accordance with any and all applicable laws and regulations.  NHT
and Crown Partners  (severally  and jointly) shall be responsible  for and shall
indemnify and hold Es3 and the Sellers  harmless from and/or against any and all
demands, claims, actions or causes of action,  judgments,  assessments,  losses,
liabilities  (including  tax  liabilities),  damages or penalties and reasonable
attorneys'  fees and related  disbursements  suffered by Es3, the Sellers and/or
NHT  resulting  from or arising  out of or in  connection  with any such  Assets
and/or Liabilities of NHT.


Section 6.13 NHT's Shareholders' Undertakings. In any events of actions referred
to hereunder as actions to be effected by NHT, Crown Partners shall cause NHT to
take such actions and shall be responsible for the performance thereof by NHT.


Section 6.14 Waiver of Claims. Each Seller for himself and his heirs, executors,
administrators,  attorneys and assigns,  hereby releases and  acknowledges  full
accord,  satisfaction,  discharge and settlement of, and further irrevocably and
unconditionally  forever  releases,  remises,  and  acquits  Es3  and any of its
present  or  former  officers,  directors,   shareholders,   employees,  agents,
affiliates,  parents,  subsidiaries,  predecessors,  successors,  attorneys  and
assigns (the "Es3 Released  Parties") of and from any and all manner of actions,
causes of action, arbitrations,  controversies,  expenses, damages, liabilities,
demands,  claims,  counterclaims,   cross-claims,  obligations,  losses,  costs,
promises, covenants,  agreements, and suits of any kind or nature, whether known
or unknown,  whether contingent or fixed,  whether developed or undeveloped,  in
law or equity,  in tort or in contract  from the  beginning  of time through the
date of the full execution of this Agreement and the  attachments  and schedules
hereto,  which he may have or claim to have against Es3 Released  Parties.  Each
Seller expressly  acknowledges  that such claims released and discharged by this
Section include, but are not limited to, any and all claims against Es3 Released
Parties for remuneration, compensation or benefits (including but not limited to
fees, salary, expense  reimbursements,  commissions,  stock, options or warrants
for stock,  success  fees,  insurance  or other  benefits,  or any other form of
remuneration, compensation or benefits of any kind) and any and all other claims
of any kind and nature  arising  prior to  execution of this  Agreement  and the
attachments and schedules  hereto,  which relate in any way to Es3. This release
shall  extend to all  claims,  known and  unknown.  Each Seller is aware of, and
specifically  waives the  provisions  of  Section  1542 of the Civil Code of the
State of California, which states as follows:

                                      -19-
<PAGE>

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

                                   ARTICLE VII


                   CONDITIONS TO CONSUMMATION OF THE EXCHANGE


Section 7.1 Conditions to Obligations of Es3. The obligations of Es3 and Sellers
to  consummate  the  Exchange  shall be subject to the  fulfillment,  or written
waiver by Es3, at or prior to the Closing, of each of the following conditions:


(a) NHT shall have  delivered to Es3 each of the  documents  required by Section
2.2(a) of this Agreement;


(b) The representations and warranties of NHT and Crown Partners set out in this
Agreement  shall be true and correct in all  material  respects at and as of the
time of the Closing as though such  representations  and warranties were made at
and as of such time;


(c) NHT and Crown  Partners  shall have  performed  and complied in all material
respects with all covenants, conditions,  obligations and agreements required by
this  Agreement to be performed or complied  with by such parties on or prior to
the Closing Date;


(d) All consents, approvals,  permits,  authorizations and orders required to be
obtained from, and all  registrations,  filings and notices  required to be made
with or given to, any Governmental  Authority or Person as provided herein shall
have been obtained;


(e) NHT shall have filed with the SEC a  Schedule  14(f)-1  with  respect to the
change of  control  transactions  described  in this  Agreement,  and shall have
caused the Schedule 14(f)-1 to be mailed to each registered holder of its Common
Stock not less than 10 days prior to the Closing;


(f) Es3 shall have completed a due diligence review of the business, operations,
financial  condition and prospects of NHT and shall have been satisfied with the
results of its due diligence review in its sole and absolute discretion;


(g) There has been no Material  Adverse  Effect on the  business,  condition  or
prospects of NHT until the Closing Date;


(h) NHT shall have no Assets (other than cash,  cash  equivalents and marketable
securities) or Liabilities;


(i) Crown  Partners  shall  have paid all of the costs and  expenses  of NHT and
Crown Partners associated with the transactions contemplated herein;


(j)  Holders  of at least  80% of Es3  Shares  shall  have  become  party to the
Exchange; and
                                      -20-
<PAGE>

(k) The outstanding shares of Common Stock of NHT prior to the Closing shall not
exceed 78,571 shares.

Section  7.2  Conditions  to  Obligations  of  NHT.  The  obligations  of NHT to
consummate the Exchange shall be subject to the  fulfillment,  or written waiver
by NHT, at or prior to the Closing of each of the following conditions:


(a) Es3 shall have  delivered to NHT each of the  documents  required by Section
2.2(b) of this Agreement;


(b) The Sellers shall have  delivered to NHT the  documents  required by Section
2.2(c) of this Agreement;


(c)  The  representations  and  warranties  of Es3 and  Sellers  set out in this
Agreement  shall be true and correct in all  material  respects at and as of the
time of the Closing as though such  representations  and warranties were made at
and as of such time;


(d) Es3 shall have  performed  and  complied in all material  respects  with all
covenants, conditions,  obligations and agreements required by this Agreement to
be performed or complied with by Es3 on or prior to the Closing Date;


(e) All consents, approvals,  permits,  authorizations and orders required to be
obtained from, and all  registrations,  filings and notices  required to be made
with or given to, any Governmental  Authority or Person as provided herein shall
have been obtained;


(f) NHT shall have filed with the SEC a  Schedule  14(f)-1  with  respect to the
change of  control  transactions  described  in this  Agreement,  and shall have
caused the Schedule 14(f)01 to be mailed to each registered holder of its Common
Stock not less than 10 days prior to the Closing;


(g) NHT shall have completed a due diligence review of the business, operations,
financial  condition and prospects of Es3 and shall have been satisfied with the
results of its due diligence review in its sole and absolute discretion;


(h) There has been no Material  Adverse  Effect on the  business,  condition  or
prospects of Es3 until the Closing Date;


(i) Es3 shall have paid all of the costs and expenses of Es3 associated with the
transactions contemplated herein;


(j)  Holders  of at least  80% of Es3  Shares  shall  have  become  party to the
Exchange; and


(k) The outstanding shares of Common Stock of Es3 prior to the Closing shall not
exceed 18,108,750 shares.

                                      -21-
<PAGE>


ARTICLE VIII


                                 INDEMNIFICATION


Section 8.1 Indemnification by NHT and Crown Partners.


(a) Notwithstanding any other indemnification provision hereunder, NHT and Crown
Partners  (each,  the  "Indemnifying  Party")  shall,   severally  and  jointly,
indemnify and hold  harmless Es3 and its  officers,  directors and employees and
each of the Sellers (each an "Indemnified  Party"), from and against any and all
demands, claims, actions or causes of action,  judgments,  assessments,  losses,
liabilities,  damages or penalties and  reasonable  attorneys'  fees and related
disbursements  (collectively,  "Claims")  suffered  by  such  Indemnified  Party
resulting  from or arising out of (i) any  inaccuracy in or breach of any of the
representations  or warranties made by the  Indemnifying  Party at the time they
were made,  and,  except for  representations  and warranties that speak as of a
specific  date or time  (which  need only be true and correct as of such date or
time), on and as of the Closing Date, (ii) any breach or  nonfulfillment  of any
covenants   or   agreements   made  by  the   Indemnifying   Party,   (iii)  any
misrepresentation made by the Indemnifying Party, in each case as made herein or
in the  Schedules  or Exhibits  annexed  hereto or in any  closing  certificate,
schedule  or any  ancillary  certificates  or  other  documents  or  instruments
furnished by the  Indemnifying  Party pursuant  hereto or in connection with the
Exchange,  (iv) any untimely  filing of or inaccuracy in, any SEC Document,  and
(v) the  operations  and  liabilities  of NHT  and/or  any of its  subsidiaries,
whether known or unknown,  arising out of any action,  omission and/or period of
time  preceding the Closing Date,  including but not limited to any taxes levied
with respect to same. The  Indemnified  Party's right hereunder may be exercised
against Crown Partners, whether together and/or apart, before and/or after, with
or without,  exercising same right against NHT, all upon the Indemnified Party's
sole discretion.


Section 8.2 Indemnification by Es3.


(a)  Notwithstanding  any other  indemnification  provision  hereunder,  Es3 and
Sellers (each, the "Indemnifying Party") shall, severally and jointly, indemnify
and hold harmless NHT,  Crown and each of its  officers,  directors,  attorneys,
accountants and employees (each an  "Indemnified  Party"),  from and against any
and all demands,  claims, actions or causes of action,  judgments,  assessments,
losses,  liabilities,  damages or penalties and reasonable  attorneys'  fees and
related  disbursements  (collectively,  "Claims")  suffered by such  Indemnified
Party resulting from or arising out of (i) any inaccuracy in or breach of any of
the  representations  or warranties made by the  Indemnifying  Party at the time
they were made, and, except for  representations and warranties that speak as of
a specific  date or time (which need only be true and correct as of such date or
time), on and as of the Closing Date, (ii) any breach or  nonfulfillment  of any
covenants  or  agreements  made  by  the   Indemnifying   Party,  or  (iii)  any
misrepresentation made by the Indemnifying Party, in each case as made herein or
in the  Schedules  or Exhibits  annexed  hereto or in any  closing  certificate,
schedule  or any  ancillary  certificates  or  other  documents  or  instruments
furnished by the  Indemnifying  Party pursuant  hereto or in connection with the
Exchange.

                                      -22-
<PAGE>

Section 8.3 Indemnification Procedures for Third-Party Claim.

(a) Upon obtaining  knowledge of any Claim by a third party which has given rise
to, or is expected to give rise to, a claim for indemnification  hereunder,  the
Indemnified Party shall give written notice ("Notice of Claim") of such claim or
demand  to  the  Indemnifying  Party,   specifying  in  reasonable  detail  such
information   as  the   Indemnified   Party  may  have  with   respect  to  such
indemnification  claim  (including  copies of any  summons,  complaint  or other
pleading  which  may have  been  served  on it and any  written  claim,  demand,
invoice, billing or other document evidencing or asserting the same). No failure
or delay by the  Indemnified  Party in the  performance  of the foregoing  shall
reduce or otherwise affect the obligation of the Indemnifying Party to indemnify
and hold the Indemnified Party harmless,  except to the extent that such failure
or delay shall have actually adversely affected the Indemnifying Party's ability
to defend against,  settle or satisfy any Claims for which the Indemnified Party
entitled to indemnification hereunder.


(b) If the  claim or  demand  set  forth  in the  Notice  of  Claim  given by an
Indemnified  Party pursuant to Section 8.1 hereof is a claim or demand  asserted
by a third party, the Indemnifying  Party shall have fifteen (15) days after the
date on which Notice of Claim is given to notify Indemnified Party in writing of
their  election  to defend  such  third  party  claim or demand on behalf of the
Indemnified  Party. If the Indemnifying  Party elects to defend such third party
claim or demand,  Indemnified  Party shall make  available  to the  Indemnifying
Party and its agents and  representatives  all records and other  materials that
are  reasonably  required in the defense of such third party claim or demand and
shall otherwise cooperate with, and assist the Indemnifying Party in the defense
of,  such third  party  claim or demand.  So long as the  Indemnifying  Party is
defending such third party claim in good faith, the Indemnified  Party shall not
pay, settle or compromise such third party claim or demand.  If the Indemnifying
Party elects to defend such third party claim or demand,  the Indemnified  Party
shall have the right to  participate in the defense of such third party claim or
demand, at such Indemnified  Party's own expense.  In the event,  however,  that
such Indemnified Party reasonably  determines that  representation by counsel to
the Indemnifying Party of both the Indemnifying Party and such Indemnified Party
could  reasonably  be expected to present  counsel  with a conflict of interest,
then the Indemnified Party may employ separate counsel to represent or defend it
in any such action or proceeding  and the  Indemnifying  Party will pay the fees
and expenses of such counsel. If the Indemnifying Party does not elect to defend
such third  party  claim or demand or does not defend  such third party claim or
demand in good faith, the Indemnified Party shall have the right, in addition to
any other right or remedy it may have  hereunder,  at the  Indemnifying  Party's
expense, to defend such third party claim or demand; provided, however, that (i)
such  Indemnified  Party shall not have any  obligation  to  participate  in the
defense  of,  or  defend,  any such  third  party  claim or  demand;  (ii)  such
Indemnified  Party's defense of or its  participation in the defense of any such
third  party  claim or  demand  shall  not in any way  diminish  or  lessen  the
obligations of the  Indemnifying  Party under the agreements of  indemnification
set forth in this Article VII; and (iii) such  Indemnified  Party may not settle
any claim without the consent of the Indemnifying Party, which consent shall not
be unreasonably withheld or delayed.


(c) The  Indemnifying  Party and the other  Indemnified  Parties,  if any, shall
cooperate  fully  in  all  aspects  of  any  investigation,  defense,  pre-trial
activities,  trial, compromise,  settlement or discharge of any claim in respect
of which indemnity is sought pursuant to this Article VIII,  including,  but not
limited to, by providing the other party with reasonable access to employees and
officers (including as witnesses) and other information.

                                      -23-
<PAGE>

(d) Except for third party claims being defended in good faith, the Indemnifying
Party shall  satisfy its  obligations  under this  ARTICLE  VIII in respect of a
valid claim for  indemnification  hereunder that is not contested by Es3 in good
faith in cash within thirty (30) days after the date on which Notice of Claim is
given.

Section 8.4 Indemnification  Procedures for Non-Third Party Claims. In the event
any  Indemnified  Party  should  have  an  indemnification   claim  against  the
Indemnifying Party under this Agreement that does not involve a claim by a third
party, the Indemnified  Party shall promptly deliver notice of such claim to the
Indemnifying  Party in writing  and in  reasonable  detail.  The  failure by any
Indemnified  Party to so notify the  Indemnifying  Party  shall not  relieve the
Indemnifying  Party  from any  liability  that it may  have to such  Indemnified
Party,  except to the  extent  that the  Indemnifying  Party  has been  actually
prejudiced  by such  failure.  If the  Indemnifying  Party  does not  notify the
Indemnified  Party within  fifteen (15) Business  Days  following its receipt of
such  notice  that the  Indemnifying  Party  disputes  such  claim,  such  claim
specified by the Indemnifying Party in such notice shall be conclusively  deemed
a  liability  of  the  Indemnifying  Party  under  this  Article  VIII  and  the
Indemnifying  Party shall pay the amount of such  liability  to the  Indemnified
Party on  demand,  or in the case of any notice in which the amount of the claim
is  estimated,  on such  later  date when the  amount of such  claim is  finally
determined.  If the  Indemnifying  Party  disputes its liability with respect to
such claim in a timely manner,  Es3 and the  Indemnified  Party shall proceed in
good faith to  negotiate a  resolution  of such  dispute  and,  if not  resolved
through negotiations, such dispute shall be resolved pursuant to Section 10.11.


Section 8.5 Limitations on Indemnification.  No claim for indemnification  under
this  Article VIII shall be asserted  by, and no  liability  for such  indemnify
shall be enforced against,  the Indemnifying Party to the extent the Indemnified
Party has theretofore received indemnification or otherwise been compensated for
such Claim. In the event that an Indemnified  Party shall later collect any such
amounts  recovered under insurance  policies with respect to any Claim for which
it  has  previously   received   payments  under  this  Article  VIII  from  the
Indemnifying   Party,  such  Indemnified  Party  shall  promptly  repay  to  the
Indemnifying Party such amount recovered.


Section 8.6 Security Interest. As security for the payment of any of Crown's and
NHT's obligations to ES3 hereunder, Crown shall grant ES3 a security interest in
the Crown Shares and  acknowledges  that ES3 shall have the right to impose stop
transfer  restrictions  with its transfer agent with respect to the Crown Shares
during the pendency of any indemnification claim under this Agreement.


                                   ARTICLE IX


                                   TERMINATION


Section 9.1  Termination.  This Agreement may be terminated at any time prior to
the Closing:

                                      -24-
<PAGE>

(a) by mutual consent of NHT and Es3;

(b) by Es3, if the Closing shall not have occurred on or before June 30, 2005 or
if any of the  conditions  to the  Closing  set forth in Section  7.1 shall have
become  incapable of fulfillment by June 30, 2005 and shall not have been waived
in writing by Es3; provided, however, that the right to terminate this Agreement
under this Section 9.1(b) shall not be available to Es3 if its action or failure
to act has been a principal  cause of or resulted in the failure of the Exchange
to occur on or before such date and such action or failure to act  constitutes a
breach of this Agreement;


(c) by NHT, if the Closing shall not have occurred on or before June 30, 2005 or
if any of the  conditions  to the  Closing  set forth in Section  7.2 shall have
become  incapable of fulfillment by June 30, 2005 and shall not have been waived
in writing by NHT; provided, however, that the right to terminate this Agreement
under this Section 9.1(c) shall not be available to NHT if its action or failure
to act has been a principal  cause of or resulted in the failure of the Exchange
to occur on or before such date and such action or failure to act  constitutes a
breach of this Agreement;


(d) by NHT or Es3 if any Governmental or judicial Authority shall have issued an
injunction,  order,  decree or ruling  or taken  any other  action  restraining,
enjoining or otherwise prohibiting any material portion of the Exchange and such
injunction,  order,  decree,  ruling or other action shall have become final and
nonappealable;


(e) by Es3, in the event that the procedures detailed under Section 1.2(d) shall
not have been completed or fully  consummated  and fewer than 80% in interest of
Es3 shareholders shall have become a party to the Exchange.


Section 9.2 Procedure and Effect of Termination(a) . In the event of termination
of this Agreement  pursuant to Section 9.1 hereof,  written notice thereof shall
forthwith be given by the terminating  party to the other party,  and, except as
set forth below,  this Agreement  shall terminate and be void and have no effect
and the Exchange  shall be abandoned  without any further  action by the parties
hereto;  provided that, if such  termination  shall result from the failure of a
party to perform a covenant,  obligation or agreement in this  Agreement or from
the breach by NHT,  Crown  Partners  or Es3 of any  representation  or  warranty
contained  herein,  such party  shall be fully  liable  for any and all  damages
incurred or  suffered by the other party as a result of such  failure or breach.
The  provisions of Section 6.3,  Section 6.5,  Section 9.2, and ARTICLE VIII and
ARTICLE X hereof (with the  exception  of Section  10.5 only) shall  survive the
termination of this Agreement for any reason whatsoever.


                                    ARTICLE X


                                  MISCELLANEOUS


Section 10.1 Entire  Agreement.  This  Agreement  and the Schedules and Exhibits
hereto contain the entire agreement between the parties and supersedes all prior
agreements and  understandings,  both written and oral, between the parties with
respect to the subject matter hereof.

                                      -25-
<PAGE>

Section 10.2  Amendment and  Modifications.  This  Agreement may not be amended,
modified or  supplemented  except by an  instrument  or  instruments  in writing
signed by the party against whom enforcement of any such amendment, modification
or supplement is sought.

Section  10.3  Extensions  and Waivers.  At any time prior to the  Closing,  the
parties  hereto  entitled to the benefits of a term or provision  may (a) extend
the time for the  performance  of any of the  obligations  or other  acts of the
parties hereto, (b) waive any inaccuracies in the representations and warranties
contained herein or in any document,  certificate or writing delivered  pursuant
hereto,  or (c) waive  compliance  with any obligation,  covenant,  agreement or
condition  contained  herein.  Any  agreement on the part of a party to any such
extension  or  waiver  shall be valid  only if set  forth  in an  instrument  or
instruments in writing signed by the party against whom  enforcement of any such
extension  or waiver is  sought.  No  failure  or delay on the part of any party
hereto in the  exercise  of any right  hereunder  shall  impair such right or be
construed  to  be  a  waiver  of,  or   acquiescence   in,  any  breach  of  any
representation, warranty, covenant or agreement.


Section 10.4  Successors and Assigns.  This Agreement  shall be binding upon and
inure to the benefit of the parties hereto and their  respective  successors and
assigns,  provided,  however,  that no party  hereto  may  assign  its rights or
delegate its obligations  under this Agreement without the express prior written
consent of the other party hereto.  Except as provided in Article VIII,  nothing
in this  Agreement is intended to confer upon any person not a party hereto (and
their successors and assigns) any rights,  remedies,  obligations or liabilities
under or by reason of this Agreement.


Section  10.5  Survival  of  Representations,   Warranties  and  Covenants.  The
representations  and warranties  contained  herein shall survive the Closing and
shall  thereupon  terminate  two (2) years from the Closing.  All  covenants and
agreements  contained herein which by their terms contemplate  actions following
the  Closing  shall  survive  the Closing and remain in full force and effect in
accordance with their terms.


Section 10.6 Headings;  Definitions.  The Section and Article headings contained
in this  Agreement are inserted for  convenience  of reference only and will not
affect the  meaning or  interpretation  of this  Agreement.  All  references  to
Sections  or  Articles  contained  herein  mean  Sections  or  Articles  of this
Agreement  unless  otherwise  stated.  All capitalized  terms defined herein are
equally applicable to both the singular and plural forms of such terms.


Section 10.7 Severability. If any provision of this Agreement or the application
thereof to any Person or circumstance is held to be invalid or  unenforceable to
any extent,  the  remainder  of this  Agreement  shall  remain in full force and
effect and shall be reformed to render the Agreement valid and enforceable while
reflecting to the greatest extent permissible the intent of the parties.


Section 10.8 Specific  Performance.  The parties  hereto agree that in the event
that any party fails to consummate the Exchange in accordance  with the terms of
this Agreement,  irreparable damage would occur, no adequate remedy at law would
exist and damages would be difficult to determine. It is accordingly agreed that
the parties shall be entitled to specific performance in such event, without the
necessity of proving the inadequacy of money damages as a remedy, in addition to
any other remedy at law or in equity.

                                      -26-
<PAGE>

Section 10.9 Notices.  All notices hereunder shall be sufficiently given for all
purposes  hereunder if in writing and delivered  personally,  sent by documented
overnight  delivery  service or, to the extent  receipt is confirmed,  telecopy,
telefax,  email or other  electronic  transmission  service  to the  appropriate
address or number as set forth below (or any other  address  duly  notified by a
party hereto pursuant to the provisions of this Section 10.9).

If to NHT:                                     with a copy to:
National Healthcare Technology, Inc.           Claudia J. Zaman, Attorney at Law
20700 Ventura Blvd., Suite 227                 27430 Riverside Lane
Woodland Hills, CA 91364                       Valencia, CA 91354
Attn:  Charles Smith                           Attn:  Claudia J. Zaman, Esq.
Phone: (818) 227-9494                          Phone: (661) 287-3772
Fax:   (818) 475-1819                          Fax:   (818) 475-1819
Email: dynacap@yahoo.com                       Email: claudia@zaman-law.com

If to Crown Partners:
Crown Partners, Inc.
20700 Ventura Blvd., Suite 227
Woodland Hills, CA 91364
Attn:  Charles Smith
Phone: (818) 227-9494
Fax:   (818) 475-1819
Email: dynacap@yahoo.com

If to Es3:                                     with a copy to:
Special Stone Surfaces Es3, Inc.               Duane Morris LLP
1660 Union Street, Suite 200                   101 West Broadway, Suite 900
San Diego, CA 92101                            San Diego, CA 92101
Attn:  Ross Lyndon-James                       Attn:  James A. Mercer, Esq.
Phone: (858) 759-5818                          Phone: (619) 744-2209
Fax:   (619) 232-6116                          Fax:   (619) 744-2201
Email: ross@bostonequities.com                 Email: jamercer@duanemorris.com

If to a Seller:
Boston Equities
1660 Union Street, Suite 200
San Diego, CA 92101
Attn:  Ross Lyndon-James
Phone: (858) 759-5818
Fax:   (619) 232-6116
Email: ross@bostonequities.com

                                      -27-
<PAGE>

Section 10.10  Governing Law. This Agreement  shall be governed by and construed
in accordance  with the laws of the State of  California,  without regard to the
conflicts of laws principles.

Section  10.11  Consent  to  Jurisdiction.  Any  action,  suit  or  other  legal
proceeding which is commenced to resolve any matter arising under or relating to
any provision of this  Agreement  shall be commenced  only in a state or federal
court of competent jurisdiction the State of California,  and the parties hereto
each consents to the jurisdiction of such a court.


Section  10.12  Counterparts.  This  Agreement  may be  executed  in one or more
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement.


Section 10.13 Certain Definitions. As used herein:


(a) "Affiliate"  shall have the meanings  ascribed to such term in Rule 12b-2 of
the Exchange Act;


(b) "Business Day" shall mean any day other than a Saturday,  Sunday or a day on
which federally  chartered  financial  institutions are not open for business in
the City of San Diego, California;


(c)  "Confidential  Information"  shall mean the  existence and contents of this
Agreement and the Schedules and Exhibits hereto, and all proprietary  technical,
economic, environmental,  operational,  financial and/or business information or
material of one party which,  prior to or following the Closing  Date,  has been
disclosed by Es3, on the one hand, or NHT, on the other hand,  in written,  oral
(including by recording),  electronic,  or visual form to, or otherwise has come
into the possession of, the other;


(d) "Contract" shall mean any oral,  written or implied  contracts,  agreements,
licenses, instruments, indentures leases, powers of attorney, guaranties, surety
arrangements or other commitments of any kind;


(e) "Exchange Act" shall mean the  Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder;


(f) "GAAP" shall mean  generally  accepted  accounting  principles in the United
States as in effect on the date or for the  period  with  respect  to which such
principles are applied;


(g)  "Governmental  Authority"  shall mean any nation or government,  any state,
municipality  or other  political  subdivision  thereof  and any  entity,  body,
agency,  commission  or  court,  whether  domestic,  foreign  or  multinational,
exercising  executive,  legislative,   judicial,  regulatory  or  administrative
functions of or pertaining to government and any executive official thereof;

                                      -28-
<PAGE>

(h)  "Knowledge"  shall mean (i) with respect to an  individual,  knowledge of a
particular  fact or other  matter,  if such  individual is aware of such fact or
other  matter,  and (ii) with  respect  to a Person  that is not an  individual,
knowledge of a particular fact or other matter if any individual who is serving,
or who has at any time served, as a director,  officer,  partner,  executor,  or
trustee of such  Person (or in any  similar  capacity)  has, or at any time had,
knowledge of such fact or other matter;

(i) "Lien" shall mean any security or other property  interest or right,  claim,
lien, pledge, option, charge, security interest, contingent or conditional sale,
or proxy,  pre-emptive rights,  first refusal rights,  participation  rights, or
other title claim or  retention  agreement,  interest or other right or claim of
third  parties,  whether  perfected or not  perfected,  voluntarily  incurred or
arising by  operation  of law,  and  including  any  agreement  (other than this
Agreement) to grant or submit to any of the foregoing in the future;


(j) "Material  Adverse  Effect"  shall mean any adverse  effect on the business,
condition  (financial or  otherwise)  or results of operation of the  applicable
entity;


(k)  "Material  Contract"  shall mean any  Contract,  other than  equipment  and
furniture  leases  entered  into  in  the  ordinary  course  of  business,   the
liabilities  or commitments  associated  therewith  exceed,  in the case of Es3,
$100,000 individually or $500,000 in the aggregate;


(l) "Person" shall mean any individual, corporation,  partnership,  association,
trust or other entity or  organization,  including a  governmental  or political
subdivision or any agency or institution thereof;


(m) "SEC" shall mean the Securities and Exchange Commission;


(n) "Securities Act" shall mean the Securities Act of 1933, as amended,  and the
rules and regulations promulgated thereunder; and


(o) "Taxes" shall mean all taxes (whether U.S. federal,  state, local or Israeli
or  other  non-U.S.)  based  upon  or  measured  by  income  and any  other  tax
whatsoever,  including,  without  limitation,  gross receipts,  profits,  sales,
levies,  imposts,  deductions,  charges,  rates, duties, use, occupation,  value
added,  ad  valorem,  transfer,  franchise,   withholding,  payroll  and  social
security,  employment,  excise, stamp duty or property taxes,  together with any
interest, penalties, charges or fees imposed with respect thereto.


[The remainder of this page is intentionally left blank]

                                      -29-
<PAGE>

IN WITNESS WHEREOF,  each of the parties have caused this Agreement to be signed
by their respective officers hereunto duly authorized,  all as of the date first
written above.

                      NATIONAL HEALTHCARE TECHNOLOGY, INC.

By: /s/ Charles Smith
   ------------------------------------
    Name: Charles Smith
    Title: CEO


                              CROWN PARTNERS, INC.

By: /s/ Charles Smith
   ------------------------------------
    Name: Charles Smith
    Title: CEO


                        SPECIAL STONE SURFACES Es3, INC.

By: /s/ Ross Lyndon-James
   ------------------------------------
    Name: Ross Lyndon-James
    Title: CEO

                                      -30-