Exhibit 10.3 













PLAN AND AGREEMENT OF
REORGANIZATION 



AMONG 



MACH ONE CORPORATION 



AND 



CERES ORGANIC HARVEST,
INC. 



AND 



CERTAIN SHAREHOLDERS 



OF 



CERES ORGANIC HARVEST, INC. 











February 2, 2009 




















TABLE OF CONTENTS 



		
		
	PLAN AND AGREEMENT OF REORGANIZATION	 	 	 	3	 
	 	 	 	 		 
	PLAN OF REORGANIZATION	 	 	 	3	 
	 	 	 	 		 
	TAX CONSEQUENCES	 	 	 	3	 
	 	 	 	 		 
	AGREEMENT	 	 	 	3	 
	     Section 1 - Transfer of Shares	 	 	 	3	 
	     Section 2 - Issuance of Exchange Securities to CERES Shareholders	 	 	 	4	 
	     Section 3 - Other Matters	 	 	 	4	 
	     Section 4 - Closing	 	 	 	4	 
	     Section 5 - Representations and Warranties by CERES and Certain Shareholders	 	 	 	6	 
	     Section 6 - Representations and Warranties by MACH ONE	 	 	 	9	 
	     Section 7 - Access and Information	 	 	 	12	 
	     Section 8 - Covenants of CERES and Certain Shareholders	 	 	 	13	 
	     Section 9 - Covenants of MACH ONE	 	 	 	14	 
	     Section 10 - Additional Covenants of the Parties	 	 	 	15	 
	     Section 11 - Survival of Representations, Warranties and Covenants	 	 	 	16	 
	     Section 12 - Conditions Precedent to Obligations of Parties	 	 	 	16	 
	     Section 13 - Termination, Amendment, Waiver	 	 	 	19	 
	     Section 14 - Miscellaneous	 	 	 	20	 
	 	 	 	 		 
	EXHIBIT LIST	 	 	 	24	 
	 	 	 	 		 
	SCHEDULE LIST	 	 	 	24	 















PLAN AND AGREEMENT OF
REORGANIZATION 



        This
Plan and Agreement of Reorganization (“Agreement”) is entered into on this 2nd
day of February, 2009 by and between MACH ONE CORPORATION, a Nevada corporation
(“MACH ONE”), and CERES ORGANIC HARVEST, INC., a Michigan corporation
(“CERES”), and those persons listed in Exhibit A hereto, being all of the
shareholders of CERES who own individually at least ten percent (10%) of the outstanding
stock of CERES and together hold over fifty percent (50%) of the outstanding stock of
CERES as of the date this Agreement is executed. 



PLAN OF REORGANIZATION 



        The
transaction contemplated by this Agreement (“the Exchange Transaction”) is
intended to be an exchange of stock reorganization. MACH ONE will acquire up to 100% of
CERES’ issued and outstanding common stock, (no par value) in exchange for up to
8,000,000 shares of MACH ONE common stock (the “Mach Common Stock”) and up to
8,000,000 shares of MACH ONE Convertible Preferred Stock (the “Mach Preferred
Stock”) (collectively the Mach Common and Preferred Stock shall be referred to as the
“Exchange Securities”). The rights, preferences, and restrictions of the Mach
Preferred Stock are set forth in a Certificate of Designation to be filed with the Nevada
Secretary of State, a copy of which is attached hereto as Exhibit B. The Exchange
Transaction will result in CERES becoming a wholly-owned subsidiary of MACH ONE. 



TAX CONSEQUENCES 



        It
is intended by the parties hereto that the Exchange Transaction shall constitute a
reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue code of
1986, as amended (the “Code”). The parties hereto adopt this Agreement as a
“plan of reorganization” within the meaning of Sections 1.368-2(g) and
1.368-3(b) of the United States Income Tax Regulations. 



AGREEMENT 



Section 1 
Transfer of Shares 



	1.1	All
shareholders of CERES (the “Shareholders” or the “CERES Shareholders”),
as of the date of Closing as such term is defined in Section 4 herein (the “Closing” or
the “Closing Date”), shall transfer, assign, convey and deliver to MACH ONE on
the Closing Date, certificates representing one hundred percent (100%) of the CERES
capital stock (“Ceres Stock”) or such lesser percentage as shall be acceptable
to MACH ONE, but in no event less than ninety percent (90%) of the Ceres Stock. To the
extent that less than 100% of the Ceres Stock is acquired, the amount of the Exchange
Securities issuable to those CERES Shareholders who elected to participate in the
Exchange Transaction shall decrease proportionately. The transfer of the Ceres Stock
shall be made free and clear of all liens, mortgages, pledges, encumbrances or charges,
whether disclosed or undisclosed, except as the CERES Shareholders and MACH ONE shall
have otherwise agreed in writing.  






3 












Section 2 
Issuance of Exchange
Securities to CERES Shareholders 



	2.1	As
consideration for the transfer, assignment, conveyance and delivery of the Ceres Stock
hereunder, MACH ONE shall, at the Closing issue to the CERES Shareholders, pro rata in
accordance with each Shareholder’s percentage ownership of CERES immediately prior
to the Closing, Exchange Securities consisting of up to 8,000,000 shares of Mach Common
Stock and up to 8,000,000 Mach Preferred Stock. The parties intend that the Exchange
Securities being issued will be used to acquire all outstanding Ceres Stock. To the
extent that less than 100% of the Ceres Stock is acquired, the amount of Exchange
Securities issuable to those CERES Shareholders who have elected to participate in the
exchange described in this Agreement shall decrease proportionately.  






	2.2	None
of the Exchange Securities issued to the CERES Shareholders hereunder shall, at the time
of Closing, be registered under federal securities laws but, rather, shall be issued
pursuant to an exemption thereunder and be considered “restricted securities”within
the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended
(the “Act”). All of such securities shall bear a legend worded substantially as
follows:  






	 	
“The
securities represented by this promissory note have not been registered under the
Securities Act of 1933 (the “Act”) and are ‘restricted securities’ as
that term is defined in Rule 144 under the Act. Neither Mach Common Stock, the Mach
Preferred Stock or the shares issuable upon conversion of the Mach Preferred Stock may be
offered for sale, sold or otherwise transferred except pursuant to an exemption from
registration under the Act, the availability of which is to be established to the
reasonable satisfaction of the Company.” 






	 	
The
transfer agent of MACH ONE shall annotate its records to reflect the restrictions on
transfer embodied in the legend set forth above. There shall be no requirement that MACH
ONE register the Exchange Securities or the shares subject to conversion under the Act. 






Section 3 
Other Matters 



	3.1	Appointment
of New Director. At the Closing the then existing directors of MACH ONE shall take
those steps necessary to expand the current Board of Directors to six (6) directors and
immediately nominate and elect to the Board of Directors of MACH ONE, Brittin Eustis.  







Section 4
Closing 



	 	4.1	
Closing of Transaction. Subject to the fulfillment or waiver of the conditions
precedent set forth in Section 12 hereof, the Closing shall take place on the Closing
Date at the offices of MACH ONE in West Bend, Wisconsin at 10:00 A.M., local time, or
at such other time on the Closing Date as CERES and MACH ONE may mutually agree in
writing. 






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	4.2	Closing
Date. The Closing Date of the Exchange shall take place on a date chosen by mutual
agreement of CERES and MACH ONE within forty-five (45) days from the date of this
Agreement, or such later date upon which CERES and MACH ONE may mutually agree in
writing, or as extended pursuant to subsection 13.1(b) below.  






	4.3 	Deliveries
at Closing.  






	 	(a) 	          CERES
shall deliver or cause to be delivered to MACH ONE at Closing:  






	 	(1)  	certificates
representing all shares, or an amount of shares acceptable to MACH           ONE, of the
Ceres Stock as described in Section 1, each endorsed in blank           by the
registered owner;  






	 	(2)  	an
agreement from each CERES Shareholder surrendering his or her shares agreeing
          to a restriction on the transfer of the Exchange Securities as described in
          Section 2 hereof;  






	 	(3)  	a
copy of a consent of CERES’ board of directors authorizing CERES to take
          the necessary steps toward Closing the transaction described by this Agreement
          in the form set forth in Exhibit C;  






	 	(4)  	a
copy of a Certificate of Good Standing for CERES issued not more than ten (10)
          days prior to Closing by the state of Michigan;  






	 	(5)  	Articles
of Incorporation and Bylaws of CERES certified as of the Closing Date           by the
President and Secretary of CERES;  






	 	(6)  	an
opinion of Richard Keller, Esq., counsel to CERES, dated as of the Closing
          Date, in a form deemed acceptable by MACH ONE and its counsel;  






	 	(7)  	such
other documents, instruments or certificates as shall be reasonably           requested
by MACH ONE or its counsel.  






	 	(b) 	          MACH
ONE shall deliver or cause to be delivered to CERES at Closing:  






	 	(1)  	a
copy of a consent of MACH ONE’s board of directors authorizing MACH ONE           to
take the necessary steps toward Closing the transaction described by this
          Agreement in the form set forth in Exhibit D;  






	 	(2)  	a
copy of a Certificate of Good Standing for MACH ONE issued not more than ten
          (10) days prior to Closing by the Secretary of State of Nevada;  






	 	(3)  	stock
certificate(s) representing the Exchange Securities to be newly issued by           MACH
ONE under this Agreement, which certificates shall be in the names of the
          appropriate CERES Shareholders, each in the appropriate denomination as
          described in Section 2;  






	 	(4)  	an
opinion of William B. Barnett, Esq., special counsel to MACH ONE, dated as of
          the Closing Date, in a form deemed acceptable by CERES and its counsel, and  






5 













	 	(5)  	such
other documents, instruments or certificates as shall be reasonably           requested
by CERES or its counsel.  






	4.4 	Filings;
Cooperation.  






          	 	(a) 	
               Prior to the Closing, the parties shall proceed with due diligence and in good
               faith to make such filings and take such other actions as may be necessary to
               satisfy the conditions precedent set forth in Section 12 below. 


               



          	 	(b) 	
               On and after the Closing Date, MACH ONE, CERES and the Shareholders set forth in
               Exhibit A shall, on request and without further consideration, cooperate
               with one another by furnishing or using their best efforts to cause others to
               furnish any additional information and/or executing and delivering or using
               their best efforts to cause others to execute and deliver any additional
               documents and/or instruments, and doing or using their best efforts to cause
               others to do any and all such other things as may be reasonably required by the
               parties or their counsel to consummate or otherwise implement the transactions
               contemplated by this Agreement. 


               



Section 5 
Representations and
Warranties by CERES and Certain Shareholders 



	5.1	Subject
to the schedule of exceptions, attached hereto and incorporated herein by this reference,
(which schedules shall be acceptable to MACH ONE), CERES and those Shareholders listed on
Exhibit A represent and warrant to MACH ONE as follows:  






          	 	(a) 	
               Organization and Good Standing of CERES. The Articles of Incorporation of
               CERES and all Amendments thereto as presently in effect, certified by the State
               of Michigan, and the Bylaws of CERES as presently in effect, certified by the
               President and Secretary of CERES, have been delivered to MACH ONE and are
               complete and correct and since the date of such delivery, there has been no
               amendment, modification or other change thereto, except as set forth in Schedule
               5.1(a). 


               



          	 	(b) 	
               Capitalization. CERES’ authorized capital stock consists of 10,000
               shares of common stock, $1.00 par value, of which 10,000 shares are currently,
               and will be issued and outstanding as of the Closing Date and held of record by
               six (6) persons. All of such outstanding shares are validly issued, fully paid
               and non-assessable. There are no options and warrants for Ceres Stock. All
               securities issued by CERES as of the date of this Agreement have been issued in
               compliance with all applicable state and federal laws. Except as set forth in
               Schedule 5.1(b), no other equity securities or debt obligations of CERES
               are authorized, issued or outstanding. 


               



          	 	(c) 	
               Subsidiaries. Other than Organic Grain and Milling, Inc., a North Dakota
               corporation, CERES has no other subsidiaries and no other investments, directly
               or indirectly, or other financial interest in any other corporation or business
               organization, joint venture or partnership of any kind whatsoever. 


               



6 













          	 	(d) 	
               Financial Statements. CERES will deliver to MACH ONE, prior to Closing, a
               copy of CERES’ unaudited financial statements for the years ended December
               31, 2008 and 2007, which will be true and complete and will have been prepared
               in conformity with generally accepted accounting principles. Other than changes
               in the usual and ordinary conduct of the business since December 31, 2008, there
               have been and, at the Closing Date, there will be no material adverse changes in
               such financial statements. 


               



          	 	(e) 	
               Absence of Undisclosed Liabilities. Other than as set forth in Schedule
               5.1 (e) or except as incurred in the ordinary course of business, CERES has no
               liabilities which are not adequately reflected or reserved against in the CERES
               Financial Statements or otherwise reflected in this Agreement and CERES shall
               not have as of the Closing Date, any liabilities (secured or unsecured and
               whether accrued, absolute, direct, indirect or otherwise) which were incurred
               after December 31, 2008, and would be individually or in the aggregate, material
               to the results of operations or financial condition of CERES as of the Closing
               Date. 


               



          	 	(f) 	
               Litigation. Except as disclosed in Schedule 5.1(f), there are no
               outstanding orders, judgments, injunctions, awards or decrees of any court,
               governmental or regulatory body or arbitration tribunal against CERES or its
               properties. Except as disclosed in Schedule 5.1(f), there are no actions,
               suits or proceedings pending, or, to the knowledge of CERES, threatened against
               or affecting CERES or its affiliated companies, any of its officers or directors
               relating to their positions as such, or any of its properties, at law or in
               equity, or before or by any federal, state, municipal or other governmental
               department, commission, board, bureau, agency or instrumentality, domestic or
               foreign, in connection with the business, operations or affairs of CERES or its
               affiliated company which might result in any material adverse change in the
               operations or financial condition of CERES, or which might prevent or materially
               impede the consummation of the transactions under this Agreement. 


               



          	 	(g) 	
               Compliance with Laws. To the best of its knowledge, the operations and
               affairs of CERES do not violate any law, ordinance, rule or regulation currently
               in effect, or any order, writ, injunction or decree of any court or governmental
               agency, the violation of which would substantially and adversely affect the
               business, financial conditions or operations of CERES. 


               



          	 	(h) 	
               Absence of Certain Changes. Except as set forth in Schedule 5.1(h),
               or otherwise disclosed in writing to MACH ONE, since December 31, 2008, 


               



	 	(1)  	CERES
has not entered into any material transaction except in the ordinary           course of
business;  






	 	(2)  	there
has been no change in the condition except in the ordinary course of           business
(financial or otherwise), business, property, prospects, assets or           liabilities
of Ceres as shown on the CERES Financial Statement, other than           changes that
both individually and in the aggregate do not have a consequence           that is
materially adverse to such condition, business, property, prospects,           assets or
liabilities;  






	 	(3)  	there
has been no damage to, destruction of or loss of any of the properties or
          assets of CERES (whether or not covered by insurance) materially and adversely
          affecting the condition (financial or otherwise), business, property,
prospects,           assets or liabilities of CERES;  






7 













	 	(4)  	CERES
has not declared, or paid any dividend or made any distribution on its           capital
stock, redeemed, purchased or otherwise acquired any of its capital           stock,
granted any options to purchase shares of its stock, or issued any shares           of
its capital stock except as described in Schedule 5.1(h);  






	 	(5)  	there
has been no material change, except in the ordinary course of business, in           the
contingent obligations of CERES by way of guaranty, endorsement, indemnity,
          warranty or otherwise; and  






	 	(6)  	there
has been no other event or condition of any character, which might           reasonably
be expected either to result in a material and adverse change in the           condition
(financial or otherwise), business, property, prospects, assets or           liabilities
of CERES or to impair materially the ability of CERES to conduct the           business
now being conducted.  






          	 	(i) 	
               Employees. There are, except as disclosed in Schedule 5.1(i), no
               collective bargaining, bonus, profit sharing, compensation, or other plans,
               agreements or arrangements between CERES and any of its directors, officers or
               employees and there is no employment, consulting, severance or indemnification
               arrangements, agreements or understandings between CERES on the one hand, and
               any current or former directors, officers or employees of CERES on the other
               hand. 


               



          	 	(j) 	
               Assets. All of the assets reflected on the December 31, 2008 CERES
               Financial Statements or acquired and held as of the Closing Date, will be owned
               by CERES on the Closing Date. Except as set forth in Schedule 5.1(j), CERES
               owns outright and has good and marketable title, or holds valid and enforceable
               leases, to all of such assets. 


               



          	 	(k) 	
               Tax Matters. Other than as set forth in Schedule 5.1 (k), all federal,
               foreign, state and local tax returns, reports and information statements
               required to be filed by or with respect to the activities of CERES have been
               timely filed. Such returns, reports and information statements are true and
               correct in all material respects insofar as they relate to the activities of
               Ceres. On the date of this Agreement, CERES is not delinquent in the payment of
               any such tax or assessment, and no deficiencies for any amount of such tax have
               been proposed or assessed. 


               



          	 	(l) 	
               Continuation of Key Management. To the best knowledge of CERES, all key
               management personnel of CERES intend to continue their employment with CERES
               after the Closing. For purposes of this subsection 5.1(l), “key
               management personnel” shall include Brittin Eustis, Dean Chapla and Troy
               DeSmet. 


               



          	 	(m) 	
               Books and Records. The books and records of CERES are complete and
               correct, are maintained in accordance with good business practice and accurately
               present and reflect, in all material respects, all of the transactions therein
               described, and there have been no transactions involving CERES which properly
               should have been set forth therein and which have not been accurately so set
               forth. 


               



8 













          	 	(n) 	
               Authority to Execute Agreement. The Board of Directors of CERES, pursuant
               to the power and authority legally vested in it, has duly authorized the
               execution and delivery by CERES of this Agreement, and has duly authorized each
               of the transactions hereby contemplated. CERES has the power and authority to
               execute and deliver this Agreement, to consummate the transactions hereby
               contemplated and to take all other actions required to be taken by it pursuant
               to the provisions hereof. CERES has taken all actions required by law, its
               Articles of Incorporation, as amended, or otherwise to authorize the execution
               and delivery of this Agreement. This Agreement is valid and binding upon CERES
               and those Shareholders listed in Exhibit A hereto in accordance with its
               terms. 


               



          	 	(o) 	
               Contracts. Other than as set forth in Schedule 5.1 (o), and except for
               commitments to pay for legal and accounting services relating to the Exchange
               Transaction, CERES is not a party to any written or oral commitment for capital
               expenditures except as contemplated by this Agreement. CERES is not a party to,
               nor is its property bound by any written or oral, express or implied, agreement,
               contract or other contractual obligation including, without limitation, any real
               or personal property leases, any employment agreements, any consulting
               agreements any personal services agreements or any other agreements that require
               CERES to pay any money or deliver any assets or services. CERES has in all
               material respects performed all obligations required to be performed by it to
               date and is not in default in any material respect under any agreements or other
               documents to which it was a party. 


               



          	 	(p) 	
               Finder’s Fees. CERES is not, and on the Closing Date will not be
               liable or obligated to pay any finder’s, agent’s or broker’s fee
               arising out of or in connection with this Agreement or the transactions
               contemplated by this Agreement. 


               



	5.2	Disclosure.
At the date of this Agreement, CERES and those Shareholders listed in Exhibit A
have, and at the Closing Date they will have, disclosed all events, conditions and facts
materially affecting the business and prospects of CERES. CERES and such Shareholders
have not now and will not have at the Closing Date, withheld knowledge of any such
events, conditions or facts which they know, or have reasonable grounds to know, may
materially affect CERES’ business and prospects.  






Section 6
Representations and
Warranties by MACH ONE 



	6.1	Subject
to the schedule of exceptions, attached hereto and incorporated herein by this reference,
(which schedules shall be acceptable to CERES), MACH ONE represents and warrants to CERES
and those Shareholders listed in Exhibit A as follows:  






          	 	(a) 	
               Organization and Good Standing. MACH ONE is currently a corporation duly
               organized, validly existing and in good standing under the laws of the State of
               Nevada and has full corporate power and authority to own or lease its properties
               and to carry on its business as now being conducted and as proposed to be
               conducted. MACH ONE is qualified to conduct business as a foreign corporation in
               no other jurisdiction, and the failure to so qualify in any other jurisdiction
               does not materially, adversely affect the ability of MACH ONE to carry on its
               business as most recently conducted. The Articles of Incorporation of MACH ONE
               and all amendments thereto as presently in effect, certified by the Secretary of
               State of Nevada, and the Bylaws of MACH ONE as presently in effect, certified by
               the President and Secretary of MACH ONE, have been delivered to CERES and are
               complete and correct and since the date of such delivery, there has been no
               amendment, modification or other change thereto. 


               



9 












          	 	(b) 	
               Capitalization. MACH ONE’s authorized capital stock consists of
               250,000,000 consisting of (i) 239, 000,000 shares of $.001 par value Common
               stock, of which 106,800,000 shares are issued and outstanding and held of record
               by approximately 330 shareholders and (ii) 10,500,000 shares of $0.05 par value
               Preferred Stock, of which 1,000,000 shares of Series A Convertible Preferred
               Stock are issued and outstanding and held of record by one shareholder. Except
               as set forth in Schedule 6.1(b), no other equity securities or debt
               obligations of MACH ONE are authorized, issued or outstanding and as of the
               Closing, there will be no other outstanding options, warrants, agreements,
               contracts, calls, commitments or demands of any character, preemptive or
               otherwise, other than this Agreement, relating to any of the Mach Common Stock,
               and there will be no outstanding security of any kind convertible into Mach
               Common Stock. The shares of Mach Common Stock are free and clear of all liens,
               charges, claims, pledges, restrictions and encumbrances whatsoever of any kind
               or nature that would inhibit prevent or otherwise interfere with the
               transactions contemplated hereby. All of the outstanding Mach Common Stock is
               validly issued, fully paid and nonassessable and there are no voting trust
               agreements or other contracts, agreements or arrangements restricting or
               affecting voting or dividend rights or transferability with respect to the
               outstanding shares of Mach Common Stock. 


               



          	 	(c) 	
               Issuance of Exchange Securities. All of the Mach Common Stock and the
               Mach Preferred Stock to be issued to CERES Shareholders pursuant to this
               Agreement, when issued and delivered as provided herein, will be duly
               authorized, validly issued, and will be free and clear of all liens, charges,
               claims, pledges, restrictions and encumbrances whatsoever of any kind or nature,
               except those restrictions imposed by State or Federal corporate and securities
               regulations. 


               



          	 	(d) 	
               No Violation. Neither the execution and delivery of this Agreement nor
               the consummation of the transactions contemplated hereby nor compliance by MACH
               ONE with any of the provisions hereof will: 


               



	 	(1)  	violate
or conflict with, or result in a breach of any provisions of, or           constitute a
default (or an event which, with notice or lapse of time or both,           would
constitute a default) under, any of the terms, conditions or provisions of           the
Articles of Incorporation or Bylaws of MACH ONE or any note, bond, mortgage,
          indenture, deed of trust, license, agreement or other instrument to which MACH
          ONE is a party, or by which it or its properties or assets may be bound or
          affected; or  






	 	(2)  	violate
any order, writ, injunction or decree, or any statute, rule, permit, or
          regulation applicable to MACH ONE or any of its properties or assets.  






          	 	(e) 	
               Subsidiaries. Except as set forth in Schedule 6.1(e), MACH ONE has no
               subsidiaries and no investments, directly or indirectly, or other financial
               interest in any other corporation or business organization, joint venture or
               partnership of any kind whatsoever. 


               



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          	 	(f) 	
               Financial Statements. MACH ONE will deliver to CERES prior to Closing,
               copies of all of MACH One’s audited and unaudited financial statements
               through September 30, 2008, all of which are true and complete and have been
               prepared in accordance with generally accepted accounting principles. 


               



          	 	(g) 	
               SEC Filings. MACH ONE will deliver to CERES prior to Closing, copies of
               all of MACH ONE’s recent filings made with the Securities and Exchange
               Commission (“SEC”), including Forms 10-K and 10-Q and any proxy
               material). 


               



          	 	(h) 	
               Absence of Certain Changes. Since September 30, 2008 there has been no
               material change in MACH ONE’s financial conditions, assets or liabilities,
               except as set forth in Schedule 6.1(h). 


               



          	 	(i) 	
               Absence of Undisclosed Liabilities. Except as disclosed in Schedule
               6.1(i) and in MACH ONE’s Financial Statements, MACH ONE did not have, as of
               the Closing Date, any liabilities (secured or unsecured and whether accrued,
               absolute, direct, indirect or otherwise) which were incurred after September 30,
               2008, and would be individually or in the aggregate, material to the results of
               operation or financial condition of MACH ONE. 


               



          	 	(j) 	
               Litigation. Except as disclosed in Schedule 6.1(j) there are no
               outstanding orders, judgments, injunctions, awards or decrees of any court,
               governmental or regulatory body or arbitration tribunal against MACH ONE or its
               properties. Except as disclosed in Schedule 6.1(j) there are no actions, suits
               or proceedings pending, or, to the knowledge of MACH ONE, threatened against or
               relating to MACH ONE. MACH ONE is not, and on the Closing Date will not be, in
               default under or with respect to any judgment, order, writ, injunction or decree
               of any court or of any federal, state, municipal or other governmental
               authority, department, commission, board, agency or other instrumentality; and
               MACH ONE has, and on the Closing Date will have, complied in all material
               respects with all laws, rules, regulations and orders applicable to it, if any. 


               



          	 	(k) 	
               Contracts. Except as set forth in Schedule 6.1(k), MACH ONE is not a
               party to any written or oral commitment for capital expenditures except as
               contemplated by this Agreement. MACH ONE is not a party to, nor is its property
               bound by any written or oral, express or implied, agreement, contract or other
               contractual obligation including, without limitation, any real or personal
               property leases, any employment agreements, any consulting agreements any
               personal services agreements or any other agreements that require MACH ONE to
               pay any money or deliver any assets or services. MACH ONE has in all material
               respects performed all obligations required to be performed by it to date and is
               not in default in any material respect under any agreements or other documents
               to which it was a party. 


               



          	 	(l) 	
               Tax Matters. Except as set forth in Schedule 6.1(l), all federal,
               foreign, state and local tax returns, reports and information statements
               required to be filed by or with respect to the activities of MACH ONE have been
               filed for all the years and periods for which such returns and statements were
               due, including extensions thereof. Such returns, reports and information
               statements are true and correct in all material respects insofar as they relate
               to the activities of MACH ONE. On the date of this Agreement, MACH ONE is not
               delinquent in the payment of any such tax or assessment, and no deficiencies for
               any amount of such tax have been proposed or assessed. 


               



11 













          	 	(m) 	
               Authority to Execute Agreement. The Board of Directors of MACH ONE,
               pursuant to the power and authority legally vested in it, has duly authorized
               the execution and delivery by MACH ONE of this Agreement and the Exchange
               Securities, and has duly authorized each of the transactions hereby
               contemplated. MACH ONE has the power and authority to execute and deliver this
               Agreement, to consummate the transactions hereby contemplated and to take all
               other actions required to be taken by it pursuant to the provisions hereof. MACH
               ONE has taken all the actions required by law, its Articles of Incorporation, as
               amended, its Bylaws, as amended, applicable state law or otherwise to authorize
               the execution and delivery of the Exchange Securities pursuant to the provisions
               hereof. This Agreement is valid and binding upon MACH ONE in accordance with its
               terms. 


               



          	 	(n) 	
               Finder’s Fees. MACH ONE is not, and on the Closing Date, will not be
               liable or obligated to pay any finder’s, agent’s or broker’s fee
               arising out of or in connection with this Agreement or the transactions
               contemplated by this Agreement. 


               



          	 	(o) 	
               Books and Records. The books and records of MACH ONE are complete and
               correct, are maintained in accordance with good business practice and accurately
               present and reflect in all material respects, all of the transactions therein
               described and there have been no transactions involving MACH ONE which properly
               should have been set forth therein and which have not been accurately so set
               forth. 


               



	6.2	Disclosure.
MACH ONE has and at the Closing Date it will have, disclosed all events, conditions and
facts materially affecting the business and prospects of MACH ONE. MACH ONE has not now
and will not have at the Closing Date, withheld knowledge of any such events, conditions
and facts which it knows, or has reasonable grounds to know, may materially affect MACH
ONE’s business and prospects.  






Section 7 
Access and Information 



	7.1	As
to CERES. Subject to the protections provided by subsection 10.4 herein, CERES
shall give to MACH ONE and to MACH ONE’s counsel, accountants and other
representatives full access during normal business hours throughout the period prior to
the Closing, to all of CERES’ properties, books, contracts, commitments, and
records, including information concerning products and customer base, and patents held
by, or assigned to, CERES, and furnish MACH ONE during such period with all such
information concerning CERES’ affairs as MACH ONE reasonably may request.  






	7.2	As
to MACH ONE. Subject to the protections provided by subsection 10.4 herein, MACH
ONE shall give to CERES, the CERES Shareholders and their counsel, accountants and other
representatives, full access, during normal business hours throughout the period prior to
the Closing, to all of MACH ONE’s properties, books, contracts, commitments, and
records, if any, and shall furnish CERES and the CERES Shareholders during such period
with all such information concerning MACH ONE’s affairs as CERES and the CERES
Shareholders reasonably may request.  






12 













Section 8 
Covenants of CERES and
Certain Shareholders 



	8.1	No
Solicitation. For a period of forty-five (45) days from the date of this Agreement,
CERES and those Shareholders listed on Exhibit A, to the extent within each
Shareholder’s control, will use their best efforts to cause its officers, employees,
agents and representatives not, directly or indirectly, to solicit, encourage, or
initiate any discussions with, or indirectly to solicit, encourage, or initiate any
discussions with, to, any person or entity other than MACH ONE and its officers,
employees, and agents, concerning any merger, sale of substantial assets, or similar
transaction involving CERES, or any sale of any of its capital stock or of the capital
stock held by such Shareholders in excess of fifty percent (50%) of such Shareholder’s
current stock holdings except as otherwise disclosed in this Agreement. CERES will notify
MACH ONE immediately upon receipt of an inquiry, offer, or proposal relating to any of
the foregoing. None of the foregoing shall prohibit providing information to others in a
manner in keeping with the ordinary conduct of CERES’business, or providing
information to government authorities.  






	8.2	Conduct
of Business Pending the Transaction. CERES and those Shareholders listed on Exhibit A,
to the extent within each Shareholder’s control, covenant and agree with MACH ONE
that, prior to the consummation of the transaction called for by this Agreement, and
Closing, or the termination of this Agreement pursuant to its terms, unless MACH ONE
shall otherwise consent in writing, and except as otherwise contemplated by this
Agreement, CERES and those Shareholders listed on Exhibit A, to the extent within
each Shareholder’s control, will comply with each of the following:  






          	 	(a) 	
               Its business shall be conducted only in the ordinary and usual course. CERES
               shall use reasonable efforts to keep intact its business organization and good
               will, keep available the services of its respective officers and employees, and
               maintain good relations with suppliers, creditors, employees, customers, and
               others having business or financial relationships with it, and it shall
               immediately notify MACH ONE of any event or occurrence which is material to, and
               not in the ordinary and usual course of business of CERES. 


               



          	 	(b) 	
               It shall not (i) amend its Articles of Incorporation or Bylaws or
               (ii) split, combine, or reclassify any of its outstanding securities, or
               declare, set aside, or pay any dividend or other distribution on, or make or
               agree or commit to make any exchange for or redemption of any such securities
               payable in cash, stock or property. 


               



          	 	(c) 	
               It shall not (i) issue or agree to issue any additional shares of, or
               rights of any kind to acquire any shares of, its capital stock of any class, or
               (ii) enter into any contract, agreement, commitment, or arrangement with
               respect to any of the foregoing, except as set forth in this Agreement. 


               



          	 	(d) 	
               It shall not create, incur, or assume any long-term or short-term indebtedness
               for money borrowed or make any capital expenditures or commitment for capital
               expenditures, except in the ordinary course of business and consistent with past
               practice. 


               



13 













          	 	(e) 	
               It shall not (i) adopt, enter into, or amend any bonus, profit sharing,
               compensation, stock option, warrant, pension, retirement, deferred compensation,
               employment, severance, termination or other employee benefit plan, agreement,
               trust fund, or arrangement for the benefit or welfare of any officer, director,
               or employee, or (ii) agree to any material (in relation to historical
               compensation) increase in the compensation payable or to become payable to, or
               any increase in the contractual term of employment of, any officer, director or
               employee except, with respect to employees who are not officers or directors, in
               the ordinary course of business in accordance with past practice, or with the
               written approval of MACH ONE. 


               



          	 	(f) 	
               It shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant
               any interest in any of its assets or properties except for: (i) sales,
               encumbrances, and other dispositions or grants in the ordinary course of
               business and consistent with past practice; (ii) liens for taxes not yet
               due; (iii) liens or encumbrances that are not material in amount or effect
               and do not impair the use of the property, or (iv) as specifically provided
               for or permitted in this Agreement. 


               



          	 	(g) 	
               It shall not enter into any material agreement, commitment, or understanding,
               whether in writing or otherwise, with respect to any of the matters referred to
               in subparagraphs (a) through (f) above. 


               



          	 	(h) 	
               It will continue properly and promptly to file when due all federal, state,
               local, foreign, and other tax returns, reports, and declarations required to be
               filed by it, and will pay, or make full and adequate provision for the payment
               of, all taxes and governmental charges due from or payable by it. 


               



          	 	(i) 	
               It will comply with all laws and regulations applicable to it and its
               operations. 


               



Section 9 
Covenants of MACH ONE 



	9.1	Conduct
of MACH ONE Pending Closing. MACH ONE covenants and agrees with CERES that, prior to
the consummation of the transactions called for by this Agreement, and Closing, or the
termination of this Agreement pursuant to its terms, unless CERES shall otherwise consent
in writing, and except as otherwise contemplated by this Agreement, MACH ONE will comply
with each of the following.  






          	 	(a) 	
               No change will be made in MACH ONE’s Articles of Incorporation or Bylaws or
               in MACH ONE’s authorized or issued shares of stock, except as contemplated
               in this Agreement or as may be first approved in writing by CERES. 


               



          	 	(b) 	
               No dividends shall be declared, no stock options granted and no employment
               agreements shall be entered into with officers or directors in MACH ONE, except
               as may be first approved in writing by CERES. 


               



          	 	(c) 	
               It shall not (i) issue or agree to issue any additional shares of, or
               rights of any kind to acquire any shares of, its capital stock of any class, or
               (ii) enter into any contract, agreement, commitment, or arrangement with
               respect to any of the foregoing, except as set forth in this Agreement. 


               



14 













          	 	(d) 	
               It shall not create, incur, or assume any long-term or short-term indebtedness
               for money borrowed or make any capital expenditures or commitment for capital
               expenditures, except in the ordinary course of business and consistent with past
               practice. 


               



          	 	(e) 	
               It shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant
               any interest in any of its assets or properties except for: (i) sales,
               encumbrances, and other dispositions or grants in the ordinary course of
               business and consistent with past practice; (ii) liens for taxes not yet
               due; (iii) liens or encumbrances that are not material in amount or effect
               and do not impair the use of the property, or (iv) as specifically provided
               for or permitted in this Agreement. 


               



          	 	(f) 	
               It will continue properly and promptly to file when due all federal, state,
               local, foreign, and other tax returns, reports, and declarations required to be
               filed by it, and will pay, or make full and adequate provision for the payment
               of, all taxes and governmental charges due from or payable by it. 


               



          	 	(g) 	
               It will comply with all laws and regulations applicable to it and its
               operations. 


               



Section 10 
Additional Covenants
of the Parties 



	10.1	Cooperation.
Both CERES and MACH ONE will cooperate with each other and their respective counsel,
accountants and agents in carrying out the transaction contemplated by this Agreement,
and in delivering all documents and instruments deemed reasonably necessary or useful by
the other party. Furthermore, both CERES and MACH ONE shall collaborate on the
preparation and dissemination of an offer, which the Board of Directors of CERES shall
approve and recommend, to the CERES Stockholders, to exchange their outstanding shares of
CERES Common Stock for MACH ONE Exchange Securities.  






	10.2	Expenses.
Each of the parties hereto shall pay all of its respective costs and expenses (including
attorneys’ and accountants’ fees, costs and expenses) incurred in connection
with this Agreement and the consummation of the transactions contemplated herein.  






	10.3	Publicity.
Prior to the Closing, any written news releases or public disclosure by either party
pertaining to this Agreement shall be submitted to the other party for its review and
approval prior to such release or disclosure, provided, however, that (a) such
approval shall not be unreasonably withheld, and (b) such review and approval shall
not be required of disclosures required to comply, in the judgment of counsel, with
federal or state securities or corporate laws or policies.  






	10.4	Confidentiality.
While each party is obligated to provide access to and furnish information in accordance
with Section 7 herein, it is understood and agreed that such disclosure and information
subsequently obtained as a result of such disclosures are proprietary and confidential in
nature. Each party agrees to hold such information in confidence and not to reveal any
such information to any person who is not a party to this Agreement, or an officer,
director or key employee thereof, and not to use the information obtained for any purpose
other than assisting in its due diligence inquiry in conjunction with the transaction
contemplated by this Agreement. Upon request of any party, a confidentiality agreement,
acceptable to the disclosing party, will be executed by any person selected to receive
such proprietary information, prior to receipt of such information.  






15 













	10.5	Required
Financial Liquidity of Ceres. Not less than five (5) days before the Closing, Ceres
shall deliver to Mach One unaudited financial statements for the year ended December 31,
2008, which shall disclose an EBITDA of not less than $800,000, excluding any write-offs
of its previously owned retail division, and a net worth of not less than $300,000.  






Section 11 
Survival of
Representations, Warranties and Covenants 



	11.1	The
representations, warranties and covenants of CERES and those Shareholders listed in
Exhibit A contained herein shall survive the execution and delivery of this
Agreement for a period of one (1) year from the Closing Date. The representations,
warranties and covenants of MACH ONE contained herein shall survive the execution and
delivery of this Agreement for a period of one (1) year from the Closing Date.  






Section 12 
Conditions Precedent
to Obligations of Parties 



	12.1	Conditions
to Obligations of the Parties. The obligations of MACH ONE, CERES and those
Shareholders listed in Exhibit A under this Agreement shall be subject to the
fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth,
including, but not limited to, receipt by the appropriate party of all deliveries
required by Sections 5 and 6 herein, and fulfillment, prior to Closing, of each of the
following conditions:  






          	 	(a) 	
               All representations and warranties made by CERES Shareholders listed in
               Exhibit A and MACH ONE in this Agreement shall be true and correct in all
               material respects on and as of the Closing Date with the same effect as if such
               representations and warranties had been made on and as of the Closing Date. 


               



          	 	(b) 	
               CERES Shareholders listed in Exhibit A, Ceres and MACH ONE shall have
               performed or complied with all covenants, agreements and conditions contained in
               this Agreement on their part required to be performed or complied with at or
               prior to the Closing. 


               



          	 	(c) 	
               All material authorizations, consents or approvals of any and all governmental
               regulatory authorities necessary in connection with the consummation of the
               transactions contemplated by this Agreement shall have been obtained and be in
               full force and effect. 


               



          	 	(d) 	
               The Closing shall not violate any permit or order, decree or judgment of any
               court or governmental body having competent jurisdiction and there shall not
               have been instituted any legal or administrative action or proceeding to enjoin
               the transaction contemplated hereby or seeking damages from any party with
               respect thereto. 


               



16 













	12.2 	Conditions
 to  Obligations  of  MACH  ONE.  The  obligations  of  MACH  ONE  to  consummate  the
                  transactions  contemplated  herein are subject to satisfaction (or
waiver by it) of the following                   conditions: 






          	 	(a) 	
               Each CERES Shareholder acquiring Exchange Securities will be required, at
               Closing, to submit an agreement confirming that all the Exchange Securities
               received will be acquired for investment and not with a view to, or for sale in
               connection with, any distribution thereof, and agreeing not to transfer any of
               the Exchange Securities for a period of six months from the date of the Closing,
               except for those transfers falling within the exemption from registration under
               the Securities Act of 1933 and any applicable state securities laws, which
               transfers do not constitute a public distribution of securities, and in which
               the transferees execute an investment letter in form and substance satisfactory
               to counsel for MACH ONE. The foregoing provision shall not prohibit the
               registration of those shares at any time following the Closing. Each CERES
               Shareholder acquiring Exchange Securities will be required to transfer to MACH
               ONE at the Closing his/her respective CERES Shares, free and clear of all liens,
               mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed. 


               



          	 	(b) 	
               All schedules and financial statements, prepared by CERES and its accountants
               shall be current or updated as necessary as of the Closing Date. 


               



          	 	(c) 	
               If shareholders, who in the aggregate own ten percent (10%) or more of the CERES
               shares of Common Stock, dissent from the proposed share exchange, or are unable
               or for any reason refuse to transfer any or all of their CERES shares of Common
               Stock to MACH ONE in accordance with Section 1 of this Agreement, MACH ONE, at
               its option, may terminate this Agreement. 


               



          	 	(d) 	
               Each party shall have satisfied itself that since the date of this Agreement the
               business of the other party has been conducted in the ordinary course. In
               addition, each party shall have satisfied itself that no withdrawals of cash or
               other assets have been made and no indebtedness has been incurred since the date
               of this Agreement, except in the ordinary course of business or with respect to
               services rendered or expenses incurred in connection with the Closing of this
               Agreement, unless said withdrawals or indebtedness were either authorized by the
               terms of this Agreement or subsequently consented to in writing by the parties. 


               



          	 	(e) 	
               Each party covenants that, to the best of its knowledge, it has complied in all
               material respects with all applicable laws, orders and regulations of federal,
               state, municipal and/or other governments and/or any instrumentality thereof,
               domestic or foreign, applicable to their assets, to the business conducted by
               them and to the transactions contemplated by this Agreement. 


               



	12.3 	Conditions
to Obligation of CERES and the CERES Shareholders. The obligations of CERES and the
CERES Shareholders listed in Exhibit A to consummate the transactions contemplated herein
are subject to satisfaction (or waiver by them) of the following conditions:  






          	 	(a) 	
               MACH ONE shall have provided to CERES through September 30, 2008, all audited
               and unaudited financial statements prepared in accordance with generally
               accepted accounting principles by independent accountants of MACH ONE. MACH ONE
               shall also provide, as of a date within thirty days of Closing, an update on any
               material change in the aforementioned financial statements. 


               



17 













          	 	(b) 	
               Each party shall have granted to the other party (acting through its management
               personnel, counsel, accountants or other representatives designated by it) full
               opportunity to examine its books and records, properties, plants and equipment,
               proprietary rights and other instruments, rights and papers of all kinds in
               accordance with Sections 5 and 6 hereof, and each party shall be satisfied to
               proceed with the transactions contemplated by this Agreement upon completion of
               such examination and investigation. 


               



          	 	(c) 	
               The Exchange Transaction shall be approved by the shareholders of MACH ONE, if
               deemed necessary or appropriate by counsel of MACH ONE, within thirty (30) days
               following execution of this Agreement. If such a shareholder meeting is deemed
               necessary, the management of MACH ONE agrees to recommend approval to its
               shareholders and to solicit proxies in support of the same. Any proxy material
               to be provided to the MACH ONE Shareholders shall be prepared and filed with the
               SEC as required by their SEC proxy Rules and Regulations. 


               



          	 	(d) 	
               MACH ONE and CERES shall agree to indemnify each other against any liability to
               any broker or finder to which that party may become obligated. 


               



          	 	(e) 	
               The Exchange Transaction shall be approved by the Board of Directors of both
               CERES and MACH One. Furthermore, the Exchange Transaction shall be approved by
               the shareholders of CERES, if deemed necessary or appropriate by counsel for the
               same, within thirty (30) days following execution of this Agreement. If such a
               shareholder meeting is deemed necessary, the management of CERES and MACH ONE
               agree to recommend approval to their respective Shareholders and to solicit
               proxies in support of the same. 


               



          	 	(f) 	
               MACH ONE and CERES and their respective legal counsel shall have received copies
               of all such certificates and other documents and instruments as each party or
               its legal counsel may reasonably request pursuant to this Agreement or otherwise
               in connection with the consummation of the transactions contemplated hereby, and
               all such certificates, opinions and other documents and instruments received by
               each party shall be reasonably satisfactory, in form and substance, to each
               party and its legal counsel. 


               



          	 	(g) 	
               Both CERES and MACH ONE shall have the right to waive any or all of the
               conditions precedent to its obligations hereunder not otherwise legally
               required; provided, however, that no waiver by a party of any condition
               precedent to its obligations hereunder shall constitute a waiver by such party
               of any other condition. 


               



          	 	(h) 	
               MACH ONE shall have obtained all necessary Blue Sky approvals or exemptions for
               the issuance of the Exchange Securities the required prior to the Closing Date. 


               



          	 	(i) 	
               CERES and the CERES Shareholders shall have received from their accountants an
               opinion that the Exchange Transaction meets the requirements of a reorganization
               within the meaning of Section 368 of the Internal Revenue Code of 1986, as
               amended. 


               



18 













Section 13 
Termination,
Amendment, Waiver 



	13.1	This
Agreement may be terminated at any time prior to the Closing, and the contemplated
transactions abandoned, without liability to either party, except with respect to the
obligations of MACH ONE, CERES and those CERES Shareholders listed in Exhibit A under
Section 10.4 hereof:  






          	 	(a) 	
               By mutual agreement of MACH ONE and CERES; 


               



          	 	(b) 	
               If the Closing (as defined in Section 4) has not taken place within
               forty-five (45) days from the date of this Agreement, this Agreement can be
               terminated upon written notice given by MACH ONE or CERES which is not in
               material default; 


               



          	 	(c) 	
               By MACH ONE, if in its reasonable belief there has been a material
               misrepresentation or breach of warranty on the part of any Shareholder listed in
               Exhibit A in the representations and warranties set forth in the Agreement. 


               



          	 	(d) 	
               By CERES or a majority of those Shareholders listed in Exhibit A (as
               measured by their equity interest) if, in the reasonable belief of CERES or any
               such Shareholders, there has been a material misrepresentation or breach of
               warranty on the part of MACH ONE in the representations and warranties set forth
               in the Agreement; 


               



          	 	(e) 	
               By MACH ONE if, in its opinion or that of its counsel, the Exchange Transaction
               does not qualify for exemption from registration under applicable federal and
               state securities laws, or qualification, if obtainable, cannot be accomplished
               in MACH ONE’s opinion or that of its counsel, without unreasonable expense
               or effort; 


               



          	 	(f) 	
               By MACH ONE or by a majority of those Shareholders listed in Exhibit A (as
               measured by their equity interest) if either party shall determine in its sole
               discretion that the Exchange Transaction has become inadvisable or impracticable
               by reason of the institution or threat by state, local or federal governmental
               authorities or by any other person of material litigation or proceedings against
               any party [it being understood and agreed that a written request by a
               governmental authority for information with respect to the Exchange Transaction,
               which information could be used in connection with such litigation or
               proceedings, may be deemed to be a threat of material litigation or proceedings
               regardless of whether such request is received before or after the signing of
               this Agreement]; 


               



          	 	(g) 	
               By MACH ONE if the business or assets or financial condition of CERES, taken as
               a whole, have been materially and adversely affected, whether by the institution
               of litigation or by reason of changes or developments or in operations in the
               ordinary course of business or otherwise; or, by a majority of those
               Shareholders listed in Exhibit A (as measured by their equity interest) if
               the business or assets or financial condition of MACH ONE, taken as a whole,
               have been materially and adversely affected, whether by the institution of
               litigation or by reason of changes or developments or in operations in the
               ordinary course of business or otherwise; 


               



19 













          	 	(h) 	
               By MACH ONE if holders of ten percent (10%) or more of the CERES Shares fail to
               tender their stock at the Closing of the Exchange Transaction; 


               



          	 	(i) 	
               By MACH ONE or CERES if, in the opinion of MACH ONE’s independent
               accountants, it should appear that the combined entity will not be auditable to
               SEC accountant’s standards; 


               



          	 	(j) 	
               By CERES if MACH ONE fails to perform material conditions set forth in
               Sub-Section 12.1 and 12.3 herein; 


               



          	 	(k) 	
               By CERES if examination of MACH ONE’s books and records pursuant to
               Section 7 herein uncovers a material deficiency; 


               



          	 	(l) 	
               By MACH ONE if CERES fails to perform material conditions set forth in Section
               10.5 and Sub-Section 13.1 and 13.2 herein; and 


               



          	 	(m) 	
               By MACH ONE if examination of CERES’ books and records pursuant to
               Section 7 herein uncovers a material deficiency. 


               



          	 	(n) 	
               By CERES if by determination of tax advisors the transaction will not qualify as
               non-taxable. 


               



	13.2	No
modification or amendment of any provision of this Agreement shall be effective unless
specifically made in writing and duly signed by the party to be bound.  






Section 14 
Miscellaneous 



	14.1	Entire
Agreement. This Agreement (including the Exhibits and Schedules hereto) contains the
entire agreement between the parties with respect to the transactions contemplated
hereby, and supersedes all negotiations, representations, warranties, commitments,
offers, contracts, and writings prior to the date hereof. No waiver and no modification
or amendment of any provision of this Agreement shall be effective unless specifically
made in writing and duly signed by the party to be bound thereby.  






	14.2 	Binding
Agreement.  






          	 	(a) 	
               This Agreement shall become binding upon the parties when, but only when, it
               shall have been signed on behalf of all parties. 


               



          	 	(b) 	
               Subject to the condition stated in subsection (a), above, this Agreement
               shall be binding upon, and inure to the benefit of, the respective parties and
               their legal representatives, successors and assigns. This Agreement, in all of
               its particulars, shall be enforceable by the means set forth in
               subsection 14.9 for the recovery of damages or by way of specific
               performance and the terms and conditions of this Agreement shall remain in full
               force and effect subsequent to Closing and shall not be deemed to be merged into
               any documents conveyed and delivered at the time of Closing. In the event that
               subsection 14.9 is found to be unenforceable as to any party for any reason
               or is not invoked by any party, and any person is required to initiate any
               action at law or in equity for the enforcement of this Agreement, the prevailing
               party in such litigation shall be entitled to recover from the party determined
               to be in default, all of its reasonable costs incurred in said litigation,
               including attorneys’ fees. 


               



20 













	14.3	Shareholders
Owning at Least Ten Percent (10%) of the Outstanding Common Stock of CERES. The
Shareholders owning at least 10% of the outstanding common stock of CERES (see Exhibit A
hereto) are only executing this Agreement with respect to Sections 4.4, 5, 8, 10.4,
11, 12.1 and 12.3, 13.1(d and f), 14.2, 14.3, 14.4, 14.8, 14.9 and 14.10.  






	14.4	Counterparts.
This Agreement may be signed in counterparts by facsimile, which shall be deemed the same
as an original signature and may be used for all purposes as if it were an original, and
when said counterparts have been exchanged between the parties, they shall be of full
force and effect.  






	14.5	Severability.
If any provisions hereof are to be held invalid or unenforceable by any court of
competent jurisdiction or as a result of future legislative action, such holding or
action shall be strictly construed and shall not affect the validity or effect or any
other provision hereof.  






	14.6	Assignability.
This Agreement shall be binding upon and inure to the benefit of the successors and
assigns of the parties hereto; provided that neither this Agreement nor any right
hereunder shall be assignable by CERES or MACH ONE without prior written consent of the
other party.  






	14.7	Captions.
The captions of the various Sections of this Agreement have been inserted only for
convenience of reference and shall not be deemed to modify, explain, enlarge or restrict
any of the provisions of this Agreement.  






	14.8 	Governing
Law. The validity, interpretation and effect of this Agreement shall be governed
exclusively by the laws of the State of Wisconsin.  






	14.9	Jurisdiction
and Venue. Each party hereto irrevocably consents to the jurisdiction and venue of
the state or federal courts located in Ozaukee County, State of Wisconsin, in connection
with any action, suit, proceeding or claim to enforce the provisions of this Agreement,
to recover damages for breach of or default under this Agreement, or otherwise arising
under or by reason of this Agreement.  






	14.10	Arbitration. Any
dispute between the parties relating in any way to this Agreement or any of its terms and
provisions shall be submitted to binding arbitration before a single arbitrator in
Ozaukee County, Wisconsin, before Judicial Arbitration and Mediation Services (“JAMS”)
and the prevailing party in such arbitration shall have the right to have any award made
by arbitrators confirmed by a court of competent jurisdiction. The provisions of the
Wisconsin Code of Civil Procedure, authorizing and taking of depositions and obtaining
discovery are incorporated herein by this reference and shall be applicable to any such
arbitration. Any such arbitration shall be conducted in an expeditious manner. Any such
arbitration shall be governed by the JAMS complex arbitration rules and the JAMS optional
arbitration appeal procedure. The prevailing party may recover costs and reasonable
attorney’s fees.  






21 













	14.11 	Notices.
Any notice required or permitted to be given under this Agreement shall be delivered (a)
by hand, (b) by registered or certified mail, postage prepaid, return receipt requested,
to the address of the other party first set forth above, or to such other address as a
party may designate by written notice in accordance with this Section 14.11, (c) by
overnight courier, or (d) by fax with confirming letter mailed under the conditions
described in (b) above. Notice so given shall be deemed effective when received, or if
not received by reason of fault of addressee, when delivered.  







	 	
To
CERES:  






	 	
Brittin
Eustis, President and Chief Executive Officer                           
 Ceres Organic
Harvest, Inc.                            
1295 Bandana Blvd., N#240
                           
St. Paul, MN 55108                            
Fax (651)
366-6905                               
Email: beustis@ceresorganic.com 






	 	
With
a Copy to:  






	 	
Richard
P. Keller, Esq.                            
Keller & Lokken                            
332
Minnesota Street, Ste. W-1390                            
St. Paul, MN 55101
                           
Fax (651) 292-8912                                     
Email:
rpkeller@kellaw.com 







	 	
To
MACH ONE:  






	 	
Monte
B. Tobin, Chief Executive Officer                            
Mach One Corporation
                           
6430 Congress Drive                            
West Bend, WI
53095                            
Fax (262) 675-0629                            
Email:
MonteB@charter.net 






	 	
With
a Copy to:  






	 	
William
B. Barnett, Esq.                            
Law Offices of William B. Barnett

                           21550 Oxnard Street, Suite 200

                           Woodland Hills, California 91367

                           Fax (818) 999-2269                            
Email:
wbarnett@wbarnettlaw.com 






	 	
Any
party may from time to time change its address for the purpose of notices to that party by
a similar notice specifying a new address, but no such change shall be deemed to have been
given until it is actually received by the respective party hereto. 






22 













All notices and other communications
required or permitted under this Agreement, which are addressed as provided in this
Section 14.11, if delivered personally or by fax, shall be effective upon delivery;
and, if delivered by mail, shall be effective three days following deposit in the United
States mail, postage prepaid.  



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above. 






















		
		MACH ONE CORPORATION





By: __________________________________

     Monte B. Tobin, Chief Executive Officer





CERES ORGANIC HARVEST, INC.





By: ___________________________________

     Brittin Eustis, President & CEO 













23 













Exhibit List 



	Exhibit A: 	Ten
Percent Shareholders of Ceres Organic Harvest, Inc. 






	Exhibit B:	
Certificate of Designation of Mach One Corporation  






	Exhibit C: 	Consent
of Board of Directors of Ceres Organic Harvest, Inc. 






	Exhibit D: 	Consent
of Board of Directors of Mach One Corporation 







Schedule List 



	Schedule 5.1(a): 	Organization
and Good Standing - Ceres Organic Harvest, Inc. 






	Schedule 5.1(b): 	Common
Stock, Options and Warrants Outstanding - Ceres Organic Harvest, Inc. 






	Schedule 5.1(c): 	Subsidiaries
- Ceres Organic Harvest, Inc. 






	Schedule 5.1(e): 	Absence
of Undisclosed Liabilities - Ceres Organic Harvest, Inc. 






	Schedule 5.1(f): 	Litigation
Involving Ceres Organic Harvest, Inc. 






	Schedule 5.1(h): 	Absence
of Certain Changes - Ceres Organic Harvest, Inc. 






	Schedule 5.1(i): 	Employee
Benefit Plans - Ceres Organic Harvest, Inc. 






	Schedule 5.1(j): 	Asset
Ownership Exceptions - Ceres Organic Harvest, Inc. 






	Schedule 5.1(k): 	Tax
Matters - Ceres Organic Harvest, Inc. 






	Schedule 5.1(l): 	Operating
Permits/Licenses - Ceres Organic Harvest, Inc. 






	Schedule 5.1(m): 	Continuation
of Key Management - Ceres Organic Harvest, Inc. 






	Schedule 5.1(o): 	Contracts
- Ceres Organic Harvest, Inc. 






	Schedule 6.1(b): 	Common
Stock, Options and Warrants Outstanding – Mach One Corporation  






	Schedule 6.1(e): 	Subsidiaries
– Mach One Corporation  






	Schedule 6.1(h): 	Absence
of Certain Changes – Mach One Corporation  






	Schedule 6.1(i) 	Absence
of Undisclosed Liabilities – Mach One Corporation  






	Schedule 6.1(j): 	Litigation
– Mach One Corporation  






	Schedule 6.1(k) 	Contracts
– Mack One Corporation  






	Schedule 6.1(l): 	Tax
Matters – Mach One Corporation,  






24 













EXHIBIT A 



Ten Percent
Shareholders of Ceres Organic Harvest, Inc. 





	Shareholder
		Number

of Shares
		Percentage
	
			
	Brittin Eustis	 	 	 	6,000	 	 	60%	 
	Casey Adams	 	 	 	1,500	 	 	15%	 
	Ceres Legacy Trust	 	 	 	1,200	 	 	12%	 

















25