ASSET
PURCHASE, TECHNOLOGY TRANSFER AND

      LICENCE
AGREEMENT

      


    

    BETWEEN


     

    PROVIANT
TECHNOLOGIES, INC.

     

    AND

     

    SPORTS
SUPPLEMENT ACQUISITION GROUP INC.


     

    
      December
10, 2008

       

        
          

        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ASSET PURCHASE, TECHNOLOGY
TRANSFER AND LICENCE AGREEMENT

     

    THIS AGREEMENT made the
10th
day of December, 2008,

     

    BETWEEN:

     

    PROVIANT TECHNOLOGIES,
INC.,

    a
corporation incorporated under the laws of Illinois,

     

    (hereinafter
referred to as the “Seller”),

     

    - and
-

     

    SPORTS SUPPLEMENT ACQUISITION GROUP
INC.,

    a
corporation incorporated under the laws of Delaware,

     

    (hereinafter
referred to as “Purchaser”).

     

    THIS
AGREEMENT WITNESSES THAT in consideration of the respective covenants,
agreements, representations, warranties and indemnities of the parties herein
contained and for other good and valuable consideration (the receipt and
sufficiency of which are acknowledged by each party), the parties agree as
follows:

     

    SECTION
1

    INTERPRETATION

     

    
      	
              1.1

            	
              Definitions

            


    

     

    For the
purposes of this Agreement, unless the context otherwise requires, the following
terms shall have the respective meanings set out below and grammatical
variations of such terms shall have corresponding meanings:

     

    “Affiliate” means, with respect
to any Person, any other Person Controlling, Controlled by, or under common
Control with, such Person.

     

    “Applicable Laws” means all
laws, statutes, ordinances, regulations, rules, by-laws, judgments, decrees or
orders of any Authority having jurisdiction over the Seller or over any part of
the Purchased Assets, including without limitation, the Employment
Legislation.

     

     “Assumed Liabilities” has the
meaning set out in subsection 3.6.

     

    “Authority” means any
governmental or regulatory authority, department, body or agency or any court,
tribunal, bureau, commission, arbitrator or arbitration board or other similar
body, whether federal, state, state or municipal.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    “Books and Records” means all
books and records relating to the Purchased Assets (other than books and records
required to be retained by the Seller, copies of which will be made available to
the Purchaser).

     

    “Business Day” means any day,
other than a Saturday or a Sunday, or a statutory public holiday in the State of
Illinois.

     

    “Purchaser Shares” has the
meaning set out in subsection 3.2.

     

     “Cash Payment” means all
payments made by the Purchaser pursuant to subsections 3.2(i) and
3.2(ii).

     

    “Claim” has the meaning set out
in subsection 10.3.

     

     “Closing Date” means December
10, 2008, or such other date as the Seller and the Purchaser may mutually
determine.

     

    “Commission” means the
Securities and Exchange Commission.

     

    “Common Stock” means the common
stock, par value $0.001 per share, of the Purchaser.

     

     “Contracts” means any
agreement, indenture, contract, lease, deed of trust, licence, option,
instrument, orders or other commitment, whether written or oral.

     

     “Control” and its derivatives
mean, with regard to any Person, the legal, beneficial or equitable ownership,
directly or indirectly, of more than 50% of the capital stock (or other
ownership interests, if not a corporation) of such Person ordinarily having
voting or equivalent rights.

     

    “Derivative Works” means any
work of authorship that is based, in whole or in part, upon any pre-existing
works, such as a revision, modification, translation, abridgement, condensation,
expansion or any other form in which such pre-existing works may be recast,
transformed or adopted and which, if prepared without authorization of the owner
of the copyright in such pre-existing work, would constitute an infringement of
copyright in that work.

     

    “Direct Claim” has the meaning
set out in Section 10.3.

     

     “Employment Legislation” means
any applicable Federal or state employment legislation.

     

    “Encumbrance” means any
encumbrance, lien, charge, hypothec, pledge, mortgage, title retention
agreement, security interest of any nature, adverse claim, exception,
reservation, easement, right of occupation, any matter capable of registration
against title, option, right of pre-emption, privilege or any contract to create
any of the foregoing.

     

     “Indemnified Party” has the
meaning set out in subsection 10.3.

     

    “Indemnifying Party” has the
meaning set out in subsection 10.3.


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    “Intellectual Property” means
all industrial or intellectual property in any jurisdiction, including: (a)
trademarks, service marks, trade names, brand names, domain names and other
identifying names or marks; (b) patents and patent rights; (c) registered and
unregistered industrial designs; (d) trade secrets and other confidential or
non-public business information, including ideas, formulae, compositions,
inventor's notes, discoveries and improvements, know-how, business processes and
techniques, manufacturing and production processes and techniques, and research
and development information (whether or not patentable), invention disclosures,
unpatented blueprints, drawings, specifications, designs, plans, proposals and
technical data, business and marketing plans and supplier lists and information;
(e) writings and other copyrightable works of authorship, including computer
programs, data bases, business processes and documentation therefore, and all
copyrights to any of the foregoing; (f) moral rights and waivers thereof; (g)
internet protocol addresses and all other network addresses; (h) registrations
of, and applications to register, any of the foregoing with any government
authority and any renewals or extensions thereof; and (j) any claims or causes
of action arising out of or related to any infringement or misappropriation of
any of the foregoing.

     

     “knowledge of the Seller” and any equivalent
expressions means the knowledge of the officers of the Seller involved with the
business conducted with the Purchased Assets who would reasonably be expected to
have knowledge of the subject matter at hand, after due inquiry.

     

     “Licensed Intellectual
Property” means, collectively, the Licensed Patents and the Licensed
Trademarks and the domain names listed in Schedule 2.2(c).

     

     “Licensed Patents” means the
patent applications described in Schedule 2.2(a).

     

     “Licensed Trademarks” means the
trademark applications described in Schedule 2.2(b) and 2.2(c).

     

    “Losses”, in respect of any
matter, means all claims, demands, proceedings, losses, damages, liabilities,
deficiencies, costs and expenses (including, without limitation, all legal and
other professional fees and disbursements, interest, penalties and amounts paid
in settlement) arising directly as a consequence of such matter.

     

    “Manufacturing Agreement”
means the Manufacturing Agreement, dated as the Closing Date, between the
Purchaser and the Seller, in the form attached as Exhibit C attached
hereto.

     

    “Non-Compete Agreement” means
the Non-Compete Agreement, dated as the Closing Date, between the Purchaser and
the Seller, in the form attached as Exhibit D attached hereto.

     

     “Notes” has the meaning set out
in subsection 3.2.

     

     “Permits” has the meaning set
out in subsection 4.1.

     

     “Person” means an individual,
corporation, partnership, joint venture, association, trust, pension fund,
union, Authority or other entity.


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


     “Products” means (a) the
following product formulas currently offered by Seller: 6-OXO Extreme, ClearShot
and AMP 2; and (b) the following products comprised of a single chemical
compound or ingredient currently offered by Seller: 6-OXO, 11-OXO, 1-AD and
Geranamine, but does not include other products marketed by the Seller or any
third party which include such chemical compounds or ingredients and other
active ingredients that make such other products distinctively different from
the acquired Products.

     

     “Purchase Price” has the
meaning set out in subsection 3.1.

     

    “Purchased Assets” has the
meaning set out in subsection 2.1.

     

     “Right of First Refusal
Agreement” means the Right of First Refusal Agreement, dated as the
Closing Date, between the Purchaser and the Seller, in the form attached as
Exhibit E attached hereto.

     

    “Securities Act” means the
United States Securities Act of 1933, as amended.

     

    “Service Agreement” means the
Service Agreement, dated as the Closing Date, between the Purchaser and the
Seller, in the form attached as Exhibit F attached hereto.

     

     “Time of Closing” means 11:00
a.m. (local time) on the Closing Date, or such other time on the Closing Date as
the Seller and the Purchaser may mutually determine.

     

    “Third Party Claim” has the
meaning set out in subsection 10.3.

     

     “Transaction Agreements” means,
collectively, this Agreement, the Note, the Warrant Agreement, the Service
Agreement, the Manufacturing Agreement, the Non-Compete Agreement, the Voting
Agreement and the Right of First Refusal Agreement.

     

     “Transferred Know-How” means
all of the trade secrets, know-how, confidential information and other
intangible property and Intellectual Property rights owned by the Seller which
are used by the Seller as of the date hereof exclusively in connection with and
required for the operation of the Purchased Assets, other than Licensed Patents
and Licensed Trademarks.

     

    “Voting Agreement” means the
Voting Agreement, dated as the Closing Date, among the Purchaser, the Seller and
James Klein, in the form attached as Exhibit G attached hereto.

     

     “Warrant Agreement”
means the Warrant Agreement, dated as of the Closing Date, between the Purchaser
and the Seller, in the form attached as Exhibit H hereto.

     

    
      	
              1.2

            	
              Currency

            


    

     

    Unless
otherwise indicated, all dollar amounts in this Agreement are expressed in
United States funds.


    
      
         


      

      
        - 4
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              1.3

            	
              Sections and
      Headings

            


    

     

    The
division of this Agreement into sections and the insertion of headings are for
convenience of reference only and shall not affect the interpretation of this
Agreement. Unless otherwise indicated, any reference in this Agreement to a
Section or Schedule refers to the specified Section of or Schedule to this
Agreement and any reference in this Agreement to a Section shall include a
subsection of such Section, as applicable.

     

    
      	
              1.4

            	
              Number and
      Gender

            


    

     

    In this
Agreement, words importing the singular number only shall include the plural and
vice versa and words importing gender shall include all genders.

     

    
      	
              1.5

            	
              Entire
      Agreement

            


    

     

    This
Agreement and the Transaction Documents constitute the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements, understandings, negotiations and discussions, whether written or
oral.  There are no conditions, covenants, agreements,
representations, warranties or other provisions, express or implied, collateral,
statutory or otherwise, relating to the subject matter hereof except as herein
provided.

     

    
      	
              1.6

            	
              Time of
      Essence

            


    

     

    Time
shall be of the essence in this Agreement.

     

    
      	
              1.7

            	
              Applicable
      Law

            


    

     

    This
Agreement shall be construed, interpreted and enforced in accordance with, and
the respective rights and obligations of the parties shall be governed by, the
laws of the State of Illinois and the federal laws of the United States
applicable therein and each party irrevocably attorns to the exclusive
jurisdiction of the courts of such State and the federal courts located therein
and all courts competent to hear appeals therefrom.

     

    
      	
              1.8

            	
              Severability

            


    

     

    If any
provision of this Agreement is determined by a court of competent jurisdiction
to be invalid, illegal or unenforceable in any respect, such determination shall
not impair or affect the validity, legality or enforceability of the remaining
provisions hereof, and each provision is hereby declared to be separate,
severable and distinct.

     

    
      	
              1.9

            	
              Successors and
      Assigns

            


    

     

    This
Agreement shall ensure to the benefit of and shall be binding on and enforceable
by the parties and, where the context so permits, their respective successors
and permitted assigns.  Neither party may assign any of its rights or
obligations hereunder without the prior written consent of the other
party.

     

    
      	
              1.10

            	
              Amendment and
      Waivers

            


    

     

    No
amendment or waiver of any provision of this Agreement shall be binding on
either party unless consented to in writing by such party.  No waiver
of any provision of this Agreement shall constitute a waiver of any other
provision, nor shall any waiver constitute a continuing waiver unless otherwise
provided.


    
      
         


      

      
        - 5
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              1.11

            	
              Schedules

            


    

     

    The
Schedules are attached to and form part of this Agreement.  Where no
Schedule as referred to following is attached, the Schedule shall be deemed to
be attached and shall be interpreted as “Nil.”

     

    SECTION
2

    PURCHASE
AND SALE OF PURCHASED ASSETS AND SUBSCRIPTION

     

    
      	
              2.1

            	
              Transfer of Purchased
      Assets

            


    

     

    Subject
to the applicable provisions of this Agreement, the Seller agrees to sell,
assign and transfer to the Purchaser and the Purchaser agrees to purchase and
assume from the Seller, all right, title, obligations and interest of the Seller
in and to the following property and assets (collectively, the “Purchased
Assets”):

     

    
      	
               
      

            	
              (a)

            	
              Products.  All
      of the Seller's right, title and interest to the
  Products;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Trade Show
      Booth.  The Seller’s right and title to the trade show
      booth; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Transferred
      Know-How.  All of the Seller's right, title and interest
      in and to the Transferred Know-How.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Inventory.  All
      of the Seller’s right, title and interest in Products constituting
      finished goods held for inventory.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Deposits.  All
      of the Seller’s right, title and interest in customer deposits related to
      the Products.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Transferred Trademarks and Web
      Domains.  All of the Seller’s right, title and interest
      in the Trademarks and Web Domains listed  in Schedule
      2.1(f).

            


    

     

    
      	
              2.2

            	
              Licensed Intellectual
      Property

            


    

     

    Subject
to the applicable provisions of this Agreement:

     

    
      	
               
      

            	
              (a)

            	
              Licensed
      Patents.  The Seller hereby agrees to license to the
      Purchaser and the Purchaser hereby agrees to license from the Seller,
      effective as of and from the Closing Date, a non-exclusive, transferable,
      irrevocable, fully-paid, license to make, have made, use, sell, have sold,
      import and distribute the subject matter of the Licensed Patents described
      in Schedule 2.2(a) for a term limited to the term of such License’s
      Patent; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Non-Exclusive Licensed
      Trademarks.  The Seller hereby agrees to license to the
      Purchaser and the Purchaser hereby agrees to license from the Seller,
      effective as of and from the Closing Date, a non-exclusive, transferable
      upon written consent of Seller (which consent shall not be unreasonably
      withheld), irrevocable, fully-paid, license to use the Licensed Trademarks
      described in Schedule 2.2(b); provided, however, Purchaser shall have the
      exclusive right to name a product after the Licensed Trademarks described
      in Schedule 2.2(b) and no other customer of Seller shall be permitted use
      such Licensed Trademarks other than to identify the applicable ingredient
      on its label as being covered by the Licensed Trademark owned by
      Seller.

            


    

     

    
      
         


      

      
        - 6
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    SECTION
3

    PURCHASE
PRICE

     

    
      	
              3.1

            	
              Purchase
      Price

            


    

     

    The
aggregate purchase price (the “Purchase Price”) payable by
the Purchaser for the Purchased Assets (other than Inventory) and the license
hereby granted in the Licensed Intellectual Property shall be equal to the value
of the Purchaser Shares, Notes and warrants subject to the Warrant Agreement
issued in subsection 3.2 hereof and Cash Payment (as defined below), such sum
being the aggregate fair market value of the Purchased Assets and the license of
the Licensed Intellectual Property as at the Time of Closing.

     

    
      	
              3.2

            	
              Satisfaction of
      Purchase Price

            


    

     

    The
Purchase Price shall be payable as follows,

     

    
      	
               
      

            	
              (i)

            	
              Upon
      Closing, the parties shall execute a letter of direction issued to
      Tummelson, Bryan & Knox, LLP authorizing the release to Seller of the
      earnest deposit in the amount of $100,000 (less any bank wire
      fees)  previously deposited therewith by
    Purchaser,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Purchaser hereby agrees to issue and deliver to the Seller at the Time of
      Closing, a wire transfer in the amount of
  $400,000,

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Purchaser hereby agrees to issue and deliver to the Seller, a non-interest
      bearing note (the “Short-Term Note”) in the form of Exhibit A providing
      for the payment from time to time within 75 days of closing of an
      aggregate amount of $1,500,000,

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Purchaser hereby agrees to deliver to the Seller certificates representing
      an aggregate of 400 shares of Purchaser’s common stock (the “Purchaser
      Shares”) registered in the name of the
Seller,

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Purchaser hereby agrees to issue and deliver to the Seller, its notes (the
      “Long-Term Notes,” and, together with the Short-Term Note, the “Notes”) in
      the form of Exhibits B-1, B-2 and B-3 providing for the payment on the
      first, second and third anniversaries of Closing, the amount of $ 666,666,
      $ 666,666 and $ 666,668 respectively plus interest at the rate of 7% per
      annum, and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              the
      Purchaser hereby agrees to issue and deliver to the Seller the Warrant
      Agreement evidencing a
      warrant effective upon the Purchaser’s becoming a public reporting company
      to purchase 2,000,000 shares of the Purchaser’s common stock at an
      exercise price of $0.75 (in each case, after giving effect to the
      contemplated reverse acquisition which has been disclosed to Seller) which
      vests ratably on the first, second and third anniversaries of its
      effective date and which expires on the fifth anniversary thereof.
      

            


    

     

    
      
         


      

      
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              3.3

            	
              Purchase of
      Inventory

            


    

     

    As of the
Closing Date, the Purchaser and Seller shall conduct an inventory of all of
Seller’s manufactured goods related to the purchased Products.  The
Purchaser shall acquire such inventory according to the pricing schedule
attached as Schedule 3.3, to be paid in cash within 60 days of the final
determination of the Inventory.

     

    
      	
              3.4

            	
              Allocation of Purchase
      Price

            


    

     

    The
Seller and the Purchaser agree to negotiate in good faith the allocation of the
Purchase Price among the purchased assets prior to the Closing Date and to
report the purchase and sale of the Purchased Assets and the license hereby
granted in the Licensed Intellectual Property for all federal, state and local
tax purposes in a manner consistent with such allocation.

     

    
      	
              3.5

            	
              Assumed
      Liabilities

            


    

     

    The Purchaser hereby assumes, with
effect as of the Closing Date, those liabilities of the Seller listed in
Schedule 3.5 (the “Assumed
Liabilities”).  The Purchaser shall not assume nor have any
responsibility with respect to any debt or obligation of the Seller except as
specifically listed herein.

     

    SECTION
4

    REPRESENTATIONS
AND WARRANTIES OF THE SELLER

     

    The
Seller represents and warrants to the Purchaser as follows and acknowledges that
the Purchaser is relying on such representations and warranties in connection
with its purchase of the Purchased Assets and the license hereby granted in the
Licensed Intellectual Property:

     

    
      	
              4.1

            	
              Organization

            


    

     

    The
Seller is a corporation existing under the laws of Illinois and has the
corporate power to own the Purchased Assets and to enter into this Agreement and
to perform its obligations hereunder.

     

    
      	
              4.2

            	
              Authorization

            


    

     

    This
Agreement has been duly authorized, executed and delivered by the Seller and is
a legal, valid and binding obligation of the Seller, enforceable against the
Seller by the Purchaser in accordance with its terms, except as enforcement may
be limited by bankruptcy, insolvency and other laws affecting the rights of
creditors generally and except that equitable remedies may be granted only in
the discretion of a court of competent jurisdiction.

     

    
      	
              4.3

            	
              No Other Agreements to
      Purchase

            


    

     

    No person
other than the Purchaser has any written or oral agreement or option or any
right or privilege (whether by law, pre-emptive or contractual) capable of
becoming an agreement or option for the purchase or acquisition from the Seller
of any of the Purchased Assets.


    
      
         


      

      
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              4.4

            	
              No
      Violation

            


    

     

    The
execution and delivery of this Agreement by the Seller and the consummation of
the transactions herein provided for will not result in:

     

    
      	
               
      

            	
              (a)

            	
              except
      for the requirement to give the required notices and to obtain the
      required consents described in Schedules 4.7(a) and 4.7(b), the material
      breach or violation of any of the provisions of, or constitute a material
      default under, or materially conflict with or cause the acceleration of
      any obligation of the Seller under:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Contract to which the Seller is a party or by which it or its properties
      are bound;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      provision of the organizational documents or by-laws or resolutions of the
      board of directors (or any committee thereof) or shareholder of the
      Seller;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      judgment, decree, order or award of any court, governmental body or
      arbitrator having jurisdiction over the
Seller;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      Permit; or

            


    

     

    
      	
               
      

            	
              (v)

            	
              any
      Applicable Law; nor

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      creation or imposition of any Encumbrance on any of the Purchased
      Assets.

            


    

     

    
      	
              4.5

            	
              Title

            


    

     

    The
Purchased Assets are owned beneficially by the Seller with good title thereto,
and at Closing will be transferred to the Purchaser free and clear of all
Encumbrances.

     

    
      	
              4.6

            	
              Compliance with Laws;
      Permits

            


    

     

    The
Seller has complied in all material respects with all Applicable Laws applicable
to the Purchased Assets.  Schedule 4.6 sets out a complete and
accurate list of all permits issued by Authorities, licenses, approvals,
consents, registrations, certificates and other authorizations (collectively,
the “Permits”) held by
or granted to the Seller which are material to the Purchased Assets, and there
are no other material Permits necessary for the Purchaser to use the Purchased
Assets as currently used by the Seller, or for the Seller to own or lease the
Purchased Assets in compliance with Applicable Law.  All such Permits
are valid, subsisting and in good standing and the Seller is not in material
default or breach of any Permit and, to the knowledge of the Seller, no
proceeding is pending or threatened to revoke or limit any
Permits.  The Seller has provided a true and complete copy of each
Permit listed in Schedule 4.6 and all amendments thereto to the
Purchaser.

     

    
      	
              4.7

            	
              Consents and
      Approvals

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as described in Schedule 4.7(a), there is no requirement to make any
      filing with or give any notice to any Authority, or obtain any Permit as a
      condition to the lawful consummation of the transactions contemplated by
      this Agreement other than those which relate solely to the identity of the
      Purchaser or the nature of any business carried on by the
      Purchaser.

            


    

     

    
      
         


      

      
        - 9
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              (b)

            	
              There
      is no requirement under any Contract to which the Seller is a party or by
      which it or its properties are bound to give any notice to, or to obtain
      the consent or approval of, any party to such agreement, instrument or
      commitment relating to the consummation of the transactions contemplated
      by this Agreement, except for the notifications, consents and approvals
      described in Schedule 4.7(b).

            


    

     

    
      	
              4.8

            	
              Litigation

            


    

     

    Except as
described in Schedule 4.8, there are no actions, suits, proceedings, audits,
investigations or complaints (whether or not purportedly on behalf of the
Seller) pending or, to the knowledge of the Seller, threatened, at law or in
equity or before or by any Authority against the Seller, which could affect the
Purchased Assets or result in an Encumbrance upon any of the Purchased
Assets.

     

    
      	
              4.9

            	
              Intellectual
      Property

            


    

     

    
      	
               
      

            	
              (a)

            	
              Intellectual
      Property.  All patents, patent applications and software
      owned by the Seller and required for the use of the Purchased Assets (as
      such business has been operated by the Seller prior to the date of this
      Agreement) are listed in Schedule
4.9(a).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Title.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Other
      than the third party licensees of the Licensed Intellectual Property
      listed in Schedule 4.10(b)(i), the Seller owns all right, title and
      interest in and to each item of the Licensed Patents and, to the knowledge
      of the Seller, the Transferred Know-How, free and clear of all
      Encumbrances and any co-ownership interests, and the Seller has not
      authorized any Person to use, or granted any option to acquire any rights
      to, or licences to use, or sold, assigned or otherwise transferred, any of
      the Licensed Intellectual Property.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Other
      than the third party licensees of the Licensed Patents listed in Schedule
      4.10(b)(i) and, no notice from any other Person has been received by the
      Seller that any Person has any right, title or interest in or to or right
      to use any of the Licensed Patents or Transferred
  Know-How.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              The
      Seller has the right to grant the licences hereby granted to each item of
      the Licensed Patents.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Validity.

            


    

     

    
      	
               
      

            	
              (i)

            	
              To
      the knowledge of the Seller, the Licensed Intellectual Property and
      Transferred Know-How have not been used or enforced, or failed to be used
      or enforced by the Seller, in a manner that would result in the
      non-renewal, abandonment, cancellation or unenforceability of any of the
      Transferred Know-How or the Licensed Intellectual
  Property.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              To
      the knowledge of the Seller, all of the Transferred Know-How and the
      Licensed Intellectual Property is in full force and
  effect.

            


    

     

    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              The
      Seller has renewed or made applications for renewal within the applicable
      renewal periods for all registered Licensed Intellectual
      Property.  The Seller has not received written notice that any
      application for registration or issuance of any Licensed Intellectual
      Property by or for the benefit of the Seller has been
      rejected.  The Seller has not received written notice that any
      Person has challenged the validity of or opposed the registration of any
      of the Licensed Patents.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Claims Against
      Validity.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Seller has not received any written notice of any adverse claim or
      litigation and is not party to any litigation challenging the validity,
      ownership or enforceability of any of the Licensed Intellectual Property,
      or the Seller's right to use, assign or license (as applicable) the
      Licensed Intellectual Property.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              To
      the knowledge of the Seller, there are no facts which cast doubt on the
      validity or enforceability of any of the Seller's rights in the Licensed
      Intellectual Property other than usual doubts related to the possibility
      that an examiner or a Person opposed in interest may seek, as may occur in
      the ordinary course of the prosecution or enforcement of Intellectual
      Property rights, to narrow, disallow or challenge the validity or the
      scope of protection sought or obtained by the Seller in such Intellectual
      Property.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Non-Infringement.

            


    

     

    
      	
               
      

            	
              (i)

            	
              To
      the knowledge of the Seller, the use of the Licensed Intellectual Property
      does not infringe upon or breach any rights in the Intellectual Property
      of any other Person.  As of the date hereof, the use of the
      Licensed Intellectual Property does not require the payment (other than as
      may be required in connection with the use of any commercial software
      which may be required for the use of the Licensed Intellectual Property)
      of any royalty, fee or other payment or the conferral of any other benefit
      on another Person.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Seller has not received any written notice of any adverse claim,
      litigation or assertion of infringement and the Seller is not a party to
      any litigation alleging that the use of the Purchased Assets, as now
      carried on infringes upon or breaches any rights in the Intellectual
      Property of any other Person.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              To
      the knowledge of the Seller, there is no unauthorized use, infringement or
      misappropriation of any Licensed Intellectual Property by any
      Person.  The Seller has not covenanted or agreed with any Person
      not to sue or otherwise enforce any legal rights with respect to any of
      the Licensed Intellectual Property.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Protection of
      Rights.  The Seller has employed commercially reasonable
      measures to protect its rights in the Licensed Intellectual Property and
      to maintain the validity of its Intellectual Property rights
      therein.

            


    

     

    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

     

    
      	
              4.10

            	
              Inventory.

            


    

     

    All of
the finished goods inventory is in good saleable condition and any write downs
in respect of spoiled or obsolete inventory have been taken in accordance with
GAAP.

     

    
      	
              4.11

            	
              Securities
      Representations

            


    

     

    
      	
               
      

            	
              (a)

            	
              Investment
      Intent.    Seller is acquiring the Purchaser
      Shares for its own account and not with a view to any distribution of the
      Purchaser Shares acquired by it, and it has no present arrangement to sell
      any of its Purchaser shares to or through any Person, provided that this
      representation shall not be construed as an undertaking to hold any
      Purchaser Shares for any minimum or other specific term, and the
      shareholders reserve the right to dispose of Purchaser Shares at any time
      in accordance with Applicable Law.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Sophistication.    Seller
      has such experience in business and financial matters that it is capable
      of evaluating the merits and risks of an investment in the Purchaser
      Shares. Each such shareholder acknowledges that an investment in the
      Purchaser Shares is speculative and involves a high degree of
      risk.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Access to
      Information.    The Seller has received or had
      access to all documents, records and other information pertaining to the
      Purchaser that it has requested,  and has been given the
      opportunity to meet or have telephonic discussions with representatives of
      the Purchaser, to ask questions of them, to receive answers concerning the
      terms and conditions of this investment and to obtain information that the
      Purchaser possesses or can acquire without unreasonable effort or expense
      that is necessary to verify the accuracy of the information provided to
      the Seller.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Certification.    At
      the Closing, Seller will provide a certificate confirming these
      representations in form and substance satisfactory to the
      Purchaser.

            


    

     

    SECTION
5

    REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

     

    The
Purchaser represents and warrants to the Seller as follows and acknowledges and
confirms that the Seller is relying on such representations and warranties in
connection with its sale of the Purchased Assets in exchange for the Purchaser
Shares, and other consideration hereunder:

     

    
      	
              5.1

            	
              Organization

            


    

     

    The
Purchaser is existing under the laws of Delaware and has the corporate power to
enter into this Agreement and to perform its obligations hereunder and has the
corporate power to enter into this Agreement and to perform its obligations
hereunder.


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

     

    
      	
              5.2

            	
              Authorization

            


    

     

    This
Agreement has been duly authorized, executed and delivered by the Purchaser and
is a legal, valid and binding obligation of the Purchaser, enforceable against
the Purchaser by the Seller in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency and other laws affecting the rights of
creditors generally and except that equitable remedies may only be granted in
the discretion of a court of competent jurisdiction.  All necessary
corporate action has been taken by the Purchaser to authorize the issuance of
the Purchaser Shares, Notes and Warrant Agreement to the Seller and upon receipt
by the Seller of the Purchase Price, the Purchaser Shares will be issued as
fully paid and non-assessable shares in full compliance with applicable
securities laws (assuming the accuracy of the Seller’s representations in
Section 4.11).

     

    
      	
              5.3

            	
              No
      Violation

            


    

     

    The
execution and delivery of this Agreement by the Purchaser and the consummation
of the transactions herein provided for will not result in  the
material breach or violation of any of the provisions of, or constitute a
material default under, or materially conflict with or cause the acceleration of
any obligation of the Purchaser under:

     

    
      	
               
      

            	
              (a)

            	
              any
      Contract to which the Purchaser is a party or by which it is or its
      properties are bound;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      provision of the organizational documents or by-laws or resolutions of the
      board of directors (or any committee thereof) of the
      Purchaser;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      judgment, decree, order or award of any court, governmental body or
      arbitrator having jurisdiction over the Purchaser;
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      law, statute, ordinance, regulation, rule, by-law, judgement, decree or
      order of any Authority having jurisdiction over the
    Purchaser.

            


    

     

    
      	
              5.4

            	
              Consents and
      Approvals

            


    

     

    Except as
set out in Schedule 5.4, there is no requirement for the Purchaser to make any
filing with or give any notice to any Authority, or obtain any Permit as a
condition to the lawful consummation of the transactions contemplated by this
Agreement.  There is no requirement under any Contract to which the
Purchaser is a party or by which it or its properties are bound to give any
notice to, or to obtain the consent or approval of, any party to such Contract
relating to the consummation of the transactions contemplated by this Agreement,
the failure of which to provide such notice or obtain such consent would prevent
the Purchaser from fulfilling its obligations under this Agreement.

     

    
      	
              5.5

            	
              Litigation

            


    

     

    There are
no actions, suits, proceedings, audits, investigations or complaints (whether or
not purportedly on behalf of the Purchaser) pending or, to the best of the
knowledge of the Purchaser, threatened, at law or in equity or before or by any
Authority against the Purchaser which adversely affects or challenges the
legality, validity or enforceability of this Agreement, any of the Transaction
Agreements or the Seller Shares.

     

    
      	
              5.6

            	
              Capitalization

            


    

     

    The
capitalization of the Purchaser is as described on Schedule
5.6.  Immediately prior to Closing, the Purchaser’s shareholders
listed on Schedule 5.6 shall be the only record or beneficial owners of the
Purchaser’s common stock or other securities of any kind of the
Purchaser.  There are no outstanding or authorized stock option, stock
appreciation, phantom stock or similar rights with respect to the Purchaser and
there are no obligations, agreements or understandings on the part of the
Purchaser to issue, grant or sell any securities of any kind or class of the
Purchaser outstanding, or any rights or commitments convertible into any kind or
class of securities of the Purchaser currently outstanding.


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    

     

    SECTION
6

    SURVIVAL
OF COVENANTS, REPRESENTATIONS AND WARRANTIES

     

    
      	
              6.1

            	
              Survival of Covenants,
      Representations and
Warranties

            


    

     

    To the
extent that they have not been fully performed at or prior to the Time of
Closing, the covenants, representations and warranties contained in this
Agreement and in all certificates and documents delivered pursuant to or
contemplated by this Agreement shall survive the closing of the transactions
contemplated hereby and shall continue for the applicable limitation period
notwithstanding such closing nor any investigation made by or on behalf of the
party entitled to the benefit thereof; provided, however, that the
representations and warranties set out in Section 4 and Section 5 and
the corresponding representations and warranties set out or incorporated in the
certificate to be delivered pursuant to subsection 8.1(a) (other than those
contained in Sections 4.1 and 5.1(Organization), 4.2 and 5.2(Authorization), 4.3
(No Other Agreements to Purchase), 4.5 (Title)) shall terminate on the day
that is fifteen (15) months after the Closing Date.

     

    SECTION
7

    COVENANTS

     

    
      	
              7.1

            	
              Operate in Ordinary
      Course.

            


    

     

    From and
after the date hereof through to the Closing Date, the Seller shall operate in
the ordinary course with past practice.  Without limiting the
foregoing, the Seller shall not without the written consent of the
Purchaser:

     

    
      	
               
      

            	
              (a)

            	
              accelerate
      the collection of accounts
receivable;

            


    

     

    
      	
               
      

            	
              (b)

            	
              discount
      inventory; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              increase
      the salary or benefits of any of its
employees.

            


    

     

    
      	
              7.2

            	
              Preservation of
      Organization.

            


    

     

    The
Seller shall use reasonable commercial efforts to preserve intact its
relationships with its employees, provided that this Agreement shall not require
the Seller to increase the salary of or make other payments to its
employees.


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    

     

    
      	
              7.3

            	
              Access to Purchased
      Business and Purchased
Assets

            


    

     

    The
Seller shall forthwith make available to the Purchaser and its authorized
representatives and, if requested by the Purchaser, provide a copy to the
Purchaser of, all title documents, Contracts, policies, plans, reports,
licences, orders, Permits and all other documents, information and data relating
to the Purchased Assets.  The Seller shall afford the Purchaser and
its authorized representatives reasonable access to the Purchased
Assets.  At the request of the Purchaser, the Seller shall execute
such consents, authorizations and directions as may be necessary to permit any
inspection of the Purchased Assets or to enable the Purchaser or its authorized
representatives to obtain full access to all files and records relating to any
of the Purchased Assets maintained by Authorities.  At the Purchaser's
request, the Seller shall co-operate with the Purchaser in arranging any such
meetings as the Purchaser may reasonably request with
employees, auditors, accountants, solicitors or any other persons engaged or
previously engaged to provide services to the Seller who have knowledge of
matters relating to the Purchased Assets.  The exercise of any rights
of inspection by or on behalf of the Purchaser under this Section 7.1 shall not
mitigate or otherwise affect the representations and warranties of the Seller
hereunder which shall continue in full force and effect as provided in
subsection 6.1.

     

    
      	
              7.4

            	
              Delivery of Books and
      Records

            


    

     

    At the
Time of Closing, pursuant to subsection 9.1 there shall be delivered to the
Purchaser by the Seller copies of such Books and Records relating to the
Purchased Assets as the Purchaser may reasonably request, to the extent such
Books and Records have been retained by the Seller.  The Purchaser
agrees that it will preserve the Books and Records so delivered to it for a
period of six years from the Closing Date, or for such longer period as is
required by any applicable law, and will permit the Seller or its authorized
representatives reasonable access thereto in connection with the affairs of the
Seller relating thereto, but the Purchaser shall not be responsible or liable to
the Seller for or as a result of any accidental loss or destruction of or damage
to any such Books and Records.

     

    
      	
              7.5

            	
              Delivery of
      Conveyancing Documents

            


    

     

    The
Seller shall deliver to the Purchaser all necessary deeds, conveyances, bills of
sale, assurances, transfers, assignments and any other documentation necessary
or reasonably required to transfer the Purchased Assets to the Purchaser with a
good title, free and clear of all Encumbrances.

     

    
      	
              7.6

            	
              Retention of Collins,
      McDonald & Gann, P.C.,
      McDonald & Gann, P.C.

            


    

     

    Each of
Seller and Purchaser agrees to retain Collins, McDonald & Gann, P.C. for a
minimum of six months after Closing at a fee of $1,500 per month.

     

    
      	
              7.7

            	
              Right of First Refusal
      Agreement

            


    

     

    Seller
and Purchaser shall perform their obligations under the Right of First Refusal
Agreement.

     

    
      	
              7.8

            	
              Non-Compete
      Agreement

            


    

     

    Seller
and Purchaser shall perform their obligations under the Non-Compete
Agreement.

     

    
      	
              7.9

            	
              Voting
      Agreement

            


    

     

    Seller,
James Klein and Purchaser shall perform their obligations under the Voting
Agreement.


    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    

     

    
      	
              7.10

            	
              Insurance

            


    

     

    Upon
Closing, Purchaser shall maintain comprehensive general liability insurance,
including contract liability, products liability, bodily injury and property
damage insurance, in an amount not less than $2,000,000 coverage per
occurrence.

     

    
      	
              7.11

            	
              No Change in
      Purchaser’s Capitalization

            


    

     

    Until the
closing of the contemplated
reverse acquisition which has been disclosed to the Seller, Purchaser shall not
effect any change in its capitalization as set forth on Schedule 5.6 without the
prior written consent of the Seller, which the Seller may grant or withhold in
its sole and absolute discretion.

     

    SECTION
8

    CONDITIONS
OF CLOSING

     

    
      	
              8.1

            	
              Conditions of Closing
      in Favour of the Purchaser

            


    

     

    The
purchase and sale of the Purchased Assets is subject to the following terms and
conditions for the exclusive benefit of the Purchaser, to be performed or
fulfilled at or prior to the Time of Closing:

     

    
      	
               
      

            	
              (a)

            	
              Representations and
      Warranties.  The representations and warranties of the
      Seller contained in this Agreement shall be true and correct at the Time
      of Closing in all material respects (except where a representation and
      warranty contains a materiality qualification, in which case the
      representation and warranty shall be true and correct at the Time of
      Closing in all respects) with the same force and effect as if such
      representations and warranties were made at and as of such time, and a
      certificate executed by the Seller, dated the Closing Date, to that effect
      shall have been delivered to the Purchaser, such certificate to be in form
      and substance satisfactory to the Purchaser, acting
      reasonably;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Covenants.  All
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by the Seller at or before the Time of Closing shall
      have been complied with or performed in all material respects, and a
      certificate executed by a senior officer of the Seller, dated the Closing
      Date, to that effect shall have been delivered to the Purchaser, such
      certificate to be in form and substance satisfactory to the Purchaser,
      acting reasonably;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Regulatory
      Consents.  There shall have been obtained from all
      appropriate Authorities such consents and approvals as are required to be
      obtained by the Seller to permit the change of ownership of the Purchased
      Assets contemplated hereby, including, without limitation, those described
      in Schedule 4.7(a), in each case in form and substance satisfactory to the
      Purchaser, acting reasonably;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Contractual
      Consents.  Subject to Section  7.4, the Seller shall
      have given or obtained the notices, consents and approvals described in
      Schedule 4.7(b), in each case in form and substance satisfactory to the
      Purchaser, acting reasonably;

            


    

     

    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              No Action or
      Proceeding.  No legal or regulatory action or proceeding
      shall be pending or threatened by any person against the Licensed
      Intellectual Property or to enjoin, restrict or prohibit the purchase and
      sale of the Purchased Assets contemplated hereby or the performance of any
      party's obligations under any agreement contemplated in this Agreement to
      be executed and delivered by either party at the Time of
      Closing;

            


    

     

    
      	
               
      

            	
              (f)

            	
              No Material
      Damage.  No material damage by fire or other hazard to
      the whole or any material part of the Purchased Assets shall have occurred
      prior to the Time of Closing;

            


    

     

    
      	
               
      

            	
              (g)

            	
              No
      Encumbrances.  All Encumbrances on the Purchased Assets,
      except Permitted Encumbrances shall have been validly
      discharged;

            


    

     

    
      	
               
      

            	
              (h)

            	
              Transaction
      Agreements.  The Transaction Agreements shall have been
      entered into by the parties thereto, in a form satisfactory to the parties
      thereto, acting reasonably.

            


    

     

    If any of
the conditions contained in this subsection 8.1 shall not be performed or
fulfilled at or prior to the Time of Closing to the satisfaction of the
Purchaser, acting reasonably, the Purchaser may, by notice to the Seller,
terminate this Agreement and the obligations of the Seller and the Purchaser
under this Agreement shall be terminated.  Any such condition may be
waived in whole or in part by the Purchaser without prejudice to any claims it
may have for breach of covenant, representation or warranty.

     

    
      	
              8.2

            	
              Conditions of Closing
      in Favour of the Seller

            


    

     

    The
purchase and sale of the Purchased Assets is subject to the following terms and
conditions for the exclusive benefit of the Seller, to be performed or fulfilled
at or prior to the Time of Closing:

     

    
      	
               
      

            	
              (a)

            	
              Representations and
      Warranties.  The representations and warranties of the
      Purchaser contained in this Agreement shall be true and correct in all
      material respects at the Time of Closing (except where a representation
      and warranty contains a materiality qualification, in which case the
      representation and warranty shall be true and correct at the Time of
      Closing in all respects) with the same force and effect as if such
      representations and warranties were made at and as of such time, and a
      certificate executed by the Purchaser, and a certificate executed by the
      Purchaser, each dated the Closing Date, to that effect shall have been
      delivered to the Seller, such certificates to be in form and substance
      satisfactory to the Seller, acting
reasonably;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Covenants.  All
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by the Purchaser at or before the Time of Closing shall
      have been complied with or performed in all material respects, and a
      certificate executed by a senior officer of the Purchaser, and a
      certificate executed by a senior officer of the Purchaser, each dated the
      Closing Date, to that effect shall have been delivered to the Seller, such
      certificates to be in form and substance satisfactory to the Seller,
      acting reasonably;

            


    

     

    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              No Action or
      Proceeding.  No legal or regulatory action or proceeding
      shall be pending or threatened by any person to enjoin, restrict or
      prohibit the purchase and sale of the Purchased Assets contemplated hereby
      or the performance of any party's obligations under any agreement
      contemplated in this Agreement to be executed and delivered by either
      party at the Time of Closing;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Transaction
      Agreements.  The Transaction Agreements shall have been
      entered into by the parties thereto in a form satisfactory to the Seller,
      acting reasonably;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Share
      Certificate.  The Purchaser shall have delivered to the
      Seller certificates representing the Purchaser Shares registered in the
      name of Seller; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              Cash Payment, Warrant Agreement
      and Notes.  The Purchaser shall have delivered to the
      Seller the Cash Payment, Warrant Agreement and the Notes in accordance
      with subsection 3.2 hereof.

            


    

     

    If any of
the conditions contained in this subsection 8.2 shall not be performed or
fulfilled at or prior to the Time of Closing to the satisfaction of the Seller,
acting reasonably, the Seller may, by notice to the Purchaser, terminate this
Agreement and the obligations of the Seller and the Purchaser under this
Agreement shall be terminated.  Any such condition may be waived in
whole or in part by the Seller without prejudice to any claims it may have for
breach of covenant, representation or warranty.

     

    SECTION
9

    CLOSING
DATE AND TRANSFER OF POSSESSION

     

    
      	
              9.1

            	
              Place of
      Closing

            


    

     

    The
closing of the purchase and sale of the Purchased Assets shall take place at the
Time of Closing at the offices Corsair Advisors, Inc., 497 Delaware Avenue,
Buffalo, New York 14202 and Tummelson, Bryan & Knox, LLP, PO Box 99, Urbana,
Illinois 61803 provided however that such closing may be effected by electronic
delivery of signature pages (by either email or facsimile transmission) and
funds and securities will be held in escrow pending closing instruction to such
counsel by the Purchaser and the Seller.

     

    
      	
              9.2

            	
              Further
      Assurances

            


    

     

    From time
to time subsequent to the Closing Date, each party to this Agreement covenants
and agrees that it will at all times after such date, at the expense of the
requesting party, promptly execute and deliver all such documents, including,
without limitation, all such additional conveyances, transfers, assignments,
consents and other assurances and do all such other acts and things as the other
party, acting reasonably, may from time to time request be executed or done in
order to better evidence or perfect or effectuate any provision of this
Agreement or of any agreement or other document executed pursuant to this
Agreement or any of the respective obligations intended to be created hereby or
thereby.


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    

     

    SECTION
10

    INDEMNIFICATION

     

    
      	
              10.1

            	
              Indemnification by the
      Seller

            


    

     

    The
Seller agrees to indemnify and save harmless the Purchaser from all Losses
suffered or incurred by the Purchaser as a result of or arising directly or
indirectly out of or in connection with:

     

    
      	
               
      

            	
              (a)

            	
              any
      breach by the Seller of or any inaccuracy in any representation or
      warranty of the Seller contained in this Agreement or in any agreement,
      certificate or other closing document delivered pursuant hereto (provided
      that the Seller shall not be required to indemnify or save harmless the
      Purchaser in respect of any breach of or inaccuracy in any representation
      or warranty unless the Purchaser shall have provided notice to the Seller
      in accordance with subsection 10.3 on or prior to the expiration of the
      applicable time period related to such representation and warranty as set
      out in Section 6.1);

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      breach or non-performance by the Seller of any covenant to be performed by
      it which is contained in this Agreement or in any agreement, certificate
      or other closing document delivered pursuant hereto;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      liabilities, obligations or commitments of the Seller related to the
      Purchased Assets, existing at or prior to the Time of Closing or arising
      from or relating to the period prior to the Time of Closing (provided
      however that any such liabilities, obligations or commitments, to the
      extent that they arise from or relate to the period after the Time of
      Closing, shall be the responsibility of the
  Purchaser);.

            


    

     

    provided
that the indemnity by the Seller pursuant to this Section 10.1 shall not be for
any Losses in connection with liabilities, obligations or commitments related to
the Assigned Contracts arising after the Time of Closing.

     

    
      	
              10.2

            	
              Indemnification by the
      Purchaser

            


    

     

    The
Purchaser agrees to indemnify and save harmless the Seller from all Losses
suffered or incurred by the Seller as a result of or arising directly or
indirectly out of or in connection with:

     

    
      	
               
      

            	
              (a)

            	
              any
      breach by the Purchaser of or any inaccuracy in any representation or
      warranty contained in this Agreement or in any agreement, instrument,
      certificate or other closing document delivered pursuant hereto (provided
      that the Purchaser shall not be required to indemnify or save harmless the
      Seller in respect of any breach of or inaccuracy in any representation or
      warranty unless the Seller shall have provided notice to the Purchaser in
      accordance with subsection 10.3 on or prior to the expiration of the
      applicable time period related to such representation and warranty as set
      out in subsection 6.1);

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      breach or non-performance by the Purchaser of any covenant to be performed
      by it which is contained in this Agreement or in any agreement,
      certificate or other closing document delivered pursuant hereto, including
      any breach or non performance by the Purchaser of any covenant to be
      performed after the Time of Closing in connection with the Assigned
      Contracts; and

            


    

     

    
      
         


      

      
        - 19
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              the
      operations of the Purchased Assets after the Time of Closing including,
      without limitation, any failure by the Purchaser to pay, satisfy,
      discharge, perform or fulfil any of the Assumed
    Liabilities.

            


    

     

    
      	
              10.3

            	
              Notice of
      Claim

            


    

     

    In the
event that a party (the “Indemnified Party”) shall
become aware of any claim, proceeding or other matter (a “Claim”) in respect of which
the other party (the “Indemnifying Party”) has
agreed to indemnify the Indemnified Party pursuant to this Agreement, the
Indemnified Party shall promptly give written notice thereof to the Indemnifying
Party.  Such notice shall specify whether the Claim arises as a result
of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether
the Claim does not so arise (a “Direct Claim”), and shall also
specify with reasonable particularity (to the extent that the information is
available), the factual basis for the Claim and the amount of the Claim, if
known.  If, through the fault of the Indemnified Party, the
Indemnifying Party does not receive notice of any Claim in time effectively to
contest the determination of any liability susceptible of being contested, the
Indemnifying Party shall be entitled to set off against the amount claimed by
the Indemnified Party the amount of any Losses incurred by the Indemnifying
Party resulting from the Indemnified Party's failure to give such notice on a
timely basis.

     

    
      	
              10.4

            	
              Direct
      Claims

            


    

     

    With
respect to any Direct Claim, following receipt of notice from the Indemnified
Party of the Claim, the Indemnifying Party shall have thirty (30) Business Days
to make such investigation of the Claim as is considered necessary or
desirable.  For the purpose of such investigation, the Indemnified
Party shall make available to the Indemnifying Party the information relied upon
by the Indemnified Party to substantiate the Claim, together with all such other
information as the Indemnifying Party may reasonably request.  If both
parties agree at or prior to the expiration of such thirty-day period (or any
mutually agreed upon extension thereof) to the validity and amount of such
Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the
full agreed upon amount of the Claim.  If the parties are unable to
resolve the dispute within a reasonable time, and in any event within thirty
(30) Business Days of such written request (or a mutually agreed upon extension
thereof), the dispute shall, at the request of either party, be referred to
binding arbitration in accordance with the provisions of Schedule
10.4.

     

    
      
         


      

      
        - 20
-

        
          

        

      

      
         


      

    

     

    
      	
              10.5

            	
              Third Party
      Claims

            


    

     

    With
respect to any Third Party Claim, the Indemnifying Party shall have the right,
at its expense, to participate in or assume control of the negotiation,
settlement or defence of the Claim and, in such event, the Indemnifying Party
shall reimburse the Indemnified Party for all the Indemnified Party's
out-of-pocket expenses as a result of such participation or
assumption.  If the Indemnifying Party elects to assume such control,
the Indemnified Party shall have the right to participate in the negotiation,
settlement or defence of such Third Party Claim and to retain counsel to act on
its behalf, provided that the fees and disbursements of such counsel shall be
paid by the Indemnified Party unless the Indemnifying Party consents to the
retention of such counsel or unless the named parties to any action or
proceeding include both the Indemnifying Party and the Indemnified Party and the
representation of both the Indemnifying Party and the Indemnified Party by the
same counsel would be inappropriate due to the actual or potential differing
interests between them (such as the availability of different
defences).  If the Indemnifying Party, having elected to assume such
control, thereafter fails to defend the Third Party Claim within a reasonable
time, the Indemnified Party shall be entitled to assume such control at the
expense of the Indemnifying Party, and the Indemnifying Party shall be bound by
the results obtained by the Indemnified Party with respect to such Third Party
Claim.

     

    
      	
              10.6

            	
              Settlement of Third
      Party Claims

            


    

     

    If the
Indemnifying Party fails to assume control of the defence of any Third Party
Claim, the Indemnified Party shall have the exclusive right to contest, settle
or pay the amount claimed provided the Indemnified Party has given the
Indemnifying Party at least five business days prior written notice of any
proposed settlement, compromise or payment and afforded the Indemnifying Party
an opportunity to consult with the Indemnified Party regarding the proposed
settlement, compromise or payment.  Whether or not the Indemnifying
Party assumes control of the negotiation, settlement or defence of any Third
Party Claim, the Indemnifying Party shall not settle any Third Party Claim
without the written consent of the Indemnified Party, which consent shall not be
unreasonably withheld or delayed; provided, however, that the liability of the
Indemnifying Party shall be limited to the proposed settlement amount if any
such consent is not obtained for any reason.

     

    
      	
              10.7

            	
              Dollar
      Limitations

            


    

     

    No
Indemnifying Party shall have any liability under the indemnification provisions
of this Section 10 unless and until the gross aggregate amount of Claims brought
by the Indemnified Party exceeds $40,000.  The aggregate amount of all
Claims for which an Indemnifying Party shall be obligated to pay pursuant to
this Section 10 shall be limited to the amount of $4,000,000.

     

    
      	
              10.8

            	
              No Right of
      Set-Off

            


    

     

    The
Purchaser shall have no right under any circumstances to offset or deduct, in
whole or in part, the amount of any Losses or any settlement, compromise or
payment resulting from one or more Claims giving rise to a claim for
indemnification against any amounts owed by the Purchaser to the Seller pursuant
to the terms of this Agreement or any of the Transaction
Agreements.

     

    
      	
              10.9

            	
              Co-operation

            


    

     

    The
Indemnified Party and the Indemnifying Party shall co-operate fully with each
other with respect to Third Party Claims, and shall keep each other fully
advised with respect thereto (including supplying copies of all relevant
documentation promptly as it becomes available).


    
      
         


      

      
        - 21
-

        
          

        

      

      
         


      

    

     

    
      	
              10.10

            	
              Exclusivity

            


    

     

    The
provisions of this Section 10 shall apply to any Claim for breach of any
covenant, representation, warranty, indemnity or other provision of this
Agreement or any certificate delivered pursuant to this Agreement (other than a
claim for specific performance or injunctive relief) with the intent that all
such Claims shall be subject to the limitations and other provisions contained
in this Section 10.

     

    SECTION
11

    MISCELLANEOUS

     

    
      	
              11.1

            	
              Neutral
      Construction

            


    

     

    The
Parties represent and agree that the final terms of this Agreement are the
product of fair and arm's length negotiations between the Parties, each of whom
has sought and received legal advice from counsel of its own choosing with
regard to its contents and the rights and obligations affected hereby. The
Parties agree that this Agreement shall therefore be deemed to have been drafted
by them jointly and equally, and that the provisions of this Agreement should
not be construed against either Party for reason that such Party had a greater
degree of drafting responsibility for such provision(s).

     

    
      	
              11.2

            	
              Notices.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      notice or other communication required or permitted to be given hereunder
      shall be in writing and shall be delivered by personal delivery, by over
      night courier, by telecopy or similar means of recorded electronic
      communication or by registered mail addressed as
  follows:

            


    

     

    If to the
Seller:

    Proviant
Technologies, Inc.

    309 W.
Hensley Rd.

    Champaign,
Illinois  61826

    Attention:
Ramlakhan Boodram, President

    Fax No.:
(217) 398-0002

    


    If to the
Purchaser:

    


    Sports
Supplement Acquisition Group Inc.

    2348
Lucerne Road, Suite 172

    Mount-Royal,
QC H3R 2J8

    Attention:
James Klein

    Fax No.:
(514) 735-0012

     

    
      	
               
      

            	
              (b)

            	
              Any
      such notice or other communication delivered by personal delivery or
      overnight courier shall be deemed to have been given and received on the
      day on which it was delivered (or, if such day is not a Business Day, on
      the next following Business Day), and if transmitted by telecopier, on the
      day of transmission thereof if such day is a Business Day and is received
      before 5:00 pm (local time to the recipient) or otherwise on the next
      Business Day after the day of transmittal, provided that the party so
      transmitting the notice has received confirmation of its successful
      transmittal, and if mailed or sent by registered mail, on the fifth
      Business Day following the date of mailing; provided, however, that if at
      the time of mailing or within three Business Days thereafter there is or
      occurs a labour dispute or other event which might reasonably be expected
      to disrupt the delivery of documents by mail, any notice or other
      communication hereunder shall be delivered or transmitted by means
      personal delivery, telecopier or recorded electronic communication as
      aforesaid.

            


    

     

    
      
         


      

      
        - 22
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              Either
      party may at any time change its address for service from time to time by
      giving notice to the other party in accordance with this subsection
      11.2.

            


    

     

    
      	
              11.3

            	
              Commissions,
      etc

            


    

     

    Each
party agrees to indemnify and save harmless the other party from and against all
Losses suffered or incurred in respect of any commission or other remuneration
payable or alleged to be payable to any broker, agent or other intermediary who
purports to act or have acted for or on behalf of the other party.

     

    
      	
              11.4

            	
              Consultation

            


    

     

    The
parties shall consult with each other before issuing any press release or making
any other public announcement with respect to this Agreement or the transactions
contemplated hereby and, except as required by any applicable law or regulatory
requirement, neither of them shall issue any such press release or make any such
public announcement without the prior written consent of the other party, which
consent shall not be unreasonably withheld or delayed.

     

    
      	
              11.5

            	
              Disclosure

            


    

     

    Prior to
any public announcement of the transaction contemplated hereby pursuant to
subsection 11.4, neither party shall disclose this Agreement or any aspects of
such transaction except to its board of directors, its senior management, its
legal, accounting, financial or other professional advisors, any financial
institution or other investor contacted by it with respect to any financing
required in connection with such transaction and counsel to such institution or
other investor, or as may be required by any applicable law or any regulatory
authority or stock exchange having jurisdiction.

     

    
      	
              11.6

            	
              Reasonable Commercial
      Efforts

            


    

     

    The
parties acknowledge and agree that, for all purposes of this Agreement, an
obligation on the part of either party to use reasonable commercial efforts to
obtain any waiver, consent, approval, permit, licence or other document shall
not require such party to make any payment to any person for the purpose of
procuring the same, other than payments for amounts due and payable to such
person, payments for incidental expenses incurred by such person and payments
required by any applicable law or regulation.

     

    
      	
              11.7

            	
              Counterparts

            


    

     

    This
Agreement may be executed in counterparts, each of which shall constitute an
original and all of which taken together shall constitute one and the same
instrument. Execution may be made by facsimile signature which, for all
purposes, shall be deemed to be an original.


    
      
         


      

      
        - 23
-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF this Agreement has been executed by the parties.

     

    
      
        
          
            
              
                
                  	 
      	
                          PROVIANT TECHNOLOGIES, INC.

                        
	 
      	 
      
	 
      	
                          Per:

                        	/s/
      Ramlakhan Boodram
	 
      	
                          Name:    Ramlakhan Boodram

                        
	 
      	
                          Title:     
      President

                        
	 
      	 
      	 
      
	 
      	
                          SPORTS SUPPLEMENT

                        
	 
      	
                          ACQUISITION GROUP INC.

                        
	 
      	 
      
	 
      	
                          Per:

                        	/s/
      James Klein
	 
      	
                          Name:   James Klein

                        
	 
      	
                          Title:     President

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        - 24
-