itlinkz8k060407ex10-a.htm


    
      

      

    

    

      


      


      


      


      


      


      SHARE
        PURCHASE AND MERGER AGREEMENT

      


      


      by
        and among

      


      itLinkz
        Group, Inc.,

      


      Landway
        Acquisition Corp.

      


      and

      


      


      Landway
        Nano Bio-Tech, Inc.

      


      


      


      


      Dated
        as of June 1, 2007

      


      


      


      


      


      


      


      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SHARE
        PURCHASE AND MERGER AGREEMENT

      


      


      Share
        Purchase and Merger Agreement (the
        “Agreement”)
        dated
        as of June 1, 2007 by and among itLinkz Group, Inc., a corporation formed
        under
        the laws of the State of Delaware (“ILKZ”), Landway Acquisition Corp., a
        corporation newly formed under the laws of the State of Delaware and a wholly
        owned subsidiary of ILKZ (the “Merger
        Sub”),
        Landway Nano Bio-Tech, Inc.,
        a
        corporation formed under the laws of the State of Delaware (“Landway”),
        the
        individuals who are identified on
        the
        signature pages of this Agreement as the Investors (“Investors”),
        and
        Jeremy Feakins (the “Principal
        Shareholder”). 
        Each of
        ILKZ, the Merger Sub, Landway and each of the Investors or the Principal
        Shareholders is referred to herein individually as a “Party”
and
        all
        are referred to collectively as the “Parties.”

      


      PREAMBLE

      


      WHEREAS,
        Landway
        owns 100% of the registered capital of Shandong
        Sishui Spring Pharmacy Limited Company,
        a
        corporation organized under the laws of The People’s Republic of China
        (“Shandong
        Sishui”);
        

      


      WHEREAS,
        ILKZ
        and Landway have determined that a business combination between them is
        advisable and in the best interests of their respective companies and
        stockholders and presents an opportunity for their respective companies to
        achieve long-term strategic and financial benefits;

      


      WHEREAS,
        the
        Investors are affiliated with Landway, and wish to purchase 500 Series B
        Convertible Preferred shares of ILKZ (the “Purchased
        Shares,” as
        further defined herein)
        for
        cash
        (the “Share
        Purchase”);
        

      


      WHEREAS,
        ILKZ
        has proposed to acquire Landway pursuant to a merger transaction whereby,
        pursuant to the terms and subject to the conditions of this Agreement, Landway
        shall become a wholly owned subsidiary of ILKZ through the merger of Landway
        with and into the Merger Sub (the “Merger”);
        and

      


      WHEREAS,
        in the
        Merger, all issued and outstanding shares of capital stock of Landway shall
        be
        cancelled and converted into the right to receive 500 Series B Convertible
        Shares of ILKZ (the “Merger
        Shares”)
        which
        Shares, together with the Purchased Shares, shall represent 99 % of the voting
        power of ILKZ after the Merger; 

      


      NOW,
        THEREFORE,
        in
        consideration of the premises and the mutual covenants, representations and
        warranties contained herein, the Parties, intending to be legally bound,
        hereby
        agree as follows:

      


      CERTAIN
        DEFINITIONS

      


      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below:


      


      “Applicable
        Law”
means
        any domestic or foreign law, statute, regulation, rule, policy, guideline
        or
        ordinance applicable to the businesses of the Parties, the Merger and/or
        the
        Parties. 

      


      “DGCL”
        means
        Delaware General Corporation Law.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      “Knowledge”
        means,
        in the case of ILKZ or Landway, a particular fact or other matter of which
        its
        Chief Executive Officer or the Chief Financial Officer is actually aware
        or
        which a prudent individual serving in such capacity could be expected to
        discover or otherwise become aware of in the course of conducting a reasonable
        review or
        investigation of
        the
        corporation and its business and affairs. 

      


      “Lien”
means,
        with respect to any property or asset, any mortgage, lien, pledge, charge,
        security interest, claim, encumbrance, royalty interest, any other adverse
        claim
        of any kind in respect of such property or asset, or any other restrictions
        or
        limitations of any nature whatsoever.

      


      “Material
        Adverse Effect”
with
        respect to any entity or group of entities means any event, change or effect
        that has or would have a materially adverse effect on the financial condition,
        business or results of operations of such entity or group of entities, taken
        as
        a whole. 

      


      “Person”
means
        any individual, corporation, partnership, trust or unincorporated organization
        or a government or any agency or political subdivision thereof. 

      


      “Surviving
        Entity”
shall
        mean Landway as the surviving entity in the Merger as provided in Section
        1.04.

      


      “Tax”
(and,
        with correlative meaning, “Taxes”
and
        “Taxable”)
        means:


      


      (i)
        any
        income, alternative or add-on minimum tax, gross receipts tax, sales tax,
        use
        tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax,
        withholding tax, payroll tax, employment tax, excise tax, severance tax,
        stamp
        tax, occupation tax, property tax, environmental or windfall profit tax,
        custom,
        duty or other tax, impost, levy, governmental fee or other like assessment
        or
        charge of any kind whatsoever together with any interest or any penalty,
        addition to tax or additional amount imposed with respect thereto by any
        governmental or Tax authority responsible for the imposition of any such
        tax
        (domestic or foreign), and 

      


      (ii)
        any
        liability for the payment of any amounts of the type described in clause
        (i)
        above as a result of being a member of an affiliated, consolidated, combined
        or
        unitary group for any Taxable period, and 

      


      (iii)
        any
        liability for the payment of any amounts of the type described in clauses
        (i) or
        (ii) above as a result of any express or implied obligation to indemnify
        any
        other person. 

      


      “Tax
        Return”
means
        any return, declaration, form, claim for refund or information return or
        statement relating to Taxes, including any schedule or attachment thereto,
        and
        including any amendment thereof.

      


      ARTICLE
        I

      THE
        TRANSACTIONS

      


      
        	
                SECTION
                  1.01 

              	
                THE
                  SHARE PURCHASE

              


      

      


      (a)   Prior
        to
        the Closing (defined herein), ILKZ shall file with the Secretary of State
        of the
        State of Delaware a Certificate of Designation of the Series B Convertible
        Preferred Shares (“Series B Preferred Shares”) in the form of Schedule
        1.01 (a)
        hereto.


      


      (b)   On
        the
        Closing Date (defined herein), the Share Purchase shall be consummated, in
        which
        the Investors shall purchase from ILKZ an aggregate of five hundred (500)
        shares
        of the Series B Convertible Preferred Stock of ILKZ (“Purchased
        Shares”)
        for
        cash consideration of Five Hundred Thirty Thousand and 00/100 Dollars
        ($530,000.00). The amount to be paid by and the number of Purchased Shares
        to be
        distributed to each Investor are set forth in Schedule
        1.01(b).  

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b)  
          The
        Parties intend that the issuance of the Purchased Shares to the Investors
        pursuant to the Share Purchase shall be exempt from the registration
        requirements of the Securities Act of 1933 (the “Securities
        Act”)
        pursuant to Section 4(2) of the Securities Act and the rules and regulations
        promulgated thereunder.

      


      


      
        	
                SECTION
                  1.02 

              	
                THE
                  MERGER 

              


      

      


      Upon
        the
        terms and subject to the conditions set forth in this Agreement and in
        accordance with the DGCL, at the Effective Time (as hereinafter defined),
        all
        Landway Shares (as hereinafter defined) shall be cancelled and converted
        into
        the right to receive the Merger Shares. In connection therewith, the following
        terms shall apply:

      


      (a)  
          Exchange
        Agent.
        Robert
        Brantl, Esq., counsel for ILKZ, shall act as the exchange agent (the
“Exchange
        Agent”)
        for
        the purpose of exchanging Landway Shares for the Merger Shares. At or prior
        to
        the Closing, ILKZ shall deliver to the Exchange Agent the Merger
        Shares.

      


      
        	 	
                (b)

              	
                Conversion
                  of Securities.
                  

              


      

      


      (i)   Conversion
        of Landway Securities.
        At the
        Effective Time, by virtue of the Merger and without any action on the part
        of
        ILKZ, Landway or the Merger Sub, or the holders of any of their respective
        securities:

      


      (A)   Each
        of
        the issued and outstanding shares of common stock of Landway (the “Landway
        Shares”)
        immediately prior to the Effective Time shall be converted into and represent
        the right to receive, and shall be exchangeable for, that number of Series
        B
        Preferred Shares of ILKZ as shall be determined by dividing 500 by the number
        of
        then issued and outstanding Landway Shares.

      


      (B)   All
        Landway Shares shall no longer be outstanding and shall automatically be
        canceled and retired and shall cease to exist, and each holder of a certificate
        representing any such shares shall cease to have any rights with respect
        thereto, except the right to receive the Merger Shares to be issued pursuant
        to
        this Section 1.02(b)(i) upon the surrender of such certificate in accordance
        with Section 1.08, without interest. No fractional shares may be issued;
        but
        each fractional share that would result from the Merger will be rounded to
        the
        nearest number of whole shares. 

      


      (C)   The
        Merger Shares, together with the Purchased Shares acquired in the Share
        Purchase, (i) shall represent 99%, on a fully diluted basis, of the voting
        power
        of all classes of issued and outstanding stock of ILKZ at the Effective Time,
        after giving effect to the Merger, and (ii) shall be convertible into 809,866.23
        shares of the Common Stock of ILKZ on a fully diluted basis at any time after
        the consummation of the spin-off transaction described in the Operating
        Subsidiary Agreement (as defined in Section 5.01 (d) hereof). 

      


      (ii)   Conversion
        of Merger Sub Stock.
        At the
        Effective Time, by virtue of the Merger and without any action on the part
        of
        Landway, ILKZ, the Merger Sub, or the holders of any of their respective
        securities, each share of capital stock of Merger Sub outstanding immediately
        prior to the Effective Time shall be converted into one share of the common
        stock of the Surviving Entity and the shares of common stock of the Surviving
        Entity so issued in such conversion shall constitute the only outstanding
        shares
        of capital stock of the Surviving Entity and the Surviving Entity shall be
        a
        wholly owned subsidiary of ILKZ. 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (d)   Exemption
        from Registration.
        The
        Parties intend that the issuance of the Merger Shares to the Investors shall
        be
        exempt from the registration requirements of the Securities Act pursuant
        to
        Section 4(2) of the Securities Act and the rules and regulations promulgated
        thereunder.

      


      
        	
                SECTION
                  1.03

              	
                CLOSING
                  

              


      

      


      The
        closing of the Share Purchase and the Merger (the “Closing”)
        will
        take place at the offices of Robert Brantl, Esq. within one (1) business
        day
        following the satisfaction or waiver of the conditions precedent set forth
        in
        Article V or at such other date as ILKZ and Landway shall agree (the
“Closing
        Date”),
        but
        in any event no later than July 31, 2007 unless extended by a written agreement
        of ILKZ and Landway. 

      


      
        	
                SECTION
                  1.04

              	
                MERGER;
                  EFFECTIVE TIME 

              


      

      


      At
        the
        Effective Time and subject to and upon the terms and conditions of this
        Agreement, Merger Sub shall, and ILKZ shall cause Merger Sub to, merge with
        and
        into Landway in accordance with the provisions of the DGCL, the separate
        corporate existence of Merger Sub shall cease and Landway shall continue
        as the
        Surviving Entity. The Effective Time shall occur upon the filing with the
        Secretary of State of the State of Delaware of a Certificate of Merger, executed
        in accordance with the applicable provisions of the DGCL (the “Effective
        Time”).
        The
        date on which the Effective Time occurs is referred to as the “Effective
        Date.”
        Provided that this Agreement has not been terminated pursuant to Article
        VI, the
        Parties will cause the Certificate of Merger to be filed as soon as practicable
        after the Closing.

      


      
        	
                SECTION
                  1.05 

              	
                EFFECT
                  OF THE MERGER

              


      

      


      The
        Merger shall have the effect set forth in Title 8, Section 259 of the DGCL.
        Without limiting the generality of the foregoing, and subject thereto, at
        the
        Effective Time, all the properties, rights, privileges, powers and franchises
        of
        Landway and Merger Sub shall vest in the Surviving Entity, and all debts,
        liabilities and duties of Landway and Merger Sub shall become the debts,
        liabilities and duties of the Surviving Entity.

      


      
        	
                SECTION
                  1.06 

              	
                CERTIFICATE
                  OF INCORPORATION AND BYLAWS; DIRECTORS AND OFFICERS
                  

              


      

      


      Pursuant
        to the Merger: 

      


      (a)   The
        Certificate of Incorporation and Bylaws of Landway as in effect immediately
        prior to the Effective Time shall be the Certificate of Incorporation and
        Bylaws
        of the Surviving Entity immediately following the Merger. 

      


      (b)   The
        directors and officers of the Landway immediately prior to the Merger shall
        be
        the directors and officers of the Surviving Entity subsequent to the Merger.
        

      


      SECTION
        1.07 RESTRICTIONS
        ON RESALE

      


      (a)   The
        Series B Preferred Shares issued pursuant to the Share Purchase and pursuant
        to
        the Merger will not be registered under the Securities Act, or the securities
        laws of any state, and cannot be transferred, hypothecated, sold or otherwise
        disposed of until: (i) a registration statement with respect to such securities
        is declared effective under the Securities Act, or (ii) ILKZ receives an
        opinion
        of counsel for the holders of the shares proposed to be transferred, reasonably
        satisfactory to counsel for ILKZ, that an exemption from the registration
        requirements of the Securities Act is available. 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        certificates representing the Purchased Shares and the Merger Shares which
        are
        being issued hereunder shall contain a legend substantially as
        follows:

      


      “THE
        SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,
        HYPOTHECATED OR OTHERWISE DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH
        RESPECT THERETO IS DECLARED EFFECTIVE UNDER SUCH ACT, OR ITLINKZ GROUP, INC.
        RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER REASONABLY SATISFACTORY TO
        COUNSEL
        FOR ITLINKZ GROUP, INC. THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF
        SUCH ACT IS AVAILABLE.” 

      


      
        	
                SECTION
                  1.08 

              	
                EXCHANGE
                  OF CERTIFICATES

              


      

      


      (a)   EXCHANGE
        OF CERTIFICATES. After the Effective Time, the holders of the Landway Shares
        shall be required to surrender all their Landway Shares to the Exchange Agent,
        and the holders shall be entitled upon such surrender to receive in exchange
        therefor certificates representing the proportionate number of Merger Shares
        into which the Landway Shares theretofore represented by the stock certificates
        so surrendered shall have been exchanged pursuant to this Agreement. Until
        so
        surrendered, each outstanding certificate which, prior to the Effective Time,
        represented Landway Shares shall be deemed for all corporate purposes, subject
        to the further provisions of this Article I, to evidence the ownership of
        the
        number of whole Merger Shares for which such Landway Shares have been so
        exchanged. No dividend payable to holders of Merger Shares of record as of
        any
        date subsequent to the Effective Time shall be paid to the owner of any
        certificate which, prior to the Effective Time, represented Landway Shares,
        until such certificate or certificates representing all the relevant Landway
        Shares, together with a stock transfer form, are surrendered as provided
        in this
        Article I or pursuant to letters of transmittal or other instructions with
        respect to lost certificates provided by the Exchange Agent.

      


      (b)   FULL
        SATISFACTION OF RIGHTS. All Merger Shares for which the Landway Shares shall
        have been exchanged pursuant to this Article I shall be deemed to have been
        issued in full satisfaction of all rights pertaining to the Landway
        Shares.

      


      (c)   EXCHANGE
        OF CERTIFICATES. All certificates representing Landway Shares converted into
        the
        right to receive Merger Shares pursuant to this Article I shall be furnished
        to
        ILKZ subsequent to delivery thereof to the Exchange Agent pursuant to this
        Agreement.

      


      (d)   CLOSING
        OF TRANSFER BOOKS. On the Effective Date, the stock transfer book of Landway
        shall be deemed to be closed and no transfer of Landway Shares shall thereafter
        be recorded thereon. 

      


      ARTICLE
        II

      REPRESENTATIONS
        AND WARRANTIES OF ILKZ

      


      ILKZ,
        the
Principal
        Shareholder and, where applicable, the Merger Sub hereby jointly and severally
        represent and warrant to Landway and to the Investors, as of the date of
        this
        Agreement, as of the Closing Date and as of the Effective Time, as follows:
        

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  2.01 

              	
                ORGANIZATION,
                  STANDING AND POWER 

              


      

      


      ILKZ
        is a
        corporation duly incorporated, validly existing and in good standing under
        the
        laws of the State of Delaware, and has corporate power and authority to conduct
        its business as presently conducted by it and to enter into and perform this
        Agreement and to carry out the transactions contemplated by this Agreement.
        Merger Sub is a corporation duly incorporated, validly existing and in good
        standing under the laws of the State of Delaware, and has corporate power
        and
        authority to enter into and perform this Agreement and to carry out the
        transactions contemplated by this Agreement. 

      


      
        	
                SECTION
                  2.02

              	
                SUBSIDIARIES

              


      

      


      ILKZ
        owns
        all of the outstanding capital stock of the Merger Sub and of itLinkz
        Corporation, a Delaware corporation (“Operating
        Sub”).
        Other
        than its ownership of the Merger Sub and the Operating Sub, ILKZ does not
        have
        an ownership interest in any Person.  
        Merger
        Sub is a recently formed corporation and prior to the date hereof and through
        the Effective Date, Merger Sub has not and shall not have conducted any
        operating business, become a party to any agreements, or incurred any
        liabilities or obligations. 

      


      
        	
                SECTION
                  2.03

              	
                CAPITALIZATION
                  

              


      

      


      (a)   There
        are
        105,000,045 shares of capital stock of ILKZ authorized, consisting of
        100,000,000 shares of common stock, $0.001 par value per share (the
“ILKZ
        Common Shares”),
        5,000,000 shares of preferred stock, $0.001 par value per share (“ILKZ
        Preferred Shares”) and
        45
        shares of Series A Cumulative Preferred Stock, $500.00 par value per share
        (“Series
        A Preferred Shares”).
        As of
        the date of this Agreement, there are 12,910,470 ILKZ Common Shares issued
        and
        outstanding and 45 Series A Preferred Shares outstanding.

      


      (b)   No
        ILKZ
        Common Shares, ILKZ Preferred Shares or Series A Preferred Shares have been
        reserved for issuance to any Person. Other than an option to purchase 150,000
        common shares held by a member of ILKZ’s Board of Directors, there are no
        outstanding rights, warrants, options or agreements for the purchase of ILKZ
        Common or Preferred Shares except as provided in this Agreement. 

      


      (c)   All
        outstanding ILKZ Common Shares and Series A Preferred Shares are validly
        issued,
        fully paid, non-assessable, not subject to pre-emptive rights and have been
        issued in compliance with all state and federal securities laws or other
        Applicable Law. The Purchased Shares to be purchased by the Investors and
        the
        Series B Preferred Shares issuable to the Landway shareholders pursuant to
        the
        Merger will, when issued pursuant to this Agreement, be duly and validly
        authorized and issued, fully paid and non-assessable.

      


      
        	
                SECTION
                  2.04

              	
                AUTHORITY
                  FOR AGREEMENT 

              


      

      


      The
        execution, delivery, and performance of this Agreement by each of ILKZ and
        Merger Sub has been duly authorized by all necessary corporate and shareholder
        action, and this Agreement, upon its execution by the Parties, will constitute
        the valid and binding obligation of each of ILKZ and the Merger Sub, enforceable
        against each of them in accordance with and subject to its terms, except
        as
        enforceability may be affected by bankruptcy, insolvency or other laws of
        general application affecting the enforcement of creditors' rights. The
        execution and consummation of the transactions contemplated by this Agreement
        and compliance with its provisions by ILKZ and Merger Sub will not violate
        any
        provision of Applicable Law and will not conflict with or result in any breach
        of any of the terms, conditions, or provisions of, or constitute a default
        under, ILKZ's or Merger Sub’s Certificate of Incorporation, or either of their
        Bylaws, in each case as amended, or, in any material respect, any indenture,
        lease, loan agreement or other agreement or instrument to which ILKZ is a
        party
        or by which it or any of its properties is bound, or any decree, judgment,
        order, statute, rule or regulation applicable to ILKZ or Merger Sub.


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  2.05

              	
                FINANCIAL
                  CONDITION

              


      

      


      The
        Annual Report on Form 10-KSB filed by ILKZ for the year ended June 30, 2006
        and
        the Quarterly Reports on Form 10-QSB filed by ILKZ for the periods ended
        September 30, 2006, December 31, 2006 and March 31, 2007 (the “SEC Filings”) are
        true, correct and complete in all material respects, are not misleading and
        do
        not omit to state any material fact which is necessary to make the statements
        contained in such public filings not misleading in any material respect.
        The
        financial statements included in the SEC Filings (the “Financial Statements”)
        were prepared in accordance with generally accepted accounting principles
        and
        fairly reflect the financial condition of ILKZ as of the dates stated and
        the
        results of its operations for the periods presented.

      


      
        	
                SECTION
                  2.06

              	
                ABSENCE
                  OF CERTAIN CHANGES OR EVENTS 

              


      

      


      Since
        March 31, 2007, except (1) as reported in
        the
        Quarterly Report filed by ILKZ
        with the
        Securities and Exchange Commission (“SEC”)
        on
        Form
        10-QSB for the period ending on that date, and (2) as reported in the Current
        Report on Form 8-K filed on April 4, 2007 reporting the reincorporation merger
        of Medical Technology & Innovations, Inc. (a Florida corporation) into
        Itlinkz Group, Inc. (a Delaware corporation) and the changes in capitalization
        that were effected pursuant to that merger as reported in the referenced
        Current
        Report, and (3) except as contemplated by this Agreement:

      


      (a)   there
        has
        not been any Material Adverse Change in the business, operations, properties,
        assets, or condition of ILKZ; 

      


      (b)   ILKZ
        has
        not (i) amended its Articles of Incorporation; (ii) declared or made, or
        agreed
        to declare or make, any payment of dividends or distributions of any assets
        of
        any kind whatsoever to stockholders or purchased or redeemed, or agreed to
        purchase or redeem, any outstanding capital stock; (iii) made any material
        change in its method of management, operation, or accounting; (iv) entered
        into
        any material transaction; or (v) made any accrual or arrangement for payment
        of
        bonuses or special compensation of any kind or any severance or termination
        pay
        to any present or former officer or employee; 

      


      (c)   ILKZ
        has
        not (i) borrowed or agreed to borrow any funds or incurred, or become subject
        to, any material obligation or liability (absolute or contingent) except
        liabilities incurred in the ordinary course of business; (ii) paid any material
        obligation or liability (absolute or contingent) other than current liabilities
        reflected in or shown on the most recent ILKZ balance sheet, and current
        liabilities incurred since that date in the ordinary course of business;
        (iii)
        sold or transferred, or agreed to sell or transfer, any material assets,
        properties, or rights, or canceled, or agreed to cancel, any material debts
        or
        claims; or (iv) made or permitted any material amendment or termination of
        any
        contract, agreement, or license to which it is a party. 

      


      
        	
                SECTION
                  2.07

              	
                GOVERNMENTAL
                  AND THIRD PARTY CONSENTS

              


      

      


      No
        consent, waiver, approval, order or authorization of, or registration,
        declaration or filing with, any court, administrative agency or commission
        or
        other federal, state, county, local or other foreign governmental authority,
        instrumentality, agency or commission or any third party, including a party
        to
        any agreement with ILKZ, the Operating Sub or Merger Sub, is required by
        or with
        respect to ILKZ, the Operating Sub or Merger Sub in connection with the
        execution and delivery of this Agreement or the consummation of the transactions
        contemplated hereby, except for such consents, waivers, approvals, orders,
        authorizations, registrations, declarations and filings as may be required
        under
        (i) applicable securities laws, or (ii) the DGCL.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  2.08

              	
                LITIGATION

              


      

      


      There
        is
        no action, suit, investigation, audit or proceeding pending against, or to
        the
        Knowledge of ILKZ, threatened against or affecting, ILKZ or the Merger Sub
        or
        the Operating Sub or any of their respective assets or properties before
        any
        court or arbitrator or any governmental body, agency or official.

      


      
        	
                SECTION
                  2.09

              	
                INTERESTED
                  PARTY TRANSACTIONS

              


      

      


      Except
        as
        disclosed in the SEC Filings and except for loans made to ILKZ by the Principal
        Shareholder, ILKZ is not indebted to any officer or director of ILKZ, and
        no
        such person is indebted to ILKZ.

      


      
        	
                SECTION
                  2.10

              	
                COMPLIANCE
                  WITH APPLICABLE LAWS 

              


      

      


      To
        the
        Knowledge of ILKZ, the business of each of ILKZ, the Operating Sub and the
        Merger Sub has not been, and is not being, conducted in violation of any
        Applicable Law. 

      


      
        	
                SECTION
                  2.11

              	
                TAX
                  RETURNS AND PAYMENT

              


      

      


      ILKZ
        has
        duly and timely filed all material Tax Returns required to be filed by it
        and
        has duly and timely paid all Taxes shown thereon to be due. Except as disclosed
        in Financial Statements filed by ILKZ with the SEC, there is no material
        claim
        for Taxes that is a Lien against the property of ILKZ other than Liens for
        Taxes
        not yet due and payable, none of which is material. ILKZ has not received
        written notification of any audit of any Tax Return of ILKZ being conducted
        or
        pending by a Tax authority where an adverse determination could have a Material
        Adverse Effect on ILKZ, no extension or waiver of the statute of limitations
        on
        the assessment of any Taxes has been granted by ILKZ which is currently in
        effect, and ILKZ is not a party to any agreement, contract or arrangement
        with
        any Tax authority or otherwise, which may result in the payment of any material
        amount in excess of the amount reflected on the above referenced ILKZ Financial
        Statements.

      


      
        	
                SECTION
                  2.12

              	
                SECURITY
                  LISTING

              


      

      


      ILKZ
        is a
        fully compliant reporting company under the Securities Exchange Act of 1934,
        as
        amended (the “Exchange
        Act”),
        and
        all ILKZ public filings required under the Exchange Act have been made. The
        common stock of ILKZ is listed for quotation on the OTC Bulletin Board. To
        the
        Knowledge of ILKZ, ILKZ has not been threatened or is not subject to removal
        of
        its common stock from the OTC Bulletin Board. 

      


      
        	
                SECTION
                  2.13

              	
                FINDERS’
                  FEES 

              


      

      


      ILKZ
        has
        not incurred, nor will it incur, directly or indirectly, any liability for
        brokers’ or finders’ fees or agents’ commissions or investment bankers’ fees or
        any similar charges in connection with this Agreement or any transaction
        contemplated hereby.

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

      REPRESENTATIONS
        AND WARRANTIES OF LANDWAY

      


      Landway
        hereby represents and warrants to ILKZ and to Merger Sub, as of the date
        of this
        Agreement and as of the Effective Time (except as otherwise indicated), as
        follows: 

      


      
        	
                SECTION
                  3.01

              	
                ORGANIZATION,
                  STANDING AND POWER 

              


      

      


      Landway
        is a privately held corporation duly incorporated, validly existing and in
        good
        standing under the laws of the State of Delaware, and has full corporate
        power
        and authority to conduct its business as presently conducted by it and to
        enter
        into and perform this Agreement and to carry out the transactions contemplated
        by this Agreement. Landway is duly qualified to do business as a foreign
        corporation in each state in which the nature of the business conducted by
        it or
        the character or location of the properties and assets owned or leased by
        it
        make such qualification necessary. 

      


      
        	
                SECTION
                  3.02

              	
                CAPITALIZATION
                  

              


      

      


      There
        are
        100,000,000 shares of Landway capital stock authorized, consisting of
        100,000,000 shares of common stock with $.00001 par value (the “Landway
        Common Shares”).
        As of
        the date of this Agreement, there were 10,000 issued and outstanding Landway
        Common Shares. No Landway Common Shares have been reserved for issuance to
        any
        Person, and there are no outstanding rights, warrants, options or agreements
        for
        the purchase of Landway Common Shares. No Person is entitled to any rights
        with
        respect to the conversion, exchange or delivery of the Landway Common Shares.
        The Landway Common Shares have been issued in compliance with Applicable
        Law.


      


      
        	
                SECTION
                  3.03

              	
                AUTHORITY
                  FOR AGREEMENT 

              


      

      


      The
        execution, delivery and performance of this Agreement by Landway has been
        duly
        authorized by all necessary corporate action, and this Agreement constitutes
        the
        valid and binding obligation of Landway and each of the Investors, enforceable
        against Landway and each Investor in accordance with its terms, except as
        enforceability may be affected by bankruptcy, insolvency or other laws of
        general application affecting the enforcement of creditors' rights. The
        execution and consummation of the transactions contemplated by this Agreement
        and compliance with its provisions by Landway and each of the Investors will
        not
        violate any provision of Applicable Law and will not conflict with or result
        in
        any breach of any of the terms, conditions, or provisions of, or constitute
        a
        default under, Landway’s Certificate of Incorporation or Bylaws, in each case as
        amended, or, to the Knowledge of Landway, in any material respect, any
        indenture, lease, loan agreement or other agreement instrument to which Landway
        or any Investor is a party or by which it or any of them or any of its or
        their
        properties are bound, or any decree, judgment, order, statute, rule or
        regulation applicable to Landway or any Investor. 

      


      
        	
                SECTION
                  3.04

              	
                GOVERNMENTAL
                  OR THIRD PARTY CONSENT

              


      

      


      No
        consent, waiver, approval, order or authorization of, or registration,
        declaration or filing with, any court, administrative agency or commission
        or
        other federal, state, county, local or other foreign governmental authority,
        instrumentality, agency or commission or any third party, including a party
        to
        any agreement with Landway or any Investor, is required by or with respect
        to
        Landway or any of the Investors in connection with the execution and delivery
        of
        this Agreement or the consummation of the transactions contemplated hereby,
        except for such consents, waivers, approvals, orders, authorizations,
        registrations, declarations and filings as may be required under (i) applicable
        securities laws, or (ii) the DGCL.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  3.05

              	
                BUSINESS
                  OPERATIONS AND LIABILITIES -
                  LANDWAY.
                  

              


      

      


      Landway
        has conducted no business operations other than the acquisition of ownership
        of
        the capital stock of Shandong Sishui. Landway has no liabilities other than
        liabilities incurred in the ordinary course that will not exceed $10,000
        on the
        Closing Date. 

      


      
        	
                SECTION
                  3.06.

              	
                ORGANIZATION
                  AND STANDING - SHANDONG SISHUI.
                  

              


      

      


      Shandong
        Sishui is a corporation duly organized, validly existing and in good standing
        under the laws of the People’s Republic of China. Shandong Sishui has full power
        and authority to carry on its business as now conducted and to own and operate
        its assets, properties and business. 

      


      
        	
                SECTION
                  3.07

              	
                OWNERSHIP
                  OF SHANDONG SISHUI SHARES. 

              


      

      


      Landway
        is the owner of one hundred percent (100%) the registered capital stock of
        Shandong Sishui, free and clear of all Liens, encumbrances, and restrictions
        whatsoever. No Person has any right to acquire capital stock of Shandong
        Sishui,
        whether by tender of consideration or otherwise. 

      


      
        	
                SECTION
                  3.08.

              	
                CORPORATE
                  RECORDS. 

              


      

      


      All
        of
        the books and records of each of Landway and Shandong Sishui including, without
        limitation, its books of account, corporate records, minute book, stock
        certificate books and other records are up-to-date, complete and reflect
        accurately and fairly the conduct of its business in all material respects
        since
        its date of incorporation. All reports, returns and statements currently
        required to be filed by either Landway or Shandong Sishui with any government
        agency with respect to the business and operations of Landway or Shandong
        Sishui
        have been filed or valid extensions have been obtained in accordance with
        normal
        procedures and all governmental reporting requirements have been complied
        with.

      


      
        	
                SECTION
                  3.09

              	
                FINANCIAL
                  STATEMENTS - SHANDONG
                  SISHUI

              


      

      


      The
        financial statements of Shandong Sishui for the years ended December 31,
        2006
        and 2005 that will be delivered to ILKZ prior to the Closing will have been
        prepared in accordance with accounting principles generally accepted in the
        United States and will fairly present the financial condition of Shandong
        Sishui
        at the date presented and the results of operations of Shandong Sishui for
        those
        two years. 

      


      
        	
                SECTION
                  3.10

              	
                TAXES.

              


      

      


      Each
        of
        Landway and Shandong Sishui has filed all Tax Returns that it is required
        to
        file with all governmental agencies, wherever situate, and has paid or accrued
        for payment all Taxes as shown on such returns except
        for Taxes being contested in good faith. There is no material claim for Taxes
        that is a Lien against the property of Landway or Shandong Sishui other than
        Liens for Taxes not yet due and payable. All Taxes due and owing by either
        Landway or Shandong Sishui have been paid. Neither Landway or Shandong Sishui
        is
        the beneficiary of any extension of time within which to file any tax
        return.

       

      
        	
                SECTION
                  3.11

              	
                PENDING
                  ACTIONS. 

              


      

      


      There
        are
        no material legal actions, lawsuits, proceedings or investigations, either
        administrative or judicial, pending or threatened, against or affecting Landway,
        Shandong Sishui, or against Shandong Sishui’s Officers or Directors that arose
        out of their operation of Shandong Sishui. Neither Landway, Shandong Sishui,
        nor
        any of Shandong Sishui’s Officers or Directors is subject to any order, writ,
        judgment, injunction, decree, determination or award of any court, arbitrator
        or
        administrative, governmental or regulatory authority or body which would
        be
        likely to have a material adverse effect on the business of Shandong Sishui
        or
        Landway. 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  3.12

              	
                INTELLECTUAL
                  PROPERTY AND INTANGIBLE
                  ASSETS.

              


      

      


      To
        the
        Knowledge of Landway,
        Shandong Sishui has full legal right, title and interest in and to all of
        the
        intellectual property utilized in the operation of its business. Shandong
        Sishui
        has not received any written notice that the rights of any other person are
        violated by the use by Shandong Sishui of the intellectual property. None
        of the
        intellectual property has ever been declared invalid or unenforceable, or
        is the
        subject of any pending or, to the Knowledge of Landway,
        threatened action for opposition, cancellation, declaration, infringement,
        or
        invalidity, unenforceability or misappropriation or like claim, action or
        proceeding.

      


      
        	
                SECTION
                  3.13.

              	
                COMPLIANCE
                  WITH LAWS.
                  

              


      

      


      Shandong
        Sishui's operations have been conducted in all material respects in accordance
        with all applicable statutes, laws, rules and regulations. Shandong Sishui
        is
        not in violation of any law, ordinance or regulation of the People’s Republic of
        China or of any other jurisdiction. Shandong Sishui holds all the environmental,
        health and safety and other permits, licenses, authorizations, certificates
        and
        approvals of governmental authorities (collectively, "Permits") necessary
        or
        proper for the current use, occupancy or operation of its business, and all
        of
        the Permits are now in full force and effect. 

      


      
        	
                SECTION
                  3.14

              	
                FINDERS’
                  FEES

              


      

      


      Neither
        Landway nor Shandong Sishui has incurred, nor will it incur, directly or
        indirectly, any liability for brokers’ or finders’ fees or agents’ commissions
        or investment bankers’ fees or any similar charges in connection with this
        Agreement or any transaction contemplated hereby. 

      


      


      ARTICLE
        IV

      CERTAIN
        COVENANTS AND AGREEMENTS

      


      
        	
                SECTION
                  4.01

              	
                COVENANTS
                  OF LANDWAY

              


      

      


      Landway
        covenants and agrees that, during the period from the date of this Agreement
        until the Closing Date, other than as contemplated by this Agreement or for
        the
        purposes of effecting the Closing pursuant to this Agreement, Landway shall
        conduct and shall cause Shandong Sishui to conduct its business as presently
        operated and solely in the ordinary course, and consistent with such operation,
        and, in connection therewith, without the written consent of ILKZ, neither
        Landway nor the Shandong Sishui shall:

      


      
        	 	
                (a)

              	
                amend
                  its Certificate of Incorporation or
                  Bylaws;

              


      

      


      
        	 	
                (b)

              	
                pay
                  or agree to pay to any employee, officer or director compensation
                  that is
                  in excess of the current compensation level of such employee, officer
                  or
                  director other than salary increases or payments made in the ordinary
                  course of business or as otherwise provided in any contracts or
                  agreements
                  with any such employees;

              


      

      


      
        	 	
                (c)

              	
                merge
                  or consolidate with any other entity or acquire or agree to acquire
                  any
                  other entity; 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	 	
                (d)

              	
                sell,
                  transfer, or otherwise dispose of any material assets required
                  for the
                  operations of Landway’s or Shandong Sishui’s business, except in the
                  ordinary course of business consistent with past
                  practices;

              


      

      


      
        	 	
                (e)

              	
                declare
                  or pay any dividends on or make any distribution of any kind with
                  respect
                  to the Landway Shares (provided that the Shandong Sishui may pay
                  dividends
                  or distributions of any kind to Landway;
                  and

              


      

      


      
        	
              	(f)	
                use
                  commercially reasonable efforts to comply with and not be in default
                  or
                  violation under any known law, regulation, decree or order applicable
                  to
                  Landway’s or Shandong Sishui’s business, operations or assets where such
                  violation would have a Material Adverse Effect on Landway or Shandong
                  Sishui.

              


      

      


      
        	
                SECTION
                  4.02

              	
                COVENANTS
                  OF ILKZ 

              


      

      


      ILKZ
        covenants and agrees that, during the period from the date of this Agreement
        until the Closing Date, ILKZ shall, other than as contemplated by this Agreement
        or for the purposes of effecting the Closing pursuant to this Agreement,
        conduct
        its business as presently operated and solely in the ordinary course, and
        consistent with such operation, and, in connection therewith, without the
        written consent of Landway shall not:

      


      
        	 	
                (a)

              	
                amend
                  its Articles of Incorporation or Bylaws, except to create the Series
                  B
                  Preferred Shares, as provided in Section 1.01
                  (a);

              


      

      


      
        	 	
                (b)

              	
                pay
                  or agree to pay to any employee, officer or director compensation
                  of any
                  kind or amount; 

              


      

      


      
        	 	
                (c)

              	
                merge
                  or consolidate with any other entity or acquire or agree to acquire
                  any
                  other entity; 

              


      

      


      
        	 	
                (d)

              	
                create,
                  incur, assume, or guarantee any material indebtedness for money
                  borrowed
                  except in the ordinary course of business, or create or suffer
                  to exist
                  any mortgage, Lien or other encumbrance on any of its material
                  assets;

              


      

      


      
        	 	
                (e)

              	
                make
                  any material capital expenditure or series of capital expenditures
                  except
                  in the ordinary course of business;

              


      

      


      
        	 	
                (f)

              	
                declare
                  or pay any dividends on or make any distribution of any kind with
                  respect
                  to ILKZ; 

              


      

      


      
        	 	
                (g)

              	
                issue
                  any additional shares of ILKZ capital stock or take any action
                  affecting
                  the capitalization of ILKZ or the ILKZ Common or Preferred Shares;
                  and

              


      

       

      
        	
              	(h)	
                grant
                  any severance or termination pay to any director, officer or any
                  other
                  employees of ILKZ.

              


      

      


      
        	
                SECTION
                  4.03

              	
                COVENANTS
                  OF THE PARTIES

              


      

      


      (a)   Tax-free
        Reorganization.
        The
        Parties intend that the Merger qualify as a Tax-free “reorganization” under
        Sections 368(a) of the Code, as amended, and the Parties will take the position
        for all purposes that the Merger shall qualify as a reorganization under
        such
        Section. In addition, the Parties covenant and agree that they will not engage
        in any action, or fail to take any action, which action or failure to take
        action would reasonably be expected to cause the Merger to fail to qualify
        as a
        Tax-free “reorganization” under Section 368(a) of the Code, whether or not
        otherwise permitted by the provisions of this Agreement; 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (b)   Announcement.
        Neither
        Landway, on the one hand, nor ILKZ on the other hand, shall issue any press
        release or otherwise make any public statement with respect to this Agreement
        or
        the transactions contemplated hereby without the prior consent of the other
        Party (which consent shall not be unreasonably withheld), except as may be
        required by applicable law or securities regulation. Upon execution of this
        Agreement, ILKZ shall issue a press release, which shall be approved by Landway,
        and file a Current Report on Form 8-K reporting the execution of the
        Agreement.

      


      (c)   Notification
        of Certain Matters.
        Landway
        shall give prompt written notice to ILKZ, and ILKZ shall give prompt written
        notice to Landway, of: 

      


      (i)   The
        occurrence or nonoccurrence of any event the occurrence or nonoccurrence
        of
        which would be reasonably likely to cause any representation or warranty
        contained in this Agreement to be untrue or inaccurate in any material respect
        at or prior to the Effective Time; and 

      


      (ii)   Any
        material failure of Landway or any of the Investors on the one hand, or ILKZ,
        on
        the other hand, to comply with or satisfy any covenant, condition or agreement
        to be complied with or satisfied by it hereunder. 

      


      (d)   Reasonable
        Best Efforts.
        Before
        Closing, upon the terms and subject to the conditions of this Agreement,
        the
        Parties agree to use their respective reasonable best efforts to take, or
        cause
        to be taken, all actions, and to do, or cause to be done, all things necessary,
        proper or advisable (subject to applicable laws) to consummate and make
        effective the Share Purchase and the Merger and other transactions contemplated
        by this Agreement as promptly as practicable including, but not limited to:
        

      


      (i)   The
        preparation and filing of all forms, registrations and notices required to
        be
        filed to consummate the Share Purchase and the Merger, including without
        limitation, any approvals, consents, orders, exemptions or waivers by any
        third
        party or governmental entity; and

       

      (ii)   The
        satisfaction of the Party's conditions precedent to Closing. 

      


      (e)   Access
        to Information 

      


      (i)   Inspection
        by Landway.
        ILKZ
        will make available for inspection by Landway, during normal business hours
        and
        in a manner so as not to interfere with normal business operations, all of
        ILKZ’s and the Operating Sub’s records (including tax records), books of
        account, premises, contracts and all other documents in ILKZ’s or the Operating
        Sub’s possession or control that are reasonably requested by Landway to inspect
        and examine the business and affairs of ILKZ. ILKZ will cause its managerial
        employees and regular independent accountants to be available upon reasonable
        advance notice to answer questions of Landway concerning the business and
        affairs of ILKZ. Landway will treat and hold as confidential any information
        it
        receives from ILKZ in the course of the reviews contemplated by this Section
        4.03(e). No examination by Landway will, however, constitute a waiver or
        relinquishment by Landway of its rights to rely on ILKZ’s covenants,
        representations and warranties made herein or pursuant hereto.

      


      (ii)   Inspection
        by ILKZ.
        Landway
        will, if requested, make available for inspection by ILKZ, during normal
        business hours and in a manner so as not to interfere with normal business
        operations, all of Landway’s and Shandong Sishui’s records (including tax
        records), books of account, premises, contracts and all other documents in
        Landway’s possession or control that are reasonably requested by ILKZ to inspect
        and examine the business and affairs of Landway or Shandong Sishui. Landway
        will
        cause its managerial employees and regular independent accountants to be
        available upon reasonable advance notice to answer questions of ILKZ concerning
        the business and affairs of Landway and Shandong Sishui. ILKZ will treat
        and
        hold as confidential any information it receives from Landway in the course
        of
        the reviews contemplated by this Section 4.03(e). No examination by ILKZ
        will,
        however, constitute a waiver or relinquishment by ILKZ of its rights to rely
        on
        Landway’s covenants, representations and warranties made herein or pursuant
        hereto.

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        V

      CONDITIONS
        PRECEDENT

      


      
        	
                SECTION
                  5.01

              	
                CONDITIONS
                  PRECEDENT TO THE PARTIES' OBLIGATIONS


              


      

      


      The
        obligations of the Parties as provided herein shall be subject to each of
        the
        following conditions precedent, unless waived in writing by both ILKZ and
        Landway: 

      


      (a)   Consents,
        Approvals.
        The
        Parties shall have obtained all necessary consents and approvals of their
        respective boards of directors, and all consents, approvals and authorizations
        required under their respective charter documents, and all material consents,
        including any material consents and waivers by the Parties’ respective lenders
        and other third-parties, if necessary, to the consummation of the transactions
        contemplated by this Agreement. 

      


      (b)   Shareholder
        Approval.
        This
        Agreement and the transactions contemplated hereby shall have been approved
        by
        the shareholders of Landway in accordance with the applicable provisions
        of the
        DGCL and its bylaws.

      


      (c)   Absence
        of Certain Litigation.
        No
        action or proceeding shall be threatened or pending before any governmental
        entity or authority which, in the reasonable opinion of counsel for the Parties,
        is likely to result in a restraint, prohibition or the obtaining of damages
        or
        other relief in connection with this Agreement or the consummation of the
        transactions contemplated hereby.

      


      (d)   Operating
        Subsidiary Agreement.
        ILKZ
        shall have entered into an agreement (the “Operating
        Subsidiary Agreement,”
        in the
        form attached hereto as Schedule
        5.01 (d))
        with the
        Operating Sub and the individual identified as the “Manager” in the Operating
        Subsidiary Agreement regarding
        (i) the transfer to the Operating Sub of all of the assets and liabilities
        of
        ILKZ, (ii) the management and operation of the Operating Sub following the
        Closing, (iii) the indemnification by the Operating Sub and by the ILKZ
        Principal Shareholder of ILKZ and Landway (and their respective officers,
        directors and shareholders) from and against all liabilities of the Operating
        Sub existing on the Closing Date or arising thereafter, and (iv) on the
        thirtieth day after the Closing Date, the spinning off of the stock of the
        Operating Sub to the Principal Shareholder in satisfaction of all indebtedness
        of ILKZ to the Principal Shareholder existing on the Closing Date and in
        exchange for the Principal Shareholder’s agreement to indemnify ILKZ and Landway
        against all liabilities of ILKZ arising prior to the Closing and all liabilities
        of the Operating Sub arising at any time.

       

      (e)   Share
        Purchase Option.
        Warner
        Technology & Investment Corp. (“Warner”)
        shall
        have entered into an agreement with James Howson providing for the payment
        of
        the sum of $50,000 to Howson upon execution of the option agreement in
        consideration of the granting by Howson to Warner of an option, exercisable
        any
        time after the Closing, to purchase 700,000 ILKZ Common Shares owned by Howson
        for cash in the amount of $20,000.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  5.02

              	
                CONDITIONS
                  PRECEDENT TO THE OBLIGATIONS OF ILKZ


              


      

      


      The
        obligations of ILKZ on the Closing Date as provided herein shall be subject
        to
        the satisfaction, on or prior to the Closing Date, of the following conditions
        precedent, unless waived in writing by ILKZ: 

      


      (a)   Consents
        and Approvals.
        Landway
        shall have obtained all material consents, including any material consents
        and
        waivers by Landway's lenders and other third parties, if necessary, to the
        consummation of the transactions contemplated by this Agreement. 

      


      (b)   
          Representations
        and Warranties.
        The
        representations and warranties by Landway in Article III herein shall be
        true
        and accurate in all material respects on and as of the Closing Date with
        the
        same force and effect as though such representations and warranties had been
        made at and as of the Closing Date, except to the extent that any changes
        therein are specifically contemplated by this Agreement. 

      


      (c)   Performance.
        Landway
        shall have performed and complied in all material respects with all agreements
        to be performed or complied with by it pursuant to this Agreement at or prior
        to
        the Closing.

      


      (d)   Proceedings
        and Documents.
        All
        corporate, company and other proceedings in connection with the transactions
        contemplated by this Agreement and all documents and instruments incident
        to
        such transactions shall be reasonably satisfactory in substance and form
        to ILKZ
        and its counsel, and ILKZ and its counsel shall have received all such
        counterpart originals (or certified or other copies) of such documents as
        they
        may reasonably request. 

      


      (e)   Certificate
        of Good Standing.
        Landway
        shall have delivered to ILKZ a certificate as to the good standing of Landway
        certified by the Secretary of State of the State of Delaware on or within
        five
        (5) business days prior to the Closing Date. 

      


      (f)   Material
        Changes.
        Except
        as contemplated by this Agreement, since the date hereof, neither Landway
        nor
        the Shandong Sishui shall have suffered a Material Adverse Effect, and, without
        limiting the generality of the foregoing, there shall be no pending litigation
        to which Landway or the Shandong Sishui is a party which is reasonably likely
        to
        have a Material Adverse Effect on Landway or the Shandong Sishui.

      


      (g)   Due
        Diligence.
        ILKZ
        shall have completed to its own satisfaction due diligence in relation to
        Landway, except that this shall cease to be a condition precedent unless
        on or
        prior to June 18, 2007 ILKZ shall have delivered a written notice stating
        that
        it is not satisfied with the results of its due diligence.

      


      (h)   SEC
        Filing.
        No less
        than one week prior to the Closing, Landway shall have delivered to ILKZ
        the
        financial statements, report of Landway’s independent registered public
        accountant, and other information required for inclusion in the Current Report
        that ILKZ will file with the SEC within four business days after the
        Closing.

      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  5.03 

              	
                CONDITIONS
                  PRECEDENT TO THE OBLIGATIONS OF
                  LANDWAY

              


      

      


      The
        obligations of Landway and the Investors on the Closing Date as provided
        herein
        shall be subject to the satisfaction, on or prior to the Closing Date, of
        the
        following conditions precedent, unless waived in writing by Landway and the
        Investors: 

      


      (a)   Consents
        and Approvals.
        ILKZ,
        the Operating Sub and the Merger Sub shall have obtained all material consents,
        including any material consents and waivers of its respective lenders and
        other
        third parties, if necessary, to the consummation of the transactions
        contemplated by this Agreement. 

      


      (b)   Representations
        and Warranties.
        The
        representations and warranties by ILKZ and Merger Sub in Article II herein
        shall
        be true and accurate in all material respects on and as of the Closing Date
        with
        the same force and effect as though such representations and warranties had
        been
        made at and as of the Closing Date, except to the extent that any changes
        therein are specifically contemplated by this Agreement. 

      


      (c)   Performance.
        Each of
        ILKZ and Merger Sub shall have performed and complied in all material respects
        with all agreements to be performed or complied with by it pursuant to this
        Agreement prior to or at the Closing. 

      


      (d)   Proceedings
        and Documents.
        All
        corporate, company and other proceedings in connection with the transactions
        contemplated by this Agreement and all documents and instruments incident
        to
        such transactions shall be reasonably satisfactory in substance and form
        to
        Landway and its counsel, and Landway and its counsel shall have received
        all
        such counterpart originals (or certified or other copies) of such documents
        as
        they may reasonably request. 

      


      (e)   Certificates
        of Good Standing.
        ILKZ
        shall have delivered to Landway a certificate as to its and the Merger Sub’s
        good standing in the State of Delaware, in each case certified by the Secretary
        of State not more than five (5) business days prior to the Closing Date.
        

      


      (f)   Material
        Changes.
        Except
        as contemplated by this Agreement, since the date hereof, neither ILKZ nor
        the
        Merger Sub shall have suffered a Material Adverse Effect and, without limiting
        the generality of the foregoing, there shall be no pending litigation to
        which
        ILKZ, the Operating Sub or the Merger Sub is a party which is reasonably
        likely
        to have a Material Adverse Effect on ILKZ or the Merger Sub.

      


      (g)   Due
        Diligence. Landway
        shall have completed to its own satisfaction due diligence in relation to
        ILKZ,
        except that this shall cease to be a condition precedent unless on or prior
        to
        June 18, 2007 Landway shall have delivered a written notice stating that
        it is
        not satisfied with the results of its due diligence;

      


      (h)   Status
        of ILKZ.
        As at
        the Effective Time of the Merger, ILKZ (i) shall be a fully compliant reporting
        public company under the Exchange Act, and shall be current in all of its
        reports required to be filed under the Exchange Act, (ii) shall not have
        been
        threatened or subject to delisting from the OTC Bulletin Board, and (iii)
        shall
        have outstanding 12,910,470 ILKZ Common Shares (excluding the Purchased Shares)
        and 45 Series A Preferred Shares; and there shall be no other ILKZ Preferred
        Shares outstanding nor, except as provided hereunder, any options, warrants
        or
        rights to acquire capital stock of ILKZ whether for additional consideration
        or
        on conversion.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (i)   Certificate
        of Designation. The
        Board
        of Directors of ILKZ shall have filed in the Office of the Secretary of State
        of
        the State of Delaware a Certificate of Designation of the Series B Preferred
        Shares in the form of Schedule 1.01 (a) hereto. 

      


      (j)   ILKZ
        Board of Directors.
        At the
        Effective Time of the Merger or in accordance with applicable law, all of
        the
        officers and members of the board of directors of ILKZ shall tender their
        resignations as officers and directors of ILKZ, and the vacancies created
        on the
        ILKZ board of directors shall be filled by persons designated by the Board
        of
        Directors of Landway. 

      


      (l)   Information
        Statement.
        No less
        than ten days prior to the Closing, ILKZ shall have filed with the SEC and
        mailed to its shareholders of record an information statement containing
        the
        information required by SEC Rule 14f-1, which shall be provided by
        Landway.

      


      


      ARTICLE
        VI

      TERMINATION

      


      
        	
                SECTION
                  6.01

              	
                TERMINATION
                  

              


      

      


      This
        Agreement may be terminated and the Merger may be abandoned at any time prior
        to
        the Effective Time by: 

      


      (a)   The
        mutual written consent of the Boards of Directors of ILKZ and Landway;


      


      (b)   Either
        ILKZ, on the one hand, or Landway, on the other hand, if any governmental
        entity
        or court of competent jurisdiction shall have issued an order, decree or
        ruling
        or taken any other action (which order, decree, ruling or other action the
        Parties shall use their commercially reasonable best efforts to lift), which
        restrains, enjoins or otherwise prohibits the Share Purchase or the Merger
        or
        the issuance of the Series B Preferred Shares as contemplated herein and
        such
        order, decree, ruling or other action shall have become final and
        non-appealable; 

       

      (c)   ILKZ,
        if
        Landway or any of the Investors shall have breached in any material respect
        any
        of its or his representations, warranties, covenants or other agreements
        contained in this Agreement, and the breach cannot be or has not been cured
        within thirty (30) calendar days after the giving of written notice by ILKZ
        to
        Landway, or by ILKZ, if it is not satisfied with the results of its due
        diligence investigation and it so notifies Landway on or before June 18,
        2007;


      


      (d)   Landway,
        if ILKZ shall have breached in any material respect any of its representations,
        warranties, covenants or other agreements contained in this Agreement, and
        the
        breach cannot be or has not been cured within thirty (30) calendar days after
        the giving of written notice by Landway to ILKZ, or by Landway if it is not
        satisfied with the results of its due diligence investigation and it so notifies
        ILKZ on or before June 18, 2007; or 

      


      (e)   Without
        any action on the part of the Parties if required by Applicable Law or if
        the
        Closing shall not be consummated by July 31, 2007, unless extended by written
        agreement of ILKZ and Landway. 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  6.02

              	
                EFFECT
                  OF TERMINATION 

              


      

      


      If
        this
        Agreement is terminated as provided in Section 6.01, written notice of such
        termination shall be given by the terminating Party to the other Party
        specifying the provision of this Agreement pursuant to which such termination
        is
        made, this Agreement shall become null and void and there shall be no liability
        on the part of ILKZ, Landway or the Investors, provided,
        however, that (a) the provisions of Article VII hereof shall survive the
        termination of this Agreement; (b) nothing in this Agreement shall relieve
        any
        Party from any liability or obligation with respect to any willful breach
        of
        this Agreement; and (c) termination shall not affect accrued rights or
        liabilities of any party at the time of such termination. 

      


      


      ARTICLE
        VII

      CONFIDENTIALITY

      


      
        	
                SECTION
                  7.01

              	
                CONFIDENTIALITY

              


      

      


      ILKZ
        and
        the ILKZ Principal Shareholder, on the one hand, and Landway and the Investors,
        on the other hand, will keep confidential all information and documents obtained
        from the other, including but not limited to any information or documents
        provided pursuant to Section 4.03(e) hereof (except for any information
        disclosed to the public pursuant to a press release authorized by the Parties);
        and in the event the Closing does not occur or this Agreement is terminated
        for
        any reason, will promptly return such documents and all copies of such documents
        and all notes and other evidence thereof, including material stored on a
        computer, and will not use such information for its own advantage, except
        to the
        extent that (i) the information must be disclosed by law, (ii) the information
        becomes publicly available by reason other than disclosure by the Party subject
        to the confidentiality obligation, (iii) the information is independently
        developed without use of or reference to the other Party’s confidential
        information, (iv) the information is obtained from another source not obligated
        to keep such information confidential, or (v) the information is already
        publicly known or known to the receiving Party when disclosed as demonstrated
        by
        written documentation in the possession of such Party at such time.


      


      ARTICLE
        VIII

      INDEMNIFICATION

      


      
        	
                SECTION
                  8.01

              	
                INDEMNIFICATION
                  BY ILKZ

              


      

      


      ILKZ
        and
        the Principal Shareholder agree, jointly and severally, to indemnify, defend
        and
        hold harmless each of Landway, any subsidiary or affiliate thereof and each
        person who is now, or has been at any time prior to the date hereof or who
        becomes prior to the Closing, a shareholder, officer, director or partner
        of
        Landway, any subsidiary or affiliate thereof or an employee of Landway, any
        subsidiary or affiliate thereof and their respective heirs, legal
        representatives, successors and assigns (the “Landway
        Indemnified Parties”)
        against all losses, claims, damages, costs, expenses (including reasonable
        attorneys’ fees), liabilities or judgments or amounts that are paid in
        settlement of or in connection with any threatened or actual third party
        claim,
        action, suit, proceeding or investigation based in whole or in part on or
        arising in whole or in part out of (i) any material breach of this Agreement
        by
        ILKZ, or any subsidiary or affiliate thereof, including but not limited to
        failure of any representation or warranty to be true and correct at or before
        the Closing, or (ii) any willful or grossly negligent act, omission or conduct
        of any officer, director or agent of ILKZ or any subsidiary or affiliate
        thereof
        prior to the Closing, whether asserted or claimed prior to, at or after,
        the
        Closing. Any Landway Indemnified Party wishing to claim indemnification under
        this Section 8.01, upon learning of any such claim, action, suit, proceeding
        or
        investigation, shall notify ILKZ and the Principal Shareholder in writing,
        but
        the failure to so notify shall not relieve ILKZ or the Principal Shareholder
        from any liability that it may have under this Section 8.01, except to the
        extent that such failure would materially prejudice ILKZ.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  8.02

              	
                INDEMNIFICATION
                  BY LANDWAY

              


      

      


      Landway
        shall indemnify, defend and hold harmless each of ILKZ, any subsidiary or
        affiliate thereof and each person who is now, or has been at any time prior
        to
        the date hereof or who becomes prior to the Closing, a shareholder, officer,
        director or partner of ILKZ, any subsidiary or affiliate thereof or an employee
        of ILKZ, any subsidiary or affiliate thereof and their respective heirs,
        legal
        representatives, successors and assigns (the “ILKZ
        Indemnified Parties”)
        against all losses, claims, damages, costs, expenses (including reasonable
        attorneys’ fees), liabilities or judgments or amounts that are paid in
        settlement of or in connection with any threatened or actual third party
        claim,
        action, suit, proceeding or investigation based in whole or in part on or
        arising in whole or in part out of (i) any material breach of this Agreement
        by
        Landway, any Investor or any subsidiary or affiliate thereof, including but
        not
        limited to failure of any representation or warranty to be true and correct
        at
        or before the Closing, or (ii) any willful or negligent act, omission or
        conduct
        of any officer, director or agent of Landway or any subsidiary or affiliate
        thereof prior to the Closing, whether asserted or claimed prior to, at or
        after,
        the Closing. Any ILKZ Indemnified Party wishing to claim indemnification
        under
        this Section 8.02, upon learning of any such claim, action, suit, proceeding
        or
        investigation, shall notify Landway in writing, but the failure to so notify
        shall not relieve Landway from any liability that it may have under this
        Section
        8.02, except to the extent that such failure would materially prejudice
        Landway.

      


      
        	
                SECTION
                  8.03

              	
                INDEMNIFICATION
                  OF EXCHANGE AGENT

              


      

      


      ILKZ,
        Landway, and Merger Sub (for the purposes of this Section 8.03, the
“Indemnitors”)
        agree
        to indemnify the Exchange Agent and his employees and agents (collectively,
        the
“Indemnitees”)
        against, and hold them harmless of and from, any and all loss, liability,
        cost,
        damage and expense, including without limitation, reasonable counsel fees,
        which
        the Indemnitees, or any of them, may suffer or incur by reason of any action,
        claim or proceeding brought against the Indemnitees, or any one of them,
        arising
        out of or relating in any way to the Exchange Agent’s service in such capacity,
        unless such action, claim or proceeding is the result of the willful misconduct
        or gross negligence of any of the Indemnitees.

      


      


      ARTICLE
        IX

      MISCELLANEOUS

      


      
        	
                SECTION
                  9.01

              	
                EXPENSES
                  

              


      

      


      Except
        as
        contemplated by this Agreement, all costs and expenses incurred in connection
        with this Agreement and the consummation of the transactions contemplated
        by
        this Agreement shall be paid by the Party incurring such expenses. 

      


      
        	
                SECTION
                  9.02

              	
                APPLICABLE
                  LAW 

              


      

      


      This
        Agreement shall be governed by the laws of the State of Delaware, without
        giving
        effect to the principles of conflicts of laws thereof, as applied to agreements
        entered into and to be performed in such state. 

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  9.03

              	
                NOTICES
                  

              


      

      


      All
        notices and other communications under this Agreement shall be in writing
        and
        shall be deemed to have been duly given or made as follows: 

      


      (a)   If
        sent
        by reputable overnight air courier (such as Federal Express), 2 business
        days
        after being sent; 

      


      (b)   If
        sent
        by facsimile transmission, with a copy mailed on the same day in the manner
        provided in clause (a) above, when transmitted and receipt is confirmed by
        the
        fax machine; or 

      


      (c)   If
        otherwise actually personally delivered, when delivered. 

      


      All
        notices and other communications under this Agreement shall be sent or delivered
        as follows: 

      


      If
        to
        Landway and/or the Investors, to: 

      


      Huakang
        Zhou

      Landway
        Nano Bio-Tech, Inc.

      18
        Kimberly Court

      East
        Hanover, NJ 07936

      


      Telephone:
        973-462-8777 

      Facsimile:
        973-966-8870

      


      with
        a
        copy to (which shall not constitute notice):

      


      


      


      Telephone:
        

      Facsimile:
        

      


      If
        to
        ILKZ and/or the ILKZ Principal Shareholder, to: 

      


      Jeremy
        P.
        Feakins

      itLinkz
        Group, Inc.

      1800
        Fruitville Pike, Suite 200

      Lancaster,
        PA 17601

      


      Telephone:
        717-
        390-3777

      Facsimile:
        717-390-3776

      


      with
        a
        copy to (which shall not constitute notice):

      


      Robert
        Brantl, Esq.

      52
        Mulligan Lane

      Irvington,
        NY 10533

      Telephone:
        914-693-3026

      Facsimile:
        914-693-1807

      


      Each
        Party may change its address by written notice in accordance with this Section.
        

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                SECTION
                  9.04

              	
                ENTIRE
                  AGREEMENT 

              


      

      


      This
        Agreement (including the documents and instruments referred to in this
        Agreement) contains the entire understanding of the Parties with respect
        to the
        subject matter contained in this Agreement, and supersedes and cancels all
        prior
        agreements, negotiations, correspondence, undertakings and communications
        of the
        Parties, oral or written, respecting such subject matter including the Letter
        of
        Intent made by Landway and ILKZ dated May 11, 2007. 

      


      
        	
                SECTION
                  9.05

              	
                ASSIGNMENT
                  

              


      

      


      Neither
        this Agreement nor any of the rights, interests or obligations under this
        Agreement shall be assigned by any of the Parties (whether by operation of
        law
        or otherwise) without the prior written consent of the other Parties;
provided
        that in
        no event may the right to indemnification provided by Article VIII hereto
        be
        assigned by any of the Parties, with or without consent, except by operation
        of
        law. Subject to the immediately foregoing sentence of this Section 9.05,
        this
        Agreement will be binding upon, inure to the benefit of and be enforceable
        by,
        the Parties and their respective successors, assigns, heirs and
        representatives.

      


      
        	
                SECTION
                  9.06 

              	
                COUNTERPARTS
                  

              


      

      


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

      


      
        	
                SECTION
                  9.07

              	
                NO
                  THIRD PARTY BENEFICIARIES 

              


      

      


      Except
        as
        expressly provided by this Agreement, nothing herein is intended to confer
        upon
        any person or entity not a Party to this Agreement any rights or remedies
        under
        or by reason of this Agreement. 

      


      
        	
                SECTION
                  9.08

              	
                RULES
                  OF CONSTRUCTION 

              


      

      


      The
        Parties agree that they have been represented by counsel during the negotiation
        and execution of this Agreement and, therefore, waive the application of
        any
        law, regulation, holding or rule of construction providing that ambiguities
        in
        an agreement or other document will be construed against the party drafting
        such
        agreement or document.

      


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

      


      ITLINKZ
        GROUP, INC.

      


      


      


      
        	
                By:
                  

              	
                /s/
                  Jeremy P. Feakins

              


      

      
        	
                Name:
                  

              	
                Jeremy
                  P. Feakins

              


      

      
        	
                Title:
                  

              	
                Chief
                  Executive Officer

              


      

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      LANDWAY
        ACQUISITION CORP.

      


      


      
        	
                By:
                  

              	
                /s/
                  Jeremy P. Feakins

              


      

      
        	
                Name:
                  

              	
                Jeremy
                  P. Feakins 

              


      

      
        	
                Title:
                  

              	
                Chief
                  Executive Officer

              


      

      


      


      LANDWAY
        NANO BIO-TECH, INC.

      


       

      


      
        	
                By:
                  

              	
                /s/
                  Huakang Zhou

              


      

      
        	
                Name:
                  

              	
                Huakang
                  Zhou

              


      

      
        	
                Title:
                  

              	
                President
                  

              


      

      


      


      
        	
                INVESTORS

              	
                PRINCIPAL
                  SHAREHOLDER

              
	 	 
	 	 
	
                /s/
                  Huaqin
                  Zhou            
                  

              	
                /s/
                  Jeremy P.
                  Feakins           
                  

              
	
                HUAQIN
                  ZHOU

              	
                JEREMY
                  P. FEAKINS

              
	 	 
	 	 
	 	 
	
                /s/
                  Xiaojin
                  Wang           
                  

              	 
	
                XIAOJIN
                  WANG

              	 


      

      


      


      


      


      


      SCHEDULES:

      


      
        	
                Schedule
                  1.01 (a) 

              	
                Certificate
                  of Designation of Series B Preferred
                  Shares

              


      

      
        	
                Schedule
                  1.01 (b)

              	
                Allocation
                  of Purchased Shares among Investors

              


      

      
        	
                Schedule
                  5.01 (d)

              	
                Operating
                  Subsidiary Agreement

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Share
        Purchase and Merger Agreement

      


      Schedule
        1.01 (b) 

      


      Allocation
        of Purchased Shares among Investors

      


      
        	
                Investor

              	 	
                Shares

              	
                 

              	 	
                Payment

              	 
	
                Huaqin
                  Zhou

              	 	 	
                250

              	 	 	$	
                265,000

              	 
	
                Xiaojin
                  Wang

              	 	 	
                250

              	 	 	$	
                265,000