SHARE
EXCHANGE AGREEMENT


 


 


 


		BETWEEN:	2235150
                                                                                                                                     Ontario
                                                                                                                                     Inc.
                                                                                                                                     (the
                                                                                                                                     "First
                                                                                                                                     Party"),
                                                                                                                                     a
                                                                                                                                     company
                                                                                                                                     organized
                                                                                                                                     and
                                                                                                                                     existing
                                                                                                                                     under
                                                                                                                                     the
                                                                                                                                     laws
                                                                                                                                     of
                                                                                                                                     the
                                                                                                                                     [Province]
                                                                                                                                     of
                                                                                                                                     [Ontario],
                                                                                                                                     with
                                                                                                                                     its
                                                                                                                                     head
                                                                                                                                     office
                                                                                                                                     located
                                                                                                                                     at:



 


2325
Hurrontario St #170

Mississauga Ontario Canada L5A 4K4


And
through


 


The
First Party majority shareholders Andrea Zecevic and Teresa Rubio 


 


 


AND:Saveene
Group Inc (the "Corporation"), a company organized and existing under the laws of the State of Delaware with its
head office located at:





 


30
Eglinton Ave W

Suite 808

Mississauga Ontario

M5H 2W9

Canada


 





THIS
SHARE EXCHANGE AGREEMENT (“Agreement”) is effective as of this 13th day of March, 2013 and supersedes any prior agreements
by and between Saveene Group Corp., organized under the laws of Delaware, (“Purchaser”), the 2235150 Ontario, Inc.,
a corporation organized under the laws of Ontario, the (“Company”) herein by this reference (“Seller”).
The Company, the Purchaser and the Seller shall hereinafter also be referred to individually as a “party” and collectively
as the “parties.”


 


EXPLANATORY
STATEMENT


 


A.The
Company is an Ontario Corporation and its shareholders (“Seller”) is the record and beneficial owner of three (3)
shares of Company common stock or One Hundred (100%) of the outstanding common shares. Seller has represented to Purchaser that
Seller is the rightful majority owner of the Corporation and has the strict authority to sell, hypothecate or exchange its ownership
at will and without restriction.


 


B.The
Seller is the record and beneficial owner of three (3) shares of Company common stock representing One Hundred (100%) ownership
of the Company.


 


C.The
Seller desires to sell, assign, transfer and deliver to the Purchaser, and the Purchaser desires to purchase, all, but not less
than all, of the Seller’s Ownership on the terms and subject to the conditions hereinafter contained.


 


NOW,
THEREFORE, in consideration of the Explanatory Statement that shall be deemed to be a substantive part of this Agreement,
the mutual covenants, promises, agreements, representations and warranties contained in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant, promise, agree,
represent and warrant as follows:





		1.	Exchange.
                                                                                                                        On the
                                                                                                                        terms
                                                                                                                        and subject
                                                                                                                        to the
                                                                                                                        conditions
                                                                                                                        set forth
                                                                                                                        in this
                                                                                                                        Agreement,
                                                                                                                        at the
                                                                                                                        Closing
                                                                                                                        on the
                                                                                                                        Closing
                                                                                                                        Date,
                                                                                                                        Purchaser
                                                                                                                        shall
                                                                                                                        issue
                                                                                                                        to Seller
                                                                                                                        27,500,000
                                                                                                                        shares
                                                                                                                        of Purchaser’s
                                                                                                                        restricted
                                                                                                                        common
                                                                                                                        stock
                                                                                                                        (“Purchaser’s
                                                                                                                        Stock”)
                                                                                                                        for the
                                                                                                                        complete
                                                                                                                        and total
                                                                                                                        ownership
                                                                                                                        of Seller’s
                                                                                                                        stake
                                                                                                                        in the
                                                                                                                        Company;
                                                                                                                        at the
                                                                                                                        Closing
                                                                                                                        on the
                                                                                                                        Closing
                                                                                                                        Date,
                                                                                                                        the Seller
                                                                                                                        shall
                                                                                                                        sell,
                                                                                                                        assign,
                                                                                                                        transfer
                                                                                                                        and deliver
                                                                                                                        to the
                                                                                                                        Purchaser,
                                                                                                                        and the
                                                                                                                        Purchaser
                                                                                                                        shall
                                                                                                                        purchase
                                                                                                                        from the
                                                                                                                        Seller,
                                                                                                                        that number
                                                                                                                        of the
                                                                                                                        Seller’s
                                                                                                                        percentage
                                                                                                                        as is
                                                                                                                        set forth
                                                                                                                        opposite
                                                                                                                        the name
                                                                                                                        of the
                                                                                                                        Seller
                                                                                                                        on Exhibit
                                                                                                                        A.
	 	 	 
	 	2.	Purchase Consideration;
                          Transfer of Securities.






 


		(i)	The
                                                                                                                           full,
                                                                                                                           entire
                                                                                                                           and
                                                                                                                           aggregate
                                                                                                                           purchase
                                                                                                                           consideration
                                                                                                                           that
                                                                                                                           shall
                                                                                                                           be
                                                                                                                           paid
                                                                                                                           at
                                                                                                                           the
                                                                                                                           Closing
                                                                                                                           on
                                                                                                                           the
                                                                                                                           Closing
                                                                                                                           Date
                                                                                                                           by
                                                                                                                           the
                                                                                                                           Purchaser
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Seller
                                                                                                                           for
                                                                                                                           the
                                                                                                                           Seller’s
                                                                                                                           percentage
                                                                                                                           ownership
                                                                                                                           by
                                                                                                                           paying
                                                                                                                           the
                                                                                                                           Seller
                                                                                                                           the
                                                                                                                           number
                                                                                                                           of
                                                                                                                           shares
                                                                                                                           of
                                                                                                                           Purchaser’s
                                                                                                                           common
                                                                                                                           stock
                                                                                                                           (”Purchaser’s
                                                                                                                           Stock”)
                                                                                                                           shown
                                                                                                                           on
                                                                                                                           Exhibit
                                                                                                                           A to
                                                                                                                           be
                                                                                                                           delivered
                                                                                                                           by
                                                                                                                           Purchaser
                                                                                                                           to
                                                                                                                           the
                                                                                                                           Seller.
                                                                                                                           



 


		(ii)	The
                                                                                                                            Seller
                                                                                                                            shall
                                                                                                                            deliver
                                                                                                                            to
                                                                                                                            the
                                                                                                                            Purchaser,
                                                                                                                            at
                                                                                                                            the
                                                                                                                            Closing
                                                                                                                            on
                                                                                                                            the
                                                                                                                            Closing
                                                                                                                            three
                                                                                                                            (3)
                                                                                                                            shares
                                                                                                                            duly
                                                                                                                            endorsed
                                                                                                                            in
                                                                                                                            blank,
                                                                                                                            or
                                                                                                                            accompanied
                                                                                                                            by
                                                                                                                            assignments
                                                                                                                            separate
                                                                                                                            from
                                                                                                                            certificates
                                                                                                                            duly
                                                                                                                            endorsed
                                                                                                                            in
                                                                                                                            blank,
                                                                                                                            with
                                                                                                                            the
                                                                                                                            Seller’s
                                                                                                                            signature
                                                                                                                            guaranteed
                                                                                                                            by
                                                                                                                            a
                                                                                                                            national
                                                                                                                            bank,
                                                                                                                            Concurrently
                                                                                                                            with
                                                                                                                            the
                                                                                                                            delivery
                                                                                                                            by
                                                                                                                            the
                                                                                                                            Seller’s
                                                                                                                            share
                                                                                                                            ownership,
                                                                                                                            the
                                                                                                                            Purchaser
                                                                                                                            shall
                                                                                                                            deliver
                                                                                                                            to
                                                                                                                            the
                                                                                                                            Seller
                                                                                                                            stock
                                                                                                                            certificates
                                                                                                                            representing
                                                                                                                            that
                                                                                                                            number
                                                                                                                            of
                                                                                                                            Purchaser’s
                                                                                                                            Stock
                                                                                                                            shown
                                                                                                                            on
                                                                                                                            Exhibit
                                                                                                                            A
                                                                                                                            to
                                                                                                                            be
                                                                                                                            issued
                                                                                                                            and
                                                                                                                            delivered
                                                                                                                            by
                                                                                                                            Purchaser
                                                                                                                            to
                                                                                                                            the
                                                                                                                            Seller
                                                                                                                            at
                                                                                                                            the
                                                                                                                            Closing.



 


		3.	Closing.
                                                                                                                            The
                                                                                                                            closing
                                                                                                                            of
                                                                                                                            the
                                                                                                                            purchase
                                                                                                                            and
                                                                                                                            sale
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Seller’s
                                                                                                                            percentage
                                                                                                                            provided
                                                                                                                            by
                                                                                                                            this
Agreement (referred to throughout this Agreement as the “Closing”) shall take place at mutually agreed place on or
about March 1, 2013, at such time of day as the parties hereto shall mutually agree. The parties hereto may, by written agreement,
designate a different time or place for the Closing.



 



    	(1)



    	 



    
 











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


 


		a)	Ownership
                                                                                                                             rights
                                                                                                                             representing
                                                                                                                             the
                                                                                                                             Seller’s
                                                                                                                             interest
                                                                                                                             in
                                                                                                                             the
                                                                                                                             manner
                                                                                                                             described
                                                                                                                             in
                                                                                                                             paragraph
                                                                                                                             2.
                                                                                                                             (ii),
                                                                                                                             above,
                                                                                                                             so
                                                                                                                             as
                                                                                                                             to
                                                                                                                             make
                                                                                                                             Purchaser
                                                                                                                             the
                                                                                                                             majority
                                                                                                                             owner
                                                                                                                             thereof,
                                                                                                                             free
                                                                                                                             and
                                                                                                                             clear
                                                                                                                             of
                                                                                                                             all
                                                                                                                             claims
                                                                                                                             and
                                                                                                                             encumbrance.



 


		b)	Any
                                                                                                                             other
                                                                                                                             documents
                                                                                                                             required
                                                                                                                             hereby.



 


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


 


		a)	Certificates
                                                                                                                             representing
                                                                                                                             Purchaser’s
                                                                                                                             Stock
                                                                                                                             issued
                                                                                                                             in
                                                                                                                             the
                                                                                                                             amounts
                                                                                                                             indicated
                                                                                                                             on
                                                                                                                             Exhibit
                                                                                                                             A;
                                                                                                                             and



 


		b)	Any
                                                                                                                             other
                                                                                                                             documents
                                                                                                                             required
                                                                                                                             hereby.
	 	 	 
	4.	 	Representations
and Warranties of The Company and Seller.In order to induce Purchaser to consummate the transactions contemplated by this Agreement, and for the consideration expressed
herein, the receipt and sufficiency of which is hereby acknowledged, the Seller who individually owns Three (3) shares of the
Company, jointly and severally, represent and warrant to Purchaser as follows (the truth and accuracy of each of which representations
and warranties shall constitute a condition precedent to Purchaser’s obligation to close hereunder):






 


 


		a)	Organization
                                                                                                                            and
                                                                                                                            Standing
                                                                                                                            of
                                                                                                                            Company.
                                                                                                                            Company
                                                                                                                            is
                                                                                                                            a
                                                                                                                            corporation
                                                                                                                            duly
                                                                                                                            organized,
                                                                                                                            validly
                                                                                                                            existing
                                                                                                                            and
                                                                                                                            in
                                                                                                                            good
                                                                                                                            standing
                                                                                                                            under
                                                                                                                            the
                                                                                                                            laws
                                                                                                                            Ontario
                                                                                                                            and
                                                                                                                            has
                                                                                                                            all
                                                                                                                            requisite
                                                                                                                            corporate
                                                                                                                            power
                                                                                                                            and
                                                                                                                            authority
                                                                                                                            to
                                                                                                                            own
                                                                                                                            all
                                                                                                                            of
                                                                                                                            its
                                                                                                                            properties
                                                                                                                            and
                                                                                                                            to
                                                                                                                            carry
                                                                                                                            on
                                                                                                                            the
                                                                                                                            business
                                                                                                                            presently
                                                                                                                            being
                                                                                                                            conducted
                                                                                                                            by
                                                                                                                            it.
                                                                                                                            Company
                                                                                                                            is
                                                                                                                            duly
                                                                                                                            qualified
                                                                                                                            to
                                                                                                                            transact
                                                                                                                            business
                                                                                                                            and
                                                                                                                            is
                                                                                                                            in
                                                                                                                            good
                                                                                                                            standing.



 


		b)	No
                                                                                                                            Subsidiaries.
                                                                                                                            Company
                                                                                                                            does
                                                                                                                            not
                                                                                                                            own
                                                                                                                            or
                                                                                                                            control,
                                                                                                                            directly
                                                                                                                            or
                                                                                                                            indirectly,
                                                                                                                            any
                                                                                                                            corporation,
                                                                                                                            association
                                                                                                                            or
                                                                                                                            business
                                                                                                                            organization
                                                                                                                            of
                                                                                                                            any
                                                                                                                            nature.



 


		c)	Capitalization.
                                                                                                                            As
                                                                                                                            of
                                                                                                                            March
                                                                                                                            1,
                                                                                                                            2013,
                                                                                                                            the
                                                                                                                            Company
                                                                                                                            has
                                                                                                                            authorized
                                                                                                                            capitalization
                                                                                                                            of
                                                                                                                            Three
                                                                                                                            (3)
                                                                                                                            shares
                                                                                                                            of
                                                                                                                            capital
                                                                                                                            stock
                                                                                                                            that
                                                                                                                            includes
                                                                                                                            Three
                                                                                                                            (3)shares,
                                                                                                                            par
                                                                                                                            value
                                                                                                                            .01
                                                                                                                            of
                                                                                                                            which
                                                                                                                            Three
                                                                                                                            (3)shares
                                                                                                                            is
                                                                                                                            issued.
                                                                                                                            A
                                                                                                                            complete
                                                                                                                            list
                                                                                                                            of
                                                                                                                            all
                                                                                                                            owners
                                                                                                                            is
                                                                                                                            included
                                                                                                                            on
                                                                                                                            Exhibit
                                                                                                                            A.
                                                                                                                            The
                                                                                                                            Company
                                                                                                                            has
                                                                                                                            no
                                                                                                                            outstanding
                                                                                                                            obligations
                                                                                                                            to
                                                                                                                            issue
                                                                                                                            ownership
                                                                                                                            to
                                                                                                                            any
                                                                                                                            party
                                                                                                                            now,
                                                                                                                            nor
                                                                                                                            will
                                                                                                                            it
                                                                                                                            have
                                                                                                                            on
                                                                                                                            the
                                                                                                                            Closing
                                                                                                                            Date,
                                                                                                                            which
                                                                                                                            are
                                                                                                                            convertible
                                                                                                                            into
                                                                                                                            any
                                                                                                                            form
                                                                                                                            of
                                                                                                                            ownership
                                                                                                                            or
                                                                                                                            debt
                                                                                                                            obligation,
                                                                                                                            nor
                                                                                                                            any
                                                                                                                            outstanding
                                                                                                                            rights,
                                                                                                                            options,
                                                                                                                            warrants,
                                                                                                                            subscriptions
                                                                                                                            or
                                                                                                                            other
                                                                                                                            instruments
                                                                                                                            or
                                                                                                                            understandings
                                                                                                                            entitling
                                                                                                                            the
                                                                                                                            holders
                                                                                                                            thereof
                                                                                                                            to
                                                                                                                            purchase
                                                                                                                            or
                                                                                                                            receive
                                                                                                                            any
                                                                                                                            securities
                                                                                                                            of
                                                                                                                            Company
                                                                                                                            of
                                                                                                                            any
                                                                                                                            kind.
                                                                                                                            Company
                                                                                                                            has
                                                                                                                            no
                                                                                                                            contractual
                                                                                                                            right
                                                                                                                            or
                                                                                                                            obligation
                                                                                                                            to
                                                                                                                            acquire
                                                                                                                            any
                                                                                                                            of
                                                                                                                            the
                                                                                                                            securities
                                                                                                                            from
                                                                                                                            any
                                                                                                                            of
                                                                                                                            its
                                                                                                                            owners
                                                                                                                            or
                                                                                                                            holders.
                                                                                                                            It
                                                                                                                            being
                                                                                                                            understood
                                                                                                                            by
                                                                                                                            the
                                                                                                                            Seller
                                                                                                                            and
                                                                                                                            Company
                                                                                                                            that
                                                                                                                            Purchaser
                                                                                                                            will
                                                                                                                            not
                                                                                                                            assume
                                                                                                                            such
                                                                                                                            obligations
                                                                                                                            or
                                                                                                                            convert
                                                                                                                            them
                                                                                                                            into
                                                                                                                            Purchaser's
                                                                                                                            securities.
                                                                                                                            The
                                                                                                                            exact
                                                                                                                            terms
                                                                                                                            of
                                                                                                                            any
                                                                                                                            obligation
                                                                                                                            or
                                                                                                                            assumption
                                                                                                                            by
                                                                                                                            the
                                                                                                                            Purchaser
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            evidenced
                                                                                                                            in
                                                                                                                            a
                                                                                                                            separate
                                                                                                                            writing(s)
                                                                                                                            between
                                                                                                                            the
                                                                                                                            Purchaser
                                                                                                                            and
                                                                                                                            the
                                                                                                                            individual
                                                                                                                            holders
                                                                                                                            prior
                                                                                                                            to,
                                                                                                                            and
                                                                                                                            subject
                                                                                                                            to,
                                                                                                                            the
                                                                                                                            Closing.
                                                                                                                            



 


		d)	Ownership
                                                                                                                            and
                                                                                                                            Transfer.
                                                                                                                            The
                                                                                                                            Seller,
                                                                                                                            whether
                                                                                                                            Majority
                                                                                                                            or
                                                                                                                            otherwise,
                                                                                                                            shall
                                                                                                                            warrant
                                                                                                                            that
                                                                                                                            they
                                                                                                                            each
                                                                                                                            have
                                                                                                                            good
                                                                                                                            and
                                                                                                                            marketable
                                                                                                                            title,
                                                                                                                            and
                                                                                                                            the
                                                                                                                            unrestricted
                                                                                                                            right
                                                                                                                            and
                                                                                                                            full
                                                                                                                            power,
                                                                                                                            to
                                                                                                                            exchange
                                                                                                                            and
                                                                                                                            deliver
                                                                                                                            to
                                                                                                                            Purchaser
                                                                                                                            the
                                                                                                                            Seller’s
                                                                                                                            ownership
                                                                                                                            pursuant
                                                                                                                            to
                                                                                                                            the
                                                                                                                            provisions
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Agreement.
                                                                                                                            Such
                                                                                                                            Seller’s
                                                                                                                            Shares
                                                                                                                            have
                                                                                                                            been
                                                                                                                            duly
                                                                                                                            and
                                                                                                                            validly
                                                                                                                            issued
                                                                                                                            and
                                                                                                                            are
                                                                                                                            free
                                                                                                                            and
                                                                                                                            clear
                                                                                                                            of
                                                                                                                            all
                                                                                                                            liens,
                                                                                                                            encumbrances,
                                                                                                                            claims,
                                                                                                                            equities
                                                                                                                            and
                                                                                                                            liabilities
                                                                                                                            of
                                                                                                                            every
                                                                                                                            nature
                                                                                                                            and
                                                                                                                            represents
                                                                                                                            One
                                                                                                                            Hundred
                                                                                                                            percent
                                                                                                                            (100%)
                                                                                                                            of
                                                                                                                            the
                                                                                                                            ownership
                                                                                                                            and
                                                                                                                            voting
                                                                                                                            securities
                                                                                                                            of
                                                                                                                            Company
                                                                                                                            so
                                                                                                                            that,
                                                                                                                            at
                                                                                                                            Closing,
                                                                                                                            the
                                                                                                                            Seller’s
                                                                                                                            ownership
                                                                                                                            will
                                                                                                                            represent
                                                                                                                            the
                                                                                                                            entire
                                                                                                                            ownership
                                                                                                                            owned
                                                                                                                            by
                                                                                                                            the
                                                                                                                            Seller.
                                                                                                                            The
                                                                                                                            delivery
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Seller’s
                                                                                                                            ownership
                                                                                                                            to
                                                                                                                            Purchaser
                                                                                                                            will
                                                                                                                            vest
                                                                                                                            in
                                                                                                                            Purchaser
                                                                                                                            all
                                                                                                                            right,
                                                                                                                            title
                                                                                                                            and
                                                                                                                            interest
                                                                                                                            in
                                                                                                                            and
                                                                                                                            to
                                                                                                                            such
                                                                                                                            shares
                                                                                                                            free
                                                                                                                            and
                                                                                                                            clear
                                                                                                                            of
                                                                                                                            all
                                                                                                                            liens,
                                                                                                                            encumbrances,
                                                                                                                            claims,
                                                                                                                            equities
                                                                                                                            and
                                                                                                                            liabilities
                                                                                                                            of
                                                                                                                            every
                                                                                                                            nature.
                                                                                                                            



 


		e)	Financial
                                                                                                                            Statements.
                                                                                                                            The
                                                                                                                            Company
                                                                                                                            has
                                                                                                                            delivered
                                                                                                                            to
                                                                                                                            Purchaser
                                                                                                                            a
                                                                                                                            copy
                                                                                                                            of
                                                                                                                            the
                                                                                                                            latest
                                                                                                                            audited
                                                                                                                            balance
                                                                                                                            sheet
                                                                                                                            of
                                                                                                                            Company
                                                                                                                            as
                                                                                                                            of
                                                                                                                            December
                                                                                                                            31,
                                                                                                                            2012.



 


		f)	Corporate
                                                                                                                            Profile.
                                                                                                                            The
                                                                                                                            Company
                                                                                                                            has
                                                                                                                            delivered
                                                                                                                            a
                                                                                                                            copy
                                                                                                                            of
                                                                                                                            the
                                                                                                                            latest
                                                                                                                            corporate
                                                                                                                            profile
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Company.



 


		g)	Liabilities.
                                                                                                                            Company
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Majority
                                                                                                                            Shareholder
                                                                                                                            do
                                                                                                                            not
                                                                                                                            know
                                                                                                                            of
                                                                                                                            any
                                                                                                                            basis
                                                                                                                            for
                                                                                                                            the
                                                                                                                            assertion
                                                                                                                            against
                                                                                                                            the
                                                                                                                            Company
                                                                                                                            of
                                                                                                                            any
                                                                                                                            material
                                                                                                                            liabilities
                                                                                                                            or
                                                                                                                            obligations,
                                                                                                                            either
                                                                                                                            accrued,
                                                                                                                            absolute,
                                                                                                                            contingent
                                                                                                                            or
                                                                                                                            otherwise
                                                                                                                            which
                                                                                                                            would
                                                                                                                            materially
                                                                                                                            and
                                                                                                                            adversely
                                                                                                                            affect
                                                                                                                            the
                                                                                                                            value
                                                                                                                            and
                                                                                                                            conduct
                                                                                                                            of
                                                                                                                            the
                                                                                                                            business
                                                                                                                            of
                                                                                                                            Company,
                                                                                                                            other
                                                                                                                            than
                                                                                                                            those
                                                                                                                            (i)
                                                                                                                            reflected
                                                                                                                            or
                                                                                                                            reserved
                                                                                                                            against
                                                                                                                            in
                                                                                                                            the
                                                                                                                            Financial
                                                                                                                            Statements,
                                                                                                                            (ii)
                                                                                                                            incurred
                                                                                                                            in
                                                                                                                            the
                                                                                                                            ordinary
                                                                                                                            course
                                                                                                                            of
                                                                                                                            business,
                                                                                                                            or
                                                                                                                            (iii)
                                                                                                                            expressly
                                                                                                                            disclosed
                                                                                                                            in
                                                                                                                            writing
                                                                                                                            to
                                                                                                                            Purchaser
                                                                                                                            in
                                                                                                                            or
                                                                                                                            pursuant
                                                                                                                            to
                                                                                                                            this
                                                                                                                            Agreement.
                                                                                                                            Company
                                                                                                                            does
                                                                                                                            not
                                                                                                                            have
                                                                                                                            any
                                                                                                                            liabilities,
                                                                                                                            debts
                                                                                                                            or
                                                                                                                            obligations
                                                                                                                            not
                                                                                                                            fully
                                                                                                                            and
                                                                                                                            properly
                                                                                                                            reflected
                                                                                                                            or
                                                                                                                            reserved
                                                                                                                            against
                                                                                                                            in
                                                                                                                            the
                                                                                                                            Financial
                                                                                                                            Statements,
                                                                                                                            except
                                                                                                                            liabilities
                                                                                                                            and
                                                                                                                            obligations
                                                                                                                            incurred
                                                                                                                            in
                                                                                                                            the
                                                                                                                            ordinary
                                                                                                                            course
                                                                                                                            of
                                                                                                                            business,
                                                                                                                            which
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            expressly
                                                                                                                            disclosed
                                                                                                                            in
                                                                                                                            writing
                                                                                                                            to
                                                                                                                            Purchaser
                                                                                                                            in
                                                                                                                            or
                                                                                                                            pursuant
                                                                                                                            to
                                                                                                                            this
                                                                                                                            Agreement.



 



    	(2)



    	 



    
 





Absence
of Certain Changes. Since December 31, 2012, there has not occurred (i) any materially adverse change in the assets, liabilities,
capitalization, condition (financial or otherwise), business or prospects of Company, (ii) any damage, destruction or loss (whether
or not covered by insurance) having a materially adverse effect on the assets, condition (financial or otherwise), business or
prospects of Company or (iii) any event or condition, or threat thereof, which does, or reasonably might, have a materially adverse
effect on the assets, condition (financial or otherwise), business or prospects of Company.


 





		a)	Litigation,
                                                                                                                            etc.
                                                                                                                            There
                                                                                                                            is
                                                                                                                            no
                                                                                                                            litigation,
                                                                                                                            proceeding
                                                                                                                            or
                                                                                                                            investigation
                                                                                                                            pending
                                                                                                                            or
                                                                                                                            threatened,
                                                                                                                            to
                                                                                                                            the
                                                                                                                            knowledge
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Company
                                                                                                                            or
                                                                                                                            Seller.
                                                                                                                            



 


		b)	Taxes.
                                                                                                                            All
                                                                                                                            federal,
                                                                                                                            state
                                                                                                                            and
                                                                                                                            local
                                                                                                                            tax
                                                                                                                            returns
                                                                                                                            required
                                                                                                                            by
                                                                                                                            law
                                                                                                                            to
                                                                                                                            be
                                                                                                                            filed
                                                                                                                            by
                                                                                                                            Company
                                                                                                                            have
                                                                                                                            been
                                                                                                                            filed
                                                                                                                            and
                                                                                                                            all
                                                                                                                            federal,
                                                                                                                            state
                                                                                                                            and
                                                                                                                            local
                                                                                                                            taxes
                                                                                                                            (including
                                                                                                                            payroll
                                                                                                                            taxes)
                                                                                                                            have
                                                                                                                            been
                                                                                                                            paid
                                                                                                                            to
                                                                                                                            the
                                                                                                                            extent
                                                                                                                            that
                                                                                                                            such
                                                                                                                            taxes
                                                                                                                            have
                                                                                                                            become
                                                                                                                            due
                                                                                                                            and
                                                                                                                            payable.
                                                                                                                            Company
                                                                                                                            is
                                                                                                                            not
                                                                                                                            delinquent
                                                                                                                            in
                                                                                                                            the
                                                                                                                            payment
                                                                                                                            of
                                                                                                                            any
                                                                                                                            tax
                                                                                                                            assessment,
                                                                                                                            has
                                                                                                                            had
                                                                                                                            no
                                                                                                                            tax
                                                                                                                            deficiencies
                                                                                                                            assessed
                                                                                                                            against
                                                                                                                            it,
                                                                                                                            has
                                                                                                                            received
                                                                                                                            no
                                                                                                                            notice
                                                                                                                            of
                                                                                                                            any
                                                                                                                            such
                                                                                                                            tax
                                                                                                                            deficiencies,
                                                                                                                            and
                                                                                                                            has
                                                                                                                            not
                                                                                                                            executed
                                                                                                                            any
                                                                                                                            waiver
                                                                                                                            of
                                                                                                                            any
                                                                                                                            statute
                                                                                                                            of
                                                                                                                            limitations
                                                                                                                            on
                                                                                                                            the
                                                                                                                            assessment
                                                                                                                            or
                                                                                                                            collection
                                                                                                                            of
                                                                                                                            any
                                                                                                                            tax.



 


		c)	No
                                                                                                                            Violation,
                                                                                                                            etc.
                                                                                                                            Neither
                                                                                                                            the
                                                                                                                            execution
                                                                                                                            or
                                                                                                                            delivery
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Agreement
                                                                                                                            nor
                                                                                                                            the
                                                                                                                            consummation
                                                                                                                            of
                                                                                                                            the
                                                                                                                            transactions
                                                                                                                            contemplated
                                                                                                                            hereby
                                                                                                                            conflicts
                                                                                                                            or
                                                                                                                            will
                                                                                                                            conflict
                                                                                                                            with
                                                                                                                            or
                                                                                                                            result
                                                                                                                            in
                                                                                                                            any
                                                                                                                            breach
                                                                                                                            or
                                                                                                                            violation
                                                                                                                            of
                                                                                                                            or
                                                                                                                            default
                                                                                                                            under
                                                                                                                            any
                                                                                                                            term
                                                                                                                            or
                                                                                                                            condition
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Articles
                                                                                                                            of
                                                                                                                            Incorporation,
                                                                                                                            as
                                                                                                                            amended,
                                                                                                                            of
                                                                                                                            Company
                                                                                                                            or
                                                                                                                            the
                                                                                                                            Bylaws,
                                                                                                                            or
                                                                                                                            any
                                                                                                                            indenture,
                                                                                                                            mortgage,
                                                                                                                            lien,
                                                                                                                            lease,
                                                                                                                            covenant,
                                                                                                                            agreement,
                                                                                                                            contract
                                                                                                                            or
                                                                                                                            other
                                                                                                                            instrument
                                                                                                                            to
                                                                                                                            which
                                                                                                                            Company
                                                                                                                            is
                                                                                                                            a
                                                                                                                            party
                                                                                                                            or
                                                                                                                            is
                                                                                                                            bound,
                                                                                                                            or
                                                                                                                            any
                                                                                                                            order,
                                                                                                                            judgment,
                                                                                                                            decree,
                                                                                                                            ordinance,
                                                                                                                            regulation,
                                                                                                                            or
                                                                                                                            any
                                                                                                                            requirement
                                                                                                                            of
                                                                                                                            law
                                                                                                                            or
                                                                                                                            of
                                                                                                                            any
                                                                                                                            governmental
                                                                                                                            or
                                                                                                                            judicial
                                                                                                                            authority.
                                                                                                                            Company
                                                                                                                            is
                                                                                                                            not
                                                                                                                            in
                                                                                                                            material
                                                                                                                            violation
                                                                                                                            of
                                                                                                                            its
                                                                                                                            amended
                                                                                                                            Articles
                                                                                                                            of
                                                                                                                            Incorporation,
                                                                                                                            its
                                                                                                                            Bylaws
                                                                                                                            or
                                                                                                                            any
                                                                                                                            such
                                                                                                                            covenant,
                                                                                                                            agreement,
                                                                                                                            contract,
                                                                                                                            instrument
                                                                                                                            or
                                                                                                                            requirement.



 


		d)	Brokers.
                                                                                                                            No
                                                                                                                            finder,
                                                                                                                            broker,
                                                                                                                            agent
                                                                                                                            or
                                                                                                                            other
                                                                                                                            intermediary
                                                                                                                            has
                                                                                                                            acted
                                                                                                                            for
                                                                                                                            or
                                                                                                                            on
                                                                                                                            behalf
                                                                                                                            of
                                                                                                                            Seller
                                                                                                                            or
                                                                                                                            Company
                                                                                                                            in
                                                                                                                            connection
                                                                                                                            with
                                                                                                                            the
                                                                                                                            negotiation
                                                                                                                            or
                                                                                                                            consummation
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Agreement
                                                                                                                            or
                                                                                                                            any
                                                                                                                            of
                                                                                                                            the
                                                                                                                            transactions
                                                                                                                            contemplated
                                                                                                                            hereby
                                                                                                                            or
                                                                                                                            with
                                                                                                                            any
                                                                                                                            other
                                                                                                                            proposed
                                                                                                                            acquisition
                                                                                                                            of
                                                                                                                            the
                                                                                                                            stock
                                                                                                                            or
                                                                                                                            assets
                                                                                                                            of
                                                                                                                            Company,
                                                                                                                            nor
                                                                                                                            have
                                                                                                                            Seller
                                                                                                                            incurred
                                                                                                                            or
                                                                                                                            caused
                                                                                                                            to
                                                                                                                            be
                                                                                                                            incurred
                                                                                                                            any
                                                                                                                            liability
                                                                                                                            for
                                                                                                                            any
                                                                                                                            fee
                                                                                                                            or
                                                                                                                            commission
                                                                                                                            in
                                                                                                                            the
                                                                                                                            nature
                                                                                                                            of
                                                                                                                            a
                                                                                                                            finder’s
                                                                                                                            fee,
                                                                                                                            originator’s
                                                                                                                            or
                                                                                                                            broker’s
                                                                                                                            fee
                                                                                                                            in
                                                                                                                            connection
                                                                                                                            with
                                                                                                                            the
                                                                                                                            subject
                                                                                                                            matter
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Agreement,
                                                                                                                            and
                                                                                                                            Seller
                                                                                                                            hereby
                                                                                                                            indemnify
                                                                                                                            Purchaser
                                                                                                                            and
                                                                                                                            agree
                                                                                                                            to
                                                                                                                            hold
                                                                                                                            it
                                                                                                                            harmless,
                                                                                                                            against
                                                                                                                            all
                                                                                                                            liabilities,
                                                                                                                            expenses,
                                                                                                                            costs,
                                                                                                                            losses
                                                                                                                            and
                                                                                                                            claims,
                                                                                                                            if
                                                                                                                            any,
                                                                                                                            arising
                                                                                                                            from
                                                                                                                            the
                                                                                                                            employment
                                                                                                                            by
                                                                                                                            Seller
                                                                                                                            or
                                                                                                                            Company
                                                                                                                            or
                                                                                                                            services
                                                                                                                            rendered
                                                                                                                            by
                                                                                                                            Seller
                                                                                                                            (or
                                                                                                                            any
                                                                                                                            allegation
                                                                                                                            of
                                                                                                                            any
                                                                                                                            such
                                                                                                                            employment
                                                                                                                            or
                                                                                                                            services)
                                                                                                                            of
                                                                                                                            any
                                                                                                                            finder,
                                                                                                                            broker,
                                                                                                                            agent
                                                                                                                            or
                                                                                                                            other
                                                                                                                            intermediary
                                                                                                                            in
                                                                                                                            such
                                                                                                                            connection.



 


		5.	Representations
                                                                                                                        and Warranties
                                                                                                                        by Purchaser.
                                                                                                                        Purchaser
                                                                                                                        hereby
                                                                                                                        represents
                                                                                                                        and warrants
                                                                                                                        to the
                                                                                                                        Sellers
                                                                                                                        as follows:



 


		a)	Brokers.
                                                                                                                            No
                                                                                                                            finder,
                                                                                                                            broker,
                                                                                                                            agent
                                                                                                                            or
                                                                                                                            other
                                                                                                                            intermediary
                                                                                                                            has
                                                                                                                            acted
                                                                                                                            for
                                                                                                                            or
                                                                                                                            on
                                                                                                                            behalf
                                                                                                                            of
                                                                                                                            Purchaser
                                                                                                                            in
                                                                                                                            connection
                                                                                                                            with
                                                                                                                            the
                                                                                                                            negotiations
                                                                                                                            or
                                                                                                                            consummation
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Agreement
                                                                                                                            or
                                                                                                                            of
                                                                                                                            any
                                                                                                                            of
                                                                                                                            the
                                                                                                                            transactions
                                                                                                                            contemplated
                                                                                                                            hereby
                                                                                                                            or
                                                                                                                            with
                                                                                                                            any
                                                                                                                            other
                                                                                                                            acquisition
                                                                                                                            of
                                                                                                                            the
                                                                                                                            stock
                                                                                                                            or
                                                                                                                            assets
                                                                                                                            of
                                                                                                                            Company
                                                                                                                            nor
                                                                                                                            has
                                                                                                                            Purchaser
                                                                                                                            incurred
                                                                                                                            or
                                                                                                                            caused
                                                                                                                            to
                                                                                                                            be
                                                                                                                            incurred
                                                                                                                            any
                                                                                                                            liability
                                                                                                                            for
                                                                                                                            any
                                                                                                                            fee
                                                                                                                            or
                                                                                                                            commission
                                                                                                                            in
                                                                                                                            the
                                                                                                                            nature
                                                                                                                            of
                                                                                                                            a
                                                                                                                            finder’s
                                                                                                                            fee,
                                                                                                                            originator’s
                                                                                                                            fee
                                                                                                                            or
                                                                                                                            broker’s
                                                                                                                            fee
                                                                                                                            in
                                                                                                                            connection
                                                                                                                            with
                                                                                                                            the
                                                                                                                            subject
                                                                                                                            matter
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Agreement,
                                                                                                                            and
                                                                                                                            Purchaser
                                                                                                                            hereby
                                                                                                                            indemnifies
                                                                                                                            Sellers,
                                                                                                                            and
                                                                                                                            agrees
                                                                                                                            to
                                                                                                                            hold
                                                                                                                            them
                                                                                                                            harmless,
                                                                                                                            against
                                                                                                                            all
                                                                                                                            liabilities,
                                                                                                                            expenses,
                                                                                                                            costs,
                                                                                                                            losses
                                                                                                                            and
                                                                                                                            claims,
                                                                                                                            if
                                                                                                                            any,
                                                                                                                            arising
                                                                                                                            from
                                                                                                                            the
                                                                                                                            employment
                                                                                                                            by
                                                                                                                            Purchaser
                                                                                                                            or
                                                                                                                            services
                                                                                                                            rendered
                                                                                                                            to
                                                                                                                            Purchaser
                                                                                                                            (or
                                                                                                                            any
                                                                                                                            allegation
                                                                                                                            of
                                                                                                                            any
                                                                                                                            such
                                                                                                                            employment
                                                                                                                            or
                                                                                                                            services)
                                                                                                                            of
                                                                                                                            any
                                                                                                                            finder,
                                                                                                                            broker,
                                                                                                                            agent
                                                                                                                            or
                                                                                                                            other
                                                                                                                            intermediary
                                                                                                                            in
                                                                                                                            such
                                                                                                                            connection.



 


		b)	Capitalization.
                                                                                                                              As
                                                                                                                              of
                                                                                                                              February
                                                                                                                              1,
                                                                                                                              2013
                                                                                                                              the
                                                                                                                              Purchaser
                                                                                                                              has
                                                                                                                              authorized
                                                                                                                              capitalization
                                                                                                                              of
                                                                                                                              One
                                                                                                                              Hundred
                                                                                                                              (100)
                                                                                                                              shares
                                                                                                                              of
                                                                                                                              capital
                                                                                                                              stock
                                                                                                                              that
                                                                                                                              includes
                                                                                                                              Three
                                                                                                                              (3)common
                                                                                                                              shares,
                                                                                                                              par
                                                                                                                              value
                                                                                                                              .01
                                                                                                                              of
                                                                                                                              which
                                                                                                                              Three
                                                                                                                              (3)shares
                                                                                                                              are
                                                                                                                              issued.
                                                                                                                              A
                                                                                                                              complete
                                                                                                                              list
                                                                                                                              of
                                                                                                                              all
                                                                                                                              owners
                                                                                                                              is
                                                                                                                              included
                                                                                                                              on
                                                                                                                              Exhibit
                                                                                                                              A.
                                                                                                                              The
                                                                                                                              Purchaser
                                                                                                                              has
                                                                                                                              no
                                                                                                                              outstanding
                                                                                                                              obligations
                                                                                                                              to
                                                                                                                              issue
                                                                                                                              ownership
                                                                                                                              to
                                                                                                                              any
                                                                                                                              party
                                                                                                                              now,
                                                                                                                              nor
                                                                                                                              will
                                                                                                                              it
                                                                                                                              have
                                                                                                                              on
                                                                                                                              the
                                                                                                                              Closing
                                                                                                                              Date,
                                                                                                                              which
                                                                                                                              are
                                                                                                                              convertible
                                                                                                                              into
                                                                                                                              any
                                                                                                                              form
                                                                                                                              of
                                                                                                                              ownership
                                                                                                                              or
                                                                                                                              debt
                                                                                                                              obligation,
                                                                                                                              nor
                                                                                                                              any
                                                                                                                              outstanding
                                                                                                                              rights,
                                                                                                                              options,
                                                                                                                              warrants,
                                                                                                                              subscriptions
                                                                                                                              or
                                                                                                                              other
                                                                                                                              instruments
                                                                                                                              or
                                                                                                                              understandings
                                                                                                                              entitling
                                                                                                                              the
                                                                                                                              holders
                                                                                                                              thereof
                                                                                                                              to
                                                                                                                              purchase
                                                                                                                              or
                                                                                                                              receive
                                                                                                                              any
                                                                                                                              securities
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Purchaser
                                                                                                                              of
                                                                                                                              any
                                                                                                                              kind.
                                                                                                                              The
                                                                                                                              Purchaser
                                                                                                                              has
                                                                                                                              no
                                                                                                                              contractual
                                                                                                                              right
                                                                                                                              or
                                                                                                                              obligation
                                                                                                                              to
                                                                                                                              acquire
                                                                                                                              any
                                                                                                                              of
                                                                                                                              the
                                                                                                                              securities
                                                                                                                              from
                                                                                                                              any
                                                                                                                              of
                                                                                                                              its
                                                                                                                              owners
                                                                                                                              or
                                                                                                                              holders.
                                                                                                                              It
                                                                                                                              being
                                                                                                                              understood
                                                                                                                              by
                                                                                                                              the
                                                                                                                              Seller
                                                                                                                              and
                                                                                                                              Purchaser
                                                                                                                              that
                                                                                                                              Seller
                                                                                                                              will
                                                                                                                              not
                                                                                                                              assume
                                                                                                                              such
                                                                                                                              obligations
                                                                                                                              or
                                                                                                                              convert
                                                                                                                              them
                                                                                                                              into
                                                                                                                              Seller’s
                                                                                                                              securities.
                                                                                                                              The
                                                                                                                              exact
                                                                                                                              terms
                                                                                                                              of
                                                                                                                              any
                                                                                                                              obligation
                                                                                                                              or
                                                                                                                              assumption
                                                                                                                              by
                                                                                                                              the
                                                                                                                              Seller
                                                                                                                              shall
                                                                                                                              be
                                                                                                                              evidenced
                                                                                                                              in
                                                                                                                              a
                                                                                                                              separate
                                                                                                                              writing(s)
                                                                                                                              between
                                                                                                                              the
                                                                                                                              Seller
                                                                                                                              and
                                                                                                                              the
                                                                                                                              individual
                                                                                                                              holders
                                                                                                                              prior
                                                                                                                              to,
                                                                                                                              and
                                                                                                                              subject
                                                                                                                              to,
                                                                                                                              the
                                                                                                                              Closing.
                                                                                                                              



 


		c)	Purchaser's
                                                                                                                              Stock.
                                                                                                                              Purchaser
                                                                                                                              hereby
                                                                                                                              warrants
                                                                                                                              that
                                                                                                                              the
                                                                                                                              shares
                                                                                                                              of
                                                                                                                              Purchaser's
                                                                                                                              Stock
                                                                                                                              being
                                                                                                                              exchanged
                                                                                                                              for
                                                                                                                              the
                                                                                                                              Seller’s
                                                                                                                              Shares
                                                                                                                              at
                                                                                                                              Closing
                                                                                                                              has
                                                                                                                              been
                                                                                                                              duly
                                                                                                                              authorized
                                                                                                                              by
                                                                                                                              its
                                                                                                                              Board
                                                                                                                              of
                                                                                                                              Directors
                                                                                                                              and
                                                                                                                              that
                                                                                                                              the
                                                                                                                              delivery
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Purchaser’s
                                                                                                                              Stock
                                                                                                                              to
                                                                                                                              Seller
                                                                                                                              will
                                                                                                                              vest
                                                                                                                              in
                                                                                                                              Seller’s
                                                                                                                              all
                                                                                                                              right,
                                                                                                                              title
                                                                                                                              and
                                                                                                                              interest
                                                                                                                              in
                                                                                                                              and
                                                                                                                              to
                                                                                                                              such
                                                                                                                              Purchaser’s
                                                                                                                              Stock,
                                                                                                                              free
                                                                                                                              and
                                                                                                                              clear
                                                                                                                              of
                                                                                                                              all
                                                                                                                              liens,
                                                                                                                              encumbrances,
                                                                                                                              claims,
                                                                                                                              equities
                                                                                                                              and
                                                                                                                              liabilities
                                                                                                                              of
                                                                                                                              every
                                                                                                                              nature,
                                                                                                                              and
                                                                                                                              that
                                                                                                                              the
                                                                                                                              Purchaser’s
                                                                                                                              Stock
                                                                                                                              has
                                                                                                                              been
                                                                                                                              validly
                                                                                                                              authorized
                                                                                                                              and
                                                                                                                              issued
                                                                                                                              and
                                                                                                                              upon
                                                                                                                              issuance
                                                                                                                              will
                                                                                                                              be
                                                                                                                              fully
                                                                                                                              paid
                                                                                                                              and
                                                                                                                              no
                                                                                                                              assessable.



 






    	(3)



    	 



    
 


		6.	Covenants
                                                                                                                        and Agreements
                                                                                                                        of the
                                                                                                                        Seller.
                                                                                                                        In addition
                                                                                                                        to the
                                                                                                                        covenants
                                                                                                                        and agreements
                                                                                                                        elsewhere
                                                                                                                        set forth
                                                                                                                        herein,
                                                                                                                        Seller
                                                                                                                        covenant
                                                                                                                        and agree
                                                                                                                        as follows:



 


		a)	Conduct
                                                                                                                            of
                                                                                                                            Business
                                                                                                                            Prior
                                                                                                                            to
                                                                                                                            Closing.
                                                                                                                            Seller
                                                                                                                            will
                                                                                                                            cause
                                                                                                                            Company
                                                                                                                            to
                                                                                                                            operate
                                                                                                                            so
                                                                                                                            as:



 


		 	i.                   
                                                                                                                            To
                                                                                                                            carry
                                                                                                                            on
                                                                                                                            its
                                                                                                                            business
                                                                                                                            in
                                                                                                                            substantially
                                                                                                                            the
                                                                                                                            same
                                                                                                                            manner
                                                                                                                            as
                                                                                                                            heretofore
                                                                                                                            carried
                                                                                                                            on,
                                                                                                                            and
                                                                                                                            not
                                                                                                                            to
                                                                                                                            make
                                                                                                                            any
                                                                                                                            purchase
                                                                                                                            or
                                                                                                                            sale,
                                                                                                                            or
                                                                                                                            enter
                                                                                                                            into
                                                                                                                            any
                                                                                                                            agreement
                                                                                                                            or
                                                                                                                            lease
                                                                                                                            (whether
                                                                                                                            as
                                                                                                                            a
                                                                                                                            lessor
                                                                                                                            or
                                                                                                                            lessee),
                                                                                                                            or
                                                                                                                            introduce
                                                                                                                            any
                                                                                                                            new
                                                                                                                            method
                                                                                                                            of
                                                                                                                            management
                                                                                                                            or
                                                                                                                            operation
                                                                                                                            in
                                                                                                                            respect
                                                                                                                            of
                                                                                                                            any
                                                                                                                            such
                                                                                                                            business,
                                                                                                                            except
                                                                                                                            in
                                                                                                                            the
                                                                                                                            ordinary
                                                                                                                            course
                                                                                                                            of
                                                                                                                            business
                                                                                                                            and
                                                                                                                            in
                                                                                                                            a
                                                                                                                            manner
                                                                                                                            not
                                                                                                                            inconsistent
                                                                                                                            with
                                                                                                                            prior
                                                                                                                            practice
                                                                                                                            and
                                                                                                                            with
                                                                                                                            the
                                                                                                                            terms
                                                                                                                            of
                                                                                                                            this
                                                                                                                            Agreement;



 


		 	ii.                   
                                                                                                                            Not
                                                                                                                            to
                                                                                                                            declare
                                                                                                                            or
                                                                                                                            pay
                                                                                                                            any
                                                                                                                            dividend
                                                                                                                            or
                                                                                                                            make
                                                                                                                            any
                                                                                                                            other
                                                                                                                            distribution
                                                                                                                            or
                                                                                                                            payment
                                                                                                                            with
                                                                                                                            respect
                                                                                                                            to
                                                                                                                            its
                                                                                                                            common
                                                                                                                            stock,
                                                                                                                            nor
                                                                                                                            directly
                                                                                                                            or
                                                                                                                            indirectly
                                                                                                                            to
                                                                                                                            redeem,
                                                                                                                            purchase
                                                                                                                            or
                                                                                                                            otherwise
                                                                                                                            acquire
                                                                                                                            any
                                                                                                                            of
                                                                                                                            its
                                                                                                                            Common
                                                                                                                            Stock;



 


		 	iii.                   
                                                                                                                            To
                                                                                                                            maintain
                                                                                                                            and
                                                                                                                            preserve
                                                                                                                            its
                                                                                                                            business
                                                                                                                            organization
                                                                                                                            and
                                                                                                                            goodwill
                                                                                                                            intact
                                                                                                                            and
                                                                                                                            maintain
                                                                                                                            its
                                                                                                                            relationships
                                                                                                                            with
                                                                                                                            suppliers,
                                                                                                                            customers
                                                                                                                            (including
                                                                                                                            lessees),
                                                                                                                            creditors,
                                                                                                                            employees
                                                                                                                            and
                                                                                                                            others
                                                                                                                            having
                                                                                                                            business
                                                                                                                            relationships
                                                                                                                            with
                                                                                                                            it;



 


		 	iv.                   
                                                                                                                            To
                                                                                                                            take
                                                                                                                            such
                                                                                                                            action
                                                                                                                            as
                                                                                                                            may
                                                                                                                            be
                                                                                                                            necessary
                                                                                                                            to
                                                                                                                            maintain,
                                                                                                                            preserve,
                                                                                                                            renew
                                                                                                                            and
                                                                                                                            keep
                                                                                                                            in
                                                                                                                            full
                                                                                                                            force
                                                                                                                            and
                                                                                                                            affect
                                                                                                                            its
                                                                                                                            corporate
                                                                                                                            existence,
                                                                                                                            rights
                                                                                                                            and
                                                                                                                            franchises.



 






	7.	Survival
of Representations and Indemnification.
	 	 	 
		a)	Survival.
                                                                                                                            All
                                                                                                                            material
                                                                                                                            statements
                                                                                                                            contained
                                                                                                                            in
                                                                                                                            any
                                                                                                                            Exhibit,
                                                                                                                            Schedule,
                                                                                                                            document,
                                                                                                                            certificate
                                                                                                                            or
                                                                                                                            other
                                                                                                                            instrument
                                                                                                                            delivered
                                                                                                                            by
                                                                                                                            or
                                                                                                                            on
                                                                                                                            behalf
                                                                                                                            of
                                                                                                                            any
                                                                                                                            party
                                                                                                                            hereto,
                                                                                                                            or
                                                                                                                            in
                                                                                                                            connection
                                                                                                                            with
                                                                                                                            the
                                                                                                                            transactions
                                                                                                                            contemplated
                                                                                                                            hereby,
                                                                                                                            shall
                                                                                                                            be
                                                                                                                            deemed
                                                                                                                            to
                                                                                                                            be
                                                                                                                            representations
                                                                                                                            and
                                                                                                                            warranties
                                                                                                                            made
                                                                                                                            pursuant
                                                                                                                            to
                                                                                                                            this
                                                                                                                            Agreement
                                                                                                                            by
                                                                                                                            such
                                                                                                                            party
                                                                                                                            along
                                                                                                                            with
                                                                                                                            the
                                                                                                                            representations
                                                                                                                            and
                                                                                                                            warranties
                                                                                                                            made
                                                                                                                            pursuant
                                                                                                                            to
                                                                                                                            this
                                                                                                                            Agreement,
                                                                                                                            and
                                                                                                                            shall
                                                                                                                            survive
                                                                                                                            the
                                                                                                                            consummation
                                                                                                                            of
                                                                                                                            the
                                                                                                                            transactions
                                                                                                                            contemplated
                                                                                                                            by
                                                                                                                            this
                                                                                                                            Agreement
                                                                                                                            and
                                                                                                                            the
                                                                                                                            investigations
                                                                                                                            made
                                                                                                                            by
                                                                                                                            or
                                                                                                                            on
                                                                                                                            behalf
                                                                                                                            of
                                                                                                                            any
                                                                                                                            of
                                                                                                                            the
                                                                                                                            parties.



  


		8.	Termination
                                                                                                                        of Agreement.
                                                                                                                        Anything
                                                                                                                        herein
                                                                                                                        to the
                                                                                                                        contrary
                                                                                                                        notwithstanding,
                                                                                                                        this Agreement
                                                                                                                        and the
                                                                                                                        transaction
                                                                                                                        contemplated
                                                                                                                        by this
                                                                                                                        Agreement
                                                                                                                        shall
                                                                                                                        automatically
                                                                                                                        terminate,
                                                                                                                        without
                                                                                                                        any notice,
                                                                                                                        demand
                                                                                                                        or action
                                                                                                                        by any
                                                                                                                        party
                                                                                                                        hereto,
                                                                                                                        if the
                                                                                                                        Closing
                                                                                                                        does not
                                                                                                                        occur
                                                                                                                        on or
                                                                                                                        before
                                                                                                                        the close
                                                                                                                        of business
                                                                                                                        on the
                                                                                                                        Closing
                                                                                                                        Date or
                                                                                                                        any extension
                                                                                                                        of the
                                                                                                                        Closing
                                                                                                                        date pursuant
                                                                                                                        to paragraph
                                                                                                                        3 hereof
                                                                                                                        as extended.
                                                                                                                        In the
                                                                                                                        event
                                                                                                                        that any
                                                                                                                        party
                                                                                                                        hereto
                                                                                                                        shall
                                                                                                                        fail to
                                                                                                                        perform
                                                                                                                        any obligation
                                                                                                                        required
                                                                                                                        by this
                                                                                                                        Agreement
                                                                                                                        in a timely
                                                                                                                        fashion,
                                                                                                                        then any
                                                                                                                        of the
                                                                                                                        other
                                                                                                                        parties
                                                                                                                        may terminate
                                                                                                                        this Agreement
                                                                                                                        to the
                                                                                                                        extent
                                                                                                                        of such
                                                                                                                        party’s
                                                                                                                        obligations
                                                                                                                        hereunder.
                                                                                                                        If there
                                                                                                                        has been
                                                                                                                        a material
                                                                                                                        breach
                                                                                                                        or misrepresentation
                                                                                                                        by any
                                                                                                                        party
                                                                                                                        hereto,
                                                                                                                        and such
                                                                                                                        party
                                                                                                                        has failed
                                                                                                                        to cure
                                                                                                                        or rectify
                                                                                                                        such breach
                                                                                                                        or misrepresentation
                                                                                                                        within
                                                                                                                        20 days
                                                                                                                        of receiving
                                                                                                                        notice
                                                                                                                        of such
                                                                                                                        material
                                                                                                                        breach
                                                                                                                        or misrepresentation,
                                                                                                                        then the
                                                                                                                        party
                                                                                                                        who detected
                                                                                                                        or suspected
                                                                                                                        the material
                                                                                                                        breach
                                                                                                                        or misrepresentation
                                                                                                                        may terminate
                                                                                                                        his, her
                                                                                                                        or its
                                                                                                                        obligations
                                                                                                                        hereunder.
                                                                                                                        This Agreement
                                                                                                                        may also
                                                                                                                        be terminated
                                                                                                                        by the
                                                                                                                        mutual
                                                                                                                        written
                                                                                                                        consent
                                                                                                                        of all
                                                                                                                        parties
                                                                                                                        hereto.



 


		9.	Notices.
                                                                                                                        Any notice
                                                                                                                        or other
                                                                                                                        communication
                                                                                                                        required
                                                                                                                        or permitted
                                                                                                                        hereunder
                                                                                                                        shall
                                                                                                                        be in
                                                                                                                        writing
                                                                                                                        and shall
                                                                                                                        be deemed
                                                                                                                        to have
                                                                                                                        been given
                                                                                                                        if placed
                                                                                                                        in the
                                                                                                                        United
                                                                                                                        States
                                                                                                                        mail,
                                                                                                                        registered
                                                                                                                        or certified,
                                                                                                                        postage
                                                                                                                        prepaid
                                                                                                                        or, if
                                                                                                                        personally
                                                                                                                        delivered,
                                                                                                                        addressed
                                                                                                                        as follows:



 






    	(4)



    	 



    
 





If
to Purchaser, to:


 


Saveene
Group Corp.


30
Eglinton Avenue


Suite
808


Mississauga,
ON L4Z 3X3


866
520 2370


 


 


If
to Company, to:


 


30
Eglinton Ave W

Suite 808

Mississauga Ontario

M5H 2W9

Canada


 


		10.	Costs
                                                                                                                         and Expenses.
                                                                                                                         All costs
                                                                                                                         and expenses
                                                                                                                         incurred
                                                                                                                         in conducting
                                                                                                                         the purchase
                                                                                                                         and sale
                                                                                                                         described
                                                                                                                         in this
                                                                                                                         Agreement
                                                                                                                         in the
                                                                                                                         manner
                                                                                                                         prescribed
                                                                                                                         by this
                                                                                                                         Agreement
                                                                                                                         shall
                                                                                                                         be borne
                                                                                                                         by Purchaser
                                                                                                                         and Sellers
                                                                                                                         in the
                                                                                                                         following
                                                                                                                         manner:
                                                                                                                         100%
                                                                                                                         by Purchaser.



 


		11.	Entire
                                                                                                                         Agreement;
                                                                                                                         Modifications;
                                                                                                                         Waiver.
                                                                                                                         This
                                                                                                                         Agreement
                                                                                                                         constitutes
                                                                                                                         the entire
                                                                                                                         agreement
                                                                                                                         among
                                                                                                                         the parties
                                                                                                                         hereto
                                                                                                                         pertaining
                                                                                                                         to the
                                                                                                                         subject
                                                                                                                         matter
                                                                                                                         hereof
                                                                                                                         and supersedes
                                                                                                                         all prior
                                                                                                                         and contemporaneous
                                                                                                                         agreements,
                                                                                                                         understandings,
                                                                                                                         negotiations
                                                                                                                         and discussions
                                                                                                                         whether
                                                                                                                         oral
                                                                                                                         or written.
                                                                                                                         No supplement,
                                                                                                                         modification,
                                                                                                                         waiver
                                                                                                                         or termination
                                                                                                                         of this
                                                                                                                         Agreement,
                                                                                                                         or any
                                                                                                                         provision
                                                                                                                         hereof,
                                                                                                                         shall
                                                                                                                         be binding
                                                                                                                         unless
                                                                                                                         executed
                                                                                                                         in writing
                                                                                                                         by the
                                                                                                                         parties
                                                                                                                         to be
                                                                                                                         bound
                                                                                                                         thereby.
                                                                                                                         No waiver
                                                                                                                         of any
                                                                                                                         of the
                                                                                                                         provisions
                                                                                                                         of this
                                                                                                                         Agreement
                                                                                                                         shall
                                                                                                                         constitute
                                                                                                                         a waiver
                                                                                                                         of any
                                                                                                                         other
                                                                                                                         provision
                                                                                                                         (whether
                                                                                                                         or not
                                                                                                                         similar),
                                                                                                                         nor shall
                                                                                                                         such
                                                                                                                         waiver
                                                                                                                         constitute
                                                                                                                         a continuing
                                                                                                                         waiver
                                                                                                                         unless
                                                                                                                         otherwise
                                                                                                                         expressly
                                                                                                                         provided.



 


		12.	Headings.
                                                                                                                         Paragraph
                                                                                                                         and Subparagraph
                                                                                                                         headings
                                                                                                                         are not
                                                                                                                         to be
                                                                                                                         considered
                                                                                                                         part
                                                                                                                         of this
                                                                                                                         Agreement,
                                                                                                                         are included
                                                                                                                         solely
                                                                                                                         for convenience
                                                                                                                         and are
                                                                                                                         not intended
                                                                                                                         to be
                                                                                                                         full
                                                                                                                         or accurate
                                                                                                                         descriptions
                                                                                                                         of the
                                                                                                                         content
                                                                                                                         hereof.



 


		13.	Attachments.
                                                                                                                         Exhibits,
                                                                                                                         Schedules
                                                                                                                         and other
                                                                                                                         documents
                                                                                                                         referred
                                                                                                                         to in
                                                                                                                         this
                                                                                                                         Agreement
                                                                                                                         are an
                                                                                                                         integral
                                                                                                                         part
                                                                                                                         hereof
                                                                                                                         and each
                                                                                                                         and every
                                                                                                                         one of
                                                                                                                         them
                                                                                                                         is hereby
                                                                                                                         incorporated
                                                                                                                         by reference
                                                                                                                         into
                                                                                                                         this
                                                                                                                         Agreement.



 


		14.	Binding
                                                                                                                         Effect.
                                                                                                                         All of
                                                                                                                         the terms
                                                                                                                         and provisions
                                                                                                                         of this
                                                                                                                         Agreement
                                                                                                                         shall
                                                                                                                         be binding
                                                                                                                         upon
                                                                                                                         and shall
                                                                                                                         inure
                                                                                                                         to the
                                                                                                                         benefit
                                                                                                                         of the
                                                                                                                         parties
                                                                                                                         hereto,
                                                                                                                         their
                                                                                                                         respective
                                                                                                                         successors
                                                                                                                         and assigns,
                                                                                                                         and the
                                                                                                                         heirs
                                                                                                                         and legal
                                                                                                                         representatives
                                                                                                                         of Purchaser.



 


		15.	Effect
                                                                                                                         of Termination.
                                                                                                                         Termination
                                                                                                                         of this
                                                                                                                         Agreement
                                                                                                                         pursuant
                                                                                                                         to any
                                                                                                                         of its
                                                                                                                         provisions
                                                                                                                         shall
                                                                                                                         be without
                                                                                                                         prejudice
                                                                                                                         to any
                                                                                                                         other
                                                                                                                         rights
                                                                                                                         or remedies
                                                                                                                         of the
                                                                                                                         respective
                                                                                                                         parties
                                                                                                                         at law
                                                                                                                         or in
                                                                                                                         equity.



 


		16.	Severability.
                                                                                                                         All clauses
                                                                                                                         of this
                                                                                                                         Agreement
                                                                                                                         are distinct
                                                                                                                         and severable
                                                                                                                         and if
                                                                                                                         any clause
                                                                                                                         shall
                                                                                                                         be held
                                                                                                                         to be
                                                                                                                         invalid
                                                                                                                         or illegal,
                                                                                                                         that
                                                                                                                         determination
                                                                                                                         shall
                                                                                                                         not affect
                                                                                                                         the validity
                                                                                                                         or legality
                                                                                                                         of the
                                                                                                                         remainder
                                                                                                                         of this
                                                                                                                         Agreement.



 


		17.	Governing
                                                                                                                         Law.
                                                                                                                         This
                                                                                                                         Agreement
                                                                                                                         shall
                                                                                                                         be governed
                                                                                                                         by the
                                                                                                                         laws
                                                                                                                         of the
                                                                                                                         State
                                                                                                                         of Delaware



		18.	Arbitration.
                                                                                                                         The parties
                                                                                                                         hereto
                                                                                                                         agree
                                                                                                                         to exclusively
                                                                                                                         submit
                                                                                                                         any controversy
                                                                                                                         or claim
                                                                                                                         in any
                                                                                                                         way arising
                                                                                                                         from
                                                                                                                         this
                                                                                                                         Agreement,
                                                                                                                         the parties’
                                                                                                                         relationship,
                                                                                                                         the sale
                                                                                                                         of any
                                                                                                                         product,
                                                                                                                         or any
                                                                                                                         intellectual
                                                                                                                         property
                                                                                                                         of the
                                                                                                                         parties
                                                                                                                         (including
                                                                                                                         validity)
                                                                                                                         to confidential
                                                                                                                         binding
                                                                                                                         arbitration
                                                                                                                         in Delaware
                                                                                                                         County,
                                                                                                                         Delaware,
                                                                                                                         by a
                                                                                                                         single
                                                                                                                         attorney.
                                                                                                                         Such
                                                                                                                         arbitration
                                                                                                                         shall
                                                                                                                         be conducted
                                                                                                                         pursuant
                                                                                                                         to the
                                                                                                                         Commercial
                                                                                                                         Arbitration
                                                                                                                         Rules
                                                                                                                         (CAR’s)
                                                                                                                         of the
                                                                                                                         American
                                                                                                                         Arbitration
                                                                                                                         Association
                                                                                                                         (AAA)
                                                                                                                         modified
                                                                                                                         for efficiency
                                                                                                                         and to:
                                                                                                                         a) avoid
                                                                                                                         the involvement
                                                                                                                         of the
                                                                                                                         AAA,
                                                                                                                         b) provide
                                                                                                                         for the
                                                                                                                         minimal
                                                                                                                         amount
                                                                                                                         of discovery
                                                                                                                         and other
                                                                                                                         pre-hearing
                                                                                                                         procedures
                                                                                                                         consistent
                                                                                                                         with
                                                                                                                         a fair
                                                                                                                         resolution
                                                                                                                         of the
                                                                                                                         dispute,
                                                                                                                         and c)
                                                                                                                         to endeavor
                                                                                                                         for the
                                                                                                                         dispute
                                                                                                                         to be
                                                                                                                         resolved
                                                                                                                         within
                                                                                                                         180 days
                                                                                                                         of the
                                                                                                                         arbitrator’s
                                                                                                                         appointment
                                                                                                                         unless
                                                                                                                         the arbitrator
                                                                                                                         determines
                                                                                                                         that
                                                                                                                         justice
                                                                                                                         requires
                                                                                                                         otherwise.
                                                                                                                         Any arbitration
                                                                                                                         award
                                                                                                                         shall
                                                                                                                         be entered
                                                                                                                         upon
                                                                                                                         request
                                                                                                                         of either
                                                                                                                         party
                                                                                                                         in any
                                                                                                                         court
                                                                                                                         in the
                                                                                                                         state
                                                                                                                         of Colorado.
                                                                                                                         For further
                                                                                                                         efficiency,
                                                                                                                         selection
                                                                                                                         of the
                                                                                                                         arbitrator
                                                                                                                         shall
                                                                                                                         be made
                                                                                                                         promptly
                                                                                                                         by two
                                                                                                                         independent
                                                                                                                         and disinterested
                                                                                                                         attorneys,
                                                                                                                         one of
                                                                                                                         which
                                                                                                                         may be
                                                                                                                         selected
                                                                                                                         by each
                                                                                                                         party.
                                                                                                                         Further,
                                                                                                                         in any
                                                                                                                         arbitration
                                                                                                                         proceeding,
                                                                                                                         each
                                                                                                                         party
                                                                                                                         agrees
                                                                                                                         that
                                                                                                                         the prevailing
                                                                                                                         party
                                                                                                                         may be
                                                                                                                         awarded
                                                                                                                         its share
                                                                                                                         of the
                                                                                                                         arbitrator’s
                                                                                                                         fees
                                                                                                                         and costs
                                                                                                                         and its
                                                                                                                         attorney’s
                                                                                                                         fees
                                                                                                                         and costs
                                                                                                                         in addition
                                                                                                                         to any
                                                                                                                         appropriate
                                                                                                                         award.
                                                                                                                         In the
                                                                                                                         event
                                                                                                                         any claim
                                                                                                                         or controversy
                                                                                                                         arises
                                                                                                                         which
                                                                                                                         is not
                                                                                                                         subject
                                                                                                                         to binding
                                                                                                                         arbitration
                                                                                                                         under
                                                                                                                         this
                                                                                                                         section,
                                                                                                                         the parties
                                                                                                                         agree
                                                                                                                         to submit
                                                                                                                         to exclusive
                                                                                                                         jurisdiction
                                                                                                                         and venue
                                                                                                                         for the
                                                                                                                         resolution
                                                                                                                         of such
                                                                                                                         dispute
                                                                                                                         by a
                                                                                                                         judge,
                                                                                                                         either
                                                                                                                         in the
                                                                                                                         District
                                                                                                                         Court
                                                                                                                         of Denver
                                                                                                                         County,
                                                                                                                         Colorado,
                                                                                                                         or to
                                                                                                                         the extent
                                                                                                                         necessary
                                                                                                                         in federal
                                                                                                                         court
                                                                                                                         in the
                                                                                                                         District
                                                                                                                         of Colorado.



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



 


		20.	Publicity.
                                                                                                                         All notices
                                                                                                                         to third
                                                                                                                         parties
                                                                                                                         and all
                                                                                                                         other
                                                                                                                         publicity
                                                                                                                         concerning
                                                                                                                         the transactions
                                                                                                                         contemplated
                                                                                                                         by this
                                                                                                                         Agreement
                                                                                                                         shall
                                                                                                                         be released
                                                                                                                         only
                                                                                                                         with
                                                                                                                         the written
                                                                                                                         consent
                                                                                                                         of the
                                                                                                                         Majority
                                                                                                                         Shareholders
                                                                                                                         and the
                                                                                                                         Purchaser.



 





		21.	No
                                                                                                                         Assignment.
                                                                                                                         Neither
                                                                                                                         this
                                                                                                                         Agreement
                                                                                                                         nor any
                                                                                                                         interest
                                                                                                                         therein
                                                                                                                         shall
                                                                                                                         be assigned
                                                                                                                         by Purchaser
                                                                                                                         or any
                                                                                                                         Shareholder
                                                                                                                         without
                                                                                                                         the prior
                                                                                                                         written
                                                                                                                         consent
                                                                                                                         of the
                                                                                                                         other
                                                                                                                         parties
                                                                                                                         hereto.



 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be entered into on the date and year first set forth above.


 


PURCHASER:


 


Saveene
Group Corp.


 


By:
______________________


 


Andrea
Zecevic, President


 


 


COMPANY:


 


2235150
Ontario, Inc.


 


By:
______________________


 


Teresa
Rubio, President  


 



    	(5)



    	 



    
 


 


EXHIBIT
A


 


 





	BUYER:	SHARES OWNED
	 	 
	2235150 Ontario, Inc.	see below



 





 


The
Company has authorized capitalization of Three (3) shares of capital stock that includes Three (3)shares, par value .01 of which
Three (3)shares is issued.


 


 


	SELLER:	SHARES OWNED
	 	 
	List of sellers	3 (100%)
	Andrea Zecevic	 
	Teresa Rubio	 







 


 





	Name	Shares to Exchange	Shares to be Received
	 	 	 
	22351510 Ontario, Inc.	3	27,500,000
	 	 	 
	Saveene Group Corp.	27,500,000	3