Unassociated Document


    REDEMPTION
      AGREEMENT

     

    This
      Agreement (the “Agreement”) is made as of the 2nd day of April, 2007 by and
      between Zane Acquisition II, Inc., a Delaware corporation having its offices
      at
9620
      Bridgebrook Dr. Boca Raton, FL 33496
      (the
“Issuer”) and Steven Bettinger, Ivan Spinner and Jarred Shaw (collectively the
“Sellers”).

    


    WITNESSETH:

     

    WHEREAS,
      the Sellers are the owners of 3,000,000 shares of the Issuer’s common stock, par
      value $.0001 per share (“Common Stock”); and

     

    WHEREAS,
      the Sellers desire to sell to the Issuer, and the Issuer desires to purchase
      from the Sellers, 2,850,000 shares of Common Stock owned by the Sellers (the
      “Shares”), on and subject to the terms of this Agreement;

     

    WHEREFORE,
      the parties hereto hereby agree as follows:

     

    1.  Sale
      of the Shares.
      Subject
      to the terms and conditions of this Agreement, and in reliance upon the
      representations, warranties, covenants and agreements contained in this
      Agreement, the Sellers shall sell the Shares to the Issuer, and the Issuer
      shall
      purchase the Shares from the Sellers for an aggregate purchase price (the
“Purchase Price”) equal to thirty-seven thousand five hundred dollars
      ($37,500.00). 

     

    2.  Closing.
      The
      purchase and sale of the Shares shall take place upon execution and delivery
      of
      this Agreement (the “Closing”), to be held at such time and place as shall be
      determined by the parties. At the Closing, the Sellers shall deliver to the
      Issuer certificates for the Shares, duly endorsed in form for transfer to the
      Issuer and the Issuer shall pay the Purchase Price for the Shares. 

     

    3.  Representations
      of Sellers.
      

     

    (a)  The
      Sellers have all necessary power and authority to enter into and to perform
      his
      obligations hereunder. This Agreement constitutes the valid and binding
      obligation of Sellers, enforceable against him in accordance with its terms,
      subject to: (i) laws of general application relating to bankruptcy, insolvency
      and the relief of debtors; and (ii) rules of law governing specific performance,
      injunctive relief and other equitable remedies.

     

    (b)  Sellers
      own all rights, titles and interests in and to, and have the rights to transfer
      to the Issuer, in connection with the redemption provided for herein, all of
      the
      Shares being redeemed by the Issuer, pursuant to the terms of this Agreement,
      free and clear of all liens, security interests, charges and other
      encumbrances.

     

    4.  Representations
      of Issuer

     

    (a)  The
      Issuer is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Colorado.

     

    (b)  The
      Issuer has all necessary corporate power and authority to enter into and to
      perform its obligations under this Agreement, and the execution, delivery and
      performance by the Issuer of this Agreement have been duly authorized by all
      necessary action on the part of the Issuer and its board of directors. This
      Agreement constitutes the valid and binding obligation of the Issuer,
      enforceable against the Issuer in accordance with its terms, subject to: (i)
      laws of general application relating to bankruptcy, insolvency and the relief
      of
      debtors; and (ii) rules of law governing specific performance, injunctive relief
      and other equitable remedies.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Page
      2 of
      2

     

    5.  Miscellaneous.
      This
      Agreement constitutes the entire agreement of the parties, superseding and
      terminating any and all prior or contemporaneous oral and written agreements,
      understandings or letters of intent between or among the parties with respect
      to
      the subject matter of this Agreement. No part of this Agreement may be modified
      or amended, nor may any right be waived, except by a written instrument which
      expressly refers to this Agreement, states that it is a modification or
      amendment of this Agreement and is signed by the parties to this Agreement,
      or,
      in the case of waiver, by the party granting the waiver. If any section, term
      or
      provision of this Agreement shall to any extent be held or determined to be
      invalid or unenforceable, the remaining sections, terms and provisions shall
      nevertheless continue in full force and effect. This Agreement shall be governed
      and construed in accordance with the laws of the State of New York applicable
      to
      agreements executed and to be performed wholly within such State, without regard
      to any principles of conflicts of law. This Agreement shall be binding upon
      the
      parties and their respective heirs, executors, administrators, legal
      representatives, successors and assigns; provided, however, that neither party
      may assign this Agreement or any of its rights under this Agreement without
      the
      prior written consent of the other party. This Agreement may be executed
      simultaneously in two or more counterparts, each of which shall be deemed an
      original but all of which together shall constitute one and the same
      instrument.

     

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

    


    
      	 	
               

               

               

               

              
                /s/
                  Steven
                  Bettingers                             


                
                  Steven
                    Bettingers

                

              

            
	 	
               

               

               

              /s/
                Jared
                Shaw                                       
                  

              Jared
                Shaw

            
	 	
               

               

               

              /s/
                Ivan
                Spinner                                      
                

              Ivan
                Spinner

            
	 	
               

               

              ZANE
                ACQUISITION II, INC..

               

               

              By:
                /s/ Steven Bettinger

              Steven
                Bettinger, President