SHARE
      EXCHANGE AGREEMENT

    


    SHARE
      EXCHANGE AGREEMENT,
      dated
      as of February 14, 2007
      (the
      “Agreement”), by and among ARMITAGE MINING CORP. , a Nevada corporation
      (“Purchaser”) and GOLDEN AUTUMN HOLDINGS, Inc., a Delaware corporation, (the
“Company”), Michael Potts and each of the shareholders of the Company set forth
      on the signature page hereof (collectively, the “Sellers”).

    


    WITNESSETH

    


    WHEREAS,
      the
      Sellers desire to sell to Purchaser and the Purchaser desires to purchase from
      the Sellers, the Shares in exchange for 17,032,970 shares of common stock of
      the
      Purchaser and upon the terms and conditions hereinafter set forth;
      and

    


    WHEREAS,
      certain
      terms used in this Agreement are defined in Article 1; 

    


    WHEREAS,
      Michael Potts owns more than a majority of our issued and outstanding shares
      of
      common stock of Purchaser; and

    


    WHEREAS,
      it is
      intended that the Acquisition shall qualify for United States federal income
      tax
      purposes as a reorganization within the meaning of Section 368 of the Internal
      Revenue Code of 1986, as amended.

    


    NOW
      THEREFORE in
      consideration of the premises and the mutual covenants, agreements,
      representations and warranties contained herein, and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      parties hereto hereby agree as follows:

    


    


    ARTICLE
      1.

    DEFINITIONS
      AND INTERPRETATION

     

    1.1 Definitions.
      As used
      in this Agreement, the following terms when capitalized in this Agreement shall
      have the following meanings:

     

    
      	 	
              (a)

            	
               “Affiliates"
                shall mean, with respect to any Person, any and all other Persons
                that
                control, are controlled by, or are under common control with, such
                Person.
                For purposes of the foregoing, "control" of a Person shall mean direct
                or
                indirect ownership of 50% or more of the securities or other interests
                of
                such Person having by their terms ordinary voting power to elect
                or
                appoint a majority of the board of directors or others performing
                similar
                functions with respect to such Person.


            


    

     

    
      	 	
              (b)

            	
              “Acquisition”
                means the Acquisition, at the Closing, of the Company by Purchaser
                pursuant to this Agreement;

            


    

     

    
      	 	
              (c)

            	
              “Acquisition
                Shares”
                means the 17,032,970 Purchaser Common Shares to be issued to the
                Sellers
                at Closing pursuant to the terms of the
                Acquisition;

            


    

     

    
      	 	
              (d)

            	
              "Business
                Day"
                shall mean any day other than Saturday, Sunday and any day on which
                banking institutions in the United States are authorized by law or
                other
                governmental action to close;

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              “Closing
                Date”
                means the day on which all conditions precedent to the completion
                of the
                transactions contemplated hereby have been satisfied or
                waived;

            


    

     

    
      	 	
              (f)

            	
              "Code"
                means the Internal Revenue Code of 1986, as amended, and the rules
                and
                regulations promulgated thereunder.


            


    

     

    
      	 	
              (g)

            	
              "Contract"
                shall mean an agreement, written or oral, between the Company and
                any
                other Person which obligates either the Company or such other Person
                to do
                or not to do a particular thing. 

            


    

     

    
      	 	
              (h)

            	
              "ERISA"
                shall mean the Employee Retirement Income Security Act of 1974, as
                amended. 

            


    

     

    
      	 	
              (i)

            	
              "ERISA
                Affiliate"
                shall mean any entity that would be deemed to be a "single employer"
                with
                the Company under Section 414(b), (c), (m) or (o) of the Code or
                Section
                4001 of ERISA. 

            


    

     

    
      	 	
              (j)

            	
              "Environmental
                Laws"
                shall mean all federal, state and local Laws relating to public health,
                or
                to pollution or protection of the environment (including, without
                limitation, ambient air, surface water, groundwater, land surface
                or
                subsurface strata) including, without limitation, the Clean Air Act,
                as
                amended, CERCLA, the Resource Conservation and Recovery Act of 1976,
                as
                amended ("RCRA"), the Toxic Substances Control Act, the Federal Water
                Pollution Control Act, as amended, the Safe Drinking Water Act, as
                amended, the Hazardous Materials Transportation Act, as amended,
                the Oil
                Pollution Act of 1990, any state Laws implementing the foregoing
                federal
                Laws, and all other Laws relating to or regulating (i) emissions,
                discharges, releases, or cleanup of pollutants, contaminants, chemicals,
                polychlorinated biphenyls (PCB's), oil and gas exploration and production
                wastes, brine, solid wastes, or toxic or Hazardous Materials or wastes
                (collectively, the "Polluting Substances"), (ii) the generation,
                processing, distribution, use, treatment, handling, storage, disposal,
                or
                transportation of Polluting Substances, or (iii) environmental
                conservation or protection. References in this Agreement to Environmental
                Laws existing or in effect as of a particular date shall include
                written
                administrative interpretations and policies then existing or in effect.
                

            


    

     

    
      	 	
              (k)

            	
              "Environmental
                Permit"
                means any federal, state, local, provincial, or foreign permits,
                licenses,
                approvals, consent or authorizations required by any Governmental
                or
                Regulatory Authority under or in connection with any Environmental
                Law and
                includes any and all orders, consent orders or binding agreements
                issued
                or entered into by a Governmental or Regulatory Authority under any
                applicable Environmental Law.

            


    

     

    
      	 	
              (l)

            	
              "Governmental
                or Regulatory Authority"
                shall mean any federal, state, regional, municipal or local court,
                legislative, executive, Native American or regulatory authority or
                agency,
                board, commission, department or subdivision thereof.
                

            


    

     

    
      	 	
              (m)

            	
              "Hazardous
                Activity"
                means the distribution, generation, handling, importing, management,
                manufacturing, processing, production, refinement, release, storage,
                transfer, transportation, treatment, or use (including any withdrawal
                or
                other use of groundwater) of Hazardous Materials in, on, under, about,
                or
                from the Company’s facilities or any part thereof into the environment.
                

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (n)

            	
              "Hazardous
                Materials"
                means (i) any petroleum or petroleum products, radioactive materials,
                asbestos in any form that is, or that is likely to become, friable,
                urea
                formaldehyde foam insulation and transformers or other equipment
                that
                contain dielectric fluid containing levels of polychlorinated biphenyls
                (PCBs), or (ii) any chemicals, materials, substances or wastes which
                are
                now or hereafter become defined as or included in the definition
                of
                "hazardous substances," "hazardous wastes," "hazardous materials,"
                "extremely hazardous wastes," "restricted hazardous wastes," "toxic
                substances," "toxic pollutants" or words of similar import, under
                any
                applicable Environmental Law.

            


    

     

    
      	 	
              (o)

            	
              "Indemnified
                Party"
                means any Person entitled to indemnification under any provision
                of
                Article 9. 

            


    

     

    
      	 	
              (p)

            	
              "Indemnifying
                Party"
                means any Person obligated to provide indemnification under any provision
                of Article 9. 

            


    

     

    
      	 	
              (q)

            	
              "Law"
                shall mean any federal, state, county, or local laws, statutes,
                regulations, rules, codes, ordinances, orders, decrees, judgments
                or
                injunctions enacted, adopted, issued or promulgated by any Governmental
                or
                Regulatory Authority, from time to time.


            


    

     

    
      	 	
              (r)

            	
              "Lien"
                shall mean any mortgage, deed of trust, pledge, lien, claim, security
                interest, covenant, restriction, easement, preemptive right, or any
                other
                encumbrance or charge of any kind. 

            


    

     

    
      	 	
              (s)

            	
              “Material
                Adverse Effect”
                shall mean any material adverse effect on the business or financial
                condition of the Company;

            


    

     

    
      	 	
              (t)

            	
              “Order”
                shall mean any writ, judgment, decree, injunction or similar order
                of any
                Governmental or Regulatory Authority (in each such case whether
                preliminary or final). 

            


    

     

    
      	 	
              (u)

            	
               “Place
                of Closing”
                means the offices of Sichenzia Ross Friedman Ference LLP, or such
                other
                place as Purchaser and the Sellers may mutually agree
                upon;

            


    

     

    
      	 	
              (v)

            	
              "Permitted
                Lien"
                shall mean: (a) liens created under any Lease, except any lien arising
                as
                a result of any failure to timely make any payment or failure to
                perform
                any other obligation or other default under such Lease; (b) liens
                for
                Taxes that are not yet due and payable or that are being contested
                in good
                faith by appropriate proceedings; (c) mechanics, materialmen's,
                landlords', carriers', warehousemen's, and other liens imposed by
                law
                incurred in the ordinary course of business; (d) zoning restrictions,
                land
                use regulations, declarations, reservations, provisions, covenants,
                conditions, waivers, restrictions on the use of property and third
                party
                easements, rights of way, leases or similar matters that are recorded
                in
                the county records where the effected property is located and do
                not
                prohibit the use of the property as currently used; (e) the absence
                of
                executed rights of way or easements, or a defect in any executed
                right of
                way or easement, where such rights have been or can be otherwise
                obtained
                through a proceeding under prescription or other operation of law;
                (f)
                deposits or pledges to secure obligations under worker's compensation,
                social security or similar laws, or under unemployment insurance;
                (g)
                deposits or pledges to secure bids, tenders, contracts (other than
                contracts for the payment of money), leases, statutory obligations,
                surety
                and appeal bonds, performance bonds and other obligations of like
                nature
                arising in the ordinary course of the Company's business and made,
                created
                or arising prior to the Closing Date; (h) leases or subleases granted
                by
                or to others; and (i) precautionary Uniform Commercial Code financing
                statements regarding operating leases which leases are either disclosed
                pursuant to Article
                3
                hereof or no longer in effect. 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (w)

            	
              "Person"
                shall mean an individual, partnership, joint venture, trust, corporation,
                limited liability company or other legal entity or Governmental or
                Regulatory Authority. 

            


    

     

    
      	 	
              (x)

            	
              “Shares”
                means all of the issued and outstanding shares of common stock and
                of the
                Company as defined in Section 3.3.

            


    

     

    
      	 	
              (y)

            	
              "Taxes"
                shall mean any and all taxes, charges, fees, levies or other assessments,
                including, without limitation, all net income, gross income, gross
                receipts, excise, stamp, real or personal property, ad valorem,
                withholding, estimated, social security, unemployment, occupation,
                use,
                sales, service, service use, license, net worth, payroll, franchise,
                severance, transfer, recording or other taxes, assessments or charges
                imposed by any Governmental or Regulatory Authority, whether computed
                on a
                separate, consolidated, unitary, combined or other basis, and in
                each case
                such term shall include any interest, penalties, or additions to
                tax
                attributable thereto. 

            


    

     

    
      	 	
              (z)

            	
              "Tax
                Return"
                shall mean any return, report or similar statement required to be
                filed
                with respect to any Tax (including any attached schedules), including,
                without limitation, any information return, claim for refund, amended
                return or declaration of estimated Tax and including any return of
                an
                affiliated, combined or unitary group.


            


    

     

    Any
      other
      terms defined within the text of this Agreement will have the meanings so
      ascribed to them. 

    


    1.2 Captions
      and Section Numbers.
      The
      headings and section references in this Agreement are for convenience of
      reference only and do not form a part of this Agreement and are not intended
      to
      interpret, define or limit the scope, extent or intent of this Agreement or
      any
      provision thereof.

     

    1.3 Section
      References and Schedules.
      Any
      reference to a particular “Article”, “Section”, “paragraph”, “clause” or other
      subdivision is to the particular Article, section, clause or other subdivision
      of this Agreement and any reference to a Schedule by number will mean the
      appropriate Schedule attached to this Agreement and by such reference the
      appropriate Schedule is incorporated into and made part of this Agreement.
      

     

    1.4 Severability
      of Clauses.
      If any
      part of this Agreement is declared or held to be invalid for any reason, such
      invalidity will not affect the validity of the remainder which will continue
      in
      full force and effect and be construed as if this Agreement had been executed
      without the invalid portion, and it is hereby declared the intention of the
      parties that this Agreement would have been executed without reference to any
      portion which may, for any reason, be hereafter declared or held to be
      invalid.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    ARTICLE
      2.

    THE
      ACQUISITION

     

    2.1 The
      Acquisition.
      Subject
      to the terms and conditions set forth in this Agreement and in reliance on
      the
      representations, warranties, covenants and conditions herein contained, the
      Sellers hereby agree to sell and assign to Purchaser the Shares in exchange
      for
      the Acquisition Shares on the Closing Date and to transfer to Purchaser on
      the
      Closing Date a 100% undivided interest in and to the Shares free from all liens,
      mortgages, charges, pledges, encumbrances or other burdens (other than those
      that may arise under federal or state securities laws restricting the right
      to
      sell or transfer the Shares) with all rights now or thereafter attached
      thereto.

     

    2.2 Purchase
      Price; Allocation.
      The
      purchase price for the purchase of the Shares shall be an aggregate of
      17,032,970 Acquisition Shares allocated on the basis of 6.431870838 Acquisition
      Share for each one Share held by Sellers.

     

    2.3 Adherence
      with Applicable Securities Laws.
      Each of
      the Sellers agrees that he or it, as the case may be, is acquiring the
      Acquisition Shares for investment purposes and will not offer, sell or otherwise
      transfer, pledge or hypothecate any of the Acquisition Shares issued to him
      (other than pursuant to an effective Registration Statement under the Securities
      Act of 1933, as amended (the “Securities Act”) directly or indirectly
      unless:

     

    
      	 	
              (a)

            	
              the
                sale is to Purchaser;

            


    

     

    
      	 	
              (b)

            	
              the
                sale is made pursuant to the exemption from registration under the
                Securities Act,
                provided by Rule 144 thereunder; or

            


    

     

    
      	 	
              (c)

            	
              the
                Acquisition Shares are sold in a transaction that does not require
                registration under the Securities Act or any applicable United States
                state laws and regulations governing the offer and sale of securities,
                and
                the vendor has furnished to Purchaser an opinion of counsel to that
                effect
                or such other written opinion as may be reasonably required by
                Purchaser.

            


    

     

    The
      Sellers acknowledge that the certificates representing the Acquisition Shares
      shall bear the following legend:

    


    NO
      SALE,
      OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
      BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
      1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
      FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
      SAID SHARES.

    


    2.4 Closing.
      The parties hereto shall use their best efforts to close the transactions
      contemplated by this Agreement (the “Closing”), by February 14, 2007 but in no
      event shall the Closing be later than February 14, 2007. In the event the
      Closing has not occurred by February 14, 2007, either party may cancel this
      Agreement; provided that the delay in Closing shall not be due to the actions
      or
      inactions of the party seeking such cancellation.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    ARTICLE
      3.

    REPESENTATIONS
      AND WARRANTIES OF THE COMPANY 

     

    The
      Company hereby represents and warrants to Purchaser, that:

    


    3.1  Organization,
      Standing and Power.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware, with full corporate power and corporate
      authority to (i) own, lease and operate its properties, (ii) carry on the
      business as currently conducted by it. There are no states or jurisdictions
      in
      which the character and location of any of the properties owned or leased by
      the
      Company, or the conduct of the Company’s business makes it necessary for the
      Company to qualify to do business as a foreign corporation, except for those
      jurisdictions in which the failure to so qualify would not have a Material
      Adverse Effect on the business or operations of the Company.

     

    3.2 Authorization
      of Agreement.
      Each
      Seller has all requisite power, authority and legal capacity to execute and
      deliver this Agreement, and each other agreement, document, or instrument or
      certificate contemplated by this Agreement or to be executed by such Seller
      in
      connection with the consummation of the transactions contemplated by this
      Agreement (together with this Agreement, the “Seller Documents”), and to
      consummate the transactions contemplated hereby and thereby. This Agreement
      has
      been, and each of the Seller Documents will be at or prior to the Closing,
      duly
      and validly executed and delivered by each Seller and (assuming the due
      authorization, execution and delivery by the other parties hereto and thereto)
      this Agreement constitutes, and each of the Seller Documents when so executed
      and delivered will constitute, legal, valid and binding obligations of each
      Seller, enforceable against each Seller in accordance with their respective
      terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
      and similar laws affecting creditors' rights and remedies generally, and
      subject, as to enforceability, to general principles of equity, including
      principles of commercial reasonableness, good faith and fair dealing (regardless
      of whether enforcement is sought in a proceeding at law or in
      equity).

     

    3.3  Capitalization.
      The
      authorized capital stock of the Company consists of 15,000,000 shares of common
      stock, $.01 par value, 2,648,214 shares of which are issued and outstanding
      (the
“Shares”). All of the Shares are duly authorized, validly issued, fully paid and
      nonassessable. Immediately
      after the Closing date the Purchaser shall have up to 17,400,000 shares of
      its
      common stock that are issued and outstanding or are to become issued and
      outstanding and will have outstanding a warrant to purchase up to 1,000,000
      shares of the Purchaser’s common stock and a convertible note that may be
      converted into up 1,300,000 shares of the Purchaser’s common stock subject to
      the issuance of additional shares of the Purchaser’s common stock in accordance
      with the convertible note. 

     

    3.4 Subsidiaries.
      Schedule
      3.4
      sets
      forth the Company’s subsidiaries. 

     

    3.5 Corporate
      Records.

     

    
      	 	
              (a)

            	
              The
                Sellers have delivered to the Purchaser true, correct and complete
                copies
                of the certificate of incorporation (certified by the Secretary of
                State
                or other appropriate official of the applicable jurisdiction of
                organization) and by-laws (certified by the secretary, assistant
                secretary
                or other appropriate officer) or comparable organizational documents
                of
                the Company.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              The
                minute books of the Company previously made available to the Purchaser
                contain complete and accurate records of all meetings and accurately
                reflect all other corporate action of the stockholders and board
                of
                directors (including committees thereof) of the Company. The stock
                certificate books and stock transfer ledgers of the Company previously
                made available to the Purchaser are true, correct and complete. All
                stock
                transfer taxes levied or payable with respect to all transfers of
                shares
                of the Company prior to the date hereof have been paid and appropriate
                transfer tax stamps affixed.

            


    

     

    3.6 Reserved. 

     

    
      	 	
              (a)

            	
              Reserved

            


    

     

    
      	 	
              (b)

            	
              No
                consent, waiver, approval, Order, permit or authorization of, or
                declaration or filing with, or notification to, any Person or Governmental
                or Regulatory Authority is
                required on the part of, the Company in connection with the execution
                and
                delivery of this Agreement or the compliance by each the Company
                as the
                case may be, with any of the provisions hereof or
                thereof.

            


    

     

    3.7 Reserved
      . 

     

    3.8 Reserved.
      

     

    


    3.9  Reserved.
      

     

    3.10 Taxes. 

     

    
      	 	
              (a)

            	
              Except
                as set forth on Schedule
                3.10,
                (A) all Tax Returns required to be filed by or on behalf of the Company
                have been filed with the appropriate taxing authorities in all
                jurisdictions in which such Tax Returns are required to be filed
                (after
                giving effect to any valid extensions of time in which to make such
                filings), and all such Tax Returns were true, complete and correct
                in all
                material respects; (B) all Taxes payable by or on behalf of the Company
                or
                in respect of its income, assets or operations have been fully and
                timely
                paid, and (C) the Company has not executed or filed with the IRS
                or any
                other taxing authority any agreement, waiver or other document or
                arrangement extending or having the effect of extending the period
                for
                assessment or collection of Taxes (including, but not limited to,
                any
                applicable statute of limitation), and no power of attorney with
                respect
                to any Tax matter is currently in
                force.

            


    

     

    
      	 	
              (b)

            	
              The
                Company has complied in all material respects with all applicable
                laws,
                rules and regulations relating to the payment and withholding of
                Taxes and
                has duly and timely withheld from employee salaries, wages and other
                compensation and has paid over to the appropriate taxing authorities
                all
                amounts required to be so withheld and paid over for all periods
                under all
                applicable laws.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    3.11 Reserved.
       

     

    3.12 Reserved.
      

     

    3.13 Reserved.

     

    3.14 Reserved.

     

    3.15 Employee
      Benefits.
      The
      Company maintains no "employee
      benefit plans", as defined in Section 3(3) ERISA, or other pension plans or
      employee benefit arrangements, programs or payroll practices (including, without
      limitation, severance pay, vacation pay, company awards, salary continuation
      for
      disability, sick leave, retirement, deferred compensation, bonus or other
      incentive compensation, stock purchase arrangements or policies,
      hospitalization, medical insurance, life insurance and scholarship
      programs).

     

    3.16 Labor. The
      Company is not a party to any labor or collective bargaining agreement and
      there
      are no labor or collective bargaining agreements which pertain to employees
      of
      the Company. 

     

    3.17 Litigation. There
      is
      no suit, action, proceeding, investigation, claim or order pending or, to the
      knowledge of the Company, overtly threatened against the Company (or to the
      knowledge of the Company, pending or threatened, against any of the officers,
      directors or key employees of the Company with respect to their business
      activities on behalf of the Company), or to which the the Company is otherwise
      a
      party, which, if adversely determined, would have a Material Adverse Effect,
      before any court, or before any governmental department, commission, board,
      agency, or instrumentality; nor to the knowledge of the the Company is there
      any
      reasonable basis for any such action, proceeding, or investigation. The Company
      is not subject to any judgment, order or decree of any court or governmental
      agency except to the extent the same are not reasonably likely to have a
      Material Adverse Effect and the Company is not engaged in any legal action
      to
      recover monies due it or for damages sustained by it.

     

    3.18 Compliance
      with Laws; Permits.
      The
      Company is in compliance with all Laws applicable to the Company or to the
      conduct of the business or operations of the Company or the use of its
      properties (including any leased properties) and assets, except for such
      non-compliances as would not, individually or in the aggregate, have a Material
      Adverse Effect. The Company has all governmental permits and approvals from
      state, federal or local authorities which are required for the Company to
      operate its business, except for those the absence of which would not,
      individually or in the aggregate, have a Material Adverse Effect. 

     

    3.19 Reserved.
       

     

    3.20 Reserved. 

     

    3.21 No
      Misrepresentation. No
      representation or warranty of any Seller contained in this Agreement or in
      any
      schedule hereto or in any certificate or other instrument furnished by any
      Seller to the Purchaser pursuant to the terms hereof, contains any untrue
      statement of a material fact or omits to state a material fact necessary to
      make
      the statements contained herein or therein not misleading.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    3.22 Reserved. 

     

    3.23 Reserved.
      

     

    3.24  Reserved

     

    Each
      of
      the Sellers hereby as to itself only and no other person or entity hereby
      represents and warrants to Purchaser, that: 

    


    3.25 Authorization
      of Agreement.
      Each
      Seller has all requisite power, authority and legal capacity to execute and
      deliver this Agreement, and each other agreement, document, or instrument or
      certificate contemplated by this Agreement or to be executed by such Seller
      in
      connection with the consummation of the transactions contemplated by this
      Agreement (together with this Agreement, the “Seller Documents”), and to
      consummate the transactions contemplated hereby and thereby. This Agreement
      has
      been, and each of the Seller Documents will be at or prior to the Closing,
      duly
      and validly executed and delivered by each Seller and (assuming the due
      authorization, execution and delivery by the other parties hereto and thereto)
      this Agreement constitutes, and each of the Seller Documents when so executed
      and delivered will constitute, legal, valid and binding obligations of each
      Seller, enforceable against each Seller in accordance with their respective
      terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
      and similar laws affecting creditors' rights and remedies generally, and
      subject, as to enforceability, to general principles of equity, including
      principles of commercial reasonableness, good faith and fair dealing (regardless
      of whether enforcement is sought in a proceeding at law or in
      equity).

     

    3.26.
      Accredited
      Investors or Non United States Status.
      Each of
      the Sellers represents and warrants to Purchaser that he or she is an
“accredited investor” as such term is defined under the Securities Act of 1933,
      as amended and/or Seller is and was not a “U.S. Person” as defined in Regulation
      S, on the time the offer or sale of the Acquisition Shares was made, and will
      not be a U. S. Person on the Closing Date. Each Shareholder understands that
      an
      investment in the Acquisition Shares is extremely risky and is able to bear
      the
      risk of such investment for an indefinite period and to afford a complete loss
      thereof. The Subscriber represents and warrants to the to Purchaser that he
      is
      not a “distributor” of securities as that term is defined in Regulation
      S.

    


    3.27
      Patriot
      Act. The
      Sellers certify that, to the best of the Sellers’ knowledge, the Company has not
      been designated, and is not owned or controlled, by a “suspected terrorist” as
      defined in Executive Order 13224. The Sellers hereby acknowledge that the
      Purchaser seeks to comply with all applicable Laws concerning money laundering
      and related activities. In furtherance of those efforts, the Sellers hereby
      represent, warrant and agree that: (i) none of the cash or property owned by
      the
      Company has been or shall be derived from, or related to, any activity that
      is
      deemed criminal under United States law; and (ii) no contribution or payment
      by
      the Company has, and this Agreement will not, cause the Company or the Purchaser
      to be in violation of the United States Bank Secrecy Act, the United States
      International Money Laundering Control Act of 1986 or the United States
      International Money Laundering Abatement and Anti-Terrorist Financing Act of
      2001. 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    ARTICLE
      4.

    REPRESENTATIONS
      AND WARRANTIES OF PURCHASER

     

    Purchaser
      and Michael Potts jointly and severally hereby represent and warrant to the
      Sellers and the Company, that:

     

    4.1 Organization
      and Good Standing.

     

    The
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada, with full corporate power and corporate
      authority to (i) own, lease and operate its properties, (ii) carry on the
      business as currently conducted by it. There are no states or jurisdictions
      in
      which the character and location of any of the properties owned or leased by
      the
      Purchaser, or the conduct of the Purchaser’s business makes it necessary for the
      Purchaser to qualify to do business as a foreign corporation, except for those
      jurisdictions in which the failure to so qualify would not have a Material
      Adverse Effect on the business or operations of the Purchaser.

     

    4.2 Authorization
      of Agreement.

     

    The
      Purchaser has full corporate power and authority to execute and deliver this
      Agreement and each other agreement, document, instrument or certificate
      contemplated by this Agreement or to be executed by the Purchaser in connection
      with the consummation of the transactions contemplated hereby and thereby (the
      "Purchaser Documents"), and to consummate the transactions contemplated hereby
      and thereby. The execution, delivery and performance by the Purchaser of this
      Agreement and each Purchaser Document have been duly authorized by all necessary
      corporate action on behalf of the Purchaser. This Agreement has been, and each
      Purchaser Document will be at or prior to the Closing, duly executed and
      delivered by the Purchaser and (assuming the due authorization, execution and
      delivery by the other parties hereto and thereto) this Agreement constitutes,
      and each Purchaser Document when so executed and delivered will constitute,
      legal, valid and binding obligations of the Purchaser, enforceable against
      the
      Purchaser in accordance with their respective terms, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
      creditors' rights and remedies generally, and subject, as to enforceability,
      to
      general principles of equity, including principles of commercial reasonableness,
      good faith and fair dealing (regardless of whether enforcement is sought in
      a
      proceeding at law or in equity).

     

    4.3 Capitalization.

     

    The
      authorized capital stock of the Purchaser consists of: 75,000,000 shares of
      common stock, $0.001 par value per share, of which 1,710,000 shares are issued
      and outstanding and which will continue to be held by the present owners thereof
      (the “Shares”). All of the Shares are duly authorized, validly issued, fully
      paid and nonassessable. Schedule
      4.3
      sets
      forth a true and complete list of the holders of record of all outstanding
      shares of the Shares as of the date hereof, and the holders of all outstanding
      options and warrants issued by the Purchaser, which shares, options and warrants
      are held by them in the amounts set forth on Schedule
      4.3.
      Except
      as contemplated by this Agreement and except as set forth on Schedule
      4.3,
      there
      are no options, warrants or other rights, agreements, arrangements or
      commitments of any character relating to the issued or unissued capital stock
      of
      the Purchaser or obligating the Purchaser to issue or sell any shares of capital
      stock of or other equity interests in the Purchaser. There is no personal
      liability, and there are no preemptive rights with regard to the capital stock
      of the Purchaser, and no right-of-first refusal or similar catch-up rights
      with
      regard to such capital stock. Except as set forth on Schedule
      4.3
      and
      except for the transactions contemplated by this Agreement, there are no
      outstanding contractual obligations or other commitments or arrangements of
      the
      Purchaser to (A) repurchase, redeem or otherwise acquire any shares of the
      Shares (or any interest therein) or (B) to provide funds to or make any
      investment (in the form of a loan, capital contribution or otherwise) in any
      other entity, or (C) issue or distribute to any person any capital stock of
      the
      Purchaser, or (D) issue or distribute to holders of any of the capital stock
      of
      the Purchaser any evidences of indebtedness or assets of the Purchaser. All
      of
      the outstanding securities of the Purchaser have been issued and sold by the
      Purchaser in full compliance in all material respects with applicable federal
      and state securities laws. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    4.4 Subsidiaries.
      Except
      as set forth on Schedule 4.4, the Purchaser has no subsidiaries. 

     

    4.5 Corporate
      Records.

     

    
      	 	
              (a)

            	
              The
                Purchaser has delivered to the Sellers true, correct and complete
                copies
                of the articles of incorporation (each certified by the Secretary
                of State
                or other appropriate official of the applicable jurisdiction of
                organization) and by-laws (each certified by the secretary, assistant
                secretary or other appropriate officer) or comparable organizational
                documents of the Purchaser.

            


    

     

    
      	 	
              (b)

            	
              The
                minute books of the Purchaser previously made available to the Sellers
                contain complete and accurate records of all meetings and accurately
                reflect all other corporate action of the stockholders and board
                of
                directors (including committees thereof) of the Purchaser to the
                best of
                the Purchaser’s knowledge. The stock certificate books and stock transfer
                ledgers of the Purchaser previously made available to the Sellers
                are
                true, correct and complete. All stock transfer taxes levied or payable
                with respect to all transfers of shares of the Purchaser prior to
                the date
                hereof have been paid and appropriate transfer tax stamps affixed
                to the
                best of the Purchaser’s knowledge.

            


    

     

    4.6 Conflicts;
      Consents of Third Parties.
      

     

    
      	 	
              (a)

            	
              None
                of the execution and delivery by Purchaser of this Agreement and
                the
                Purchaser Documents, the consummation of the transactions contemplated
                hereby or thereby, or compliance by Purchaser with any of the provisions
                hereof or thereof will (i) conflict with, or result in the breach
                of, any
                provision of the articles of incorporation or by-laws or comparable
                organizational documents of the Purchaser; (ii) conflict with, violate,
                result in the breach or termination of, or constitute a default under
                any
                note, bond, mortgage, indenture, license, agreement or other instrument
                or
                obligation to which the Purchaser is a party or by which any of them
                or
                any of their respective properties or assets is bound; (iii) violate
                any
                statute, rule, regulation, order or decree of any governmental body
                or
                authority by which the Purchaser is bound; or (iv) result in the
                creation
                of any Lien upon the properties or assets of the Purchaser except,
                in case
                of clauses (ii), (iii) and (iv), for such violations, breaches or
                defaults
                as would not, individually or in the aggregate, have a Material Adverse
                Effect.

            


    

     

    
      	 	
              (b)

            	
              Except
                with respect to filings required by the SEC for publicly traded companies
                incident to this transaction, no consent, waiver, approval, Order,
                permit
                or authorization of, or declaration or filing with, or notification
                to,
                any Person or Governmental or Regulatory Authority is
                required on the part of Purchaser in connection with the execution
                and
                delivery of this Agreement or the Purchaser Documents, or the compliance
                by Purchaser with any of the provisions hereof or
                thereof.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    4.7 Financial
      Statements.

     

    
      	 	
              (a)

            	
              The
                Purchaser has delivered to Sellers copies of (i) the audited balance
                sheets of the Purchaser as at August 31, 2006 and 2005 and the related
                audited statements of income and of cash flows of the Purchaser for
                the
                years then ended and (ii) the unaudited balance sheet of the Purchaser
                as
                at November 30, 2006 and the related statements of income and cash
                flows
                of the Purchaser for the three month period then ended (such audited
                and
                unaudited statements, including the related notes and schedules thereto,
                are referred to herein as the “Financial Statements”). Each of the
                Financial Statements is complete and correct in all material respects,
                has
                been prepared in accordance with GAAP (subject to normal year-end
                adjustments in the case of the unaudited statements) and in conformity
                with the practices consistently applied by the Purchaser without
                modification of the accounting principles used in the preparation
                thereof
                and presents fairly the financial position, results of operations
                and cash
                flows of the Purchaser as at the dates and for the periods
                indicated.

            


    

     

    
      	 	
              (b)

            	
              For
                the purposes hereof, the audited balance sheet of the Purchaser as
                at
                August 31, 2006 is referred to as the "Balance Sheet" and August
                31, 2005
                is referred to as the “Balance Sheet
                Date”.

            


    

     

    4.8  No
      Undisclosed Liabilities.
      Purchaser has no indebtedness, obligations or liabilities of any kind (whether
      accrued, absolute, contingent or otherwise, and whether due or to become due)
      that would have been required to be reflected in, reserved against or otherwise
      described on the Balance Sheet or in the notes thereto in accordance with GAAP
      which was not fully reflected in, reserved against or otherwise described in
      the
      Balance Sheet or the notes thereto or was not incurred in the ordinary course
      of
      business consistent with past practice since the Balance Sheet
      Date.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    4.9 Absence
      of Certain Developments.
      Except
      as expressly contemplated by this Agreement or as set forth on Schedule
      4.9,
      since
      the Balance Sheet Date:

     

    
      	 	
              (i)

            	
              there
                has not been any material adverse change nor has there occurred any
                event
                which is reasonably likely to result in a material adverse
                change;

            


    

     

    
      	 	
              (ii)

            	
              there
                has not been any damage, destruction or loss, whether or not covered
                by
                insurance, with respect to the property and assets of the Purchaser
                having
                a replacement cost of more than $25,000 for any single loss or $100,000
                for all such losses;

            


    

     

    
      	 	
              (iii)

            	
              there
                has not been any declaration, setting aside or payment of any dividend
                or
                other distribution in respect of any shares of capital stock of the
                Purchaser or any repurchase, redemption or other acquisition by the
                Purchaser of any outstanding shares of capital stock or other securities
                of, or other ownership interest in, the
                Purchaser;

            


    

     

    
      	 	
              (iv)

            	
              the
                Purchaser has not awarded or paid any bonuses to employees of the
                Purchaser with respect to the fiscal year ended August 31, 2006,
                except to
                the extent accrued on the Balance Sheet or entered into any employment,
                deferred compensation, severance or similar agreement (nor amended
                any
                such agreement) or agreed to increase the compensation payable or
                to
                become payable by it to any of the Purchaser's directors, officers,
                employees, agents or representatives or agreed to increase the coverage
                or
                benefits available under any severance pay, termination pay, vacation
                pay,
                company awards, salary continuation for disability, sick leave, deferred
                compensation, bonus or other incentive compensation, insurance, pension
                or
                other employee benefit plan, payment or arrangement made to, for
                or with
                such directors, officers, employees, agents or representatives (other
                than
                normal increases in the ordinary course of business consistent with
                past
                practice and that in the aggregate have not resulted in a material
                increase in the benefits or compensation expense of the
                Purchaser);

            


    

     

    
      	 	
              (v)

            	
              there
                has not been any change by the Purchaser in accounting or Tax reporting
                principles, methods or policies;

            


    

     

    
      	 	
              (vi)

            	
              the
                Purchaser has not entered into any transaction or Contract or conducted
                its business other than in the ordinary course consistent with past
                practice;

            


    

     

    
      	 	
              (vii)

            	
              the
                Purchaser has not made any loans, advances or capital contributions
                to, or
                investments in, any Person or paid any fees or expenses to any Seller
                or
                any Affiliate of any Seller;

            


    

     

    
      	 	
              (viii)

            	
              the
                Purchaser has not mortgaged, pledged or subjected to any Lien, any
                of its
                assets, or acquired any assets or sold, assigned, transferred, conveyed,
                leased or otherwise disposed of any assets of the Purchaser, except
                for
                assets acquired or sold, assigned, transferred, conveyed, leased
                or
                otherwise disposed of in the ordinary course of business consistent
                with
                past practice;

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ix)

            	
              the
                Purchaser has not discharged or satisfied any Lien, or paid any obligation
                or liability (fixed or contingent), except in the ordinary course
                of
                business consistent with past practice and which, in the aggregate,
                would
                not be material to the Purchaser;

            


    

     

    
      	 	
              (x)

            	
              the
                Purchaser has not canceled or compromised any debt or claim or amended,
                canceled, terminated, relinquished, waived or released any Contract
                or
                right except in the ordinary course of business consistent with past
                practice and which, in the aggregate, would not be material to the
                Purchaser;

            


    

     

    
      	 	
              (xi)

            	
              the
                Purchaser has not made or committed to make any capital expenditures
                or
                capital additions or betterments in excess of $25,000 individually
                or
                $100,000 in the aggregate;

            


    

     

    
      	 	
              (xii)

            	
              the
                Purchaser has not instituted or settled any material legal proceeding;
                and

            


    

     

    
      	 	
              (xiii)

            	
              the
                Purchaser has not agreed to do anything set forth in this Section
                4.9.

            


    

     

    4.10 Taxes.

     

    
      	 	
              (a)

            	
              Except
                as set forth on Schedule
                4.10,
                (A) all Tax Returns required to be filed by or on behalf of the Purchaser
                have been filed with the appropriate taxing authorities in all
                jurisdictions in which such Tax Returns are required to be filed
                (after
                giving effect to any valid extensions of time in which to make such
                filings), and all such Tax Returns were true, complete and correct
                in all
                material respects; (B) all Taxes payable by or on behalf of the Purchaser
                or in respect of its income, assets or operations have been fully
                and
                timely paid, and (C) the Purchaser has not executed or filed with
                the IRS
                or any other taxing authority any agreement, waiver or other document
                or
                arrangement extending or having the effect of extending the period
                for
                assessment or collection of Taxes (including, but not limited to,
                any
                applicable statute of limitation), and no power of attorney with
                respect
                to any Tax matter is currently in
                force.

            


    

     

    
      	 	
              (b)

            	
              The
                Purchaser has complied in all material respects with all applicable
                laws,
                rules and regulations relating to the payment and withholding of
                Taxes and
                has duly and timely withheld from employee salaries, wages and other
                compensation and has paid over to the appropriate taxing authorities
                all
                amounts required to be so withheld and paid over for all periods
                under all
                applicable laws.

            


    

     

    
      	 	
              (c)

            	
              The
                Company and the Sellers have received complete copies of (A) all
                federal,
                state, local and foreign income or franchise Tax Returns of the Purchaser
                relating to the taxable periods since 2003 and (B) any audit report
                issued
                within the last three years relating to Taxes due from or with respect
                to
                the Purchaser its income, assets or operations.


            


    

     

    
      	 	
              (d)

            	
              Schedule
                4.10
                lists all material types of Taxes paid and material types of Tax
                Returns
                filed by or on behalf of the Purchaser. Except as set forth on
                Schedule
                4.10
                and to the best of the Purchaser’s knowledge,
                no claim has been made by a taxing authority in a jurisdiction where
                the
                Purchaser does not file Tax Returns such that it is or may be subject
                to
                taxation by that jurisdiction. 

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              Except
                as set forth on Schedule
                4.10,
                all deficiencies asserted or assessments made as a result of any
                examinations by the IRS or any other taxing authority of the Tax
                Returns
                of or covering or including the Purchaser have been fully paid, and
                there
                are no other audits or investigations by any taxing authority in
                progress,
                nor has the Purchaser received any notice from any taxing authority
                that
                it intends to conduct such an audit or investigation. No issue has
                been
                raised by a federal, state, local or foreign taxing authority in
                any
                current or prior examination which, by application of the same or
                similar
                principles, could reasonably be expected to result in a proposed
                deficiency for any subsequent taxable
                period.

            


    

     

    
      	 	
              (f)

            	
              Except
                as set forth on Schedule
                4.10,
                neither the Purchaser nor any other Person on behalf of the Purchaser
                has
                (A) filed a consent pursuant to Section 341(f) of the Code or agreed
                to
                have Section 341(f)(2) of the Code apply to any disposition of a
                subsection (f) asset (as such term is defined in Section 341(f)(4)
                of the
                Code) owned by the Purchaser, (B) agreed to or is required to make
                any
                adjustments pursuant to Section 481(a) of the Code or any similar
                provision of state, local or foreign law by reason of a change in
                accounting method initiated by the Purchaser or has any knowledge
                that the
                Internal Revenue Service has proposed any such adjustment or change
                in
                accounting method, or has any application pending with any taxing
                authority requesting permission for any changes in accounting methods
                that
                relate to the business or operations of the Purchaser, (C) executed
                or
                entered into a closing agreement pursuant to Section 7121 of the
                Code or
                any predecessor provision thereof or any similar provision of state,
                local
                or foreign law with respect to the Purchaser, or (D) requested any
                extension of time within which to file any Tax Return, which Tax
                Return
                has since not been filed.

            


    

     

    
      	 	
              (g)

            	
              No
                property owned by the Purchaser is (i) property required to be treated
                as
                being owned by another Person pursuant to the provisions of Section
                168(f)(8) of the Internal Revenue Code of 1954, as amended and in
                effect
                immediately prior to the enactment of the Tax Reform Act of 1986,
                (ii)
                constitutes "tax-exempt use property" within the meaning of Section
                168(h)(1) of the Code or (iii) is "tax-exempt bond financed property"
                within the meaning of Section 168(g) of the
                Code.

            


    

     

    
      	 	
              (h)

            	
              The
                Purchaser is not a foreign person within the meaning of Section 1445
                of
                the Code.

            


    

     

    
      	 	
              (i)

            	
              The
                Purchaser is not a party to any tax sharing or similar agreement
                or
                arrangement (whether or not written) pursuant to which it will have
                any
                obligation to make any payments after the
                Closing.

            


    

     

    
      	 	
              (j)

            	
              There
                is no contract, agreement, plan or arrangement covering any person
                that,
                individually or collectively, could give rise to the payment of any
                amount
                that would not be deductible by the Company, its Affiliates or their
                respective affiliates by reason of Section 280G of the Code, or would
                constitute compensation in excess of the limitation set forth in
                Section
                162(m) of the Code.

            


    

     

    
      	 	
              (k)

            	
              The
                Purchaser is not subject to any private letter ruling of the IRS
                or
                comparable rulings of other taxing
                authorities.

            


    

     

    
      	 	
              (l)

            	
              Except
                as set forth on Schedule 4.10, there are no liens as a result of
                any
                unpaid Taxes upon any of the assets of the
                Purchaser.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (m)

            	
              Except
                as set forth on Schedule
                4.10,
                the Purchaser has no elections in effect for federal income tax purposes
                under Sections 108, 168, 338, 441, 463, 472, 1017, 1033 or 4977 of
                the
                code.

            


    

     

    4.11 Real
      Property.

     

    
      	 	
              (a)

            	
              Schedule
                4.11(a)
                sets forth a complete list of (i) all real property and interests
                in real
                property owned in fee by the Purchaser (individually, an "Owned Property"
                and collectively, the "Owned Properties"), and (ii) all real property
                and
                interests in real property leased by the Purchaser (individually,
                a "Real
                Property Lease" and the real properties specified in such leases,
                together
                with the Owned Properties, being referred to herein individually
                as a
                "Purchaser Property" and collectively as the "Purchaser Properties")
                as
                lessee or lessor. The Purchaser has good and marketable fee title
                to all
                Owned Property, free and clear of all Liens of any nature whatsoever
                except (A) Liens set forth on Schedule
                4.11(a)
                and (B) Permitted Liens. The Purchaser Property constitutes all interests
                in real property currently used or currently held for use in connection
                with the business of the Purchaser and which are necessary for the
                continued operation of the business of the Purchaser as the business
                is
                currently conducted. The Purchaser has a valid and enforceable leasehold
                interest under each of the Real Property Leases, subject to applicable
                bankruptcy, insolvency, reorganization, moratorium and similar laws
                affecting creditors' rights and remedies generally and subject, as
                to
                enforceability, to general principles of equity (regardless of whether
                enforcement is sought in a proceeding at law or in equity), and the
                Purchaser has not received any written notice of any default or event
                that
                with notice or lapse of time, or both, would constitute a default
                by the
                Purchaser under any of the Real Property Leases. All of the Purchaser
                Property, buildings, fixtures and improvements thereon owned or leased
                by
                the Purchaser are in good operating condition and repair (subject
                to
                normal wear and tear). The Purchaser has delivered or otherwise made
                available to the Sellers, correct and complete copies of (i) all
                deeds,
                title reports and surveys for the Owned Properties and (ii) the Real
                Property Leases, together with all amendments, modifications or
                supplements, if any, thereto.

            


    

     

    
      	 	
              (b)

            	
              The
                Purchaser has all material certificates of occupancy and permits
                of any
                Governmental or Regulatory Authority necessary or useful for the
                current
                use and operation of each Purchaser Property, and the Purchaser has
                fully
                complied with all material conditions of the permits applicable to
                them.
                No default or violation, or event that with the lapse of time or
                giving of
                notice or both would become a default or violation, has occurred
                in the
                due observance of any permit. 

            


    

     

    
      	 	
              (c)

            	
              There
                does not exist any actual or, to the best knowledge of the Purchaser,
                threatened or contemplated condemnation or eminent domain proceedings
                that
                affect any Purchaser Property or any part thereof, and Purchaser
                has not
                received any notice, oral or written, of the intention of any Governmental
                or Regulatory Authority or other Person to take or use all or any
                part
                thereof.

            


    

     

    
      	 	
              (d)

            	
              The
                Purchaser has not received any written notice from any insurance
                company
                that has issued a policy with respect to any Purchaser Property requiring
                performance of any structural or other repairs or alterations to
                such
                Purchaser Property.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (e)

            	
              The
                Purchaser does not own or hold, and is not obligated under or a party
                to,
                any option, right of first refusal or other Contractual right to
                purchase,
                acquire, sell, assign or dispose of any real estate or any portion
                thereof
                or interest therein.

            


    

     

    4.12 Tangible
      Personal Property.

     

    
      	 	
              (a)

            	
              Schedule
                4.12(a) sets
                forth all leases of personal property ("Personal Property Leases")
                involving annual payments in excess of $25,000 relating to personal
                property used in the business of the Purchaser or to which the Purchaser
                is a party or by which the properties or assets of the Purchaser
                is bound.
                The Purchaser has delivered or otherwise made available to the Sellers
                true, correct and complete copies of the Personal Property Leases,
                together with all amendments, modifications or supplements
                thereto.

            


    

     

    
      	 	
              (b)

            	
              The
                Purchaser has a valid leasehold interest under each of the Personal
                Property Leases under which it is a lessee, subject to applicable
                bankruptcy, insolvency, reorganization, moratorium and similar laws
                affecting creditors' rights and remedies generally and subject, as
                to
                enforceability, to general principles of equity (regardless of whether
                enforcement is sought in a proceeding at law or in equity), and there
                is
                no default under any Personal Property Lease by the Purchaser or,
                to the
                best knowledge of the Purchaser, by any other party thereto, and
                no event
                has occurred that with the lapse of time or the giving of notice
                or both
                would constitute a default
                thereunder.

            


    

     

    
      	 	
              (c)

            	
              The
                Purchaser has good and marketable title to all of the items of tangible
                personal property reflected in the Balance Sheet (except as sold
                or
                disposed of subsequent to the date thereof in the ordinary course
                of
                business consistent with past practice), free and clear of any and
                all
                Liens other than the Permitted Liens. All such items of tangible
                personal
                property which, individually or in the aggregate, are material to
                the
                operation of the business of the Purchaser are in good condition
                and in a
                state of good maintenance and repair (ordinary wear and tear excepted)
                and
                are suitable for the purposes used.


            


    

     

    
      	 	
              (d)

            	
              All
                of the items of tangible personal property used by the Purchaser
                under the
                Personal Property Leases are in good condition and repair (ordinary
                wear
                and tear excepted) and are suitable for the purposes
                used.

            


    

     

    
      4.13 Intangible
        Property.

    

     

    Schedule
      4.13
      contains
      a complete and correct list of each patent, trademark, trade name, service
      mark
      and copyright owned or used by Purchaser as well as all registrations thereof
      and pending applications therefor, and each license or other agreement relating
      thereto. Except as set forth on Schedule
      4.13,
      each of
      the foregoing is owned by the party shown on such Schedule as owning the same,
      free and clear of all mortgages, claims, liens, security interests, charges
      and
      encumbrances and is in good standing and not the subject of any challenge.
      There
      have been no claims made and the Purchaser has not received any notice or
      otherwise knows or has reason to believe that any of the foregoing is invalid
      or
      conflicts with the asserted rights of others. The Purchaser possesses all
      patents, patent licenses, trade names, trademarks, service marks, brand marks,
      brand names, copyrights, know-how, formulate and other proprietary and trade
      rights necessary for the conduct of its business as now conducted, not subject
      to any restrictions and without any known conflict with the rights of others
      and
      the Purchaser has not forfeited or otherwise relinquished any such patent,
      patent license, trade name, trademark, service mark, brand mark, brand name,
      copyright, know-how, formulate or other proprietary right necessary for the
      conduct of its business as conducted on the date hereof. The Purchaser is not
      under any obligation to pay any royalties or similar payments in connection
      with
      any license to any Seller or any affiliate thereof.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    4.14 Material
      Contracts.

     

    Schedule
      4.14
      sets
      forth all of the following Contracts to which the Purchaser is a party or by
      which it is bound (collectively, the "Material Contracts"): (i) Contracts with
      any Seller or any current officer or director of the Purchaser; (ii) Contracts
      with any labor union or association representing any employee of the Purchaser;
      (iii) Contracts pursuant to which any party is required to purchase or sell
      a
      stated portion of its requirements or output from or to another party; (iv)
      Contracts for the sale of any of the assets of the Purchaser other than in
      the
      ordinary course of business or for the grant to any person of any preferential
      rights to purchase any of its assets; (v) joint venture agreements; (vi)
      Material Contracts containing covenants of the Purchaser not to compete in
      any
      line of business or with any person in any geographical area or covenants of
      any
      other person not to compete with the Purchaser in any line of business or in
      any
      geographical area; (vii) Contracts relating to the acquisition by the Purchaser
      of any operating business or the capital stock of any other person; (viii)
      Contracts relating to the borrowing of money; or (ix) any other Contracts,
      other
      than Real Property Leases, which involve the expenditure of more than $100,000
      in the aggregate or $25,000 annually or require performance by any party more
      than one year from the date hereof. There have been made available to the
      Sellers and their representatives true and complete copies of all of the
      Material Contracts. Except as set forth on Schedule
      4.14,
      all of
      the Material Contracts and other agreements are in full force and effect and
      are
      the legal, valid and binding obligation of the Purchaser, enforceable against
      them in accordance with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting creditors' rights and
      remedies generally and subject, as to enforceability, to general principles
      of
      equity (regardless of whether enforcement is sought in a proceeding at law
      or in
      equity). Except as set forth on Schedule
      4.14,
      the
      Purchaser is not in default in any material respect under any Material
      Contracts, nor, to the knowledge of Purchaser, is any other party to any
      Material Contract in default thereunder in any material respect.

     

    4.15 Employee
      Benefits.

     

    
      	 	
              (a)

            	
              Schedule
                4.15(a)
                sets forth a complete and correct list of (i) all "employee benefit
                plans", as defined in Section 3(3) ERISA, and any other pension plans
                or
                employee benefit arrangements, programs or payroll practices (including,
                without limitation, severance pay, vacation pay, company awards,
                salary
                continuation for disability, sick leave, retirement, deferred
                compensation, bonus or other incentive compensation, stock purchase
                arrangements or policies, hospitalization, medical insurance, life
                insurance and scholarship programs) maintained by the Purchaser or
                to
                which the Purchaser contributes or is obligated to contribute thereunder
                with respect to employees of the Purchaser ("Employee Benefit Plans")
                and
                (ii) all "employee pension plans", as defined in Section 3(2) of
                ERISA,
                maintained by the Purchaser or any trade or business (whether or
                not
                incorporated) which are under control, or which are treated as a
                single
                employer, with Purchaser as an ERISA Affiliate or to which the Purchaser
                or any ERISA Affiliate contributed or is obligated to contribute
                thereunder ("Pension Plans"). Schedule
                4.15(a)
                clearly identifies, in separate categories, Employee Benefit Plans
                or
                Pension Plans that are (i) subject to Section 4063 and 4064 of ERISA
                ("Multiple Employer Plans"), (ii) multiemployer plans (as defined
                in
                Section 4001(a)(3) of ERISA) ("Multiemployer Plans") or (iii) "benefit
                plans", within the meaning of Section 5000(b)(1) of the Code providing
                continuing benefits after the termination of employment (other than
                as
                required by Section 4980B of the Code or Part 6 of Title I of ERISA
                and at
                the former employee's or his beneficiary's sole
                expense).

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Each
                of the Employee Benefit Plans and Pension Plans intended to qualify
                under
                Section 401 of the Code ("Qualified Plans") so qualify and the trusts
                maintained thereto are exempt from federal income taxation under
                Section
                501 of the Code, and, except as disclosed on Schedule
                4.15(b),
                nothing has occurred with respect to the operation of any such plan
                which
                could cause the loss of such qualification or exemption or the imposition
                of any liability, penalty or tax under ERISA or the
                Code.

            


    

     

    
      	 	
              (c)

            	
              All
                contributions and premiums required by law or by the terms of any
                Employee
                Benefit Plan or Pension Plan which are defined benefit plans or money
                purchase plans or any agreement relating thereto have been timely
                made
                (without regard to any waivers granted with respect thereto) to any
                funds
                or trusts established thereunder or in connection therewith, and
                no
                accumulated funding deficiencies exist in any of such plans subject
                to
                Section 412 of the Code.

            


    

     

    
      	 	
              (d)

            	
              The
                benefit liabilities, as defined in Section 4001(a)(16) of ERISA,
                of each
                of the Employee Benefit Plans and Pension Plans subject to Title
                IV of
                ERISA using the actuarial assumptions that would be used by the Pension
                Benefit Guaranty Corporation (the "PBGC") in the event it terminated
                each
                such plan do not exceed the fair market value of the assets of each
                such
                plan. The liabilities of each Employee Benefit Plan that has been
                terminated or otherwise wound up, have been fully discharged in full
                compliance with applicable Law.

            


    

     

    
      	 	
              (e)

            	
              There
                has been no "reportable event" as that term is defined in Section
                4043 of
                ERISA and the regulations thereunder with respect to any of the Employee
                Benefit Plans or Pension Plans subject to Title IV of ERISA which
                would
                require the giving of notice, or any event requiring notice to be
                provided
                under Section 4041(c)(3)(C) or 4063(a) of
                ERISA.

            


    

     

    
      	 	
              (f)

            	
              There
                has been no violation of ERISA with respect to the filing of applicable
                returns, reports, documents and notices regarding any of the Employee
                Benefit Plans or Pension Plans with the Secretary of Labor or the
                Secretary of the Treasury or the furnishing of such notices or documents
                to the participants or beneficiaries of the Employee Benefit Plans
                or
                Pension Plans.

            


    

     

    
      	 	
              (g)

            	
              True,
                correct and complete copies of the following documents, with respect
                to
                each of the Employee Benefit Plans and Pension Plans (as applicable),
                have
                been delivered to the Sellers (A) any plans and related trust documents,
                and all amendments thereto, (B) the most recent Forms 5500 for the
                past
                three years and schedules thereto, (C) the most recent financial
                statements and actuarial valuations for the past three years, (D)
                the most
                recent Internal Revenue Service determination letter, (E) the most
                recent
                summary plan descriptions (including letters or other documents updating
                such descriptions) and (F) written descriptions of all non-written
                agreements relating to the Employee Benefit Plans and Pension
                Plans.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              There
                are no pending legal proceedings which have been asserted or instituted
                against any of the Employee Benefit Plans or Pension Plans, the assets
                of
                any such plans or the Purchaser, or the plan administrator or any
                fiduciary of the Employee Benefit Plans or Pension Plans with respect
                to
                the operation of such plans (other than routine, uncontested benefit
                claims), and there are no facts or circumstances which could form
                the
                basis for any such legal
                proceeding.

            


    

     

    
      	 	
              (i)

            	
              Each
                of the Employee Benefit Plans and Pension Plans has been maintained,
                in
                all material respects, in accordance with its terms and all provisions
                of
                applicable Law. All amendments and actions required to bring each
                of the
                Employee Benefit Plans and Pension Plans into conformity in all material
                respects with all of the applicable provisions of ERISA and other
                applicable Laws have been made or taken except to the extent that
                such
                amendments or actions are not required by law to be made or taken
                until a
                date after the Closing Date and are disclosed on Schedule
                4.15(i).

            


    

     

    
      	 	
              (j)

            	
              The
                Purchaser and any ERISA Affiliate which maintains a "benefits plan"
                within
                the meaning of Section 5000(b)(1) of ERISA, have complied with the
                notice
                and continuation requirements of Section 4980B of the Code or Part
                6 of
                Title I of ERISA and the applicable regulations
                thereunder.

            


    

     

    
      	 	
              (k)

            	
              None
                of the Purchaser, any ERISA Affiliate or any organization to which
                any is
                a successor or parent corporation, has divested any business or entity
                maintaining or sponsoring a defined benefit pension plan having unfunded
                benefit liabilities (within the meaning of Section 4001(a)(18) of
                ERISA)
                or transferred any such plan to any person other than the Purchaser
                or any
                ERISA Affiliate during the five-year period ending on the Closing
                Date.

            


    

     

    
      	 	
              (l)

            	
              The
                Purchaser is not a "party in interest" or "disqualified person" with
                respect to the Employee Benefit Plans or Pension Plans has engaged
                in a
                "prohibited transaction" within the meaning of Section 4975 of the
                Code or
                Section 406 of ERISA.

            


    

     

    
      	 	
              (m)

            	
              None
                of the Purchaser or any ERISA Affiliate has terminated any Employee
                Benefit Plan or Pension Plan subject to Title IV of ERISA, or incurred
                any
                outstanding liability under Section 4062 of ERISA to the Pension
                Benefit
                Guaranty Corporation or to a trustee appointed under Section 4042
                of
                ERISA.

            


    

     

    
      	 	
              (n)

            	
              Neither
                the execution and delivery of this Agreement nor the consummation
                of the
                transactions contemplated hereby will (i) result in any payment becoming
                due to any employee of Purchaser; (ii) increase any benefits otherwise
                payable under any Employee Benefit Plan or Pension Plan; or (iii)
                result
                in the acceleration of the time of payment or vesting of any such
                benefits.

            


    

     

    
      	 	
              (o)

            	
              No
                stock or other security issued by Purchaser forms or has formed a
                material
                part of the assets of any Employee Benefit Plan or Pension
                Plan.

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    4.16 Labor.

     

    
      	 	
              (a)

            	
              The
                Purchaser is not a party to any labor or collective bargaining agreement
                and there are no labor or collective bargaining agreements which
                pertain
                to employees of the Purchaser. 

            


    

     

    
      	 	
              (b)

            	
              No
                employees of the Purchaser are represented by any labor organization.
                No
                labor organization or group of employees of the Purchaser has made
                a
                pending demand for recognition, and there are no representation
                proceedings or petitions seeking a representation proceeding presently
                pending or, to the best knowledge of the Purchaser, threatened to
                be
                brought or filed, with the National Labor Relations Board or other
                labor
                relations tribunal. There is no organizing activity involving the
                Purchaser pending or, to the best knowledge of the Purchaser, threatened
                by any labor organization or group of employees of the
                Purchaser.

            


    

     

    
      	 	
              (c)

            	
              There
                are no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations
                or
                (ii) material grievances or other labor disputes pending or, to the
                best
                knowledge of any Purchaser, threatened against or involving the Purchaser.
                There are no unfair labor practice charges, grievances or complaints
                pending or, to the best knowledge of Purchaser, threatened by or
                on behalf
                of any employee or group of employees of the
                Purchaser.

            


    

     

    4.17 Litigation.

     

    There
      is
      no suit, action, proceeding, investigation, claim or order pending or, to the
      knowledge of the Purchaser, overtly threatened against the Purchaser (or to
      the
      knowledge of the Purchaser, pending or threatened, against any of the officers,
      directors or key employees of the Purchaser with respect to their business
      activities on behalf of the Purchaser), or to which the Purchaser is otherwise
      a
      party, which, if adversely determined, would have a Material Adverse Effect,
      before any court, or before any governmental department, commission, board,
      agency, or instrumentality; nor to the knowledge of the Purchaser is there
      any
      reasonable basis for any such action, proceeding, or investigation. The
      Purchaser is not subject to any judgment, order or decree of any court or
      governmental agency except to the extent the same are not reasonably likely
      to
      have a Material Adverse Effect and the Purchaser is not engaged in any legal
      action to recover monies due it or for damages sustained by it.

     

    4.18 Compliance
      with Laws; Permits.
      The
      Purchaser is in compliance with all Laws applicable to the Purchaser or to
      the
      conduct of the business or operations of the Purchaser or the use of its
      properties (including any leased properties) and assets, except for such
      non-compliances as would not, individually or in the aggregate, have a Material
      Adverse Effect. The Purchaser has all governmental permits and approvals from
      state, federal or local authorities which are required for the Purchaser to
      operate its business, except for those the absence of which would not,
      individually or in the aggregate, have a Material Adverse Effect. 

     

    4.19 Environmental
      Matters.
      Except
      as set forth on Schedule
      4.19
      hereto:

     

    
      	 	
              (a)

            	
              the
                operations of the Purchaser are in compliance with all applicable
                Environmental Laws and all Environmental
                Permits;

            


    

     

    
      	 	
              (b)

            	
              the
                Purchaser has obtained all permits required under all applicable
                Environmental Laws necessary to operate its
                business;

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              the
                Purchaser is not the subject of any outstanding written order or
                Contract
                with any Governmental or Regulatory Authority or Person respecting
                (i)
                Environmental Laws, (ii) Remedial Action, (iii) any release or threatened
                release of a Hazardous Material or (iv) any Hazardous
                Activity;

            


    

     

    
      	 	
              (d)

            	
              the
                Purchaser has not received any written communication alleging that
                the
                Purchaser may be in violation of any Environmental Law, or any
                Environmental Permit, or may have any liability under any Environmental
                Law;

            


    

     

    
      	 	
              (e)

            	
              the
                Purchaser has no current contingent liability in connection with
                any
                Hazardous Activity or release of any Hazardous Materials into the
                indoor
                or outdoor environment (whether on-site or
                off-site);

            


    

     

    
      	 	
              (f)

            	
              to
                the Purchaser’s knowledge, there are no investigations of the business,
                operations, or currently or previously owned, operated or leased
                property
                of the Purchaser pending or threatened which could lead to the imposition
                of any liability pursuant to Environmental
                Law;

            


    

     

    
      	 	
              (g)

            	
              there
                is not located at any of the properties of the Purchaser any (i)
                underground storage tanks, (ii) asbestos-containing material or (iii)
                equipment containing polychlorinated biphenyls;
                and,

            


    

     

    
      	 	
              (h)

            	
              the
                Purchaser has provided to the Sellers all environmentally related
                audits,
                studies, reports, analyses, and results of investigations that have
                been
                performed with respect to the currently or previously owned, leased
                or
                operated properties of the
                Purchaser.

            


    

     

    4.20 Insurance.
      Schedule
      4.20
      sets
      forth a complete and accurate list of all policies of insurance of any kind
      or
      nature covering the Purchaser or any of its employees, properties or assets,
      including, without limitation, policies of life, disability, fire, theft,
      workers compensation, employee fidelity and other casualty and liability
      insurance. All such policies are in full force and effect, and, to the
      Purchaser’s knowledge, the Purchaser is not in default of any provision thereof,
      except for such defaults as would not, individually or in the aggregate, have
      a
      Material Adverse Effect. 

     

    4.21 Inventories;
      Receivables; Payables.

     

    
      	 	
              (a)

            	
              Purchaser
                maintains no inventories.

            


    

     

    
      	 	
              (b)

            	
              All
                accounts receivable of the Purchaser have arisen from bona fide
                transactions in the ordinary course of business consistent with past
                practice. All accounts receivable of the Purchaser reflected on the
                Balance Sheet are good and collectible at the aggregate recorded
                amounts
                thereof, net of any applicable reserve for returns or doubtful accounts
                reflected thereon, which reserves are adequate and were calculated
                in a
                manner consistent with past practice and in accordance with GAAP
                consistently applied. All accounts receivable arising after the Balance
                Sheet Date are good and collectible at the aggregate recorded amounts
                thereof, net of any applicable reserve for returns or doubtful accounts,
                which reserves are adequate and were calculated in a manner consistent
                with past practice and in accordance with GAAP consistently
                applied.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (c)

            	
              All
                accounts payable of the Purchaser reflected in the Balance Sheet
                or
                arising after the date thereof are the result of bona fide transactions
                in
                the ordinary course of business and have been paid or are not yet
                due and
                payable.

            


    

     

    4.22 Related
      Party Transactions.
      Except
      as set forth on Schedule
      4.22,
      neither
      the Purchaser nor any Affiliates of Purchaser has borrowed any moneys from
      or
      has outstanding any indebtedness or other similar obligations to the Purchaser.
      Except as set forth in Schedule
      4.22,
      neither
      the Purchaser, any Affiliate of the Purchaser nor any officer or employee of
      any
      of them (i) owns any direct or indirect interest of any kind in, or controls
      or
      is a director, officer, employee or partner of, or consultant to, or lender
      to
      or borrower from or has the right to participate in the profits of, any Person
      which is (A) a competitor, supplier, customer, landlord, tenant, creditor or
      debtor of the Purchaser, (B) engaged in a business related to the business
      of
      the Purchaser, or (C) a participant in any transaction to which the Purchaser
      is
      a party or (ii) is a party to any Contract with the Purchaser.

     

    4.23 No
      Misrepresentation.
      No
      representation or warranty of Purchaser contained in this Agreement or in any
      schedule hereto or in any certificate or other instrument furnished by the
      Purchaser to Sellers pursuant to the terms hereof, contains any untrue statement
      of a material fact or omits to state a material fact necessary to make the
      statements contained herein or therein not misleading.

     

    4.24 Financial
      Advisors.
      Except
      as set forth on Schedule
      4.24,
      no
      Person has acted, directly or indirectly, as a broker or finder for the
      Purchaser in connection with the transactions contemplated by this Agreement
      and
      no Person is entitled to any fee or commission or like payment in respect
      thereof. 

     

    4.25 Guarantees.
      Schedule
      4.25
      hereto
      is a complete and accurate list and summary description of all written
      guarantees currently in effect heretofore issued by the Purchaser to any bank
      or
      other lender in connection with any credit facilities extended by such creditors
      to the Purchaser in connection with any other contracts or agreements
      (collectively, the "Guarantees"), including the name of such creditor and the
      amount of the indebtedness, together with any interest and fees currently owing
      and expected to be outstanding as of the Closing. 

     

    4.26 Patriot
      Act.
      The
      Purchaser certifies that it has not been designated, and is not owned or
      controlled, by a “suspected terrorist” as defined in Executive Order 13224. The
      Purchaser hereby acknowledges that the Company and the Sellers seek to comply
      with all applicable Laws concerning money laundering and related activities.
      In
      furtherance of those efforts, the Purchaser hereby represents, warrants and
      agrees that: (i) none of the cash or property owned by the Purchaser has been
      or
      shall be derived from, or related to, any activity that is deemed criminal
      under
      United States law; and (ii) no contribution or payment by the Purchaser has,
      and
      this Agreement will not, cause the Purchaser to be in violation of the United
      States Bank Secrecy Act, the United States International Money Laundering
      Control Act of 1986 or the United States International Money Laundering
      Abatement and Anti-Terrorist Financing Act of 2001. 

     

    4.27 Trading
      Status.
      Purchaser’s common stock is traded on the OTC Bulletin Board, under the trading
      symbol “ARMC.” As of the Closing, Purchaser’s Common Stock will be listed for
      trading on the OTCBB with at least one market maker.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    4.28 Reporting
      Status.
      Purchaser is a reporting issuer under Section 15(d) of the Securities Exchange
      Act of 1934 (the “’34 Act”). Purchaser is now, and as of the Closing will be,
      current in its filings and will have filed all of the filings required to have
      been made in the previous twelve months. 

     

    4.29 Investment
      Intention.
      Purchaser is acquiring the Shares for its own account, for investment purposes
      only and not with a view to the distribution (as such term is used in Section
      2(11) of the Securities Act of 1933, as amended (the "Securities Act") thereof.
      Purchaser understands that the Shares have not been registered under the
      Securities Act and cannot be sold unless subsequently registered under the
      Securities Act or an exemption from such registration is available.

     

    4.30 Acquisition
      Shares.
      The
      Acquisition Shares issuable pursuant to the purchase price, when issued, will
      be
      duly authorized and validly issued, fully paid and non-assessable, will be
      delivered hereunder free and clear of any Liens, except that such Acquisition
      Shares will be "restricted securities", as such term is defined in the rules
      and
      regulations of the SEC promulgated under the Securities Act, and will be subject
      to restrictions on transfers pursuant to such rules and regulations.


     

    


    ARTICLE
      5.

    COVENANTS

     

    5.1 Access
      to Information.

     

    The
      Sellers agree that, prior to the Closing Date, the Purchaser shall be entitled,
      through its officers, employees and representatives (including, without
      limitation, its legal advisors and accountants), to make such investigation
      of
      the properties, businesses and operations of the Company and its Subsidiaries
      and such examination of the books, records and financial condition of the
      Company and its Subsidiaries as it reasonably requests and to make extracts
      and
      copies of such books and records. Any such investigation and examination shall
      be conducted during regular business hours and under reasonable circumstances,
      and the Sellers shall cooperate, and shall cause the Company and its
      Subsidiaries to cooperate, fully therein. No investigation by the Purchaser
      prior to or after the date of this Agreement shall diminish or obviate any
      of
      the representations, warranties, covenants or agreements of the Sellers
      contained in this Agreement or the Seller Documents. In order that the Purchaser
      may have full opportunity to make such physical, business, accounting and legal
      review, examination or investigation as it may reasonably request of the affairs
      of the Company and its Subsidiaries, the Company shall cause the officers,
      employees, consultants, agents, accountants, attorneys and other representatives
      of the Company and its Subsidiaries to cooperate fully with such representatives
      in connection with such review and examination.

     

    5.2 Conduct
      of the Business Pending the Closing. 

     

    
      	 	
              (a)

            	
              Except
                as otherwise expressly contemplated by this Agreement or with the
                prior
                written consent of the Purchaser, the Sellers shall, and shall cause
                the
                Company to:

            


    

     

    
      	 	
              (i)

            	
              conduct
                the businesses of the Company only in the ordinary course consistent
                with
                past practice;

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (ii)

            	
              use
                its best efforts to (A) preserve its present business operations,
                organization (including, without limitation, management and the sales
                force) and goodwill of the Company and (B) preserve its present
                relationship with Persons having business dealings with the
                Company;

            


    

     

    
      	 	
              (iii)

            	
              maintain
                (A) all of the assets and properties of the Company in their current
                condition, ordinary wear and tear excepted and (B) insurance upon
                all of
                the properties and assets of the Company in such amounts and of such
                kinds
                comparable to that in effect on the date of this
                Agreement;

            


    

     

    
      	 	
              (iv)

            	
              (A)
                maintain the books, accounts and records of the Company in the ordinary
                course of business consistent with past practices, (B) continue to
                collect
                accounts receivable and pay accounts payable utilizing normal procedures
                and without discounting or accelerating payment of such accounts,
                and (C)
                comply with all contractual and other obligations applicable to the
                operation of the Company; and

            


    

     

    
      	 	
              (v)

            	
              comply
                in all material respects with applicable laws, including, without
                limitation, Environmental Laws.

            


    

     

    
      	 	
              (b)

            	
              Except
                as otherwise expressly contemplated by this Agreement or with the
                prior
                written consent of the Purchaser, the Sellers shall not, and shall
                cause
                the Company not to:

            


    

     

    
      	 	
              (i)

            	
              declare,
                set aside, make or pay any dividend or other distribution in respect
                of
                the capital stock of the Company or repurchase, redeem or otherwise
                acquire any outstanding shares of the capital stock or other securities
                of, or other ownership interests in, the
                Company;

            


    

     

    
      	 	
              (ii)

            	
              transfer,
                issue, sell or dispose of any shares of capital stock or other securities
                of the Company or grant options, warrants, calls or other rights
                to
                purchase or otherwise acquire shares of the capital stock or other
                securities of the Company;

            


    

     

    
      	 	
              (iii)

            	
              effect
                any recapitalization, reclassification, stock split or like change
                in the
                capitalization of the Company;

            


    

     

    
      	
            	
              (iv)

            	
              amend
                the certificate of incorporation or by-laws of the
                Company;

            


    

     

    
      	 	
              (v)

            	
              (A)
                materially increase the annual level of compensation of any employee
                of
                the Company, (B) increase the annual level of compensation payable
                or to
                become payable by the Company to any of its executive officers, (C)
                grant
                any unusual or extraordinary bonus, benefit or other direct or indirect
                compensation to any employee, director or consultant, (D) increase
                the
                coverage or benefits available under any (or create any new) severance
                pay, termination pay, vacation pay, company awards, salary continuation
                for disability, sick leave, deferred compensation, bonus or other
                incentive compensation, insurance, pension or other employee benefit
                plan
                or arrangement made to, for, or with any of the directors, officers,
                employees, agents or representatives of the Company or otherwise
                modify or
                amend or terminate any such plan or arrangement or (E) enter into
                any
                employment, deferred compensation, severance, consulting, non-competition
                or similar agreement (or amend any such agreement) to which the Company
                is
                a party or involving a director, officer or employee of the Company
                in his
                or her capacity as a director, officer or employee of the
                Company;

            


    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (vi)

            	
              subject
                to any Lien (except for leases that do not materially impair the
                use of
                the property subject thereto in their respective businesses as presently
                conducted), any of the properties or assets (whether tangible or
                intangible) of the Company;

            


    

     

    
      	 	
              (vii)

            	
              acquire
                any material properties or assets or sell, assign, transfer, convey,
                lease
                or otherwise dispose of any of the material properties or assets
                (except
                for fair consideration in the ordinary course of business consistent
                with
                past practice) of the Company except as previously consented to by
                the
                Purchaser;

            


    

     

    
      	 	
              (viii)

            	
              cancel
                or compromise any debt or claim or waive or release any material
                right of
                the Company except in the ordinary course of
                business;

            


    

     

    
      	 	
              (ix)

            	
              enter
                into any commitment for capital expenditures of the Company in excess
                of
                $25,000 for any individual commitment and $100,000 for all commitments
                in
                the aggregate;

            


    

     

    
      	 	
              (x)

            	
              enter
                into, modify or terminate any labor or collective bargaining agreement
                of
                the Company or, through negotiation or otherwise, make any commitment
                or
                incur any liability to any labor organization with respect to the
                Company;

            


    

     

    
      	 	
              (xi)

            	
              permit
                the Company to enter into any transaction or to make or enter into
                any
                Contract which by reason of its size or otherwise is not in the ordinary
                course of business consistent with past
                practice;

            


    

     

    
      	 	
              (xii)

            	
              permit
                the Company to enter into or agree to enter into any merger or
                consolidation with, any corporation or other entity, and not engage
                in any
                new business or invest in, make a loan, advance or capital contribution
                to, or otherwise acquire the securities of any other
                Person;

            


    

     

    
      	 	
              (xiii)

            	
              except
                for transfers of cash pursuant to normal cash management practices,
                permit
                the Company to make any investments in or loans to, or pay any fees
                or
                expenses to, or enter into or modify any Contract with, any Seller
                or any
                Affiliate of any Seller; or

            


    

     

    
      	 	
              (xiv)

            	
              agree
                to do anything prohibited by this Section or anything which would
                make any
                of the representations and warranties of the Sellers in this Agreement
                or
                the Seller Documents untrue or incorrect in any material respect
                as of any
                time through and including the Effective
                Time.

            


    

     

    5.3 Reserved. 

     

    5.4 Other
      Actions. Each
      of
      the Sellers and the Purchaser shall use its best efforts to (i) take all actions
      necessary or appropriate to consummate the transactions contemplated by this
      Agreement and (ii) cause the fulfillment at the earliest practicable date of
      all
      of the conditions to their respective obligations to consummate the transactions
      contemplated by this Agreement.

     

    5.5 Reserved
      

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    5.6 Publicity. None
      of
      the Sellers nor the Purchaser shall issue any press release or public
      announcement concerning this Agreement or the transactions contemplated hereby
      without obtaining the prior written approval of the other party hereto, which
      approval will not be unreasonably withheld or delayed, unless, in the sole
      reasonable judgment of the Purchaser or the Company, disclosure is otherwise
      required by applicable Law or by the applicable rules of any stock exchange
      on
      which the Purchaser lists securities, provided that, to the extent required
      by
      applicable law, the party intending to make such release shall use its best
      efforts consistent with such applicable law to consult with the other party
      with
      respect to the text thereof. 

     

    5.7 Use
      of
      Name. The
      Sellers hereby agree that upon the consummation of the transactions contemplated
      hereby, the Purchaser and the Company shall have the sole right to the use
      of
      the name “Armitage Mining Corp.” and/or “Golden Autumn Holdings, Inc.” and/or
      any variations thereof and the Sellers shall not, and shall not cause or permit
      any Affiliate to, use such name or any variation or simulation thereof in any
      business involving the Company business or any related business. If, after
      the
      Closing Date, the Company changes its name and the Company and its Affiliates
      cease to use such name or any variation thereof in any of their businesses
      for a
      period of twelve consecutive months, then the foregoing restriction with respect
      to the use of the Company's name shall cease and the Sellers may use such name
      in the conduct of any business.

     

    5.8
      Delivery
      of Shares
      Within
      ten days of the Closing, Sellers shall transfer and deliver to Purchaser
      Certificates representing 100% of the Shares which Shares shall be free and
      clear of any and all Liens

    


    ARTICLE
      6.

    CONDITIONS
      TO CLOSING

     

    6.1 Conditions
      Precedent to Obligations of Purchaser. 

     

    The
      obligation of the Purchaser to consummate the transactions contemplated by
      this
      Agreement is subject to the fulfillment, on or prior to the Closing Date, of
      each of the following conditions (any or all of which may be waived by the
      Purchaser in whole or in part to the extent permitted by applicable
      law):

     

    
      	 	
              (a)

            	
              all
                representations and warranties of the Sellers contained herein shall
                be
                true and correct as of the date hereof and as of the Closing
                Date;

            


    

     

    
      	 	
              (b)

            	
              all
                representations and warranties of the Sellers contained herein qualified
                as to materiality shall be true and correct, and the representations
                and
                warranties of the Sellers contained herein not qualified as to materiality
                shall be true and correct in all material respects, at and as of
                the
                Closing Date with the same effect as though those representations
                and
                warranties had been made again at and as of that
                time;

            


    

     

    
      	 	
              (c)

            	
              the
                Sellers shall have performed and complied in all material respects
                with
                all obligations and covenants required by this Agreement to be performed
                or complied with by them on or prior to the Closing Date;
                and 

            


    

     

    
      	 	
              (d)

            	
              there
                shall not have been or occurred any material adverse change in the
                business or operations of the Company.


            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    


    6.2 Conditions
      Precedent to Obligations of the Sellers.

     

    The
      obligations of the Sellers to consummate the transactions contemplated by this
      Agreement are subject to the fulfillment, prior to or on the Closing Date,
      of
      each of the following conditions (any or all of which may be waived by the
      Sellers in whole or in part to the extent permitted by applicable
      law):

     

    
      	 	
              (a)

            	
              all
                representations and warranties of the Purchaser contained herein
                shall be
                true and correct as of the date hereof and as of the Closing
                Date;

            


    

     

    
      	 	
              (b)

            	
              all
                representations and warranties of the Purchaser contained herein
                qualified
                as to materiality shall be true and correct, and all representations
                and
                warranties of the Purchaser contained herein not qualified as to
                materiality shall be true and correct in all material respects, at
                and as
                of the Closing Date with the same effect as though those representations
                and warranties had been made again at and as of that
                date;

            


    

     

    
      	 	
              (c)

            	
              the
                Purchaser shall have performed and complied in all material respects
                with
                all obligations and covenants required by this Agreement to be performed
                or complied with by Purchaser on or prior to the Closing
                Date;

            


    

     

    
      	 	
              (d)

            	
              the
                Sellers shall have been furnished with certificates (dated the Closing
                Date and in form and substance reasonably satisfactory to the Sellers)
                executed by the Chief Executive Officer and Chief Financial Officer
                of the
                Purchaser certifying as to the fulfillment of the conditions specified
                in
                Sections 6.2(a),
                6.2(b)
                and 6.2(c)
                hereof;

            


    

     

    
      	 	
              (e)

            	
              there
                shall not be in effect any Order by a Governmental or Regulatory
                Authority
                of competent jurisdiction restraining, enjoining or otherwise prohibiting
                the consummation of the transactions contemplated
                hereby;

            


    

     

    
      	 	
              (f)

            	
              the
                Sellers shall have obtained all consents and waivers referred to
                in
                Section 4.6(b) hereof, in a form reasonably satisfactory to the Purchaser,
                with respect to the transactions contemplated by this Agreement and
                the
                Seller Documents;

            


    

     

    
      	 	
              (g)

            	
              all
                officers and members of the Board of Directors of the Purchaser shall
                have
                resigned and shall have appointed the designees of the Sellers as
                members
                of the Board of Directors; and

            


    

     

    ARTICLE
      7.

    TERMINATION

     

    7.1 Material
      Change in the Business of Company.
      If any
      material loss or damage to the Company Business occurs prior to Closing and
      such
      loss or damage, in Purchaser' reasonable opinion, cannot be substantially
      repaired or replaced within sixty (60) days, Purchaser shall, within two (2)
      days following any such loss or damage, by notice in writing to Company, at
      its
      option, either:

     

    
      	 	
              (a)

            	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

     

    
      	 	
              (b)

            	
              elect
                to complete the Acquisition and the other transactions contemplated
                hereby, in which case the proceeds and the rights to receive the
                proceeds
                of all insurance covering such loss or damage will, as a condition
                precedent to Purchaser' obligations to carry out the transactions
                contemplated hereby, be vested in Company or otherwise adequately
                secured
                to the satisfaction of Purchaser on or before the Closing
                Date.

            


    

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    7.2 Material
      Change in the Purchaser Business.
       If
      any
      material loss or damage to the Purchaser Business occurs prior to Closing and
      such loss or damage, in Company's reasonable opinion, cannot be substantially
      repaired or replaced within sixty (60) days, Company shall, within two (2)
      days
      following any such loss or damage, by notice in writing to Purchaser, at its
      option, either:

     

    
      	 	
              (a)

            	
              terminate
                this Agreement, in which case no party will be under any further
                obligation to any other party; or

            


    

     

    
      	 	
              (b)

            	
              elect
                to complete the Acquisition and the other transactions contemplated
                hereby, in which case the proceeds and the rights to receive the
                proceeds
                of all insurance covering such loss or damage will, as a condition
                precedent to Company's obligations to carry out the transactions
                contemplated hereby, be vested in Purchaser or otherwise adequately
                secured to the satisfaction of Company on or before the Closing
                Date.

            


    

     

    ARTICLE
      8.

    DOCUMENTS
      TO BE DELIVERED

     

    8.1 Documents
      to be Delivered by the Sellers. 

     

    At
      the
      Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser
      the following:

     

    
      	 	
              (a)

            	
              certificates
                of good standing with respect to the Company issued by the Secretary
                of
                State of the Delaware and for each state in which the Company is
                qualified
                to do business as a foreign corporation; and


            


    

     

    
      	 	
              (b)

            	
              such
                other documents as the Purchaser shall reasonably
                request.

            


    

     

    8.2 Documents
      to be Delivered by the Purchaser. 

     

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

     

    
      	 	
              (a)

            	
              the
                Acquisition Shares;

            


    

    
       

      
        	 	
                (b)

              	
                the
                  certificates referred to in Section 6.2(d)
                  hereof;

              


      

       

    

    
      
        	 	
                (d)

              	
                certificates
                  of good standing with respect to the Purchaser issued by the Secretary
                  of
                  State of the Nevada and for each state in which the Purchaser is
                  qualified
                  to do business as a foreign
                  corporation;

              


      

       

      
        
          	 	
                  (e)

                	
                  resignations
                    of the officers and members of the Board of Directors of Purchaser;
                    and

                


        

        
           

          
            
              
              

            

            
              29

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    (d)

                  	
                    such
                      other documents as the Sellers shall reasonably
                      request.

                  


          

           

        

      

    

    ARTICLE
      9.

    INDEMNIFICATION

     

    9.1 Indemnification.

     

    
      	 	
              (a)

            	
              Subject
                to Section 9.2
                hereof, the Sellers hereby agree to jointly and severally indemnify
                and
                hold the Purchaser, the Company, and their respective directors,
                officers,
                employees, Affiliates, agents, successors and assigns (collectively,
                the
                "Purchaser Indemnified Parties") harmless from and
                against:

            


    

     

    
      	 	
              (i)

            	
              any
                and all losses, liabilities, obligations, damages, costs and expenses
                based upon, attributable to or resulting from the failure of any
                representation or warranty of the Sellers set forth in Article
                3
                hereof, or any representation or warranty contained in any certificate
                delivered by or on behalf of the Sellers pursuant to this Agreement,
                to be
                true and correct in all respects as of the date made;
                

            


    

     

    
      	 	
              (ii)

            	
              any
                and all losses, liabilities, obligations, damages, costs and expenses
                based upon, attributable to or resulting from the breach of any covenant
                or other agreement on the part of the Sellers under this
                Agreement; 

            


    

     

    
      	
            	
              (iii)

            	
              any
                and all Expenses incident to the
                foregoing.

            


    

     

    
      	 	
              (b)

            	
              Subject
                to Section 9.2,
                Purchaser hereby agrees to indemnify and hold the Sellers and their
                respective Affiliates, agents, successors and assigns (collectively,
                the
                "Seller Indemnified Parties") harmless from and against: 

            


    

     

    
      	 	
              (i)

            	
              any
                and all losses, liabilities, obligations, damages, costs and expenses
                based upon, attributable to or resulting from the failure of any
                representation or warranty of the Purchaser set forth in Section
                4 hereof,
                or any representation or warranty contained in any certificate delivered
                by or on behalf of the Purchaser pursuant to this Agreement, to be
                true
                and correct as of the date made;

            


    

     

    
      	 	
              (ii)

            	
              any
                and all losses, liabilities, obligations, damages, costs and expenses
                based upon, attributable to or resulting from the breach of any covenant
                or other agreement on the part of the Purchaser under this Agreement;
                and

            


    

     

    
      	
            	
              (iii)

            	
              any
                and all Expenses incident to the
                foregoing.

            


    

     

    9.2 Limitations
      on Indemnification for Breaches of Representations and
      Warranties.

     

    An
      Indemnifying Party shall not have any liability under Section 9.1(a)(ii)
      or
      Section 9.1(b)
      hereof
      unless the aggregate amount of Losses and Expenses to the indemnified parties
      finally determined to arise thereunder based upon, attributable to or resulting
      from the failure of any representation or warranty to be true and correct,
      other
      than the representations and warranties set forth in Sections 3.7,
      3.10
      and
3.15
      hereof,
      exceeds $5,000 (the “Basket”) and, in such event, the Indemnifying Party shall
      be required to pay the entire amount of such Losses and Expenses.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    9.3 Indemnification
      Procedures.

     

    
      	 	
              (a)

            	
              In
                the event that any legal proceedings shall be instituted or that
                any claim
                or demand ("Claim") shall be asserted by any Person in respect of
                which
                payment may be sought under Section 9.1 hereof (regardless of the
                Basket
                referred to above), the Indemnified Party shall reasonably and promptly
                cause written notice of the assertion of any Claim of which it has
                knowledge which is covered by this indemnity to be forwarded to the
                Indemnifying Party. The Indemnifying Party shall have the right,
                at its
                sole option and expense, to be represented by counsel of its choice,
                which
                must be reasonably satisfactory to the Indemnified Party, and to
                defend
                against, negotiate, settle or otherwise deal with any Claim which
                relates
                to any Losses indemnified against hereunder. If the Indemnifying
                Party
                elects to defend against, negotiate, settle or otherwise deal with
                any
                Claim which relates to any Losses indemnified against hereunder,
                it shall
                within five (5) days (or sooner, if the nature of the Claim so requires)
                notify the Indemnified Party of its intent to do so. If the Indemnifying
                Party elects not to defend against, negotiate, settle or otherwise
                deal
                with any Claim which relates to any Losses indemnified against hereunder,
                fails to notify the Indemnified Party of its election as herein provided
                or contests its obligation to indemnify the Indemnified Party for
                such
                Losses under this Agreement, the Indemnified Party may defend against,
                negotiate, settle or otherwise deal with such Claim. If the Indemnified
                Party defends any Claim, then the Indemnifying Party shall reimburse
                the
                Indemnified Party for the Expenses of defending such Claim upon submission
                of periodic bills. If the Indemnifying Party shall assume the defense
                of
                any Claim, the Indemnified Party may participate, at his or its own
                expense, in the defense of such Claim; provided, however, that such
                Indemnified Party shall be entitled to participate in any such defense
                with separate counsel at the expense of the Indemnifying Party if,
                (i) so
                requested by the Indemnifying Party to participate or (ii) in the
                reasonable opinion of counsel to the Indemnified Party, a conflict
                or
                potential conflict exists between the Indemnified Party and the
                Indemnifying Party that would make such separate representation advisable;
                and provided, further, that the Indemnifying Party shall not be required
                to pay for more than one such counsel for all indemnified parties
                in
                connection with any Claim. The parties hereto agree to cooperate
                fully
                with each other in connection with the defense, negotiation or settlement
                of any such Claim.

            


    

     

    
      	 	
              (b)

            	
              After
                any final judgment or award shall have been rendered by a court,
                arbitration board or administrative agency of competent jurisdiction
                and
                the expiration of the time in which to appeal therefrom, or a settlement
                shall have been consummated, or the Indemnified Party and the Indemnifying
                Party shall have arrived at a mutually binding agreement with respect
                to a
                Claim hereunder, the Indemnified Party shall forward to the Indemnifying
                Party notice of any sums due and owing by the Indemnifying Party
                pursuant
                to this Agreement with respect to such matter and the Indemnifying
                Party
                shall be required to pay all of the sums so due and owing to the
                Indemnified Party by wire transfer of immediately available funds
                within
                10 business days after the date of such
                notice.

            


    

     

    
      	 	
              (c)

            	
              The
                failure of the Indemnified Party to give reasonably prompt notice
                of any
                Claim shall not release, waive or otherwise affect the Indemnifying
                Party's obligations with respect thereto except to the extent that
                the
                Indemnifying Party can demonstrate actual loss and prejudice as a
                result
                of such failure.

            


    

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    ARTICLE
      10.

    POST-CLOSING
      MATTERS

     

    10.1 Forthwith
      after the Closing, Purchaser, Company and the Sellers agree to use all their
      best efforts to:

     

    
      	 	
              (a)

            	
              issue
                a news release reporting the Closing;


            


    

     

    
      	 	
              (b)

            	
              take
                all necessary corporate action to change the name of the Purchaser
                to
                Golden Autumn Holdings, Inc.; 

            


    

     

    
      	 	
              (c)

            	
              file
                a Form 8-K with the Securities and Exchange Commission disclosing
                the
                terms of this Agreement with audited financial statements of Company
                as
                well as any required pro forma financial information or other information
                of Company and Purchaser as required by the rules and regulations
                of the
                Securities and Exchange Commission;
                and

            


    

     

    
      	 	
              (d)

            	
              make
                all other Securities and Exchange Commission filings necessary and
                proper
                incident to the terms of this Agreement, including filings with respect
                to
                the resignation of officers and directors, and for the disclosure
                of a
                definitive material transaction.

            


    

     

    ARTICLE
      11.

    GENERAL
      PROVISIONS

     

    11.1 Notices. All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered personally or mailed by certified mail,
      return receipt requested, to the parties (and shall also be transmitted by
      facsimile to the Persons receiving copies
      thereof) at the following addresses (or to such other address as a party may
      have specified by notice given to the other party pursuant to this
      provision):

     

    If
      to
      Purchaser to:

    


    Armitage
      Mining Corp. 

    730
      W.
      Randolph, 6th
      Floor

    Chicago,
      Illinois 60661

    


    If
      to
      Company or Sellers to:

    Golden
      Autumn Holdings, Inc.

    15455
      Dallas Parkway, Sixth Floor

    Dallas,
      Texas 75001

    Attention:
      Charles Fu

    


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    with
      a
      copy to:

    


    Gregory
      Sichenzia, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas

    New
      York,
      New York 10018

    Phone:
      (212) 930-9700

    Facsimile:
      (212) 930-9725

    


    All
      such
      notices, requests and other communications will (i) if delivered personally
      to
      the address as provided in this Section, be deemed given upon delivery, (ii)
      if
      delivered by mail in the manner described above to the address as provided
      in
      this Section, be deemed given upon receipt, and (iii) if delivered by courier
      to
      the address as provided for in this Section, be deemed given on the earlier
      of
      the second Business Day following the date sent by such courier or upon receipt.
      Any party from time to time may change its address or other information for
      the
      purpose of notices to that party by giving notice specifying such change to
      the
      other party hereto. 

    


    11.2 Payment
      of Sales, Use or Similar Taxes. All
      sales, use, transfer, intangible, recordation, documentary stamp or similar
      Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
      the transactions contemplated by this Agreement shall be borne by the
      Sellers.

     

    11.3 Expenses. Except
      as
      otherwise provided in this Agreement, the Sellers and the Purchaser shall each
      bear its own expenses incurred in connection with the negotiation and execution
      of this Agreement and each other agreement, document and instrument contemplated
      by this Agreement and the consummation of the transactions contemplated hereby
      and thereby, it being understood that in no event shall the Company bear any
      of
      such costs and expenses.

     

    11.4 Specific
      Performance. The
      Sellers and the Purchasers each acknowledge and agree that the breach of this
      Agreement would cause irreparable damage to the other and that neither will
      not
      have an adequate remedy at law. Therefore, the obligations of the Purchaser
      and
      Sellers shall be enforceable by a decree of specific performance issued by
      any
      court of competent jurisdiction, and appropriate injunctive relief may be
      applied for and granted in connection therewith. Such remedies shall, however,
      be cumulative and not exclusive and shall be in addition to any other remedies
      which any party may have under this Agreement or otherwise.

     

    11.5 Further
      Assurances. The
      Sellers and the Purchaser each agrees to execute and deliver such other
      documents or agreements and to take such other action as may be reasonably
      necessary or desirable for the implementation of this Agreement and the
      consummation of the transactions contemplated hereby.

     

    11.6 Submission
      to Jurisdiction; Consent to Service of Process.

     

    
      	 	
              (a)

            	
              The
                parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
                of any federal or state court located within the State of New York
                over
                any dispute arising out of or relating to this Agreement or any of
                the
                transactions contemplated hereby and each party hereby irrevocably
                agrees
                that all claims in respect of such dispute or any suit, action proceeding
                related thereto may be heard and determined in such courts. The parties
                hereby irrevocably waive, to the fullest extent permitted by applicable
                law, any objection which they may now or hereafter have to the laying
                of
                venue of any such dispute brought in such court or any defense of
                inconvenient forum for the maintenance of such dispute. Each of the
                parties hereto agrees that a judgment in any such dispute may be
                enforced
                in other jurisdictions by suit on the judgment or in any other manner
                provided by law.

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              Each
                of the parties hereto hereby consents to process being served by
                any party
                to this Agreement in any suit, action or proceeding by the mailing
                of a
                copy thereof in accordance with the provisions of Section 11.1.

            


    

     

    11.7 Entire
      Agreement; Amendments and Waivers.
      This
      Agreement (including the schedules and exhibits hereto) represents the entire
      understanding and agreement between the parties hereto with respect to the
      subject matter hereof and can be amended, supplemented or changed, and any
      provision hereof can be waived, only by written instrument making specific
      reference to this Agreement signed by the party against whom enforcement of
      any
      such amendment, supplement, modification or waiver is sought. No action taken
      pursuant to this Agreement, including without limitation, any investigation
      by
      or on behalf of any party, shall be deemed to constitute a waiver by the party
      taking such action of compliance with any representation, warranty, covenant
      or
      agreement contained herein. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a further
      or
      continuing waiver of such breach or as a waiver of any other or subsequent
      breach. No failure on the part of any party to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of such right, power or remedy
      by such party preclude any other or further exercise thereof or the exercise
      of
      any other right, power or remedy. All remedies hereunder are cumulative and
      are
      not exclusive of any other remedies provided by law.

     

    11.8 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada.

     

    11.9 Headings. Section
      headings of this Agreement are for reference purposes only and are to be given
      no effect in the construction or interpretation of this Agreement.

     

    11.10 Severability. If
      any
      provision of this Agreement is invalid or unenforceable, the balance of this
      Agreement shall remain in effect.

     

    11.11 Binding
      Effect; Assignment. This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. Nothing in this Agreement
      shall create or be deemed to create any third party beneficiary rights in any
      person or entity not a party to this Agreement except as provided below. No
      assignment of this Agreement or of any rights or obligations hereunder may
      be
      made by either the Sellers or the Purchaser (by operation of law or otherwise)
      without the prior written consent of the other parties hereto and any
      attempted assignment
      without the required consents shall be void; provided, however, that the
      Purchaser may assign this Agreement and any or all rights or obligations
      hereunder (including, without limitation, the Purchaser's rights to purchase
      the
      Shares and the Purchaser's rights to seek indemnification hereunder) to any
      Affiliate of the Purchaser. Upon any such permitted assignment, the references
      in this Agreement to the Purchaser shall also apply to any such assignee unless
      the context otherwise requires.

     

    11.12 Counterparts.
      This
      Agreement may be executed in counterparts, each of which when executed by any
      party will be deemed to be an original and all of which counterparts will
      together constitute one and the same Agreement. Delivery of executed copies
      of
      this Agreement by telecopier will constitute proper delivery, provided that
      originally executed counterparts are delivered to the parties within a
      reasonable time thereafter.

     

    [Remainder
      of page intentionally left blank.]

    


    


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    IN
      WHITNESS WHEROF the parties executed this Agreement effective as of the date
      and
      year first above written.

     

    
      	 	 	 
	 	Armitage
              Mining
              Corp.
	 
 	 
 	 
 
	/s/
              Michael Potts	By:  	Michael
              Potts
	
              
Michael
              Potts  	
              
                

              

              Name:

              Title:

            
	 	 

 

    
      	 	 	 
	 	GOLDEN
              AUTUMN HOLDINGS, INC.
	 
 	 
 	 
 
	Date: 	By:  	/s/
              Charles Fu
	 	
              
                

              

              Name:
                Charles Fu

              Title: President
                

            
	 	 


    

     

     

    SHAREHOLDER
      SIGNATURE PAGE FOLLOWS:

    Name
      of Shareholder

    


    
      
        	/s/LI
                Guanglong	 	 	 
	LI Guanglong	 	 	 
	 	 	 	 
	/s/
                BJP-GAH Holdings LLC	 	 	 
	BJP-GAH Holdings
                LLC	 	 	 
	 	 	 	 
	/s/
                Wong Chi Sun 	 	 	 
	WONG Chi Sun	 	 	 
	 	 	 	 
	/s/
                Gordon Gang Chen	 	 	 
	Gordon Gang Chen	 	 	 
	 	 	 	 
	/s/FU
                Yongiun (Charles Y. Fu)	 	 	 
	FU Yongjun (Charles Y.
                Fu)	 	 	 
	 	 	 	 
	/s/
                Huang Quan	 	 	 
	HUANG Quan	 	 	 
	 	 	 	 
	/s/
                BJPHC-GAH Holdings LLC	 	 	 
	BJPHC-GAH Holdings
                LLC	 	 	 
	 	 	 	 
	/s/
                Everlasting Holdings LLC	 	 	 
	Everlasting Holdings
                LLC	 	 	 
	 	 	 	 
	/s/
                LI Hua	 	 	 
	LI Hua	 	 	 
	 	 	 	 


      

       

    

    


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    
      
        	/s/
                PEI Xingyu	 	 	 
	PEI Xingyu	 	 	 
	 	 	 	 
	/s/
                ZHU Shuyun	 	 	 
	ZHU Shuyun	 	 	 
	 	 	 	 
	/s/ WANG Xiping	 	 	 
	WANG Xiping	 	 	 
	 	 	 	 
	/s/ HUANG Biqiang	 	 	 
	HUANG Biqiang	 	 	 
	 	 	 	 
	/s/
                HONG Huiqing	 	 	 
	HONG Huiqing	 	 	 
	 	 	 	 
	/s/
                WU Xiancheng	 	 	 
	WU Xiancheng	 	 	 
	 	 	 	 
	/s/
                YANG Zili 	 	 	 
	YANG Zili	 	 	 
	 	 	 	 
	/s/
                TANG Guangxin	 	 	 
	TANG Guangxin	 	 	 
	 	 	 	 
	/s/
                XIA Bing	 	 	 
	XIA Bing	 	 	 
	 	 	 	 
	/s/
                XIA Yan	 	 	 
	XIA Yan	 	 	 
	 	 	 	 
	/s/
                XU Qing	 	 	 
	XU Qing	 	 	 
	 	 	 	 
	/s/
                GAH-CDC Holdings LLC	 	 	 
	GAH-CDC Holdings
                LLC	 	 	 
	 	 	 	 
	/s/
                By: HE Xianmimg, member	 	 	 
	By: HE Xianmimg,
                member	 	 	 
	 	 	 	 
	/s/
                By: LUO Xingxiu, member	 	 	 
	By: LUO Xingxiu,
                member	 	 	 
	 	 	 	 
	/s/
                By: CHEN Bin, member	 	 	 
	By: CHEN Bin,
                member	 	 	 
	 	 	 	 
	/s/
                By: SONG Xiaoling, member	 	 	 
	By: SONG Xiaoling,
                member	 	 	 


      

       

      
        	 	 	 	 


      

       

    

     

     

    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    
      
        	/s/
                By: PENG Ming, member 	 	 	 
	By: PENG Ming,
                member	 	 	 
	 	 	 	 
	/s/
                By: WEN He, member	 	 	 
	By: WEN He, member	 	 	 
	 	 	 	 
	/s/
                By: DAI Xiaodong, member	 	 	 
	By: DAI Xiaodong,
                member	 	 	 
	 	 	 	 
	/s/
                By: ZHAO Qingge, member	 	 	 
	By: ZHAO Qingge,
                member	 	 	 
	 	 	 	 
	/s/
                By: ZHAO Genbao, member	 	 	 
	By: ZHAO Genbao,
                member	 	 	 
	 	 	 	 
	/s/
                By: CHEN Dacheng, member	 	 	 
	By: CHEN Dacheng,
                member	 	 	 
	 	 	 	 
	/s/
                By: YANG Longjin, member	 	 	 
	By: YANG Longjin,
                member	 	 	 
	 	 	 	 
	/s/
                By: JING Hongfeng, member	 	 	 
	By: JING Hongfeng,
                member	 	 	 


      

       

    

    


     

    
      
        
        

      

      
        37