**Exhibit
      10.1**


STOCK
      PURCHASE AGREEMENT





This
      STOCK PURCHASE AGREEMENT (this "Agreement"), is entered as of November 17,
      2006,
      by and among (i) Robert E. Long (the "Primary Seller") and the other persons
      or
      entities listed on Schedule
      A to this
      Agreement (each, other than the Primary Seller, an “Other Seller”), (ii) the
      persons or entities listed on Schedule
      B to this
      Agreement (each a “Purchaser” and collectively, the “Purchasers”), and (iii) EP
      FLOORS, INC., a Delaware corporation (the "Company").





RECITALS





A.  The
      Primary Seller owns ten million two hundred fifty thousand (10,250,000) shares
      of common stock of the Company (the "Common Stock") and the Other Sellers
      collectively own six hundred ninety thousand (690,000) shares of Common Stock;
      and





B.  Each
      Seller (as defined below) desires to sell the number of shares set forth
      opposite such Seller’s name on Schedule
      A (all
      such shares, which total 10,830,600 shares, collectively, the “Seller Shares”).
      The Seller Shares represent 99% of the issued and outstanding capital stock
      of
      the Company as of the date hereof calculated on a fully-diluted basis.





C.  The
      Purchasers desire to purchase the Seller Shares from the Primary Seller and
      the
      Other Sellers (collectively, the "Sellers" and each, a “Seller”), by purchasing
      the number of Seller Shares from each Seller set forth opposite their respective
      names on Schedule
      B ,
      on the
      terms and conditions set forth herein.





NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      in
      this Agreement, and for other good and valuable consideration, the receipt
      and
      sufficiency of which are hereby acknowledged, the Company, the Sellers and
      the
      Purchasers hereby agree as follows:





ARTICLE
      I





DEFINITIONS





1.1  Definitions.





(a)  As
      used
      in this Agreement, the following defined terms shall have the meanings indicated
      below:





“Affiliate”
      means, as applied to any person, any other person directly or indirectly
      controlling, controlled by, or under common control with, that person. For
      purposes of this definition control (including with correlative meanings, the
      terms “controlling”, “controlled by”, and “under common control with”) as
      applied to any person, means the possession, directly or indirectly, of the
      power to direct or cause the direction of the management or policies of that
      person or entity, whether through the ownership of voting securities, by
      contract, or otherwise.








“Articles
      of Incorporation” means the charter documents (howsoever denominated) of the
      Company, as amended to date.





“Assets
      and Properties” of any person means all assets and properties of every kind,
      nature, character and description (whether real, personal or mixed, whether
      tangible or intangible, whether absolute, accrued, contingent, fixed or
      otherwise and wherever situated), including, without limitation, the goodwill
      related to any of the foregoing, operated, owned or leased by or in the
      possession of such person.





“Books
      and Records” of any person means all files, documents, instruments, papers,
      books and records relating to the business, operations, condition of (financial
      or other), results of operations and assets and properties of such person,
      including, without limitation, financial statements, Tax Returns and related
      work papers and letters from accountants, budgets, pricing guidelines, ledgers,
      journals, deeds, title policies, minute books, stock certificates and books,
      stock transfer ledgers, contracts, licenses, customer and subscription lists,
      computer files and programs, retrieval programs, editorial files, operating
      data
      and plans and environmental studies and plans.





“Business”
      means the business activities conducted by the Company prior to the execution
      of
      this Agreement (as the same may be conducted through the Closing
      Date).





“Code”
      means the Internal Revenue Code of 1986, as amended.





“Contract”
      means any agreement, lease, evidence of indebtedness, mortgage, indenture,
      security agreement or other contract (whether written or oral).





“Environmental
      Law” means any and all federal, state, local, provincial and foreign, civil and
      criminal laws, statutes, ordinances, orders, common law, codes, rules,
      regulations, Environmental Permits, policies, guidance documents, judgments,
      decrees, injunctions, or agreements with any Governmental or Regulatory
      Authority, relating to the protection of health and the Environment, worker
      health and safety, and/or governing the handling, use, generation, treatment,
      storage, transportation, disposal, manufacture, distribution, formulation,
      packaging, labeling, or Release of Hazardous Materials, whether now existing
      or
      subsequently amended or enacted, including but not limited to: the Clean Air
      Act, 42 U.S.C. 7401 et seq.; the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, 42 U.S.C. 9601 et seq.; the Federal
      Water Pollution Control Act, 33 U.S.C. 1251 et seq.; the Hazardous Material
      Transportation Act 49 U.S.C. 1801 et seq.; the Federal Insecticide, Fungicide
      and Rodenticide Act 7 U.S.C. 136 et seq.; the Resource Conservation and Recovery
      Act of 1976, 42 U.S.C. 6901 et seq.; the Toxic Substances Control Act, 15 U.S.C.
      2601 et seq.; the Occupational Safety & Health Act of 1970, 29 U.S.C. 651 et
      seq.; the Oil Pollution Act of 1990, 33 U.S.C. 2701 et seq.; and the state
      analogies thereto, all as amended or superseded from time to time; and any
      common law doctrine, including but not limited to, negligence, nuisance,
      trespass, personal injury, or property damage related to or arising out of
      the
      presence, Release, or exposure to a Hazardous Material.





2


“Environmental
      Permit” means any federal, state, local, provincial, or foreign permits,
      licenses, approvals, consents 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.





“GAAP”
      means generally accepted accounting principles as currently in effect in the
      United States and applied in a consistent manner.





“Governmental
      or Regulatory Authority” means any court, tribunal, arbitrator, authority,
      agency, commission, official or other instrumentality of the United States,
      any
      foreign country or any domestic or foreign state, county, city or other
      political subdivision.





“Hazardous
      Material” means petroleum, petroleum hydrocarbons or petroleum products,
      petroleum by-products, radioactive materials, asbestos or asbestos-containing
      materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, lead
      or
      lead-containing materials, polychlorinated biphenyls; and any other chemicals,
      materials, substances or wastes in any amount or concentration which are now
      or
      hereafter become defined as or included in the definition of “hazardous
      substances”, “hazardous materials”, “hazardous wastes”, “extremely hazardous
      wastes”, “restricted hazardous wastes”, “toxic substances”, toxic pollutants”,
“pollutants”, “regulated substances”, “solid wastes”, or “contaminants” or words
      of similar import, under any Environmental Law.





“Indemnified
      Party” means any person claiming indemnification under any provision of Article
      IX.





“Indemnifying
      Party” means any person against whom a claim for indemnification is being
      asserted under any provisions of Article IX.





“Intellectual
      Property” means all past and current present and future (a) Copyrights (as
      defined below), (b) trade secret rights, including all rights to unpatented
      inventions and know-how, and confidential information; (c) mask work or similar
      rights available for the protection of product made by the Computer; (d) Patents
      (as defined below); (e) Trademarks (as defined below); (f) computer software
      and
      computer software products; (g) designs and design rights; (h) technology;
      (i)
      all claims for damages by way of past, present and future infringement of any
      of
      the rights included above; (j) all licenses or other rights to use any property
      or rights of a type described above; for purposes of the foregoing (a)
“Copyrights” means all copyrights, copyright rights, applications or
      registrations and like protections in each work or authorship or derivative
      work, whether published or not (whether or not it is a trade secret) now or
      previously existing, created, acquired or held, (b) “Patents” means patents,
      patent applications and like protections, including improvements, divisions,
      continuations, renewals, reissues, extensions and continuations-in-part of
      the
      same; and (c) “Trademarks” means trademarks, servicemarks, trade styles, and
      trade names, whether or not any of the foregoing are registered, and all
      applications to register and registrations of the same and like protections,
      and
      any goodwill connected with and symbolized by any such trademarks.





3


“Party”
      means each Seller and each Purchaser, as the context may require.





“Post-Closing
      Period” means any taxable period or portion thereof beginning after the Closing
      Date or, as the context may require, all such periods. If a taxable period
      begins on or before the Closing Date and ends after the Closing Date, then
      the
      portion of the taxable period that begins on the day following the Closing
      Date
      shall constitute a Post-Closing Period.





“Pre-Closing
      Period” means any taxable period or portion thereof ending on or before the
      Closing Date or, as the context may require, all such periods. If a taxable
      period begins on or before the Closing Date and ends after the Closing Date,
      then the portion of the taxable period to the end of the Closing Date shall
      constitute a Pre-Closing Period.





“Release”
      means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, escaping, leaching, dumping, or disposing of a Hazardous Material
      into the Environment.





“State
      of
      Incorporation” means Delaware.





“Taxes”
      means all taxes, including without limitation all federal, state, local, foreign
      and other income, franchise, sales, use, Transfer Taxes, payroll, withholding,
      environmental, alternative or add-on minimum and other taxes, assessments,
      charges, duties, fees, levies or other governmental charges of any kind
      whatsoever, and all estimated taxes, deficiency assessments, additions to tax,
      penalties, and interest, and any contractual or other obligation to indemnify
      or
      reimburse any person with respect to any such assessment.





“Tax
      Return” means any report, statement, return, declaration of estimated tax or
      other information required to be supplied by or on behalf any person to a taxing
      authority in connection with Taxes, or with respect to grants of tax exemption,
      including any consolidated, combined, unitary, joint or other return filed
      by
      any person that properly includes the income, deductions or other tax
      information concerning any person.





(b)  Unless
      the context of this Agreement otherwise requires: (i) words of any gender
      include each other gender; (ii) words using the singular or plural number also
      include the plural or singular number, respectively; (iii) the terms hereof,
      herein, hereby, hereto and derivative or similar words refer to this entire
      Agreement; and (iv) the terms Article or Section refer to the specified Article
      or Section of this Agreement. All accounting terms used herein and not expressly
      defined herein shall have the meanings given to them under GAAP.





4








ARTICLE
      II





PURCHASE
      AND SALE OF THE SHARES





2.1  Purchase
      and Sale of the Shares. On the
      terms and subject to the conditions set forth in this Agreement, at the Closing,
      each Seller shall sell, transfer, convey and deliver unto the Purchasers, in
      the
      aggregate, free and clear of all liens, pledges, encumbrances, charges,
      restrictions on transfer, agreements or claims, all of the Sellers' right,
      title
      and interest in and to the number of Seller Shares set forth opposite each
      such
      Seller’s name on **Schedule
      A** to this
      Agreement, including such shares that have been registered for sale under the
      Securities Act of 1933, as amended (the “Securities Act”), as indicated on said
      Schedule A and each Purchaser shall acquire and purchase from the Sellers the
      number of Seller Shares set forth opposite each such Purchaser’s name on **Schedule
      B** to this
      Agreement.





2.2  Purchase
      Price. The
      aggregate purchase price (the "Purchase Price") for the Seller Shares, in the
      aggregate, is Six Hundred Seventy and 00/100 Dollars ($670,000.00) payable
      as
      specified in this Section 2 subject to the other terms and conditions of this
      Agreement. The Purchase Price is allocated among the Sellers and the Purchasers
      pro rata, based on the number of shares being sold and purchased by each Seller
      and Purchaser in relation to the aggregate number of all Seller Shares or in
      such other manner as Primary Seller may direct. The Primary Seller is solely
      responsible for any such other allocation.





2.3  Closing. Subject
      to the provisions of this Agreement, the consummation of the transactions
      contemplated by this Agreement (the “Closing”) shall be held at the offices of
      Gary B. Wolff, P.C., 805 Third Avenue, 21st Floor, New York, New York 10022
      at
      10:00 A.M. (New York, New York time), on November 17, 2006, or at such other
      date, place or time as the parties shall otherwise mutually agree upon (the
      date
      of the Closing being referred to herein as the “Closing Date”) or in the absence
      of such agreement on such date as Purchaser shall advise the Seller on no less
      than three (3) business days’ notice. All Closing transactions shall be deemed
      to take place simultaneously, and no Closing transaction shall be deemed
      consummated until all transactions to take place at the Closing have been
      consummated.





2.4  Closing
      Deliveries.





(a)  Each
      Seller is delivering certificates (the “Certificates”) evidencing all of the
      Seller Shares held by such Seller to Gary B. Wolff, P.C., a New York attorney
      with offices at 805 Third Avenue, New York, NY 10022 (the “Sellers’ Escrow
      Agent”), endorsed in blank or accompanied by duly executed assignment documents
      and including a Medallion Guarantee, on the date hereof. The Purchasers will
      deposit the Purchase Price in escrow with Krieger & Prager, LLP, with
      offices at 39 Broadway, New York, New York 10006 (the “Purchasers’ Escrow
      Agent”) on or before the Closing Date.





5


(b)  At
      the
      Closing: (i) the Sellers and the Company shall deliver to the Purchasers the
      various certificates, instruments, and documents referred to in Section 7.1
      below; (ii) the Purchasers shall deliver to the Sellers the various
      certificates, instruments, and documents referred to in Section 8.1 below;
      (iii)
      the Company will deliver or cause to be delivered to the Purchaser the minute
      books, stock transfer books and corporate seal of the Company; (iv) subject
      to
      the provisions of subparagraph (c) below, the Purchasers’ Escrow Agent shall
      (and the Purchasers shall cause the Purchasers’ Escrow Agent to) deliver to the
      Sellers’ Escrow Agent the Purchase Price due at the Closing, by wire transfer to
      the Sellers’ Escrow Agent; and (v) immediately after the receipt by the Sellers’
Escrow Agent of the Purchase Price due at the Closing, the Sellers’ Escrow Agent
      shall (and the Sellers’ shall cause the Sellers’ Escrow Agent to) deliver to the
      Purchasers the Certificates, endorsed in blank or accompanied by duly executed
      assignment documents and including a Medallion Guarantee, by releasing the
      Certificates from escrow. All transfer taxes are the responsibility of the
      Sellers.





(c)  In
      the
      event that the Company shall have any liability (whether known or unknown,
      whether asserted or unasserted, whether absolute or contingent, whether accrued
      or unaccrued, whether liquidated or unliquidated, and whether due or to become
      due), including any liability for taxes (any such liability is referred to
      herein as “Liability” or “Liabilities”), as of the Closing, the portion of the
      Purchase Price payable at the Closing shall be reduced on a dollar for dollar
      basis by the amount of such Liability (allocated among the Sellers on a pro
      rata
      basis based on the relative number of Seller Shares of each
      Seller).





2.5  Further
      Assurances; Post-Closing Cooperation. At any
      time or from time to time after the Closing, at a Purchaser's request and
      without further consideration other than reimbursement of reasonable expenses,
      the Sellers shall execute and deliver to the Purchasers such other instruments
      of sale, transfer, conveyance, assignment and confirmation, provide such
      materials and information and take such other actions as a Purchaser may
      reasonably deem necessary or desirable in order more effectively to transfer,
      convey and assign to the Purchaser, and to confirm such Purchaser's title to,
      all of the Shares, and, to the fullest extent permitted by law, to assist the
      Purchaser in exercising all rights with respect to the Shares.





ARTICLE
      III





REPRESENTATIONS
      AND WARRANTIES OF SELLERS AND THE COMPANY





The
      Sellers, jointly and severally, represent and warrant to the Purchasers as
      to
      the matters set forth in this Article, that the statements contained in this
      Article III are correct and complete as of the date hereof and will be correct
      and complete as of the Closing Date (as though made then and as though the
      Closing Date were substituted for the date hereof throughout this
      Article):





6


3.1  Ownership
      of Seller Shares.





(a)  Each
      of
      the Sellers owns of record and beneficially all of the Seller Shares set forth
      opposite such Seller's name on Schedule A hereto, free and clear of all liens,
      pledges, encumbrances, charges, restrictions on transfer, agreements or claims,
      subscriptions, options, warrants, calls, proxies, rights, commitments,
      restrictions or agreements of any kind and has full power and legal right to
      sell, assign, transfer and deliver the same. Such Seller is not a party to
      any
      voting trust, proxy or other agreement with respect to any of the Seller Shares.
      Assuming the Purchaser has the requisite power and authority to be the lawful
      owner of the Seller Shares, upon delivery to the Purchaser of certificates
      representing the Seller Shares (duly endorsed for transfer or with properly
      executed stock powers attached thereto), and upon each of the Sellers receipt
      of
      his allocable portion of the Purchase Price, good and valid title to the Seller
      Shares will pass to the Purchaser, free and clear of all liens, pledges,
      encumbrances, charges, restrictions on transfer, agreements or claims,
      subscriptions, options, warrants, calls, proxies, rights, commitments,
      restrictions or agreements of any kind.





(b)  All
      of
      the Seller Shares (i) are duly authorized, validly issued, fully paid and
      non-assessable, (ii) were not issued in violation of any preemptive or other
      rights, and (iii) were issued in compliance with all federal and applicable
      state securities laws.





(c)  There
      are
      no outstanding offers, options, warrants, rights, calls, commitments,
      obligations (verbal or written), conversion rights, plans or other agreements
      (conditional or unconditional) of any character providing for, requiring or
      permitting the offer, sale, purchase or issuance of any of the Seller Shares
      owned by any Seller.





(d)  None
      of
      the Sellers is party to any Contract, nor are the Seller Shares subject to,
      or
      bound or affected by, any provision of the Company's Articles of Incorporation,
      By-Laws or other corporate restriction, or any order, judgment, decree, law,
      statute, ordinance, rule, regulation or other restriction of any kind or
      character, which would, individually or in the aggregate, adversely affect
      the
      Seller Shares.





3.2  Due
      Execution and Delivery. Each of
      the Sellers has full power and authority to execute, deliver and perform its
      obligations under this Agreement and to consummate the transactions contemplated
      hereby. When executed and delivered in the manner contemplated herein or
      confirmed by a Seller by the delivery of the certificate representing his Seller
      Shares, this Agreement will be duly and validly executed and delivered, or
      confirmed, by each of the Sellers. This Agreement constitutes a valid and
      binding obligation of each of the Sellers enforceable against each of them
      in
      accordance with its terms, except as such enforcement may be limited by
      bankruptcy, insolvency or other similar laws affecting the enforcement of
      creditor's rights generally.





7


3.3  No
      Violation. The
      execution and delivery of this Agreement do not, and the performance of this
      Agreement by each of the Sellers and the consummation by each of the Sellers
      of
      the transactions contemplated hereby will not, with or without the giving of
      notice and the lapse of time, or both, (a) violate any provision of law,
      statute, rule, regulation or executive order to which any Seller is subject;
      (b)
      violate any judgment, order, writ or decree of any court applicable to any
      Seller; or (c) result in the breach of or conflict with any term, covenant,
      condition or provision of, result in the modification or termination of,
      constitute a default under, or result in the creation or imposition of any
      lien,
      security interest, charge or encumbrance upon any Seller pursuant to any
      corporate charter, by-law, commitment, contract or other agreement or
      instrument, including any Contracts, to which any of the Sellers is a party
      or
      by which any Seller or any Seller's Assets and Properties is or may be bound
      or
      affected.





***





Each
      of
      the Sellers and the Company, jointly and severally, represent and warrant to
      the
      Purchasers that the statements set forth in the remainder of this Article III
      are correct and complete as of the date of this Agreement and will be correct
      and complete as of the Closing Date (as though made then and as though the
      Closing Date were substituted for the date of this Agreement throughout this
      Article).





3.4  Organization,
      Good Standing, Power, Etc. The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of State of Incorporation. The Company has all requisite
      corporate power and authority to (i) execute, deliver and perform its
      obligations under this Agreement and to consummate the transactions contemplated
      hereby and (ii) to own or lease and operate its properties and assets, and
      carry
      on the business as it is presently being conducted.





3.5  Capital
      Stock.





(a)  The
      Company has authorized capital stock consisting of (i) ninety-nine million
      (99,000,000) shares of common stock, par value $0.001 per share (the “Common
      Stock”), of which ten million nine hundred forty thousand (10,940,000) shares
      are issued and outstanding, and (ii) one million (1,000,000) shares of preferred
      stock, par value $0.001 per share, none of which are issued or
      outstanding.





(b)  All
      of
      the outstanding shares of Common Stock (i) are duly authorized, validly issued,
      fully paid and non-assessable, (ii) were not issued in violation of any
      preemptive or other rights, and (iii) were issued in compliance with all federal
      and applicable state securities laws.





(c)  There
      are
      no outstanding offers, options, warrants, rights, calls, commitments,
      obligations (verbal or written), conversion rights, plans or other agreements
      (conditional or unconditional) of any character providing for, requiring or
      permitting the offer, sale, purchase or issuance by the Company of any shares
      of
      capital stock of the Company or any other securities (as such term is defined
      in
      the Securities Act). There are no equity securities of the Company that are
      reserved for issuance or which, except as provided in Section 3.5(a) above,
      are
      outstanding.





8


(d)  The
      Company is not a party to any voting trust, proxy or other agreement with
      respect to any capital stock of the Company.




3.6  Subsidiaries,
      Divisions and Affiliates. The
      Company does not presently own or control, directly or indirectly, any interest
      in any other corporation, partnership, trust, joint venture, association or
      other entity.





3.7  Authorization
      of Agreement. The
      execution, delivery and performance of this Agreement by the Company has been
      duly authorized, no other corporate or other action being necessary, and this
      Agreement, when executed and delivered in the manner contemplated herein, will
      be duly and validly executed and delivered by the Company. This Agreement
      constitutes a valid and binding obligation of the Company enforceable against
      it
      in accordance with its terms, except as such enforcement may be limited by
      bankruptcy, insolvency or other similar laws affecting the enforcement of
      creditor's rights generally.





3.8  No
      Violation. The
      execution and delivery of this Agreement do not, and the performance of this
      Agreement by the Company and the consummation by the Company of the transactions
      contemplated hereby will not, with or without the giving of notice and the
      lapse
      of time, or both, (a) violate any provision of law, statute, rule, regulation
      or
      executive order to which the Company is subject; (b) violate any judgment,
      order, writ or decree of any court applicable to the Company; or (c) result
      in
      the breach of or conflict with any term, covenant, condition or provision of,
      result in the modification or termination of, constitute a default under, or
      result in the creation or imposition of any lien, security interest, charge
      or
      encumbrance upon the Company's Assets and Properties pursuant to any corporate
      charter, by-law, commitment, contract or other agreement or instrument,
      including any Contracts, to which the Company is a party or by which the Company
      or any of the Company's Assets and Properties is or may be bound or affected
      or
      from which the Company derives benefit.





3.9  Restrictions. The
      Company is not a party to any Contract, nor is the Company, the outstanding
      shares of Common Stock or any of the Company's Assets and Properties subject
      to,
      or bound or affected by, any provision of the Company's Articles of
      Incorporation, By-Laws or other corporate restriction, or any order, judgment,
      decree, law, statute, ordinance, rule, regulation or other restriction of any
      kind or character, which would, individually or in the aggregate, materially
      adversely affect the Company's Assets and Properties.





3.10  Governmental
      Consents. No
      consent, approval, order or authorization of, or registration, qualification,
      designation, declaration or filing with, any federal, states or local
      governmental authority is required on the part of the Company or any Seller
      in
      order to enable the Sellers or the Company to execute, deliver and perform
      their
      respective obligations under this Agreement, except for such qualifications
      or
      filings under applicable securities laws as may be required in connection with
      the transactions contemplated by this Agreement. All such qualifications and
      filings will, in the case of qualifications, be effective on the Closing and
      will, in the case of filings, be made within the time prescribed by
      Law.





9





3.11  Commission
      Filings and Financial Statements.





(a)  The
      Company has filed all forms, reports and documents (the “SEC Documents”)
      required to be filed with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as amended (the
“Securities Act”) or the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as the case may be, and the rules and regulations of the
      Commission thereunder since August 8, 2006 through the date of this Agreement.
      As of their respective filing dates, the SEC Documents complied in all material
      respects with the requirements of the Securities Act or the Exchange Act, as
      the
      case may be, and the rules and regulations of the Commission thereunder
      applicable to such SEC Documents, and none of the SEC Documents contained any
      untrue statement of a material fact or omitted to state a material fact required
      to be stated therein or necessary in order to make statements therein, in light
      of the circumstances under which they were made, not misleading. As of their
      respective filing dates, the financial statements of the Company included in
      the
      SEC Documents complied as to form in all material respects with the applicable
      accounting requirements and the rules and regulations of the Commission
      thereunder and were prepared in accordance with GAAP and fairly presented,
      in
      all material respects, the financial position of the Company as at the dates
      thereof and the results of operations and cash flows of the Company for the
      periods then ended (subject, in the case of unaudited statements, to normal,
      recurring audit adjustments not material in scope or amount).





(b)  The
      shares included under the column “Number of Registered Shares to be Sold” are
      the subject of the Company's registration statement with the SEC No. 333-132621
      (the “Registration Statement.”). The Registration Statement has been declared
      effective by the SEC and neither the SEC nor, to the best of the Company's
      knowledge, any state regulatory authority has issued, or threatened to issue,
      any order preventing or suspending the use of the Registration Statement or
      the
      prospectus contained therein or has instituted or, to the best of the Company's
      knowledge, threatened to institute any proceedings with respect to such an
      order.





3.12  Absence
      of Changes. Since
      September 30, 2005, there has not been (i) any material adverse change in the
      business, Assets and Properties or financial condition of the Company, (ii)
      any
      transaction that is material to the Company, except transactions entered into
      in
      the ordinary course of business, (iii) any obligations, direct or contingent,
      that is material to the Company incurred by the Company, except obligations
      incurred in the ordinary course of business, (iv) any change in the capital
      stock or outstanding indebtedness of the Company that is material to the
      Company, (v) any dividend or distribution of any kind declared, paid or made
      on
      the capital stock of the Company, or (vi) any loss or damage (whether or not
      insured) to the property of the Company which has been sustained or will have
      been sustained which has a material adverse effect on the business, Assets
      and
      Properties or financial condition of the Company.





10


3.13  Title
      to Assets and Properties. The
      Assets and Properties the Company owns are owned by the Company free and clear
      of all mortgages, deeds of trust, liens, encumbrances and security interests
      except for statutory liens for the payment of current taxes that are not yet
      delinquent and liens, encumbrances and security interests which arise in the
      ordinary course of business and which do not affect material Assets and
      Properties of the Company. With respect to Assets and Properties the Company
      leases, the Company is in material compliance with such leases.





3.14  Insurance. All
      insurance policies owned or maintained by the Company which provide coverage
      for
      the Assets and Properties of the Company are listed on Schedule 3.14. All of
      the
      Assets and Properties of the Company which are insurable are insured under
      valid
      and enforceable policies, and the Company is not in default of any obligation
      under any such policy.





3.15  Contracts. Except
      as set forth on Schedule 3.15 hereto, the Company is not a party to, nor are
      any
      of its Assets and Properties bound by, any Contracts. The Company is not in
      breach of any of the Contracts and any amounts accrued under any of the
      Contracts (whether or not billed) has been paid or reserved for. Each of the
      Contracts is assignable by the Company without the prior consent of any other
      party thereto.





3.16  Compliance
      with Laws. The
      Company is not in violation or default of any provisions of its Articles of
      Incorporation or Bylaws, both as amended, and to the knowledge of the Primary
      Seller or the Company, except for any violations that individually or in the
      aggregate would have no material adverse impact on the Company or its Assets
      and
      Properties, the Company is in compliance with all applicable statutes, laws,
      regulations and executive orders of the United States and all states or other
      governmental bodies and agencies having jurisdiction over the Company's business
      or Assets and Properties. The Company has not received any notice of any
      violation of any such statute, law, regulation, or order which has not been
      remedied prior to the date hereof. The execution, delivery and performance
      of
      this Agreement and the consummation of the transactions contemplated hereby
      will
      not result in any such violation or breach or, with or without the passage
      of
      time or the giving of notice or both, the Company's Articles of Incorporation
      or
      Bylaws, any judgment, order or decree of any court or arbitrator to which the
      Company is a party or is subject, any Contract of the Company that is material
      to the Company's business, or, to the knowledge of the Primary Seller or the
      Company, a violation of any statute, law, regulation or order or any event
      which
      results in the creation of any lien, charge or encumbrance upon the Assets
      and
      Properties of the Company, except for defaults and violations that individually
      or in the aggregate would have no material adverse impact on the
      Company.





3.17  Litigation. There is
      no action, suit, proceeding, claim, arbitration or investigation (“Litigation”)
      pending, or to the knowledge of the Primary Seller or the Company, currently
      threatened, against the Company, its activities, Assets and Properties or,
      to
      the knowledge of the Primary Seller or the Company, against any officer,
      director or employee of the Company in connection with such officer's,
      director's or employee's relationship with, or actions taken on behalf of,
      the
      Company, except for any such Litigation that individually or in the aggregate
      would have no material adverse impact on the Company.





11


3.18  Books
      and Records. The
      Books and Records of the Company are in all material respects complete, correct
      and up to date, with all necessary signatures, and are in all material respects
      accurately reflected in the Financial Statements.





3.19  Employee
      Benefit Plans. Schedule
      3.19 sets forth a correct and complete list of each and every benefit plan,
      including but not limited to each pension, profit sharing, welfare, stock bonus,
      stock option, stock appreciation, bonus, deferred compensation, severance,
      change in control, stock purchase, pay-to-stay or similar agreement or plan,
      individual employment agreement, multiemployer plan, phantom stock, leave of
      absence, layoff, vacation, day or dependent care, legal services, cafeteria,
      life, health, accident, disability, workmen's compensation or other arrangement
      or policy, including but not limited to any “employee benefit plan” within the
      meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
      as amended (“ERISA”), covering, or which covered, current or former employees or
      consultants of the Company (the “Employee Benefit Plans”), and except as
      described in Schedule 3.19 hereto, the Company has no Employee Benefit Plans.
      No
      Employee Benefit Plan is a multiemployer plan within the meaning of Section
      3(37) of ERISA, nor a “defined benefit plan” within the meaning of section
      414(j) of the Code. No benefit under any Employee Benefit Plan, including,
      without limitation, any severance or parachute payment plan or agreement, will
      be established or become accelerated, vested or payable by reason of any
      transaction contemplated under this Agreement.





3.20  Employees.





(a)  Schedule
      3.20 contains a list of the names of all employees and consultants who are
      employed by or perform services for the Company. All such individuals may be
      terminated as of the Closing Date with no further obligation to the
      Company.





(b)  Except
      as
      disclosed in Schedule 3.20, (i) no employee of the Company is presently a member
      of a collective bargaining unit and, during the last five years, the Company
      has
      not been involved in, and, to the knowledge of Primary Seller and the Company,
      there are no threatened or contemplated attempts to organize for collective
      bargaining purposes by any of the employees of the Company and (ii) no unfair
      labor practice complaint or sex or age discrimination claim has been brought
      during the last five years against the Company before the National Labor
      Relations Board or any other Governmental or Regulatory Authority. There has
      been no work stoppage, strike or other concerted action by employees of the
      Company. The Company has complied in all material respects with all applicable
      Laws relating to the employment of labor, including, without limitation, those
      relating to wages, hours and collective bargaining.





12


3.21  Environmental
      Matters.





(a)  The
      Company is in compliance with all material terms, limitations, restrictions,
      conditions, standards, prohibitions, requirements, obligations, schedules and
      timetables contained in any applicable Environmental Law or Environmental
      Permit.




(b)  No
      Hazardous Material has been used, handled, treated, generated, stored, recycled,
      transported, disposed of or Released at, on, under or from any property now
      owned or leased or formerly owned or leased by the Company, any predecessor
      of
      the Company, or any entity previously owned by the Company.





(c)  No
      written notice, notification, demand, request for information, citation,
      complaint, summons or order has been received by the Company, no penalty has
      been assessed against the Company, and, to the knowledge of the Primary Seller
      or the Company, no investigation or review is pending or, threatened by any
      Governmental or Regulatory Authority with respect to: (i) any alleged failure
      by
      the Company to have any Environmental Permit required in connection with the
      conduct of its business; (ii) any use, handling, treatment, generation, storage,
      recycling, transportation, disposal or Release of any Hazardous Material by
      the
      Company; (iii) any Release of any Hazardous Material generated by the Company;
      or (iv) any Release of any Hazardous Material at, on, under or from any property
      now owned or leased or formerly owned or leased by the Company.





3.22  Taxes.





(a)  All
      Tax
      Returns required to have been filed on or before the Closing Date by or with
      respect to the Company have been duly and timely filed. Such Tax Returns,
      including amendments thereto, have been prepared in good faith without
      negligence or willful misrepresentation and are true, complete and accurate
      in
      all material respects. All Taxes owed by the Company (whether or not shown
      on
      any Tax Return) have been paid, except those, if any, currently being contested
      by the Company in good faith.





(b)  There
      are
      no agreements, waivers or other arrangements providing for an extension of
      time
      with respect to the assessment of any Taxes or deficiency against the Company
      or
      with respect to any Tax Return filed or to be filed by the Company.





(c)  The
      Company has withheld and paid over all Taxes required to have been withheld
      and
      paid over under applicable Law, and complied with all information reporting
      and
      record-keeping requirements under applicable Law with respect to any amounts
      paid or owing to any employee, creditor, independent contractor or other third
      party.





3.23  Rights
      to Use Intellectual Property. Schedule
      3.23 lists all Intellectual Property owned, licensed or used by the Company
      now
      or at any time. The Company has had full right and authority to utilize any
      Intellectual Property used by the Company at any time, either (i) with the
      prior
      written consent or agreement of any third party having any rights to such
      Intellectual Property or (ii) without the need to obtain the prior consent
      of
      any third party with respect to such use. No third party has a claim or the
      right to make a claim against the Company for the Company’s use of any
      Intellectual Property.





13


3.24  No
      Undisclosed Obligations. Schedule
      3.24 lists all obligations owed (whether billed, acknowledged or accruing)
      by
      the Company to the third parties named therein and all claims made or asserted
      by all third parties to amounts due by the Company to such third parties. The
      Company is not aware of any event or circumstances or combination thereof which
      would give rise to an obligation of the Company to any third party or which
      would give a third party the right to make a claim against the
      Company.





3.25  No
      Brokers or Finders. None of
      the Sellers or the Company nor any of its officers, directors, employees,
      shareholders or affiliates has employed or made any Contract with any person
      which obligates the Company or the Sellers or any of their respective affiliates
      to pay any finder's fee, brokerage fees or commission or similar payment in
      connection with the transactions contemplated hereby.





3.26  Closing
      Date Net Worth. As of
      the Closing Date, immediately prior to the consummation of the transaction
      contemplated hereby, the net worth of the Company shall be no less than $-0-
      and
      there shall be no liability to the Company arising as a result of the
      transaction contemplated hereby.





3.27  Other
      Information. None of
      the information which has been or may be furnished by Seller or the Company
      or
      any of their representatives to Purchaser or any of its representatives in
      connection with the transactions contemplated hereby, which is contained in
      this
      Agreement (including the Exhibits and Schedules hereto) or any certificate
      or
      instrument delivered or to be delivered by or on behalf of Seller and the
      Company in connection with the transactions contemplated hereby or thereby,
      does
      or will contain any untrue statement of a material fact or omit a material
      fact
      necessary to make the information contained herein or therein not
      misleading.





ARTICLE
      IV





REPRESENTATIONS
      AND WARRANTIES OF PURCHASERS





Each
      Purchaser hereby represents and warrants to each of the Sellers and the Company
      as follows, each of which representations and warranties shall be true as of
      the
      Closing Date:





4.1  Organization. If the
      Purchaser is a corporation, the Purchaser is a corporation duly organized,
      validly existing and in good standing under the laws of the jurisdiction
      identified on such Purchaser’s signature page hereto and such Purchaser has all
      requisite corporate power and authority to execute, deliver and perform its
      obligations under this Agreement and to consummate the transactions contemplated
      hereby.





14


4.2  Authorization
      of Agreement. The
      execution, delivery and performance of this Agreement by the Purchaser, and
      the
      consummation of the transactions contemplated hereby, have been duly and
      effectively authorized, if relevant, by the Board of Directors or other
      authorized body of the Purchaser. This Agreement has been duly and validly
      authorized, executed and delivered on behalf of the Purchaser. This Agreement
      constitutes a valid and binding obligation of the Purchaser, enforceable in
      accordance with its terms, except that such enforcement may be limited by
      bankruptcy, insolvency or other similar laws affecting the enforcement of
      creditors, rights generally.





4.3  No
      Violation. The
      execution, delivery and performance of this Agreement by the Purchaser, and
      the
      consummation of the transactions contemplated hereby, will not, with or without
      the giving or notice and the lapse of time, or both, (a) violate any provision
      of law, statute, rule, regulation or executive order to which the Purchaser
      is
      subject; (b) violate any judgment, order, writ or decree of any court applicable
      to the Purchaser; or (c) result in the breach of or conflict with any term,
      covenant, condition or provision of the organizational documents of the
      Purchaser or any commitment, contract or other agreement or instrument to which
      the Purchaser is a party.





4.4  Litigation. To the
      knowledge of the Purchaser, there are no actions, suits, proceedings or
      governmental investigations or inquiries pending or threatened against it which,
      in its reasonable judgment, would prevent the consummation of the transactions
      contemplated hereby.





4.5  No
      Brokers or Finders. Neither
      the Purchaser nor any of its officers, directors, employees, shareholders or
      affiliates has employed or made any Contract with any person which obligates
      the
      Company or the Sellers or any of their respective affiliates to pay any finder's
      fee, brokerage fees or commission or similar payment in connection with the
      transactions contemplated hereby.





ARTICLE
      V





COVENANTS
      OF SELLERS AND THE COMPANY





Each
      of
      the Primary Seller and the Company hereby covenants and agrees with the
      Purchaser that each of them shall do, or cause to be done, the
      following:





5.1  Conduct
      of Business Until Closing Date. From the
      date hereof until the Closing, the Primary Seller shall:





(a)  operate,
      or cause to be operated, the business of the Company only in the usual, regular
      and ordinary manner, and use his best efforts to preserve the present business
      organization of the Company intact;





15


(b)  maintain,
      or cause the Company to maintain, the Books and Records and accounts of the
      Company in the usual, regular and ordinary manner, on the basis consistent
      with
      prior periods;





(c)  duly
      comply, and cause the Company to duly comply, with all laws, rules and
      regulations applicable to the Company and to the conduct of its
      business;




(d)  perform,
      or cause to be performed, all of the obligations of the Company without default,
      unless such default is of no significance to the Company and could have no
      adverse impact on the Company, its Assets and Properties or the
      Business;





(e)  neither
      (i) amend the Company's Articles of Incorporation or By-Laws or (ii) merge
      with
      or into, consolidate, amalgamate or otherwise combine with, any other entity,
      or
      cause the Company to do any of the foregoing;





(f)  not,
      with
      respect to the Company, nor permit the Company in its own right to, encumber,
      mortgage or voluntarily subject to lien any of the Company's existing Assets
      and
      Properties or the Seller Shares; and





(g)  not,
      with
      respect to the Company, nor permit the Company in its own right to, (i) make
      any
      distributions or dividends of Assets and Properties or securities, or any
      changes to the capital structure of the Company; or (ii) agree to make or make
      any sales of the Company's securities including the issuance of any additional
      capital stock or rights or options or contracts to acquire, or instruments
      convertible into, Common Stock.





5.2  Approvals,
      Consents and Further Assurances. Each of
      the Primary Seller and the Company shall use its best efforts to obtain in
      writing as promptly as possible all approvals, consents and waivers required
      in
      order to effectuate the transactions contemplated hereby, and shall deliver
      to
      the Purchaser copies, reasonably satisfactory in form and substance to counsel
      to the Purchaser, of such approvals and consents.





5.3  Access
      to Properties, Records, Suppliers, Agents, Etc. The
      Primary Seller and the Company shall give to the Purchaser and to the
      Purchaser's counsel, financiers, accountants and other representatives access
      to
      and copies of such of the Company's Books and Records, Tax Returns, Contracts,
      commitments and records as such relate to the Assets and Properties; and shall
      furnish to the Purchaser and such representatives all such additional
      instruments, contracts, documents or other written obligations (certified by
      officers of the Company, if so requested) and financial and other information
      concerning such business, Assets and Properties as the Purchaser or its
      representatives may from time to time reasonably request.





5.4  Advice
      of Changes. If any
      Seller or the Company becomes aware of any fact or facts which, if known at
      the
      date hereof, would have been required to be set forth or disclosed in or
      pursuant to this Agreement or which, individually or in the aggregate, could
      materially adversely affect the Business, Assets and Properties or Common Stock
      of the Company, such person shall promptly advise Purchaser in writing
      thereof.





16


5.5  Conduct. Except
      as permitted or required hereby, neither any of the Executing Sellers nor the
      Company shall enter into any transaction or take any action which would result
      in any of the representations and warranties of Seller or the Company contained
      in this Agreement or in any Operative Agreement not to be true and correct
      as of
      the time immediately after such transaction has been entered into or such event
      has occurred and on the Closing Date.





5.6  Securities
      Compliance. Primary
      Seller and the Company shall file such reports and other documents as may be
      required under the Securities Act and the Securities Exchange Act of 1934 (the
      “Exchange Act”) including such Post-effective Amendments as may be necessary to
      maintain the effectiveness of the Company's registration statement on Form
      SB-2
      which includes a portion of the Seller Shares.





5.7  Satisfaction
      of Conditions by the Sellers. The
      Primary Seller hereby covenants and agrees with the Purchaser that, between
      the
      date of this Agreement and the Closing Date or date of termination of this
      Agreement, as the case may be, the Primary Seller shall use its best efforts
      to
      assure that the conditions set forth in Article IX hereof are satisfied by
      the
      Closing Date.





5.8  Exclusivity. The
      Primary Seller and the Company will not (and will not cause or permit any of
      their employees, directors and officers to) solicit, initiate, or encourage
      the
      submission of any proposal or offer from any person relating to the acquisition
      of all or substantially all of the equity interests or assets of any of the
      Company (including any acquisition structured as a merger, consolidation, or
      share exchange); provided, however, that the Sellers and their directors and
      officers will remain free to participate in any discussions or negotiations
      regarding, furnish any information with respect to, assist or participate in,
      or
      facilitate in any other manner any effort or attempt by any Person to do or
      seek
      any of the foregoing to the extent that such actions are consistent with their
      fiduciary duties.





***





Each
      of
      the Primary Seller and the Company hereby covenants and agrees with the
      Purchasers that each of them shall do, or cause to be done, the items set forth
      below and that the covenants contained in the remainder of this Article shall
      survive the Closing:





5.9  Securities
      Filings. Subsequent to the Closing the Primary Seller shall cooperate in the Company's
      efforts to file a Report on Form 8-K.




17


ARTICLE
      VI





COVENANTS
      OF THE PURCHASERS





Each
      Purchaser hereby covenants and agrees with each of the Sellers
      that:





6.1  Satisfaction
      of Conditions by the Purchaser. Between
      the date of this Agreement and the Closing Date or the date of termination
      of
      this Agreement, as the case may be, the Purchaser shall use its best efforts
      to
      cause the conditions set forth in Article X hereof to be satisfied by the
      Closing Date.





6.2  Exit
      from Business. No later
      than ninety (90) days after the Closing Date, the Purchaser shall cause the
      Company to cease to operate its business as conducted prior to the Closing
      Date
      and to transfer such business operations and related assets, other than cash
      and
      cash equivalents, to Robert E. Long in consideration of the assumption by Robert
      E. Long of all liabilities of the Company relating thereto on such terms and
      conditions deemed acceptable to the Purchaser.





ARTICLE
      VII





CONDITIONS
      PRECEDENT TO THE OBLIGATIONS OF PURCHASERS





7.1  Conditions
      Precedent to Purchaser’s Obligations. The
      obligation of each Purchaser to consummate the transactions to be performed
      by
      the Purchaser in connection with the Closing are subject to satisfaction of
      the
      following conditions:





(i)  the
      representations and warranties set forth in Article III above shall be true
      and
      correct in all material respects at and as of the Closing Date;





(ii)  the
      Sellers shall have performed and complied with all of their covenants hereunder
      in all material respects through the Closing;





(iii)  the
      Company shall have procured all of the third party consents required in order
      to
      effect the Closing;





(iv)  no
      action, suit, or proceeding shall be pending or threatened before any court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge would (A) prevent consummation of
      any
      of the transactions contemplated by this Agreement, (B) cause any of the
      transactions contemplated by this Agreement to be rescinded following
      consummation, (C) affect adversely the right of the Purchasers to own the Seller
      Shares and to control the Company, or (D) affect adversely the right of the
      Company to own its assets and to operate its businesses (and no such injunction,
      judgment, order, decree, ruling, or charge shall be in effect);





18


(v)  the
      Sellers shall have delivered to the Purchaser a certificate to the effect that
      (A) each of the conditions specified above in Section 7.1(i)-(iv) is satisfied
      in all respects, and (B) as of the Closing, the Company has no
      Liabilities;





(vi)  the
      Purchaser shall have received an opinion of counsel to the Sellers providing
      that (A) all of the Seller Shares and all other outstanding shares were validly
      issued, are fully paid and non-assessable and were issued in compliance with
      all
      laws, including, without limitation, applicable federal and state securities
      laws, (B) all outstanding shares of the Company’s common stock (other than
      control shares held by affiliates of the Company) may be transferred freely
      to
      the extent registered, and (C) no consents or notices are required to be given
      under any applicable laws in connection with the transactions contemplated
      by
      this Agreement;





(vii)  the
      Company shall be a party to no contract and shall have no liabilities other
      than
      those specifically approved by the Purchaser;





(viii)  there
      shall not have been any occurrence, event, incident, action, failure to act,
      or
      transaction since September 30, 2005 which has had or is reasonably likely
      to
      cause a material adverse effect on the Business, Assets and Properties or
      financial condition of the Company;





(ix)  the
      Purchasers shall have completed their business, accounting and legal due
      diligence review of the Company, and the results thereof shall be satisfactory
      to the Purchasers;





(x)  the
      Purchasers shall have received such pay-off letters and releases relating to
      Liabilities as they shall have requested and such pay-off letters and releases
      shall be in form and substance satisfactory to the Purchasers;





(xi)  the
      Purchasers shall have conducted UCC, judgment lien and tax lien searches with
      respect to the Company, the results of which indicate no liens on the assets
      of
      the Company;





(xii)  the
      Company shall have delivered its Certificate of Incorporation and bylaws, both
      as amended to the Closing Date, certified by the Secretary of the Company,
      resolutions adopted by the Board of Directors of the Company authorizing this
      Agreement and the transactions contemplated hereby and the Company shall have
      delivered to the Purchasers the Company’s original minute book, corporate seal,
      a copy of the Stockholder Register certified by the Transfer Agent, and all
      other original corporate documents and agreements;





(xiii)  the
      Company shall deliver to the Purchasers confirmation that the Company is in
      Good
      Standing in Delaware;





(xiv)  the
      Company shall have maintained at and immediately after the Closing its status
      as
      a company whose Common Stock is listed for quoting on the OTB Bulletin Board;





19


(xv)  all
      actions to be taken by the Seller in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby
      will
      be satisfactory in form and substance to the Purchasers;





(xvi)  at
      the
      Closing, there shall be no more than one hundred nine thousand four hundred
      (109,400) shares of the Company issued and outstanding other than the Seller
      Shares;




(xvii)  That
      the
      Company’s officers shall have agreed in writing to resign seriatim subject to
      the consummation of the Agreement and the appointment of Purchaser’s designees,
      listed on Schedule 7.1, effective not later than ten (10) days after the
      Closing;





(xiii)  The
      Company’s directors shall have agreed in writing to resign seriatim subject to
      the consummation of the Agreement and the appointment of Purchaser’s designees,
      listed on Schedule 7, effective not later than ten (10) days after the
      Closing;





(xix)  That
      no
      transactions shall have been entered into by the Company other than as
      contemplated by this Agreement, except with the prior written consent of
      Purchaser;





(xx)  The
      Company shall have complied fully with the applicable securities or "blue sky"
      laws of New York State or other U.S. Governmental Body in connection with the
      Agreement and Purchaser shall pay the Mergent listing;





(xxi)  All
      fees
      and expenses incurred by the Company in connection with this Agreement and
      the
      transactions contemplated hereby, including all accrued and unpaid legal
      expenses, shall have been paid by the Company;





(xxii)
      The Company shall have utilized its cash assets and/or any of its accounts
      receivable for the payment of liabilities or declared a special dividend of
      the
      same; and





(xxiii)  The
      Sellers and the Purchaser shall have executed an Escrow Agreement, acceptable
      to
      Purchasers in respect of unpaid taxes, and any costs associated with the
      preparation and filing of any tax return and other claims in the form of Exhibit
      B annexed hereto.





7.2  Waiver. The
      Purchaser may waive any condition specified in Section 7.1 at or prior to the
      Closing in writing executed by the Purchaser.





ARTICLE
      VIII





CONDITIONS
      PRECEDENT TO THE OBLIGATIONS OF SELLERS





8.1  Conditions
      Precedent to Sellers’ Obligations. The
      obligations of the Sellers to consummate the transactions to be performed by
      them in connection with the Closing are subject to satisfaction of the following
      conditions:





20


(i)  the
      representations and warranties set forth in Article IV above shall be true
      and
      correct in all material respects at and as of the Closing Date;





(ii)  the
      Purchaser shall have performed and complied with all of its covenants hereunder
      in all material respects through the Closing;




(iii)  no
      action, suit, or proceeding shall be pending or threatened before any court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge would (A) prevent consummation of
      any
      of the transactions contemplated by this Agreement or (B) cause any of the
      transactions contemplated by this Agreement to be rescinded following
      consummation (and no such injunction, judgment, order, decree, ruling, or charge
      shall be in effect);





(iv)  the
      Purchaser shall have delivered to the Sellers a certificate to the effect that
      each of the conditions specified above in Section 8.1(i)-(iii) is satisfied
      in
      all respects; and





(v)  all
      actions to be taken by the Purchaser in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby
      will
      be satisfactory in form and substance to the Seller.





8.2  Waiver. Each
      Seller may waive any condition specified in Section 8.1 at or prior to the
      Closing in writing executed by the Seller.





ARTICLE
      IX





SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION





9.1  Survival. The
      representations and warranties set forth in this Agreement, in any Exhibit
      or
      Schedule hereto and in any certificate or instrument delivered in connection
      herewith shall survive for a period of two (2) years after the Closing Date
      and
      shall thereupon terminate and expire and shall be of no force or effect
      thereafter, except (i) with respect to any claim, written notice of which shall
      have been delivered to the Purchaser, on the one hand, or the Sellers, on the
      other hand, as the case may be, such claim shall survive the termination of
      such
      period and shall survive for as long as such claim is unsettled, and (ii) with
      respect to any litigation which shall have been commenced to resolve such claim
      on or prior to such date. Notwithstanding the foregoing, with respect to Taxes,
      Employee Benefit Plans and any environmental matters, the period shall be the
      applicable statute of limitations plus sixty (60) days.





21


9.2  Indemnity.





(a)  The
      Primary Seller shall indemnify the Purchaser and its shareholders, directors,
      officers, employees, successors and assigns (individually, a “Purchaser
      Indemnified Party”) and hold them harmless from, against and in respect of any
      and all costs, losses, claims, liabilities, fines, penalties, damages and
      expenses (including interest, court costs and reasonable fees and disbursements
      of counsel; collectively “Damages”) incurred by any of them resulting from any
      misrepresentation, breach of warranty or non-fulfillment of any covenant,
      agreement or obligation of the Sellers or the Company contained in this
      Agreement (including without limitation any Exhibit or Schedule hereto and
      any
      certificate or instrument delivered in connection herewith). Notwithstanding
      the
      foregoing, each Seller shall indemnify the Purchaser for a breach of any of
      the
      representations contained in Sections 3.1 through 3.3 insofar as such
      representations pertain to it and for the failure of such Seller to deliver
      the
      shares ascribed to such Seller on Schedule
      A .
      The
      indemnity provided in the immediately preceding sentence, in the case of the
      failure of any Seller to deliver his Seller Shares, shall be in addition to
      the
      indemnity of the Primary Seller for the breach of his agreement to cause such
      Seller Shares to be delivered in accordance with the terms hereof.





(b)  The
      Purchaser shall indemnify each of the Sellers (individually, a “Seller
      Indemnified Party”) and hold them harmless from, against and in respect of any
      and all Damages incurred by any of them resulting from any misrepresentation,
      breach of warranty or non-fulfillment of any covenant, agreement or obligation
      of the Purchaser contained in this Agreement.





9.3  Right
      to Contest Third Party Claims. If a
      claim under this Article is based upon an asserted liability or obligation
      to a
      person not a party to this Agreement (nor a permitted successor or assign of
      same) then the Indemnified Party will give prompt written notice of any such
      claim to the Indemnifying Party (the “Notice of Third Party Claim”). The
      Indemnifying Party receiving such Notice of Third Party Claim may defend or
      settle such claims or actions at their expense with counsel chosen and paid
      by
      them by giving written notice (the “Election to Defend”) to the Indemnified
      Party within thirty (30) days after the date the Notice of Third Party Claim
      is
      deemed received; provided, however, that the Indemnifying Party receiving the
      Notice of Third Party Claim may not settle such claims or actions without the
      consent of the Indemnified Party, which consent will not be unreasonably
      withheld; and, provided further, if the defendants in any action include both
      the Indemnifying Party and the Indemnified Party, and the Indemnified Party
      shall have reasonably concluded that counsel selected by the Indemnifying Party
      has a conflict of interest because of the availability of different defenses
      to
      the parties, the Indemnified Party shall cooperate in the defense of such claim,
      but the Indemnified Party shall have the right to its own counsel and to control
      its defense and shall be entitled to be reimbursed for all costs and expenses
      incurred in such defense. In no event will the provisions of this Article reduce
      or lessen the obligations of the parties under this Article, if prior to the
      expiration of the foregoing thirty (30) day notice period, the Indemnified
      Party
      furnishing the Notice of Third Party Claim responds to a third party claim
      if
      such action is reasonably required to minimize damages or avoid a forfeiture
      or
      penalty or because of any requirements imposed by law. If the Indemnifying
      Party
      receiving the Notice of Third Party Claim does not duly give the Election to
      Defend as provided above, then it will be deemed to have irrevocably waived
      its
      right to defend or settle such claims, but it will have the right, at its
      expense, to attend, but not otherwise participate in, proceedings with such
      third parties; and if Indemnifying Party does duly give the Election to Defend,
      then the Indemnified Party giving the Notice of Third Party Claim will have
      the
      right at its expense, to attend, but not otherwise participate in, such
      proceedings. The parties to this Agreement will not be entitled to dispute
      the
      amount of any Damages (including reasonable attorney's fees and expenses)
      related to such third party claim resolved as provided above. The Indemnifying
      Party will be subrogated to all rights of the Indemnified Party.




22


9.4  Subrogation. If any
      Indemnified Party receives payment or other indemnification from any
      Indemnifying Party hereunder, the Indemnifying Party shall be subrogated to
      the
      extent of such payment or indemnification to all rights in respect of the
      subject matter of such claim to which the Indemnified Party may be entitled,
      to
      institute appropriate action for the recovery thereof, and the Indemnified
      Party
      agrees reasonably to assist and cooperate with the Indemnifying Party at no
      expense to the Indemnified Party in enforcing such rights; provided, however,
      that the rights provided hereby shall not be so construed as to permit the
      Sellers (as Indemnifying Party) to claim over against the Company in respect
      of
      any loss of the Purchaser (as Indemnified Party) that is or may be the subject
      of a claim for indemnification hereunder.





ARTICLE
      X





TAX
      MATTERS





10.1  Allocation
      of Certain Taxes.





(a)  If
      the
      Company is permitted but not required under applicable state, local or federal
      income tax laws to treat the Closing Date as the last day of a taxable period,
      then the parties shall cause the Company to treat that day as the last day
      of a
      taxable period.





(b)  In
      the
      case of Taxes arising in a taxable period of the Company that includes but
      does
      not end on the Closing Date, the allocation of such Taxes between the
      Pre-Closing Period and the Post-Closing Period shall be made on the basis of
      an
      interim closing of the books as of the end of the Closing Date. For the
      avoidance of doubt, for purposes of this Section 12.1, any Tax resulting from
      the transactions contemplated by this Agreement is attributable to the
      Pre-Closing Period.





(c)  In
      the
      case of any Taxes attributable to any taxable period that includes but does
      not
      end on the Closing Date, the portion of such Taxes attributable to the
      Pre-Closing Period shall be the amount of such Taxes for the entire taxable
      period, multiplied by a fraction the numerator of which is the number of
      calendar days in such taxable period ending on and including the Closing Date
      and the denominator of which is the entire number of calendar days in such
      taxable period.





23


10.2  Preparation
      and Filing of Tax Returns. The
      Purchasers shall file or cause to be filed all Tax Returns of the Company that
      are required to be filed after the Closing Date, including the Tax Returns
      for
      the taxable period ending on the Closing Date. The Company shall pay all Taxes
      shown to be due thereon, and the Primary Seller shall reimburse the Company
      for
      all Taxes attributable to the Pre-Closing Period required to be paid with Tax
      Returns filed by the Purchaser.





10.3  Tax
      Sharing Agreements. All Tax
      sharing agreements or similar agreements, if any, with respect to or involving
      the Company shall be terminated as of the Closing Date and, after the Closing
      Date, the Company shall not be bound thereby or have any liability
      thereunder.





ARTICLE
      XI





MISCELLANEOUS





11.1  Expenses. Except
      as and to the extent otherwise provided in this Agreement, whether or not the
      transactions contemplated by this Agreement are consummated, each of the
      Sellers, on the one hand, and the Purchaser, on the other hand, shall each
      pay
      their own respective expenses and the fees and expenses of their respective
      counsel and other experts.





11.2  Termination. This
      Agreement may be terminated, and the transactions contemplated hereby may be
      abandoned at any time before the Closing, by mutual written consent of Purchaser
      and the Primary Seller.





11.3  Waivers. No
      action taken pursuant to this Agreement, including 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 or in any other documents. The waiver by any party
      hereto of a breach of any provision of this Agreement shall not operate or
      be
      construed as a waiver of any subsequent breach. Any party hereto may, at or
      before the Closing, waive any conditions to its obligations hereunder which
      are
      not fulfilled.





11.4  Binding
      Effect; Benefits. This
      Agreement shall inure to the benefit of the parties hereto and shall be binding
      upon the parties hereto and their respective successors and assigns. Except
      as
      otherwise set forth herein, nothing in this Agreement, expressed or implied,
      is
      intended to confer on any person other than the parties hereto or their
      respective successors and assigns any rights, remedies, obligations, or
      liabilities under or by reason of this Agreement.





11.5  Assignment. No party
      to this Agreement may assign its rights or obligations hereunder without the
      prior written consent of all of the other parties; provided, however, that
      any
      Purchaser may assign the right to purchase all or any portion of the Seller
      Shares to one or more individuals and entities, provided that any such
      assignment shall not relieve Purchaser of any obligation hereunder.





24


11.6  Notices. All
      notices, requests, demands and other communications which are required to be
      or
      may be given under this Agreement shall be in writing and shall be deemed to
      have been duly given when delivered in person, upon receipt when transmitted
      by
      facsimile or telex (confirmed via one of the other methods of serving a notice),
      one business day after deposit with a nationally recognized overnight courier,
      and three business days after deposit in a facility of the United States mails,
      if sent by certified or registered first class mail, postage prepaid, return
      receipt requested, in each case to the party to whom the same is to be given
      or
      made at the following address:





If
      to a
      Purchaser, to the address provided on such Purchaser’s signature page hereto,
      with a copy to:





Krieger
      & Prager llp ,
      Esqs.


39
      Broadway


Suite
      1440


New
      York,
      NY 10006


Attn:
      Samuel Krieger, Esq.


Telephone
      No.: 212-363-2900


Telecopier
      No. 212-363-2999





If
      to the
      Company or any Seller, to:





Gary
      B.
      Wolff, P.C.


805
      Third
      Avenue, 21st Floor


New
      York,
      NY 10022


Attn:
      Gary B. Wolff, Esq.


Telephone
      No.: 212-644-6446


Telecopier
      No. 212-644-6498





11.7  Entire
      Agreement. This
      Agreement (including the Exhibits and Schedules hereto) constitutes the entire
      agreement and supersedes all prior agreements and understandings, oral and
      written, among the parties hereto with respect to the subject matter hereof
      and
      supersede all prior agreements, representations, warranties, statements,
      promises and understandings, whether written or oral, with respect to the
      subject matter hereof. No party hereto shall be bound by or charged with any
      written or oral arguments, representations, warranties, statements, promises
      or
      understandings no specifically set forth in this Agreement or in any Exhibit
      or
      Schedule hereto, or in certificates and instruments to be delivered pursuant
      hereto on or before the Closing.





11.8  Headings;
      Certain Terms. The
      section and other headings contained in this Agreement are for reference
      purposes only and shall not be deemed to be a part of this Agreement or to
      affect the meaning or interpretation of this Agreement. As used in this
      Agreement, the term “including” means “including, but not limited to” unless
      otherwise specified; the word “or” means “and/or”, and the word “person” means
      and refers to any individual, corporation, trust, partnership, joint venture,
      government or governmental authority, or any other entity; and the plural and
      singular forms are used interchangeably.








11.9  Counterparts. This
      Agreement may be executed in any number of counterparts, each of which when
      executed, shall be deemed to be an original and all of which together shall
      be
      deemed to be one and the same instrument.





11.10  Governing
      Law. This
      Agreement shall be construed in accordance with the laws of the State of New
      York, without giving effect to the choice of law principles
      thereof.





11.11  Severability. If any
      term or provision of this Agreement shall to any extent be invalid or
      unenforceable, the remainder of this Agreement shall not be affected thereby,
      and each term and provision of the agreement shall be valid and enforced to
      the
      fullest extent permitted by law.





11.12  Amendments. This
      Agreement may not be modified or changed except by an instrument or instruments
      in writing signed by the party or parties against whom enforcement of any such
      modification or amendment is sought.





11.14  Section
      References. All
      references contained in this Agreement to any section number are references
      to
      sections of this Agreement unless otherwise specifically stated.





11.15  Press
      Releases. None of
      the Sellers shall issue any press release or make any public announcement with
      respect to the subject matter of this Agreement. Neither the Company nor the
      Purchaser shall issue any press release or make any public announcement relating
      to the subject matter of this Agreement without the prior written approval
      of
      the other; provided, however, that the Purchaser and the Company may make any
      public disclosure it believes in good faith is required by applicable law or
      any
      listing or trading agreement concerning its publicly-traded securities (in
      which
      case the disclosing party will use its reasonable best efforts to advise the
      other party prior to making such disclosure).








[Balance
      of page intentionally left blank]















**[Seller
      Signature Page]**





IN
      WITNESS WHEREOF, each of the undersigned Sellers has duly executed this
      Agreement as of the date first above written.








***For
                Entities:***EP
                FLOORS, INC.(Insert
                Name of entity above)By:Name:
            Robert
                E. LongTitle:
            President***For
                Individuals:***Name
            Robert
                E. Long














**[Purchaser
      Signature Page]**





IN
      WITNESS WHEREOF, each of the undersigned Purchasers has duly executed this
      Agreement as of the date first above written.








***For
                  Entities:***(Insert
                Name of entity above)Jurisdiction of Organization
              By:Name:Title:***For
                Individuals:***Name:
 Purchaser’s
          Notice Address:
 
  
  
 
 Telephone
          No.:
 
 Telecopier
          No.:


**[Company
      Signature Page]**





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





EP
                FLOORS, INC.By:Name:
            Robert
                E. LongTitle:
            Chief
                Executive Officer