EXHIBIT
      10.7

    Stock
      Purchase Agreement

    

       

      STOCK
        PURCHASE AGREEMENT

      


      


      STOCK
        PURCHASE AGREEMENT, dated as of August 11, 2006 (this “Agreement”),
        by
        and among SMI Products, Inc., a Nevada Corporation (the “Company”),
        the
        persons listed on Schedule
        A
        to this
        Agreement (each a “Seller”
and
        collectively, the “Sellers”)
        and
        the persons listed on Schedule
        B
        to this
        Agreement (each a “Purchaser”
and
        collectively, the “Purchasers”).
        The
        Company, each Seller and each Purchaser are referred to herein as a
“Party”
and
        collectively, as the “Parties”.

      


      BACKGROUND

      


      The
        Sellers are the owners of 5,551,000 shares of common stock of the Company
        and
        collectively desire to sell the number of shares of said stock set forth
        opposite their names on Schedule
        A
        (the
“Seller
        Shares”).
        The
        Seller Shares represent approximately 73.5% of the issued and outstanding
        capital stock of the Company as of the date hereof calculated on a fully-diluted
        basis. Certain Sellers are also the holders of notes payable by the Company
        in
        the principal amount of $89,316.32 which, prior to the Closing, shall be
        exchanged by the Sellers for notes convertible by their terms into the Company’s
        common stock (the “Seller
        Notes”).
        The
        Purchasers desire to purchase all of the Seller Shares and all of the Seller
        Notes by purchasing the number of Seller Shares and the principal amount
        of
        Seller Notes set forth opposite their names on Schedule
        B.

      


      NOW,
        THEREFORE, in consideration of the foregoing and the mutual promises and
        covenants herein contained, the Company, the Sellers and the Purchasers hereby
        agree as follows: 

      


      1. Purchase
        and Sale. 

       

      Each
        Seller shall sell, transfer, convey and deliver unto the Purchasers the number
        of Seller Shares and the principal amount of Seller Notes set forth opposite
        each such Seller’s name on Schedule
        A
        to this
        Agreement, and each Purchaser shall acquire and purchase from the Sellers
        the
        Seller Shares and the principal amount of the Seller Notes set forth opposite
        each such Purchaser’s name on Schedule
        B
        to this
        Agreement.

      


      2. Purchase
        Price. 

       

      (a) General.
        The
        purchase price (the “Purchase
        Price”)
        for
        the Seller Shares and the Seller Notes, in the aggregate, is Six Hundred
        Thirty-Seven Thousand Five Hundred Dollars ($637,500) payable as specified
        in
        this Section
        2,
        subject
        to the other terms and conditions of this Agreement.

       

      (b) Deposit.
        Concurrent with the execution of this Agreement, Purchasers shall deposit
        the
        Purchase Price into
        escrow.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (c) Payment
        at Closing.
        At the
        Closing, the Purchasers shall pay to the Sellers Six Hundred Thirty-Seven
        Thousand Five Hundred Dollars ($637,500), which shall be payable in the amounts
        set forth in Schedule
        A
        and
        allocated among the Sellers, as set forth in a funds flow memorandum to be
        delivered by the Sellers to the Escrow Agent at the Closing. The
        total
        monies payable to Sellers are subject to certain adjustments, as set forth
        in
        sub-paragraph (d) below. 

       

      (d) Adjustment
        for Outstanding Assets and Liabilities.
        The
        aggregate Purchase Price shall be increased by the amount
        of
        any cash or cash equivalents on the Company’s balance sheet as of the Closing
        Date and reduced by the amount of any outstanding liabilities on the Company’s
        balance sheet (other than the Seller Notes) as of the Closing Date.


       

      (e) Finder’s
        Fee.
        At the
        Closing, the Purchasers and Sellers shall each pay their respective portion
        (50%) of the Finder’s Fee referenced in Section
        9
        below.
        The $12,500 payable by Sellers shall be deducted from the $637,500 and paid
        out
        of the escrow by the Escrow Agent.

       

      3. The
        Closing.

       

      (a) General.
        The
        closing of the transactions contemplated by this Agreement (the “Closing”)
        shall
        take place by exchange of documents among the Parties by fax or courier,
        as
        appropriate, following the satisfaction or waiver of all conditions to the
        obligations of the Parties to consummate the transactions contemplated hereby
        (other than conditions with respect to actions the respective Parties will
        take
        at the Closing itself) not later than August 31, 2006 or such other date
        as the
        Purchasers and the Sellers may mutually determine in
        writing (the
        “Closing
        Date”),
        which
        date shall be not later than fifteen days following Purchaser’s satisfactory
        completion of due diligence pursuant to Section
        8,
        below.

       

      (b) Delivery
        of Certificates in Escrow.
        Concurrent with the execution of this Agreement, each Seller shall deliver
        (i)
        certificates (the “Certificates”)
        evidencing all of the Seller Shares held by such Seller and (ii) the Seller
        Notes to the Washington, DC offices of Thelen Reid & Priest, LLP
        (“Law
        Firm”)
        on the
        date hereof. The Law Firm shall hold such certificates in escrow pursuant
        to the
        Escrow Agreement (the “Escrow
        Agreement”)
        in the
        form of Exhibit
        A
        being
        entered into on the date hereof by the Law Firm, the Seller Representative
        (as
        defined below) and the Purchaser Representative. Pursuant to the Escrow
        Agreement, the Certificates will be held in escrow until the Closing at which
        time the Law Firm shall deliver the Certificates to the Purchasers against
        delivery to the Sellers of the portion of the Purchase Price that is due
        at
        Closing.

       

      (c) Deliveries
        at the Closing.
        At the
        Closing: (i) the Sellers shall deliver to the Purchasers the various
        certificates, instruments, and documents referred to in Section
        12(a)
        below,
        (ii) the Purchasers shall deliver to the Sellers the various certificates,
        instruments, and documents referred to in Section
        12(b)
        below,
        (iii) the Sellers shall deliver to the Purchasers (A) the Certificates, endorsed
        in blank or accompanied by duly executed assignment documents and including
        a
        Medallion Guarantee, including delivery by releasing the Certificates from
        escrow, and (B) the Seller Notes along with a note power transferring the
        Seller
        Notes to the Purchasers, including delivery by releasing the Seller Notes
        from
        Escrow and (iv) the Purchasers shall deliver to the Sellers the Purchase
        Price.


       

      
        
          
          

        

        
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      4. Appointment
        of Seller and Purchaser Representatives.

       

      (a) Appointment
        of Seller Representatives.
        The
        Sellers hereby irrevocably constitute and appoint, effective as of the date
        hereof, James Charuk and Rocky McNabb (together
        with their permitted successors, the “Seller
        Representative”),
        as
        their true and lawful agent and attorney-in-fact to enter into any agreement
        in
        connection with the transactions contemplated by this Agreement and any
        transactions contemplated by the Escrow Agreement, to perform on behalf of
        the
        Sellers any obligations or undertakings thereunder, to exercise all or any
        of
        the powers, authority and discretion conferred on him under any such agreement,
        to waive any terms and conditions of any such agreement, to give and receive
        notices on their behalf and to be their exclusive representative with respect
        to
        any matter, suit, claim, action or proceeding arising with respect to any
        transaction contemplated by any such agreement and the Seller Representative
        agrees to act as, and to undertake the duties and responsibilities of, such
        agent and attorney-in-fact. This power of attorney is coupled with an interest
        and irrevocable. The Seller Representative shall not be liable for any action
        taken or not taken by him in connection with his obligations under this
        Agreement as long as such actions are taken or omitted in good faith and
        in the
        absence of willful misconduct or gross negligence. If the Seller Representative
        shall be unable or unwilling to serve in such capacity, his successor shall
        be
        named by those persons holding more than fifty percent (50%) in interest
        of the
        Seller Shares.

       

      (b) Appointment
        of the Purchaser Representative.
        The
        Purchasers hereby irrevocably constitute and appoint, effective as of the
        date
        hereof, Fountainhead Capital Partners Limited (together
        with its permitted successors, the “Purchaser
        Representative”),
        as
        their true and lawful agent and attorney-in-fact to enter into any agreement
        in
        connection with the transactions contemplated by this Agreement and any
        transactions contemplated by the Escrow Agreement, to perform on behalf of
        the
        Sellers any obligations or undertakings thereunder, to exercise all or any
        of
        the powers, authority and discretion conferred on him under any such agreement,
        to waive any terms and conditions of any such agreement (other than the amount
        of the Purchase Price), to give and receive notices on their behalf and to
        be
        their exclusive representative with respect to any matter, suit, claim, action
        or proceeding arising with respect to any transaction contemplated by any
        such
        agreement and the Purchaser Representative agrees to act as, and to undertake
        the duties and responsibilities of, such agent and attorney-in-fact. This
        power
        of attorney is coupled with an interest and irrevocable. The Purchaser
        Representative shall not be liable for any action taken or not taken by it
        in
        connection with his obligations under this Agreement as long as such actions
        are
        taken or omitted in good faith and in the absence of willful misconduct or
        gross
        negligence. If the Purchaser Representative shall be unable or unwilling
        to
        serve in such capacity, its successor shall be named by those persons agreeing
        to acquire more than fifty percent (50%) in interest of the Seller Shares
        pursuant to this Agreement. 

       

      
        
          
          

        

        
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      5. Representations
        and Warranties of the Sellers. 

       

       

      Each
        Seller jointly and severally represents and warrants to the Purchasers that
        the
        statements contained in this Section
        5
        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
Section
        5).

       

      (a) Each
        Seller has the power and authority to execute, deliver and perform such Seller’s
        obligations under this Agreement and to sell, assign, transfer and deliver
        to
        the Purchasers the Seller Shares as contemplated hereby. No permit, consent,
        approval or authorization of, or declaration, filing or registration with
        any
        governmental or regulatory authority or consent of any third party is required
        in connection with the execution and delivery any Seller of this Agreement
        and
        the consummation of the transactions contemplated hereby.

       

      (b) Neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions contemplated hereby or compliance with the terms and conditions
        hereof by the Sellers will violate or result in a breach of any term or
        provision of any agreement to which any Seller is bound or is a party, or
        be in
        conflict with or constitute a default under, or cause the acceleration of
        the
        maturity of any obligation of any Seller under any existing agreement or
        violate
        any order, writ, injunction, decree, statute, rule or regulation applicable
        to
        any Seller or any properties or assets of any Seller. 

       

      (c) This
        Agreement has been duly and validly executed by each Seller, and constitutes
        the
        valid and binding obligation of each Seller and the Company, enforceable
        against
        each Seller and the Company in accordance with its terms, except as
        enforceability may be limited by bankruptcy, insolvency or other laws affecting
        creditors' rights generally or by limitations, on the availability of equitable
        remedies. The Seller Representative has been duly appointed herein by the
        Sellers and has complete authority to act on behalf of the Sellers in matters
        relating to this Agreement and the transactions contemplated hereby

       

      (d) The
        Seller Shares are owned beneficially and of record by each Seller in the
        amounts
        specified on Schedule
        A
        and are
        validly issued and outstanding, fully paid for and non-assessable with no
        personal liability attaching to the ownership thereof. The Seller Notes
        specified on Schedule
        A
        represent amounts due by the Company to the holders thereof. Each Seller
        owns
        the number of Seller Shares and the principal amount of Seller Notes set
        forth
        opposite such Seller’s name on Schedule
        A
        free and
        clear of all liens, charges, security interests, encumbrances, claims of
        others,
        options,
        warrants, purchase rights, contracts, commitments, equities or other claims
        or
        demands of any kind
        (collectively, “Liens”),
        and
        upon delivery of the Seller Shares and Seller Notes to the Purchasers, the
        Purchasers will acquire good, valid and marketable title thereto free and
        clear
        of all Liens. No Seller
        is
        a party to any option, warrant, purchase right, or other contract or commitment
        that could require the Seller to sell, transfer, or otherwise dispose of
        any
        capital stock of the Company (other than pursuant to this Agreement). No
        Seller
        is a party to any voting trust, proxy, or other agreement or understanding
        with
        respect to the voting of any capital stock of the Company. 

       

      
        
          
          

        

        
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      (e) At
        least
        526,000 shares of the Seller Shares have been held by non-affiliates of the
        Company for at least two years and are eligible for sale under Rule
        144(k).

       

      6. Representations
        and Warranties of the Company. 

       

      (a) The
        Company is a corporation in good standing duly incorporated in the State
        of
        Nevada. The
        Company is duly authorized to conduct business and is in good standing under
        the
        laws of each jurisdiction where such qualification is required. The Company
        has
        full corporate power and authority and all licenses, permits, and authorizations
        necessary to carry on its business. The Company has no subsidiaries and does
        not
        control any other subsidiaries, directly or indirectly, or have any direct
        or
        indirect equity participation in any other entity.

       

      (b) Neither
        the execution and delivery of this Agreement, nor the consummation of the
        transactions contemplated hereby or compliance with the terms and conditions
        hereof by the Company will violate or result in a breach of any term or
        provision of any agreement to which the Company is bound or is a party, or
        the
        Company’s Certificate of Incorporation or By-Laws, or be in conflict with or
        constitute a default under, or cause the acceleration of the maturity of
        any
        obligation of the Company under any existing agreement or violate any order,
        writ, injunction, decree, statute, rule or regulation applicable to the Company
        or any of its properties or assets. 

       

      (c) This
        Agreement has been duly and validly executed by the Company and constitutes
        the
        valid and binding obligation of the Company, enforceable against it in
        accordance with its terms, except as enforceability may be limited by
        bankruptcy, insolvency or other laws affecting creditors' rights generally
        or by
        limitations, on the availability of equitable remedies. 

       

      (d) The
        Company’s authorized capital stock, as of the date of this Agreement and as of
        the Closing, consists of 100,000,000 shares of Common Stock, $0.001 par value
        per share, of which 7,551,000
        shares are issued and outstanding. The Company has not reserved any shares
        of
        its Common Stock for issuance upon the exercise of options, warrants or any
        other securities that are exercisable or exchangeable for, or convertible
        into,
        Common Stock. All of the issued and outstanding shares of Common Stock are
        validly issued, fully paid and non-assessable and have been issued in compliance
        with applicable laws, including, without limitation, applicable federal and
        state securities laws. There are no outstanding options, warrants or other
        rights of any kind to acquire any additional shares of capital stock of the
        Company or securities exercisable or exchangeable for, or convertible into,
        capital stock of the Company, nor is the Company committed to issue any such
        option, warrant, right or security. There are no agreements relating to the
        voting, purchase or sale of capital stock (i) between or among the Company
        and
        any of its stockholders, (ii) between or among any Seller and any third party,
        or (iii) to the best knowledge of the Sellers between or among any of the
        Company’s stockholders. The Company is not a party to any agreement granting any
        stockholder of the Company the right to cause the Company to register shares
        of
        the capital stock of the Company held by such stockholder under the Securities
        Act. The stockholder list provided to the Purchasers is a current shareholder
        list generated by its transfer agent, and such list accurately reflects all
        of
        the issued and outstanding shares of the Company’s Common Stock.

       

      
        
          
          

        

        
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      (e) The
        Company does not have any restrictions in place relative to its ability to
        implement any reverse split of its common stock 

       

      (f) As
        of the
        date hereof the Company has total Liabilities of no more than $15,000,
        not
        including the Seller Notes, which Liabilities will be paid off at or prior
        to
        the Closing and shall in no event become the Liability of the Purchasers
        or
        remain the Liabilities of the Company following the Closing.

       

      (g) There
        is
        no legal, administrative, investigatory, regulatory or similar action, suit,
        claim or proceeding which is pending or, to any Seller’s knowledge, threatened
        against the Company.

       

      (h) The
        Company has,
        to the
        best of its information and belief, 4 market
        makers for its common shares and such market makers have obtained all permits
        and made all filings necessary in order for such market makers to continue
        as
        market makers of the Company.

       

      (i) During
        the period from its inception through March 31, 2006, the Company has filed
        or
        furnished (i) all reports, schedules, forms, statements, prospectuses and
        other documents required to be filed with, or furnished to, the Securities
        and
        Exchange Commission (the “SEC”)
        by the
        Company (all such documents, as amended or supplemented, are referred to
        collectively as, the “Company
        SEC Documents”)
        and
        (ii) all certifications and statements required by (x) Rule 13a-14 or
        15d-14 under the Exchange Act, or (y) 18 U.S.C. Sec.1350 (Section 906 of
        the Sarbanes-Oxley act of 2002) with respect to any applicable Company SEC
        Document (collectively, the “SOX
        Certifications”).
        The
        Company has made available to the Purchasers all SOX Certifications and comment
        letters received by the Company from the staff of the SEC and all responses
        to
        such comment letters by or on behalf of the Company. Through September 30,
        2003,
        the Company complied in all respects with its SEC filing obligations under
        the
        Exchange Act and the Securities Act.  Each of the audited financial
        statements and related schedules and notes thereto and unaudited interim
        financial statements of the Company (collectively, the “Company
        Financial Statements”)
        contained in the Company SEC Documents (or incorporated therein by reference)
        were prepared in accordance with United States generally accepted accounting
        principles applied on a consistent basis (“GAAP”)
        (except in the case of interim unaudited financial statements) except as
        noted
        therein, and fairly present in all respects the consolidated financial position
        of the Company and its consolidated subsidiaries as of the dates thereof
        and the
        consolidated results of their operations, cash flows and changes in
        stockholders’ equity for the periods then ended, subject (in the case of interim
        unaudited financial statements) to normal year-end audit adjustments (the
        effect
        of which will not, individually or in the aggregate, be adverse) and, such
        financial statements complied as to form as of their respective dates in
        all
        respects with applicable rules and regulations of the SEC. The financial
        statements referred to herein reflect the consistent application of such
        accounting principles throughout the periods involved, except as disclosed
        in
        the notes to such financial statements. No financial statements of any Person
        not already included in such financial statements are required by GAAP to
        be
        included in the consolidated financial statements of the Company.  As of
        their respective dates, each the Company SEC Document was prepared in accordance
        with and complied with the requirements of the Securities Act or the Exchange
        Act, as applicable, and the rules and regulations thereunder, and the Company
        SEC Documents (including all financial statements included therein and all
        exhibits and schedules thereto and all documents incorporated by reference
        therein) did not, as of the date of effectiveness in the case of a registration
        statement, the date of mailing in the case of a proxy or information statement
        and the date of filing in the case of other the Company SEC Documents, contain
        any untrue statement of a fact or omit to state a fact required to be stated
        therein or necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading. Neither the Company
        nor, to the Company’s knowledge, any of its officers has received notice from
        the SEC or any other governmental authority questioning or challenging the
        accuracy, completeness, content, form or manner of filing or furnishing of
        the
        SOX Certifications.

       

      
        
          
          

        

        
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      (j) The
        Company has properly filed all federal, state and local tax returns and has
        paid
        all taxes, assessments and penalties due and payable. All such tax returns
        were
        complete and correct in all respects as filed, and no claims have been assessed
        with respect to such returns. There are no present, pending, or threatened
        audit, investigations, assessments or disputes as to taxes of any nature
        payable
        by the Company or any of its subsidiaries, nor any tax liens whether existing
        or
        inchoate on any of the assets of the Company or any of its subsidiaries,
        except
        for current year taxes not presently due and payable. No IRS or foreign,
        state,
        county or local tax audit is currently in progress. Neither the Company nor
        any
        of its subsidiaries has waived the expiration of the statute of limitations
        with
        respect to any taxes. There are no outstanding requests by the Company or
        any of
        its Subsidiaries for any extension of time within which to file any tax return
        or to pay taxes shown to be due on any tax return.

       

      (k) The
        Company does not have any ongoing operations and does not employ any employees
        and does not maintain any employee benefit or stock option plans.

       

      (l) Since
        March 31, 2006, there has not been any event or condition of any character
        which
        has adversely affected, or may be expected to adversely affect, the Company’s
        business or prospects, including, but not limited to any adverse change in
        the
        condition, assets, liabilities (existing or contingent) or business of the
        Company from that shown in the financial statements of the Company included in
        its quarterly report on Form 10-QSB filed for the quarter ended March 31,
        2006.

       

      (m) The
        Company has complied in all material respects with all applicable laws
        (including rules, regulations, codes, plans, injunctions, judgments, orders,
        decrees, rulings, and charges thereunder) of all governmental authorities,
        and
        no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
        demand, or notice has been filed or commenced against the Company alleging
        any
        failure so to comply. To the knowledge of any Seller, neither the Company,
        nor
        any officer, director, employee, consultant or agent of the Company has made,
        directly or indirectly, any payment or promise to pay, or gift or promise
        to
        give or authorized such a promise or gift, of any money or anything of value,
        directly or indirectly, to any governmental official, customer or supplier
        for
        the purpose of influencing any official act or decision of such official,
        customer or supplier or inducing him, her or it to use his, her or its influence
        to affect any act or decision of a governmental authority or customer, under
        circumstances which could subject the Company or any officers, directors,
        employees or consultants of the Company to administrative or criminal penalties
        or sanctions.

       

      
        
          
          

        

        
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      (n) No
        representation or warranty by the Company in this Agreement, nor in any
        certificate, schedule or exhibit delivered or to be delivered pursuant to
        this
        Agreement contains or will contain any untrue statement of material fact,
        or
        omits or will omit to state a material fact necessary to make the statements
        herein or therein, in light of the circumstances under which they were made,
        not
        misleading. 

       

      (o) All
        the
        capital stock of the Company that was registered pursuant to the registration
        on
        Form SB-2 filed by the Company with the SEC on July 31, 2001 were sold and
        there
        are no unsold shares remaining from that registration.

      


      7. Representations
        and Warranties of the Purchasers. 

       

      Each
        Purchaser represents and warrants to the Sellers as follows:

      


      (a) Each
        Purchaser has full power and authority to enter into this Agreement and to
        carry
        out the transactions contemplated hereby. This Agreement constitutes a valid
        and
        binding obligation of each Purchaser enforceable in accordance with its terms,
        except as (i) the enforceability hereof may be limited by bankruptcy, insolvency
        or similar laws affecting the enforceability of creditor's rights generally
        and
        (ii) the availability of equitable remedies may be limited by equitable
        principles of general applicability. 

       

      (b) Neither
        the execution and delivery of this Agreement nor the consummation of the
        transactions contemplated hereby, nor compliance by any Purchaser with any
        of
        the provisions hereof will: violate, or conflict with, or result in a breach
        of
        any provision of, or constitute a default (or an event which, with notice
        or
        lapse of time or both, would constitute a default) under, or result in the
        termination of, or accelerate the performance required by, or result in the
        creation of any Lien upon any of the properties or assets of Purchaser under
        any
        of the terms, conditions or provisions of any material note, bond, indenture,
        mortgage, deed or trust, license, lease, agreement or other instrument or
        obligation to which he is a party or by which he or any of his properties
        or
        assets may be bound or affected, except for such violations, conflicts, breaches
        or defaults as do not have, in the aggregate, any material adverse effect;
        or
        violate any material order, writ, injunction, decree, statute, rule or
        regulation applicable to Purchaser or any of its properties or assets, except
        for such violations which do not have, in the aggregate, any material adverse
        effect. 

       

      (c) Each
        Purchaser is acquiring the Seller Shares and Seller Notes for its own account
        for investment and not for the account of any other person and not with a
        view
        to or for distribution, assignment or resale in connection with any distribution
        within the meaning of the Securities Act. Each Purchaser agrees not to sell
        or
        otherwise transfer the Seller Shares unless they are registered under the
        Securities Act and any applicable state securities laws, or an exemption
        or
        exemptions from such registration are available. Each Purchaser has knowledge
        and experience in financial and business matters such that it is capable
        of
        evaluating the merits and risks of acquiring the Seller Shares and Seller
        Notes.


       

      
        
          
          

        

        
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      (d) No
        permit, consent, approval or authorization of, or declaration, filing or
        registration with any governmental or regulatory authority or the consent
        of any
        third party is required in connection with the execution and delivery by
        Purchaser of this Agreement and the consummation of the transactions
        contemplated hereby. 

       

      8. Due
        Diligence.

       

      Prior
        to
        the Closing, the Purchasers will conduct a due diligence investigation relative
        to the Company and the representations, warranties and covenants of the Sellers
        and the Company. Sellers and the Company agree to provide the Purchasers
        and its
        agents and representatives with any and all due diligence documents reasonably
        requested, including but not limited to financial statements and evidence
        of the
        Company’s good standing in all jurisdictions where it is authorized to do
        business. Purchaser shall have the right, in its sole discretion, to terminate
        this Purchase Agreement at any time prior to the Closing, without any liability
        therefor, should it determine that any representation, warranty or covenant
        of
        any Seller or the Company is untrue, misleading or cannot be verified through
        the due diligence process or if the Purchasers determine, in their sole
        discretion that the Company is unsuitable for use as a vehicle for a reverse
        acquisition transaction.

      


      9. Brokers
        and Finders.

       

      Other
        than Jeff
        Nunez,
        who is
        entitled to payment of $25,000.00 upon Closing, payable equally ($12,500.00
        each) by Purchaser Representative and Seller Representative, there
        are
        no other finders and no parties shall be responsible for the payment of any
        finders’ fees other than as specifically set forth herein. Other than the
        foregoing, neither
        any Seller nor the Company, nor any of their respective directors, officers
        or
        agents on their behalf, have incurred any obligation or liability, contingent
        or
        otherwise, for brokerage or finders’ fees or agents’ commissions or financial
        advisory services or other similar payment in connection with this
        Agreement.

       

      10. Pre-Closing
        Covenants.

       

      The
        Parties agree as follows with respect to the period between the execution
        of
        this Agreement and the Closing.

       

      (a) General.
        Each of
        the Parties will use his or its best efforts to take all action and to do
        all
        things necessary, proper, or advisable in order to consummate and make effective
        the transactions contemplated by this Agreement (including satisfaction,
        but not
        waiver, of the closing conditions set forth in Section
        12
        below).

       

      (b) Form
        8-K Filing; Notices and Consents.
        Concurrent with the Closing of this Agreement, the Company shall cause a
        Form
        8-K to be filed with the U.S. Securities and Exchange Commission with respect
        to
        its having entered into a material definitive agreement. The Seller
        Representative will cause the Company to give any notices to third parties,
        and
        will cause the Company to use its best efforts to obtain any third party
        consents, that the Purchaser Representative may reasonably request. Each
        of the
        Parties will (and the Sellers will cause the Company to) give any notices
        to,
        make any filings with, and use its best efforts to obtain any authorizations,
        consents, and approvals of governmental authorities necessary in order to
        consummate the transactions contemplated hereby. The parties acknowledge
        that
        SEC Rule 14f-1 under the Securities Exchange Act requires that an information
        statement containing certain specified disclosures be filed with the Securities
        and Exchange Commission and mailed to the Company’s shareholders at least 10
        days before any person designated by the Purchasers can become a director
        of the
        Company. The Purchasers and the Sellers agree to cooperate fully with the
        Company in the preparation and filing of such information statement and to
        provide all information therefor respectively needed from them in a timely
        manner, so as not to cause undue delay in the filing of the information
        statement or any amendment thereto. Otherwise, neither the Company nor any
        Seller is aware of any third party consent nor other filing or notice to
        third
        parties that is necessary in respect of this Agreement.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (c) Operation
        of Business.
        The
        Seller will not cause or permit the Company to engage in any practice, take
        any
        action, or enter into any transaction except for ministerial matters necessary
        to maintain the Company in good standing and to arrange for the filing of
        all
        necessary reports required under the Securities Exchange Act to make the
        Company
        a reporting company. Without limiting the generality of the foregoing, the
        Sellers will not cause or permit the Company to (i) declare, set aside, or
        pay
        any dividend or make any distribution with respect to its capital stock or
        redeem, purchase, or otherwise acquire any of its capital stock except as
        otherwise expressly specified herein, (ii) issue, sell, or otherwise dispose
        of
        any of its capital stock, or grant any options, warrants, preemptive or other
        rights to purchase or obtain (including upon conversion, exchange, or exercise)
        any of its capital stock, (iii) make any capital expenditures, loans, or
        incur
        any other obligations or liabilities, (iv) enter into any agreements involving
        expenditures individually, or in the aggregate, of more than $1,000 (other
        than
        agreements for professional services which will be paid in full at or prior
        to
        the Closing), (v) enter into any agreement or incur any other commitment
        or (vi)
        otherwise engage in any practice, take any action, or enter into any transaction
        that is inconsistent with the transactions contemplated hereby. 

       

      (d) Preservation
        of Business.
        The
        Sellers will cause the Company to keep its business and properties substantially
        intact. 

       

      (e) Notice
        of Developments.
        The
        Sellers will give prompt written notice to the Purchaser Representative of
        any
        material adverse development causing a breach of any of the representations
        and
        warranties in Section
        5
        above.
        No disclosure by any Party pursuant to this Section
        10,
        however, shall be deemed to amend or supplement the disclosures contained
        in the
        Schedules hereto or to prevent or cure any misrepresentation, breach of
        warranty, or breach of covenant.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (f) Exclusivity.
        During
        the pendency of this Agreement, none
        of
        the Sellers or the Company shall, directly or indirectly, (i) solicit, initiate,
        or encourage the submission of any proposal or offer from any person relating
        to
        the acquisition of the Seller Shares, Seller Notes or any capital stock or
        other
        voting securities, or any assets (including any acquisition structured as
        a
        merger, consolidation, or share exchange) of the Company or (ii) 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. None of the Sellers
        will vote the shares of the Company’s Common Stock held by them in favor of any
        such acquisition structured as a merger, consolidation, or share exchange.
        The
        Sellers shall notify the Purchaser immediately if any person makes any proposal,
        offer, inquiry, or contact with respect to any of the foregoing.

       

      11. Post-Closing
        Covenants.  The
        Parties agree as follows with respect to the period following the Closing.
        

       

       

      (a) General.
        In case
        at any time after the Closing any further action is necessary or desirable
        to
        carry out the purposes of this Agreement, each of the Parties will take such
        further action (including the execution and delivery of such further instruments
        and documents) as any other Party may reasonably request, all at the sole
        cost
        and expense of the requesting Party (unless the requesting Party is entitled
        to
        indemnification therefor under Section
        13
        below).
        The Sellers acknowledge and agree that from and after the Closing the Purchasers
        will be entitled to possession of all documents, books, records (including
        tax
        records), agreements, and financial data of any sort relating to the
        Company.

       

      (b) Litigation
        Support.
        In the
        event and for so long as any Party actively is contesting or defending against
        any action, suit, proceeding, hearing, investigation, charge, complaint,
        claim,
        or demand in connection with (i) any transaction contemplated under this
        Agreement or (ii) any fact, situation, circumstance, status, condition,
        activity, practice, plan, occurrence, event, incident, action, failure to
        act,
        or transaction on or prior to the Closing Date involving the Company, the
        other
        Party will cooperate with him or it and his or its counsel in the contest
        or
        defense, make available their personnel, and provide such testimony and access
        to their books and records as shall be necessary in connection with the contest
        or defense, all at the sole cost and expense of the contesting or defending
        Party (unless the contesting or defending Party is entitled to indemnification
        therefor under Section
        13
        below).

       

      (c) Reverse
        Merger Transaction.
        The
        Purchasers shall not vote for or otherwise cause the Company to enter into
        any
“reverse merger” transaction with a target private company unless the same is
        done concurrent with a the target company completing a capital raise of at
        least
        $5.0 million at not less than a valuation of $2.00
        per
        share.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      12. Conditions
        to Obligation to Close. 

       

      (a) Conditions
        to Obligation of the Purchaser.

       

      The
        obligation of the Purchasers to consummate the transactions to be performed
        by
        the Purchasers in connection with the Closing are subject to satisfaction
        of the
        following conditions:

       

      (i) the
        representations and warranties set forth in Sections
        5
        and
6
        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, Seller Notes 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);

       

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

       

      (vi) The
        Purchasers shall have received an opinion of counsel customary for transactions
        of this type that covers, among other things, that the Seller 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 law, that the Seller Notes are duly enforceable obligations of
        the
        Company and will continue to be so enforceable after being transferred to
        the
        Purchasers at the Closing, and that the transactions contemplated hereby
        are
        being effected in compliance with state and federal securities
        laws;

       

      (vii) the
        Purchasers shall have received the resignations, effective as of the
tenth
        (10th)
        day
        following the filing by the Company of a Schedule 14f-1 information statement
        with the Securities and Exchange Commission, of each director of the Company
        and
        the Purchasers shall have received the resignations, effective as of the
        Closing,
        of each officer
        of the Company.
        The
        designees specified by the
        Purchasers shall have been appointed as officers
        of the
        Company and any designees of the Purchasers who may be lawfully appointed
        to the
        Board of Directors of the Company as of the Company shall have been appointed;
        

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (viii) there
        shall not have been any occurrence, event, incident, action, failure to act,
        or
        transaction since March 31, 2006 which has had or is reasonably likely to
        cause
        a material adverse effect on the business, assets, properties, financial
        condition, results of operations or prospects 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 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 and corporate
        seal and all other original corporate documents and agreements;

       

      (xiii) the
        Company shall deliver to the Purchasers a Certificate of Good Standing in
        respect of the Company issued by the Nevada Secretary of State dated no earlier
        than 5 days prior to the closing.

       

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

       

      (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 200,000 shares of the Company issued
        and
        outstanding other than the Seller Shares on a pro-forma basis following the
        effective date of the reverse split described in Section
        12(a)(xviii),
        below.

       

      (xvii) Prior
        to
        the Closing, the Company shall cause to be prepared the Company’s unaudited
        financial statements for the period ended June 30, 2006 and shall have filed
        with the U.S. Securities and Exchange Commission prior to the Closing the
        Company’s Form 10-QSB for the period ended June 30, 2006. The costs of such
        audit and preparation and filing of the Form 10-QSB shall be at the sole
        expense
        of the Company. James Charuk shall remain an officer of the Company until
        the
        Form 10-QSB has been completed and filed with the U.S. Securities and Exchange
        Commission. James Charuk agrees to execute the Form 10-QSB on behalf of the
        Company, together with all SOX certifications required to be submitted therewith
        and any management representation letters required in connection with the
        review
        thereof by the Company’s auditors.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (xviii) A
        majority of the shareholders of the Company shall have approved a reverse
        split
        of the Company’s common shares such that the total number of the Company’s
        common shares outstanding other than the Seller Shares (on a pro-forma basis)
        does not exceed 200,000 shares and the Company shall have filed with the
        U.S.
        Securities and Exchange Commission a Preliminary Information Statement with
        respect to such action. At the sole option of the Purchasers, they may elect
        to
        permit the purchase of the Seller Shares and Seller Notes to close prior
        to the
        filing by the Company of a Definitive Information Statement with respect
        to such
        action, the mailing of the Definitive Information Statement to the Company’s
        shareholders and the passage of the required time before such action is
        effective. 

       

      The
        Purchasers may waive any condition specified in this Section
        12(a)
        at or
        prior to the Closing in writing executed by the Purchasers.

      


      (b) Conditions
        to Obligation of the Seller.

       

      The
        obligations of the Sellers to consummate the transactions to be performed
        by it
        in connection with the Closing are subject to satisfaction of the following
        conditions:

       

      (i) the
        representations and warranties set forth in Section
        7
        above
        shall be true and correct in all material respects at and as of the Closing
        Date;

       

      (ii) the
        Purchasers 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
        Purchasers shall have delivered to the Sellers a certificate to the effect
        that
        each of the conditions specified above in Section
        12(b)(i)-(iii)
        is
        satisfied in all respects;

       

      (v) The
        holders of the Seller Notes shall have converted the loans they have made
        to the
        Company in the approximate amount of $89,316.32 into convertible notes which
        by
        their terms may be converted into a number of shares of the Company’s common
        stock, to be designated by the Purchasers. 

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (vi) all
        actions to be taken by the Purchasers 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 Sellers. 

       

      The
        Sellers may waive any condition specified in this Section
        12(b)
        at or
        prior to the Closing in writing executed by the Seller.

       

      13. Remedies
        for Breaches of This Agreement.

       

      (a) Survival
        of Representations and Warranties.
        All of
        the representations and warranties of the Parties shall survive the Closing
        hereunder (even if a Party knew or had reason to know of any misrepresentation
        or breach of warranty by another Party at the time of Closing) and continue
        in
        full force and effect for a period of twenty four (24) months
        thereafter.

       

      (b) Indemnification
        Provisions for Benefit of the Purchasers.

       

      (i) In
        the
        event any Seller breaches (or in the event any third party alleges facts
        that,
        if true, would mean any Seller has breached) any of its representations,
        warranties, and covenants contained herein, and, if there is an applicable
        survival period pursuant to Section
        13(a)
        above,
        provided that the Purchasers make a written claim for indemnification against
        the Sellers within such survival period, then the Sellers shall jointly and
        severally indemnify the Purchasers from and against the entirety of any Adverse
        Consequences the Purchasers may suffer through and after the date of the
        claim
        for indemnification (including any Adverse Consequences the Purchasers may
        suffer after the end of any applicable survival period) resulting from, arising
        out of, relating to, in the nature of, or caused by the breach (or the alleged
        breach). For purposes of this Agreement, “Adverse
        Consequences”
means
        all actions, suits, proceedings, hearings, investigations, charges, complaints,
        claims, demands, injunctions, judgments, orders, decrees, rulings, damages,
        dues, penalties, fines, costs, amounts paid in settlement, Liabilities,
        obligations, taxes, Liens, losses, lost value, expenses, and fees, including
        court costs and attorneys' fees and expenses.

       

      (ii) The
        Sellers shall indemnify the Purchasers from and against the entirety of any
        Adverse Consequences the Purchasers may suffer resulting from, arising out
        of,
        relating to, in the nature of, or caused by any Liability of the Company
        (whether or not accrued or otherwise disclosed) (x) for any taxes of the
        Company
        with respect to any tax year or portion thereof ending on or before the Closing
        Date (or for any Tax year beginning before and ending after the Closing Date
        to
        the extent allocable to the portion of such period beginning before and ending
        on the Closing Date) and (y) for the unpaid taxes of any Person (other than
        the
        Company) under Section 1.1502-6 of the Regulations adopted under the Code
        (or
        any similar provision of state, local, or foreign law), as a transferee or
        successor, by contract, or otherwise.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (iii) The
        Seller shall indemnify the Purchasers from and against the entirety of any
        Liabilities arising out of the ownership of the Shares or operation of the
        Company prior to the Closing.

       

      (iv) The
        Seller shall indemnify the Purchasers from and against the entirety of any
        Adverse Consequences the Purchasers may suffer resulting from, arising out
        of,
        relating to, in the nature of, or caused by any indebtedness or other
        Liabilities of the Company existing as of the Closing Date. 

       

      (c) Indemnification
        Provisions for Benefit of the Seller.
        In the
        event the Purchasers breach (or in the event any third party alleges facts
        that,
        if true, would mean the Purchasers has breached) any of its representations,
        warranties, and covenants contained herein, and, if there is an applicable
        survival period pursuant to Section
        13(a)
        above,
        provided that the Seller makes a written claim for indemnification against
        the
        Purchasers within such survival period, then the Purchasers shall indemnify
        the
        Seller from and against the entirety of any Adverse Consequences the Seller
        may
        suffer through and after the date of the claim for indemnification (including
        any Adverse Consequences the Seller may suffer after the end of any applicable
        survival period) resulting from, arising out of, relating to, in the nature
        of,
        or caused by the breach (or the alleged breach).

       

      (d) Matters
        Involving Third Parties.

       

      (i) If
        any
        third party shall notify any Party (the “Indemnified
        Party”)
        with
        respect to any matter (a “Third
        Party Claim”)
        which
        may give rise to a claim for indemnification against any other Party (the
        “Indemnifying
        Party”)
        under
        this Section
        13,
        then
        the Indemnified Party shall promptly notify each Indemnifying Party thereof
        in
        writing; provided, however, that no delay on the part of the Indemnified
        Party
        in notifying any Indemnifying Party shall relieve the Indemnifying Party
        from
        any obligation hereunder unless (and then solely to the extent) the Indemnifying
        Party thereby is prejudiced.

       

      (ii) Any
        Indemnifying Party will have the right to defend the Indemnified Party against
        the Third Party Claim with counsel of its choice reasonably satisfactory
        to the
        Indemnified Party so long as (A) the Indemnifying Party notifies the Indemnified
        Party in writing within 10 days after the Indemnified Party has given notice
        of
        the Third Party Claim that the Indemnifying Party will indemnify the Indemnified
        Party from and against the entirety of any Adverse Consequences the Indemnified
        Party may suffer resulting from, arising out of, relating to, in the nature
        of,
        or caused by the Third Party Claim, (B) the Indemnifying Party provides the
        Indemnified Party with evidence reasonably acceptable to the Indemnified
        Party
        that the Indemnifying Party will have the financial resources to defend against
        the Third Party Claim and fulfill its indemnification obligations hereunder,
        (C)
        the Third Party Claim involves only money damages and does not seek an
        injunction or other equitable relief, (D) settlement of, or an adverse judgment
        with respect to, the Third Party Claim is not, in the good faith judgment
        of the
        Indemnified Party, likely to establish a precedential custom or practice
        adverse
        to the continuing business interests of the Indemnified Party, and (E) the
        Indemnifying Party conducts the defense of the Third Party Claim actively
        and
        diligently. 

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      (iii) So
        long
        as the Indemnifying Party is conducting the defense of the Third Party Claim
        in
        accordance with Section
        13(d)(ii)
        above,
        (A) the Indemnified Party may retain separate co-counsel at its sole cost
        and
        expense and participate in the defense of the Third Party Claim, (B) the
        Indemnified Party will not consent to the entry of any judgment or enter
        into
        any settlement with respect to the Third Party Claim without the prior written
        consent of the Indemnifying Party (not to be withheld unreasonably), and
        (C) the
        Indemnifying Party will not consent to the entry of any judgment or enter
        into
        any settlement with respect to the Third Party Claim without the prior written
        consent of the Indemnified Party (not to be withheld unreasonably).

       

      (iv) In
        the
        event any of the conditions in Section
        13(d)(ii)
        above is
        or becomes unsatisfied, however, (A) the Indemnified Party may defend against,
        and consent to the entry of any judgment or enter into any settlement with
        respect to, the Third Party Claim in any manner it reasonably may deem
        appropriate (and the Indemnified Party need not consult with, or obtain any
        consent from, any Indemnifying Party in connection therewith), (B) the
        Indemnifying Parties will reimburse the Indemnified Party promptly and
        periodically for the costs of defending against the Third Party Claim (including
        attorneys' fees and expenses), and (C) the Indemnifying Parties will remain
        responsible for any Adverse Consequences the Indemnified Party may suffer
        resulting from, arising out of, relating to, in the nature of, or caused
        by the
        Third Party Claim to the fullest extent provided in this Section
        13.
        

       

      (v) Other
        Indemnification Provisions.
        The
        Seller hereby indemnifies the Company against any and all claims that may
        be
        filed by a current or former officer, director or employee of the Seller
        by
        reason of the fact that such person was a director, officer, employee, or
        agent
        of the Company or was serving the Company at the request of the Seller or
        the
        Company as a partner, trustee, director, officer, employee, or agent of another
        entity, whether such claim is for accrued salary, compensation, indemnification,
        judgments, damages, penalties, fines, costs, amounts paid in settlement,
        losses,
        expenses, or otherwise and whether such claim is pursuant to any statute,
        charter document, bylaw, agreement, or otherwise) with respect to any action,
        suit, proceeding, complaint, claim, or demand brought against the Company
        (whether such action, suit, proceeding, complaint, claim, or demand is pursuant
        to an agreement, applicable law, or otherwise).

       

      14. Termination.

       

      (a) Termination
        of Agreement.
        The
        Parties may terminate this Agreement as provided below: 

       

      (b) the
        Purchasers and the Seller may terminate this Agreement by mutual written
        agreement at any time prior to the Closing; 

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (c) the
        Purchasers may terminate this Agreement by giving written notice to the Seller
        at any time prior to the Closing if (A) the aggregate of the Company’s
        Liabilities (other than the Seller Notes) is equal to, or exceeds $1,000;
        (B)
in
        the
        event the Seller has breached any material representation, warranty, or covenant
        contained in this Agreement in any material respect and the Purchasers has
        notified the Seller of the breach, and the breach has continued without cure
        for
        a period of 2 days after the notice of breach; (C)
        if the
        Closing shall not have occurred on or before August
        31, 2006
        by
        reason of the failure of any condition precedent under Section
        12(a)
        hereof
        (unless the failure results primarily from the Purchasers themselves breaching
        any representation, warranty, or covenant contained in this Agreement) or
        (D)
        the Purchasers determine, in their sole discretion, that the Company is
        unsuitable for use as a vehicle for a reverse acquisition transaction;
        and

       

      (d) the
        Sellers may terminate this Agreement by giving written notice to the Purchasers
        at any time prior to the Closing (A) in the event the Purchasers has breached
        any material representation, warranty, or covenant contained in this Agreement
        in any material respect, the Sellers have notified the Purchasers of the
        breach,
        and the breach has continued without cure for a period of 2 days after the
        notice of breach or (B) if the Closing shall not have occurred on or before
        August
        31,
        2006, by
        reason of the failure of any condition precedent under Section
        12(b)
        hereof
        (unless the failure results primarily from the Sellers themselves breaching
        any
        representation, warranty, or covenant contained in this Agreement).


       

      (e) Effect
        of Termination.
        The
        Seller shall in no event be permitted to terminate this Agreement unless
        prior
        to or accompanying any notice of termination delivered hereunder the Sellers
        (i)
        have delivered to the Purchasers the Cash Deposit and any portion of the
        Purchase Price theretofore paid by the Purchasers and (ii) have notified
        the Law
        Firm in writing that any amounts held in escrow by it may released to the
        Purchasers. If the Purchasers terminate this Agreement pursuant to this
Section
        14,
        then
        the Sellers shall immediately pay to the Purchasers any portion of the Purchase
        Price theretofore paid by the Purchasers and the Sellers shall immediately
        notify the Law Firm in writing that any amounts held in escrow by it may
        released to the Purchasers. Except as aforesaid, if this Agreement terminates
        pursuant to this Section
        14,
        all
        rights and obligations of the Parties hereunder shall terminate without
        any Liability of any Party to any other Party, except for any Liability of
        a
        Party that is then in breach.

       

      (f) Limitation
        on Damages.
        In the
        event that the transaction would have closed but for the breach
        of
        this Agreement by
        the
        other party or
        the
        other party’s refusal to close for any reason except those set forth herein,
then
        the
        party that
        breaches this Agreement or refuses to close
        shall
        reimburse the not at fault party for its documented reasonable legal fees
        and
        related out-of-pocket expenses it has incurred in connection with the
        transaction not to exceed a maximum of $15,000.00. The parties agree that
        any
        damages payable on account of any breach of this Agreement shall be expressly
        limited to such amount. 

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      15. Miscellaneous.

       

      (a) Facsimile
        Execution and Delivery.
        Facsimile execution and delivery of this Agreement is legal, valid and binding
        execution and delivery for all purposes.

       

      (b) Confidentiality;
        Press Releases and Public Announcements.
        Except
        as and to the extent required by law, no Party will disclose or use and will
        direct its representatives not to disclose or use any information with respect
        to the transaction which is the subject ot this Agreement, without the consent
        of the other Parties. Neither the Sellers nor the Company 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 Purchasers; provided,
        however, that 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 Sellers and
        the
        Company will use their best efforts to advise the other Parties prior to
        making
        the disclosure).

       

      (c) No
        Third-Party Beneficiaries.
        This
        Agreement shall not confer any rights or remedies upon any person other than
        the
        Parties and their respective successors and permitted assigns.

       

      (d) Entire
        Agreement.
        This
        Agreement (including the documents referred to herein) constitutes the entire
        agreement among the Parties and supersedes any prior understandings, agreements,
        or representations by or among the Parties, written or oral, to the extent
        they
        related in any way to the subject matter hereof.

       

      (e) Succession
        and Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of the Parties named
        herein and their respective successors and permitted assigns. No Party may
        assign either this Agreement or any of his or its rights, interests, or
        obligations hereunder without the prior written approval of the Purchasers
        and
        the Sellers; provided, however, that the Purchasers may (i) assign any or
        all of
        its rights and interests hereunder to one or more of its Affiliates, and
        (ii)
        designate one or more of its Affiliates to perform its obligations hereunder,
        but no such assignment shall operate to release Purchasers or a successor
        from
        any obligation hereunder unless and only to the extent that Seller agrees
        in
        writing.

       

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

       

      (g) Headings.
        The
        Section headings contained in this Agreement are inserted for convenience
        only
        and shall not affect in any way the meaning or interpretation of this
        Agreement.

       

      (h) Notices.
        All
        notices, requests, demands, claims, and other communications hereunder will
        be
        in writing. Any notice, request, demand, claim, or other communication hereunder
        shall be deemed duly given if (and then two business days after) it is sent
        by
        registered or certified mail, return receipt requested, postage prepaid,
        and
        addressed to the intended recipient as set forth below:

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      If
        to the
        Seller (or the Company prior to the Closing):

       

      Rocky
        McNabb

      10684
        East Fanfol Lane

      Scottsdale,
        AZ 85258

      (480)
        314-5651

      Fax
        (480)
        314-9037

       

      If
        to the
        Purchasers:

      


      Fountainhead
        Capital Partners Limited

      c/o
        Robert L. B. Diener

      122
        Ocean
        Park Blvd.

      Suite
        307

      Santa
        Monica, CA 90405

      (310)
        396-1691

      Fax
        (310)
        362-8887

      


      Any
        Party
        may send any notice, request, demand, claim, or other communication hereunder
        to
        the intended recipient at the address set forth above using any other means
        (including personal delivery, expedited courier, messenger service, telecopy,
        telex, ordinary mail, or electronic mail), but no such notice, request, demand,
        claim, or other communication shall be deemed to have been duly given unless
        and
        until it actually is received by the intended recipient. Any Party may change
        the address to which notices, requests, demands, claims, and other
        communications hereunder are to be delivered by giving the other Parties
        notice
        in the manner herein set forth.

      


      (i) Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the domestic
        laws of the State of New
        York
        without
        giving effect to any choice or conflict of law provision or rule (whether
        of the
        State of New
        York
        or any
        other jurisdiction) that would cause the application of the laws of any
        jurisdiction other than the State of New
        York.
        

       

      (j) Amendments
        and Waivers.
        No
        amendment of any provision of this Agreement shall be valid unless the same
        shall be in writing and signed by the Purchasers and the Sellers or their
        respective representatives. No waiver by any Party of any default,
        misrepresentation, or breach of warranty or covenant hereunder, whether
        intentional or not, shall be deemed to extend to any prior or subsequent
        default, misrepresentation, or breach of warranty or covenant hereunder or
        affect in any way any rights arising by virtue of any prior or subsequent
        such
        occurrence. 

       

      (k) Severability.
        Any
        term or provision of this Agreement that is invalid or unenforceable in any
        situation in any jurisdiction shall not affect the validity or enforceability
        of
        the remaining terms and provisions hereof or the validity or enforceability
        of
        the offending term or provision in any other situation or in any other
        jurisdiction.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (l) Expenses.
        Each of
        the Parties and the Company will bear his or its own costs and expenses
        (including legal fees and expenses) incurred in connection with this Agreement
        and the transactions contemplated hereby. The Sellers agree that the Company
        has
        not borne or will not bear any of the Sellers’ costs and expenses (including any
        of their legal fees and expenses) in connection with this Agreement or any
        of
        the transactions contemplated hereby.
        However,
        Purchaser shall be solely responsible, and shall pay, all legal fees in
        connection with the Escrow and Escrow Agent, but the Purchaser Representative
        and Seller Representative shall each pay 50% of the costs and expenses of
        the
        escrow, as provided in the Escrow Agreement.

       

      (m) Construction.
        The
        Parties have participated jointly in the negotiation and drafting of this
        Agreement. In the event an ambiguity or question of intent or interpretation
        arises, this Agreement shall be construed as if drafted jointly by the Parties
        and no presumption or burden of proof shall arise favoring or disfavoring
        any
        Party by virtue of the authorship of any of the provisions of this Agreement.
        Any reference to any federal, state or local statute or law shall be deemed
        also
        to refer to all rules and regulations promulgated thereunder, unless the
        context
        requires otherwise. The word “including” shall mean including without
        limitation. The Parties intend that each representation, warranty, and covenant
        contained herein shall have independent significance. If any Party has breached
        any representation, warranty, or covenant contained herein in any respect,
        the
        fact that there exists another representation, warranty, or covenant relating
        to
        the same subject matter (regardless of the relative levels of specificity)
        which
        the Party has not breached shall not detract from or mitigate the fact that
        the
        Party is in breach of the first representation, warranty, or covenant. Nothing
        in the disclosure Schedules attached hereto shall be deemed adequate to disclose
        an exception to a representation or warranty made herein, however, unless
        the
        disclosure Schedules identifies the exception with particularity and describes
        the relevant facts in detail. Without limiting the generality of the foregoing,
        the mere listing (or inclusion of a copy) of a document or other item in
        the
        disclosure Schedules or supplied in connection with the Purchasers’ due
        diligence review, shall not be deemed adequate to disclose an exception to
        a
        representation or warranty made herein (unless the representation or warranty
        has to do with the existence of the document or other item itself).


       

      (n) Incorporation
        of Exhibits and Schedules.
        The
        Exhibits and Schedules identified in this Agreement are incorporated herein
        by
        reference and made a part hereof.

       

      (o) Specific
        Performance.
        Each of
        the Parties acknowledges and agrees that the other Parties would be damaged
        irreparably in the event any of the provisions of this Agreement are not
        performed in accordance with their specific terms or otherwise are breached.
        Accordingly, each of the Parties agrees that the other Parties shall be entitled
        to an injunction or injunctions to prevent breaches of the provisions of
        this
        Agreement and to enforce specifically this Agreement and the terms and
        provisions hereof in any action instituted in any court of the United States
        or
        any state thereof having jurisdiction over the Parties and the matter (subject
        to the provisions set forth in Section
        15(p)
        below),
        in addition to any other remedy to which they may be entitled, at law or
        in
        equity.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (p) Submission
        to Jurisdiction.
        Each of
        the Parties submits to the jurisdiction of any state or federal court sitting
        in
        New York County, New York, in any action or proceeding arising out of or
        relating to this Agreement and agrees that all claims in respect of the action
        or proceeding may be heard and determined in any such court. Each of the
        Parties
        waives any defense of inconvenient forum to the maintenance of any action
        or
        proceeding so brought and waives any bond, surety, or other security that
        might
        be required of any other Party with respect thereto. Any Party may make service
        on any other Party by sending or delivering a copy of the process to the
        Party
        to be served at the address and in the manner provided for the giving of
        notices
        in Section
        15(h)
        above.
        Nothing in this Section
        15(p),
        however, shall affect the right of any Party to bring any action or proceeding
        arising out of or relating to this Agreement in any other court or to serve
        legal process in any other manner permitted by law or at equity. Each Party
        agrees that a final judgment in any action or proceeding so brought shall
        be
        conclusive and may be enforced by suit on the judgment or in any other manner
        provided by law or at equity.

       

      (q) Seller
        Acknowledgements.
        Each of
        the Sellers acknowledges that he, she or it: (i) has read the Transaction
        Agreements; (ii) has been represented in the preparation, negotiation, and
        execution of the Transaction Documents by legal counsel of his own choice;
        (iii)  understands the terms and consequences of the Transaction Documents;
        (iv) is fully aware of the legal and binding effect of the Transaction
        Documents; and (v) understands that the Law Firm of Michael J.
        Morrison is acting as counsel to the Company in connection with the transactions
        contemplated by the Transaction Documents and that the law firm of Thelen
        Reid
& Priest LLP is acting as counsel to the Purchasers in connection with the
        transactions contemplated by the Transaction Documents, and that neither
        firm is
        acting as counsel for any
        of
        the Sellers.

       

      


      [signature
        pages follow]

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

        

          [Seller
            Signature Page]

          


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

           

          
            	 	
                    JAMES
                      CHARUK

                    


                    /s/
                      James M.
                      Charuk                                
                      

                    James
                      M. Charuk

                    


                     

                    TODD
                      D. MCNABB

                     

                    /s/
                      Todd D.
                      McNabb                               
                      

                    Todd
                      D. McNabb

                    


                    


                    GORDON
                      F. MCNABB

                    


                    /s/
                      Gordon F.
                      McNabb                             
                      

                    Gordon
                      F. McNabb

                    


                    


                    LIESSA
                      M. MCNABB

                    


                    /s/
                      Liessa M.
                      McNabb                             
                      

                    Liessa
                      M. McNabb

                    


                    


                    HOPE
                      MCNABB

                    


                    /s/
                      Hope
                      McNabb                                      
                      

                    Hope
                      McNabb

                  


          

          
 

          
            
               

            

            
               

              
                

              

            

            
               

            

          

           

          
            	 	
                    DARWIN
                      FORER

                    


                    /s/
                      Darwin
                      Forer                                        
                      

                    Darwin
                      Forer

                    


                    


                    ROBERT
                      E. JEFFERY

                    


                    /s/
                      Robert E.
                      Jeffery                                 
                      

                    Robert
                      E. Jeffery

                    


                    


                    LYONS
                      HAMILTON (in trust)

                    


                    By:
                      /s/Donald
                      A.
                      Lyons                          
                      

                    Donald
                      A. Lyons

                    Partner

                    


                    


                    ARMOR
                      CAPITAL FUND

                    


                    By:
                      /s/
                      Tibor
                      Gajdics                                
                      

                    Tibor
                      Gajdics

                    President

                  


          

          


          
            
               

            

            
               

              
                

              

            

            
               

            

          


          [Purchaser
            Signature Page]

          


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

           

          
            	 	
                    FOUNTAINHEAD
                      CAPITAL PARTNERS LIMITED

                    


                    By:
                      /s/
                      Gisele Le
                      Miere                                   
                      

                    Gisele
                      Le Miere

                    Director

                     

                    By:
                      /s/
                      Eileen
                      O’Shea                                       
                      

                    Eileen
                      O’Shea

                    Director

                  


          

          
 

          
            
               

            

            
               

              
                

              

            

            
               

            

          


          [Company
            Signature Page]

          


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

           

          
            	 	
                    SMI
                      PRODUCTS, INC.

                    


                    By:
                      /s/
                      James
                      Charuk                                  
                      

                    Name:
                      James Charuk

                    Title:
                      President

                  


          

           

          
            
               

            

            
               

              
                

              

            

            
               

            

          


          [Signature
            Page for Seller Representative and Purchaser
            Representative]

          


          IN
            WITNESS WHEREOF, each of the undersigned representatives
            has duly
            executed this Agreement with
            respect to the obligations set forth in Section
            4
            of this Agreement only
            as of
            the date first above written. 

           

           

          
            	 	
                    SELLER
                      REPRESENTATIVE:

                     

                    /s/
                      James
                      Charuk                                       
                      

                    James
                      Charuk

                    


                    


                    /s/
                      Rocky
                      McNabb                                    
                      

                    Rocky
                      McNabb

                    


                    


                    PURCHASER
                      REPRESENTATIVE:

                    


                    FOUNTAINHEAD
                      CAPITAL PARTNERS LIMITED

                    


                    By:
                      /s/
                      Gisele Le
                      Miere                               
                      

                    Gisele
                      Le Miere

                    Director

                     

                    By:
                      /s/
                      Eileen
                      O’Shea                                 
                      

                    Eileen
                      O’Shea

                    Director

                  


          

          
 

          
            
               

            

            
               

              
                

              

            

            
               

            

          


          [Signature
            Page for Principal Executive Officer of the Company]

          


          IN
            WITNESS WHEREOF, the undersigned being the Principal
            Executive Officer of the Company
            has duly executed this Agreement as of the date first above written.
            

           

          
            	 	
                    PRINCIPAL
                      EXECUTIVE OFFICER:

                    


                    


                    /s/
                      James
                      Charuk                              
                      

                    James
                      Charuk

                    Executing
                      this Agreement in his individual capacity

                    in
                      order to induce the Purchasers to enter into
                      this

                    Agreement

                  


          

        

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          



      

      SCHEDULE
        A

      


      SELLERS

      


      


      
        	
                NAME
                  OF SELLER

              	 	
                NUMBER
                  OF
SELLER SHARES

              	 	
                PRINCIPAL
                  AMOUNT
OF SELLER NOTES

              
	 	 	 	 	 
	
                James
                  M. Charuk 

              	 	
                5,000,000

              	 	
                $15,422.73

              
	
                Gordon
                  F. McNabb

              	 	
                151,000

              	 	
                --

              
	
                Todd
                  D. McNabb

              	 	
                248,000

              	 	
                --

              
	
                Lyons
                  Hamilton In Trust

              	 	
                152,000

              	 	
                --

              
	
                Liessa
                  M. McNabb

              	 	
                --

              	 	
                $17,300

              
	
                Robert
                  E. Jeffery

              	 	
                --

              	 	
                $11,000

              
	
                Armor
                  Capital Partners Inc. 

              	 	
                --

              	 	
                $30,593.59

              
	
                Hope
                  McNabb

              	 	
                --

              	 	
                $5,000

              
	
                Darwin
                  Forer

              	 	
                --

              	 	
                $10,000

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        B

      


      PURCHASERS

      


      


      
        	
                NAME
                  AND ADDRESS OF PURCHASER

              	 	
                NUMBER
                  OF SELLER

                SHARES

              	 	
                PRINCIPAL
                  AMOUNT OF

                SELLER
                  NOTES

              
	 	 	 	 	 
	
                Fountainhead
                  Capital Partners Limited

                c/o
                  Robert L. B. Diener

                122
                  Ocean Park Blvd.

                Suite
                  307

                Santa
                  Monica, CA 90405

              	 	
                5,551,000

              	 	
                $89,316.32