AGREEMENT AND PLAN OF MERGER BY AND AMONG SEWARD SCIENCES, INC., ARISTON PHARMACEUTICALS, INC. AND SEWARD ACQUISITION CORP.

Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

SEWARD SCIENCES, INC.,

ARISTON PHARMACEUTICALS, INC.

AND

SEWARD ACQUISITION CORP.

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 13, 2007, among Seward Sciences, Inc., a Delaware corporation (“Parent”), Ariston Pharmaceuticals, Inc., a Delaware corporation (“Ariston”), and Seward Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Seward Merger Sub”).

RECITALS

A.   Upon the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (“DGCL”), Parent, Ariston and Seward Merger Sub intend to enter into a business combination transaction.

B.   The Board of Directors of Ariston (i) has determined that the Merger (as defined in Section 1.2 below) is consistent with and in furtherance of the long-term business strategy of Ariston and fair to, and in the best interests of, Ariston and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) has adopted a resolution declaring the Merger advisable, and (iv) has determined to recommend that the stockholders of Ariston adopt this Agreement.

C.   The Board of Directors of Parent (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Parent and fair to, and in the best interests of, Parent and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) has adopted a resolution declaring the Merger advisable, and (iv) has approved the issuance of shares of Parent Common Stock and Parent Preferred Stock (as defined below) pursuant to the Merger (the “Share Issuance”).

D.   The Board of Directors of Seward Merger Sub (i) has determined that the Merger is consistent with and in furtherance of the long-term business strategy of Seward Merger Sub, respectively, and fair to and in the best interests of, Seward Merger Sub and its stockholders, (ii) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) has adopted a resolution declaring the Merger advisable, and (iv) has determined to recommend that the sole stockholder of Seward Merger Sub adopt this Agreement.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

THE MERGER

1.1   The Merger . At the Effective Time (as defined in Section 1.2 hereof) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the DGCL, Seward Merger Sub shall be merged with and into Ariston (the “Merger”), the separate corporate existence of Seward Merger Sub shall cease and Ariston shall continue as the surviving corporation and shall become a wholly-owned subsidiary of Parent. The surviving corporation after the Merger is sometimes referred to hereinafter as the “Ariston Surviving Corporation.”

1.2   Effective Time . Unless this Agreement is earlier terminated pursuant to Article VII hereof, the closing of the Merger and the other transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Parent’s counsel, at a time and date to be specified by the parties, but in no event later than two (2) business days following satisfaction or waiver of the conditions set forth in Article VI hereof. The date upon which the Closing actually occurs is herein referred to as the “Closing Date.” On the Closing Date, the parties hereto shall cause the Merger to be consummated by filing a Certificate of Merger or like instrument (a “Certificate of Merger”) with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL (the times at which the Merger has become fully effective (or such later time as may be agreed in writing by Ariston and specified in the Certificate of Merger) is referred to herein as the “Effective Time”).

1.3   Effect of the Merger .

(a)   At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as provided herein, all the property, rights, privileges, powers and franchises of Ariston and Seward Merger Sub shall vest in the Ariston Surviving Corporation, and all debts, liabilities and duties of Ariston and Seward Merger Sub shall become the debts, liabilities and duties of the Ariston Surviving Corporation.

(b)   Prior to or at the Effective Time, the properties and assets of Parent and Seward Merger Sub will be free and clear of any and all encumbrances, charges, claims equitable interests, liens, options, pledges, security interests, mortgages, rights of first refusal or restrictions of any kind and nature (collectively, the “Encumbrances”), except for such liabilities, accounts payable, debts, adverse claims, duties, responsibilities and obligations of every kind or nature, whether accrued or unaccrued, known or unknown, direct or indirect, absolute, contingent, liquidated or unliquidated and whether arising under, pursuant to or in connection with any contract, tort, strict liability or otherwise (collectively the “Liabilities”) of Parent which shall be set forth in Parent’s Schedule 3.5 delivered to Ariston.

1.4   Certificates of Incorporation; Bylaws .

(a)   Unless otherwise determined by Ariston prior to the Effective Time, at the Effective Time, the Certificate of Incorporation of Ariston as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Ariston Surviving Corporation at and after the Effective Time until thereafter amended in accordance with the DGCL and the terms of such Certificate of Incorporation.

(b)   Unless otherwise determined by Ariston prior to the Effective Time, (i) the Bylaws of Ariston as in effect immediately prior to the Effective Time shall be the Bylaws of the Ariston Surviving Corporation at and after the Effective Time, until thereafter amended in accordance with the DGCL and the terms of Certificate of Incorporation of the Ariston Surviving Corporation and such Bylaws.

1.5   Ariston Directors and Officers .

(a)   Unless otherwise determined by Ariston prior to the Effective Time, the directors of Ariston immediately prior to the Effective Time shall be the directors of the Ariston Surviving Corporation at and after the Effective Time, each to hold the office of a director of the Ariston Surviving Corporation in accordance with the provisions of the DGCL and the Certificate of Incorporation and Bylaws of the Ariston Surviving Corporation until their successors are duly elected and qualified.

(b)   Unless otherwise determined by Ariston prior to the Effective Time, the officers of Ariston immediately prior to the Effective Time shall be the officers of the Ariston Surviving Corporation at and after the Effective Time, each to hold office in accordance with the provisions of the Bylaws of the Ariston Surviving Corporation.

1.6   Effect on Capital Stock . Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Ariston and Seward Merger Sub or the holders of any of the following securities, the following shall occur:

(a)   Conversion of Ariston Capital Stock . Each share of Common Stock and Preferred Stock, par value $0.001 per share, of Ariston (the “Ariston Common Stock” and the “Ariston Preferred Stock,” respectively) issued and outstanding immediately prior to the Effective Time (other than shares held by holders who have not consented to and approved the adoption of this Agreement in writing and who qualify under and have complied with all of the provisions of Section 262 of the DGCL) will be automatically converted (subject to Section 1.6(d)), in the case of Ariston Common Stock, into one share of Common Stock, par value $0.001 per share, of Parent (the “Parent Common Stock”), and in the case of Ariston Preferred Stock, into one share of Series A Preferred Stock, par value $0.001 per share, of Parent (the “Parent Preferred Stock”) (such aggregate shares of Parent Common Stock and Parent Preferred Stock, being referred to in this Agreement as the “Ariston Merger Consideration”). If any shares of Ariston Common Stock or Ariston Preferred Stock, outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with Ariston, then the shares of Parent Common Stock or Parent Preferred Stock issued in exchange for such shares of Ariston Common Stock or Ariston Preferred Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock or Parent Preferred Stock may accordingly be marked with appropriate legends.

(b)   Ariston Stock Options . At the Effective Time, the Ariston Pharmaceuticals, Inc. 2003 Stock Option Plan (the “Ariston Option Plan”), and all options to purchase Ariston Common Stock then outstanding thereunder, shall be assumed by Parent in accordance with Section 5.4(a) hereof.

(c)   Ariston Warrants . At the Effective Time, all warrants to purchase Ariston Common Stock or Ariston Preferred Stock then outstanding shall be assumed by Parent, and shall become exercisable for shares of Parent Common Stock or Parent Preferred Stock, as applicable, in accordance with Section 5.4(b) hereof.

(d)   Adjustments to Ariston Merger Consideration . Except as described in Section 1.7, the Ariston Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock, Parent Preferred Stock, Ariston Common Stock or Ariston Preferred Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock, Parent Preferred Stock, Ariston Common Stock or Ariston Preferred Stock occurring or having a record date on or after the date hereof and prior to the Effective Time.

(e)   Fractional Shares . No fraction of a share of Parent Common Stock or Parent Preferred Stock will be issued by virtue of the Merger. In lieu thereof any fractional share will be rounded to the nearest whole share of Parent Common Stock (with .5 being rounded up).

1.7   No Further Ownership Rights in Ariston Common Stock and Ariston Preferred Stock . All shares of Parent Common Stock or Parent Preferred Stock issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Ariston Common Stock and Ariston Preferred Stock. After the Effective Time, there shall be no further registration of transfers on the records of Ariston Surviving Corporation of shares of Ariston Common Stock and Ariston Preferred Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing Ariston Common Stock or Ariston Preferred Stock (“Certificates”) are presented to Ariston Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.

1.8   Lost, Stolen or Destroyed Certificates . In the event that any Certificates shall have been lost, stolen or destroyed, the Parent shall issue and pay in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, certificates representing the shares of Parent Common Stock or Parent Preferred Stock into which the shares of Ariston Common Stock and Ariston Preferred Stock represented by such Certificates were converted pursuant to Section 1.6(a); provided, however, that the Parent may, in its discretion and as a condition precedent to the issuance of such certificates representing shares of Parent Common Stock or Parent Preferred Stock require the owner of such lost, stolen or destroyed Certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or Ariston Surviving Corporation with respect to the Certificates alleged to have been lost, stolen or destroyed.

1.9   Tax Treatment . It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). Each of the parties hereto adopts this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations (the “Regulations”). Both prior to and after the Closing, each party's books and records shall be maintained, and all federal, state and local income tax returns and schedules thereto shall be filed in a manner consistent with the Merger being qualified as a reverse triangular merger under Section 368(a)(2)(E) of the Code (and comparable provisions of any applicable state or local laws), except to the extent the Merger is determined in a final administrative or judicial decision not to qualify as a reorganization within the meaning of Code Section 368(a).

1.10   Taking of Necessary Action; Further Action . If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Ariston Surviving Corporation (and/or its successor in interest) with full right, title and possession to all assets, property, rights, privileges, powers and franchises of Ariston and Seward Merger Sub, the officers and directors of Parent and the Ariston Surviving Corporation shall be fully authorized (in the name of Seward Merger Sub, Ariston and otherwise) to take all such necessary action.

1.11   Restrictions on Transfer; Legends . Any shares of Parent Common Stock or Parent Preferred Stock issued in the Merger will not be transferable except (1) pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or (2) upon receipt by Parent of a written opinion of counsel reasonably satisfactory to Parent that is knowledgeable in securities laws matters to the effect that the proposed transfer is exempt from the registration requirements of the Securities Act and relevant state securities laws. Restrictive legends must be placed on all certificates representing shares of Parent issued in the Merger, substantially as follows:

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF ARISTON

Ariston hereby represents and warrants to Parent that:

2.1   Subsidiaries . Ariston has no direct or indirect subsidiaries other than Pyrenees Pharmaceuticals, Inc.

2.2   Organization and Qualification . Ariston is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Ariston is not in violation of any of the provisions of its Certificate of Incorporation or Bylaws.

2.3   Authorization, Enforcement . Ariston has the requisite corporate power and authority to enter into and to consummate the Merger. The execution and delivery of this Agreement by Ariston and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Ariston and no further consent or action is required by Ariston, other than the Required Approvals (as defined below) and the approval of Ariston’s stockholders and the approval of the stockholders of Parent and Seward Merger Sub of the Merger and the amendments to their respective certificates of incorporation (the “Stockholder Approvals”). This Agreement, when executed and delivered in accordance with the terms hereof, will constitute the valid and binding obligation of Ariston enforceable against Ariston in accordance with its terms, subject to the Stockholder Approvals, applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and general principles of equity.

2.4   No Conflicts . The execution, delivery and performance of this Agreement by Ariston and the consummation by Ariston of the Merger do not and will not: (i) conflict with or violate any provision of Ariston’s Certificate of Incorporation or Bylaws, or (ii) subject to obtaining the Required Approvals, conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice or lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing Ariston debt or otherwise) or other understanding to which Ariston is a party or by which any material property or asset of Ariston is bound or affected, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority as currently in effect to which Ariston is subject (including federal and state securities laws and regulations), or by which any material property or asset of Ariston is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not, individually or in the aggregate (a) adversely affect the legality, validity or enforceability of the Merger, (b) have or result in a material adverse effect on the results of operations, assets, prospects, business or condition (financial or otherwise) of Ariston, taken as a whole, or (c) adversely impair Ariston’s ability to perform fully on a timely basis its obligations under this Merger Agreement (any of (a), (b) or (c), an “Ariston Material Adverse Effect”).

2.5   Filings, Consents and Approvals . Ariston is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by Ariston of this Agreement, other than the Stockholder Approvals and the filing with the Secretary of State of Delaware of a certificate of merger (collectively, the “Required Approvals”).

2.6   Issuance of the Shares . The Ariston Preferred Stock issued in the Financing will be duly authorized and validly issued, fully paid and nonassessable, free and clear of all liens at issuance. Assuming the accuracy of each purchaser's representations and warranties set forth in the relevant subscription agreements, no registration under the Securities Act is required for the offer and sale of the Ariston Preferred Stock by Ariston to the purchasers.

2.7   Capitalization . Ariston’s certificate of incorporation, as amended, will at Closing authorize the issuance of up to 26,000,000 shares of capital stock, of which 20,000,000 shares will be designated as common stock, par value $.001 per share, and 6,000,000 shares as preferred stock, par value $.001 per share. As of the date hereof, Ariston has outstanding 4,462,291 shares of Ariston Common Stock and no shares of preferred stock. Ariston also currently has outstanding options to purchase an additional 291,332 shares of Ariston Common Stock. Ariston has outstanding convertible indebtedness, bridge warrants and warrants issued in connection with the placement of convertible indebtedness, but the number of shares underlying these instruments is contingent upon the completion of the Financing and will be determined based on the price at which the Ariston Preferred Stock is sold in the Financing. Assuming the consummation of the Financing, additional warrants to the placement agents in the Financing will be issued and Ariston’s CEO will be entitled to an additional stock option to offset dilution. In addition, Ariston has contingent obligations to issue additional Ariston Common Stock to the former stockholders of Pyrenees Pharmaceuticals, Inc. in connection with certain milestones. Except as described above or in connection with the Financing, (i) there are no outstanding options, warrants, script rights to subscribe to, or calls or commitments of any character whatsoever relating to, rights or obligations convertible into or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Ariston’s Common Stock, or contracts, commitments, understandings or arrangements by which Ariston is or may become bound to issue additional shares of Ariston Common Stock or rights convertible or exchangeable into shares of Ariston Common Stock and (ii) the issuance and sale of the Ariston Preferred Stock will not obligate Ariston to issue shares of Ariston Common Stock or Ariston Preferred Stock to any Person (other than the purchasers in the Financing) and will not result in a right of any holder of Ariston equity to adjust the exercise, conversion, exchange or reset price under such Ariston Preferred Stock.

2.8   Financial Statements . The financial statements of Ariston previously delivered to Parent have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of Ariston as of and for the dates thereof and the results of operations and cash flows for the periods then ended.

2.9   Material Changes . Except for the proposed Financing, since the date of the latest financial statements furnished to Parent: (i) there has been no event, occurrence or development that has had an Ariston Material Adverse Effect, (ii) Ariston has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, and (B) liabilities not required to be reflected in Ariston’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Securities and Exchange Commission (the “SEC”), (iii) Ariston has not altered its method of accounting or the identity of its auditors, (iv) Ariston has not declared or made any dividend or distribution of cash or other property to its stockholders except in the ordinary course of business consistent with prior practice, or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock except consistent with prior practice or pursuant to existing Ariston stock option or similar plans, and (v) Ariston has not issued any equity shares to any officer, director or affiliate, except pursuant to existing Ariston stock option or similar plans.

2.10   Litigation . There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of Ariston, threatened against or affecting Ariston or its properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which: (i) adversely affects or challenges the legality, validity or enforceability of this Agreement or (ii) would, if there were an unfavorable decision, individually or in the aggregate, have or reasonably be expected to result in an Ariston Material Adverse Effect. Ariston is not nor has it ever been the subject of any Action involving a claim of violation of or liability under federal or state securities laws. There has not been, and to the knowledge of Ariston, there is not pending or contemplated, any investigation by the SEC involving Ariston.

2.11   Compliance . Ariston is not: (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by Ariston under), nor has Ariston received notice of a claim that it is in default under or that it is in violation of, any material indenture, loan or credit agreement or any other material agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), which default or violation would have or result in an Ariston Material Adverse Effect, (ii) in violation of any order of any court, arbitrator or governmental body, or (iii) or has not been in violation of any statute, rule or regulation of any governmental authority, except in each case as would not, individually or in the aggregate, have or result in an Ariston Material Adverse Effect.

2.12   Regulatory Permits . Ariston possesses or has applied for all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its business, except where the failure to possess such permits would not, individually or in the aggregate, have an Ariston Material Adverse Effect (“ Material Permits ”), and Ariston has not received any notice of proceedings relating to the revocation or modification of any Material Permit.

2.13   Lack of Publicity . None of Ariston or any person acting on its behalf have engaged or will engage in any form of general solicitation or general advertising as those terms are used in Regulation D under the Securities Act in the United States with respect to the Financing or the securities that will be exchanged for Ariston Preferred Stock in the Merger, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, regarding the Financing, nor did any such person sponsor any seminar or meeting to which potential investors were invited by, or any solicitation of a subscription by, a person not previously known to such investor in connection with investments in the Ariston Preferred Stock generally. None of Ariston, its subsidiaries or any person acting on its or their behalf have engaged or will engage in any form of directed selling efforts (as that term is used in Regulation S under the Securities Act) with respect to the Ariston Preferred Stock or the securities that will be exchanged for Ariston Preferred Stock in the Merger.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF PARENT AND SEWARD MERGER SUB

Each of Parent and Seward Merger Sub, jointly and severally, hereby represents and warrants to Ariston that:

3.1   Organization of Parent and Seward Merger Sub .

(a)   Each of Parent and Seward Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; has the corporate power and authority to own, lease and operate its assets and property and to carry on its business as now being conducted; and is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the failure to be so qualified would have a Parent Material Adverse Effect. As used in this Agreement, the term “Parent Material Adverse Effect” means a material adverse effect on the condition (financial or otherwise), business, assets or results of operations of Parent and Seward Merger Sub as a whole or on the ability of Parent to consummate the transactions contemplated by this Agreement; it being understood, however, that Parent's continuing incurrence of losses, as long as such losses are in the ordinary course of business shall not, alone, be deemed to be a Parent Material Adverse Effect.

(b)   Parent has no subsidiaries other than Seward Merger Sub.

(c)   Parent has delivered or made available to Ariston a true and correct copy of the Certificate of Incorporation and Bylaws of each of Parent and Seward Merger Sub, each as amended to date, and each such instrument is in full force and effect. Neither Parent nor Seward Merger Sub is in violation of any of the provisions of its Certificate of Incorporation or Bylaws or equivalent governing instruments.

3.2   Capital Structure . The authorized capital stock of Parent consists of 75,000,000 shares of Common Stock, $0.001 par value, of which there were 125,000 shares issued and outstanding as of the date hereof and 10,000,000 shares of Preferred Stock, $0.001 par value, of which there were no shares issued and outstanding as of the date hereof. The authorized capital stock of Seward Merger Sub consists of 100 shares of Common Stock, par value $0.0001 per share, of which there were 100 shares issued and outstanding as of the date hereof. All outstanding shares of Parent and Seward Merger Sub Common Stock are duly authorized, validly issued, fully paid and nonassessable, were issued in compliance with applicable securities laws and are not subject to preemptive rights created by statute, the Certificate of Incorporation or Bylaws of Parent and Seward Merger Sub or any agreement or document to which Parent or Seward Merger Sub is a party or by which it is bound. As of the date hereof, Parent did not have any options or warrants to purchase common stock outstanding.

3.3   Obligations With Respect to Capital Stock . There are no equity securities, partnership interests or similar ownership interests of any class of Parent or Seward Merger Sub, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. There are no equity securities, partnership interests or similar ownership interests of any class of Seward Merger Sub of Parent, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. There are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or Seward Merger Sub is a party or by which it is bound obligating Parent or Seward Merger Sub to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Parent or Seward Merger Sub or obligating Parent or Seward Merger Sub to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. There are no registration rights and there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of Parent or with respect to any equity security partnership interest or similar ownership interest of any class of Seward Merger Sub.

3.4   Authority .

(a)   Each of Parent and Seward Merger Sub has all requisite corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of each of Parent and Seward Merger Sub, subject only to the adoption of this Agreement by Parent's stockholders and the filing and recordation of the Certificate of Merger pursuant to the DGCL. This Agreement has been duly executed and delivered by each of Parent and Seward Merger Sub and, assuming the due authorization, execution and delivery by Ariston, constitutes the valid and binding obligation of each of Parent and Seward Merger Sub, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws and general principles of equity. The execution and delivery of this Agreement by each of Parent and Seward Merger Sub, do not, and the performance of this Agreement by each of Parent and Seward Merger Sub, will not (i) conflict with or violate the Certificate of Incorporation or Bylaws of Parent, or Seward Merger Sub, respectively (collectively, the “Parent Charter Documents”), (ii) subject to compliance with the requirements set forth in Section 3.4(b) below, conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or Seward Merger Sub, respectively, or by which its or any of their respective properties is bound or affected or (iii) result in any breach of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair any of, Parent's or Seward Merger Sub's rights or alter the rights or obligations of any third party under, or to Parent's knowledge, give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of Parent or Seward Merger Sub, respectively, pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which any of Parent or Seward Merger Sub is a party or by which Parent or Seward Merger Sub, or any of their respective properties are bound or affected.

(b)   No consent, approval, order or authorization of, or registration, declaration or filing with any U.S. or foreign federal, state, local, municipal or other governmental authority or agency, including any governmental division, department, commission or other body (“Governmental Entity”) is required by or with respect to any of Parent or Seward Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of Delaware, (ii) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws (including under Regulation D) and (iii) such other consents, authorizations, filings, approvals and registrations which, if not obtained or made, individually or in the aggregate, would not be reasonably likely to have a Parent Material Adverse Effect.

3.5   Parent SEC Filings; Parent Financial Statements .

(a)   The Parent has filed all forms, reports and documents required to be filed with the SEC. All such required forms, reports and documents (including the financial statements, exhibits and schedules thereto and those documents that the Parent may file subsequent to the date hereof) are collectively referred to herein as the “Parent SEC Reports” and Parent has provided or made available to Ariston copies thereof and of all correspondence to or from the SEC with respect to the Parent. As of their respective dates, the Parent SEC Reports (i) were prepared in accordance with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b)   Each of the financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the “Parent Financials”), including any Parent SEC Reports filed after the date hereof until the Closing, as of their respective dates, (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act) and (iii) fairly presented the financial position of the Parent at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The balance sheet of the Parent as of September 30, 2006 is hereinafter referred to as the “Parent Balance Sheet.” Except as disclosed in the Parent Financials, the Parent does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of the Parent, except liabilities (i) provided for in the Parent Balance Sheet, or (ii) incurred since the date of the Parent B