AGREEMENT OF SHARE EXCHANGE AND PLAN OF REORGANIZATION

EXHIBIT 2.1

AGREEMENT OF SHARE EXCHANGE AND PLAN OF REORGANIZATION

THIS AGREEMENT made and entered into as of the 5th day of September, 2009, by and between SunRidge International, Inc., a Nevada corporation formerly named TARI, Inc. (hereinafter called "SRI"), and Ophthalmic International, Inc., a Nevada corporation (hereinafter called "OI").

WITNESSETH THAT:

A.  SRI is a company whose common stock may be publicly traded.

B.  OI is a private company which manufactures and markets a patented medial device.

C.  Subject to the approval of the Board of Directors of SRI and OI, SRI and OI shall enter into an Agreement of Exchange (hereinafter called the "Exchange Agreement") in substantially the form attached hereto and made a part hereof as Exhibit A, which provides, among other things, for the issuance by SRI of 33,050,000 of its restricted common stock shares to all of the shareholders of OI in exchange for their OI common stock shares (the "Exchange").

D.  Following the Exchange under the Exchange Agreement, OI will be a wholly-owned subsidiary of SRI.

E.  It is intended that the transactions contemplated by this Agreement shall constitute an exchange conforming to the provisions of Section 368(a)(2) of the Internal Revenue Code of 1954.

NOW THEREFORE, in consideration of the mutual covenants and agreements and the benefits to be realized by each of the parties, the following transactions are hereby agreed to, subject to the conditions hereinafter stated:

1.     The Exchange

(a)   In accordance with the Exchange Agreement, on the Closing Date hereinafter referred to, and in exchange for all of the then issued and outstanding shares of capital stock of OI (the "OI Capital Stock"), SRI shall issue the number of fully paid and nonassessable shares of voting SRI common stock, $.001 par value per share (hereinafter called "SRI Common Stock") in order to permit the Exchange to be effected in accordance with the terms of the Exchange Agreement, on the basis of Three Hundred Thirty and One-Half (330.5) shares of SRI Common Stock for each One (1.0) share of OI Capital Stock, subject to rounding to a whole share as provided in the Exchange Agreement.

(b)   SRI shall issue and deliver as and when required by the Exchange Agreement, certificates representing the shares of SRI Common Stock for which the shares of OI Capital Stock outstanding immediately prior to the effective time of the Exchange shall have been exchanged as provided in the Exchange Agreement.

(c)   OI shall submit this Agreement and the Exchange Agreement to its shareholders for majority consent, in accordance with Nevada law.  OI shall use its best efforts to receive such consents on or before August 24, 2009, or as soon thereafter as practical.

(d)   SRI is not required under Nevada corporate law to submit this Agreement and the Exchange Agreement to its shareholders for approval.

(e)   Following the approval of the Exchange by the stockholders of OI, and upon execution of the Exchange Agreement by the officers of SRI and OI, a certificate of Exchange containing the information required by Nevada corporate law shall be filed with the Nevada Secretary of State.

2.     Closing

(a)   The closing of all the transactions contemplated hereby (herein called the "Closing" or the "Closing Date") shall take place at the offices of OI in Fountain Hills, Arizona at 9:00 a.m. on a date within five (5) business days after all of the conditions described in paragraphs 13 and 14 hereof have been satisfied or, to the extent permitted in paragraph 15 hereof, their satisfaction has been waived.  SRI and OI will use their best efforts to obtain the approvals specified in paragraph 7 hereof and any other of the consents, waivers or approvals necessary or desirable to accomplish the transactions contemplated by this Agreement and the Exchange Agreement.  All documents required to be delivered by each of the parties hereto shall be duly delivered to the respective recipient thereof at or prior to the Closing.  In no event shall the Closing Date be later than August 31, 2009, and if it is delayed beyond said date the either party shall have the right to terminate this Agreement upon notice to that effect.

(b)   At the Closing, SRI and OI shall jointly direct that the Certificate of Exchange be duly filed, and it shall in accordance with such direction be filed, in Nevada so that the Exchange shall be effective as soon after the Closing Date as possible.

3.     Investigation by the Parties

SRI and OI each may, prior to the Closing Date, make or cause to be made such investigation of the properties of the other and its subsidiaries and of its financial and legal condition as the party making such investigation deems necessary or advisable to familiarize itself with such properties and other matters, provided, that such investigation shall not interfere with normal operations.  SRI and OI each agrees to permit the other and its authorized agents or representatives to have, after the date of execution hereof, full access to its premises and to all of its books and records at reasonable hours, and its subsidiaries and officers will furnish the party making such investigation with such financial and operating data and other information with respect to the business and properties of it and its subsidiaries as the party making such investigation shall from time to time reasonably request.  Each party further agrees that in the event that the transactions contemplated by this Agreement shall not be consummated, it and its officers, employees, accountants, attorneys, engineers and other representatives will not disclose or make available to any other person or use for any purpose unrelated to the consummation of this Agreement any information, whether written or oral, with respect to the other party and its subsidiaries or their business which it obtained pursuant to this Agreement.  Such information shall remain the property of the party providing it and shall not be reproduced or copies without the consent of such party.  In the event that the transactions contemplated by this Agreement shall not be consummated, all such written information shall be returned to the party providing it.

4.     Shareholders Of OI

Prior to the Closing Date, OI agrees to obtain from each of its shareholders an agreement to the effect that: (a) such shareholder is acquiring the SRI Common Stock to be received by him hereunder for his own account, not with a view toward distribution and through to a private placement by SRI pursuant to Rule 506 of the Securities and Exchange Commission (the "SEC"); and (b) such shareholder will not sell any portion of his SRI Common Stock for an indefinite period of time after the Closing Date.

5.     State Securities Laws

SRI and OI will each take such steps as may be necessary on their respective parts to comply with any state securities or so-called Blue Sky laws applicable to the action to be taken by them in connection with the Exchange and the delivery by SRI to OI shareholders of the SRI Common Stock pursuant to this Agreement and the Exchange Agreement.

6.     Business Pending the Closing

(a)   From the date of this Agreement to and including the Closing Date, except as may be first approved by OI or as is otherwise permitted or contemplated by this Agreement: (i) SRI shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness for money borrowed maturing in more than one year; (ii) no change shall be made in the authorized capitalization of SRI except as contemplated by this Agreement; (iii) no shares of capital stock of SRI shall be authorized for issuance or issued and no agreement or commitment for the issuance hereof shall be entered into; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to SRI's Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in SRI's present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel; (vii) no contract or commitment shall be entered into by or on behalf of SRI and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) SRI will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between SRI and its suppliers, customers, regulatory agencies, and other having business relations with it; (ix) SRI shall make no amendments or contributions to any profit sharing plan; and (x) the Board of Directors of SRI will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock;

(b)   From the date of this Agreement to and including the Closing Date, except as may be first approved by SRI or as is otherwise permitted or contemplated by this Agreement: (i) OI (which term shall, where applicable in this paragraph 6, also refer to the subsidiaries of OI specified in paragraph 11 hereof) shall conduct its business only in the usual and ordinary course without the creation of any additional indebtedness exceeding $10,000 for money borrowed maturing in more than one year, except for the lease of capital equipment pursuant to leasing company commitments outstanding prior to the date of this Agreement; (ii) no change shall be made in the authorized capitalization of OI, except as contemplated by this Agreement; (iii) no shares of capital stock of OI shall be authorized for issuance or issued and no agreement or commitment for the issuance thereof shall be entered into; (iv) no rights or elections shall be created or granted to purchase stock under any employee stock bonus, thrift or purchase plan or otherwise; (v) no amendment shall be made to OI's Articles of Incorporation or Bylaws, except as contemplated by this Agreement; (vi) no modification shall be made in OI's present employee benefit programs or in its present policies in regard to the payment of salaries or compensation to its personnel and no increase shall be made in the compensation of its personnel, provided that nothing herein shall preclude, (1) the continuation of OI's present practice of periodically reviewing the salaries of its personnel and granting normal increase in such salaries or compensation to such personnel, or (2) the hiring of new personnel at a salary or compensation deemed reasonable in the ordinary course of business; (vii) no contract or commitment shall be entered into by or on behalf of OI and no sale or purchase of assets shall be made except in the ordinary course of business; (viii) OI will use all reasonable and proper efforts to preserve its business organization intact, to keep available the services of its present employees and to maintain satisfactory relationships between OI and its suppliers, customers, regulatory agencies, and others having business relations with it; (ix) OI shall make no amendments or contributions to its profit sharing plan; and (x) the Board of Directors of OI will not declare any dividends on, or otherwise make any distribution in respect of, its outstanding shares of capital stock.

7.     Efforts to Obtain Approvals and Consents

In addition to SRI and OI obtaining the requisite shareholder approval as described in paragraph 1 hereof, SRI and OI will use all reasonable and proper efforts to obtain, where required, the approval and consent: (i) of any governmental authorities having jurisdiction over the transactions contemplated in this Agreement; and (ii) of such other persons whose consent is required to the transactions contemplated by this Agreement.

8.     Cooperation Between Parties

SRI and OI shall fully cooperate with each other and with their respective counsel and accountants in connection with any steps required to be taken as part of their obligations under this Agreement, including the preparation of financial statements and the supplying of information.

9.     No Tax Ruling

SRI and OI agree that they will not attempt to obtain ruling from the United States Internal Revenue Service to the effect that for Federal income tax purposes no gain or loss will be recognized to the holders of OI Capital Stock upon the receipt of SRI Common Stock in exchange for their OI shares in accordance with the provisions of this Agreement and the Exchange Agreement.

10.     Representations of SRI

SRI represents, warrants and agrees that:

(a)   SRI is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and it is duly qualified to do business and in good standing in every jurisdiction in which the nature of its business of the character of its properties makes such qualification necessary.  SRI has the corporate power and any necessary governmental authority to own or lease their respective properties now owned and to carry on their respective business as now being conducted.

(b)   As of March 31, 2009 the capitalization of SRI is as set forth in the financial statements filed with the SEC. The outstanding capital stock of SRI has been duly authorized and issued and is fully paid and nonassessable.  SRI has no commitment to issue nor will it issue any shares of its capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to acquire from SRI, any shares of its capital stock, except for those shares issued in conformity with paragraph 6(a)(iii) above.

(c)   The shares of SRI Common Stock which are to be issued and delivered to the OI shareholders pursuant to the terms of this Agreement and the Exchange Agreement, when so issued and delivered, will be validly authorized and issued and will be fully paid and non-assessable.  No stockholder of SRI, or other person, will have any preemptive rights in respect to the SRI Common stock.

(d)   All of the March 31, 2009 financial statements filed with the SEC present fairly the financial condition of SRI, at the periods indicated therein, and the results of its operations and changes in financial position for the year and periods then ended in conformity with generally accepted accounting principles applied on a consistent basis. SRI has no material liabilities or commitments other than as listed or noted on the aforesaid financial statements, or as incurred in the ordinary course of business. Since March 31, 2009 to the date of this Agreement, there has been no material adverse change in the assets or liabilities or in the business or condition, financial or otherwise, of SRI, except in the ordinary course of business or as contemplated by this Agreement. Nor has SRI, except in the ordinary course of business or as contemplated by this Agreement, incurred any indebtedness for money borrowed.  All tax returns and reports of SRI required by law to be filed have been duly filed and all taxes, assessments and other governmental charges now due (other than any still payable without penalty) upon SRI or upon any of its properties or assets.  All amounts which have been reflected as liabilities on the books of SRI in respect of taxes are considered adequate and SRI does not know of any actual or proposed additional assessments in respect of taxes, against it.

(e)   Except for changes resulting from the ordinary course of its business, SRI, will on the Closing Date own, the full right, title and interest in and to all its property and assets (excluding property leased from others) in each case free and clear of all mortgages, liens, restrictions, charges and other encumbrances and defects of title (other than easements, rights of way, reservations and other conditions of title, encumbrances and defects of title which are not individually or in the aggregate materially adverse to the business of SRI).

(f)   Subsequent to March 31, 2009, SRI has not declared or paid any dividend on its outstanding shares of common stock or declared or made any distribution on, or directly or indirectly redeemed, purchased or otherwise acquired any of its outstanding stock or authorized the creation or issuance of, or issued any additional shares of stock, or agreed to take any such action, except as expressly provided for in Paragraph 6(a)iii above this Agreement.  SRI will not take any such action during the period between the date hereof and the Closing Date, except as expressly provided for in paragraph 14 below.

(g)   SRI is not engaged in or a party to, or to the knowledge of SRI threatened with, any material legal action or other proceeding before any court or administrative agency, except as set forth and described in a memorandum prepared by SRI and previously furnished to OI.  SRI, to the knowledge of SRI, has not been charged with, and is not under investigation with regard to, any charge concerning any presently pending material violation of any provision of Federal, State or other applicable law or administrative regulations in respect of its business except as set forth in said memorandum.

(h)   There has not been, since March 31, 2009, and will not be prior to the Closing Date, a purchase or sale or any other acquisition, transfer or distribution of any assets or properties on the part of SRI except in the ordinary course of business.

(i)   SRI has adequate franchises, permits or operating rights without unusual restrictions to allow it to conduct the business in which it is presently engaged except in certain instances where in the reasonably exercised judgment of SRI the lack of a current franchise, permit or operating right has no adverse effect on the conduct of such business.

(j)   Except in each case as set forth in a memorandum prepared by SRI and previously furnished to OI, as of the date of this Agreement SRI is not a holder of or a party to any: (i) written or oral contract for employment of any officer or other person, (ii) contract with any labor union, (iii) bonus, pension, profit sharing, retirement, stock purchase, stock option, insurance, or similar plan or practice in effect with respect to its employees or other person, (iv) indenture of mortgage, debenture, indenture, loan or borrowing agreement, (v) bonding arrangement, including performance bond, (vi) continuing contract for future purchase, sale, lease or distribution of materials, services, supplied, products, or equipment involving annual payments in excess of $10,000, (vi) lease or other commitment for the rental of office space, storage or other facilities, (viii) contract or lease agreement for the acquisition or lease of motor vehicles, (ix) patent, patent application, patent right, patentable inventions, trademark, trademark registration and applications therefor, trade name, copyright, copyright registration and application therefor, patent license granted to or by SRI and in force or contracts with employees or others relating in whole or in part to disclosure, assignment or patenting of any inventions, discoveries improvements, shop rights, processes, formulae or other know-how, presently owned or held, in whole or in part, by SRI, (x) insurance policy covering its properties, buildings, machinery, equipment, furniture, fixtures or operations, or the life of any person, (xi) agreement between a present employee of SRI and persons, firms or corporations other than SRI relating in whole or in part to disclosure, assignment or patenting of inventions, discoveries, improvements, shop rights, processes, formulae or other know-how, including without limitation thereto, to the best knowledge of SRI, agreements entered into by such employees prior to the time they became employees of SRI, or (xii) material contract or commitment not made in the ordinary course of business.

(k)   The execution and carrying out of this Agreement and compliance with the terms and provisions hereof by SRI will not conflict with or result in any material breach of any of the terms, conditions, or provision of, or constitute a default under, or result in the creation of, any lien, charge or encumbrance upon any of the property or assets of SRI or any of its subsidiaries pursuant to any corporate charter, bylaw, indenture, mortgage, agreement (other than that which is created by virtue of this Agre