ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this " Agreement ") is made and entered into as of February 5, 2007, by and between Owen Consulting, Inc., a Nevada Corporation (" Seller "), and Futomic Industries, Inc., a New Jersey corporation (" Buyer ").

RECITALS

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, certain assets, pursuant to the terms and subject to the conditions set forth herein.

NOW THEREFORE, Seller and Buyer agree as follows:

ARTICLE I.

DEFINITIONS

              " Acquired Assets " shall mean the assets of the Seller set forth on Schedule A hereto.

           " Action " shall mean any action, claim, suit, arbitration, inquiry, subpoena, discovery request, proceeding or investigation, or threat thereof, by or before any court or grand jury, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal.

           " Affiliate " shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person and any member, general partner, director, officer or employee of such Person. For purposes of this definition of Affiliate, "control" shall mean the power of one or more Persons to direct the affairs of the Person controlled by reason of ownership of voting stock, contract or otherwise.

           " Damages " shall mean any and all costs, losses, damages, liabilities, demands, claims, suits, actions, judgments, causes of action, assessments or expenses, including interest, penalties, fines and attorneys' fees incident thereto, incurred in connection with any claim for indemnification arising out of this Agreement, and any and all amounts paid in settlement of any such claim.

           " Intellectual Property " shall mean all copyrights, copyright registrations, proprietary processes, trade secrets, license rights, specifications, technical manuals and data, drawings, inventions, designs, patents, patent applications, mask works, tradenames, trademarks, service marks, product information and data, know-how and development work-in-progress, customer lists, software, business correspondence and marketing plans and other intellectual or

          " Knowledge " shall mean an individual shall be deemed to have "Knowledge" of a particular fact or other matter if such individual is actually aware of such fact or other matter or if a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a diligent and comprehensive investigation concerning the truth or existence of such fact or other matter. Seller shall be deemed to have "Knowledge" of a particular fact or other matter if any officer or other representative of Seller has Knowledge of such fact or other matter.

       " Person " shall mean any person or entity, whether an individual, trustee, corporation, general partnership, limited partnership, trust, unincorporated organization, limited liability company, business association, firm, joint venture, or governmental agency or authority.

         " Taxes " shall mean all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, (i) imposed by any federal, territorial, state, local or foreign government or any agency or political subdivision of any such government, for which Buyer could become liable as successor to or transferee of the Acquired Assets or which could become a charge against or lien on the Acquired Assets, which taxes shall include, without limiting the generality of the foregoing, all sales and use taxes, ad valorem taxes, excise taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, real property gains taxes, transfer taxes, payroll and employee withholding taxes, unemployment insurance contributions, social security taxes and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which are required to be paid, withheld or collected, or (ii) any liability for amounts referred to in (i) as a result of any obligations to indemnify another person.

ARTICLE II.

PURCHASE AND SALE OF ACQUIRED ASSETS

2.1       Transfer of Acquired Assets . Pursuant to the terms and subject to the   conditions of this Agreement, in exchange for the consideration set forth in   Section 2.2 below, at the Closing, Seller shall sell, assign and deliver to Buyer, and Buyer shall   purchase from Seller, the Acquired Assets.

2.2         Purchase Price/ Payment Procedure . As consideration for the Acquired Assets, Buyer shall tender Seller an amount equal to SIX HUNDRED THIRTY SIX THOUSAND ONE HUNDRED TWENTY (636,120) shares of common stock of Buyer (the “ Purchase Price ”), payable as follows:

                 (a)   At the Closing, Buyer shall deliver, or cause to be delivered, to Seller a stock certificate representing the Purchase Price.

2.3         Assets Excluded; Liabilities Not Assumed . Seller shall not sell nor Buyer purchase any assets other than the Acquired Assets and Buyer shall not, and shall not be required to, assume or be obligated to pay, discharge or perform, any debts, liabilities, adverse claims or obligations of any kind or nature whatsoever of Seller, whether in connection with the Acquired Assets or otherwise and whether arising before or after the consummation of the transactions contemplated herein, or bear any cost or charge with respect thereto.

ARTICLE III.

CLOSING

3.1       Closing . The closing of the transactions contemplated herein (the " Closing ") shall occur on February 5, 2007, or at such other time and place as the parties may agree (the " Closing Date "), provided that all of the Closing conditions set forth in Section 3.3 hereof shall have occurred.

3.2         Deliveries . Together with an executed counterpart of this Agreement, the following items shall be delivered by the parties at the Closing:

(a)   By Buyer . Buyer shall deliver a certificate representing the Purchase Price described in Section 2.2(a).

(b)   By Seller . Seller shall deliver to Buyer:

(i)   one or more Bills of Sale, in form and substance satisfactory to Buyer and sufficient to convey the Acquired Assets to Buyer;

(ii)   and such other documents and instruments as are reasonably necessary to consummate the transactions contemplated hereby.

3.3         Conditions to Closing . Buyer and Seller shall not be obligated to consummate the Closing and the transactions contemplated hereby and may terminate this Agreement without incurring any liability unless (a) Buyer has delivered the items specified in Section 3.2(a) and Seller has delivered the items specified in Section 3.2(b).

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that:

4.1         Organization . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted. Seller is duly qualified or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, affect the Acquired Assets in a materially adverse manner.

4.2         Authorization . Seller has all necessary power and authority and has taken all action necessary to enter into this Agreement, to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Seller and is a valid and binding obligation of Seller, enforceable against it in accordance with its respective terms subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally and limitations imposed by equitable principles, whether considered in a proceeding at law or in equity, and the discretion of the court before which any proceeding therefor may be brought.

4.3         Brokers . All negotiations relating to this Agreement and the transactions contemplated hereby have been conducted without the intervention of any person or entity acting on behalf of Seller in such a manner as to give rise to any valid claim against Buyer for any broker's or finder's commission, fee or similar compensation and Seller shall indemnify Buyer and hold it harmless from any liability or expense arising from any claim for brokerage commissions, finder's fees or other similar compensation based on any agreement, arrangement or understanding made by or on behalf of Seller.

4.4         Litigation, Proceedings and Applicable Law . There are no Actions, suits, investigations or proceedings, at law or in equity or before or by any governmental authority or instrumentality or before any arbitrator of any kind, pending or, to Seller's Knowledge, threatened (a) against Seller which, if determined adversely against Seller, would have a material adverse effect on Seller's or Buyer's ability to use the Property in the manner in which it is now being used by Seller, or (b) seeking to delay or enjoin the consummation of the transactions contemplated hereby. To the Knowledge of Seller, there are no outstanding orders, decrees or stipulations issued by any federal, state, local or foreign, judicial or administrative authority in any proceeding to which Seller is or was a party relating to the Acquired Assets.

4.5         No Conflict Or Violation . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or thereby will result in (a) a

     4.6         Property .

(a)   Seller owns all rights to the Acquired Assets without any conflict or infringement of the property rights of others.

(b)   Seller is not in violation in any material respect of any license, sublicense or agreement described in Schedule A. As a result of the execution and delivery of this Agreement or the performance of Seller's obligations hereunder, neither Seller nor Buyer shall be in violation in any material respect of any license, sublicense or agreement described in such schedule.

(c)   Seller is the sole owner of all necessary right, title and interest in and to (free and clear of any liens, encumbrances or security interests) all non-public domain Intellectual Property necessary to fully exploit the Acquired Assets and has full rights to the use, sale, license or disposal thereof. Except as expressly set forth in Schedule A, no other Person has any rights with respect to any of the Acquired Assets, nor is any consent or approval of any third party needed to fully utilize and exploit the Acquired Assets as presently configured.

(d)   No claims with respect to the Acquired Assets have been asserted to Seller, or, to Seller's Knowledge, are threatened by any person, and Seller knows of no claims (i) to the effect that Seller infringes any copyright, patent, trade secret, or other intellectual property right of any third party or violates any license or agreement with any third party, (ii) contesting the right of Seller to use, sell, license or dispose of any of the Acquired Assets, or (iii) challenging the ownership, validity or effectiveness of any of the Acquired Assets.

(e)   To the knowledge of Seller, and except as expressly set forth in Schedule A, there has not been and there is not now any unauthorized use, infringement or misappropriation of any of the Acquired Assets by any third party. Seller has not been sued or, to Seller's Knowledge, charged as a defendant in any claim, suit, action or proceeding that involves the Acquired Assets. Seller does not have any liability insofar as the Acquired Assets are concerned.

(f)   The Acquired Assets are not subject to any outstanding o