ASSET PURCHASE AND SALE AGREEMENT

ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is
made and entered into this 11th day of September 2007, by and between
LENOX CORP, LTD, a Georgia corporation ("Purchaser") and CAL-BAY
INTERNATIONAL, INC, a Nevada corporation ("Seller").

RECITALS

A. Seller is in the business of developing, marketing, managing, selling
and distributing Real Estate (the "Business"). Seller desires to sell to
Purchaser all of Seller's assets used in or relating to the Business.

B. All of the assets Seller uses in or which relate to the Business
consist of the following, which shall hereinafter collectively be designated the
"Assets":

(i) Accounts Receivable. all accounts receivable of Seller as of
September 11, 2007, identified in and that will be the subject of the Bill
of Sale.

(ii) Inventory. the items of inventory identified in and that will be
the subject of the Bill of Sale.

(iii) Tangible Personal Property. the items of tangible personal
property in and that will be the subject of the Bill of Sale.

(iv) Customer Lists, Etc. all of Seller's customer lists and
addresses of Seller's past, present and potential customers which will be
the subject of the Bill of Sale.

(v) Contracts. certain rights, services and contractual obligations
under the contracts which were used by the Business and which Seller has
entered into identified in and that will be the subject of the Contracts
Assignment and Assumption Agreement.

(vi) Trademarks. all right, title and interest of Seller in and to
the trademarks, service marks, trade names, logos, and product names
and the goodwill of the business associated therewith (the "Trademarks") as
identified in and that will be subject of the Trademarks Assignment
Agreement.

(vii) Copyrights. all right, title and interest of Seller in and
to the copyrights, copyright applications, and copyright registrations (the
"Copyrights") identified in and what will be subject of the Copyright
Assignment Agreement.

(viii) Patents. all right, title and interest of Seller in and to
the patents and patent applications (the "Patents") identified in and that
will be subject of the Patent Assignment Agreement.

(ix) Intellectual Property. any other intellectual property used
in or relating to the Business (other than the Trademarks, Copyrights and
Patents) of Seller including, without limitation, all trade secrets,
proprietary technology, and confidential information, (the "Intellectual
Property") identified in and that will be subject of the Intellectual Property
Assignment Agreement and Numbers, Permits and Licenses. Seller's
telephone and fax numbers, permits and business licenses.

C. Purchaser desires to purchase the Assets from Seller and Seller
desires to sell the Assets to Purchaser, all as provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

SECTION 1 -- TERMS OF PURCHASE

1.1 Purchase of Assets. In reliance on the representations and warranties
contained herein and in consideration of the purchase price as set forth in
section 1.3 hereof and subject to all other terms and conditions hereof, at the
Closing (as defined in section 2.1), and effective as of the Effective Date (as
defined in Section 2.1), Purchaser shall purchase and accept, and Seller shall
sell, assign, transfer, convey and deliver to Purchaser, all of Seller's rights,
titles and interests in and to all the Assets (defined in Recital Paragraph B,
above).

1.2 No Assumption of Obligations, Liabilities and Indebtedness.

(a) Except for those obligations assumed pursuant to the Contracts
Assignment and Assumption Agreement, Purchaser shall not assume or in any
way become liable for any obligations or liabilities of or relating to the Assets
or Seller.

(b) Except as expressly set forth in Section 1.2(a) hereof,
Purchaser does not by this Agreement, or otherwise, assume, become liable
for or agree to pay any obligation, liability or indebtedness of Seller which
may now exist or which may arise in the future, whether associated with the
Assets, the Business, Seller or otherwise.

(c) Any obligations, liabilities or indebtedness of Seller including,
but not limited to, contingent liabilities, such as, but not limited to,
liabilities relating to patent, trademark, copyright or other business
infringement, environmental or hazardous waste liability, tort liability,
employment discrimination, errors and omissions liability, employee payroll
and employee benefits liability, liability under employment agreements or
pertaining to covenants not to compete, obligations arising out of or relating
to pension plans and other retirement plans, and federal, state or local taxes,
shall remain the sole and separate responsibility of Seller, and Seller hereby
agrees to indemnify, defend and hold Purchaser harmless from and against
any and all such obligations, liabilities or indebtedness.

(d) Seller shall not assume or in any way become liable for any
obligations or liabilities of Purchaser relating to the Assets, the Business or
Purchaser that arise from the business and operations of Purchaser and that
occur in whole from and after the Closing.

1.3 Purchase Price and Allocation of Purchase Price. Subject to upward
adjustment as provided in this Section 1.3, the purchase price for the Assets
(the "Purchase Price") shall be Ten Dollars and no/100 Dollars ($10.00) and
the Purchase Price shall be allocated to the Assets.

1.4 Payment of Purchase Price. The Purchase Price shall be paid by
Purchaser by:

(a) delivering to the Seller a made by the Purchaser to the order of
the Seller in the original principal amount of $10.00.

(b) assuming liabilities in the amount of $36,174 as identified
in the Contracts Assignment and Assumption Agreement.

1.5 Taxes. The Purchase Price shall be exclusive of any sales or
similar taxes that may be imposed. Seller shall be solely responsible for any
sales or similar taxes that may be imposed on the purchase and sale of the
Assets contemplated by this Agreement.

1.6 Documentation of Sale of Accounts Receivable, Inventory and
Tangible Personal Property. At the Closing Seller shall execute and deliver to
Purchaser the Bill of Sale, to evidence and effect the transfer of the accounts
receivable, inventory and other tangible personal property.

1.7 Documentation of Assignment and Assumption of Contracts. At
the Closing Seller and Purchaser shall execute and deliver to the other the
Contracts Assignment and Assumption Agreement to evidence and effect the
assignment and assumption of said contracts.

1.8 Documentation of Assignment of Trademarks. At the Closing
Seller and Purchaser shall execute and deliver to the other the Trademarks
Assignment Agreement evidence and effect the assignment of the
Trademarks.

1.9 Documentation of Assignment of Copyrights. At the Closing Seller
and Purchaser shall execute and deliver to the other the Copyright
Assignment Agreement to evidence and effect the assignment of the
Copyrights.

1.10 Documentation of Assignment of Patents. At the Closing Seller
and Purchaser shall execute and deliver to the other the Patent Assignment
Agreement to evidence and effect the assignment of the Patents.

1.11 Documentation of Assignment of Intellectual Property. At the
Closing Seller and Purchaser shall execute and deliver to the other the
Intellectual Property Assignment Agreement evidence and effect the
assignment of the Intellectual Property. Seller agrees to execute any and all
such further or other documents that Purchaser prepares which are
reasonably necessary to further evidence or effect the purpose and intention
of this Agreement.

1.12 Documentation of Assignment of Numbers, Permits and Licenses.
At the Closing Seller shall assign and transfer to Purchaser the telephone and
fax numbers, permits and business licenses.

1.13 Bulk Transfer Compliance. Purchaser hereby waives compliance
by Seller with the provisions of the Utah or other applicable "bulk transfer"
statutes. Seller hereby indemnifies and agrees to defend and hold Purchaser
harmless from and against any liability or obligation to creditors of Seller or
to others that may result from failure to comply with the Utah or other
applicable "bulk transfer" laws in connection with the purchase and sale of the
Assets.

SECTION 2 - THE CLOSING

2.1 Closing. The closing of the transaction contemplated by this
Agreement (the "Closing") shall be held at the office of Seller in Orem, Utah,
at 11:00 a.m. local time, on September 11, 2007, or at such other time or
place as the parties may hereafter agree in writing. That date, or if the
Closing is advanced or postponed under this Section 2.1, then
notwithstanding the date to which it is advanced or postponed, the effective
date of the Closing shall be 12:01 a.m. on September 11, 2007, and is in this
Agreement designated the "Effective Date."

2.2 Events at the Closing. The following events shall occur at the
Closing, each of which shall be a condition precedent to each of the others
and all of which shall be deemed to have occurred concurrently:


Seller's Deliverables

(a) Seller shall deliver possession of its business premises to
purchaser and in connection therewith, shall provide Purchaser with keys to
the Leasehold Premises, all as shall be allowed and agreed by Seller's
Landlord;

(b) Seller shall execute and deliver to Purchaser the Bill of Sale.
(c) Seller shall execute and deliver to Purchaser the Contracts
Assignment and Assumption Agreement

(d) Seller shall execute and deliver to Purchaser the Trademarks
Assignment Agreement.

(e) Seller shall execute and deliver to Purchaser the Copyrights
Assignment Agreement.

(f) Seller shall execute and deliver to Purchaser the Patent
Assignment Agreement.

(g) Seller shall execute and deliver to Purchaser the Intellectual
Property Assignment Agreement.

(h) Seller shall execute and deliver to Purchaser an assignment
and transfer of the telephone and fax numbers, permits and business
licenses.

(i) Seller shall execute and deliver to Purchaser such other
documents as may be reasonably required by Purchaser to evidence Seller's
compliance with any covenant and condition herein set forth or to complete
the transactions herein contemplated;

PURCHASER'S DELIVERABLES

(j) Purchaser shall execute and deliver to Seller the Promissory
Note.

(k) Purchaser shall execute and deliver to Seller the Security
Agreement.

(l) Purchaser shall execute and deliver to Seller a copy of the
Contracts Assignment and Assumption Agreement.

(m) Purchaser shall execute and deliver to Seller a copy of the
Trademarks Assignment Agreement.

(n) Purchaser shall execute and deliver to Seller a copy of the
Copyrights Assignment Agreement.

(o) Purchaser shall execute and deliver to Seller the Patent
Assignment Agreement.

(p) Purchaser shall execute and deliver to Seller the Intellectual
Property Assignment Agreement.

(q) Purchaser shall execute and deliver to Seller an acceptance of
the assignment and transfer of the telephone and fax numbers, permits and
business licenses.

(r) Purchaser shall execute and deliver to Seller such other
documents as may be reasonably required by Seller to evidence Purchaser's
compliance with any covenant and condition herein set forth or to complete
the transactions herein contemplated.

SECTION 3 - REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Seller. Except as set forth in the
Schedule of Seller's Exceptions, Seller represents and warrants to Purchaser
as follows:

(a) Sale of All Assets. By this Agreement and the instruments
contemplated hereby, Seller is transferring to Purchaser all of the assets of
Seller that are used in the Business.

(b) Title to Assets; Liens. Seller has good and marketable title to
the Assets and none of the Assets are subject to any mortgage, pledge, lien,
security interest, lease, charge, claim or encumbrance. Neither the Seller nor
any of Seller's affiliates use any asset, other than the Assets, in the Business.

(c) Litigation. There is no material suit, action, litigation or other
proceeding or governmental or administrative investigation or inquiry pending
or threatened against Seller, the Business, and/or the Assets, which, if
decided adversely to the interests of Seller, would prevent or prohibit Seller
from transferring the Assets, free and clear from any security interests, liens,
charges, claims or other encumbrances of any nature whatsoever or from
otherwise complying in full with the provisions of this Agreement.

(d) Authorization. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Utah. Seller has
all the requisite corporate and legal