CONTRIBUTION AGREEMENT

WHEREAS, Juma, the Company, the Principal Stockholders, the Members and the Investors have determined that a business combination between Juma and the Company, to be effected by a contribution described in Section 1.1 below (the “Exchange”) by the Members of all of their respective membership interests (the “Interests”) in Juma, and by the Investors of property, to the Company in exchange for shares of common stock in the Company (as further described in Section 1.1 below, the “Shares”), upon the terms and subject to the conditions set forth herein, is advisable and in the best interests of their respective companies, members and stockholders, and the Investors and presents an opportunity for the companies to achieve long-term strategic and financial benefits;

WHEREAS, the Company (i) has determined that the Exchange is fair to, and in the best interests of, the Company and its shareholders and (ii) has approved and declared the advisability of entering into this Agreement;

WHEREAS, the Members collectively own 100% of the membership interests in Juma and have consented in writing to the approval and adoption of this Agreement and the Exchange.

WHEREAS, the Investors, have consented in the approval and adoption of this Agreement and the Exchange.

WHEREAS, at Closing (as defined herein) the Shares issuable at the Effective Time (as defined herein) of the exchange with Juma to the Members and the Investors will represent 33,250,731 shares of the common stock equal to more than 80% ownership of the outstanding common stock of the Company, on a fully diluted basis, and at the Effective Time, the Members will transfer 100% of their Interests to the Company and the Investors will transfer property described in Schedule 1.3 (the “Property”) to the Company.

WHEREAS, the parties hereto intend that the Exchange qualify for income tax purposes as a tax-free exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as amended (the “Code). 

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 

Section 1.1 Exchange.

(a) Exchange Consideration. At the effective time of the Closing (the “Effective Time”), automatically and without any action on the part of any party, or other person:

(i) Outstanding Company Membership Interests. Subject to the terms and conditions set forth in this Agreement, all Interests that are outstanding and owned by the Members, and the Property owned by the Investors, immediately prior to the date hereof shall be exchanged for and converted into the Company’s Shares as set forth on Schedule 2.1 hereto (hereinafter, the “Exchange Consideration”).

(ii) Rights as Members. At the Effective Time, the Members shall have no rights as Members of Juma or otherwise with respect to their ownership therein other than the right to receive their allocated share of the Exchange Consideration provided for in this Article 1.

(iii)  Exchange. The Interests held by the Members, and the Property owned by the Investors, shall be delivered to the Company, and such Interests and Property shall be transferred and assigned to the Company. Promptly following the Effective Time, the Company shall issue the Shares to the Members and to the Investors.

(b)  Exemption from Registration. The Parties intend that the Shares to be issued by the Company to the Members and the Investors shall be exempt from the registration requirements of the Securities Act pursuant to Regulation D of the Securities Act and the rules and regulations promulgated thereunder.

(c) Form 15(c)(2)(11). X and O Cosmetics, Inc., is a company with no operations and substantially no assets or liabilities as set forth in Financial Statements filed with the Securities and Exchange Commission. Following the Exchange, the Company, intends to file a Form 15(c)(2)(11) with the NASD to enable its Common Stock to be quoted on the NASDQ Over-the-Counter Bulletin Board (the”OTC”).

Section 1.2 Exchange Procedures.

(a) At or prior to the Closing, the Members shall transfer all right, title and interest in and to their Interests, which will be contributed to the Company in exchange for the number of Shares set forth on Schedule 2.1(a).

(b)  At or prior to Closing, the Investors will transfer all right, title and interest in and to the Property for the number of Shares set forth on Schedule 2.1(b). 

(c) Full Satisfaction of Rights. All Shares for which the Interests and Property shall have been exchanged pursuant to this Article 1 shall be deemed to have been issued in full satisfaction of all rights pertaining to the Interests and Property.

(d) Exchange of Certificates. All records evidencing ownership of Interests converted into Shares pursuant to this Article 1 shall be furnished to the Company.

Section 1.3  Membership Approval. The Members are the holders of 100% of the membership interests of Juma and will at or before Closing approve this Agreement.

Section 1.4 Closing. The closing of the Exchange and the other transactions contemplated by this Agreement (the “Closing”) shall take place on or before November 10, 2006, which shall be the date of satisfaction (or waiver in accordance with this Agreement) of all of the conditions set forth herein.

Section 1.5 Further Actions. If, at any time after the Effective Time, the Company considers or is advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm (of record or otherwise) in the Company its right, title or interest in, to or under any of the rights, properties, or assets of Juma, or otherwise to carry out the intent and purposes of this Agreement, the officers and directors of the Company will be authorized to execute and deliver, in the name and on behalf of each of Juma and the Members, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of Juma and the Members, all such other actions and things as the Company may determine to be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Company or otherwise to carry out the intent and purposes of this Agreement.

Section 1.6 Restrictions on Resale. None of the Shares issuable in connection herewith will be registered under the Securities Act, or the securities laws of any state, and cannot be transferred, hypothecated, sold or otherwise disposed of until: (i) a registration statement with respect to such securities is declared effective under the Securities Act, or (ii) the Company receives an opinion of counsel for the interest holders, reasonably satisfactory to counsel for the Company, that an exemption from the registration requirements of the Securities Act is available.

Section 1.7. Restrictions on Transfers. Notwithstanding any other provision of this Agreement, for a period of one year following the Effective Time no Member or Investor shall sell, assign or otherwise transfer any Shares, or any interest therein, received pursuant to this Agreement unless the Member or Investor has received an opinion of counsel from the Company’s counsel (said opinion not to be unreasonably withheld) that such sale, assignment or transfer will not cause the Exchange to fail to meet the requirements of Code section 351 for the tax-free organization of a company; provided, however, that in the case of a sale, assignment or

transfer of Shares which is to be made in satisfaction of an obligation, or in connection with a binding commitment, of the transferring Member or Investor that existed at or prior to the Effective Time, this clause shall read as though the words “For a period of one year” were not contained in it.

Juma represents and warrants to the Company that:

Section 2.1 Existence and Power. Juma is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New York and has all limited liability company powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have an effect or change that is or would be materially adverse to the business, operations, assets, prospects, condition (financial or otherwise) or results of operations (“Material Adverse Effect”) of Juma. Juma has heretofore delivered to the Company true and complete copies of the Certificate of Formation and Operating Agreement of Juma as currently in effect. 

Section 2.2 Authorization. The execution, delivery and performance by Juma of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby are within Juma’s limited liability company powers and have been duly authorized by all necessary action. The affirmative vote of the holders of the outstanding membership interests of Juma is the only action of Juma necessary in connection with its execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the Exchange. This Agreement has been duly and validly executed and delivered by Juma and is a legal, valid and binding obligation of Juma, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

Juma’s Members have (i) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are fair to and in the best interests of the Members, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Exchange, which approval satisfies in full any applicable requirements of applicable law, and (iii) resolved to recommend, and recommended, approval and adoption of this Agreement by the holders of the Interests.

Section 2.3 Governmental Authorization. The execution and delivery of this Agreement and the performance by Juma of its obligations under this Agreement relating to the Closing and the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental body, agency, official or authority other than (a) state corporate and securities laws or regulations of various states or takeover laws, and (b) any other filings,

approvals or authorizations which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Juma, or materially impair the ability of Juma to consummate the Exchange and the transactions contemplated by this Agreement.

Section 2.4 Non-contravention. The execution and delivery by Juma of this Agreement and the consummation by Juma of the transactions contemplated hereby and performance of its obligations under this Agreement do not and will not (i) violate Juma’s Certificates of Formation or Operating Agreement, (ii) violate any applicable law, rule, regulation, judgment, injunction, order or decree, (iii) require any consent or other action by any person under, constitute a default under, result in a violation of, conflict with, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Juma, or to a loss of any benefit to which Juma is entitled under any provision of any agreement or other instrument binding upon Juma, or any license, franchise, permit, certificate, approval or other similar authorization affecting, or relating in any way to, the assets or business of Juma, or (iv) result in the creation or imposition of any Lien (as defined herein) on any asset of Juma. “Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset.

Section 2.5 Capitalization.

(a) As of the date of this Agreement, the Members of Juma are as set forth in Schedule 1.1 hereto. The membership interests in Juma have been duly authorized and validly issued and are fully paid and non-assessable and were not issued in violation of any preemptive rights or other preferential rights of subscription or purchase other than those that have been waived or otherwise cured or satisfied. Except as set forth herein, as of the date hereof there are no outstanding options, warrants, subscriptions, conversion or other rights, agreements or other commitments obligating Juma to issue any interests or any securities convertible into, exchangeable for or evidencing the right to subscribe for any interests in Juma.

(b) There are no outstanding obligations, contingent or otherwise, of Juma to redeem, purchase or otherwise acquire any interests or other securities of Juma.

(c) Juma is not in violation of and has not violated any federal or state securities laws in connection with any transaction relating to Juma and/or an Affiliate, including without limitation, the acquisition of any stock, business or assets of any third party or the issuance of any interest of Juma.

Section 2.6 Compliance with Laws and Court Orders. Juma holds all permits, licenses, variances, exemptions, orders, franchises and approvals of all governmental entities necessary for the lawful conduct of its business (the “LLC Permits”), except where the failure so to hold would not have a Material Adverse Effect on Juma. Juma is in compliance with the terms of the LLC Permits, except where the failure so to comply would not have a Material Adverse Effect on Juma. Juma is and has been in compliance with, and to the best knowledge of Juma, is not under investigation with respect to and has not been threatened to be charged with or

given notice of any violation of, any applicable law, rule, regulation, judgment, injunction, order or decree, except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect on Juma.

Section 2.7 Litigation. There is no action, suit, investigation, audit or proceeding pending against, or to the best knowledge of Juma threatened against or affecting, Juma or any of its assets or properties before any court or arbitrator or any governmental body, agency or official.

Section 2.8 Full Disclosure. Neither this Agreement nor any exhibit or schedule hereto nor any statement, list or certificate delivered to Juma pursuant hereto or pursuant to any written request therefor, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein and therein, in light of the circumstances in which they were made, not misleading.

Section 2.9  Financial Statements. Prior to the Closing, Juma will prepare audited financial statements and furnish them to the Company. The audited consolidated balance sheets of Juma and the financial statements shall present fairly, in all-material respects, the consolidated financial position and results of operations of Juma.

ARTICLE 3

The Company and the Principal Stockholders represent and warrants to the Members and Juma that:

Section 3.1 Corporate Existence and Power. The Company is a corporation duly incorporated and in good standing under the laws of the State of Delaware. The Company is a company with no operations and substantially no assets and no liabilities as set forth in financial statements filed with the SEC. The Company is not conducting any business. At the Closing, the Company will be duly qualified to do business as a foreign corporation and will be in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect on the Company.

Section 3.2 Authorization. The execution, delivery and performance by the Company of this Agreement, the performance of its obligations hereunder, and the consummation of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action. This Agreement has been duly and validly executed and delivered by the Company and is a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally or by general principles of equity (regardless of whether enforceability is

considered in a proceeding at law or in equity). The Company’s Boards of Directors, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby, including the Exchange, are fair to and in the best interests of its stockholders, (ii) approved and adopted this Agreement and the transactions contemplated hereby, including the Exchange, which approval satisfies in full any applicable requirements of Delaware Law.

Section 3.3 Governmental Authorization. The execution and delivery of this Agreement and the performance by the Company of its obligations under this Agreement relating to the Closing and the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental body, agency, official or authority other than (a) compliance with any applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), foreign or state securities laws or regulations of various states (“Blue Sky Laws”) or takeover laws, and (b) any other filings, approvals or authorizations which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on the Company , or materially impair the ability of the Company to consummate the Exchange and the transactions contemplated by this Agreement.