STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

by and among

EDMONDS 6, INC.

a Delaware Corporation

and

UNIVERSAL FOG, INC.

an Arizona Corporation

effective as of May 9, 2005

STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE

THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this May 9, 2005, by and among Edmonds 6, Inc., a Delaware corporation with its principal place of business located at 1808 South 1 ^st Avenue, Phoenix, Arizona 85003 (“EDMONDS”); Universal Fog, Inc., an Arizona corporation with its principal place of business located at 1808 South 1 ^st Avenue, Phoenix, Arizona 85003 (“UNIVERSAL FOG”) and the shareholders of UNIVERSAL FOG (“Shareholders”) as set forth on Exhibit A attached hereto (collectively UNIVERSAL FOG and the shareholders of UNIVERSAL FOG shall be known as the “UNIVERSAL FOG Group”).

A.        This Agreement provides for the acquisition of UNIVERSAL FOG whereby UNIVERSAL FOG shall become a wholly owned subsidiary of EDMONDS and in connection therewith, the issuance of a total of 34,400,000 shares of EDMONDS to the UNIVERSAL FOG shareholders.

B.        The boards of directors of UNIVERSAL FOG and EDMONDS have determined, subject to the terms and conditions set forth in this Agreement, that the transaction contemplated hereby is desirable and in the best interests of their stockholders, respectively. This Agreement is being entered into for the purpose of setting forth the terms and conditions of the proposed acquisition.

NOW, THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS AND WARRANTIES OF

EDMONDS

As an inducement to and to obtain the reliance of UNIVERSAL FOG, EDMONDS represents and warrants as follows:

Section 1.1      Organization. EDMONDS is a corporation duly organized, validly existing, and in good standing under the laws of Delaware and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Schedules attached hereto (hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments there to as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not violate any provision of EDMONDS’s articles of incorporation or bylaws. EDMONDS has full power, authority and legal right and has taken all action required by law, its articles of incorporation, its bylaws or otherwise to authorize the execution and delivery of this Agreement.

Section 1.2      Capitalization . The authorized capitalization of EDMONDS consists of 100,000,000 Common Shares, $0.001 par value per share, and 10,000,000 Preferred Shares. As of the date hereof, EDMONDS has 100,000 common shares issued and outstanding. EDMONDS is presently a 1934 Exchange Act reporting company and has filed all necessary reports, quarterly, annual and special with the Securities and Exchange Commission of the United States on a timely basis.

All issued and outstanding shares are legally issued, fully paid and nonassessable and are not issued in violation of the preemptive or other rights of any person. EDMONDS has no securities, warrants or options authorized or issued.

(a) The books and records, financial and others, of EDMONDS are in all material respects complete and correct and have been maintained in accordance with good business accounting practices; and

(b) EDMONDS has no liabilities with respect to the payment of any country, federal, state, county, or local taxes (including any deficiencies, interest or penalties).

(c) EDMONDS shall remain responsible for all debts incurred by EDMONDS prior to the date of closing.

Section 1.5      Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or threatened by or against or affecting EDMONDS or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse affect on the business, operations, financial condition or income of EDMONDS. EDMONDS is not in default with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.

Section 1.6      Material Contract Defaults.               EDMONDS is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of EDMONDS, and there is no event of default in any material respect under any such contract, agreement, lease or other commitment in respect of which EDMONDS has not taken adequate steps to prevent such a default from occurring.

Section 1.7 Information . The information concerning EDMONDS as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which they were made, not misleading. EDMONDS’s filings with the SEC are complete and accurate in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made in light of the circumstances under which

they were made, not misleading.

Section 1.8 Title and Related Matters. EDMONDS has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interest in properties and assets, real and personal (collectively, the “Assets”) free and clear of all liens, pledges, charges or encumbrances. EDMONDS owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with EDMONDS’s business. No third party has any right to, and EDMONDS has not received any notice of infringement of or conflict with asserted rights of other with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly on in the aggregate, if the subject of an unfavorable decision ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of EDMONDS or any material portion of its properties, assets or rights.

(a) There are no material contracts, agreements franchises, license agreements, or other commitments to which EDMONDS is a party or by which it or any of its properties are bound:

(b) EDMONDS is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award materially and adversely affects, or in the future may (as far as EDMONDS can now foresee) materially and adversely affect , the business, operations, properties, assets or conditions of EDMONDS; and

(c) EDMONDS is not a party to any material oral or written: (I) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties, of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; (vii) contract, agreement or other commitment involving payments by it for more than $10,000 in the aggregate.

Section 1.10 Compliance With Laws and Regulations. To the best of EDMONDS’s knowledge and belief, EDMONDS has complied with all applicable statutes and regulations of any federal, state or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets or condition of EDMONDS or would not result in EDMONDS incurring material liability.

Section 1.11 Insurance. All of the insurable properties of EDMONDS are insured for EDMONDS ‘s benefit under valid and enforceable policy or policies containing substantially equivalent coverage and will be outstanding and in full force at the Closing Date.

Section 1.12 Approval of Agreement. The directors of EDMONDS have authorized the execution and delivery of the Agreement by and have approved the transactions contemplated hereby.

Section 1.13 Material Transactions or Affiliations . There are no material contracts or agreements of arrangement between EDMONDS and any person, who was at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known to beneficially own ten percent (10%) or more of the issued and outstanding Common Shares of EDMONDS and which is to be performed in whole or in part after the date hereof. EDMONDS has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into material transactions with any such affiliated person.

Section 1.14    No Conflict With Other Instruments . The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which EDMONDS is a party or to which any of its properties or operations are subject.

Section 1.15    Governmental Authorizations.        EDMONDS has all licenses, franchises, permits or other governmental authorizations legally required to enable it to conduct its business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent or order of, or registration, declaration or filing with, any court or other governmental body is required in connection with the execution and delivery by EDMONDS of this Agreement and the consummation of the transactions contemplated hereby.

ARTICLE II

REPRESENTATIONS, COVENANTS AND WARRANTIES

OF UNIVERSAL FOG

As an inducement to, and to obtain the reliance of EDMONDS, UNIVERSAL FOG represents and warrants as follows:

Section 2.1      Organization.              UNIVERSAL FOG is a corporation duly organized, validly existing and in good standing under the laws of Arizona and has the corporate power and is duly authorized, qualified, franchised and licensed under all applicable laws, regulations, ordinances and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign entity in the country or states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the Attached Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation, bylaws and amendments thereto as in effect on the date hereof. The execution and delivery of this Agreement does not and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of UNIVERSAL FOG’s certificate of incorporation or bylaws. UNIVERSAL FOG has full power, authority and legal right and has taken all action required by law, its articles of incorporation, bylaws or otherwise to authorize the execution and delivery of this Agreement.

Section 2.2      Capitalization. The authorized capitalization of UNIVERSAL FOG consists of 100,000,000 shares of common stock, $0.0001 par value and 10,000,000 shares of preferred stock, $0.0001 par value. As of the date hereof, there are 34,400 shares of common stock issued and outstanding and 1,000,000 shares of preferred stock issued and outstanding.

All issued and outstanding common shares have been legally issued, fully paid, are nonassessable and not issued in violation of the preemptive rights of any other person. UNIVERSAL FOG has no other securities, warrants or options authorized or issued.

(a)       The books and records, financial and others, of UNIVERSAL FOG are in all material respects complete and correct and have been maintained in accordance with good business accounting practices; and

(b)       UNIVERSAL FOG has no liabilities with respect to the payment of any country, federal, state, county, local or other taxes (including any deficiencies, interest or penalties).

(c) UNIVERSAL FOG shall remain responsible for all debts incurred prior to the closing.

Section 2.5 Information . The information concerning UNIVERSAL FOG as set forth in this Agreement and in the attached Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 2.6      Title and Related Matters.   UNIVERSAL FOG has good and marketable title to and is the sole and exclusive owner of all of its properties, inventory, interests in properties and assets, real and personal (collectively, the “Assets”) free and clear of all liens, pledges, charges or encumbrances. Except as set forth in the Schedules attached hereto, UNIVERSAL FOG owns free and clear of any liens, claims, encumbrances, royalty interests or other restrictions or limitations of any nature whatsoever and all procedures, techniques, marketing plans, business plans, methods of management or other information utilized in connection with UNIVERSAL FOG’s business. Except as set forth in the attached Schedules, no third party has any right to, and UNIVERSAL FOG has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse affect on the business, operations, financial conditions or income of UNIVERSAL FOG or any material portion of its properties, assets or rights.

Section 2.7      Litigation and Proceedings .          There are no actions, suits or proceedings pending or threatened by or against or affecting UNIVERSAL FOG, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign or before any arbitrator of any kind that would have a material adverse effect on the business, operations, financial condition, income or business prospects of UNIVERSAL FOG. UNIVERSAL FOG does not have any knowledge of any default on its part with respect to any

judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator or governmental agency or instrumentality.

(a)       There are no material contracts, agreements, franchises, license agreements, or other commitments to which UNIVERSAL FOG is a party or by which it or any of its properties are bound;

(b)              UNIVERSAL FOG is not a party to any contract, agreement, commitment or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree or award which materially and adversely affects, or in the future may (as far as UNIVERSAL FOG can now foresee) materially and adversely affect, the business, operations, properties, assets or conditions of UNIVERSAL FOG; and

(c)       UNIVERSAL FOG is not a party to any material oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension, benefit or retirement plan, agreement or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract or indenture relating to the borrowing of money; (iv) guaranty of any obligation for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations, which, in the aggregate exceeds $1,000; (v) consulting or other contract with an unexpired term of more than one year or providing for payments in excess of $10,000 in the aggregate; (vi) collective bargaining agreement; (vii) contract, agreement, or other commitment involving payments by it for more than $10,000 in the aggregate.

Section 2.9      No Conflict With Other Instruments .       The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust or other material contract, agreement or instrument to which UNIVERSAL FOG is a party or to which any of its properties or operations are subject.

Section 2.10    Material Contract Defaults.          &n