STOCK PURCHASE AGREEMENT

1.1.1

“Action” has the meaning set forth in Section 3.7.

1.1.2

“ Affiliate ” means with respect to any Person, any other Person which is controlling, controlled by, or under common control with, directly or indirectly, the Person referred to, and, if the Person referred to is a natural Person, any member of such Person’s immediate family.  The term “ control ” (including, with correlative meaning, the terms “controlled by” and “under common control with”) as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

1.1.3

“ Agreement ” means this Agreement as executed on the date hereof and as amended or supplemented in accordance with the terms hereof, including all Schedules and Exhibits attached hereto, as well as other documents to be furnished by the Parties as provided herein, which other documents shall be collectively referred to as the “ Related Documents .”

1.1.4

“ Business ” means any and all business activities in which the Company is engaged, as such business is conducted by the Company on the date hereof and as of the Effective Time.

1.1.5

“ Buyer ” has the meaning set forth in the Preamble to this Agreement.

1.1.6

“ Buyer’s Counsel Legal Opinion ” means the legal opinion letter of counsel to Buyer, David Altshuler, Esq., in favor of the Company in such form as the Company shall reasonably require.

1.1.7

“ Buyer’s Shares ” means 100% of the issued and outstanding shares of Buyer’s common stock, par value $0.0001 per share, to be delivered to the Company by Buyer hereunder.

1.1.8

“ Closing ” means the consummation of the transactions contemplated by this Agreement, as provided for in Section 2.3.

1.1.9

“ Closing Date ” means the date on which the Closing occurs in accordance with this Agreement.

1.1.10

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

1.1.11

“ Company ” has the meaning set forth in the Recitals to this Agreement.

1.1.12

“ Company’s Counsel Legal Opinion ” means the legal opinion letter of counsel to the Company, Gersten Savage LLP, in favor of Buyer and its counsel in such form as Buyer may reasonably require.

1.1.13

“ Company Shares ” means the shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, with supermajority voting rights and such other rights and preferences as are specified in the Certificate of Designation, a form of which is attached hereto as Exhibit A , to be sold by the Company to Buyer hereunder.

1.1.14

“ Confidential Information ” has the meaning set forth in Section 5.1(b).

1.1.15

“ Contract ” means any written or oral contract, agreement, arrangement, understanding, lease, indenture, mortgage, deed of trust, evidence of indebtedness, commitment or instrument, open purchase order or offer, to which the Company is a party or by which it or any of its assets is bound.

1.1.16

“ Effective Time ” means the effective time of the Closing, which shall be deemed to be as of 12:01 a.m. Eastern Time on the Closing Date.

1.1.17

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

1.1.18

“ Escrow Agent ” means Gersten Savage LLP.

1.1.19

“ Financial Statements ” means (a) the unaudited balance sheets of the Company as of October 31, 2008 and (b) the related unaudited quarterly statements of earnings, stockholders’ equity, changes in financial position and cash flows for the respective periods then ended, together, as to all the foregoing, with any notes or schedules thereto.

1.1.20

“ GAAP ” means the accounting principles generally accepted in the United States, including as set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, applied consistently throughout the periods involved.

1.1.21

“ Government ” means the United States of America, any other nation or state, any federal, bilateral or multilateral governmental authority, state, any possession, territory, local, county, district, city or other governmental unit or subdivision, and any branch, entity, agency, or judicial body of any of the foregoing.

1.1.22

“ Income Taxes ” means any Tax imposed upon or measured by net income or gross income (excluding any Tax based solely on gross receipts) including any interest, penalty, or additions thereto, whether disputed or not.

1.1.23

“ Indemnified Person ” means a person entitled to indemnification pursuant to Article 8 of this Agreement.

1.1.24

“ Indemnifying Party ” means the party required to indemnify and hold harmless such Indemnified Person.

1.1.25

“ IRS ” means the United States Internal Revenue Service.

1.1.26

“ Knowledge ” means, with respect to any Person, such Person’s actual knowledge of facts or other information, after having made (a) due inquiry of any other Person who is primarily responsible for, and/or the primary custodian of records pertaining to, the subject matter as to which such Person’s knowledge is being asserted, and  (b) due investigation of all files and records in the possession or control of such Person and pertaining to the subject matter as to which such Knowledge is being asserted.  The words “know,” “knowing” and “known” shall be construed accordingly.

1.1.27

“ Law ” means any statute, law, ordinance, decree, order, injunction, rule, directive, or regulation of any Government or quasi-governmental authority, and includes rules and regulations of any regulatory or self-regulatory authority compliance with which is required by any such statute, law, ordinance, decree, order, injunction, rule, directive, or regulation.

1.1.28

“ Liabilities ” or “Liability” means all debts, adverse claims, liabilities and/or obligations, direct, indirect, absolute or contingent, liquidated or unliquidated, whether accrued, vested or otherwise, and whether or not reflected or required to be reflected on the financial statements of a Person.

1.1.29

“ Lien ” means any lien, security interest, mortgage, indenture, deed of trust, pledge, charge, adverse claim, easement, restriction or other encumbrance, including, without limitation, any liens arising in respect of any Tax.

1.1.30

“ Losses ” means any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, taxes, interest, penalties, and costs and expenses, including removal costs, remediation costs, closure costs, fines, penalties and expenses of investigation, reasonable attorneys’ fees and costs, and reasonable out-of-pocket disbursements.

1.1.31

“ Material Adverse Effect ” means any material adverse effect on (a) the Business, properties, assets, liabilities, profits, operations, results of operations or condition (financial or otherwise) of the Company, or (b) the validity or enforceability of this Agreement and/or any or all of the Related Documents, or the authority or ability of the Company to perform its obligations pursuant to this Agreement, but shall not be deemed to include (i) any adverse changes resulting from general economic, regulatory or political conditions, (ii) circumstances that affect the industries in which the Company operates generally unless expressly directed at or disproportionately affecting the Company, or (iii) any other event or occurrence which would customarily be considered to be force majeure in contracts of this type.

1.1.32

“ Material Adverse Event ” means the occurrence of any event, fact or circumstance that, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect on the Company

1.1.33

“ Material Contracts ” has the meaning set forth in Section 3.10(a).

1.1.34

“ Order ” means an order, writ, injunction, or decree of any court or Government.

1.1.35

“ Ordinary Course ” means, with respect to the Business of the Company, only the ordinary course of commercial operations customarily engaged in by the Company consistent with industry norms and the Company’s prior practices, and specifically does not include (a) any activity (i) involving the purchase or sale of the Company or of any product line or business unit of the Company, (ii) involving modification or adoption of any Plan, or (iii) which requires approval by the board of directors or shareholders of the Company, or (b) the incurrence of any material Liability for any tort or any breach or violation of or default under any Contract or Law.

1.1.36

“ Party ” or “ Parties ” means any one or more of the parties to this Agreement, as the context may require.

1.1.37

“ Permitted Liens ” means, collectively, (a) Liens for Taxes, fees, levies, duties or other governmental charges of any kind which are not yet delinquent or are being contested in good faith by appropriate proceedings, (b) Liens for landlords, common carriers, warehousemen, mechanics, materialmen, laborers, employees, suppliers, vendors in the ordinary course of business or similar liens arising by operation of law for amounts which are owed, but not yet delinquent, (c) purchase money security interests relating to the acquisition of goods in the Ordinary Course equal to, or less than, Five Thousand Dollars ($5,000) per individual acquisition, (d) in the case of real property, any matters, restrictions, covenants, conditions, limitations, rights, rights of way, encumbrances, encroachments, reservations, easements, agreements and other matters of record, such state of facts of which an accurate survey of the property would reveal, and (e) Liens arising from or related to immaterial indebtedness or capital leases of the Company or its Subsidiaries equal to, or less than, Five Thousand Dollars ($5,000) in each case.

1.1.38

“ Person ” shall be construed broadly and shall include an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Government entity (or any department, agency or political subdivision thereof).

1.1.39

“ Plan ” means any agreement, arrangement, plan, or policy, whether or not written, that involves (a) any pension, retirement, profit sharing, savings, deferred compensation, bonus, stock option, stock purchase, phantom stock, health, welfare, or incentive plan; or (b) welfare or “fringe” benefits, including without limitation vacation, holiday, severance, disability, medical, hospitalization, dental, life and other insurance, tuition, company car, club dues, sick leave, maternity, paternity or family leave, or other benefits; or (c) any employment, consulting, engagement, or retainer agreement.

1.1.40

“ Sponsor ” means any employer who is participating (or who has participated) in any Plan.

1.1.41

“ Tax ”   or “Taxes ” means all taxes, charges, fees, levies, or other like assessments, including without limitation, all federal, possession, state, city, county and foreign (or governmental unit, agency, or political subdivision of any of the foregoing) income, profits, employment (including Social Security, unemployment insurance and employee income tax withholding), franchise, gross receipts, sales, use, transfer, stamp, occupation, property, capital, severance, premium, windfall profits, customs, duties, ad valorem, value added and excise taxes; pension guaranty and other similar premiums; and any other Government charges of the same or similar nature; including any interest, penalty or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax Liability of any other Person.  Any one of the foregoing Taxes shall be referred to sometimes as a “ Tax .”

1.1.42

“ Tax Returns ” means all reports, estimates, declarations, claims for refund, information statements and returns relating to or required by Law to be filed by the Company in connection with any Taxes, and all information returns (e.g., Form W-2, Form 1099) and reports relating to Taxes and Taxes payable by, pursuant to, or in connection with, any Plans, including any amendment or supplement thereof.  Any one of the foregoing Tax Returns shall be referred to sometimes as a “ Tax Return .”

(a)

Whenever in this Agreement the terms “include,” “includes,” “including,” and derivative or similar words, are used, they shall be construed to be followed by the phrase “without limitation.”

(b)

Whenever in this Agreement the term “agreement” is used, it shall be deemed to refer to binding agreements, commitments, leases, contracts, contract rights, licenses and sublicense agreements, quotations, purchase orders, customer orders, work orders and other executory rights.

(c)

Wherever in this Agreement a statute or other piece of legislation is referenced, such reference shall be deemed to include any and all amendments thereto, as well as any successor legislation which may be adopted subsequent to the date of this Agreement, and covering the same subject matter or the referenced statute or legislation.

(d)

Whenever in this Agreement the term “party to” is used in regard to an agreement, it shall be construed as meaning “party to or bound by.”

(e)

Wherever in this Agreement reference is made to a Schedule “hereof” or “attached hereto” the contents of such Schedule shall be deemed to be incorporated into this Agreement by reference, as an integral part of this Agreement.

(f)

The headings of the Articles, Sections and paragraphs of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

(g)

Each reference in this Agreement to an Article, Paragraph, Section, Schedule or Exhibit, unless otherwise indicated, shall mean an Article, Paragraph or Section of this Agreement or a Schedule or Exhibit attached to this Agreement, respectively.

(h)

Whenever in this Agreement the terms “hereof,” “herein,” “hereby,” or derivative or similar words are used, such terms refer to this entire Agreement.

(i)

All references herein to “days” in this Agreement are to consecutive calendar days unless Business Days are specified.

(j)

The language in all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning, strictly neither for nor against any Party hereto, and without implying a presumption that the terms thereof shall be more strictly construed against one Party by reason of the rule of construction that a document is to be construed more strictly against the Person who itself or through its counsel prepared the same, it being agreed that representatives of both Parties have participated in the preparation hereof.

(k)

Whenever in this Agreement the singular is used, it shall include the plural if the context so requires, and whenever the masculine gender is used in this Agreement, it shall be construed as if the masculine, feminine or neuter gender, respectively, has been used where the context so dictates, with the rest of the sentence being construed as if the grammatical and terminological changes thereby rendered necessary have been made.

(a)

The Company is a corporation validly existing and in good standing under the laws of the State of Delaware.  The Company has made available to Buyer true, complete and correct copies of its Articles of Incorporation and Bylaws, as currently in effect.

(b)

The Company has all requisite corporate power and authority to own, lease and use its assets and to transact the Business, and holds all authorizations, franchises, licenses and permits required therefor and all such authorizations, franchises, licenses and permits are valid and subsisting.  The Company is in good standing in each of the jurisdiction(s) where it is duly licensed or qualified to do business as a foreign corporation and in any other jurisdiction where such license or qualification is required, and is in good standing in each such jurisdiction, except for jurisdictions where the failure to be so licensed or qualified would not, individually or in the aggregate, have a Material Adverse Effect.

(c)

The Company has the corporate power, authority and capacity to execute and deliver this Agreement, to perform the Company’s obligations hereunder and in each Exhibit hereto, as applicable, and to consummate the transactions contemplated hereby and thereby.

(a)

This Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.  All action on the part of the Company and its officers , directors and shareholders, necessary for the authorization, execution, delivery and performance of this Agreement, the Related Documents and the transactions contemplated hereby and thereby has been taken.

(b)

The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not require any independent corporate action on the part of the Company.

(c)

Except as may be disclosed on Schedule 3.2(c) , the Company is not a party to, subject to or bound by any Contract, Law or Order which does or would (i) conflict with or be breached or violated or its obligations thereunder accelerated or increased (whether or not with notice or lapse of time or both) by the execution, delivery or performance by the Company of this Agreement, (ii) prevent the carrying out of the transactions contemplated hereby.  Except as described in Article 7 hereof, no permit, consent, waiver, approval or authorization of, or declaration to or filing or registration with, any Government or third party is required in connection with the execution, delivery or performance of this Agreement by the Company, or the consummation the Company of the transactions contemplated hereby, except for any such permits, consents, waivers, approvals, authorizations, declarations, filings or registrations the failure of which to obtain would not have a Material Adverse Effect.  Except as disclosed on Schedule 3.2(c) , the transactions contemplated hereby will not result in the creation of any Lien against the Company or any of its properties or assets, nor in the cancellation or modification of any license, agreement or arrangement to which the Company is a party, except for any such cancellations or modifications which would not, individually or in the aggregate, produce a Material Adverse Effect.

(a)

The authorized capital stock of the Company, and the names, addresses and holdings of the record holders thereof are set forth in Schedule 3.3(a) attached hereto. All of the Company Shares were duly authorized and validly issued, and are fully paid and non-assessable without restriction on the right of transfer thereof (other than restrictions on transfer solely pursuant to applicable state and federal securities laws).  Except for Buyer’s rights pursuant to this Agreement, or as otherwise set forth on Schedule 3.3(a) , (i) there are no authorized or outstanding (A) securities of the Company other than the Company Shares, or (B) warrants, preemptive rights, other rights, or options with respect to any securities of the Company, and (ii) the Company is not subject to any obligation to issue, sell, deliver, redeem, exchange, convert, repurchase, substitute or otherwise transfer, acquire or retire the Company Shares or any other securities of the Company.

(b)

The Company does not have any subsidiaries.  Except as may be set forth on Schedule 3.3(b) , the Company does not directly or indirectly own or have any capital stock or other equity interest in any other Person (including, without limitation, any contractual, joint venture, profit sharing or other similar quasi-equity arrangement), and there are no Contracts to effect any of the foregoing to which the Company is a party.

(a)

Material Adverse Event or change in the business or condition (financial or otherwise), operations or results of operations of the Company, or to the Company’s Knowledge, current prospects, other than changes in the Ordinary Course (which changes have not, individually or in the aggregate, had a Material Adverse Effect);

(b)

damage, destruction or loss, whether covered by insurance or not, affecting the tangible assets of the Company which individually exceeds $2,500 or in the aggregate exceeds $10,000;

(c)

declaration, setting aside, or payment of any dividend or any distribution (in cash or in kind) with respect to any securities of the Company;

(d)

sale or direct or indirect redemption, purchase or other acquisition of securities of the Company;

(e)

increase in or commitment to increase compensation, benefits, or other remuneration to or for the benefit of any employee, shareholder, director, officer, or agent of the Company, or any benefits granted under any Plan with or for the benefit of any such employee, director, officer, or agent, except for increases in salary, wages or benefits in the Ordinary Course which individually exceeds $2,500 or in the aggregate exceeds $10,000;

(f)

accrual or arrangement, whether direct or indirect, for, or payment of, bonuses or special compensation of any kind, or any severance or termination pay, to any present or former officer, director, or employee of the Company, other than in the Ordinary Course and provided that any such accrual or arrangement does not individually exceed $2,500 or in the aggregate exceed $10,000;

(g)

material transaction entered into or carried out by the Company in connection with the Business other than in the Ordinary Course;

(h)

borrowing or incurrence of any indebtedness (including letters of credit and foreign exchange contracts), contingent or otherwise, by or on behalf of the Company or any endorsement, assumption, or guarantee of payment or performance of any such indebtedness or any Liabilities of any other Person by or on behalf of the Company other than in the Ordinary Course and provided that any such borrowing or incurrence of indebtedness does not individually exceed $2,500 or in the aggregate exceed $10,000;

(i)

change made by the Company with respect to its Tax or financial accounting, or the making of any Tax election;

(j)

grant of any Lien (other than a Permitted Liens) with respect to the assets, properties or rights of the Company;

(k)

issuance by the Company of any security, including without limitation any option, warrant or right to receive any security;

(l)

change in the authorized capital or outstanding securities of the Company;

(m)

payment of any obligation or liability (absolute or contingent) by the Company, other than current liabilities reflected in or shown on the Financial Statements and current liabilities incurred in the Ordinary Course;

(n)

change in any accounting methods or practices by the Company (including, without limitation, any change in depreciation or amortization methods, policies, or rates);

(o)

entry into, or amendment, modification, or termination of, any Material Contracts;

(p)

waiver or release of any right or claim of the Company or cancellation of any debts or claims, except in the Ordinary Course and provided that any such waiver or release does not individually exceed $2,500 or in the aggregate exceed $10,000;

(q)

capital expenditure by the Company individually exceeding $2,500 or in the aggregate exceeding $10,000; and

(r)

any agreement by, or Board resolution authorizing, the Company to do any of the foregoing items.

(a)

To the Company’s Knowledge, it does not have any Liabilities, except:

(i)

those Liabilities identified on the Financial Statements and as may be reflected on Schedule 3.5(a) attached hereto; or

(ii)

as incurred in the Ordinary Course since the date of the most recent Financial Statements (none of which has had or may reasonably be expected to have a Material Adverse Effect on the Company).

(b)

To the Company’s Knowledge, except as disclosed herein, there is no currently existing condition or circumstance which would reasonably be expected to result in such a Liability which would have a Material Adverse Effect.

(a)

Except as maybe set forth in Schedule 3.7 , there is no suit, claim, litigation, proceeding (administrative, regulatory, judicial, or in arbitration, mediation or alternative dispute resolution), Government or grand jury investigation, or other action (any of the foregoing, an “Action”), pending or, to the Company’s Knowledge, threatened, anticipated or contemplated, against the Company, involving the Business, or involving any of the Company’s properties, assets, rights or capital stock, or any of its directors, officers, agents, or other personnel in their capacity as such, including without limitation any Action challenging, enjoining, or preventing this Agreement, or the consummation of the transactions contemplated hereby.

(b)

The Company is not currently and, to the Company’s Knowledge, has not been, subject to any Order other than Orders of general applicability.

(a)

There are no interests in real property owned by the Company.

(b)

The Company does not lease any real property.