STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “ Agreement ”) is entered into as of March 23 2009 (the “ Effective Date ”), by and between YA Global Investments, L.P. (the “ Seller ”), and Encompass Group Affiliates, Inc., a Florida corporation (the “ Purchaser ”).

WHEREAS , pursuant to the terms of this Agreement, Seller wishes to sell, assign and transfer to Purchaser, and Purchaser wishes to purchase and accept the assignment and transfer of shares of common stock, no par value (the “ Common Stock ”), of the Purchaser.

NOW, THEREFORE , in consideration of the agreements, covenants, representations and warranties contained in this Agreement, Seller and Purchaser agree as follows:

1.  Transfer of the Shares .  Subject to the terms and conditions of this Agreement, upon the payment of the Purchase Price (as defined below) by the Purchaser to the Seller in accordance with Section 2 below, the Seller hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby purchases and accepts assignment and delivery from the Seller such number of shares of Common Stock as set forth next to the Purchaser’s name on the signature page attached hereto (the “ Transferred Shares ”).

2.  Purchase Price .  In full consideration for the purchase and sale of the Transferred Shares, Purchaser shall pay to Seller on the date hereof a purchase price equal to $0.0001 per share (the “ Per Share Price ”) for a total purchase price equal to the Per Share Price multiplied by the number of Transferred Shares as set forth next to the Purchaser’s name on the signature page attached hereto (the “ Purchase Price ”) by wire transfer of immediately available funds to the Seller’s account set forth on Schedule I attached hereto.

3.  Representations and Warranties .

(a)             The Seller hereby represents and warrants to the Purchaser that (i) the Seller is an exempt limited partnership duly organized, validly existing and in good standing under the laws of the Cayman Islands, (ii) the execution and delivery by the Seller of this Agreement, and the performance of its covenants and obligations herein, are within Seller’s partnership powers, have been duly authorized by all necessary partnership action of the Seller, and do not contravene the Seller’s partnership agreement or other governing documents, (iii) this Agreement constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, (iv) no consent, approval or authorization from any third party or, to the knowledge of the Seller, any governmental authority, is required for the execution and delivery of this Agreement by the Seller or the sale of the Transferred Shares to the Purchaser hereunder, (v) as of immediately prior to the consummation of the purchase and sale of the Transferred Shares pursuant to Section 1 above, the Seller is the sole record and beneficial owner of the Transferred Shares free and clear of any and all liens, claims, taxes, security interests, options, warrants, purchase rights, contracts, commitments, equities, agreements and demands other than as created or imposed by applicable securities laws, (vi) the Transferred Shares have not been offered by the Seller or any agent of the Seller by means of any form of general solicitation or general advertising (as defined in Rule 501 of Regulation D of the Securities Act of 1933, as amended (the “ Securities Act ”)), (vii) the Seller is not and for the past 90 days has not been, an “affiliate” of the Purchaser, as that term is defined in Rule 144 under the Securities Act, and (viii) Seller has not taken any action which might create a liability or obligation to pay any finders, agent or brokers’ fees or commissions in connection with the transactions contemplated by this Agreement for which Purchaser may become liable.

(b)             The Purchaser hereby represents and warrants to the Seller that (i) the Purchaser is a corporation organized under the laws of the State of Florida, (ii) this Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms (iii) no consent, approval or authorization from any third party or, to the knowledge of the Purchaser, any governmental authority, is required for the execution and delivery of this Agreement by the Purchaser or the purchase of the Transferred Shares hereunder; and (iv) the purchase of the Transferred Shares will not result in the Purchaser making an unlawful distribution under the Florida Business Corporation Act, following the purchase the Purchaser will be able to pay its debts as they become due in the usual course of business and the Purchaser’ s total assets would be greater than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the purchase, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

4.  Further Assurances .  The parties agree to take such reasonable steps and execute such other and further documents as may be necessary or appropriate to cause the terms and conditions contained herein to be carried into effect.

5.  Miscellaneous .  This Agreement contains the entire understanding of the parties, supersedes all prior agreements and understandings relating to the subject matter hereof and shall not be amended except by a written instrument hereafter signed by all of the parties hereto.  This Agreement may be executed in two or more counterparts (including by facsimile or pdf), each of which shall be an original, but all of which together shall constitute one and the same instrument.  Except as otherwise expressly provided herein, nothing herein expressed or implied is intended or shall be construed to confer upon or to give any individual or entity, other than the Purchaser and the Seller, any rights or remedies under or by reason of this Agreement. In the event that any covenant, condition, or other provision herein contained is held to be invalid, void, or illegal by any court of competent jurisdiction, the same shall be deemed to be severable from the remainder of this Agreement and shall in no way affect, impair, or invalidate any other covenant, condition, or other provision contained herein.  The validity and construction of this Agreement shall be governed and construed and enforced in accordance with the internal laws (other than the choice-of-law rules that may require the application of the laws of another jurisdiction) of the State of New York.  Each of the Seller and the Purchaser hereby (i) waive their respective rights to a jury trial of any claim or cause of action arising out of this Agreement and (ii) acknowledge that such waiver is a material inducement to enter into this Agreement and that each party has relied on such waiver in entering into this Agreement.  No party to this Agreement shall issue any press release or make any public announcement relating to the subject matter of this Agreement without the consent of the other party.

6. Non-Reliance by Seller .  Seller acknowledges that Purchaser may possess and have access to material non-public information regarding Purchaser.  Seller acknowledges that Purchaser is not obligated to disclose, and will not disclose, such information to Seller, and that such information may have a bearing on the valuation of the Transferred Shares.  Seller is an institutional investor, experienced, sophisticated and knowledgeable in the valuation and trading of the securities of public and private companies, and understands the disadvantage to which Seller is subject by reason of the disparity of information regarding the Purchaser between Seller an