STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT

      This Stock Purchase Agreement ("Agreement") is entered into as
of this 27th day of May, 2009, between OLEKSANDR SHALASH, whose
address is Witellikerstrasse 17, 8702 Zollikon, Switzerland and
IVAN HRUBI, whose address is Friedberger Str. 6, Rodgau, Germany
63110 (collectively referred to as "Purchasers"); NASUS CONSULTING,
INC., a Nevada corporation, whose principal place of business is 83
Fisher Street, Millville, Massachusetts 01504 (the "Company");
RUSSELL R. DESJOURDY,  who maintains his address at 83 Fisher
Street, Millville, Massachusetts 01504 ("Russell Desjourdy") and
LYNNE DESJOURDY, who maintains her address at 25 Eastmount Road,
Medfield, Massachusetts 02052-2710 ("Lynne Desjourdy"; Russell
Desjourdy and Lynne Desjourdy collectively referred to as the
"Selling Shareholders").

RECITALS

      WHEREAS, the Company is a public company whose common stock is
listed through the OTC Bulletin Board ("OTCBB") quotation service
under the trading symbol "NSUS"; and

      WHEREAS, the Selling Shareholders collectively own 800,000
restricted shares of NSUS common stock ("NSUS Shares"), which, on
the Closing Date as hereinafter defined, shall represent
approximately 70.67% of the total issued and outstanding NSUS
Shares, free and clear of any liens, claims or other encumbrances;
and

      WHEREAS, the Selling Shareholders are willing to sell,
transfer and deliver all of their NSUS Shares to the Purchasers in
accordance with the terms and conditions as set forth herein; and

      WHEREAS, the Purchasers are willing to acquire all of the NSUS
Shares owned by the Selling Shareholders in exchange for the cash
consideration and other obligations to be performed as more fully
described herein.

      NOW, THEREFORE, in consideration of the mutual agreements,
covenants and conditions provided herein, the Parties agree as
follows:

ARTICLE I
RECITALS

      1.1   Recitals.  The Parties hereto agree that the above
recitals are true and correct and are incorporated by reference
herein. 



ARTICLE II
DEFINITIONS

       2.1  Definitions.  As used in this Agreement and the Schedules
hereto, the following terms have the respective meanings set forth
below:
      
       "Affiliate" means, with respect to any Person, any other
Person that directly or indirectly controls, is controlled by or is
under common control with the Person in question.
      
        "Assets" shall mean all the business, assets, properties,
goodwill and rights of the Company as a going concern of every
nature, kind and description, tangible and intangible, wherever
located and whether or not carried or reflected on the books and
records of the Company (the "Assets"), including, without
limitation: (i) all right, title and interest in and to the
corporate names of the Company and all variations thereof; (ii)
cash-on-hand and cash in the bank accounts of the Company,
inclusive of cash equivalents, together with the bank account
records relating to all bank accounts of the Company; (iii) all
deposits and all cash, cash equivalents, marketable securities and
other assets (iv) all rights, title and interest in and to all
contracts, licenses or agreements to which the Company is a party
as of the date of this Agreement; (v) all accounts receivable,
checks, negotiable instruments and chattel paper, payable to, or
with respect to bearer instruments in the possession of the
Company; (vi) all inventory and supplies; (vii) all furniture,
fixtures, equipment and machinery; (viii) all leasehold interests
and improvements thereon; (ix) all books and records, files and
operating data relating to any business conducted by the Company;
(x) with respect to each insurance policy or fidelity bond on which
the Company is an insured, all rights of the Company, including the
right to receive any amounts recovered or recoverable from the
insurer after the date of this Agreement resulting from an
occurrence which took place on or prior to the date of this
Agreement and the right to receive any amounts recovered or
recoverable from the insurer after the date of this Agreement, with
respect to any loss resulting from a claim made on or prior to the
date of this Agreement, together with all insurance policies or
fidelity bonds of which  the Company is the sole owner; (xi) all
claims, causes of actions, and suits which the Company has or may
have against third parties; and (xii) the business and operations
of the Company as a going concern.  Assets do not include "Excluded
Assets," which are identified and set forth on Schedule 4.8 hereto.
 
       "Closing" shall have the meaning as described in Section 3.2
hereof.
      
       "Closing Date" shall have the meaning as described in Section
3.2 hereof.
      
       "Closing Documents" shall mean to all other documents,
agreements, certificates and other instruments contemplated by this
Agreement to carry out and perform the transactions as set forth
herein.   
      
       "Code" means the Internal Revenue Code of 1986, as amended.
      
       "Confidential Information" means, with respect to each party,
(a) all information concerning the business and affairs of that
party, including financial information, business plans and
strategies, technology, proprietary information, know-how,
formulae, products, methods and operational information and
techniques, (b) any information that the appropriate party is
required by applicable law to preserve in confidence and (c) any
other information reasonably identified by a party to the other
party as confidential, but excluding (i) information known by the
other party or generally available or in the public domain, (ii)
information that was independently developed by the other party
without the use of the first party's Confidential Information and
(iii) information rightfully provided by a third party without
continuing restrictions on its use.
      
       "Excluded Assets" are defined as those Assets that are
excluded from the transactions contemplated by this Agreement as
identified and set forth on Schedule 4.8 hereto. 
      
       "FINRA" means the Financial Industry Regulatory Authority and
the rules and regulations promulgated thereby.
     
      "GAAP" means United States generally accepted accounting
principles, consistently applied.
      
        "Governmental Agency" means any federal, state, local or
foreign government or any court of competent jurisdiction,
administrative agency or commission or other governmental authority
or instrumentality, domestic or foreign including but not limited
to the SEC, FINRA and the OTCBB.
      
       "Irrevocable Stock Power" shall have the meaning as described
in Section 3.2 hereof. 

      "Material Adverse Effect" means a material adverse effect on
the business, assets, condition (financial or otherwise), results
of operations or prospects of a party to this Agreement or the
ability of a party to consummate the transactions contemplated by
this Agreement.
      
       "NGCL" shall mean the Nevada General Corporation Law.
      
       "NSUS Shareholders" are defined as those shareholders
identified on Schedule 4.6 who as of the Closing shall own 100% of
the NSUS Shares.
      
       "NSUS Shares" shall mean shares of common stock that have been
issued by the Company and are outstanding on the Closing Date.
      
       "OTCBB" means the Over the Counter Bulletin Board market
quotation system. 
      
      "Permitted Liens" shall have the meaning as described in
Section 4.8.

      "Person" means an individual, any form of business enterprise,
including a corporation, limited liability company, partnership or
limited partnership, and any other legal entity or its
representative, including a trust, trustee, estate, custodian,
administrator, personal representative, nominee or any other entity
acting on its own behalf or in a representative capacity.

      "Purchase Investigation" shall have the meaning as described
in Section 6.1.

       "SEC" means the Securities and Exchange Commission.
      
       "Seller Breach" shall have the meaning described in Section
3.6 hereof. 
      
       "Subsidiary" means each Person of which (a) a majority of the
voting power of the voting equity securities or equity interest is
owned, directly or indirectly, by such Person.
      
       "Tax" or "Taxes" means federal, state, county, local, foreign
or other income, gross receipts, ad valorem, franchise, profits,
sales or use, transfer, registration, excise, utility,
environmental, communications, real or personal property, capital
stock, license, payroll, wage or other withholding, employment,
social security, severance, stamp, occupation, alternative or add-
on minimum, estimated and other taxes of any kind whatsoever
(including, without limitation, deficiencies, penalties, additions
to tax, and interest attributable thereto) whether disputed or not.
 "Tax Return" means any return, information report or filing with
respect to Taxes, including any schedules attached thereto and
including any amendment thereof. 
           

      2.2   Construction.  Whenever the context requires, the gender
of all words used in this Agreement includes the masculine,
feminine and neuter.  Unless otherwise expressly provided herein,
all references to Articles, Sections and Schedules refer to
articles, sections and schedules of or to this Agreement.  All
Schedules are hereby incorporated in and made a part of this
Agreement as if set forth in full herein.  The headings and
captions in this Agreement and the Schedules are for convenience
and identification only and are in no way intended to define, limit
or expand the scope and intent of this Agreement or any provision
hereof.
     

ARTICLE III
THE STOCK ACQUISITION

       3.1  Purchase Price.  The total purchase price for 70.67% of
the NSUS Shares shall equal the sum of $212,020 (the "Purchase
Price") and shall be paid by the Purchasers to the Selling
Shareholders in accordance with and subject to the terms and
conditions as set forth in this Article III. 
      
       3.2  Closing.  The closing of the transactions contemplated by
this Agreement (the "Closing"), will take place at the offices of
the Company, or at any alternative location designated by the
Parties hereto and shall take place five (5) days following the
conclusion of the Purchase Investigation as provided for in Section
6.1 of this Agreement or such earlier date as the Parties may agree
to ("Closing Date").  On the Closing Date, 800,000 NSUS Shares
representing approximately 70.67% of the total issued and
outstanding NSUS Shares shall be sold, transferred and delivered by
the Selling Shareholders to the Purchasers through duly executed
irrevocable stock powers with signature guarantees ("Irrevocable
Stock Power") in a form acceptable to the Purchasers.   The NSUS
Shares to be delivered by the Selling Shareholders to the
Purchasers at the Closing shall be validly issued, non-assessable
and free and clear of any clams, liens or encumbrances of any kind.
      
       3.3  The Stock Acquisition.
      
      (a)   Subject to the terms and conditions of this
Agreement including the Purchase Investigation as provided
for in Section 6.1 hereof, Purchasers shall, on or before the
Closing Date, deposit the sum of $212,020 with Manhattan
Transfer Registrar Company who the parties have agreed to
appoint as the escrow agent ("Escrow Agent") for the
transactions contemplated by this Agreement.
     
     
      (b)   The Parties acknowledge that the Purchasers have
previously deposited the sum of $10,000 ("Deposit") with the
Escrow Agent, which shall be applied towards the Purchase
Price at Closing provided that if the Closing does not occur
within the time as contemplated by this Agreement or unless
otherwise agreed upon by the Parties, the Deposit shall be
paid by the Escrow Agent to the Selling Shareholders or
retuned to the Purchasers as provided for in Section 3.6 of
this Agreement. 
     
      (c)   On or before the Closing, the Selling Shareholders
agree and shall deposit duly executed Irrevocable Stock
Powers representing 800,000 NSUS Shares with the Escrow
Agent.

           
      3.4   Cash Released From Escrow.  Upon verification that Escrow
Agent is in receipt of Irrevocable Stock Powers from the Selling
Shareholders representing 800,000 NSUS Shares and upon all other
conditions of Closing as set forth in section 7.1 hereof having
been satisfied, Purchasers shall provide Escrow Agent with written
instructions to disburse cash proceeds representing the Purchase
Price to the Selling Shareholders.
      
       3.5  NSUS Shares Released From Escrow.  Upon verification that
Escrow Agent is in receipt of cash proceeds representing the
Purchase Price and upon all other conditions of Closing as set
forth in section 7.2 hereof having been satisfied, Selling
Shareholders shall provide Escrow Agent with written instructions
to transfer the 800,000 NSUS Shares to the Purchasers in respective
amounts as Purchasers have requested from the Escrow Agent.  The
800,000 NSUS Shares to be transferred to the Purchasers shall be
subject to restrictions on transferability under applicable federal
and state securities laws and may not be resold or transferred by
the Purchasers in the absence of registration or an available
exemption therefrom. 
      
       3.6  Deposit Released From Escrow.  At Closing and upon the
conditions set forth in sections 3.4 and 7.1 of this Agreement
having been satisfied, Purchasers shall instruct Escrow Agent to
release the Deposit to Selling Shareholders, which shall be
credited towards the Purchase Price.  In the event that a Closing
does not take place within the time provided for in this Agreement
or within such other time period as the Parties may agree, as a
result of any misrepresentation or omission of fact made by either
the Company or the Selling Shareholders; or due to the failure by
the Company or the Selling Shareholders to proceed to Closing
(defined as a "Seller Breach"), then Escrow Agent shall be
authorized to return the Deposit to the Purchasers.  Alternatively
and in the event that the Purchasers do not proceed to Closing for
any reason other than due to a Seller Breach, then Escrow Agent
shall be authorized to pay the Deposit to the Selling Shareholders.
 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF
COMPANY AND SELLING SHAREHOLDERS
      
       Except as otherwise disclosed in the Schedules as attached
hereto, the Company and the Selling Shareholders hereby represent
and warrant to the Purchasers that the statements contained in this
Article IV are complete, true and accurate as of the date of this
Agreement and the Closing Date and shall survive the Closing Date
in accordance with Section 10.2 below.
      
       4.1  Organization and Standing.   The Company was duly
incorporated in the State of Nevada as a corporation, (b) is
validly existing and in good standing as a corporation under the
laws of the State of Nevada, (c) has full corporate power and
authority and possesses all governmental franchises, licenses,
permits, authorizations and approvals necessary to enable the
Company to own, lease or otherwise hold its properties and Assets
and to carry on its business as presently conducted and (d) is duly
qualified and in good standing to do business as a foreign
corporation in each jurisdiction in which the conduct or nature of
its business or the ownership, leasing or holding of its properties
makes such qualification necessary, except jurisdictions where the
failure to be so qualified or in good standing, individually or in
the aggregate, would not have a Material Adverse Effect. 
      
       4.2  Authority.  The Company and the Selling Shareholders have
all requisite power and authority to enter into this Agreement and
the Closing Documents, to perform the obligations hereunder and to
consummate the transactions contemplated hereby.  All corporate
acts and other proceedings required to be taken by the Company and
the Selling Shareholders to authorize the execution, delivery and
performance of this Agreement, the Closing Documents and the
consummation of the transactions contemplated hereby have been duly
and properly taken and/or will be undertaken by the Company and the
Selling Shareholders as of the Closing Date.  This Agreement and
the Closing Documents have been duly executed and delivered by the
Company and the Selling Shareholders and constitutes the legal,
valid and binding obligation of the Company and the Selling
Shareholders and is enforceable against the Company and the Selling
Shareholders in accordance with its terms.
      
       4.3  Licenses/Permits. The Company has all permits, licenses,
registrations and authorizations required by all necessary
Governmental Agencies for the conduct of its current business and
has  fully complied with all Governmental Agencies and any other
industry, governmental, or self regulatory organizations required
by law for the conduct of its present businesses.  The Company is a
public reporting company and has filed all reports required to be
filed by Section 12 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
Company was required to file such reports) and has been subject to
such filing requirements for the past 90 days.  In addition, the
Company is and has been a current filer of all reports it either
voluntarily or is obligated to file with the SEC and all other
Governmental Agencies. 
      
       4.4  No Conflicts; Consents.  The execution and delivery of
this Agreement and the Closing Documents by the Company and the
Selling Shareholders does not, and the consummation of the
transactions contemplated hereby and compliance with the terms
hereof will not conflict with or result in any violation of, or
default (with or without notice or lapse of time, or both) under,
or give rise to a right of termination, cancellation, repurchase,
redemption or acceleration of any obligation or to the loss of a
material benefit to the Company or the Selling Shareholders under,
or to any increased, additional, accelerated or guaranteed rights
or entitlements of any Person other than the Company or the Selling
Shareholders, or result in the creation of any lien, claim,
encumbrance, security interest, option, charge or restriction of
any kind upon any of the Assets of the Company under any provision
of (a) the Articles of Incorporation, By-Laws or any amendments
thereto of the Company, (b) any note, bond, mortgage, indenture,
deed of trust, license, lease, contract, commitment, agreement or
arrangement to which the Company or the Selling Shareholders are a
party or by which any of Company's Assets is subject to or bound or
(c) any judgment, order or decree, or statute, law, ordinance, rule
or regulation applicable to the Company, its Assets or the Selling
Shareholders.  Except as otherwise provided for in this Agreement
and as otherwise may be required by federal securities laws, no
consent, approval, license, permit, order or authorization of, or
registration, declaration or filing with, any Governmental Agency
is required to be obtained or made by or with respect to the
Company or the Selling Shareholders in connection with the
execution, delivery and performance of this Agreement and the
Closing Documents or the consummation of the transactions
contemplated hereby.
      
       4.5  Books and Records.   The Company has heretofore delivered
or made available for inspection to Purchasers, accurate and
complete copies of its Articles of Incorporation or By-Laws, each
as amended to date; its minute books; its shareholder certificate
ledger, current shareholder list and stock transfer books; and such
other tax returns, financial statements, reports and filings made
with all Governmental Agencies personnel records and all other
documents that Purchasers have requested in connection with the
Purchase Investigation.  At the Closing, the Company shall provide
Purchasers with copies of all financial records including checks,
vendor invoices and other documents that support all financial
statements, whether audited or not, that have been filed by the
Company with any Governmental Agency and any other documents
(defined as "Company Documents") pertaining to the Company that
Purchasers may reasonably request. 
      
       4.6  Capitalization of the Company.  The authorized capital
stock of the Company consists of 200,000,000 shares of common
stock, par value .001 per share ("NSUS Shares") of which 1,132,000
NSUS Shares are issued and outstanding on the date hereof.  Each
Selling Shareholder is the beneficial owner of 400,000 NSUS Shares.
All of the outstanding NSUS Shares have been duly authorized and
validly issued and are fully paid and nonassessable.  No NSUS Share
has been issued in violation of or is subject to any purchase
option, call, right of first refusal, preemptive, subscription or
similar rights under any provision of applicable law, the
Certificate of Incorporation or Bylaws of the Company or any
contract, agreement or instrument to which the Company is subject,
bound or a party or otherwise affected by.  There are no
outstanding warrants, options, rights, "phantom" stock rights,
agreements, preferred, convertible or exchangeable securities or
other instruments or commitments (i) pursuant to which the Company
is or may become obligated to issue, sell, purchase, return or
redeem any NSUS Shares or other securities; or (ii) that give
Person the right to receive any benefits or rights similar to any
rights enjoyed by or accruing to the holders of NSUS Shares or
other interests of the Company.  There are no outstanding bonds,
debentures, notes, other indebtedness or any other class or series
of securities having the right to vote on any matters on which the
shareholders of the Company may vote. Schedule 4.6 attached hereto
contains a full and complete list of all shareholders of the
Company as of the date hereof and which shall be adjusted, if
necessary, as of the Closing Date.  
     
      4.7   Financial Statements.  Set forth in Schedule 4.7 attached
hereto are the following financial statements: audited balance
sheets and statements of income, changes in shareholders' equity
and cash flow as of and for the fiscal years ended December 31,
2006, December 31, 2007 and December 31, 2008 of the Company and
the unaudited balance sheet and statements of income as of March
31, 2009 of the Company (collectively, the "Financial Statements").
The Financial Statements  (including the notes thereto) have all
been prepared in accordance with GAAP and applied on a consistent
basis throughout the periods covered thereby, present fairly the
financial condition of the Company as of such dates and the results
of operations of the Company for such periods, are correct and
complete, and are consistent with the books and records of the
Company which books and records are correct and complete, subject
to, in the case of the unaudited balance sheet  and statements of
income as of March 31, 2009, the absence of notes and schedules and
normal year end adjustments.

       4.8  Assets.
      
       (a)  The Company has good and valid title to all Assets
reflected on its Financial Statements or thereafter acquired,
except those sold or otherwise disposed of for fair value
since the dates of the Company's Financial Statements in the
ordinary course of business consistent with past practices and
not in violation of this Agreement, in each case free and
clear of all obligations, debts, liens, security interests or
encumbrances of any kind except (i) as set forth in Schedule
4.8, (ii) mechanics, material men, carriers, workmen,
repairmen or other like liens arising or incurred in the
ordinary course of business and being contested in good faith,
liens arising under original purchase price conditional sales
contracts and equipment leases with third parties entered into
in the ordinary course of business which are reflected on the
Financial Statements and liens for Taxes that are not due and
payable, (iii) mortgages, liens, security interests and
encumbrances that secure debt reflected as a liability on the
Company's Financial Statements and the existence of which is
indicated in the notes thereto and (iv) other imperfections of
title or encumbrances, if any, that do not, individually or in
the aggregate, materially impair the continued use and
operation of the Assets to which they relate to the business
of the Company as presently conducted (the mortgages, liens,
security interests, encumbrances and imperfections of title
described in clauses (ii), (iii) and (iv) above are
hereinafter referred to in this Article IV as "Permitted
Liens").
      
       (b)  All the material tangible personal property of the
Company has been maintained in all material respects in
accordance with good commercial practices.  Each item of
material tangible personal property of the Company is in all
material respects in good operating condition and repair,
ordinary wear and tear excepted.  All leased personal property
of the Company is in all material respects in the condition
required by the terms of the applicable lease during the term
of the lease and upon the expiration thereof.
      
       (c)  Schedule 4.8 sets forth a correct and complete list
of any real property owned and leased by the Company.  The
Company has good and marketable title to, or valid leasehold
interests in, all of the properties listed on Schedule 4.8 and
all of such properties are held free and clear of all title
defects, liens, encumbrances and restrictions of any kind,
except Permitted Liens.  To the best knowledge and belief of
the Company, no material improvements constituting a part of
any real property owned or leased by the Company encroaches on
real property not owned or leased by the Company to the extent
that removal of such encroachment would materially impair the
manner and extent of the current use, occupancy and operation
of such improvements.  True, complete and correct copies of
all leases under which the Company leases any real property
have been made available to Purchasers (including any
supplements, amendments or side letters relating thereto) and
such leases are valid and in full force and effect in
accordance with their respective terms.  All of the rental and
other payments payable under each such lease by the Company
are current, there is no default under such lease either by
the landlord or by the tenant thereunder, and no event has
occurred which, with the lapse of time or the giving of notice
or both, would constitute a default thereunder.  There are
neither any actual, nor, to the best knowledge and belief of
Seller, any threatened or contemplated, condemnation or
eminent domain proceedings that affect any real property owned
or leased by either the Company or any part thereof, and the
Company has not received any notice from any Governmental
Agency of the intention of any public authority or other
entity to take or use all or any part thereof.
      
       (d)  Schedule 4.8 sets forth a correct and complete list
of Excluded Assets that the Selling Shareholders shall retain
ownership of following the Closing Date. 
    
     4.9    Absence of Undisclosed Liabilities.  Except as set forth
on the Financial Statements for the Company or through Schedule
4.9 attached hereto and except for obligations or liabilities
which have arisen since the dates of the Financial Statements in
the ordinary course of business (none of which is a liability
resulting from a breach of contract, breach of warranty, tort,
infringement, claim or lawsuit), the Company has no debts
obligations or liabilities, contingent or otherwise.  At or prior
to the Closing, the Company shall cause any and all of its debts,
obligations or liabilities, contingent or otherwise, whether or
not identified on the Financial Statements, to be fully paid,
satisfied or discharged and shall provide the Purchasers with
proof thereof. 

     4.10   Absence of Changes.  Except as set forth in Schedule 4.10
attached hereto or as otherwise contemplated by this Agreement
there has not been any change in the Assets, liabilities,
financial condition or operations of the Company from that
reflected in the Financial Statements, therefore, except changes
in the ordinary course of business that have not resulted, either
individually or in the aggregate, in a Material Adverse Effect. 
Except as set forth in Schedule 4.10 or as contemplated by this
Agreement, since March 31, 2009 there has not been: (a) any
extraordinary damage, destruction or loss, whether or not covered
by insurance; (b) any waiver or compromise by the Company of a
valuable right or of a material debt owed to it; (c) any loans or
guarantees made by the Company to or for the benefit of its
shareholders, employees, officers or directors or any shareholder
of their immediate families other than advances made in the
ordinary course of business; (d) any satisfaction or discharge of
any lien, claim or encumbrance or payment of any obligation by the
Company, except in the ordinary course of business; (e) any
material or adverse change or amendment to a Material Contract;
(f) any new hire or resignation or termination of employment of
any key employee or any material change in any compensation
arrangement or other employment terms of any key employee; (g) any
sale, disposition, assignment or transfer of any of the Company's
Assets or properties of the Company except in the ordinary course
of business; (h) any security interest created by the Company,
with respect to any of its respective material properties or
Assets, except statutory liens for taxes not yet due or payable;
(i) any declaration, setting aside or payment or other
distribution in respect of any of the NSUS Shares of the Company,
or any direct or indirect redemption, purchase or other
acquisition of any such NSUS Shares by the Company; (j) any
borrowing of any amount or incurrence or subjection to any
material liabilities, except current liabilities incurred in the
ordinary course of business and liabilities under contracts
entered into in the ordinary course of business; (k) any issuance
of any notes, bonds or other debt securities or any NSUS Shares or
other equity securities or any securities convertible,
exchangeable or exercisable into  any NSUS Shares or other equity
securities; (l) any investment in any other entity or steps taken
to incorporate any Subsidiary; (m) any capital expenditures or
commitments therefor; (n) any material change in the accounting
methods, principles or practices used by the Company, (o) any
other material transaction other than in the ordinary course of
business; or (p) any other event or condition that might
reasonably be expected to have a Material Adverse Effect.
    
     4.11   Taxes.  Except as set forth on Schedule 4.11, the Company
has filed or obtained presently effective extensions with respect
to all federal, state, county, local and foreign tax returns which
are required to be filed, such returns are complete and accurate
in all material respects and have been prepared in compliance with
all applicable laws and regulations in all material respects.  The
Company in all material respects has paid all Taxes due and owing
by it (whether or not such Taxes are shown on a Tax Return) and
have withheld and paid over to the appropriate taxing authority
all Taxes which they are required to withhold from amounts paid or
owing to any employee, shareholder, creditor or other third party.
No Tax Return is now under audit or examination by any foreign,
federal, state or local authority and there are no agreements,
waivers or other arrangements providing for an extension of time
with respect to the assessment or collection of any Tax or
deficiency of any nature against the Company, or with respect to
any of the Tax Returns, or any suits or other actions,
proceedings, investigations or claims now pending or, to the
Company's knowledge, threatened against the Company with respect
to any Tax.  The Company has not waived any statute of limitations
with respect to any Taxes; the accrual for Taxes on the Financial
Statements would be adequate to pay all Tax liabilities of the
Company through the date of this Agreement; since the date of the
Financial Statements, the Company has not incurred any liability
for Taxes other than in the ordinary course of business; the
assessment of any additional Taxes for periods for which Tax
Returns have been filed by the Company shall not exceed the
recorded liability therefor on the Financial Statements (excluding
any amount recorded which is attributable solely to timing
differences between book and Tax income).  The Company has
delivered to Purchasers true and correct copies of its Federal
income tax returns of the Company for each of the last three (3)
years, together with copies of all amendments, if any, thereto.
      
 &