PREFERRED STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

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GIFT LIQUIDATORS INC | David Mladen

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Title: PREFERRED STOCK PURCHASE AGREEMENT
Governing Law: Oklahoma Date: 10/5/2005
Law Firm: Hodgson Russ LLP

PREFERRED STOCK PURCHASE AGREEMENT

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THIS PREFERRED STOCK PURCHASE AGREEMENT (this "Agreement") is made

September 29, 2005 (the "Effective Date") by and among Gift Liquidators, Inc.,

an Oklahoma corporation (the "Company"), and David Mladen, an individual, with

an address at c/o White Knight Management, Inc., 270 Laurel Street, 1st Floor

Office #A15, Hartford, CT 06105 (the "Investor").

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. PURCHASE AND SALE OF SHARES.

1.1 Sale and Issuance of Series A Convertible Preferred Stock. (a) On

or before the Closing (as defined below), the Company shall adopt and file with

the Secretary of State of the State of Oklahoma, the Certificate of Designation

of Series A Convertible Preferred Stock concerning the Series A Convertible

Preferred Stock, $0.01 par value, of the Company (the "Series A Preferred

Stock"), substantially in the form attached hereto as Exhibit A (the

"Certificate of Designation").

(b) Subject to the terms and conditions of this Agreement, and

in reliance on the representations and warranties contained herein, the Investor

agrees to purchase at the Closing, and the Company agrees to sell and issue to

the Investor at the Closing, eleven thousand (11,000) shares of the Company's

Series A Preferred Stock (the "Shares"), for an aggregate purchase price of

$10,000.00. Each share of Series A Preferred Stock is convertible into

seventy-five (75) shares of common stock of the Company, $0.01 par value per

share (the "Common Stock").

1.2 Closing. Subject to the satisfaction (or waiver) of the conditions

thereto set forth in Section 4 and Section 5 below, the date and time of the

issuance and sale of the Series A Preferred Stock pursuant to this Agreement

(the "Closing Date") shall be 5:00 p.m. Eastern Standard Time on or before

September 30, 2005, or such other mutually agreed upon time. The closing of the

transaction contemplated by this Agreement (the "Closing") shall occur on the

Closing Date at the offices of Hodgson Russ LLP, 60 East 42nd Street, New York,

New York 10165, or at such other location as may be agreed to by the parties. At

the Closing, the Company shall deliver to the Investor, certificates

representing the Shares against payment of the purchase price by wire transfer

of immediately available funds payable to the Company, or such other means

acceptable to the Company, in the amount of $10,000.00.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and

warrants to the Investor, to the best of its knowledge, as of the date hereof,

as follows:

2.1 Organization, Good Standing and Qualification. The Company is a

corporation duly organized, validly existing and in good standing under the laws

of the State of Oklahoma and has all requisite corporate power and authority to

own and operate its assets and properties and to carry on its current or

<PAGE>

contemplated business. The Company is duly qualified to transact business and is

in good standing in each jurisdiction wherein the properties owned or leased or

the business transacted by the Company makes such qualification to do business

as a foreign corporation necessary, except where the failure to so qualify could

not reasonably be expected to have a material adverse effect on the condition

(financial or otherwise), results of operations, business, prospects or

properties of the Company (a "Material Adverse Effect").

2.2 Capitalization. (a) The number of outstanding shares of Common

Stock of the Company is as set forth on Schedule 2.2(a). The outstanding shares

of Common Stock of the Company have been duly authorized and validly issued and

are fully paid and non-assessable, have been issued and sold in compliance with

applicable securities laws of the United States and jurisdictions thereof and

any other applicable securities laws and were not issued in violation of any

preemptive rights, rights of first refusal or other similar rights granted by

the Company. The Company has no class or series of preferred stock issued or

outstanding, aside from the Series A Preferred Stock comprising the Shares, nor

has it authorized or issued any class or series of stock with rights or

preferences superior to those of the Series A Preferred Stock.

(b) There are no outstanding options, warrants, convertible

securities or other rights calling for the issuance of, and there are no

commitments or arrangements to issue, any shares of Common Stock of the Company

or any security convertible, exchangeable or exercisable for shares of Common

Stock of the Company. There are no shareholders agreements, voting agreements or

other similar agreements with respect to the outstanding shares of Common Stock

of the Company to which the Company is a party or, to the knowledge of the

Company (having undertaken no independent investigation), between or among any

of the Company's shareholders.

of the Company beneficially owning five (5%) percent or more of the Company's

outstanding shares of Common Stock and the number of outstanding shares of

Common Stock held by them are set forth on Schedule 2.2(c) hereto.

2.3 Subsidiaries. The Company has no subsidiaries and does not own or

control, directly or indirectly, any interest in any corporation, association or

other business entity.

2.4 Power and Authority. All corporate action on the part of the

Company and its officers, directors and stockholders necessary for the

authorization, execution and delivery of this Agreement, the Registration Rights

Agreement (the "Registration Rights Agreement") and any other documents related

thereto (collectively, the "Transaction Agreements"), the performance of all

obligations of the Company hereunder and thereunder and the authorization,

issuance and delivery of the Shares being sold hereunder and the Common Stock

issuable upon conversion of the Shares (the "Underlying Shares"), have been

taken or will be taken prior to the Closing. The Transaction Agreements have

been duly executed and delivered by the Company and (assuming due authorization,

execution and delivery by the Investor) constitute the valid and legally binding

obligations of the Company, enforceable in accordance with their terms, subject

to (a) the laws of bankruptcy and the laws affecting creditors' rights

generally, (b) the availability of equitable remedies, and (c) the potential

unenforceability of the rights to indemnification contained in the Registration

Rights Agreement under public policy.

<PAGE>

2.5 Valid Issuance of Shares and Underlying Shares. (a) The Shares,

when issued, sold and delivered in accordance with the terms hereof for the

consideration expressed herein, will be duly and validly issued, fully paid and

non-assessable and free of any liens or encumbrances created by the Company, and

the Shares will have the rights, preferences and privileges described in the

Certificate of Designation. When the Shares are delivered in accordance with

this Agreement and paid for pursuant to this Agreement on the Closing, such

Shares will be convertible into and/or exercisable for the Underlying Shares

pursuant to the terms of the Certificate of Designation.

(b) The Underlying Shares initially issuable upon conversion

of the Shares have been duly and validly reserved for issuance upon such

conversion and/or exercise, and upon issuance in accordance with the terms of

the Certificate of Designation, will be fully paid and non-assessable and will

be free of restrictions on transfer other than restrictions on transfer under

the Registration Rights Agreement and under applicable state and federal

securities laws. No preemptive right, right of first refusal granted by the

Company or other similar right exists with respect to the Shares, the Underlying

Shares or the issuance and sale thereof.

dilutive effect to the Common Stock upon the issuance of the Underlying Shares.

The Company further acknowledges that its obligation to issue the Shares and the

Underlying Shares in accordance with this Agreement, is absolute and

unconditional regardless of the dilutive effect that such issuance may have on

the ownership interests of other stockholders of the Company.

2.6 Governmental Consents. No consent, approval, order (the "Consents")

or authorization of, or registration, qualification, designation, declaration or

filing with, any federal, regional, state or local governmental authority on the

part of the Company (a "Governmental Entity") is required in connection with the

Company's authorization, issuance and sale of the Shares and the transaction

contemplated by the Transaction Agreements, except for filings, if any, required

pursuant to applicable state securities or Blue Sky laws, which filings will be

made within the required statutory or regulatory periods, and any filing

pursuant to Regulation D of the Securities and Exchange Commission (the "SEC"),

which filing, if made, will be made within 15 days of the Closing.

2.7 Litigation. There is no action, suit, claim, proceeding or

investigation pending or, to the Company's knowledge, threatened against the

Company which could reasonably be expected to have a Material Adverse Effect.

The Company is not, and to the Company's knowledge (having undertaken no

independent investigation), no founder, director, officer or key employee is, a

party or subject to the provisions of any order, writ, injunction, judgment or

decree of any court or government agency or instrumentality (collectively, the

"Judgments") that could reasonably be expected to have a Material Adverse

Effect. There is no action, proceeding or investigation by the Company currently

pending or which the Company intends to initiate.

<PAGE>

2.8 Intellectual Property. The Company does not own or have valid

licenses with respect to any patents, applications for patents, inventions,

proprietary or confidential information, systems or procedures), registered

trademarks (including service marks), trade names, or other intellectual

property (collectively, "Intellectual Property")

2.9 Compliance With Other Instruments. The Company is not in violation

of (i) its Certificate of Incorporation or Bylaws, (ii) any statute or Consents

or Judgments of any Governmental Entity applicable to it, or (iii) any

contracts, mortgages, leases, indentures, agreements and instruments to which

the Company is currently bound which, other than contracts entered into in the

ordinary course of business, involve obligations of or payments to the Company

in excess of $25,000 (collectively, the "Material Contracts") or in material

violation or default of any provision of any orders or Judgments by which it is

bound or any provision of federal or state statute, rule or regulation

applicable to the Company, which violation or default, in the case of (i), (ii),

or (iii), could reasonably be expected to have a Material Adverse Effect. The

execution, delivery and performance of and compliance with the Transaction

Agreements and the consummation of the transaction contemplated hereby and

thereby will not (i) result in any such violation or default or result in the

creation of any mortgage, lien or encumbrance against any of the properties or

assets of the Company, or (ii) give rise to obligations under any Material

Contracts, that, in the case of either (i) or (ii), could reasonably be expected

to have a Material Adverse Effect.

2.10 Disclosure. The Company has provided the Investor with true and

complete copies of all documents and information reasonably requested by the

Investor in his due diligence review of the Company. As of the date hereof,

neither the Transaction Agreements, the Schedules and Exhibits attached hereto,

nor any certificate or other document prepared by the Company to be delivered at

the Closing contains or will contain any untrue statement of a material fact or

omit to state a material fact necessary to make the statements herein or

therein, in light of the circumstances under which they were made, not

misleading. To the Company's knowledge, there are no facts which (individually

or in the aggregate) materially and adversely affect the business, assets,

liabilities, financial condition, prospects or operations of the Company that

have not been set forth in the Agreement, the Schedules, the Exhibits hereto,

the other Transaction Agreements or in other documents delivered to the

Investor, his attorneys or agents in connection herewith.

2.11 Material Agreements; Actions. (a) Except as set forth on Schedule

2.11(a), there are no Material Contracts by which the Company is currently

bound. Except as set forth on Schedule 2.11(a), the Company is not currently

indebted for money borrowed or has any other liabilities individually in excess

of $25,000 or in the aggregate in excess of $50,000. No default exists under any

Material Contract to which the Company is a party that could reasonably be

expected to have a Material Adverse Effect. Each of the Material Contracts is

valid, binding, and in full force and effect in all material respects, subject

to (i) the laws of bankruptcy and the laws affecting creditors' rights generally

and (ii) the availability of equitable remedies.

(b) The Company has not (i) declared or paid any dividends or

authorized any distribution upon or with respect to any class or series of its

capital stock, (ii) made any loans or advances to any person, other than in the

<PAGE>

ordinary course of business except as provided on Schedule 2.11(b), or (iii)

sold, exchanged or otherwise disposed of any of its assets or rights other than

in the ordinary course of business.

2.12 Title to Property and Assets. The Company has all right, title and

interest to its assets free and clear of all material lien, claim, encumbrance,

security interest, option, charge or restriction of any kind (collectively, the

"Liens") except such as arise in the ordinary course of business and do not

impair the Company's use of such property or assets, including those reflected

in the Company's balance sheet (the "Balance Sheet") dated as of June 30, 2005,

(the "Balance Sheet Date") included in the Company's financial statements

attached hereto as Exhibit B and (ii) $180,000 of assets consisting of inventory

and approximately $40,000 of payables due to an affiliate of the Company which

assets the Company intends to sell to such affiliate in satisfaction of such

obligation prior to closing.

2.13 Brokers or Finders. There are no contracts, agreements or

understandings between or among the Company, on the one hand, and any person, on

the other, that would give rise to a claim against the Company or any Investor

for a brokerage commission, finder's fee or other like payment (the "Finder's

Fees") in connection with the issuance and sale of the Shares. To the extent

permitted by law, the Company will indemnify and hold harmless the Investor

against any losses, claims, damages or liabilities to which they may become

subject under any claims for such Finder's Fees in so far as such losses,

claims, damages or liabilities are based on the finding that the Company is

responsible for any such Finder's Fees.

2.14 Registration Rights; Voting Rights. Except as provided for in this

Agreement and the Registration Rights Agreement to be executed and delivered at

the Closing, the Company is currently not under any obligation to register under

the Securities Act of 1933, as amended (the "Securities Act"), any of its

currently outstanding securities or any of its securities which may hereafter be

issued. To the Company's knowledge (having undertaken no independent

investigation) no shareholder of the Company has entered into any agreement,

understanding or other arrangement with respect to the voting of common stock.

2.15 Employees. With the exception of the Company's exclusive contract

with Laid Back Enterprises Corporation ("Laid Back Enterprises"), through which

the Company contracts for personnel as well as other services under an

administrative services agreement (the "Laid Back Administrative Services

Agreement"), the Company is not a party to any employment or deferred

compensation agreements and does not have any bonus, incentive or profit-sharing

plans. The Company is not a party to any collective bargaining agreements and,

to its knowledge (having undertaken no independent investigation), no

organizational efforts are currently being made with respect to any of their

respective employees.

2.16 Stockholders, Directors and Officers; Indebtedness. The Company is

not currently indebted to its officers, directors or stockholders or any of

their respective relatives (and none of the same are indebted to the Company),

other than travel, relocation and other expenses which are advanced and

reimbursed in the ordinary course of business. Except as set forth on Schedule

2.16, none of the officers or directors or significant employees or consultants

of the Company has, individually or collectively, a material interest in any

entity which is a competitor, customer or supplier of (or has any existing

contractual relationship with) the Company.

<PAGE>

2.17 Employment Benefit Plans. The Company does not have any

employee benefit plans.

2.18 Tax Returns and Payments. The Company has accurately prepared and

timely filed all tax returns and reports as required by law. Such returns and

reports are true and correct in all material respects. The Company has paid all

taxes and other assessments due. All such taxes with respect to which the

Company has become obligated pursuant to elections made by the Company in

accordance with generally accepted practices have been paid and adequate

reserves have been established for all taxes accrued but not yet payable. The

federal income tax returns of the Company have never been audited by the

Internal Revenue Service. No deficiency or assessment with respect to or

proposed adjustment of the Company's federal, state, county or local taxes is

pending or, to the Company's knowledge (having undertaken no independent

investigation), threatened. There is no tax lien, whether imposed by any

federal, state, county or local taxing authority, outstanding against the

assets, properties or business of the Company.

2.19 Proprietary Information and Invention Agreements. Each material

employee, consultant and officer of the Company has executed, or will execute,

an agreement with the Company regarding confidentiality and proprietary

information. The Company (having undertaken no independent investigation) is not

aware that any of its employees or consultants is in violation thereof, and the

Company will use its best efforts to prevent any such violation.

2.20 Permits. The Company has all franchises, permits, licenses and any

similar authority necessary for the conduct of its business ("Permits") and is

not in default under such Permits, except where the failure to have such

Permits, or such default, would not reasonably be expected to result in a

Material Adverse Effect.

2.21 Absence of Certain Changes. Except as set forth on Schedule 2.21,

since the Balance Sheet Date (as defined in Section 2.12), there have not been:

(a) any changes in the assets, liabilities, condition

(financial or otherwise), affairs, earnings, material contracts, business,

operating or prospects of the Company, except changes in the ordinary course of

business which could not reasonably be expected to have a Material Adverse

Effect;

(b) any change, except in the ordinary course of business, in

the contingent obligations of the Company by way of guaranty or any assurance of

performance or payment, endorsement, indemnity or warranty;

material contract or material agreement entered into, by the Company relating to

its assets or business (including the acquisition or disposition of any assets)

or any relinquishment by the Company of any material contract or other material

right (direct or indirect, whether alleged, contingent or otherwise), other than

transaction and commitments in the ordinary course of business;

<PAGE>

(d) (i) any creation, incurrence or assumption of any debt

(including obligations in respect of capital leases); (ii) assumption,

guarantee, endorsement or other liability (whether directly, contingently or

otherwise) for the obligations of any other person or entity; or (iii) any

loans, advances or capital contributions to, or investments in, any other person

or entity, except in the ordinary course of business and not in excess of

$25,000 in the aggregate or $10,000 individually;

(e) any damage, destruction or loss, whether or not covered by

insurance, materially and adversely affecting the properties or business or the

Company;

(f) any waiver by the Company of a valuable right or material

debt owed to it;

(g) any resignation or termination of employment of any

officer or key employee of the Company, or the threat of such resignation or

termination, or any material change in any compensation arrangement or agreement

(including salary, bonus, insurance or pension benefits) with any of the same;

(h) any sale, assignment or transfer of any material

Intellectual Property or tangible assets of the Company which would have a

Material Adverse Effect; or

(i) to the best of the Company's knowledge, any agreement to

do any of the foregoing, or any other event or condition of any character which

could reasonably be expected to have a Material Adverse Effect.

2.22 Financial Statements. The Company has provided to the Investor its

audited financial statements for the year ended December 31, 2004 and its

unaudited statements for the period ended June 30, 2005. The consolidated

financial statements of the Company and the related notes, including the Balance

Sheet, present fairly the financial position of the Company as of the dates

indicated and the statement of operations, changes in shareholders' equity and

cash flows for the periods specified; said financial statements have been

prepared in conformity with generally accepted accounting principles in the

United States ("GAAP") applied on a consistent basis throughout the periods

involved. Evans, Gaither, & Associates, PLLC, who have audited and reviewed

certain consolidated financial statements of the Company, are independent public

accountants as required under Rule 101 of the American Institute of Certified

Public Accountants Code of Professional Conduct, and its interpretations and

rulings. As reflected in the Company's financial statements, the Company has,

and as of the Closing Date shall have, no business, material assets or any

material liabilities other than cash and expenses payable in connection with the

transactions contemplated hereunder. The parties acknowledge that the Company

currently has approximately $180,000 of assets consisting of inventory and

approximately $40,000 of payables due to an affiliate of the Company which

assets the Company intends to sell to such affiliate in satisfaction of such

obligation prior to the Closing Date.

2.23 Accounting. The Company maintains a system of internal accounting

controls sufficient to provide assurances that: (i) transactions are executed in

accordance with management's general or specific authorizations; (ii)

transactions are recorded as necessary to permit preparation of financial

<PAGE>

statements in conformity with GAAP and to maintain accountability for assets;

(iii) access to assets is permitted only in accordance with management's general

or specific authorization; and (iv) the recorded accountability for assets is

compared with existing assets at reasonable intervals and appropriate action is

taken with respect to any differences.

2.24 Insurance. The Company has adequately insured its properties

against loss or damage by fire or other casualty and maintains, in amounts which

it believes to be adequate, such other insurance, including but not limited to

liability insurance, as is usually maintained by companies in the same or

similar businesses. The Company has no reason to believe that it will not be

able to renew its existing insurance coverage as and when such coverage expires

or to obtain similar coverage from similar insurers as may be necessary to

continue its business at a cost that would not have a Material Adverse Effect.

2.25 Environmental Laws. The Company (i) is not in violation of any

applicable statute or Judgments of any Governmental Entity, relating to the use,

disposal or release of hazardous or toxic substances or relating to the

protection or restoration of the environment or human exposure to hazardous or

toxic substances (collectively, "Environmental Laws"), (ii) does not own or

operate, to the Company's knowledge, any real property contaminated with any

substance that is subject to any Environmental Laws, and (iii) is not liable for

any off-site disposal or contamination pursuant to any Environmental Laws, or is

subject to any pending, or to the knowledge of the Company, threatened

Proceeding relating to any Environmental Laws, in each instance which violation,

contamination, liability or claim, individually or in the aggregate, would

reasonably be expected to have a Material Adverse Effect.

2.26 No General Solicitation. Neither the Company, nor any of its

affiliates, nor any person acting on its or their behalf, has engaged in any

form of general solicitation or general advertising (within the meaning of

Regulation D of the Securities Act ("Regulation D") in connection with the offer

or sale of the Shares.

2.27 No Integrated Offering. Neither the Company, nor any of its

affiliates, nor any person acting on its or their behalf, has, directly or

indirectly, made any offers or sales of any security or solicited any offers to

buy any security, under circumstances that would require registration of any of

the Shares or Underlying Securities under the Securities Act or cause this

offering of the Shares to be integrated with prior offerings by the Company for

purposes of the Securities Act.

2.28 Exemption from Registration. Neither the Company nor any agent

acting on its behalf shall take any action that would cause the loss of an

exemption from, the registration provisions of the Securities Act and any state

or foreign securities laws for the offer, sale and issuance of the Shares and

the conversion of the Shares into and/or for the Underlying Shares.

2.29 Transactions With Affiliates. Except as set forth on Schedule

2.29, none of the officers, directors, or employees of the Company is presently

a party to any material transaction with the Company or any of its affiliates

(other than in connection with services as employees, officers and directors),

including any contract, agreement or other arrangement providing for the

<PAGE>

furnishing of services to or by, providing for rental of real or personal

property to or from, or otherwise requiring payments to or from any officer,

director or such employee or, to the knowledge of the Company, any corporation,

partnership, trust or other entity in which any officer, director, or any such

employee has a substantial interest or is an officer, director, trustee or

partner.

2.30 SEC Documents. Since at least September 1, 2005, the Company has

timely filed all reports, schedules, forms, statements and other documents

required to be filed by it with the SEC pursuant to the reporting requirements

of the Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing

filed prior to the date hereof and all exhibits included therein and financial

statements and schedules thereto and documents (other than exhibits to such

documents) incorporated by reference therein, being hereinafter referred to

herein as the "SEC Documents"). As of their respective dates, the SEC Documents

complied in all material respects with the requirements of the 1934 Act and the

rules and regulations of the SEC promulgated thereunder applicable to the SEC

Documents, and none of the SEC Documents, at the time they were filed with the

SEC, contained any untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary in order to make the

statements therein, in light of the circumstances under which they were made,

not misleading. None of the statements made in any such SEC Documents is, or has

been, required to be amended or updated under applicable law (except for such

statements as have been amended or updated in subsequent filings prior to the

date hereof). As of their respective dates, the financial statements of the

Company included in the SEC Documents complied as to form in all material

respects with applicable accounting requirements and the published rules and

regulations of the SEC with respect thereto. Such financial statements have been

prepared in accordance with United States generally accepted accounting

principles, consistently applied, during the periods involved (except (i) as may

be otherwise indicated in such financial statements or the notes thereto, or

(ii) in the case of unaudited interim statements, to the extent they may not

include footnotes or may be condensed or summary statements) and fairly present

in all material respects the financial position of the Company as of the dates

thereof and the results of its operations and cash flows for the periods then

ended (subject, in the case of unaudited statements, to normal year-end audit

adjustments). Except as set forth in the financial statements of the Company

included in the SEC Documents, the Company has no material liabilities,

contingent or otherwise, other than (i) liabilities incurred in the ordinary

course of business subsequent to June 30, 2005 (ii) liabilities set forth on

Schedule 2.21 and (iii) obligations under contracts and commitments incurred in

the ordinary course of business and not required under generally accepted

accounting principles to be reflected in such financial statements, which,

individually or in the aggregate, are not material to the financial condition or

operating results of the Company.

2.31 Foreign Corrupt Practices. Neither the Company, nor any director,

officer, agent, employee or other person acting on behalf of the Company has, in

the course of his actions for, or on behalf of, the Company, used any corporate

funds for any unlawful contribution, gift, entertainment or other unlawful

expenses relating to political activity; made any direct or indirect unlawful

payment to any foreign or domestic government official or employee from

corporate funds; violated or is in violation of any provision of the U.S.

Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate,

payoff, influence payment, kickback or other unlawful payment to any foreign or

domestic government official or employee.

<PAGE>

2.32 No Investment Company. The Company is not, and upon the issuance

and sale of the Shares as contemplated by this Agreement will not be an

"investment company" required to be registered under the Investment Company Act

of 1940 (an "Investment Company"). The Company is not controlled by an

Investment Company.

2.33 Acknowledgment Regarding Investor's Purchase of Shares. The

Company acknowledges and agrees that the Investor is acting solely in the

capacity of an arm's length purchaser with respect to this Agreement and the

transaction contemplated hereby. The Company further acknowledges that the

Investor is not acting as a financial advisor or fiduciary of the Company (or in

any similar capacity) with respect to this Agreement and the transaction

contemplated hereby and any statement made by the Investor or any of his

representatives or agents in connection with this Agreement and the transaction

contemplated hereby is not advice or a recommendation and is merely incidental

to the Investor's purchase of the Shares. The Company further represents to the

Investor that the Company's decision to enter into this Agreement has been based

solely on the independent evaluation of the Investor and his representatives.

2.34 Minute Books. The minute books of the Company provided to the

Investor or his counsel contain a complete summary of all meetings and actions

by written consent of directors and shareholders since the time of incorporation

and reflect all transactions referred to in such minutes accurately in all

material respects.

2.35 Labor Agreements and Actions; Employee Arrangements. The Company

has no employees other than its officers and thus is not bound by or subject to

(and none of its assets or properties is bound by or subject to) any written or

oral, express or implied, contract, commitment or arrangement with any labor

union, and no labor union has requested or, to the best of the Company's

knowledge, has sought to represent any of the employees, representatives or

agents of the Company. Also because the Company has no employees other than its

officers there is no strike or other labor dispute involving the Company

pending, or to the best of the Company's knowledge, threatened, that could have

a Material Adverse Affect on the assets, properties, financial condition,

operating results, or business of the Company (as such business is presently

conducted and as it is proposed to be conducted), nor is the Company aware of

any labor organization activity involving its employees.

2.36 Agreement of Merger. The Company agrees that there is no order,

ruling, judgment or decree in effect, including any regulatory agency, which

would enjoin or prohibit a reverse triangular merger that the Company will enter

into with a target company to be identified (the reverse triangular merger is

further described in Section 4.15 below).

3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. The Investor hereby

represents and warrants with respect to himself as of the date hereof as

follows:

<PAGE>

3.1 Authorization. The Investor has all the requisite power and is duly

authorized to execute and deliver the Transaction Agreements and has taken all

necessary action to consummate the transaction contemplated hereby and thereby.

The Transaction Agreements have been duly executed and delivered by the Investor

and constitute valid and binding obligations of the Investor, enforceable in

accordance with their respective terms, subject to,

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