STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

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RENEGADE VENTURE NEV CORP | RALPH GARCIA | MICHELE BARKAN

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Title: STOCK PURCHASE AGREEMENT
Governing Law: Arizona Date: 8/13/2004

STOCK PURCHASE AGREEMENT, Parties: renegade venture nev corp , ralph garcia , michele barkan

Exhibit 2.1

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STOCK PURCHASE AGREEMENT

AMONG

RENEGADE VENTURE CORPORATION

AND

RALPH GARCIA

AND

MICHELE BARKAN

JULY 15, 2004

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<PAGE>

TABLE OF CONTENTS

1. Definitions................................................................5

2. Purchase and Sale of Target Shares.........................................8

(a) Basic Transaction................................................8

(b) Purchase Price...................................................8

(d) Deliveries at Closing............................................9

3. Representations and Warranties Concerning Transaction......................9

(a) Sellers' Representations and Warranties..........................9

(b) Buyer's Representations and Warranties..........................10

4. Representations and Warranties Concerning Target and Its Subsidiaries.....10

(a) Organization, Qualification, and Corporate Power................10

(b) Capitalization..................................................10

(d) Brokers' Fees...................................................11

(e) Title to Assets.................................................11

(f) Financial Statements............................................11

(g) Events Subsequent to Most Recent Fiscal Year End................11

(h) Undisclosed Liabilities.........................................12

(i) Legal Compliance................................................12

(j) Tax Matters.....................................................13

(k) Leased Property.................................................13

(l) Tangible Assets.................................................15

(m) Inventory.......................................................15

(n) Contracts.......................................................15

(o) Notes and Accounts Receivable...................................16

(p) Powers of Attorney..............................................16

(q) Insurance.......................................................16

(r) Litigation......................................................16

(s) Product Warranty................................................16

(t) Product Liability...............................................17

(u) Employees.......................................................17

(v) Employee Benefits...............................................17

(w) Guaranties......................................................18

(x) Environmental, Health, and Safety Matters.......................18

(y) Business Continuity.............................................19

(z) Disclosure......................................................19

5. Pre-Closing Covenants.....................................................19

(a) General.........................................................19

(b) Operation of Business...........................................19

(d) Full Access.....................................................20

(e) Notice of Developments..........................................20

(f) Leases..........................................................20

(g) Tax Matters.....................................................20

6. Post-Closing Covenants..............................................20

(a) General.........................................................20

(b) Litigation Support..............................................20

(d) Confidentiality.................................................21

(e) Covenant Not to Compete.........................................21

(f) Buyer Notes.....................................................21

(g) Buyer Securities ...............................................22

<PAGE>

7. Conditions to Obligation to Close.........................................22

(a) Conditions to Buyer's Obligation................................22

(b) Conditions to Sellers' Obligation...............................23

8. Remedies for Breaches of This Agreement...................................23

(a) Survival of Representations and Warranties......................23

(b) Indemnification Provisions for Buyer's Benefit..................23

(d) Matters Involving Third Parties.................................24

(e) Determination of Adverse Consequences...........................25

(f) Other Indemniffication..........................................25

9. Tax Matters...............................................................25

(a) Tax Indemnification.............................................25

(b) Straddle Period.................................................26

(d) Refunds and Tax Benefits........................................26

(e) Cooperation on Tax Matters......................................26

(f) Tax Sharing Agreements..........................................27

(g) Certain Taxes and Fees..........................................27

10. Termination..............................................................27

(a) Termination of Agreement........................................27

(b) Effect of Termination...........................................27

11. Miscellaneous............................................................27

(a) Nature of Certain Obligations...................................27

(b) Press Releases and Public Announcements.........................27

(d) Entire Agreement................................................28

(e) Succession and Assignment.......................................28

(f) Counterparts....................................................28

(g) Headings........................................................28

(h) Notices.........................................................28

(i) Governing Law...................................................28

(j) Amendments and Waivers..........................................28

(k) Severability....................................................29

(l) Expenses........................................................29

(m) Construction....................................................29

(n) Incorporation of Exhibits, Annexes, and Schedules...............29

(o) Governing Language..............................................29

<PAGE>

EXHIBITS

Exhibit A - Buyer Note

Exhibit B - Buyer and Seller Certificates

Exhibit C - Certificate of Incorporation and By Laws of World Jet Corporation

DISCLOSURE SCHEDULE

4(a) - List of Officers and Directors of World Jet

4(b) - Authorized and Outstanding Stock of World Jet

4(f) - Financial Statements of World Jet

4(k) - Tax Returns of World Jet

4(k)(ii) - World Jet Sub-Lease

4(q) - Liability and Worker's Compensation Policies of World Jet

4(v) - Employee Benefit Plans of World Jet

<PAGE>

STOCK PURCHASE AGREEMENT

------------------------

This Stock Purchase Agreement (this "Agreement") entered into as of July

15, 2004 and effective January 1, 2004 (the "Effective Date"), by and among

Renegade Venture Corporation, a Nevada corporation ("Buyer"), and Ralph Garcia,

and adult individual and stockholder of World Jet Corporation and Michele

Barkan, an adult individual and stockholder of World Jet Corporation (each a

Seller and collectively, "Sellers"). Buyer and Sellers are referred to

collectively herein as the "Parties."

Sellers in the aggregate own all of the outstanding capital stock of World

Jet Corporation, a Nevada corporation ("Target").

This Agreement contemplates a transaction in which Buyer will purchase from

Sellers, and Sellers will sell to Buyer, all of the outstanding capital stock of

Target in return for cash, Buyer Notes and common stock of the Buyer.

Now, therefore, in consideration of the premises and the mutual promises

herein made, and in consideration of the representations, warranties, and

covenants herein contained, the Parties agree as follows.

1. Definitions.

"Accredited Investor" has the meaning set forth in Regulation D promulgated

under the Securities Act.

"Adverse Consequences" means all actions, suits, proceedings, hearings,

investigations, charges, complaints, claims, demands, injunctions, judgments,

orders, decrees, rulings, damages, dues, penalties, fines, costs, [reasonable

amounts paid in settlement], liabilities, obligations, taxes, liens, losses,

expenses, and fees, including court costs and [reasonable] attorneys' fees and

expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations

promulgated under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of Code

ss.1504(a) or any similar group defined under a similar provision of state,

local, or foreign law.

"Basis" means any past or present fact, situation, circumstance, status,

condition, activity, practice, plan, occurrence, event, incident, action,

failure to act, or transaction that forms or could form the basis for any

specified consequence.

"Buyer" has the meaning set forth in the preface above.

"Buyer Notes" has the meaning set forth in ss.2(b) below.

"Closing" has the meaning set forth in ss.2(c) below.

"Closing Date" has the meaning set forth in ss.2(c) below.

"Code" means the Internal Revenue Code of 1986, as amended.

"Confidential Information" means any information concerning the businesses

and affairs of the Target and its Subsidiaries that is not already generally

available to the public.

"Controlled Group" has the meaning set forth in Code ss.1563.

"Disclosure Schedule" has the meaning set forth in ss.4 below.

"Effective Date" shall mean January 1, 2004.

"Employee Benefit Plan" means any "employee benefit plan" (as such term is

defined in ERISA ss.3(3)) and any other [material] employee benefit plan,

program or arrangement of any kind.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA ss.3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA ss.3(1).

<PAGE>

"Environmental, Health, and Safety Requirements" shall mean all federal,

state, local, and foreign statutes, regulations, ordinances, and similar

provisions having the force or effect of law, all judicial and administrative

orders and determinations, and all common law concerning public health and

safety, worker health and safety, and pollution or protection of the

environment, including all those relating to the presence, use, production,

generation, handling, transportation, treatment, storage, disposal,

distribution, labeling, testing, processing, discharge, release, threatened

release, control, or cleanup of any hazardous materials, substances, or wastes,

chemical substances, or mixtures, pesticides, pollutants, contaminants, toxic

chemicals, petroleum products or byproducts, asbestos, polychlorinated

biphenyls, noise, or radiation.

"ERISA" means the Employee Retirement Income Security Act of 1974, as

amended.

"ERISA Affiliate" means each entity that is treated as a single employer

with the Target for purposes of Code ss.414.

"Fiduciary" has the meaning set forth in ERISA ss.3(21).

"Financial Statement" has the meaning set forth in ss.4(f) below.

"FIRPTA Affidavit" has the meaning set forth in ss.7(a) below.

"GAAP" means United States generally accepted accounting principles as in

effect from time to time, consistently applied.

"Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust Improvements

Act of 1976, as amended.

"Improvements" has the meaning set forth in ss.4(k) below.

"Income Tax" means any federal, state, local, or foreign income tax,

including any interest, penalty, or addition thereto, whether disputed or not.

"Income Tax Return" means any return, declaration, report, claim for

refund, or information return or statement relating to Income Taxes, including

any schedule or attachment thereto, and including any amendment thereof.

"Indemnified Party" has the meaning set forth in ss.8(d) below.

"Indemnifying Party" has the meaning set forth in ss.8(d) below.

"Intellectual Property" means all of the following in any jurisdiction

throughout the world: (a) all inventions (whether patentable or unpatentable and

whether or not reduced to practice), all improvements thereto, and all patents,

patent applications, and patent disclosures, together with all reissuances,

continuations, continuations-in-part, revisions, extensions, and reexaminations

thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade

names, corporate names, Internet domain names, and rights in telephone numbers,

together with all translations, adaptations, derivations, and combinations

thereof and including all goodwill associated therewith, and all applications,

registrations, and renewals in connection therewith, (c) all copyrightable

works, all copyrights, and all applications, registrations, and renewals in

connection therewith, (d) all mask works and all applications, registrations,

and renewals in connection therewith, (e) all trade secrets and confidential

business information (including ideas, research and development, know-how,

formulas, compositions, manufacturing and production processes and techniques,

technical data, designs, drawings, specifications, customer and supplier lists,

pricing and cost information, and business and marketing plans and proposals),

(f) all computer software (including source code, executable code, data,

databases, and related documentation), (g) all material advertising and

promotional materials, (h) all other proprietary rights, and (i) all copies and

tangible embodiments thereof (in whatever form or medium).

"Knowledge" means actual knowledge after reasonable investigation.

"Leased Real Property" means all leasehold or subleasehold estates and

other rights to use or occupy any land, buildings, structures, improvements,

fixtures, or other interest in real property held by any of Target or its

Subsidiaries.

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"Leases" means all leases, subleases, licenses, concessions and other

agreements (written or oral), including all amendments, extensions, renewals,

guaranties, and other agreements with respect thereto, pursuant to which any of

Target or its Subsidiaries holds any Leased Real Property.

"Lien" means any mortgage, pledge, lien, encumbrance, charge, or other

security interest[, other than (a) liens for taxes not yet due and payable [or

for taxes that the taxpayer is contesting in good faith through appropriate

proceedings], (b) purchase money liens and liens securing rental payments under

capital lease arrangements, and (c) other liens arising in the Ordinary Course

of Business and not incurred in connection with the borrowing of money].

"Material Adverse Effect" or "Material Adverse Change" means any effect or

change that would be materially adverse to the business, assets, condition

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

of Target and its Subsidiaries, taken as a whole, or on the ability of any Party

to consummate timely the transactions contemplated hereby.

"Most Recent Balance Sheet" means the balance sheet contained within the

Most Recent Financial Statements.

"Most Recent Financial Statements" has the meaning set forth in ss.4(f)

below.

"Most Recent Fiscal Month End" has the meaning set forth in ss.4(f) below.

"Most Recent Fiscal Year End" has the meaning set forth in ss.4(f) below.

"Multiemployer Plan" has the meaning set forth in ERISA ss.3(37).

"Ordinary Course of Business" means the ordinary course of business

consistent with past custom and practice (including with respect to quantity and

frequency).

"Party" has the meaning set forth in the preface above.

"PBGC" means the Pension Benefit Guaranty Corporation.

"Permitted Encumbrances" means with respect to each parcel of Real

Property: (a) real estate taxes, assessments and other governmental levies,

fees, or charges imposed with respect to such Real Property that (i) are not due

and payable as of the Closing Date or (ii) being contested in good faith and for

which appropriate reserves have been established in accordance with GAAP; (b)

mechanics' liens and similar liens for labor, materials, or supplies provided

with respect to such Real Property incurred in the Ordinary Course of Business

for amounts that (i) are not due and payable as of the Closing Date or (ii)

being contested in good faith which would not, individually or in the aggregate,

materially impair the use or occupancy of the Real Property or the operation of

the business of Target and its Subsidiaries as currently conducted on such Real

Property; (c) zoning, building codes, and other land use laws regulating the use

or occupancy of such Real Property or the activities conducted thereon that are

imposed by any governmental authority having jurisdiction over such Real

Property and are not violated by the current use or occupancy of such Real

Property or the operation of the business of the Target and its Subsidiaries as

currently conducted thereon; and (d) easements, covenants, conditions,

restrictions, and other similar matters of record affecting title to such Real

Property which do not or would not materially impair the use or occupancy of

such Real Property in the operation of the business of Target and its

Subsidiaries as currently conducted thereon.

"Person" means an individual, a partnership, a corporation, limited

liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization, any other business entity or a

governmental entity (or any department, agency, or political subdivision

thereof).

"Prohibited Transaction" has the meaning set forth in ERISA ss.406 and Code

ss.4975.

"Purchase Price" has the meaning set forth in ss.2(b) below.

"Real Property" has the meaning set forth in ss.4(k) below.

"Reportable Event" has the meaning set forth in ERISA ss.4043.

"Securities Act" means the Securities Act of 1933, as amended.

<PAGE>

"Securities Exchange Act" means the Securities Exchange Act of 1934,as

amended.

"Seller" has the meaning set forth in the preface above.

"Subsidiary" means, with respect to any Person, any corporation, limited

liability company, partnership, association, or other business entity of which

(i) if a corporation, a majority of the total voting power of shares of stock

entitled (without regard to the occurrence of any contingency) to vote in the

election of directors, managers, or trustees thereof is at the time owned or

controlled, directly or indirectly, by that Person or one or more of the other

Subsidiaries of that Person or a combination thereof or (ii) if a limited

liability company, partnership, association, or other business entity (other

than a corporation), a majority of partnership or other similar ownership

interest thereof is at the time owned or controlled, directly or indirectly, by

that Person or one or more Subsidiaries of that Person or a combination thereof

and for this purpose, a Person or Persons owns a majority ownership interest in

such a business entity (other than a corporation) if such Person or Persons

shall be allocated a majority of such business entity's gains or losses or shall

be or control any managing director or general partner of such business entity

(other than a corporation). The term "Subsidiary" shall include all Subsidiaries

of such Subsidiary.

"Systems" has the meaning set forth in ss.4(y) below.

"Target" has the meaning set forth in the preface above.

"Tax" means any federal, state, local, or foreign income, gross receipts,

license, payroll, employment, excise, severance, stamp, occupation, premium,

windfall profits, environmental (including taxes under Code ss.59A), customs

duties, capital stock, franchise, profits, withholding, social security (or

similar), unemployment, disability, real property, personal property, sales,

use, transfer, registration, value added, alternative or add-on minimum,

estimated, or other tax of any kind whatsoever, including any interest, penalty,

or addition thereto, whether disputed or not.

"Tax Benefits" has the meaning set forth in ss.8(e) below.

"Tax Return" means any return, declaration, report, claim for refund, or

information return or statement relating to Taxes, including any schedule or

attachment thereto, and including any amendment thereof.

2. Purchase and Sale of Target Shares.

(a) Basic Transaction. On and subject to the terms and conditions of this

Agreement, Buyer agrees to purchase from each Seller, and each Seller agrees to

sell to Buyer, all of his, her, or its Target Shares for the consideration

specified below in this ss.2.

(b) Purchase Price. Buyer agrees to pay to Sellers at the Closing Two

Million Fifty Thousand and 00/100 Dollars ($2,050,000.00) (the "Purchase Price")

by delivery of (i) its promissory note (the "Buyer Notes") in the form of

Exhibit A attached hereto in the aggregate principal amount of Three Hundred

Thousand and 00/100 Dollars ($300,000.00); (ii) cash in the amount of One

Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00) payable by

wire transfer or delivery of other immediately available funds; and (iii) the

balance of the Closing Purchase Price in the form of 1,000,000 restricted shares

(restricted until issuance of an effective registration statement with the SEC

and any applicable state laws or as otherwise restricted by federal or state

securities laws) of the common stock of Buyer (the "Buyer Securities") which,

for the purposes of this transaction, the Parties agree has a value of $0.50 per

share. The Purchase Price shall be allocated among Sellers in proportion to

their respective holdings of Target Shares as set forth in ss.4(b) of the

Disclosure Schedule. In addition to the payment of items 2b(i)-(iii) for the

purchase of Target, Buyer shall also, as part of the Purchase Price, assume and

pay Target's Income Tax liability for Target's fiscal year ending March 31,

2003.

(the "Closing") shall take place at the offices of Buyer in, Tucson, Arizona,

commencing at 9:00 a.m. local time on the [first] business day following the

satisfaction or waiver of all conditions to the obligations and items to be

delivered of the Parties to consummate the transactions contemplated hereby

(other than conditions with respect to actions the respective Parties will take

at the Closing itself) or such other date as Buyer and Sellers may mutually

determine (the "Closing Date"); provided, however, that the Closing Date shall

be no later than July 29, 2004.

<PAGE>

(d) Deliveries at Closing. At the Closing, (i) Sellers will deliver to

Buyer the various certificates, instruments, and documents referred to in

ss.7(a) below, (ii) Buyer will deliver to Sellers the various certificates,

instruments, and documents referred to in ss.7(b) below, (iii) each Seller will

deliver to Buyer stock certificates representing all of his, her, or its Target

Shares, endorsed in blank or accompanied by duly executed assignment documents,

and (iv) Buyer will deliver to each Seller the consideration specified in

ss.2(b) above.

3. Representations and Warranties Concerning Transaction.

(a) Sellers' Representations and Warranties. Each Seller represents and

warrants to Buyer that the statements contained in this ss.3(a) are correct and

complete as of the date of this Agreement and will be correct and complete as of

the Closing Date (as though made then and as though the Closing Date were

substituted for the date of this Agreement throughout this ss.3(a)) with respect

to himself, herself, or itself, except as set forth in Annex I attached hereto.

(i) Organization of Certain Sellers. Seller (if a corporation or other

entity) is duly organized, validly existing, and in good standing under the

laws of the jurisdiction of its incorporation (or other formation).

(ii) Authorization of Transaction. Seller has full power and authority

(including full corporate or other entity power and authority) to execute

and deliver this Agreement and to perform his, her, or its obligations

hereunder. This Agreement constitutes the valid and legally binding

obligation of Seller, enforceable in accordance with its terms and

conditions. Seller need not give any notice to, make any filing with, or

obtain any authorization, consent, or approval of any government or

governmental agency in order to consummate the transactions contemplated by

this Agreement. The execution, delivery and performance of this Agreement

and all other agreements contemplated hereby have been duly authorized by

Seller.

(iii) Noncontravention. Neither the execution and the delivery of this

Agreement, nor the consummation of the transactions contemplated hereby,

will (A) violate any constitution, statute, regulation, rule, injunction,

judgment, order, decree, ruling, charge, or other restriction of any

government, governmental agency, or court to which Seller is subject or, if

Seller is an entity, any provision of its charter, bylaws or other

governing documents, (B) conflict with, result in a breach of, constitute a

default under, result in the acceleration of, create in any party the right

to accelerate, terminate, modify, or cancel, or require any notice under

any agreement, contract, lease, license, instrument, or other arrangement

to which Seller is a party or by which he, she, or it is bound or to which

any of his or its assets is subject, or (C) result in the imposition or

creation of a Lien upon or with respect to Target Shares.

(iv) Brokers' Fees. Seller has no liability or obligation to pay any

fees or commissions to any broker, finder, or agent with respect to the

transactions contemplated by this Agreement.

(v) Investment. Seller (A) understands that the Buyer Notes and the

Buyer Securities have not been, and will not be, registered under the

Securities Act, or under any state securities laws, and are being offered

and sold in reliance upon federal and state exemptions for transactions not

involving any public offering, (B) is acquiring the Buyer Notes and the

Buyer Securities solely for his or its own account for investment purposes,

and not with a view to the distribution thereof, (C) is a sophisticated

investor with knowledge and experience in business and financial matters,

(D) has received certain information concerning Buyer and has had the

opportunity to obtain additional information as desired in order to

evaluate the merits and the risks inherent in holding the Buyer Notes, (E)

is able to bear the economic risk and lack of liquidity inherent in holding

the Buyer Notes, and (F) is an Accredited Investor for the reasons set

forth on Annex I.

(vi) Target Shares. Seller holds of record and owns beneficially the

number of Target Shares set forth next to his, her, or its name in ss.4(b)

of the Disclosure Schedule, free and clear of any restrictions on transfer

(other than any restrictions under the Securities Act and state securities

laws), taxes, Liens, options, warrants, purchase rights, contracts,

<PAGE>

commitments, equities, claims, and demands. Seller is not a party to any

option, warrant, purchase right, or other contract or commitment that could

require Seller to sell, transfer, or otherwise dispose of any capital stock

of Target (other than this Agreement). Seller is not a party to any voting

trust, proxy, or other agreement or understanding with respect to the

voting of any capital stock of Target.

(b) Buyer's Representations and Warranties. Buyer represents and warrants

to Sellers that the statements contained in this ss.3(b) are correct and

complete as of the date of this Agreement and will be correct and complete as of

the Closing Date (as though made then and as though the Closing Date were

substituted for the date of this Agreement throughout this ss.3(b)), except as

set forth in Annex II attached hereto.

(i) Organization of Buyer. Buyer is a corporation (or other entity)

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

the jurisdiction of its incorporation (or other formation).

(ii) Authorization of Transaction. Buyer has full power and authority

(including full corporate or other entity power and authority) to execute

and deliver this Agreement and to perform its obligations hereunder. This

Agreement constitutes the valid and legally binding obligation of Buyer,

enforceable in accordance with its terms and conditions. Buyer need not

give any notice to, make any filing with, or obtain any authorization,

consent, or approval of any government or governmental agency in order to

consummate the transactions contemplated by this Agreement. The execution,

delivery and performance of this Agreement and all other agreements

contemplated hereby have been duly authorized by Buyer.

(iii) Noncontravention. Neither the execution and the delivery of this

Agreement, nor the consummation of the transactions contemplated hereby,

will (A) violate any constitution, statute, regulation, rule, injunction,

judgment, order, decree, ruling, charge, or other restriction of any

government, governmental agency, or court to which Buyer is subject or any

provision of its charter, bylaws, or other governing documents or (B)

conflict with, result in a breach of, constitute a default under, result in

the acceleration of, create in any party the right to accelerate,

terminate, modify, or cancel, or require any notice under any agreement,

contract, lease, license, instrument, or other arrangement to which Buyer

is a party or by which it is bound or to which any of its assets is

subject.

(iv) Brokers' Fees. Buyer has no liability or obligation to pay any

fees or commissions to any broker, finder, or agent with respect to the

transactions contemplated by this Agreement.

(v) Investment. Buyer is not acquiring Target Shares with a view to or

for sale in connection with any distribution thereof within the meaning of

the Securities Act.

4. Representations and Warranties Concerning Target and Its Subsidiaries.

Sellers represent and warrant to Buyer that the statements contained in this

ss.4 are correct and complete as of the date of this Agreement and will be

correct and complete as of the Closing Date (as though made then and as though

the Closing Date were substituted for the date of this Agreement throughout this

ss.4), except as set forth in the disclosure schedule delivered by Sellers to

Buyer on the date hereof and initialed by the Parties (the "Disclosure

Schedule"). The Disclosure Schedule will be arranged in paragraphs corresponding

to the lettered and numbered paragraphs contained in this ss.4.

(a) Organization, Qualification, and Corporate Power. Target is a

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

laws of the jurisdiction of its incorporation. Target is duly authorized to

conduct business and is in good standing under the laws of each jurisdiction

where such qualification is required, except where the lack of such

qualification would not have a Material Adverse Effect. Target has full

corporate power and authority to carry on the businesses in which it is engaged

and to own and use the properties owned and used by it. ss.4(a) of the

Disclosure Schedule lists the directors and officers of Target.

(b) Capitalization. The entire authorized capital stock of Target consists

of 25,000 Target Shares, of which 25,000 Target Shares are issued and

outstanding. All of the issued and outstanding Target Shares have been duly

authorized, are validly issued, fully paid, and nonassessable, and are held of

<PAGE>

record by the respective Sellers as set forth in ss.4(b) of the Disclosure

Schedule. There are no outstanding or authorized options, warrants, purchase

rights, subscription rights, conversion rights, exchange rights, or other

contracts or commitments that could require Target to issue, sell, or otherwise

cause to become outstanding any of its capital stock. There are no outstanding

or authorized stock appreciation, phantom stock, profit participation, or

similar rights with respect to Target. There are no voting trusts, proxies, or

other agreements or understandings with respect to the voting of the capital

stock of Target.

Agreement, nor the consummation of the transactions contemplated hereby, will

(i) violate any constitution, statute, regulation, rule, injunction, judgment,

order, decree, ruling, charge, or other restriction of any government,

governmental agency, or court to which any of Target and its Subsidiaries is

subject or any provision of the charter or bylaws of any of Target or (ii)

conflict with, result in a breach of, constitute a default under, result in the

acceleration of, create in any party the right to accelerate, terminate, modify,

or cancel, or require any notice under any agreement, contract, lease, license,

instrument, or other arrangement to which Target is a party or by which it is

bound or to which any of its assets is subject (or result in the imposition of

any Lien upon any of its assets), except where the violation, conflict, breach,

default, acceleration, termination, modification, cancellation, failure to give

notice, or Lien would not have a Material Adverse Effect. Target does not need

to give any notice to, make any filing with, or obtain any authorization,

consent, or approval of any government or governmental agency in order for the

Parties to consummate the transactions contemplated by this Agreement, except

where the failure to give notice, to file, or to obtain any authorization,

consent, or approval would not have a Material Adverse Effect.

(d) Brokers' Fees. Target does not have any liability or obligation to pay

any fees or commissions to any broker, finder, or agent with respect to the

transactions contemplated by this Agreement.

(e) Title to Assets. Target has good and marketable title to, or a valid

leasehold interest in, the properties and assets used by them, located on their

premises, or shown on the Most Recent Balance Sheet or acquired after the date

thereof, free and clear of all Liens, except for properties and assets disposed

of in the Ordinary Course of Business since the date of the Most Recent Balance

Sheet.

(f) Financial Statements. Attached hereto as Exhibit B are the following

financial statements (collectively the "Financial Statements"): (i) unaudited

balance sheets and statements of income, changes in stockholders' equity, and

cash flow as of and for the fiscal years ended March 31, 2001, March 31, 2002,

and March 31, 2003 (the "Most Recent Fiscal Year End") for Target; and (ii)

unaudited balance sheets and statements of income, changes in stockholders'

equity, and cash flow (the "Most Recent Financial Statements") as of and for the

months ended April 2004, May 2004 and June 2004 (the "Most Recent Fiscal Month

End") for Target. The Financial Statements (including the notes thereto) have

been prepared in accordance with GAAP applied on a consistent basis throughout

the periods covered thereby and present fairly the financial condition of Target

as of such dates and the results of operations of Target for such periods;

provided, however, that the Most Recent Financial Statements are subject to

normal year-end adjustments (which will not be material individually or in the

aggregate) and lack footnotes and other presentation items.

(g) Events Subsequent to Most Recent Fiscal Year End. Since the Most Recent

Fiscal Year End, there has not been any Material Adverse Change. Without

limiting the generality of the foregoing, since that date:

(i) Target has not sold, leased, transferred, or assigned any material

assets, tangible or intangible, outside the Ordinary Course of Business;

(ii) Target has not entered into any material agreement, contract,

lease, or license outside the Ordinary Course of Business;

(iii) no party (including Target) has accelerated, terminated, made

material modifications to, or canceled any material agreement, contract,

lease, or license to which Target Subsidiaries is a party or by which any

of them is bound;

(iv) Target has not imposed any Lien upon any of its assets, tangible

or intangible;

<PAGE>

(v) Target has not made any material capital expenditures outside the

Ordinary Course of Business;

(vi) Target has not made any material capital investment in, or any

material loan to, any other Person outside the Ordinary Course of Business;

(vii) Target has not created, incurred, assumed, or guaranteed more

than $250,000.00 in aggregate indebtedness for borrowed money and

capitalized lease obligations;

(viii) Target has not transferred, assigned, or granted any license or

sublicense of any material rights under or with respect to any Intellectual

Property;

(ix) there has been no change made or authorized in the charter or

bylaws of any of Target;

(x) Target has not issued, sold, or otherwise disposed of any of its

capital stock, or granted any options, warrants, or other rights to

purchase or obtain (including upon conversion, exchange, or exercise) any

of its capital stock;

(xi) Target has not declared, set aside, or paid any dividend or made

any distribution with respect to its capital stock (whether in cash or in

kind) or redeemed, purchased, or otherwise acquired any of its capital

stock;

(xii) Target has not experienced any material damage, destruction, or

loss (whether or not covered by insurance) to its property;

(xiii) Target has not made any loan to, or entered into any other

transaction with, any of its directors, officers, and employees outside the

Ordinary Course of Business;

(xiv) Target has not entered into any employment contract or

collective bargaining agreement, written or oral, or modified the terms of

any existing such contract or agreement;

(xv) Target has not granted any increase in the base compensation of

any of its directors, officers, and employees outside the Ordinary Course

of Business;

(xvi) Target has not adopted, amended, modified, or terminated any

bonus, profit sharing, incentive, severance, or other plan, contract, or

commitment for the benefit of any of its directors, officers, and employees

(or taken any such action with respect to any other Employee Benefit Plan);

(xvii) Target has not made any other material change in employment

terms for any of its directors, officers, and employees outside the

Ordinary Course of Business;

(xviii) Target has not made any loans or advances of money except for

loans to AM Trading, Inc. as set forth in the Disclosure Schedule; and

(xix) Target has not committed to any of the foregoing.

(h) Undisclosed Liabilities. Target does not have any material liability

(whether known or unknown, whether asserted or unasserted, whether absolute or

contingent, whether accrued or unaccrued, whether liquidated or unliquidated,

and whether due or to become due, including any liability for taxes), except for

(i) liabilities set forth on the face of the Most Recent Balance Sheet (rather

than in any notes thereto); (ii) liabilities which have arisen after the Most

Recent Fiscal Month End in the Ordinary Course of Business; and (iii) the Income

Tax liability for Target's fiscal year end March 31, 2003 which is expressly

assumed by Buyer..

(i) Legal Compliance. Target has complied with all applicable laws

(including rules, regulations, codes, plans, injunctions, judgments, orders,

decrees, rulings, and charges thereunder and including the Foreign Corrupt

Practices Act, 15 U.S.C. 78dd-1, et. seq.) of federal, state, local, and foreign

governments (and all agencies thereof), and no action, suit, proceeding,

hearing, investigation, charge, complaint, claim, demand, or notice has been

filed or commenced against any of them alleging any failure so to comply, except

where the failure to comply would not have a Material Adverse Effect.

<PAGE>

(j) Tax Matters.

(i) Target has filed all federal Income Tax Returns and all other

material Tax Returns that it was required to file. All such Tax Returns

were correct and complete in all material respects. All Income Taxes due

and owing by Target (whether or not shown on any Tax Return) have been paid

for all fiscal years except for the Income Taxes due and owing for the

fiscal year ending March 31, 2003, which shall be assumed and paid by the

Buyer pursuant to this Agreement. There are no Liens for Taxes (other than

Taxes not yet due and payable) upon any of the assets of Target.

(ii) There is no material dispute or claim concerning any Tax

liability of Target either (A) claimed or raised by any authority in

writing or (B) as to which any of Sellers and the directors and officers of

Target has Knowledge based upon personal contact with any agent of such

authority.

(iii) ss.4(k) of the Disclosure Schedule lists all federal, state,

local, and foreign Tax Returns filed with respect to Target for taxable

periods ended on or after March 31, 2001, indicates those Tax Returns that

have been audited, and indicates those Tax Returns that currently are the

subject of audit. Sellers have delivered to Buyer correct and complete

copies of all federal Income Tax Returns, examination reports, and

statements of deficiencies assessed against, or agreed to by Target since

March 31, 2001. Target has not waived any statute of limitations in respect

of Taxes or agreed to any extension of time with respect to a Tax

assessment or deficiency.

(iv) Target has not filed a consent under Code ss.341(f) concerning

collapsible corporations. Target is not a party to any agreement, contract,

arrangement, or plan that has resulted or would result, separately or in

the aggregate, in the payment of any "excess parachute payment" within the

meaning of Code ss.280G (or any corresponding provision of state, local, or

foreign Tax law). Target has not been a United States real property holding

corporation within the meaning of Code ss.897(c)(2) during the applicable

period specified in Code ss.897(c)(1)(A)(ii). Target is not a party to or

bound by any tax allocation or sharing agreement. Target (A) has not been a

member of an Affiliated Group filing a consolidated federal Income Tax

Return (other than a group the common parent of which was Target) or (B)

has no liability for the Taxes of any Person (other than Target) under Reg.

ss.1.1502-6 (or any similar provision of state, local, or foreign law), as

a transferee or successor, by contract, or otherwise.

(v) The unpaid Taxes of Target (A) did not, as of the Most Recent

Fiscal Month End, exceed the reserve for Tax liability (rather than any

reserve for deferred Taxes established to reflect timing differences

between book and Tax income) set forth on the face of the Most Recent

Balance Sheet (rather than in any notes thereto) and (B) will not exceed

that reserve as adjusted for operations and transactions through the

Closing Date in accordance with the past custom and practice of Target in

filing its Tax Returns.

(vi) Target will not be required to include any item of income in, or

exclude any item of deduction from, taxable income for any taxable period

(or portion thereof) ending after the Closing Date as a result of any (A)

change in method of accounting for a taxable period ending on or prior to

the Closing Date; (B) "closing agreement" as described in Code ss.7121 (or

any corresponding or similar provision of state, local or foreign income

Tax law) executed on or prior to the Closing Date; (C) intercompany

transactions or any excess loss account described in Treasury Regulations

under Code ss.1502 (or any corresponding or similar provision of state,

local or foreign income Tax law); (D) installment sale or open transaction

disposition made on or prior to the Closing Date; or (E) prepaid amount

received on or prior to the Closing Date.

(k) Leased Property.

(i) ss.4(k)(ii) of the Disclosure Schedule sets forth the address of

each parcel of Leased Real Property, and a true and complete list of all

Leases for each such Leased Real Property (including the date and name of

the parties to such Lease document). Sellers have delivered to Buyer a true

and complete copy of each such Lease document, and in the case of any oral

<PAGE>

Lease, a written summary of the material terms of such Lease. Except as set

forth in ss.4(k)(ii) of the Disclosure Schedule, with respect to each of

the Leases:

(A) such Lease is legal, valid, binding, enforceable and in

full force and effect;

(B) the transaction contemplated by this Agreement does not

require the consent of any other party to such Lease (except for those

Leases for which Lease Consents (as hereinafter defined) are

obtained), will not result in a breach of or default under such Lease,

and will not otherwise cause such Lease to cease to be legal, valid,

binding, enforceable and in full force and effect on identical terms

following the Closing;

Real Property under such Lease has not been disturbed and, to the

Knowledge of Sellers and the directors and officers of Target, there

are no disputes with respect to such Lease;

(D) to the Knowledge of Sellers and the directors and

officers of Target, neither Target, or any other party to the Lease is

in breach or default under such Lease, and, to the Knowledge of

Sellers and the directors and officers of Target, no event has

occurred or circumstance exists which, with the delivery of notice,

the passage of time or both, would constitute such a breach or

default, or permit the termination, modification or acceleration of

rent under such Lease;

(E) no security deposit or portion thereof deposited with

respect to such Lease has been applied in respect of a breach or

default under such Lease which has not been redeposited in full;

(F) Target does not owe, or will owe in the future, any

brokerage commissions or finder's fees with respect to such Lease;

(G) the other party to such Lease is not an affiliate of,

and otherwise does not have any economic interest in Target;

(H) Target has not subleased, licensed or otherwise granted

any Person the right to use or occupy such Leased Real Property or any

portion thereof; and

(I) Target has not collaterally assigned or granted any

other Lien in such Lease or any interest therein.

(ii) The Leased Real Property identified in ss.4(k)(ii) of the

Disclosure Schedule (collectively, the "Real Property") comprise all of the

real property used or intended to be used in the business of Target; and

Target is not a party to any agreement or option to purchase any real

property or interest therein.

(iii) All buildings, structures, fixtures, building systems and

equipment, and all components thereof, included in the Real Property (the

"Improvements") are in good condition and repair and sufficient for the

operation of the business of Target. There are no facts or conditions

affecting any of the Improvements which would, individually or in the

aggregate, interfere in any material respect with the use or occupancy of

the Improvements or any portion thereof in the operation of the business of

Target as currently conducted thereon.

(iv) Target has not received written notice of any condemnation,

expropriation or other proceeding in eminent domain affecting any parcel of

Leased Real Property or any portion thereof or interest therein. [To the

Knowledge of Sellers and the directors and officers of Target there is no

injunction, decree, order, writ or judgment outstanding, nor any claims,

litigation, administrative actions or similar proceedings, pending or

threatened, relating to the ownership, lease, use or occupancy of the

Leased Real Property or any portion thereof, or the operation of the

business of Target as currently conducted thereon.]

(v) To the Knowledge of Se

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