STOCK PURCHASE AGREEMENT

Stock Purchase Agreement

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This Stock Purchase Agreement involves

MT ULTIMATE HEALTHCARE CORP | ITECHEXPRESS, INC., | DRUG CONSULTANTS, INC., | SENIOR HOSPITALITY CORPORATION, | CARL E. ROWE,

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Title: STOCK PURCHASE AGREEMENT
Governing Law: California Date: 11/14/2005
Law Firm: August Law Group, P.C.; Best Best & Krieger LLP

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (the "Agreement"), is made and entered into as

of the 7th day of November, 2005, by and among ITECHEXPRESS, INC., a

corporation organized and existing under the laws of the State of Nevada (the

"Buyer"), DRUG CONSULTANTS, INC., a corporation organized and existing under

the laws of the State of California (the "Company"), SENIOR HOSPITALITY

CORPORATION, a nonprofit public benefit corporation organized and existing

under the laws of the State of California ("SHC"), and CARL E. ROWE, a married

individual ("Rowe" and together with the Company and SHC, collectively, the

"Sellers").

W I T N E S S E T H:

WHEREAS, SHC owns and holds all of the issued and outstanding shares of

the capital common stock of the Company (the "Company Shares"); and

WHEREAS, Buyer desires to acquire the Company, and SHC wishes to sell

and transfer to the Buyer all of the Company Shares owned by it, in accordance

with and subject to the terms and conditions set forth herein;

WHEREAS, the parties hereto desire to enter into this Agreement pursuant

to which Buyer will purchase from SHC all of the issued and outstanding

Company Shares in consideration for the purchase price set forth in Section

2.2 of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual

promises, representations, warranties and covenants hereinafter set forth, and

for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties, intending to be legally bound,

hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. The following words shall have the respective meanings

given to them in this Article 1.

1.1.1 "Accounts Receivable" has the meaning set forth in Section 3.8

of this Agreement.

1.1.2 "Action" has the meaning set forth in Section 3.11 of this

Agreement.

1.1.3 "Affiliate" means with respect to any Person, any other Person

which is controlling, controlled by, or under common control with, directly or

indirectly, the Person referred to, and, if the Person referred to is a

natural Person, any member of such Person's immediate family. The term

"control" (including, with correlative meaning, the terms "controlled by" and

"under common control with") as used with respect to any Person, means the

possession, directly or indirectly, of the power to direct or cause the

direction of the management and policies of such Person, whether through the

ownership of voting securities, by contract or otherwise.

1.1.4 "Agreement" means this Agreement as executed on the date hereof

and as amended or supplemented in accordance with the terms hereof, including

all Schedules and Exhibits attached hereto.

1.1.5 "Business" means any and all business activities in which the

Company is engaged, as such business has been and is conducted by the Company

on the date hereof and as of the Effective Time.

1.1.6 "Business Days" has the meaning set forth in Section 1.2.1(i) of

this Agreement.

1.1.7 "Buyer" has the meaning set forth in the Preamble to this

Agreement.

1.1.8 "Cap" has the meaning set forth in Section 9.8(b) of this

Agreement.

1.1.9 "Cash Payment" has the meaning set forth in Section 2.2 of this

Agreement.

1.1.10 "Closing" means the consummation of the transactions

contemplated by this Agreement, as provided for in Section 2.3 of this

Agreement.

1.1.11 "Closing Balance Sheet" means the Financial Statements of the

Company as of the Closing.

1.1.12 "Closing Date" means the date on which the Closing occurs in

accordance with this Agreement.

1.1.13 "Code" means the Internal Revenue Code of 1986, as amended from

time to time.

1.1.14 "Company" has the meaning set forth in the Recitals to this

Agreement.

1.1.15 "Company Shares" means the shares of the Company's common stock

to be sold by SHC to Buyer hereunder.

1.1.16 "Confidential Information" has the meaning set forth in Section

6.1 of this Agreement.

1.1.17 "Contract" means any written contract, agreement, arrangement,

understanding, lease, indenture, mortgage, deed of trust, evidence of

indebtedness, commitment or instrument, open purchase order or offer, to which

the Company is a party or by which it or any of its assets is bound.

1.1.18 "Effective Time" means the effective time of the Closing,

which shall be deemed to be as of 12:01 a.m. Pacific Time on the Closing Date.

1.1.19 "Employment Agreements" means (a) a part-time consulting

agreement for Rowe for a period of twelve (12) months, at a salary of $8,000

per month, in such form as the Parties shall mutually agree at or prior to the

Closing for a period of not less than twelve (12) months following the

Closing; and (b) that certain employment agreement, dated October 26, 2004,

for Teodoro Eguia, to serve as Account Manager for the Company, which Buyer

will continue in full force and effect on and after the Closing.

1.1.20 "Environmental Claim(s)" means all Actions, Liens, or Orders

asserted by a Person other than Buyer, any of Sellers, or any of its

Affiliates, and arising out of any violation or alleged violation of any

Environmental Laws or Environmental Permits, including, but not limited to,

(i) any and all Actions, Liens, or Orders asserted by a Government for

enforcement, cleanup, removal, response, closure, remedial or other actions,

or damages pursuant to any applicable Environmental Laws or Environmental

Permits, and (ii) any and all Actions, Liens, or Orders asserted by a Person

other than Buyer, any of Sellers, or any of its Affiliates, arising out of any

violation or alleged violation of any Environmental Laws or Environmental

Permits, seeking damages, contribution, indemnification, cost recovery,

compensation, private or Governmental enforcement, or injunctive relief

resulting from Hazardous Materials.

1.1.21 "Environmental Law" means all applicable laws, statutes,

enactments, orders, regulations, rules and ordinances of any Government

relating to pollution or protection of human health, safety, the environment,

natural resources or laws relating to releases or threatened releases of

Hazardous Materials into the indoor or outdoor environment (including, without

limitation, ambient air, surface water, groundwater, land, surface and

subsurface strata) or otherwise relating to the manufacture, generation,

processing, distribution, use, treatment, storage, release, transport,

disposal or handling of Hazardous Materials.

1.1.22 "Environmental Permits" means all permits, registrations,

approvals, licenses, filings and submissions to any Government or other

authority required by or made by or on behalf of the Company under or pursuant

to any Environmental Law.

1.1.23 "Environmental Property" means any assets or real property

currently or previously owned, leased, operated or used by the Company or any

Affiliate thereof to the extent liability for an Environmental Claim could be

asserted against the Company under any applicable Environmental Law.

1.1.24 "ERISA" means the Employee Retirement Income Security Act of

1974, as amended.

1.1.25 "Financial Statements" means (a) the unaudited balance sheets

of the Company as of December 31, 2004; (b) the unaudited balance sheets of

the Company for the fiscal quarters ended March 30, 2005, and June 30, 2005

(the "Interim Financial Statements"); and (c) the related unaudited annual and

quarterly statements of earnings, stockholders' equity, changes in financial

position and cash flows for the respective periods then ended, together, as

to all the foregoing, with any notes or schedules thereto.

1.1.26 "GAAP" means the accounting principles generally accepted in

the United States, including as set forth in the opinions and pronouncements

of the Accounting Principles Board of the American Institute of Certified

Public Accountants and statements and pronouncements of the Financial

Accounting Standards Board, applied consistently throughout the periods

involved.

1.1.27 "Government" means the United States of America, any state, any

possession, territory, local, county, district, city or other governmental

unit or subdivision, and any branch, entity, agency, or judicial body of any

of the foregoing.

1.1.28 "Hazardous Materials" means any chemicals, materials, other

substances or wastes, in any amount or concentration, which are "hazardous

substances," "hazardous wastes," "hazardous materials," "extremely hazardous

wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants"

or words of similar import, and/or which are defined or regulated as

dangerous, toxic, explosive, corrosive, flammable, infectious, radioactive,

carcinogenic, mutagenic or otherwise hazardous or as a pollutant or

contaminant, in each case under any applicable Environmental Law.

1.1.29 "Income Taxes" means any Tax imposed upon or measured by net

income or gross income (excluding any Tax based solely on gross receipts)

including any interest, penalty, or additions thereto, whether disputed or

not.

1.1.30 "Indemnified Person" means a person entitled to indemnification

pursuant to Article 9 of this Agreement.

1.1.31 "Indemnifying Party" means the party required to indemnify and

hold harmless such Indemnified Person.

1.1.32 "Intellectual Property" means all intellectual property owned

or used by the Company, including, without limitation, all:

(a) inventions, models, designs, developments, ideas, concepts,

shop rights, proprietary processes and formulae, and items of proprietary

know-how, information or data whether or not patentable, whether or not

reduced to practice or whether or not yet made the subject of a pending patent

application or applications;

(b) ideas and conceptions of potentially patentable subject

matter, including, without limitation, any patent disclosures, whether or not

reduced to practice and whether or not yet made the subject of a pending

patent application or applications;

statutory invention registrations, patents, patent registrations and patent

applications (including all reissues, divisions, continuations,

continuations-in-part, extensions and reexaminations) and all rights therein

provided by multinational treaties or conventions and all improvements to the

inventions disclosed in each such registration, patent or application;

(d) trademarks, service marks, trade dress, logos, trade names,

domain names, business names and corporate names, whether or not registered,

including all common law rights and registrations and applications for

registration thereof, including, but not limited to, all marks registered in

the United States Patent and Trademark Office, and the trademark offices of

other nations throughout the world, and all rights therein provided by

multinational treaties or conventions,

(e) copyrights (registered or otherwise), copyrighted works,

mask works, derivative works, and registrations and applications for

registration thereof, and all rights therein provided by multinational

treaties or conventions;

(f) computer software, including, without limitation, source

code, operating systems and specifications, data, data bases, files, programs,

documentation and other materials related thereto;

(g) trade secrets and confidential, technical or business

information (including ideas, formulas, compositions, inventions, and

conceptions of inventions whether patentable or unpatentable and whether or

not reduced to practice);

(h) whether or not confidential, technology (including know-how

and show-how), manufacturing and production process and techniques, research

and development information, drawings, specifications, designs, plans,

proposals, technical data, copyrightable works, financial, marketing and

business data, projections, market studies, pricing and cost information,

business and marketing plans and prospects, customer and supplier lists and

information;

(i) copies and tangible embodiments of all of the foregoing, in

whatever form or medium;

(j) rights to obtain and rights to apply for patents, to claim

priority to earlier-filed patent applications, and to register trademarks and

copyrights;

(k) rights to sue and recover and retain damages and costs and

attorneys' fees for any present or past infringement of any of the

intellectual property rights set forth above;

(l) all intangible rights, in whatever form, recognized as

protectable intellectual property under the laws of any country; and

(m) all the goodwill associated with any of the foregoing, and

licenses, sublicenses, assignments, and agreements in respect of any of the

foregoing, in each case which are owned, used, licensed or assigned by or to

the Company.

1.1.35 "IRS" means the United States Internal Revenue Service.

1.1.36 "Knowledge" or "best knowledge" means actual knowledge by only

Rowe and Phillip C. Saucedo of facts or other information, after having made

(a) due inquiry of any other Person who is primarily responsible for, and/or

the primary custodian of records pertaining to, the subject matter as to which

such knowledge is being asserted, and (b) due investigation of all files and

records in their possession or control and pertaining to the subject matter as

to which such Knowledge is being asserted. The words "know," "knowing" and

"known" shall be construed accordingly.

1.1.37 "Law" means any statute, law, ordinance, decree, order,

injunction, rule, directive, or regulation of any Government or

quasi-governmental authority, and includes rules and regulations of any

regulatory or self-regulatory authority compliance with which is required by

any such statute, law, ordinance, decree, order, injunction, rule, directive,

or regulation.

1.1.38 "Leased Real Property" has the meaning set forth in Section

3.12(b) of this Agreement.

1.1.39 "Liabilities" or "Liability" means all debts, adverse claims,

liabilities and/or obligations, direct, indirect, absolute or contingent,

liquidated or unliquidated, whether accrued, vested or otherwise, and whether

or not reflected or required to be reflected on the financial statements of

the Company.

1.1.40 "Lien" means any lien, security interest, mortgage, indenture,

deed of trust, pledge, charge, adverse claim, easement, restriction or other

encumbrance, including, without limitation, any Liens arising pursuant to any

Environmental Law or in respect of any Tax.

1.1.41 "Losses" means any damages, losses, charges, liabilities,

claims, demands, actions, suits, proceedings, payments, judgments,

settlements, assessments, deficiencies, taxes, interest, penalties, and costs

and expenses, including removal costs, remediation costs, closure costs,

fines, penalties and expenses of investigation, reasonable attorneys' fees and

costs, and reasonable out of pocket disbursements.

1.1.42 "Material Adverse Effect" means any material adverse effect on

(a) the Business, properties, assets, liabilities, profits, operations,

results of operations or condition (financial or otherwise) of the Company, or

(b) the authority or ability of SHC, the Company, or Rowe to perform their

respective obligations under this Agreement, but shall not be deemed to

include (i) any adverse changes resulting from general economic, regulatory or

political conditions, (ii) circumstances that affect the healthcare registry

industry in which the Company operates generally, or (iii) any other event or

occurrence which would customarily be considered to be force majeure in

contracts of this type.

1.1.43 "Material Contracts" has the meaning set forth in Section

3.19(a) of this Agreement.

1.1.44 "Non-Income Taxes" means any Taxes other than Income Taxes.

1.1.45 "Note" has the meaning set forth in Section 2.2 of this

Agreement.

1.1.46 "Order" means an order, writ, injunction, or decree of any

court or Government.

1.1.47 "Ordinary Course" means, with respect to the Business of the

Company, only the ordinary course of commercial operations customarily engaged

in by the Company consistent with the Company's prior practices, and

specifically does not include (a) any activity (i) involving the purchase or

sale of the Company or of any product line or business unit of the Company,

(ii) involving modification or adoption of any Plan, or (iii) which requires

approval by the board of directors or shareholders of the Company, or (b) the

incurrence of any material Liability for any tort or any breach or violation

of or default under any Contract or Law.

1.1.48 "Party" or "Parties" means any one or more of the parties to

this Agreement, as the context may require.

1.1.49 "Permitted Liens" means, collectively, (a) Liens that are

disclosed in Schedule 1.1.47 attached hereto, (b) Liens for Taxes, fees,

levies, duties or other governmental charges of any kind which are not yet

delinquent or are being contested in good faith by appropriate proceedings,

materialmen, laborers, employees, suppliers or similar liens arising by

operation of law for amounts which are owed, but not yet delinquent, (d)

purchase money security interests relating to the acquisition of goods in the

Ordinary Course equal to, or less than, Five Thousand Dollars ($5,000) per

individual acquisition, (e) in the case of real property, any matters,

restrictions, covenants, conditions, limitations, rights, rights of way,

encumbrances, encroachments, reservations, easements, agreements and other

matters of record, such state of facts of which an accurate survey of the

property would reveal, and (f) Liens arising from or related to immaterial

indebtedness or capital leases of the Company equal to, or less than, Five

Thousand Dollars ($5,000) in each case.

1.1.50 "Person" shall be construed broadly and shall include an

individual, a partnership, a corporation, a limited liability company, an

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

unincorporated organization or a Government entity (or any department, agency

or political subdivision thereof).

1.1.51 "Plan" means any agreement, arrangement, plan, or policy,

whether or not written, that involves (a) any pension, retirement, profit

sharing, savings, deferred compensation, bonus, stock option, stock purchase,

phantom stock, health, welfare, or incentive plan; or (b) welfare or "fringe"

benefits, including without limitation vacation, holiday, severance,

disability, medical, hospitalization, dental, life and other insurance,

tuition, company car, club dues, sick leave, maternity, paternity or family

leave, or other benefits; or (c) any employment, consulting, engagement, or

retainer agreement.

1.1.52 "Pledge Agreement" has the meaning set forth in Section 2.2 of

this Agreement.

1.1.53 "Purchase Price" has the meaning given to it in Section 2.2 of

this Agreement.

1.1.54 "Real Property" means, collectively, the real property owned by

the Company and the Leased Real Property.

1.1.55 "Sellers" has the meaning set forth in the Preamble to this

Agreement.

1.1.56 "Sponsor" means any employer who is participating (or who has

participated) in any Plan.

1.1.57 "Tax" or "Taxes" means all taxes, charges, fees, levies, or

other like assessments, including without limitation, all federal, possession,

state, city, county and foreign (or governmental unit, agency, or political

subdivision of any of the foregoing) income, profits, employment (including

Social Security, unemployment insurance and employee income tax withholding),

franchise, gross receipts, sales, use, transfer, stamp, occupation, property,

capital, severance, premium, windfall profits, customs, duties, ad valorem,

value added and excise taxes; pension guaranty and other similar premiums; and

any other Government charges of the same or similar nature; including any

interest, penalty or addition thereto, whether disputed or not and including

any obligations to indemnify or otherwise assume or succeed to the Tax

Liability of any other Person. Any one of the foregoing Taxes shall be

referred to sometimes as a "Tax."

1.1.58 "Tax Returns" means all reports, estimates, declarations,

claims for refund, information statements and returns relating to or required

by Law to be filed by the Company in connection with any Taxes, and all

information returns (e.g., Form W-2, Form 1099) and reports relating to Taxes

and Taxes payable by, pursuant to, or in connection with, any Plans, including

any amendment or supplement thereof. Any one of the foregoing Tax Returns

shall be referred to sometimes as a "Tax Return."

1.2 Interpretation and Accounting Terms.

1.2.1 Interpretation.

(a) Whenever in this Agreement the terms "include," "includes,"

"including," and derivative or similar words, are used, they shall be

construed to be followed by the phrase "without limitation".

(b) Whenever in this Agreement the term "agreement" is used, it

shall be deemed to refer to binding agreements, commitments, leases,

contracts, contract rights, licenses and sublicense agreements, quotations,

purchase orders, customer orders, work orders and other executory rights.

legislation is referenced, such reference shall be deemed to include any and

all amendments thereto, as well as any successor legislation which may be

adopted subsequent to the date of this Agreement, and covering the same

subject matter or the referenced statute or legislation.

(d) Whenever in this Agreement the term "party to" is used in

regard to an agreement, it shall be construed as meaning "party to or bound

by".

(e) Wherever in this Agreement reference is made to a Schedule

"hereof", or "attached hereto", the contents of such Schedule shall be deemed

to be incorporated into this Agreement by reference, as an integral part of

this Agreement.

(f) The headings of the Articles, Sections and paragraphs of

this Agreement are inserted for convenience of reference only and shall not

constitute a part hereof.

(g) Each reference in this Agreement to an Article, Paragraph,

Section, Schedule or Exhibit, unless otherwise indicated, shall mean an

Article, Paragraph or Section of this Agreement or a Schedule or Exhibit

attached to this Agreement, respectively.

(h) Whenever in this Agreement the terms "hereof," "herein,"

"hereby," or derivative or similar words are used, such terms refer to this

entire Agreement.

(i) All references herein to "days" in this Agreement are to

consecutive calendar days unless the term "Business Days" (defined as days,

other than Saturdays, on which banks in Moreno Valley are open to the general

public) is specified.

(j) The language in all parts of this Agreement shall in all

cases be construed as a whole according to its fair meaning, strictly neither

for nor against any Party hereto, and without implying a presumption that the

terms thereof shall be more strictly construed against one Party by reason of

the rule of construction that a document is to be construed more strictly

against the Person who itself or through its representatives prepared the

same, it being agreed that representatives of both Parties have participated

in the preparation hereof.

(k) Whenever in this Agreement the singular is used, it shall

include the plural if the context so requires, and whenever the masculine

gender is used in this Agreement, it shall be construed as if the masculine,

feminine or neuter gender, respectively, has been used where the context so

dictates, with the rest of the sentence being construed as if the grammatical

and terminological changes thereby rendered necessary have been made.

(l) The disclosure of an item on a Schedule shall constitute

disclosure for purposes of this Agreement notwithstanding that the Schedule

may refer or relate to a certain provision.

1.3 Accounting Terms. All accounting terms used herein which are not

expressly defined in this Agreement shall have the respective meanings given

to them in accordance with GAAP, except to the extent otherwise defined by

this Agreement.

ARTICLE 2

COVENANTS AND UNDERTAKINGS

2.1 Purchase and Sale of Shares. Subject to the terms and conditions

hereinafter set forth, SHC shall, at Closing, sell, assign, transfer, convey

and deliver to Buyer such number of Company Shares as is set forth next to

SHC's name on said Schedule 2.1 attached hereto, which Company Shares when so

delivered shall be free and clear of all Liens. Such sale, assignment,

transfer, conveyance and delivery shall be evidenced by a share certificate

duly endorsed in blank.

2.2 Consideration for Sale of Company Shares. At the Closing, Buyer shall

pay to SHC the aggregate cash purchase price of One Million Eight Hundred

Thousand Dollars ($1,800,000) (the "Purchase Price"): of which One Million Six

Hundred Thousand Dollars ($1,600,000) shall be paid to SHC in immediately

available funds ("Cash Payment") pursuant to Section 8.5 hereof; and of which

Two Hundred Thousand Dollars ($200,000) shall be paid pursuant to that certain

Secured Promissory Note ("Note") in the form attached hereto at Exhibit A and

made a part hereof by this reference according to the following terms: one

payment of principal together with accrued but unpaid interest (accruing at

the rate of seven percent (7%) per annum) on or before the sixtieth (60th) day

following the Closing Date. The Note shall be secured by that certain Stock

Pledge Agreement, of even date herewith ("Pledge Agreement"), in the form

attached hereto at Exhibit B and made a part hereof by this reference.

2.3 The Closing. The Closing shall take place at such time when each

condition to Closing required hereunder herein, including, but not limited to,

the condition set forth in Section 8.5 hereof, shall have been fully-complied

with or waived, at 10:00 a.m. Pacific time on the Closing Date, at the offices

of Best Best & Krieger LLP, 3750 University Avenue, Suite 400, Riverside,

California 92501, or at such other time as the Parties may mutually agree in

writing. At or before the Closing, Sellers shall deliver or cause to be

delivered to Buyer the documents identified in Article 7 and Buyer shall

deliver or cause to be delivered to Sellers the documents identified in

Article 8.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Buyer, as of the date of

this Agreement and as of the Closing, that the statements contained in this

Article 3, are true and correct except for events, transactions or occurrences

expressly contemplated or required by this Agreement.

3.1 Corporate Existence and Power.

(a) The Company is a corporation validly existing and in good

standing under the laws of the State of California. The Company has made

available to Buyer true, complete and correct copies of its Articles of

Incorporation and Bylaws, as currently in effect.

(b) The Company has all requisite corporate power and authority

to own, lease and use its assets and to transact the Business, and holds all

authorizations, franchises, licenses and permits required therefor and all

such authorizations, franchises, licenses and permits are valid and

subsisting. The Company is in good standing in each of the jurisdiction(s)

where it is duly licensed or qualified to do business as a foreign corporation

and in any other jurisdiction where such license or qualification is required,

and is in good standing in each such jurisdiction, except for jurisdictions

where the failure to be so licensed or qualified would not, individually or in

the aggregate, have a Material Adverse Effect.

to execute and deliver this Agreement, to perform the Company's obligations

hereunder and in each Exhibit hereto, and to consummate the transactions

contemplated hereby and thereby.

3.2 Valid and Enforceable Agreement; Authorization; Non-contravention.

(a) This Agreement has been duly executed and delivered by the

Company, and constitutes a legal, valid and binding obligation of the Company,

enforceable against the Company in accordance with its terms, except as

enforceability may be limited by applicable bankruptcy, insolvency or other

laws affecting creditors rights.

(b) The execution and delivery of this Agreement and the

consummation of the transactions contemplated hereby do not require any

independent corporate action on the part of any of the Sellers other than SHC.

Company is not a party to, subject to or bound by any Contract, Law or Order

which does or would (i) conflict with or be breached or violated or its

obligations thereunder accelerated or increased (whether or not with notice or

lapse of time or both) by the execution, delivery or performance by Sellers of

this Agreement, or (ii) prevent the carrying out of the transactions

contemplated hereby. No permit, consent, waiver, approval or authorization

of, or declaration to or filing or registration with, any Government or third

party is required in connection with the execution, delivery or performance of

this Agreement by the Company, or the consummation the Company of the

transactions contemplated hereby, except for any such permits, consents,

waivers, approvals, authorizations, declarations, filings or registrations the

failure of which to obtain would not have a Material Adverse Effect. The

transactions contemplated hereby will not result in the creation of any Lien

against the Company or any of its properties or assets, nor in the

cancellation or modification of any license, agreement or arrangement to which

the Company is a party, except for any such cancellations or modifications

which would not, individually or in the aggregate, produce a Material Adverse

Effect.

3.3 Capitalization and Ownership.

(a) The authorized capital stock of the Company, and the name,

address and holdings of the record holder thereof are set forth in Schedule

2.1 attached hereto. All of the Company Shares were duly authorized and

validly issued, and are fully paid and non-assessable without restriction on

the right of transfer thereof (other than restrictions on transfer solely

pursuant to applicable state and federal securities laws). Except for the

Buyer's rights pursuant to this Agreement, or as otherwise set forth on

Schedule 3.3(a) attached hereto, (i) there are no authorized or outstanding

(A) securities of the Company other than the Company Shares, or (B) warrants,

preemptive rights, other rights, or options with respect to any securities of

the Company, and (ii) neither the Company nor any Seller is subject to any

obligation to issue, sell, deliver, redeem, exchange, convert, repurchase,

substitute or otherwise transfer, acquire or retire the Company Shares or any

other securities of the Company.

(b) The Company does not have any subsidiaries. Except as set

forth on Schedule 3.3(b) attached hereto, the Company does not directly or

indirectly own or have any capital stock or other equity interest in any other

Person (including, without limitation, any contractual, joint venture, profit

sharing or other similar quasi-equity arrangement), and there are no Contracts

to effect any of the foregoing to which the Company is a party.

3.4 Financial Statements. Attached hereto as Schedule 3.4 are the Financial

Statements. To the Company's Knowledge, the Financial Statements (i) have

been prepared from, and are in accordance with, the books and records of the

Company consistently applied, (ii) are complete and correct and in accordance

with such books and records, and (iii) present fairly the financial position

and results of operations of the Company in all material respects at the dates

and for the periods indicated.

3.5 Events Subsequent to December 31, 2004. Since December 31, 2004,

except as clearly reflected in the Interim Financial Statements or as set

forth on Schedule 3.5 attached hereto, there has been no:

(a) change in the business or condition (financial or

otherwise), operations or results of operations of the Company, or to the

Company's Knowledge, current prospects, other than changes in the Ordinary

Course (which changes have not, individually or in the aggregate, had a

Material Adverse Effect);

(b) damage, destruction or loss, whether covered by insurance or

not, affecting the tangible assets of the Company which individually exceeds

$25,000 or in the aggregate exceeds $100,000;

any of its suppliers, customers, distributors, employees, consultants,

lessors, licensors, licensees or other third parties;

(d) declaration, setting aside, or payment of any dividend or

any distribution (in cash or in kind) with respect to any securities of the

Company;

(e) sale or direct or indirect redemption, purchase or other

acquisition of securities of the Company;

(f) increase in or commitment to increase compensation,

benefits, or other remuneration to or for the benefit of any employee,

shareholder, director, officer, or agent of the Company, or any benefits

granted under any Plan with or for the benefit of any such employee, director,

officer, or agent, except for increases in salary, wages or benefits in the

Ordinary Course which individually exceeds $25,000 or in the aggregate exceeds

$100,000;

(g) accrual or arrangement, whether direct or indirect, for, or

payment of, bonuses or special compensation of any kind, or any severance or

termination pay, to any present or former officer, director, or employee of

the Company, other than in the Ordinary Course and provided that any such

accrual or arrangement does not individually exceed $25,000 or in the

aggregate exceed $100,000;

(h) labor dispute or activity or proceeding by a labor union or

threat thereof or other event or condition of any character that could have a

Material Adverse Effect;

(i) material transaction entered into or carried out by the

Company in connection with the Business other than in the Ordinary Course;

(j) borrowing or incurrence of any indebtedness (including

letters of credit and foreign exchange contracts), contingent or otherwise, by

or on behalf of the Company or any endorsement, assumption, or guarantee of

payment or performance of any such indebtedness or any Liabilities of any

other Person by or on behalf of the Company other than in the Ordinary Course

and provided that any such borrowing or incurrence of indebtedness does not

individually exceed $25,000 or in the aggregate exceed $100,000;

(k) change made by the Company with respect to its Tax or

financial accounting, or the making of any Tax election;

(l) grant of any Lien (other than a Permitted Liens) with

respect to the assets, properties or rights of the Company;

(m) transfer of any material assets, properties or rights

(tangible or intangible) of the Company, other than arm's-length sales,

leases, or dispositions in exchange for not less than the fair market value

thereof and in the Ordinary Course;

(n) issuance by the Company of any security, including without

limitation any option, warrant or right to receive any security;

(o) change in the authorized capital or outstanding securities

of the Company;

(p) payment of any obligation or liability (absolute or

contingent) by the Company, other than current liabilities reflected in or

shown on the Financial Statements and current liabilities incurred in the

Ordinary Course;

(q) change in any accounting methods or practices by the Company

(including, without limitation, any change in depreciation or amortization

methods, policies, or rates);

(r) entry into, or amendment, modification, or termination of,

any Material Contracts;

(s) waiver or release of any right or claim of the Company or

cancellation of any debts or claims, except in the Ordinary Course and

provided that any such waiver or release does not individually exceed $25,000

or in the aggregate exceed $100,000;

(t) capital expenditure by the Company individually exceeding

$25,000 or in the aggregate exceeding $100,000; and

(u) any agreement by, or board resolution authorizing, the

Company to do any of the foregoing items.

3.6 Undisclosed Liabilities.

(a) To the Company's Knowledge, it does not have any

Liabilities, except:

(i) those Liabilities identified on the Financial

Statements; or

(ii) as incurred in the Ordinary Course since the date of

the most recent Financial Statements.

(b) To the Company's Knowledge, except as disclosed herein,

there is no currently existing condition or circumstance which would

reasonably be expected to result in such a Liability which would have a

Material Adverse Effect.

3.7 Taxes.

(a) The Company has filed, or caused to be filed, on a timely

basis all Tax Returns and such Tax Returns are true, correct and complete in

all respects. Without limiting the foregoing, none of the Tax Returns

contains any position that is, or would be, subject to penalties under Section

6662 of the Code (or any corresponding provisions of state or local Tax law).

The Company has not entered into any "listed transactions" as defined in

Section 1.6011-4(b)(2) of the Treasury Regulations, and the Company has

properly disclosed all reportable transactions as required by Section 1.6011-4

of the Treasury Regulations.

(b) Schedule 3.7 attached hereto, lists all Tax Returns for

periods up to the Closing Date (whether or not the period ends on such date)

that have not been filed on or before the Closing Date. The Company currently

is not the beneficiary of any extension of time within which to file any Tax

Return.

fully paid when due and there are no grounds for the assertion or assessment

of additional Taxes against the Company or its assets.

(d) The Company has timely and properly withheld and paid all

Taxes required to have been withheld and paid in connection with any amounts

paid or owing to any employee, independent contractor, creditor, stockholder

or other third party, including, but not limited to, amounts required to be

withheld under Sections 1441 and 1442 of the Code.

(e) The Company has filed or caused to be filed with the

appropriate Government entity all unclaimed property reports required to be

filed and has remitted to the appropriate Government entity all unclaimed

property required to be remitted.

(f) There are no Liens for Taxes (other than for current Taxes

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

(g) The Company is not a party to or bound by any Tax indemnity,

Tax sharing, Tax allocation or other similar agreement.

(h) The Company (i) is not and never has been a member of an

"affiliated group" within the meaning of Section 1504 of the Code; and (ii)

does not have any Liability for the Taxes of any Person under Treasury

regulation Section 1.1502-6 (or similar provision of state or local law) as a

transferee or successor, by contract or otherwise.

(i) The Company is not a party to or a partner in any joint

venture, partnership or other arrangement or contract that is, or could be,

treated as a "partnership" for federal income tax purposes.

(j) The Company has not conducted business outside the State of

California in any manner that would subject it to the income tax of a state

other than the State of California. The Company does not have and has not had

a permanent establishment in any foreign country, as defined in any applicable

tax treaty or convention between the United States and such foreign country,

or any other presence in a foreign country, that could subject the Company to

income tax in such foreign country.

(k) Except as set forth in Schedule 3.7 attached hereto, no

federal, state, local or foreign Tax audits or administrative or judicial Tax

proceedings are pending or being conducted with respect to the Company.

(l) Except as set forth in Schedule 3.7 attached hereto, the

Company has not received from any federal, state, or local Tax authority

(including jurisdictions where the Company has not filed a Tax Return) any (i)

notice indicating an intent to open an audit or other review; (ii) request for

information related to Tax matters; or (iii) notice or deficiency or proposed

adjustment for any amount of Tax proposed, asserted, or assessed by any Tax

authority against the Company.

(m) The Company has not waived any statutes of limitation in

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

assessment or deficiency.

(n) True, correct and complete copies of all income Tax Returns,

Tax examination reports and statements of deficiencies assessed against, or

agreed to with respect to the Company with respect to the last three (3) years

with the IRS or any taxing authority have been made available to Buyer.

3.8 Accounts Receivable. The accounts receivable of the Company

(collectively, the "Accounts Receivable") are (to the extent not yet paid in

full) are valid, genuine and existing and arose or will have arisen from bona

fide sales of products or services actually made in the Ordinary Course. To

the Company's Knowledge and except as disclosed in Schedule 3.8 attached

hereto, the Accounts Receivable are not subject to, and the Company has

received no notice of, any counterclaim, set-off, defense or Lien with respect

to the Accounts Receivable. To the Company's Knowledge, except to the extent

of any reserve therefor on the Company's most recent balance sheet prior to

the Closing or to the extent paid prior to Closing, the Accounts Receivable

are and will at Closing be fully collectible. No agreement for deduction,

free goods, discount or deferred price or quantity adjustment has been made

with respect to any Accounts Receivable, except in the Ordinary Course.

3.9 Inventories; Consignment. The inventory held by the Company at any

location as of the Closing consists of a quantity and quality usable and

salable in the Ordinary Course. The Company does not hold any inventory or

materials on consignment or have title to any inventory or materials in the

possession of others except in the Ordinary Course.

3.10 No Breach of Law or Governing Document. The Company is not (i) in

default under or in breach or violation of the material provisions of any Law,

or of any provision of its Articles of Incorporation or Bylaws, or (ii) the

material provisions of any Government permit, franchise, or license, which

breach or violation of such permit, franchise, or license would have a

Material Adverse Effect on the Company. Neither the Company nor Rowe has

received any notice alleging such default, breach or violation. Neither the

execution of this Agreement nor any Related Agreement, nor the Closing, does

or will constitute or result in any such default, breach or violation.

3.11 Litigation.

(a) Except as set forth in Schedule 3.11 attached hereto, there

is no suit, claim, litigation, proceeding (administrative, judicial, or in

arbitration, mediation or alternative dispute resolution), Government or grand

jury investigation, or other action (any of the foregoing, an "Action"),

pending or, to the Company's Knowledge, threatened, anticipated or

contemplated, against the Company (or against any of SHC and Rowe solely with

respect to the Company or the Business), involving the Business, or involving

any of the Company's properties, assets, rights or capital stock, or any of

its directors, officers, agents, or other personnel in their capacity as such,

including without limitation any Action challenging, enjoining, or preventing

this Agreement, or the consummation of the transactions contemplated hereby.

(b) The Company is not currently and, to the Company's

Knowledge, has not been, subject to any Order other than Orders of general

applicability.

not been threatened to be subject to any Action or Order relating to personal

injury, death, or property or economic damage arising from products sold,

licensed or leased and services performed by the Company.

3.12 Owned and Leased Real Property.

(a) There are no interests in real property owned by the

Company.

(b) Set forth in Schedule 3.12(b) attached hereto, is a

description of each lease under which the Company is the lessee of any real

property ("Leased Real Property"). The Company has made available to Buyer a

true, correct and complete copy of each lease identified on Schedule 3.12(b)

attached hereto. The premises or property described in such leases are

presently occupied or used by the Company as lessee under the terms of such

leases. All rentals due under such leases have been paid and there exists no

default by the Company or by any other party to such leases under the terms of

such leases and no event has occurred which, upon passage of time or the

giving of notice, or both, would result in any event of default by the Company

or by any other party to such leases, or prevent or limit the Company from

exercising and obtaining the benefits of any rights or options contained

therein. The Company has all right, title and interest of the lessee under

the terms of said leases, free of all Liens other than Permitted Liens and, to

the Company's Knowledge, all such leases are valid and in full force and

effect.

the use presently being made of, the Leased Real Property comply with the

material provisions of all applicable zoning and building codes, ordinances

and regulations and all applicable fire, environmental, occupational safety

and health standards and similar standards established by Law. To the

Company's Knowledge, the present use and operation of the Leased Real Property

does not constitute a non-conforming use and is not subject to a variance. To

the Company's Knowledge, there is no proposed, pending, or threatened change

in any such code, ordinance, regulation or standard which would have a

Material Adverse Effect on such improvements.

(d) To the Company's Knowledge, the Leased Real Property and the

improvements located thereon are in good condition and repair, ordinary wear

and tear excepted.

3.13 Personal Property; Title to Assets.

(a) Schedule 3.13 attached hereto, sets forth a complete and

correct list and brief description of each item of equipment, furniture,

fixtures and other tangible personal property owned or leased by the Company

and having an individual book value in excess of $50,000.

(b) Except with respect to leases set forth in Schedule 3.12(b)

attached hereto and Schedule 3.14 attached hereto, (or which, by the terms of

such Sections, are not required to be set forth in said Schedules), the

Company has good and marketable title to and is the sole and exclusive owner

of all right, title and interest in and to all of the property used by it or

necessary to conducts the Business as presently conducted, including in each

case all personal property reflected on the Financial Statements or acquired

after the date thereof (except any personal property subsequently sold in the

Ordinary Course), free and clear of all Liens except for Permitted Liens.

3.14 Personal Property Leases. Set forth in Schedule 3.14 attached hereto,

is a description of each lease having annual lease payments in excess of

$50,000 under which the Company is the lessee of any personal property, and

including the location of such property. The Company has made available to

Buyer a true, correct and complete copy of each lease identified on Schedule

3.14 attached hereto. The property described in such leases is presently used

by the Company as lessee in compliance with the terms of such leases. All

rentals due under such leases have been paid and there exists no default by

the Company or, to the Company's Knowledge, by any other party to such leases

under the terms of such leases and no event has occurred which, upon passage

of time or the giving of notice, or both, would result in any event of default

by the Company or, to the Company's Knowledge, by any other party to such

leases, or prevent the Company from exercising and obtaining the benefits of

any rights or options contained therein. The Company has all right, title and

interest in the leasehold interests of the lessee under the terms of said

leases, free of all Liens other than Permitted Liens and all such leases are

valid and in full force and effect.

3.15 Necessary Property. The assets owned or leased by the Company

constitute all of the property and property rights used or necessary for the

conduct of the Business in the manner and to the extent presently conducted by

the Company. There exists no condition, restriction or reservation affecting

the title to or utility of such assets of the Company which would prevent the

Company or Buyer from utilizing such assets, or any part thereof, after the

Closing to the same full extent that the Company might continue to do so if

the transactions contemplated hereby did not take place.

3.16 Use and Condition

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