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1.1

Definitions.

(a)

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

(b)

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

(c)

"Acquisition" means the acquisition of Target by Pubco pursuant to this Agreement;

(d)

"Assets" has the meaning set forth in Section 5.2(o) hereof;

(e)

"Audited Financial Statements" means the audited financial statements of Target described in Section 5.3(a), below;

(f)

"Closing" has the meaning set forth in Section 3.1 hereof;

(g)

"Closing Date" has the meaning set forth in Section 3.1 hereof;

(h)

"Code" means the Internal Revenue Code of 1986, as amended, and the regulations thereunder;

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(i)

"Convertible Debenture" means the one or more convertible debentures issued by Pubco in the First Private Placement for aggregate net proceeds of $150,000, each containing a mandatory conversion feature that requires a mandatory conversion, at Closing, into an aggregate of 178,572 Units;

(j)

"Delivery Date" means the date upon which each of Pubco and Target receive a fully executed original of this Agreement;

(k)

"Employees" has the meaning set forth in Section 5.2(aa) hereof;

(l)

"Environmental Law" means all legal requirements that relate to protection of the environment, natural resources, or public or employee health and safety, or relating to the production, generation, use, storage, treatment, processing, transportation, disposal or release of regulated materials, including common law trespass, nuisance, property damage and similar common law theories. The term “Environmental Law” includes: (i) the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601-9675 (“CERCLA”); (ii) the Superfund Amendments and Reauthorization Act, Public Law 99-499, 100 Stat. 1613 (“SARA”); (iii) the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§11001-11050; (iv) the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901-6992k; (v) the National Environmental Policy Act, 42 U.S.C. §§ 4321-4370e; (vi) the Safe Drinking Water Act, 42 U.S.C. §§ 300f to 300j-26; (vii) the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2692; (viii) the Hazardous Materials Transportation Act, 49 U.S.C. §§ 5101-5127; (ix) the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251-1387; (x) the Oil Pollution Act of 1990, 33 U.S.C. §§ 2701--2761; (xi) the Rivers and Harbors Acts of 1899, 44 U.S.C. § 401 et seq. (xii) the Clean Air Act, 42 U.S.C. §§ 7401-7671q; (xiii) the Atomic Energy Act of 1954, as amended, 42 U.S.C. §§2011 et seq.; (xiv) the Low Level Radioactive Waste Policy Act, as amended, 42 U.S.C. §2021b et seq.; (xv) any Occupational Safety and Health Law, including the Occupational Safety and Health Act, 29 U.S.C. §§651-678, and in each case the regulations adopted pursuant to the above listed statutes, and (xvi) any and all counterpart state, Canadian, Canadian province, Chinese or Chinese province or regional laws and regulations;

(m)

"Financial Statements" means the unaudited management prepared financial statements of Target for the period from inception through September 30, 2005, which are attached to this Agreement as Schedule “C”

(n)

"First Private Placement" means the private placement by Pubco, prior to or at the Delivery Date, in which Pubco will sell the Convertible Debenture;

(o)

"Hazardous Material" means any (i) hazardous substance as defined by any Environmental Law, (ii) any petroleum or petroleum product, oil or waste oil; (iii) any asbestos or polychlorinated byphenyls; (iv) any hazardous material, toxic substance, toxic pollutant, solid waste, municipal waste, industrial waste, hazardous waste, flammable material, radioactive material, pollutant or

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(p)

"Intellectual Property Rights" means all patents and patent applications, registered and unregistered trade or brand names, business names, domain names, domain name registrations and applications, trade-marks, trade-mark registrations and applications, uniform resource locators (URLs), copyrights, drawings, logos, designs, trade secrets, restrictive covenants, confidential information, processes, technology, registered user agreements, research data, inventions, instruction manuals, formulae and other industrial or intellectual property rights;

(q)

"Loan" means the loan of $150,000 from Pubco to Target, the proceeds of which will be sourced from the First Private Placement, all as more particularly described in Article 4, below;

(r)

"Liens" means all liens, mortgages, debentures, charges, hypothecations, pledges or other security interests or encumbrances of whatever kind;

(s)

"Loss(es)" means any and all liabilities, demands, claims, suits, actions, judgments, causes of action, assessments, damages, fines, fees, taxes, penalties, amounts paid in settlement, deficiencies, losses and expenses, including interest, expenses of investigation, court costs, fees and expenses of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment, such fees and expenses to include all fees and expenses, including fees and expenses of attorneys, incurred in connection with (i) the investigation, defense or settlement (or preparation of any of the foregoing) of any Third Party Claims; or (ii) asserting or disputing any rights under this Agreement against any party hereto or otherwise;

(t)

"Material" means, when used to qualify a matter or subject, that there is a substantial likelihood that a reasonable person would consider the matter to be important;

(u)

"Material Adverse Effect" means an adverse effect that is, or would be, singly or in the aggregate, Material;

(v)

"Net Proceeds" means the sum of $1,850,000, being the balance of the proceeds of the Second Private Placement after deducting the sum required for the repurchase of Wayne Weaver’s Pubco Shares pursuant to Section 7.12, below, to be held in escrow as contemplated in Section 8.2(b), below;

(w)

"New Directors" means Mark Klein, Stephen Hochberg, Steve Reimer and Michael J. Rosenthal;

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(x)

"Option Shares" has the meaning attributed in Section 2.2, below;

(y)

"OTCBB" means the over-the-counter Bulletin Board of the National Association of Securities Dealers;

(z)

"Pubco Options" has the meaning attributed in Section 2.1, below;

(aa)

"Pubco Share" means a common share in the share capital of Pubco, par value $0.001 per share;

(bb)

"Public Record" means the Electronic Data Gathering, Analysis and Retrieval public record known by the acronym “EDGAR” and maintained by the SEC at www.sec.gov;

(cc)

"Registration Statements" shall have the meaning attributed in Section 7.3, below;

(dd)

"SEC" means the United States Securities and Exchange Commission;

(ee)

"Second Private Placement" means the private placement of up to 2,321,428 Units in the capital of Pubco at a purchase price of at least $0.84 per Unit;

(ff)

"Stockholders" means all of Mage Capital LLC, Mark Klein, Geoffrey Dubey, Joshua Hermelin, Tamar Dessou Tzafrir, Idan Miller, Nimrod Mai, Larry Joffe, Roni Sapir-Haim, Ilan Kottler and Daniel Zerah;

(gg)

"Stock Split" shall have the meaning attributed to it in Section 7.11 hereof;

(hh)

"Target Options" shall have the meaning attributed to it in Section 2.1 hereof;

(ii)

"Target Share" means an issued and outstanding common share of Target, par value $0.001 per share;

(jj)

"Third Party Claim" shall have the meaning attributed to in Section 9.9 hereof;

(kk)

"Unit" means a unit in the capital of Pubco consisting of one Pubco Share and one-half of one Warrant; and

(ll)

"Warrant" means a share purchase warrant issued by Pubco as part of a Unit either (i) upon conversion of the Convertible Debentures or (i) in the Second Private Placement, each Warrant having a term of three years from the date of issue and an exercise price of $1.00.

1.2

Interpretation.

(a)

"this Agreement" means this Agreement and all Schedules attached hereto;

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(b)

any reference in this Agreement to a designated "Article", "Section", "Schedule" or other subdivision refers to the designated Article, Section, Schedule or other subdivision of this Agreement;

(c)

the words "herein" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision of this Agreement;

(d)

the word "including", when following any general statement, term or matter, is not to be construed to limit such general statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limited language (such as "without limitation" or "but not limited to" or words of similar import) is used with reference thereto but rather refers to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter;

(e)

any reference to a statute includes and, unless otherwise specified herein, is a reference to, such statute and to the regulations made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute or regulations that may be passed which has the effect of supplementing or superseding such statute or such regulation;

(f)

any reference to "dollars" or "currency" is and shall be deemed to be a reference to U.S. currency unless otherwise expressly stated; and

(g)

words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa.

1.3

Schedules.

Schedule "A":

List of all Target Assets, including Intellectual Property

Schedule "B":

Material Contracts of Target

Schedule "C":

Unaudited Financial Statements of Target

Schedule "D":

Form of Employment Agreement (Mark Klein)

Schedule "E":

Target Indebtedness

Schedule "F":

Pubco Indebtedness

Schedule "G":

Form of Promissory Note

Schedule "H"

Form of General Security Agreement

Schedule "I"

Form of Accredited Investor Questionnaire

Schedule "J"

List of Target Options

Schedule "K"

Form of Target’s 2005 Incentive Plan

Schedule "L"

Form of Target’s Stock Option Agreement

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2.1

The Acquisition.

2.2

No Registration of Pubco Shares.

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2.3

2005 Incentive Plan.

(i)

Target’s 2005 Incentive Plan, which shall be substantially in the form attached hereto as Schedule “K”, and

(ii)

all of the Stock Option Agreements pursuant to which Target granted Target Options, which Stock Option Agreements shall all be substantially in the form attached hereto as Schedule “L”.

2.4

Tax and Accounting Consequences.

(a)

keep its records and file in connection with its federal and state income tax returns all such information as may be required by Treas. Reg. Section 1.368-3;

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(b)

for federal and state income tax purposes report the share exchange as qualifying as a reorganization under Section 368(a)(1)(B) of the Code;

(c)

refrain from taking any position in connection with its federal or any state income tax liability that would be inconsistent with such qualification; and

(d)

comply with all the requirements of Section 368(a)(1)(B) applicable to such corporation.

3.1

Closing.

3.2

Deliveries by Target At The Closing:

(a)

copies of the resolutions or consents of the Board of Directors of Target approving this Agreement, the Acquisition and any other actions or transactions contemplated hereby, in form and substance reasonably satisfactory to Pubco;

(b)

a bring down certificate dated the Closing Date and signed by an officer or director of Target;

(c)

the Audited Financial Statements;

(d)

a good standing certificate for Target issued by the Secretary of State of the State of Delaware and dated not more than 10 days prior to the Closing Date; and

(e)

all such other documents and instruments as may reasonably be required to consummate the transactions provided for in this Agreement.

3.3

Deliveries By The Stockholders At the Closing:

(a)

originals of all of the certificates representing all of the Target Shares;

(b)

a properly executed stock power of attorney or similar stock transfer document from each Stockholder effective under Delaware law and transferring, in the aggregate, all of the Target Shares either in blank or in favour of Pubco;

(c)

a bring down certificate dated the Closing Date and signed by each Stockholder;

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(d)

all books, records and accounts of Target and any other information necessary for Pubco to operate and manage the business of Target and the assets owned by Target, provided that these items shall be deemed delivered if they are tendered at Target's office in Tel Aviv, Israel, on the Closing Date;

(e)

a Consent to Act as a member of the Board of Directors of Pubco from each of the New Directors;

(f)

any approvals and consents from third parties as may be required for Target to consummate the Acquisition and the other transactions contemplated by this Agreement including, by way of example and not in limitation, any necessary consents of the persons referred to in 5.2(r)(iii) of this Agreement; and

(g)

all such other documents and instruments as may reasonably be required to consummate the transactions provided for in this Agreement.

3.4

Deliveries by Pubco To The Stockholders At The Closing:

(a)

copies of the resolutions or consents of the Board of Directors of Pubco approving this Agreement, the Acquisition and any other agreements, transactions or actions contemplated hereby and authorizing the issuance of the Pubco Shares, as fully paid and non-assessable Pubco Shares, to the Stockholders as contemplated in Section 3.4(b), below;

(b)

a copy of one or more treasury orders and irrevocable directions to Pubco’s transfer agent directing the transfer agent to issue certificates representing the number of Pubco Shares to each Stockholder as fully paid and non-assessable Pubco Shares, in the numbers set forth opposite their name in the table below:

NAME OF STOCKHOLDER

NUMBER OF PUBCO SHARES

Mage Capital LLC

360,000

Mark Klein

9,052,155

Geoffrey Dubey

2,846,700

Joshua Hermelin

3,093,300

Tamar Dessou Tzafrir

209,250

Idan Miller

83,700

Nimrod Mai

119,273

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Larry Joffe

544,050

Roni Sapir-Haim

355,725

Ilan Kottler

35,573

Daniel Zerah

355,725

Michael J. Rosenthal

900,000

(c)

a certified copy of a resolution of the Board of Directors of Pubco increasing the number of members of Pubco's Board of Directors to five (5) and electing the New Directors to the Board, effective upon Closing;

(d)

the written resignation of Gary Musil from all of his offices at Pubco (excluding his seat on the Board of Directors), effective upon Closing;

(e)

a bring down certificate dated the Closing Date and signed by an officer or director of Pubco;

(f)

a good standing certificate for Pubco issued by the Secretary of State of the State of Nevada and dated not more than 10 days prior to the Closing Date; and

(g)

such other documents as are required to be delivered prior to or on the Closing Date pursuant to this Agreement or as may reasonably be required to consummate the transactions provided for in this Agreement.

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5.1

Representations and Warranties.

(a)

s/he is the sole beneficial and record owner of the number of Target Shares shown opposite his or her name below:

NAME OF SHAREHOLDER

NUMBER OF TARGET SHARES

Mage Capital LLC

2

Mark Klein

50.28975

Geoffrey Dubey

15.815

Joshua Hermelin

17.185

Tamar Dessou Tzafrir

1.1625

Idan Miller

0.465

Nimrod Mai

0.662625

Larry Joffe

3.0225

Roni Sapir-Haim

1.97625

Ilan Kottler

0.197625

Daniel Zerah

1.97625

Michael J. Rosenthal

5

(b)

his/her Target Shares are free and clear of all Liens;

(c)

except for this Agreement, no person, firm or corporation has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option to purchase or otherwise acquire any of his or her Target Shares;

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(d)

s/he has the full and absolute right, power and authority to enter into this Agreement, and this Agreement constitutes his or her legal, valid and binding obligation in accordance with its terms except as limited by laws of general application affecting the rights of creditors;

(e)

s/he does not have any specific information relating to Target which is not generally known and which, to his or her knowledge, has not been disclosed to Pubco and which if known could reasonably be expected to have a Material Adverse Effect on the value of the Target Shares;

(f)

there are no brokerage, finder's or similar fees paid or payable by him or her or on his or her behalf in connection with the transactions contemplated herein;

(g)

s/he is not aware of any fact which, if known to Target, would cause Target's representations and warranties herein to be untrue or incorrect;

(h)

s/he is not aware of any infringement by Target of any registered patent, trade-mark or copyright;

(i)

s/he (i) has adequate net worth and means of providing for his or her current financial needs and possible personal contingencies, (ii) has no need for liquidity in the Pubco Shares, and (iii) is able to bear the economic risks of an investment in the Pubco Shares for an indefinite period of time, and can afford the complete loss of such investment;

(j)

s/he is aware that an investment in Pubco is speculative and involves certain risks, including the possible loss of the investment, and s/he has carefully read and considered the matters set forth under the caption "Risk Factors" appearing in Pubco's most current reports filed with the SEC;

(k)

s/he is acquiring the Pubco Shares for his or her own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in his or her Target Shares or the Pubco Shares that will be issued to him or her pursuant to this Agreement, and s/he has not subdivided his or her interest in the Pubco Shares with any other person; and

(l)

s/he is not acquiring the Pubco Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

5.2

Representations and Warranties of Target

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(a)

Target is duly incorporated, validly existing and in good standing under the laws of the State of Delaware;

(b)

the authorized capital of Target consists of 1,000 Target Shares, of which 101 are issued and outstanding;

(c)

all of the issued and outstanding Target Shares are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights;

(d)

except as disclosed in this Agreement, no Target Shares are reserved for issuance;

(e)

all of the Stockholders are all of the Stockholders of Target;

(f)

except as contemplated by or disclosed in this Agreement, there are no outstanding or authorized securities, options, warrants, calls, rights, commitments, agreements, arrangements, convertible securities, rights to subscribe, conversion rights or other agreements, commitments or undertakings of any kind to which Target is a party or by which it is bound obligating Target to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Target or obligating Target to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, nor are there any outstanding stock option rights, phantom equity or similar rights, contracts, arrangements or commitments to issue capital stock of Target. There are no voting trusts or any other agreements or understandings with respect to the voting of Target’s capital stock;

(g)

each of the Stockholders holds the number of Target Shares set forth opposite his or her name in Section 5.1(a), above;

(h)

Target has the power, authority and capacity to carry on its business as presently conducted by it;

(i)

the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Target, and this Agreement constitutes a legal, valid and binding obligation of Target in accordance with its terms except as limited by laws of general application affecting the rights of creditors;

(j)

Target is duly registered to carry on business in all jurisdictions in which Target carries on business except where the failure to so register would not have a Material Adverse Effect on Target;

(k)

all alterations to the constating documents of Target since its incorporation have been duly effected in accordance with the laws of the State of Delaware;

(l)

the corporate records of Target, as required to be maintained by it under its statute of incorporation and constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of Target have been promptly

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(m)

the directors and officers of Target at the date of this Agreement are as follows:

Name

Position

Mark Klein

Director, President, Vice President and Secretary

Stephen Hochberg

Director

Steve Reimer

Director

Michael J. Rosenthal

Director

(n)

the corporate records of Target, as required to be maintained by it under its statute of incorporation and constating documents, are accurate, complete and up-to-date in all material respects and all material transactions of Target have been promptly and properly recorded in its books or filed with its records;

(o)

Schedule “A” contains a list of Target's assets, including a complete list of all Intellectual Property Rights owned by Target and all of Target's other assets that have a value of at least One Thousand Dollars (the "Assets"), and Target has good and marketable title thereto, and all Assets are free and clear of any Liens not previously disclosed in writing to Pubco;

(p)

Target holds all licences and permits required for the conduct in the ordinary course of its business as presently conducted by it (and as the same is currently intended to be conducted after the Closing Date), and all such licences and permits are in good standing and the conduct and uses of the same by Target are in compliance with all laws and other restrictions, rules, regulations and ordinances applicable to Target and its business, save and except for breaches which do not have a Material Adverse Effect on Target or its business;

(q)

with the exception of this Agreement, no party has any agreement, security, right or option, consensual or arising by law, present or future, contingent or absolute, or capable of becoming an agreement, right or option:

(i)

to require Target to issue or allot any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in the capital of Target;

(ii)

to require Target to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; or

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(iii)

to purchase or otherwise acquire any Target Shares or any other security in the capital of Target;

(r)

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof will not:

(i)

conflict with or result in a breach of or violate any of the terms, conditions, or provisions of the constating documents of Target;

(ii)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Target is subject, or constitute or result in a default by Target under any agreement, contract or commitment to which Target is a party;

(iii)

give to any person any remedy, cause of action, right of termination, cancellation or acceleration in or with respect to any understanding, agreement, contract, or commitment, written, oral or implied, to which Target is a party;

(iv)

give to any government or governmental authority, including any governmental department, commission, bureau, board, or administrative agency, any right of termination, cancellation, or suspension of, or constitute a breach of or result in a default under any permit, license, control, or authority issued to Target and which is necessary or desirable in connection with the conduct and operation of the business currently conducted by Target;

(v)

constitute a default by Target or an event which, with the giving of notice or lapse of time or both, might constitute an event of default or non-observance under any agreement, contract, indenture or other instrument relating to any indebtedness of Target which would give any party the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture, or other instrument;

(s)

The outstanding indebtedness of Target and any liabilities of any nature of Target is as set forth on Schedule “E” hereto. Except as set forth on Schedule “E” hereto or as set forth in this Agreement, there are no outstanding contractual obligations, commitments, understandings or arrangements of Target to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Target;

(t)

the business of Target as currently carried on by it complies with all applicable laws, judgments, decrees, orders, injunctions, rules, statutes and regulations of all courts, arbitrators or governmental authorities, except where the failure to comply would not have a Material Adverse Effect on Target;

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(u)

other than this Agreement, and except as disclosed in Schedule “B” hereto, Target does not have:

(i)

any material contract, agreement, undertaking or arrangement, whether oral, written or implied, which cannot be terminated on not more than thirty (30) days' notice, without penalty, or

(ii)

any outstanding material agreements, contracts or commitments (whether written or oral) whatsoever relating to or affecting the conduct of its business as currently carried on, or any of its assets, or for the purchase, sale or lease of its assets;

(v)

there are no management contracts or consulting contracts to which Target is a party or by which either is bound, and no amount is payable or has been agreed to be paid by Target to any persons as remuneration, pension, bonus, share of profits or other similar benefit and no director, officer or member, or former director, officer or member, of Target, nor any associate or affiliate of any such person, has any claim of any nature against, or is indebted to, Target;

(w)

there are no actions, suits, judgments, investigations or proceedings outstanding or pending, or to Target’s knowledge and without independent inquiry, threatened against, involving or affecting Target, or its business, assets or property, at law or in equity, before or by any domestic or foreign:

(i)

court,

(ii)

federal, provincial, state, municipal or other governmental authority, or

(iii)

department, commission, board, tribunal, bureau or agency;

(x)

Target is not:

(i)

in breach of any of the terms, covenants, conditions, or provisions of, or in default under, and has not done or omitted to do anything which, with the giving of notice or lapse of time or both, would constitute a breach of or a default under any contract to which it is a party (including, by way of example and not in limitation, any contract disclosed in Schedule “A”);

(ii)

in violation of, nor are any present uses by Target of any of its assets in violation of or contravention of, any applicable law, statute, order, rule or regulation;

(iii)

in breach or default under any judgment, injunction or other order or aware of any judicial, administration, governmental, or other authority or arbitrator by which Target is bound or to which Target or any of its assets are subject;

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(y)

Target has not guaranteed, or agreed to guarantee, any indebtedness or other obligation of any party;

(z)

The books and records of Target, which were made available for inspection to Pubco, its accountants and attorneys pursuant to this Agreement, are the complete books and records of Target and correctly and fairly reflect the underlying facts and transactions in all material respects;

(aa)

Target has no employees except for Mark Klein and Kobi Levy (the "Employees") and it has no consultants;

(bb)

Target has not failed to comply in any material respect with all applicable federal, state, and local laws, rules, and regulations relating to employment or employment termination, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, and the withholding and payment of taxes from compensation of employees, which failure has had or could reasonably be expected to have (either individually or in the aggregate) a Material Adverse Effect;

(cc)

there are no labor controversies pending or threatened between Target and any of its Employees or former employees or any labor union or other collective bargaining unit representing any of such employees;

(dd)

Target has not ever entered into a collective bargaining agreement or other labor union contract relating to its business or applicable to the Employees;

(ee)

there are no written employment or separation agreements, or oral employment or separation agreements between Target and any of the Employees;

(ff)

no employee has any accrued benefits (including vacation, paid time off, sick leave and similar entitlements);

(gg)

Target owns, without restriction, all of the Intellectual Property Rights included in the Assets used in the conduct of its business as currently conducted or as Target (or, post-closing, Pubco) currently proposes to conduct its business, without any conflict with or infringement of the rights of others;

(hh)

Target is not aware of any infringement by Target of any patent, trade-mark or copyright;

(ii)

Neither Target nor any of its employees, agents or representatives has, directly or indirectly, made any bribes, kickbacks, illegal payments or illegal political contributions using Target’s funds or made any payments from Target’s funds to governmental officials for improper purposes or made any illegal payments from Target’s funds to obtain or retain business;

(jj)

Environmental Matters.

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(i)

To the knowledge of Target, after due investigation, there has been no material failure by Target to comply with all applicable requirements of Environmental Laws relating to Target, Target’s operations, and Target’s manufacture, processing, distribution, use, treatment, generation, recycling, reuses, sale, storage, handling, transportation or disposal of any Hazardous Material and Target is not aware of any facts or circumstances which could materially impair such compliance with all applicable Environmental Laws;

(ii)

Target has not received notice from any governmental authority or any other person of any actual or alleged violation of any Environmental Laws, nor is any such notice anticipated;

(iii)

To the knowledge of Target, after due investigation, Environmental Laws do not require that any permits, licenses or similar authorizations to construct, occupy or operate any equipment or facilities used in the conduct of Target’s business.

(iv)

No Hazardous Materials are now located at Target’s business location, and, to the knowledge of Target, after due investigation, Target has not ever caused or permitted any Hazardous Materials to be generated, placed, stored, held, handled, located or used at Target’s business locations, except those which may lawfully be used, transported, stored, held, handled, generated or placed at the business locations in the conduct of Target’s business.

(v)

Target has not received any notices, whether from a governmental authority or some other third party, that Hazardous Material contamination exists at a business location or at any other location utilized by Target in the conduct of its business nor is Target aware of any circumstances that would give rise to an allegation of such contamination.

(vi)

To the knowledge of Target, after due investigation, no investigation, administrative order, consent order or agreement, litigation or settlement with respect to Hazardous Materials or Hazardous Materials contamination is proposed, threatened, anticipated, pending or otherwise in existence with respect to the business locations or with respect to any other site controlled or utilized by Target in the operation of its business. To the knowledge of Target, after due investigation, no Target business location is currently on, and has never been on, any federal or state “Superfund” or “Superlien” list.

(kk)

Target does not own any capital stock or have any interest in any corporation, partnership, or other form of business organization;

(ll)

There are no disagreements of any kind presently existing, or reasonably anticipated by Target to arise, between the accountants and lawyers formerly or

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(mm)

Other than certain fees and Target Options owed to Shy Kurtz by Target as a finder’s fee, there are no brokerage, finder's or similar fees paid or payable by or on behalf of Target in connection with the transactions contemplated herein;

(nn)

Target represents and warrants that it has always been and presently is in full compliance with all applicable laws and regulations of the United States of America and any country in which it conducts business that prohibits unfair, fraudulent or corrupt business practices in the performance of business activities, including but not limited to the following prohibitions: (a) making any expenditures other than for lawful purposes or directly or indirectly offering, giving, promising to give or authorizing the payment or the gift of any money, or anything of value, to any entity or individual, while knowing or having reason to know that all or a portion of such money or thing of value will be given or promised, directly or indirectly, to any government official, official of an international organization, officer or employee of a foreign government or anyone acting in an official capacity for a foreign government, for the purpose of (x) influencing any action, inaction or decision of such official in a manner contrary to his or her position or creating an improper advantage; or (y) inducing such official to influence any government or instrumentality thereof to effect or influence any act or decision of such government or instrumentality; (b) conducting any activity or any failure to conduct any activity, if such action or inaction constitutes a money laundering crime, including any money laundering crime prohibited under the International Money Laundering Abatement and Anti-Terrorist Financing Act (“Patriot Act”) and any amendments or successors thereto; (c) disclosing, sublicensing or selling any of the information or rights to any person, or any government agency of any nation, if such disclosure, sublicense or sale would be regarded by any governmental agency or department of the United States as a breach of the Foreign Assets Control Regulations, 31 C.F.R. Section 500 et seq. (1988), or the Transaction Control Regulations, 31 C.F.R. Section 505 et seq. (1988); and

(oo)

The representations and warranties and statements of fact made by Target in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

5.3

Covenants of Target

(a)

Target shall cause its Auditors to audit the Financial Statements and any financial statements for any subsequent period as may be required by the SEC (collectively, the “Audited Financial Statements”) and to issue a report thereon on or before the Closing Date. Target shall provide a copy of the Audited Financial

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5.4

Covenants of Target and the Stockholders.

(a)

Target and the Stockholders jointly and severally covenant with Pubco that both before and after the Closing Date, each of them shall execute and do all such further deeds, acts, things and give such assurances as may reasonably be required to consummate the transactions contemplated hereby and referenced herein.

(b)

Target shall carry on its business in the ordinary course consistent with past practice and in compliance with all applicable laws, regulations and rules of all governmental authorities;

(c)

Target and the Stockholders will give to Pubco and Pubco's counsel, accountants and other representatives full access, during normal business hours throughout the period prior to the time of Closing, to all of the properties, books, contracts, commitments and records of Target, and Target will furnish to counsel for Pubco during such period all such information as Pubco or counsel for Pubco may reasonably request subject to reasonable restrictions on disclosure, use and covenants of confidentiality imposed in advance by Target or Target's counsel; and

(d)

if and as required from time-to-time between the date of this Agreement and the Closing Date, the Stockholders and Target shall update any of the Schedules attached to this Agreement.

5.5

Negative Covenants of Target.

(a)

make or permit to be made any employment contracts or other arrangements;

(b)

make or assume or permit to be made or assumed any commitment, obligation or liability which is outside of the usual and ordinary course of the business of Target, and for the purpose of carrying on the same, but Target will operate its properties and carry on its businesses as heretofore and will maintain all of its properties, rights and assets in good standing, order, and repair;

(c)

declare or pay any dividends or make any other distributions or appropriations of profits or capital;

(d)

create or assume any indebtedness other than in the ordinary course of business or guarantee the obligations of any third party; or

(e)

sell or otherwise in any way alienate or dispose of or encumber any of its Assets.

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5.6

Securities Matters

(a)

Accredited Investor, Section 4(2) of the 1933 Act and/or Rule 506 of Regulation D. The Stockholder qualifies as an “accredited investor”, as that term is defined in Rule 501 of Regulation D and he agrees that he will provide to Pubco prior to Closing a completed and signed accredited investor questionnaire in the form attached hereto as Schedule “I”.

(b)

Offshore Investor, Rule 903 of Regulation S. The Stockholder is not a U.S Person, as defined in Rule 901 of Regulation S promulgated under the 1933 Act, and the Stockholder, severally but not jointly, represents and warrants to Pubco that:

(i)

he is not acquiring the Pubco Shares as a result of, and he covenants that he will not engage in any "directed selling efforts" (as defined in Regulation S under the 1933 Act) in the United States in respect of the Pubco Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Pubco Shares;

(ii)

he is not acquiring the Pubco Shares for the account or benefit of, directly or indirectly, any U.S. Person;

(iii)

he is resident in Israel;

(iv)

the offer and the sale of the Pubco Shares to him as contemplated in this Agreement complies with or is exempt from the applicable securities legislation of Israel;

(v)

he is outside the United States when receiving and executing this Agreement and that he will be outside the United States when acquiring the Pubco Shares,

(vi)

offers and sales of any of the Pubco Shares prior to the expiration of a period of one year after the date of original issuance of the Pubco Shares (the one year period hereinafter referred to as the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom, and that all offers

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(vii)

he will not engage in hedging transactions with respect to the Pubco Shares until after the expiration of the Distribution Compliance Period.

(c)

Non-Accredited Investor, Section 4(2) of the 1933 Act and/or Rule 506 of Regulation D. The Stockholder is not an accredited investor, nor is he able to qualify the offer and sale of the Pubco Shares for an exemption under Regulation S (Subsection 5.6(b), above), but he has, either alone or with his purchaser representative(s), such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in Pubco and the Pubco Shares and he will provide reasonable evidence of this knowledge and experience to Pubco prior to the Closing Date. In addition, the Stockholder will comply with any other reasonable requirements imposed by Pubco, and provide any other information reasonably requested by Pubco, in order to assure Pubco that the issuance of the Pubco Shares to him qualifies for an exemption from the registration requirements of the 1933 Act.

6.1

Representations and Warranties.

(a)

Pubco is duly incorporated, validly existing and in good standing under the laws of the state of Nevada;

(b)

as of the date of this Agreement, the authorized capital of Pubco consists of 50,000,000 Pubco Shares, of which a total of 2,225,000 Pubco Shares are issued and outstanding;

(c)

all of the issued and outstanding Pubco Shares are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights;

(d)

Except as set forth above, no shares of capital stock or other equity securities of Pubco are issued, reserved for issuance or outstanding;

(e)

there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Pubco having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which Stockholders of Pubco may vote;

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(f)

except as contemplated by or disclosed in this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements, convertible securities, rights to subscribe, conversion rights or other agreements, commitments or undertakings of any kind to which Pubco is a party or by which it is bound obligating Pubco to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Pubco or obligating Pubco to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking, nor are there any outstanding stock option rights, phantom equity or similar rights, contracts, arrangements or commitments to issue capital stock of Pubco. There are no voting trusts or any other agreements or understandings with respect to the voting of Pubco’s capital stock;

(g)

The outstanding indebtedness of Pubco and any liabilities of any nature of Pubco are as set forth on Schedule “F” hereto. Except as set forth on Schedule “F” hereto or as set forth in this Agreement, there are no outstanding contractual obligations, commitments, understandings or arrangements of Pubco to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Pubco;

(h)

except as contemplated by the terms of this Agreement, there are no agreements or arrangements pursuant to which Pubco is or could be required to register shares of its common stock or other securities under the 1933 Act, or other agreements or arrangements with any security holders of Pubco with respect to securities of Pubco;

(i)

any disclosure that Pubco has made in the Public Record with respect to the existence, nature or status of its business or operations was accurate at the time it was filed;

(j)

the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Pubco, and this Agreement constitutes the legal, valid and binding obligation of Pubco in accordance with its terms except as limited by laws of general application affecting the rights of creditors;

(k)

all alterations to the constating documents of Pubco since its incorporation have been duly effected in accordance with the laws of the state of Nevada;

(l)

the corporate records of Pubco, as required to be maintained by it under its statute of incorporation and constituent documents, are accurate, complete and up-to-date in all material respects and all material transactions of Pubco have been promptly and properly recorded in its books or filed with its records; Pubco is not in default under or in violation of any provision of its Articles of Incorporation or Bylaws in any respect;

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(m)

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof will not:

(i)

conflict with or result in a breach of or violate any of the terms, conditions, or provisions of the constating documents of Pubco;

(ii)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any court or governmental authority, domestic or foreign, to which Pubco is subject, or constitute or result in a default by Pubco under any agreement, contract or commitment to which Pubco is a party;

(iii)

give to any person any remedy, cause of action, right of termination, cancellation or acceleration in or with respect to any understanding, agreement, contract, or commitment, written, oral or implied, to which Pubco is a party;

(iv)

give to any government or governmental authority, including any governmental department, commission, bureau, board, or administrative agency, any right of termination, cancellation, or suspension of, or constitute a breach of or result in a default under, any permit, license, control, or authority issued to Pubco and which is necessary or desirable in connection with the conduct and operation of the business currently conducted by Pubco;

(v)

constitute an event of default by Pubco or an event which, with the giving of notice or lapse of time or both, might constitute an event of default or non-observance under any agreement, contract, indenture or other instrument relating to any indebtedness of Pubco which would give any party the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture, or other instrument;

(n)

Pubco has no indebtedness or liability except for the matters listed on Schedule “F” hereto;

(o)

there are no actions, suits, judgments, investigations or proceedings outstanding or pending or, to Pubco’s knowledge without independent inquiry, threatened, against, involving or affecting Pubco, or its assets or property, at law or in equity, before or by any domestic or foreign:

(i)

court,

(ii)

federal, provincial, state, municipal or other governmental authority, or

(iii)

department, commission, board, tribunal, bureau or agency;

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(p)

Pubco is not:

(i)

a party to any contract; nor is Pubco a party to or bound by or affected by any contract, lease, arrangement or commitment (whether oral or written) relating to: (a) the employment of any person; (b) collective bargaining with, or any representation of any employees by, any labor union or association; (c) the acquisition of services, supplies, equipment or other personal property; (d) the purchase or sale of real property; (e) distribution, agency or construction; (f) lease of real or personal property as lessor or lessee or sublessor or sublessee; (g) lending or advancing of funds; (h) borrowing of funds or receipt of credit; (i) incurring any obligation or liability; or (j) the sale of personal property.

(ii)

in violation of, nor are any present uses by Pubco of any of its assets in violation of or contravention of, any applicable law, statute, order, rule or regulation;

(iii)

in breach or default under any judgment, injunction or other order or aware of any judicial, administration, governmental, or other authority or arbitrator by which Pubco is bound or to which Pubco or any of its assets are subject;

(q)

Pubco is not aware of any infringement by Pubco of any registered patent, trade-mark or copyright; and

(r)

there are no brokerage, finder's or similar fees paid or payable by or on behalf of Pubco in connection with the transactions contemplated herein;

(s)

since June 30, 2005, the date of its most recent financial statements, and except as may have been disclosed in any filing with the SEC, there is not and has not been: (i) any material adverse change with respect to Pubco; (ii) any condition, event or occurrence which individually or in the aggregate could reasonably be expected to have a material adverse effect or give rise to a material adverse change with respect to Pubco; or (iii) any condition, event or occurrence which could reasonably be expected to prevent, hinder or materially delay the ability of Pubco to consummate the transactions contemplated by this Agreement.

(t)

Pubco is not a party to any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) under which Pubco currently has an obligation to provide benefits to any current or former employee, officer or director of Pubco.

(u)

except as may be contemplated in this Agreement, Pubco is not a party to any written or oral employment agreement or separation agreement which could result in the payment to any current, former or future director or employee of Pubco of

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(v)

Pubco does not have any (i) non-qualified deferred or incentive compensation or retirement plans or arrangements, (ii) qualified retirement plans or arrangements, (iii) other employee compensation, severance or termination pay or welfare benefit plans, programs or arrangements or (iv) any related trusts, insurance contracts or other funding arrangements maintained, established or contributed to by Pubco;

(w)

Pubco has not filed any tax returns and, to its knowledge and without independent inquiry, it does not owe any taxes. No material claim for unpaid taxes has been made or become a lien against the property of Pubco or is being asserted against Pubco, no audit of any tax return of Pubco is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any taxes has been granted by Pubco and is currently in effect. As used herein, "taxes" shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, "tax return" shall mean any return, report, or statement required to be filed with any governmental authority with respect to Taxes.

(x)

Pubco has not guaranteed, or agreed to guarantee, any indebtedness or other obligation of any party;

(y)

Pubco has not failed to comply in any respect with all applicable federal, state, and local laws, rules, and regulations relating to employment or employment termination, and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, and the withholding and payment of taxes from compensation of employees, which failure has had or could reasonably be expected to have (either individually or in the aggregate) a Material Adverse Effect;

(z)

no employee has any accrued benefits (including vacation, paid time off, sick leave and similar entitlements);

(aa)

Pubco has filed or furnished, as applicable, all reports, schedules, forms, information statements, certifications or other documents required to be filed or furnished by it under the 1933 Act and the Exchange Act, including pursuant to

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(bb)

Except as set forth in the reviewed financial statements of Pubco, including the notes thereto, which were included in the Form 10-QSB filed by Pubco for the quarter ended June 30, 2005, or as otherwise contemplated by or in this Agreement, including the Schedules to this Agreement, Pubco has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or other financial statement);

(cc)

Pubco’s audited financial statements for the year ended March 31, 2005 and Pubco’s interim financial statements for the quarter ended June 30, 2005 are (i) in accordance with the books and records of Pubco, (ii) correct and complete, (iii) fairly present the financial position and results of operations of Pubco as of the dates indicated, and (iv) prepared in accordance with U.S. GAAP [except that (x) unaudited financial statements may not be in accordance with U.S. GAAP because of the absence of footnotes normally contained therein, and (y) interim (unaudited) financial statements are subject to normal year-end audit adjustments];

(dd)

Pubco does not own or lease any real property;

(ee)

Neither Pubco nor any of its employees, agents or representatives has, directly or indirectly, made any bribes, kickbacks, illegal payments or illegal political contributions using Pubco’s funds or made any payments from Pubco’s funds to governmental officials for improper purposes or made any illegal payments from Pubco’s funds to obtain or retain business;

(ff)

Environmental Matters.

(i)

To the knowledge of Pubco, after due investigation, there has been no material failure by Pubco to comply with all applicable requirements of Environmental Laws relating to Pubco, Pubco’s operations, and Pubco’s manufacture, processing, distribution, use, treatment, generation, recycling, reuses, sale, storage, handling, transportation or disposal of any Hazardous Material and Pubco is not aware of any facts or circumstances which could materially impair such compliance with all applicable Environmental Laws.

(ii)

Pubco has not received notice from any governmental authority or any other person of any actual or alleged violation of any Environmental Laws, nor is any such notice anticipated.

(iii)

To the knowledge of Pubco, after due investigation, Environmental Laws do not require that any permits, licenses or similar authorizations to construct, occupy or operate any equipment or facilities used in the conduct of Pubco’s business.

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(iv)

No Hazardous Materials are now located at Pubco’s office, and, to the knowledge of Pubco, after due investigation, Pubco has not ever caused or permitted any Hazardous Materials to be generated, placed, stored, held, handled, located or used at Pubco’s business locations, except those which may lawfully be used, transported, stored, held, handled, generated or placed at the business locations in the conduct of Pubco’s business.

(v)

Pubco has not received any notices, whether from a governmental authority or some other third party, that Hazardous Material contamination exists at a business location or at any other location utilized by Pubco in the conduct of its business nor is Pubco aware of any circumstances that would give rise to an allegation of such contamination.

(vi)

To the knowledge of Pubco, after due investigation, no investigation, administrative order, consent order or agreement, litigation or settlement with respect to Hazardous Materials or Hazardous Materials contamination is proposed, threatened, anticipated, pending or otherwise in existence with respect to the business locations or with respect to any other site controlled or utilized by Pubco in the operation of its business. To the knowledge of Pubco, after due investigation, no Pubco business location is currently on, and has never been on, any federal or state “Superfund” or “Superlien” list.

(gg)

Pubco has no insurance policies in effect;

(hh)

Pubco is in compliance in all material respects with all currently applicable rules, regulations and requirements of the Sarbanes-Oxley Act and the SEC, and any other applicable foreign, federal, state and local laws and regulations. No claim has been filed against Pubco alleging a violation of any applicable law or regulation of any foreign, federal, state and local government or agency thereof. Pubco holds all of the material permits, licenses, certificates or other authorizations of foreign, federal, state or local governmental agencies required for the conduct of any business of Pubco as may currently be conducted;

(ii)

Pubco has no business or operations located outside of the United States of America;

(jj)

Pubco does not own any capital stock or have any interest in any corporation, partnership, or other form of business organization;

(kk)

There are no disagreements of any kind presently existing, or reasonably anticipated by Pubco to arise, between the accountants and lawyers formerly or presently employed by Pubco and Pubco is current with respect to any fees owed to its accountants and lawyers except for fees owed to Clark Wilson LLP;

(ll)

Pubco represents and warrants that it has always been and presently is in full compliance with all applicable laws and regulations of the United States of America and any country in which it conducts business that prohibits unfair,

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(mm)

The representations and warranties and statements of fact made by Pubco in this Agreement are, as applicable, accurate, correct and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not false or misleading.

6.2

Covenants of Pubco.

(a)

both before and after the closing date it shall execute and do all such further deeds, acts, things and give such assurances as may reasonably be required to consummate the transactions contemplated hereby and referenced herein;

(b)

both before and after the Closing Date it shall use its best efforts to comply with the 1933 Act, the 1934 Act and all applicable rules and regulations promulgated thereunder by the SEC including, by way of example and not in limitation, Pubco’s effort to ensure that each of the Stockholders qualifies, at the time of Closing and with respect to any Pubco Shares or Pubco Options issued to them, for an exemption from the registration requirements of the 1933 Act;

(c)

prior to the Closing Date it shall not conduct any business that is out of the ordinary course and it shall not initiate any new operations;

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(d)

give to Target and Target’s counsel, accountants and other representatives full access, during normal business hours throughout the period prior to the time of Closing, to all of the properties, books, contracts, commitments and records of Pubco, and Pubco will furnish to counsel for Target during such period all such information as Target or counsel for Target may reasonably request, at Target’s expense, subject, in any event to reasonable restrictions on disclosure, use and covenants of confidentiality imposed in advance by Pubco or Pubco’s counsel; and

(e)

if and as required from time-to-time between the date of this Agreement and the Closing Date, update any of the Schedules attached to this Agreement.

6.3

Negative Covenants of Pubco. Pubco shall not, prior to the Closing Date, except with the prior written consent of Target (which consent will not be unreasonably withheld or delayed) or as is contemplated by the terms of this Agreement:

(a)

make or permit to be made any employment contracts or other employment arrangements;

(b)

make or assume or permit to be made or assumed any commitment, obligation or liability;

(c)

declare or pay any dividends or make any other distributions or appropriations of profits or capital;

(d)

create or assume any indebtedness or guarantee the obligations of any third party; or

(e)

sell or otherwise in any way alienate or dispose of or encumber any of its Assets.

7.1

Expenses.

7.2

Agreement to Cooperate.

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7.3

Form 8-K and Form SB-2

7.4

Public Statements By Pubco.

(a)

Pubco shall prepare and file with the SEC a Form 8-K announcing the execution of this Agreement and attaching a copy of this Agreement as an exhibit.

(b)

At Closing, Pubco shall issue such press release or announcement of the transactions contemplated by this Agreement as may be required by the reporting requirements of the 1934 Act, subject to the applicable requirements of Rules 135(a) and 135(c) under the 1933 Act, and such release or announcement will be reasonably satisfactory in form and substance to Target and its counsel. Except as otherwise provided in subsection 7.4(a), above, Pubco shall not issue any other press release or otherwise make public any information with respect to this Agreement or the transactions contemplated hereby, prior to the Closing, without the prior written consent of Target which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, if required by law, Pubco may issue such a press release or otherwise make public such information as long as Pubco notifies Target of such requirement and discusses with Target in good faith the contents of such disclosure.

7.5

Public Statements by Target or the Stockholders.

7.6

Management Agreement

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7.7

Post-Closing Corporate Governance

7.8

Post-Closing Finance Issues

7.9

Litigation.

7.10

Notice of Default.

7.11

Stock Split

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7.12

Re-Purchase of Pubco Shares

8.1

Conditions of Pubco.

(a)

the representations and warranties of Target and the Stockholders contained in Article 5 herein are true and correct in all respects at the time of the execution of this Agreement and at the Closing Date;

(b)

all covenants, agreements and obligations hereunder on the part of the Stockholders and Target to be performed or complied with at or prior to the Closing, including the respective obligations of the Stockholders and Target to deliver the documents and instruments herein provided for, shall have been performed and complied with at and as of the Closing;

(c)

all of the transactions contemplated by this Agreement shall have been approved, as required, by the Board of Directors and, if required, by any regulatory authorities having jurisdiction over the transactions contemplated by this Agreement;

(d)

on or before the Closing Date, each of Target and Pubco shall have received approval to this Agreement and the transactions contemplated herein from any third parties whose approval is required;

(e)

that Pubco has received the Audited Financial Statements;

(f)

that their has been no direct or indirect Material Adverse Effect to the assets of Target;

(g)

that Pubco and Mark Klein have entered into the employment agreement described in Section 7.6, above;

(h)

that Pubco has received a Consent to Act as a director of Pubco from each of Mark Klein, Stephen Hochberg, Steve Reimer and Michael J. Rosenthal, each agreeing to serve in the capacity contemplated by the terms of this Agreement;

(i)

that at the Closing and after accounting for the Pubco Shares to be issued in the mandatory conversion of the Convertible Debenture, the Pubco Shares to be re-purchased from Wayne Weaver, the Pubco Shares to be issued in the Stock Split, the Pubco Shares to be issued in the Second Private Placement and the Pubco

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(j)

that Pubco has received, at least five days before the Closing, and approved (which approval will not be unreasonably withheld) a copy of every material contract to which Target is a party or which will bind Target after the Closing Date.

8.2

Target and the Stockholders' Conditions.

(a)

the representations and warranties of Pubco contained in Article 6 herein are true and correct in all respects;

(b)

that Pubco shall have completed the Second Private Placement and shall have placed the Net Proceeds in escrow with Clark Wilson LLP for release at Closing;

(c)

that Pubco and Mark Klein have entered into the employment agreement described in Section 7.6, above;

(d)

that at the Closing and after accounting for the Pubco Shares to be issued in the upon conversion of the Convertible Debenture, the Pubco Shares to be re-purchased from Wayne Weaver, the Pubco Shares to be issued in the Second Private Placement and the Pubco Shares to be issued to the Stockholders at Closing, the capitalization of Pubco will be such that, on a fully diluted basis, the investors in the First Private Placement and the Second Private Placement will hold approximately 3,750,000 Pubco Shares, the Stockholders will hold approximately 18,000,000 Pubco Shares and the Stockholders of Pubco as at the Delivery Date will hold approximately 12,000,000 Pubco Shares;

(e)

that Gary Musil has resigned, effective at completion of the Closing, from all of his offices at Pubco (except for his seat on the Board of Directors);

(f)

that Pubco has appointed, effective at completion of the Closing, Mark Klein as President and Chief Executive Officer of Pubco;

(g)

that Pubco has appointed, effective at completion of the Closing, the New Directors to the Board of Directors of Pubco; and

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(h)

all covenants, agreements and obligations hereunder on the part of Pubco to be performed or complied with at or prior to the Closing, including the obligation of Pubco to deliver the documents and instruments herein provided for, shall have been performed and complied with at and as of the Closing.

8.3

Waiver of Conditions.

(a)

The conditions set forth in Section 8.1 are for the exclusive benefit of Pubco and may be waived by Pubco in writing in whole or in part at any time.

(b)

The conditions set forth in Section 8.2 are for the exclusive benefit of Target and the Stockholders, and may be waived by Target and the Stockholders in writing in whole or in part at any time.

9.1

Survival of Representations, Warranties, Covenants and Agreements.

9.2

Indemnification by the Stockholders

9.3

Indemnification by Target

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9.4

Indemnification by Pubco.

10.1

Termination.

(a)

by mutual consent of all of the Stockholders, Target and Pubco;

(b)

unilaterally by Target and all of the Stockholders if none of them is in breach of any material agreement, covenant or representation contained in this Agreement and Pubco fails to perform or breaches any material agreement, covenant or representation in this Agreement, and does not cure the failure in all material respects within fifteen (15) business days after the terminating parties deliver written notice of the alleged failure or if any condition to the obligations of that party is not satisfied (other than by reason of a breach by that party of its obligations hereunder), and it reasonably appears that the condition cannot be satisfied prior to December 31, 2005;

(c)

unilaterally by Pubco if Pubco is not in breach of any material agreement, covenants or representation contained in this Agreement and Target or any of the Stockholders fails to perform or breaches any material agreement, covenant or representation in this Agreement, and does not cure the failure in all material respects within fifteen (15) business days after the terminating party delivers written notice of the alleged failure or if any condition to the obligations of that party is not satisfied (other than by reason of a breach by that party of its obligations hereunder), and it reasonably appears that the condition cannot be satisfied prior to December 31, 2005; or

(d)

by either party if any material adverse effect has occurred with respect to the other party.

10.2

Effect of Termination.

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10.3

Amendment.

10.4

Waiver.

11.1

Notices.

Fax:

972-3-532-6524

e-mail:

Mark@Skinshoes.com

Voice:

310-552-5045

Fax:

310-552-5001

e-mail:

TPoletti@KLNG.com

- 39 -

e-mail:

gmusil@telus.net

Voice:

(604) 643-3151

Fax:

(604) 687-6314

e-mail:

epm@CWilson.com

11.2

Time.

11.3

Entire Agreement.

- 40 -

11.4

Governing Law.

11.5

Enurement.

11.6

Headings.

11.7

Schedules.

11.8

Severability.

11.9

Separate Counsel.

11.10

Counterparts.

- 41 -

By:

/s/ Mark Klein

Mark Klein

President

By:

/s/ Gary Musil

Gary Musil

President

By:

/s/ Stephen Hochberg

Stephen Hochberg

Managing Member

SIGNED by MARK KLEIN, as Stockholder, in the presence of:

/s/ Joshn Hermelin
John Hermelin
Name

Yismach Melech 5/1
David’s Village
Jerusalem, Israel 94121
Address

Self Employed
Occupation

)
)
)
)
)
)
)
)
)
)
)

./s/ Mark Klein

MARK KLEIN

- 42 -

SIGNED by GEOFFREY DUBEY, as Stockholder, in the presence of:

/s/ Jean Dubey
Jean Dubey
Name

20965 NE 32^nd Avenue
Aventura, FL 33180
Address

Musician
Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Geoffrey Dubey

GEOFFREY DUBEY

SIGNED by JOSHUA HERMELIN, as Stockholder, in the presence of:

/s/ Miryam Hermelin
Miryam Hermelin
Name

Yismach Melech 5/1
David’s Village
Jerusalem, Israel 94121
Address

Student
Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Joshua Hermelin

JOSHUA HERMELIN

SIGNED by TAMAR DESSOU TZAFRIR, as Stockholder, in the presence of:

/s/ Eyal Dessou-Tzafrir
Eyal Dessou-Tzafrir
Name

729 Park Aenue
Hoboken, NJ
Address

Real Estate Broker
Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Tamar Dessou Tzafrir

TAMAR DESSOU TZAFRIR

- 43 -

SIGNED by IDAN MILLER, as Stockholder, in the presence of:

/s/ Danny Trishman
Danny Trishman
Name

Nordow 22
Tel Aviv, Israel
Address

Lawyer
Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Idan Miller

IDAN MILLER

SIGNED by NIMROD MAI, as Stockholder, in the presence of:

/s/ Sharon Joffe-May
Sharon Joffe-May
Name

2 Shaz Street
Address

Graphic Animator
Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Nimrod Mai

NIMROD MAI

SIGNED by LARRY JOFFE, as Stockholder, in the presence of:

/s/ Nadine Joffe
Nadine Joffe
Name

7 rue d’Ostende
L-2271 Luxemburg
Address

Programmer Analyst
Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Larry Joffe

LARRY JOFFE

- 44 -

SIGNED by RONI SAPIR-HAIM, as Stockholder, in the presence of:

/s/ Daniel Zerah
Daniel Zerah
Name

51 Havradim Street
Yehud, Israel
Address

Electronic Engineer
Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Roni Sapir-Haim

RONI SAPIR-HAIM

SIGNED by ILAN KOTLER, as Stockholder, in the presence of:

/s/ Rachel Hanig
Rachel Hanig
Name

20 Harav-Kook Street
Bat-Yam Israel
Address


Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Ilan Kotler

ILAN KOTLER

SIGNED by DANIEL ZERAH, as Stockholder, in the presence of:


/s/ Batia Zerah
Batia Zerah
Name

HavradimStreet
Yehud, Israel
Address

Computer Programmer
Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Daniel Zerah

DANIEL ZERAH

- 45 -

SIGNED by MICHAEL J. ROSENTHAL, as Stockholder, in the presence of:

/s/ Vivian Rosenthal
Vivian Rosenthal
Name

140 East 28^th Apt. 50
New York, NY 10016
Address

Architect
Occupation

)
)
)
)
)
)
)
)
)
)
)

/s/ Michael J. Rosenthal

MICHAEL J. ROSENTHAL

- 2 -

- 3 -

- 4 -

- 5 -

1.

Employment and Duties

- 2 -

2.

Term

3.

Compensation and Benefits

- 3 -

5.

Termination

(b)

Immediately upon the death of Executive.

- 4 -

6.

Confidentiality; Non-Solicitation; Non-Competition  

- 5 -

6.3

Non-Competition.

7.

Notices.

- 6 -

If to the Company:

Logicom Inc.

If to Executive:

Mark Klein

8.

Assignability.

9.

Entire Agreement.

10.

Captions.

11.

Waivers and Further Agreements.

12.

Amendments.

- 7 -

13.

Applicable Law; Severability.

14.

No Conflicting Obligations.

15.

Resolution of Disputes – Binding Arbitration.

- 8 -

COMPANY:

LOGICOM INC.

By:                                                        

Name:                                                  

Title:                                                    

EXECUTIVE:

MARK KLEIN

Name: Mark Klein

Balance Sheet

Income Statements

Liabilities

Line of Credit

22,489.29

Operating Expenses

Design &

Accounts Payable

130,843.62

Development

62,902.65

Loans Payable

71,402.16

G&A

152,731.96

Total Liabilities

224,735.07

Total Opeating

215,634.61

Accounting Services Inc.

$454.75 CDN

-

Contact: Gurdeep Phachu

-

Bookkeeping services

Amisano Hanson, CA

90.50 USD

-

Contact: Terry Amisano, CA

-

Audit & review services

CT Corporation

512.60 USD

-

Contact: Sheila McEvilly

-

Incorporation (Nevada) and Amendments, Resident Agents

Clark Wilson LLP

- July 1/05

1,395.02 CDN

- Aug. 1/05

1,258.91 CDN

- Sept. 1/05

12,857.16 CDN

- Oct. 1/05

8,940.86 CDN

-

Contact: Bernard Pinsky, Ethan Minsky

-

Legal Services

The Excalibur Group AG

1,784.12 USD

-

Contact: Tom O'Connor

250.00 USD

-

Short Term Loans

Interest

83.06 USD

Nevada Agency & Trust Company

90.44 USD

-

Contact: Amanda Cardinalli, President

-

Transfer Agent & Trust Company Services

Note:

Some of the above creditors may accrue additional interest charges