ENCORE VENTURES INC
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<TYPE>EX-10
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<FILENAME>assetagreement.txt
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                 ASSET PURCHASE AND SALE AGREEMENT

                           By and Among

                      Encore Ventures, Inc.,
                      a Nevada corporation,

                               and

                   Six Forty-Nine Incorporated,
                       a Nevada corporation.

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made and
entered into in duplicate and shall be effective as of the 23rd day
of July, 2001, by and among Six Forty-Nine Incorporated, a Nevada
corporation ("Seller"), and Encore Ventures, Inc., a Nevada
corporation ("Purchaser"), and provides for the Purchaser to
acquire all of the assets of the Seller, on the terms and subject
to the conditions specified in this Agreement.

                             RECITALS

     A.  The Purchaser desires to acquire, on the terms and subject
to the conditions specified in this Agreement, the Acquired Assets
(as that term is defined later in this Agreement).

     B.  The Seller believes that it is in the best interests of
the Seller, and, therefore, it desires to, sell the Acquired Assets
to the Purchaser, on the terms and subject to the conditions
specified in this Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE
THAT SHALL BE DEEMED TO BE A SUBSTANTIVE PART OF THIS AGREEMENT,
AND THE MUTUAL COVENANTS, PROMISES, UNDERTAKINGS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT AND
OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY
OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE,
AGREE, REPRESENT AND WARRANT AS FOLLOWS:

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                            ARTICLE I
                           DEFINITIONS

     As used in this Agreement, the capitalized terms specified in
this Agreement shall have the meanings and definitions specified
and indicated by the provisions of this Article I, unless a
different and common meaning of such a term is clearly indicated by
the context, and variants and derivatives of those terms shall have
correlative meanings. To the extent that certain of the definitions
specified in this Article I suggest, indicate, or express
agreements between or among parties to this Agreement, or contain
representations or warranties or covenants of a party, the parties
agree to the same, by execution of this Agreement. Agreements,
representations, warranties and covenants specified in any part or
provision of this Agreement shall, for all purposes of this
Agreement, be treated in the same manner as other such agreements,
representations, warranties and covenants specified elsewhere in
this Agreement; and the article, section or paragraph of this
Agreement within which such an agreement, representation, warranty,
or covenant appears shall have no separate meaning or effect
regarding the same.

     1.1  "Accumulated Funding Deficiency". An "accumulated funding
deficiency" as defined in ERISA Section 302(a)(2) or the last two
sentences of Section 412(a)(2) of the Code, or, in either case,
successor provisions to such provisions adopted by amendments to
ERISA or the Code, as the case may be, and including, in each case,
other provisions of ERISA, of the Code or such other law,
modifying, amending, interpreting or otherwise affecting the
application of such provisions, either in general or as applied to
the nature or circumstances of a particular Entity that is a party
to, or is affected by or is involved in the Transaction and with
respect to which Entity the use of the term in this Agreement, or
in the particular location in this Agreement, is relevant.

     1.2 "Acquired Assets". The assets of the Seller being acquired
by the Purchaser pursuant to the provisions of this Agreement, as
specified on Schedule 1.2 of this Agreement, and all other assets
of the Seller, tangible or intangible, including contractual,
warranty, and other rights, the use or value of which will come
under the Control (as that term is defined in Section 1.17 of this
Agreement) by the Purchaser when the Transaction contemplated by
this Agreement is consummated.

     1.3 "Acquired Business". The business conducted by the Seller
in which the Seller utilized the Acquired Assets, as specified in
Schedule 1.2 to this Agreement

     1.4 "Acquired Business Balance Sheet". The most recent Balance
Sheet included in the Unaudited Financial Statements of the
Acquired Business.

     1.5 "Acquired Business Disclosure Document". The document
delivered by the Seller to the Purchaser containing certain
disclosures regarding the Acquired Business.

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     1.6 "Acquired Facilities". All warehouses, stores, plants,
processing facilities, fixtures, and improvements owned or leased
by the Seller or otherwise used by the Seller in connection with
the operation of its business or leased or subleased by the Seller
to other persons, but only to the extent that the same consist of
Acquired Assets.

     1.7 "Affiliate". When used with respect to a person, an
"Affiliate" of that person is a person Controlling, Controlled by,
or subject to common Control with that person.

     1.8 "Agreement". This Asset Purchase and Sale Agreement,
including all of its schedules and exhibits and all other documents
specifically referred to in this Agreement that have been or are to
be delivered by a party to this Agreement to the other party to
this Agreement in connection with the Transaction or this
Agreement, and including all duly adopted amendments,
modifications, and supplements to or of this Agreement and such
schedules, exhibits and other documents.

     1.9 "Auditors". The Seller and the Acquired Business, have no
auditors, but and with respect to the Purchaser, Morgan and Company
which is the independent certified public accountant currently
being retained for the purpose of auditing financial statements of
the Purchaser. With respect to any report hereafter issued by
Auditors, the term shall mean that firm of independent certified
public accountants.

     1.10 "Business Day". Any day that is not a Saturday, Sunday or
day on which banks in Carson City, Nevada are authorized to close.

     1.11 "Closing". The completion of the Transaction, to occur as
contemplated in Article II of this Agreement.

     1.12 "Closing Date".  July 31, 2001, or the date on which the
Closing actually occurs, which shall be the date that all of the
conditions specified by the provisions of Article VII of this
Agreement have been satisfied or waived.

     1.13 "Closing Time". The time at which the Closing actually
occurs. All events that are to occur at the Closing Time shall, for
all purposes, be deemed to occur simultaneously, except to the
extent, if at all, that a specific order of occurrence is otherwise
described.

     1.14 "Code". The Internal Revenue Code of 1986, as amended and
in effect on the date the parties sign this Agreement.

     1.15 "Complete Withdrawal". A "complete withdrawal" from a
Multiemployer Plan as defined in Section 4203 of ERISA or successor
provisions to such provisions adopted by amendments to ERISA and
including other provisions of ERISA or of other law, and

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regulations adopted under ERISA or such other law, modifying,
amending, interpreting or otherwise affecting the application of
such provision, either in general or as applied to the nature or
circumstances of a particular entity that is a party to, or is
affected by or is involved in the Transaction and with respect to
which Entity the use of the term in this Agreement, or in the
particular location in this Agreement, is relevant.

     1.16 "Consideration".  Twelve million eight hundred ninety-two
thousand three hundred (12,892,300) shares of $.001 par value
common stock of the Purchaser to be issued by the Purchaser to the
Seller at the Closing for the Acquired Assets, which shares may
also be referred to in this Agreement as the "Subject Shares".

     1.17 "Control". Generally, the power to direct the management
or affairs of an Entity.

     1.18 "Encumbrance". Any lien, pledge, option, adverse claim,
charge, easement security interest, right-of-way or encumbrance.

     1.19  "Entity". A corporation, partnership, sole
proprietorship, joint venture, or other form of organization formed
for the conduct of a business, whether active or passive.

     1.20 "ERISA". The Employee Retirement Income Security Act of
1974, as amended and in effect at the time of execution of this
Agreement.

     1.21 "Exchange Act". The Securities and Exchange Act of 1934,
as amended from time to time.

     1.22 "GAAP". Generally Accepted Accounting Principles, as in
effect on the date of any statement, report or determination that
purports to be, or is required to be, prepared or made in
accordance with GAAP. All references in this Agreement to financial
statements prepared in accordance with GAAP shall mean in
accordance with GAAP consistently applied during the periods to
which reference is made.

     1.23 "Governmental Entity".  Any governmental or political
subdivision or department thereof, any governmental or regulatory
agency, commission, board, bureau, agency or instrumentality, or
any court or arbitrator or alternative dispute resolution agency,
in each event whether domestic or foreign, federal, state or local.

     1.24 "HSR Act". The Hart-Scott-Rodino Antitrust improvements
Act of 1976, as amended.

     1.25 "Inventory".  Any stock of raw materials, work-in-process
and finished goods, including, but not limited to, finished goods
purchased for resale, held by a party for manufacturing, assembly,
processing, finishing, sale, or resale to others from time to time in

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the ordinary course of the business of that party, in the form
in which such inventories then are held or after manufacturing,
assembling, finishing, processing, incorporating with other goods
or items, refining, or similar processes.

     1.26 "IRS". The Internal Revenue Service.

     1.27 "Knowledge".  A person will be deemed to have "Knowledge"
of a particular fact or other matter if such person is actually
aware of such fact or other matter, but such person shall not and
does not have an obligation to conduct an inquiry or investigation
to become aware of any such fact or matter.

     1.28 "Liabilities". At any time ("Determination Time"), the
obligations of a person or Entity, whether known or unknown,
contingent or absolute, recorded on its books or not, resulting in
any way from facts, events, agreements, obligations or occurrences
that existed, occurred or transpired at a prior point in time, or
resulted from the passage of time to the Determination Time, but
not including obligations accruing or payable after the
Determination Time to the extent (but only to the extent) that such
obligations (a) result from previously existing agreements for
services, benefits, or other considerations, and (b) accrue or
become payable with respect to services, benefits, or other
considerations received by the person or Entity after the
Determination Time.

     1.29 "Multiemployer Plan". A "multiemployer plan," as defined
in Section 3(37) of ERISA or Section 414(f) of the Code, or, in
either event, successor provisions to such provisions adopted by
amendments to ERISA or the Code, as the case may be, and including,
in each event, other provisions of ERISA, of the Code, or of other
law, and regulations adopted pursuant to ERISA, or the Code, or
such other law, modifying, amending, interpreting, or otherwise
affecting the application of such provisions, either in general or
as applied to the nature or circumstances of a particular Entity
that is a party to, or is affected by, or is involved in, the
Transaction and with respect to which Entity the use of the term in
this Agreement, or in the particular provision in this Agreement,
is relevant.

     1.30 "Payables". Any Liabilities of a party resulting from the
borrowing of money or the incurring of obligations for merchandise
or goods purchased.

     1.31 "Partial Withdrawal". A "partial withdrawal" from a
Multiemployer Plan, as defined in Section 4205 of ERISA or
successor provisions to such provision adopted by amendments to
ERISA and including other provisions of ERISA or of other law, and
regulations adopted under ERISA or such other law, modifying,
amending, interpreting or otherwise affecting the application of
such provision, either in general or as applied to the nature or
circumstances of a particular entity that is a party to, or is
affected by or is involved in the Transaction and with respect to
which entity the use of the term in this Agreement, or in the
particular location in this Agreement, is relevant.

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     1.32 "Pension Plan". A "pension plan" or "employee pension
benefit plan," as defined in Section 3(2) of ERISA or successor
provisions to such provision adopted by amendments to ERISA and
including other provisions of ERISA, or of other law, and
regulations adopted pursuant to ERISA or such other law, modifying,
amending, interpreting, or otherwise affecting the application of
such provision, either in general or as applied to the nature or
circumstances of a particular Entity that is a party to, or is
affected by, or is involved in, the Transaction and with respect to
which Entity the use of the term in this Agreement, or in the
particular provision in this Agreement, is relevant.

     1.33 "Person".  Any individual, company, sole proprietorship,
corporation, joint venture, association, joint stock company,
fraternal order, cooperative, league, club, society, organization,
trust, estate, governmental agency, political subdivision or
authority, firm, municipality, congregation, partnership, or other
form of entity.

     1.34 "Plan Termination". A termination of a Pension Plan,
whether partial or complete, within the meaning of Title IV of
ERISA.

     1.35 "PBGC". The Pension Benefit Guaranty Corporation.

     1.36 "Prohibited Transaction". A "prohibited transaction," as
defined in ERISA Section 4975 (c) of the Code, or, in either case,
successor provisions to such provisions adopted by amendments to
ERISA or the Code, as the case may be, and including, in each case,
other provisions of ERISA, of the Code or of other law, and
regulations adopted under ERISA or the Code or such other law,
modifying, amending, interpreting, or otherwise affecting the
application of such provisions, either in general or as applied to
the nature or circumstances of a particular entity that is a party
to, or is affected by or is involved in the Transaction and with
respect to which Entity the use of the term in this Agreement, or
in the particular location in this Agreement, is relevant.

     1.37 "Proprietary Rights". Any trade secrets, copyrights,
patents, trademarks, service marks, customer lists, and all similar
types of intangible property developed, created or owned by the
Seller, or used by the Seller in connection with its business,
whether or not the same are entitled to legal protection.

     1.38 "Purchaser". Encore Ventures, Inc., a Nevada corporation,
which, pursuant to the provisions of this Agreement, is purchasing
the Acquired Assets.

     1.39 "Receivables". Any accounts receivable, notes receivable,
and other obligations presented as assets on the books, records and
financial statements of a person or an Entity, in accordance with
GAAP, indicating moneys owed, due and payable to such person or
Entity on whose financial statements such Receivables are
presented.

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     1.40 "Registration". Registration pursuant to the Securities Act.

     1.41 "Registration Rights Agreement". The Agreement, in the
form of Schedule 1.41 to this Agreement, providing for the
Registration, on the terms and subject to the conditions as
specified therein, of the Subject Shares.

     1.42 "Reportable Event". A "reportable event", as defined in
Section 4043(b) of ERISA or successor provisions to such provision
adopted by amendments to ERISA and including other provisions of
ERISA or of other law, and regulations adopted under ERISA or such
other law, modifying, amending, interpreting, or otherwise
affecting the application of such provision, either in general or
as applied to the nature or circumstances of a particular Entity
that is a party to, or is affected by or is involved in the
Transaction and with respect to which entity the use of the term in
this Agreement, or in the particular location in this Agreement, is
relevant.

     1.43 "SEC". The Securities and Exchange Commission.

     1.44 "Securities Act". The Securities Act of 1933, as amended
from time to time.

     1.45  "Seller". Six Forty-Nine Incorporated, a Nevada
corporation, which, pursuant to the provisions of this Agreement,
is selling the Acquired Assets.

     1.46 "Subsidiary". With respect to any Entity, another Entity
of which fifty percent (50%) or more of the effective voting power,
or the effective power to elect a majority of the board of
directors or similar governing body, or fifty percent (50%) or more
of the true equity interest, is owned by such first Entity,
directly or indirectly.

     1.47 "Taxes". All taxes, charges, levies or other assessments,
including, withoutlimitation, income, gross receipts, excise, real
and personal property, sales, use, transfer, capital gains,
transfer gains, license, payroll, privilege, and franchise taxes,
imposed by any Governmental Entity and shall include any interest,
penalties or additions to tax attributable to any of the foregoing.

     1.48 "Transaction". The sale of the Acquired Assets, for the
Consideration, and on the terms and subject to the conditions of
this Agreement.

     1.49 "Unaudited Financial Statements". The balance sheet,
income statement, statement of stockholders equity and statement of
cash flows, or, in each instance, equivalence statements as
commonly provided to shareholders of the Seller, of the Acquired
Business as at December 31, 2000, and for each previous fiscal year
of the Seller, if any, and, as appropriate, for each calendar
quarter after December 31, 2000.

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     1.50 "Welfare Plan". A "welfare plan" or an "employee welfare
benefit plan," as defined in Section 3(1) of ERISA or successor
provisions to such provision adopted by amendments to ERISA and
including other provisions of ERISA, or of other law, and
regulations adopted pursuant to ERISA, or such other law,
modifying, amending, interpreting, or otherwise affecting the
application of such provision, either in general or as applied to
the nature or circumstances of a particular Entity that is a party
to, or is affected by, or is involved in, the Transaction and with
respect to which Entity the use of the term in this Agreement, or
in the particular provision in this Agreement, is relevant.

                           ARTICLE II
                         THE TRANSACTION

     2.1 The Transaction.  On the Closing Date, and at the Closing
Time, on, and in all instances subject to, each of the terms,
conditions, provisions and limitations specified in this Agreement,
the Seller shall sell, transfer, convey, assign, deliver and set
over to the Purchaser, by instruments satisfactory in form and
substance to the Purchaser and counsel for the Purchaser, and the
Purchaser shall acquire from the Seller, all of the Seller's right,
title and interest in and to the Acquired Assets, in exchange for
the Consideration, free and clear of any and all Encumbrances.
Neither the Purchaser nor any of its Affiliates shall assume,
become liable for, agree to pay or discharge or in any manner
become in any way responsible for, any of the Liabilities of the
Seller.

     2.2 Delivery of Consideration. The certificates evidencing and
representing the Subject Shares shall be issued and delivered by
the Purchaser to the Seller on the Closing Date for distribution to
the Seller's shareholders.

     2.3 Acquired Assets.  The Acquired Assets shall consist of
Seller of the assets of Seller at the Closing Date, including,
without limitation, the following:

     (a) Fixtures and Equipment.  All of Seller's furniture,
fixtures, machinery, equipment, apparatus, supplies and all other
tangible personal property of every kind and description, insofar
as any of the foregoing is used in or relates to the Seller's
business.

     (b) Licenses and Permits.  All right, title and interest of
the Seller in, to and pursuant to, all licenses, permits,
authorizations and other rights of every kind and character
relating to the Seller's business pursuant to any federal, state,
or local statute, ordinance or regulation.

     (c) Intangible Assets.  All right, title and interest of the
Seller in, to and pursuant to all trademarks, technology, know-how,
data, copyrights, trade-names, servicemarks, licenses, covenants by
others not to compete, rights and privileges used in the Seller's

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business and the goodwill associated with the Seller's business.

     (d) Goodwill.  The goodwill and going concern value of the
Seller's interest in the Seller's business.

     (e) Contracts and Leases.  All right, title and interest of
Seller in, to and pursuant to all contracts and leases.

     (f) Inventories.  Any and all of the Seller's Inventories.

     (g) Accounts.  All accounts receivable of the Seller in
respect of goods sold or leased or services rendered and all other
rights of the Seller to payment for goods sold or leased or for
services rendered, including, without limitation, those which are
not evidenced by instruments or invoices, whether or not they have
been earned by performance or have been written off or reserved
against as a bad debt or doubtful account; together with all
instruments and all documents of title representing any of the
foregoing, all rights in any merchandise or goods which any of the
same represent, and all rights, title, security and guaranties in
favor of the Seller with respect to any of the foregoing.

     (h) Books and Records.  All of the Seller's books and
records.

     (i) Prepaid Expenses, Cash, Insurance.  All prepaid expenses
and deposits relating to the Acquired Assets and all cash of the
Seller, and rights and benefits provided pursuant to all insurance
policies.

     2.4 Closing.  The Closing of the Transaction shall occur at
the offices of Stepp Law Group, 1301 Dove Street, Suite 460,
Newport Beach, California, at 10:00 A.M. on the Closing Date or
that date that all of those conditions to Closing specified in
Article VII of this Agreement have been satisfied or waived with
respect to the Transaction, or at such other place as the Purchaser
and the Seller may agree, on the Closing Date.

                          ARTICLE III
         REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller as follows:

     3.1 Organization and Qualification.  The Purchaser is a
corporation duly organized, validly existing and in good standing
pursuant to the laws of its jurisdiction of incorporation and has
the requisite corporate power and authority to conduct its business
as that business is

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now being conducted.  The Purchaser is duly qualified as a foreign
corporation to do business, and is in good standing, in each
jurisdiction where the character of the properties owned or leased
by it, or the nature of its activities, is such that qualification as
a foreign corporation in that jurisdiction is required by law.

     3.2 Authority Relative to This Agreement.   The Purchaser has
the requisite corporate power and authority to perform its
obligations specified by the provisions of this Agreement.  The
execution and delivery of this Agreement and the consummation of
the Transaction have been duly authorized and approved by the
requisite corporate authority of the Purchaser, and no other
corporate actions on the part of the Purchaser are necessary to
approve and adopt this Agreement or to approve the consummation of
the Transaction, including the issuance and delivery of the
Consideration.  The Purchaser has, and any officer, director or
representative executing this Agreement for and on behalf of the
Purchaser has, the legal capacity and authority to enter into and
deliver this Agreement. This Agreement is a valid and legally
binding obligation of the Purchaser and is enforceable completely
against the Purchaser in accordance with its terms, except as such
enforceability may be limited by general principles of equity,
bankruptcy, insolvency, moratorium and similar laws relating to
creditors' rights generally, and subject to approval of any and all
governmental regulatory agencies and authorities having
jurisdiction of the parties to this Agreement or the Transaction.

     3.3 Absence of Breach; No Consents. The execution, delivery
and performance of this Agreement, and the performance by the
Purchaser of its obligations specified by the provisions of this
Agreement (except for compliance with any regulatory or licensing
laws applicable to the business of the Purchaser, all of which, and
to the extent applicable to and within control of the Purchaser
(and to the extent within its Control), will be satisfied in all
material respects prior to the Closing) do not (a) conflict with,
and will not result in a breach of, any of the provisions of the
Articles of Incorporation or Bylaws of the Purchaser; (b)
contravene any law, rule or regulation of any state or
commonwealth, the United States, (except for compliance with
regulatory or licensing laws, all of which, to the extent
applicable to the Purchaser (and to the extent within the control
of the Purchaser), will be satisfied in all material respects prior
to the Closing), or any applicable foreign jurisdiction, or
contravene any order, writ, judgment, injunction, decree,
determination, or award affecting or obligating the Purchaser, in
such a manner as to provide a basis for enjoining or otherwise
preventing consummation of the Transaction; (c) conflict with or
result in a material breach of or default pursuant to any material
indenture or loan or credit agreement or any other material
agreement or instrument to which the Purchaser is a party, in such
a manner as to provide a basis for enjoining or otherwise
preventing consummation of the Transaction; or (d) require the
authorization, consent, approval or license of any third party of
such a nature that the failure to obtain the same would provide a
basis for enjoining or otherwise preventing consummation of the
Transaction.

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     3.4 Brokers. No broker, finder or investment banker is
entitled to any brokerage, finder's or other fee or commission in
connection with this Agreement or the Transaction or any related
transaction based upon any agreements, written or oral, made by or
on behalf of the Purchaser.

     3.5 No Undisclosed Liabilities. The Purchaser has no
Liabilities which have not been disclosed to the Seller in writing.

     3.6 Taxes. The Purchaser has properly filed or caused to be
filed all federal, state, local, and foreign income and other tax
returns, reports, and declarations that are required by applicable
law to be filed by it and has paid, or made full and adequate
provision for the payment of, all federal, state, local, and
foreign income and other taxes properly due for the periods
contemplated by such returns, reports, and declarations.

     3.7 Litigation. No investigation or review by any governmental
agency with respect to the Purchaser is pending or threatened
(other than inspections and reviews customarily made of businesses
similar to that the Purchaser), nor has any governmental agency
indicated to the Purchaser an intention to conduct the same.  There
is no action, litigation or proceeding pending or threatened
against or affecting the Purchaser at law or in equity, or before
any federal, state, municipal, or other governmental department,
commission, board, bureau, agency, or instrumentality.

     3.8 Employees, Etc. There are no collective bargaining, bonus,
profit sharing, compensation, or other plans, agreements, trusts,
funds, or arrangements maintained by the Purchaser for the benefit
of its directors, officers or employees.  There are no employment,
consulting, severance, or indemnification arrangements, agreements,
or understandings between the Purchaser, on the one hand, and any
of its current or former directors, officers or other employees (or
Affiliates thereof) on the other hand. The Purchaser is not, and
following the Closing will not be, obligated by any express or
implied contract or agreement to employ, directly or as consultant
or otherwise, any person for any specific period of time or until
any specific age.

     3.9 Compliance With Laws. The Purchaser is in compliance with
all, and has received no notice of any violation of any, laws or
regulations applicable to its operations, including, without
limitation, the laws and regulations relevant to the use or
utilization of its premises, or with respect to which compliance is
a condition of engaging in any aspect of the business of the
Purchaser, and the Purchaser has all permits, licenses, zoning
rights, and other governmental authorizations necessary to conduct
its business as presently conducted.

     3.10 Ownership of Assets. The Purchaser has good, marketable
and insurable title, or valid, effective and continuing leasehold
rights in the case of leased property, to all real property (as to
which, in the case of owned property, such title is fee simple) and
all personal

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property owned or leased by the Purchaser in such a
manner as to create the appearance or reasonable expectation that
the same is owned or leased by the Purchaser; such ownership is
free and clear of all liens, claims, encumbrances and charges,
except liens for taxes not yet due and minor imperfections of title
and encumbrances, if any, which, singly and in the aggregate, are
not substantial in amount and do not materially detract from the
value of the property subject thereto or materially impair the use
thereof; no other person has any ownership or similar right in, or
contractual or other right to acquire any such right in, any of
such property.  The Purchaser does not know of any potential action
by any party, governmental or other, and no proceedings with
respect thereto have been instituted of which the Purchaser has
notice, that would materially affect the Purchaser's ability to use
and to utilize each of its properties.  The Purchaser has received
no notices from any mortgagee regarding any of its leased
properties.

     3.11 Proprietary Rights. The Purchaser possesses full and
complete ownership of, or adequate and enforceable long-term
licenses or other rights to use (without payment), all of the
Purchaser's Proprietary Rights; the Purchaser has not received any
notice of conflict which asserts the rights of others with respect
thereto; and the Purchaser has in all material respects performed
all of the obligations required to be performed by it, and is not
in default in any material respect, pursuant to any agreement
relating to any such Proprietary Right.

     3.12 Subsidiaries.  The Purchaser has no Subsidiaries.

     3.13 Trade Names. The Purchaser has not utilized any
fictitious business names or similar name in the conduct of the
Purchaser's business or in the utilization of the Purchaser's
assets.

     3.14 Employee Benefit Plans.  The Purchaser does not maintain
or contribute to any Pension Plan or any Welfare Plan, nor is the
Purchaser presently, nor has the Purchaser been within the last six
(6) years, a participating employer in any Multiemployer Plan,
affecting, in any case, employees of the Purchaser.

     3.15 Facilities. The Purchaser's facilities are (as to
physical plant and structure) structurally sound, and none of the
Purchaser's facilities, nor any of the vehicles or other equipment
used by the Purchaser in connection with its business, has any
material defects and all of them are in all material respects in
good operating condition and repair and are adequate for the uses
to which they are utilized; none of Purchaser's facilities,
vehicles or other equipment is in need of maintenance or repairs
except for ordinary, routine maintenance and repairs which are not
material in nature or cost. The Purchaser is not in breach,
violation or default of any lease affecting the Purchaser's assets
with respect to, or as a result of, which the other party (whether
lessor, lessee, sublessor, or sublessee) thereto has the right to
terminate the same, and the Purchaser has not received notice of
any claim or assertion that the Purchaser is or may be in any such
breach, violation or default.

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     3.16 Accounts Receivable. All accounts receivable of the
Purchaser represent transactions in the ordinary course of
business, and are current and collectible.

     3.17 Inventories. All Inventories of the Purchaser are of a
quality and quantity usable and salable in the ordinary course of
business, except for obsolete items and items of below-standard
quality, all of which, in the aggregate, are immaterial in amount.
Items included in such Inventories are specified on the books and
records of the Purchaser at the lower of cost or market and, in any
event, at not more than their net realizable value, on an item by
item basis, after appropriate deduction for costs of completion,
marketing costs, transportation expense and allocation of all other
expenses.

     3.18 Contracts.  Other than the Option Agreement(as defined
later in this Agreement) and the Management Service Agreement(as
defined later in this Agreement), the Purchaser is not a party to
or affected by any contracts, agreements or understandings, whether
express or implied, written or verbal; provided, however, that the
Purchaser, may be a party to or affected by any such contracts,
agreements, or understandings that (1) are terminable on notice of
less than thirty-two (32) days and do not involve payments or
obligations of more than One Thousand Dollars ($1,000.00) in any
period of thirty-one (31) days or less (on termination or
otherwise); or (2) involve aggregate payment or obligation
remaining unpaid as of the date of the Agreement of less than Five
Thousand Dollars ($5,000.00).  The Purchaser is not a party to any
executory contract to sell or transfer any part of any asset or any
leasehold interest in any asset utilized by the Purchaser. True and
accurate copies of all such leases, and of all amendments,
supplements, extensions and modifications thereof, have heretofore
been delivered to the Seller by the Purchaser.

     3.19 Accounts Payable. The accounts payable of the Purchaser
at the time of the Closing will be all amounts owed by the
Purchaser regarding trade accounts due and other Payables of the
Purchaser.

     3.20 Labor Matters. There are no activities or controversies,
including, without limitation, any labor organizing activities,
election petitions or proceedings, proceedings preparatory thereto,
unfair labor practice complaints, labor strikes, disputes,
slowdowns, or work stoppages, pending or, to the Knowledge of the
Purchaser, threatened, affecting employees of the Purchaser.

     3.21 Insurance. The Purchaser has insurance policies in full
force and effect insuring the assets of the Purchaser, and such
insurance policies provide for coverages which are usual and
customary in the business of the Purchaser as to amount and scope
and are adequate to protect the assets of the Purchaser against any
reasonably foreseeable risk of loss, including business
interruption.  The Purchaser has not within the past three (3)
years received any notice of cancellation of any insurance policy
or agreement affecting the assets

                                13

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of the Purchaser.

     3.22 Title to and Utilization of Real Properties. The
Purchaser owns fee simple, insured title to all real property
utilized and has the unfettered and unconditional right to use the
same, and is not aware of any claim, notice or threat to the effect
that the Purchaser's right to own and use such property is subject
in any way to any challenge, claim, assertion of rights, pro-
ceedings toward condemnation or confiscation, in whole or in part,
or is otherwise subject to challenge.

     3.23 Full Disclosure. The documents, certificates, and other
writings furnished or to be furnished by or on behalf of the
Purchaser to the Seller pursuant to the provisions of this
Agreement, taken together in the aggregate, do not and will not
contain any untrue statement of a material fact, or omit to state
any material fact necessary to make the statements made, in light
of the circumstances pursuant to which they are made, not
misleading.

     3.24 Capitalization; the Subject Stock; Related Matters.  The
authorized capital stock of the Purchaser consists of 100,000,000
shares of $.001 par value common stock. There is no other capital
stock authorized for issuance.  As of the date of this Agreement,
there are 12,892,300 shares of such common stock issued and
outstanding.  The Subject Shares, when issued, will be duly,
legally and validly issued and will be non-assessable.

     3.25 Options, Warrants and Other Rights and Agreements
Affecting the Purchaser's Capital Stock.  Other than the Option
Agreement, the Purchaser has no authorized or outstanding options,
warrants, calls, subscriptions, rights, convertible securities or
other securities, as defined by the provisions of the Securities
Act, or any commitments, agreements, arrangements or understandings
of any manner or nature whatsoever obligating the Purchaser, in any
such event, to issue shares of the Purchaser's capital stock or
other securities or securities convertible into or evidencing the
right to purchase shares of the Purchaser's capital stock or other
securities.  Neither the Purchaser nor any officer, director, or
shareholder of the Purchaser is a party to any agreement,
understanding, arrangement or commitment, or obligated by any
provision which creates any rights in any person with respect to
the authorization, issuance, voting, sale or transfer of any shares
of the Purchaser's capital stock or other securities.

     3.26  Questionable Payments.  Neither the Purchaser, nor any
director, officer, agent, employee, or other person associated with
or acting on behalf of the Purchaser has, directly or indirectly,
used any corporate funds for unlawful contributions, gifts,
entertainment, or other unlawful expenses relating to political
activity; made any unlawful payment to foreign and domestic
political parties or campaigns, from corporate funds; violated any
provision of the Foreign Corrupt Practices Act of 1977, as amended;
established or maintained any unlawful or unrecorded fund of
corporate monies or other assets; made any false or fictitious
entry on the books or records of the Purchaser; made any bribe,
rebate, payoff, influence

                                14

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payment, kickback, or other unlawful payment; given any favor or
gift which is not deductible for federal income tax purposes; or
made any bribe, or kickback, or other payment of a similar or
comparable nature, whether lawful or not, to any person or Entity,
private, or public, regardless of form, whether in money, property,
or services, to obtain favorable services, to obtain favorable
treatment in securing business or to obtain special concessions,
or to pay for favorable treatment for business secured or for special
concessions already obtained.

     3.27 Litigation and Claims. There is no litigation,
arbitration, claim, governmental or other proceeding (formal or
informal), or investigation pending or threatened (or any basis
therefor known to the Purchaser) against the Purchaser or any of
the Purchaser's businesses, properties, or assets.

     3.28 Bulk Transfer Compliance.  The Purchaser is aware, in
connection with the sale by the Seller of the Acquired Assets, the
Seller shall not take any action necessary or appropriate to comply
with applicable bulk transfer requirements of the Uniform
Commercial Code.

     3.29 SEC Documents. The Purchaser has filed all reports
required to be filed by the Purchaser pursuant to the Exchange Act,
including pursuant to Section 13(a) or 15(d) thereof, ("SEC
Documents") on a timely basis or received a valid extension of such
time of filing and has filed any such SEC Documents prior to the
expiration of any such extension of time. As of their respective
dates, the SEC Documents complied in all material respects with the
requirements of the Exchange Act and the rules and regulations of
the SEC promulgated pursuant thereto, and none of the SEC
Documents, when filed, contained any untrue statement of material
fact or omitted to specify a material fact required to be specified
therein or necessary in order to make the information therein not
misleading. All material agreements to which the Purchaser is a
party or to which the property or assets of the Purchaser are
subject have been filed as exhibits to the SEC Documents, as
required. The financial statements of the Purchaser included in the
SEC Documents comply in all material respects with applicable
accounting requirements and the rules and regulations of the SEC
with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with GAAP
during the periods involved, except as may be otherwise specified
in such financial statements or the notes thereto, and fairly
present, in all material respects, the financial situation of the
Purchaser as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in
the case of unaudited statements, to normal year-end audit
adjustments. Since the date of the financial statements. included
in the Purchaser's last filed Quarterly Report on Form 10-Q there
has been no event, occurrence or development that has had, or would
reasonable be expected to have, a material adverse effect on the
Purchaser or its business that has not been specifically disclosed
to the Seller by the Purchaser.

                                15

<Page>

     3.30 Investment Company. The Purchaser is not, and is not
controlled by or under common control with an affiliate of, an
"investment company" within the meaning of the Investment Company
Act of 1940, as amended.

     3.31 Internal Accounting Controls. The Purchaser maintains a
system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in
accordance with management's general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorization, and
(iv) the recorded accountability for assets is compared with the
existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.

     3.32 Private Offering. The Purchaser and all Persons acting on
its behalf have not made, and will not make, offers or sales of any
securities that might be integrated with issuance of the Subject
Shares and which would disqualify the Purchaser from relying on
that exemption from the registration and prospectus delivery
requirements of the Securities Act specified by the provisions of
Section 4(2) of the Securities Act and Rule 506 of Regulation D.
The issuance by the Purchaser to the Seller of the Subject Shares
is exempt from the registration and prospectus delivery
requirements of the Securities Act. Neither the Purchaser, nor any
Person acting on its behalf, has directly or indirectly made any
offers or sales in any security of the Purchaser or solicited any
offers to purchase any securities of the Purchaser pursuant to
circumstances that would cause the issuance of the Subject Shares,
pursuant to this Agreement, to be integrated with prior offerings
by the Purchaser for the purposes of the Securities Act.


                            ARTICLE IV
             REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows:

     4.1 Organization and Qualification. The Seller is a
corporation duly organized, validly existing and in good standing
pursuant to the laws of its jurisdiction of incorporation and has
the requisite corporate power and authority to conduct its business
as that business is now being conducted.  The Seller is duly
qualified as a foreign corporation to do business, and is in good
standing, in each jurisdiction where the character of the
properties owned or leased by it, or the nature of its activities,
is such that qualification as a foreign corporation in that
jurisdiction is required by law.

     4.2 Authority Relative to This Agreement.  The Seller has the
requisite corporate power and authority to perform its obligations
specified by the provisions of this Agreement.

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<Page>

The execution and delivery of this Agreement and the consummation of
the Transaction have been duly authorized and approved by the requisite
corporate authority of the Seller and no other corporate action on the
part of the Seller is necessary to approve and adopt this Agreement or
to approve the consummation of the Transaction, except for
shareholder approval specified elsewhere in this Agreement.  The
Seller has, and any officer, director or representative executing
this Agreement for and on behalf of the Seller has, the legal
capacity and authority to enter into and deliver this Agreement.
This Agreement is a valid and legally binding obligation of the
Seller and is enforceable completely against the Seller in
accordance with its terms, except as such enforceability may be
limited by general principles of equity, bankruptcy, insolvency,
moratorium and similar laws relating to creditors' rights
generally, and subject to approval of any and all governmental
regulatory agencies and authorities having jurisdiction of the
parties to this Agreement or the Transaction.

     4.3 Absence of Breach; No Consents.  The execution, delivery
and performance of this Agreement, and the performance by the
Seller of its obligations specified by the provisions of this
Agreement (except for compliance with any regulatory or licensing
laws applicable to the business of the Seller, all of which, and to
the extent applicable to and with the control of the Seller, will
be satisfied in all material respects prior to the Closing) do not
(a) conflict with, and will not result in a breach of, any of the
provisions of the Certificate of Incorporation or Bylaws of the
Seller; (b) contravene any law, rule or regulation of any state or
commonwealth, the United States, (except for compliance with
regulatory or licensing laws, all of which, to the extent
applicable to and within the control of the Seller, will be
satisfied in all material respects prior to the Closing), or any
applicable foreign jurisdiction, or contravene any order, writ,
judgment, injunction, decree, determination, or award affecting or
obligating the Seller, in such a manner as to provide a basis for
enjoining or otherwise preventing consummation of the Transaction;
(c) conflict with or result in a material breach of or default
pursuant to any material indenture or loan or credit agreement or
any other material agreement or instrument to which the Seller is a
party, in such a manner as to provide a basis for enjoining or
otherwise preventing consummation of the Transaction; or (d)
require the authorization, consent, approval or license of any
third party of such a nature that the failure to obtain the same
would provide a basis for enjoining or otherwise preventing
consummation of the Transaction.

     4.3.2 Investment Representation. The Seller (i) is aware
that the Subject Shares will be restricted securities subject to
the provisions of Rule 144 and the limits regarding the resale of
the Subject Shares, because of the nature of the Transaction; and
(ii) is acquiring the Subject Shares without Registration pursuant
to the provisions of the Securities Act in reliance from the
exemption from the registration and prospectus delivery
requirements of the Securities Act specified by the provisions of
Section 4(2) of the Securities Act and Rule 506 of Regulation D for
investment and without any intention of sale, resale, or other
distribution of the Subject Shares in any manner that is in
violation of the Securities Act.

                                17

<Page>

     4.4 Brokers. No broker, finder, or investment banker is
entitled to any brokerage, finder's, or other fee or commission in
connection with this Agreement or the Transaction or any related
transaction based upon any agreements, written or oral, made by or
on behalf of the Seller.

     4.5 No Undisclosed Liabilities. The Seller has no Liabilities
relating to or affecting the Acquired Assets which have not been
disclosed to the Purchaser on that schedule attached to this
Agreement marked Schedule 4.5 and the provisions of which, by this
reference, are made a part of this Agreement.

     4.6 Taxes. The Seller has properly filed or caused to be filed
all federal, state, local, and foreign income and other tax
returns, reports, and declarations that are required by applicable
law to be filed by the Seller and that relate to or in any way
affect the Acquired Assets, and has paid, or made full and adequate
provision for the payment of, all federal, state, local, and
foreign income and other taxes properly due for the periods
contemplated by such returns, reports, and declarations.

     4.7 Litigation. No investigation or review by any governmental
agency with respect to the Acquired Assets or the use thereof is
pending or threatened nor has any governmental agency indicated to
the Seller an intention to conduct the same.  There is no action,
litigation or proceeding pending or threatened against or affecting
the Acquired Assets at law or in equity, or before any federal,
state, municipal, or other governmental department, commission,
board, bureau, agency, or instrumentality.

     4.8 Employees, Etc. There are no collective bargaining, bonus,
profit sharing, compensation, or other plans, agreements, trusts,
funds, or arrangements maintained by the Seller for the benefit of
its directors, officers or employees.  There are no employment,
consulting, severance, or indemnification arrangements, agreements,
or understandings between the Seller, on the one hand, and any of
its current or former directors, officers or other employees (or
Affiliates thereof) on the other hand. The Seller is not, and
following the Closing will not be, obligated by any express or
implied contract or agreement to employ, directly or as consultant
or otherwise, any person for any specific period of time or until
any specific age.

     4.9 Compliance With Laws. The Acquired Business and each of
the Acquired Assets is in substantial compliance with all, and has
received no notice of any violation of any, laws or regulations
applicable to its operations, including, without limitation, the
laws and regulations relevant to the use or utilization of
premises, or with respect to which compliance is a condition of
engaging in any aspect of the business of the Acquired Business,
and the Acquired Business has all permits, licenses, zoning rights,
and other governmental authorizations necessary to conduct its
business as presently conducted. All such permits, licenses, zoning
rights, and other governmental authorizations will, as a part and
consequence

                                18

<Page>

of the Transaction, be transferred to the Purchaser at the Closing.

     4.10 Ownership of Assets. The Seller has, except as disclosed
in the Acquired Business Disclosure Document, good, marketable and
insurable title, or valid, effective and continuing leasehold
rights in the case of leased property, to all real property (as to
which, in the case of owned property, such title is fee simple) and
all personal property owned or leased by the Seller and comprising
a part of the Acquired Assets or the Acquired Business, or used by
the Seller in the conduct of the Acquired Business in such a manner
as to create the appearance or reasonable expectation that the same
is owned or leased by the Seller; such ownership is free and clear
of all liens, claims, encumbrances and charges, except liens for
taxes not yet due and minor imperfections of title and
encumbrances, if any, which, singly and in the aggregate, are not
substantial in amount and do not materially detract from the value
of the property subject thereto or materially impair the use
thereof; no other person has any ownership or similar right in, or
contractual or other right to acquire any such right in, any of
such assets; and such ownership will be conveyed to the Purchaser
at the Closing pursuant to the Transaction. The Seller does not
know of any potential action by any party, governmental or other,
and no proceedings with respect thereto have been instituted of
which the Seller has notice, that would materially affect the
Seller's ability to use and to utilize each of such assets in the
business of the Acquired Business. The Seller has received no
notices from any mortgagee regarding any leased properties of the
Acquired Business of the leasehold interest in which comprises any
part of the Acquired Assets. The acquired Business Disclosure
Document specifies a detailed listing of all Acquired Business or
the leasehold interest in which comprises any part of the Acquired
Assets. The Acquired Business Disclosure Document contains a
detailed listing of all Acquired Assets that consist of (a)
accounts receivable (b) miscellaneous current assets in excess (c)
prepaid expenses, (d) real property, and (e) gross aggregate
additions for each of the past four (4) years by location of (i)
buildings and improvements, (ii) furniture and fixtures, (iii)
leasehold improvements, and (iv) automobiles and trucks.

     4.11 Condition of Tangible Assets.  All tangible assets
included in the Acquired Assets are in good operating condition and
repair (except for ordinary wear and tear) and are in conformity in
all material respects with all applicable laws, ordinances, orders,
regulations and other requirements (including applicable zoning,
environmental, motor vehicle safety standards, occupational safety
and health laws and regulations) relating thereto currently in
effect.

     4.12  Trade Names. The Seller has not utilized any trade name,
fictitious business name, or other similar name to utilize any of
the Acquired Assets during the ten (10) years preceding the date of
this Agreement.

     4.13 Employee Benefit Plans.  Except as disclosed in the
Acquired Business Document:

                                19

<Page>

     (a) The Seller does not maintain or contribute to any
         Pension Plan or any Welfare Plan, nor is the Seller
         presently, nor has it been within the last six
         years, a participating employer in any
         Multiemployer Plan, affecting, in any case,
         employees of the Acquired Business or employees of
         the Seller whose principal activities relate to the
         Acquired Business.

     (b) All Pension Plans and Welfare Plans of the Seller
         affecting employees of the Acquired Business or
         employees of the Seller, have been administered in
         substantial compliance with their terms, ERISA and,
         where applicable, the Code. The IRS has issued a
         favorable determination letter with respect to the
         qualification of each such Pension Plan and the
         exemption of any corresponding trust. A copy of the
         Plan has been furnished to Purchaser, and nothing
         has occurred since the date of any such
         determination letter that could cause the relevant
         Pension Plan or trust to lose such qualification or
         exemption.

     (c) With respect to each Pension Plan or Welfare Plan
         affecting employees of the Acquired Business or
         employees of the Seller: (i) there is no fact,
         including, without limitation, any Reportable
         Event, that exists that would result in a reason
         for termination of such Plan by the PBGC or for the
         appointment by the appropriate United States
         District Court of a trustee to administer such
         plan, in each case as contemplated by ERISA; (ii)
         neither the Seller nor any fiduciary, trustee or
         administrator of any such Pension Plan or welfare
         Plan, has engaged in a Prohibited Transaction that
         could subject the Seller to any material tax or any
         material penalty imposed by ERISA or the Code;
         (iii) the Seller has not incurred any material
         liability to the PBGC (other than for payment of
         premiums); and (iv) there is no material
         Accumulated Funding Deficiency with respect to any
         Pension Plan, whether or not waived.

     (d) There has been no Plan Termination that has
         occurred during the five-year period ending on the
         date of this Agreement affecting employees of the
         Acquired Business or employees of the Seller.

     (e) The Seller has no Knowledge of any liability being
         incurred pursuant to Title IV of ERISA by the
         Seller with respect to any Pension Plan maintained
         by a trade or business (whether or not
         incorporated) which is under common control with,
         or part of a controlled group of corporations with,
         the Seller, within the meaning of Sections 414(b)
         or (c) of the Code and affecting employees of the
         Acquired Business or employees of the Seller.

                                20

<Page>

     (f) No Welfare Plan affecting employees of the Acquired
         Business or employees of the Seller is funded with
         a trust or other funding method, other than
         insurance policies.

     (g) There has occurred no Complete Withdrawal or
         Partial Withdrawal with respect o any Muliemployer
         Plan affecting employees of the Acquired Business
         that could cause the Acquired Business or any part
         thereof or any of the Acquired Assets to be exposed
         or subjected to any liability, or any lien or
         similar charge in relation to any liability,
         pursuant to or as a result of ERISA other than to
         the extent previously paid or fully provided for in
         the Acquired Business Balance Sheet, and all
         payment required to be made to any such Plan by the
         Seller pursuant to any applicable collective
         bargaining agreements have been made.

     4.14 Facilities. The Acquired Facilities are (as to physical
plant and structure) structurally sound and none of the Acquired
Facilities, nor any of the vehicles or other equipment used by the
Acquired Business in connection with its business, has any material
defects and all of them are in all material respects in good
operating condition and repair and are adequate fro the uses to
which they are being put; none of such Acquired Facilities,
vehicles or other equipment is in need of maintenance or repairs
which are not material in nature or  cost. The Seller is not in
breach, violation or default of any lease affecting the Acquired
Business or the Acquired Assets with respect to, or as a result of,
which the other party (whether lessor, lessee, sublessor, or
sublessee) thereto has the right to terminate the same, and the
Seller has not received notice of any claim or assertion that it is
or may be in any such breach, violation or default.

     4.15 Accounts Receivable. All accounts receivable of the
Seller, whether or not reflected in the Acquired Business Balance
Sheet, represent transactions in the ordinary course of business,
and are current and collectible net of any reserves shown on such
Balance Sheet (which reserves are adequate and were calculated
consistent with past practice). The Acquired Business Disclosure
Document specifically identifies (a) the aging of Receivables; (b)
each receivable in excess of $1,000.00 (c) each Receivable that is
more than 90 days past due; and (d) each Receivable from a person
or Entity from whom the aggregate of such receivables exceeds $
1,000.00.

     4.16 Inventories. All Inventories of the Seller, whether or
not specified in the Acquired Business Balance Sheet, are of a
quality and quantity useable and salable in the ordinary course of
business, except for obsolete items of below standard quality, all
of which, in the aggregate, are immaterial in amount. Items
included in such Inventories are carried on the books of the
Seller, at the lower of cost or market and, in any event, at not
greater than their net realizable value, on an item by item basis,
after appropriate deduction for costs of

                                21

<Page>

completion, marketing costs, transportation expense and allocation
of overhead.

     4.17 Contracts. Except as identified in the Acquired Business
Disclosure Document, the Acquired Assets and the Acquired Business
are not parties to or affected by any contracts, agreements or
understandings, whether express or implied, written or verbal,
provided, however, that the Acquired Assets or the Acquired
Business may be parties to or affected by, and the Acquired
Business Disclosure Document need not identify, any such contracts,
agreements, or understandings that (a) are terminable on notice of
less than thirty-two (32) days and do not involve payments or
obligation of more than $ 1,000.00 in any period of thirty-one (31)
days or less (on termination or otherwise); or (b) involve
aggregate payment or obligation remaining unpaid as of the date of
the Agreement of less that $ 1,000.00. The Acquired Business
Disclosure Document shall, however, identify the aggregate amount
of payment obligations remaining unpaid as of the Agreement of all
contracts exempt from disclosure by clause (b) above. The Acquired
Business Disclosure Document included a brief summary of each such
contract, agreement or understanding identified therein. Without in
any respect limiting the foregoing, the Acquired Business
Disclosure Document contains a description of all leases of
properties included in the Acquired Assets or utilized by the
Acquired Business, including all amendments, supplements,
extensions and modifications thereof, identifying, inter alia, the
date each such document was executed and its effective period. The
Seller is not a party to any executory contract to sell or transfer
any part of any leasehold interest included in the Acquired Assets
or utilized by the Acquired Business. True and accurate copies of
all such leases, and of all amendments, supplements, extensions and
modifications thereof, have heretofore been delivered to the
Purchaser by the Seller.

     4.18 Accounts Payable. The accounts payable specified on the
Acquired Business Balance Sheet do, and those specified in the most
recent balance sheet included in the Unaudited Financial Statements
of the Acquired Business do, and those specified on the books of
the Seller at the time of the Closing will, specify all amounts
owed by the Seller in respect of trade accounts due and other
Payables of the Acquired Business or relating to the Acquired
Assets, and the actual Liability of the Seller in respect of such
obligations was not, and will not be, on any of such dates, in
excess of the amounts so specified on the balance sheets or the
books of the Acquired Business, as the case may be.

     4.19 Insurance. The Seller has insurance policies in full
force and effect insuring the Acquired Assets and the Acquired
Business, and such insurance policies provide for coverages which
are usual and customary in the business of the Acquired Business as
to amount and scope, and are adequate to protect the Acquired
Business against any reasonably foreseeable risk of loss, including
business interruption. The Acquired Business Disclosure Document
identities each of such insurance policies, indicating the carrier,
amount of coverage, annual premium, risks covered, placing broker
or agent, and other relevant information as to each. The Seller has
not within the past three (3) years received any notice of
cancellation of any insurance agreement affecting the Acquired
Assets or the Acquired

                                22

<Page>

Business.

     4.20 Title to and Utilization of Real Properties. Except as
disclosed in the Acquired Business Disclosure Document, the Seller
owns fee, simple, insured title to all real property included in
the Acquired Assets and has the absolute right to use the same, and
is not aware of any claim, notice or threat to the effect that its
right to own and use such property is subject in any way to any
challenge, claim, assertion or fights, proceedings toward
condemnation or confiscation, in whole or in part, or is otherwise
subject to challenge. Each parcel of real property the ownership
of, or leasehold interest in, which is included among the Acquired
Assets is free of any and all hazardous wastes, toxic substances,
or other types of contamination or matters of environmental
concern, and the Seller is not subject to any Liability resulting
from or related to any such wastes, substances, contaminants, or
matters of environmental concern in connection with any such
property.

     4.21 Actions Since Balance Sheet Date. Except as set forth on
the Acquired Business Disclosure Document, since the date of the
Acquired Business Balance Sheet, the Seller has taken no actions
that would be prohibited pursuant to the provisions of this
Agreement (without the prior consent of the Purchaser) after the
date of this Agreement.

     4.22 Full Disclosure. The documents, certificates, and other
writings furnished or to be furnished by or on behalf of the Seller
to the Purchaser pursuant to the provisions of this Agreement,
taken together in the aggregate, do not and will not contain any
untrue statement of a material fact, or omit to state any material
fact necessary to make the statements made, in light of the
circumstances pursuant to which they are made, not misleading.

     4.23 Evaluation of Risks.  The Seller has such Knowledge and
experience in business and financial matters that the Seller is
capable of evaluating the Purchaser and the proposed activities
thereof, the risks and merits of the acquisition of the Subject
Shares and of making an informed decision relating thereto; and the
Seller is not utilizing any other Person regarding the evaluation
of those risks and merits.

     4.24  Questionable Payments.  Neither the Seller, nor any
director, officer, agent, employee, or other person associated with
or acting on behalf of the Seller has, directly or indirectly, used
any corporate funds for unlawful contributions, gifts,
entertainment, or other unlawful expenses relating to political
activity; made any unlawful payment to foreign and domestic
political parties or campaigns, from corporate funds; violated any
provision of the Foreign Corrupt Practices Act of 1977, as amended;
established or maintained any unlawful or unrecorded fund of
corporate monies or other assets; made any false or fictitious
entry on the books or records of the Seller; made any bribe,
rebate, payoff, influence payment, kickback, or other unlawful
payment; given any favor or gift which is not deductible for
federal income tax purposes; or made any bribe, or kickback, or
other payment of a similar or comparable nature, whether lawful or
not, to any person or Entity, private, or public,

                                23

<Page>

regardless of form, whether in money, property, or services, to
obtain favorable services, to obtain favorable treatment in securing
business or to obtain special concessions, or to pay for favorable
treatment for business secured or for special concessions already
obtained.

     4.25  Labor Matters.  The Seller is not a party to any labor
agreement with respect to its employees with any labor
organization, group or association.  The Seller has not experienced
any attempt by organized labor or its representatives to make the
Seller conform to demands of organized labor relating to the
Seller's employees or to enter into a binding agreement with
organized labor that would relate to the employees of the Seller.
The Seller is in material compliance with all applicable laws
respecting employment practices, terms and conditions of employment
and wages and hours and is not engaged in any unfair labor practice
which would have a material adverse effect on the Acquired Assets.
 There is no unfair labor practice charge or complaint against the
Seller pending before the National Labor Relations Board or any
other Governmental Entity resulting from the Seller's activities,
and the Seller has no Knowledge of any facts or information which
would give rise thereto; there is no labor strike or labor
disturbance pending or, to the Seller's Knowledge, threatened
against the Seller nor is any grievance currently being asserted;
and the Seller has not experienced a work stoppage or other labor
difficulty.

     4.26 No Other Agreements Regarding the Acquired Business or
the Acquired Assets.  The Seller does not have any legal or
equitable obligation, absolute or contingent, to any other person
to sell the Acquired Business or any of the Acquired Assets, or to
enter into any agreement with respect thereto.

     4.27 Compliance With Legislation Regulating Environmental
Quality.  To the Seller's Knowledge, there are no toxic wastes or
other toxic or hazardous substances or materials being stored or
otherwise held in or on any of the Seller's facilities, or which
have migrated from the Seller's facilities, whether contained in
ambient air, surface water, groundwater, land surface or subsurface
strata.  To the Seller's Knowledge, the Seller's facilities have
been maintained in material compliance with all federal, state and
local environmental protection, occupational, health and safety or
similar laws, ordinances, restrictions, licenses, and local
environmental protection, occupational, health and safety or
similar laws ordinances, restrictions, licenses and regulations,
including, but not limited to, the Federal Water Pollution Control
Act, Resource Conservation & Recovery Act, Safe Drinking Water Act,
Toxic Substances Control Act, Clean Air Act, Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"),
and similar state laws.  The Seller has not disposed or arranged
(by contract, agreement or otherwise), within the meaning of
Section 107(a)(3) of CERCLA, for the disposal of any material or
substance that was generated or used by the Seller at any off-site
location that has been or is listed or proposed for inclusion on
the National Priority List promulgated pursuant to CERCLA or any
list promulgated by any Governmental Entity for the purpose of
identifying sites which pose an imminent danger to health and
safety.  The Seller has delivered to the Purchaser true and

                                24

<Page>

complete copies of all environmental studies, reports and analyses
made or prepared, in the last five (5) years relating to Acquired
Assets.

     4.28 Financial Statements. The Seller has heretofore delivered
to the Purchaser the Unaudited Financial Statements of the Acquired
Business.


     All of the historical financial statements contained in such
documents were prepared from the books and records of the Seller. The
Unaudited Financial Statements of the Acquired Business were prepared
in accordance with GAAP, and fairly and accurately present the financial
position and condition of the Seller as at the dates and for the periods
indicated, subject to normal adjustments, none of which will be
material. Without limiting the foregoing, at the date of the
Acquired Business Balance Sheet the Seller owned each of the assets
included in preparation of the Acquired Business Balance Sheet, and
the valuation of such assets in the Acquired Business Balance Sheet
is not more than their fair saleable value (on an item by item
basis) at that date; and the Seller had no Liabilities for which
the Acquired Business or any part of the Acquired Business Balance
Sheet, nor any Liabilities in amounts in excess of the amounts
included for them in the Acquired Business Balance Sheet. From the
date of this Agreement through the Closing Date the Seller will
continue to prepare financial statements for the Acquired Business
on the same basis that it has done so in the past, will promptly
deliver the same to the Purchaser, and agrees that from and after
such delivery the foregoing representations will be applicable to
each financial statement so prepared and delivered.

     4.29 Absence of Material Differences From Disclosure Document.
Except as specifically disclosed in the Acquired Business
Disclosure Document:

          4.29.1  No Undisclosed Liabilities. The Seller has no
     Liabilities relating to or affecting the Acquired Business or
     the Acquired Assets which are not adequately specified or
     reserved against on the Acquired Business Balance Sheet,
     except Liabilities incurred since the date of the Acquired
     Business Balance Sheet in the ordinary course of business of
     the Acquired Business and consistent with past practice.
     Without limiting the foregoing, (a) there are no unpaid
     leasehold improvements at any of the Acquired Facilities for
     which the Acquired Business is or will be responsible, and (b)
     there are no deferred rents due to lessors at or with respect
     to any of such Acquired Facilities, and (c) the Acquired
     Business Disclosure Document sets forth, as a part thereof,
     each Liability of or affecting the Acquired Business or the
     Acquired Assets.

          4.29.2  No Material Adverse Change, etc. Since the
     date of the Acquired Business Balance Sheet, other than as
     contemplated or caused by this Agreement, there has not been
     (a) any material adverse change in the business, condition

                                25

<Page>

     (financial or otherwise), operations, or prospects of the
     Acquired Business; (b) any damage, destruction or loss,
     whether covered by insurance or not, having a material adverse
     effect on the business, condition (financial or otherwise),
     operations or prospects of the Acquired Business, or adversely
     affecting the the Acquired Assets; (c) any entry into or
     termination of any material commitment, contract, agreement or
     transaction affecting the Acquired Business or the Acquired
     Assets (including, without limitation, any material borrowing
     or capital expenditure or sale or other disposition of any
     material asset or assets) other than this Agreement and
     agreements executed in the ordinary course of business; (d)
     any redemption, repurchase or other acquisition for value of
     the capital stock of any corporation included in the Acquired
     Assets or of securities convertible into or rights to acquire
     any such capital stock or any dividend or distribution
     declared, set aside or paid on any such capital stock; (e) any
     transfer of or right granted under any material lease,
     license, agreement, patent, trademark, trade name or copyright
     included among the Acquired Assets; (f) any sale or other
     disposition of any asset of the Acquired Business, or any
     mortgage, pledge or imposition of any lien or other
     encumbrance on any asset of the Acquired Business or of any
     agreement relating to any of the foregoing; or (g) any default
     or breach in any material respect under any contract, license
     or permit held by or for or affecting the Acquired business.
     Since the date of the Acquired Business Balance Sheet, the
     Seller has conducted the Acquired Business only in the
     ordinary and usual course, and, without limiting the
     foregoing, no changes have been made in (a) executive
     compensation amounts, or (b) the manner in which other
     employees of the Acquired Business, or employees whose
     principal duties related to the Acquired Business or the
     Acquired Assets, are compensated, or (c) supplemental benefits
     provided to any such executives or other employees, or (d)
     inventory levels of the Acquired Business in relation to sales
     levels, except, in any such case, in the ordinary course of
     business and, in any even, without material adverse effect on
     the business, condition (financial or otherwise), operations,
     or prospects of the Acquired Business.

     4.30 Proprietary Rights. The Seller possesses full and
complete ownership of, or adequate and enforceable long-term
licenses or other rights to use (without payment), all Proprietary
Rights used in the Acquired Business or utilized in conjunction
with the Acquired Assets, and all such ownership, license or other
rights shall be conveyed to the Purchaser at the Closing pursuant
to the Transaction; the Seller has not received any notice of
conflict which asserts the rights of others with respect thereto;
and the Seller has in all material respects performed all of the
obligations required to be performed by it, and is not in default
in any material respect, pursuant to any agreement relating to any
such Property Right.

     4.31 Evaluation of Risks. At the time the Seller was offered
the Subject Shares and at the Closing Date, the Seller, either
alone or together with its representatives, had and will have such
knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of
the prospective acquisition of the Subject

                                26

<Page>

Shares and had and will have so evaluated the merits and risks of such
acquisition. The Seller has the authority and is duly and legally qualified
to acquire and own the Subject Shares.

     4.32 Acknowledgment of Certain Risks. The Seller understands
and acknowledges that the Seller's acquisition of the Subject
Shares involves significant and numerous risks.

     4.33 Recent Operations. The Seller understands and
acknowledges that the Purchaser has commenced operations quite
recently and has no history of operations upon which the Seller can
make an evaluation of the acquisition of the Subject Shares.

     4.34 No Approval by Regulatory Agency. The Seller is aware
that no federal or state agency has approved or made any finding or
determination regarding the fairness or adequacy of the acquisition
of the Subject Shares or any recommendation or endorsement of the
Subject Shares.

     4.35 Opportunity Regarding Review and Inspection. The Seller
has had the opportunity to make such inspections as the Seller has
deemed necessary or appropriate to complete the Seller's
acquisition of the Subject Shares.

     4.36 No Advertisement or Solicitation. The Seller has not
received from the Purchaser or any Person acting on behalf of the
Purchase any advertisement or general solicitation in connection
with the Seller's acquisition of the Subject Shares.


                            ARTICLE V
                    COVENANTS OF THE PURCHASER

     5.1 Affirmative Covenants. From the date of this Agreement
through the Closing Date, the Purchaser will take every action
reasonably required of it in order to satisfy the conditions to
Closing set forth in this Agreement and otherwise to ensure the
prompt and expedient consummation of the Transaction substantially
as contemplated by this Agreement, and will exert all reasonable
efforts to cause the Transaction to be consummated; provided,
however, in all instances that the representations and warranties
of the Seller in this Agreement are and remain true and accurate
and the covenants and agreements of the Seller in this Agreement
are performed and that the conditions to the obligations of the
Purchaser set forth in this Agreement are capable of being
performed.

     5.2 Cooperation. The Purchaser shall cooperate with the Seller
and its counsel, accountants and agents in every way in closing and
consummating the Transaction, and in delivering all documents and
instruments deemed reasonably necessary or useful by counsel to the
Seller.

                                27

<Page>

     5.3 Expenses. Whether or not the Transaction is consummated,
all costs and expenses incurred by the Purchaser in connection with
this Agreement and the Transaction shall be paid by the Purchaser.

     5.4 Publicity. Prior to the Closing any written news releases
by the Purchaser pertaining to this Agreement or the Transaction
shall be submitted to the Seller for review and approval prior to
release by the Purchaser, and shall be released only in a form
approved by the Seller; provided, however, that (1) such approval
shall not be unreasonably withheld, and (2) such review and
approval shall not be required of releases by the Purchaser, if
prior review and approval would prevent the timely and accurate
dissemination of such news release as required to comply, in the
judgment of counsel, with any applicable law, rule or policy.

     5.5 Access and Information. The Purchaser shall provide to the
Seller and to the Seller's accountants, counsel, and other
representatives reasonable access during normal business hours
throughout the period prior to the Closing to all of the
Purchaser's properties, books, contracts, commitments, records
(including, but not limited to, tax returns), and personnel
relating to the Purchaser and, during such period, the Purchaser
shall furnish promptly to the Seller (1) all written communications
relating to the business of the Purchaser, (2) internal monthly
financial statements of the Purchaser when and as available, and
(3) all other information relating to the business of the Purchaser
as the Seller may reasonably request, but no investigation pursuant
to this Section 5.5 shall affect any representations or warranties
of the Purchaser or the conditions to the obligations of the Seller
to consummate the Transaction. In the event of the termination of
this Agreement, the Seller will, and will cause its representatives
to, deliver to the Purchaser or destroy all documents, work papers,
and other material, and all copies thereof, obtained by the Seller
or on its behalf from the Purchaser as a result of this Agreement
or in connection herewith, whether so obtained before or after the
execution hereof, and will hold in confidence all information
received from the Purchaser, whether or not such information has
been designated as confidential by the Purchaser in writing or by
appropriate and obvious notation, and the Seller will not use any
such information, except in connection with the Transaction, until
such time as such information is otherwise publicly available.
Seller and its representatives shall assert their rights pursuant
to this Section 5.5 in such a manner as to minimize interference
with the business of the Purchaser.

     5.6 Conduct of Business Pending Closing of the Transaction.
Prior to the consummation of the Transaction or the termination of
this Agreement pursuant to its terms, unless the Seller shall
otherwise consent in writing, which consent shall not be
unreasonably withheld or delayed, and except as otherwise
contemplated by this Agreement, the Purchaser will comply with each
of the following:

                                28

<Page>

     (1)     The business of the Purchaser will be conducted only in
             the ordinary and usual course, the Purchaser shall keep
             intact the business organization and goodwill of the
             Purchaser and its business, keep available the services
             of the employees of the Purchaser and maintain good
             relationships with suppliers, lenders, creditors,
             distributors, employees, customers and others having
             business or financial relationships with the Purchaser,
             and the Purchaser shall immediately notify the Seller of
             any event or occurrence or emergency material to, and not
             in the ordinary and usual course of business of, the
             Purchaser.

     (2)     The Purchaser will continue properly and promptly to file
             when due all federal, state, local, foreign, and other
             tax returns, reports, and declarations required to be
             filed by it, and will pay, or make full and adequate
             provision for the payment of, all taxes and governmental
             charges due from or payable by it.

     (3)     The Purchaser will comply with all laws and regulations
             applicable to the operations of the Purchaser.

     (4)     The Purchaser will maintain in complete force and effect
             insurance coverage relating to its business of a type and
             amount customary in the business of the Purchaser (but
             not less than that presently in effect).

     5.7 Updating of Exhibits and Schedules. The Purchaser shall
notify the Seller of any changes, additions or events which may
cause any change in or addition to any schedules or exhibits
delivered by the Purchaser pursuant to this Agreement, promptly
after the occurrence of the same and at the Closing by the delivery
of updates of all such schedules and exhibits.  No notification
made pursuant to this section shall be deemed to cure any breach of
any representation or warranty made in this Agreement, unless the
Seller specifically agrees thereto in writing, nor shall any such
notification be considered to constitute or result in a waiver by
the Seller of any condition set forth in this Agreement.

     5.8 Issuance and delivery of the Consideration.  On the
Closing, the Purchaser shall issue or cause to be issued to the
Seller a certificate evidencing the Subject Shares.

     5.9 Notice of Changes.  Until the Closing, the Purchaser will
immediately inform the Seller, in a detailed written notice, of any
fact or occurrence or any pending or threatened occurrence of which
the Purchaser obtains Knowledge and which (if existing and known at
the time of the execution of this Agreement) or at the time of
closing (a) would have been required to be set forth or disclosed
in or pursuant to this Agreement or an exhibit or schedule hereto,
(b) would make the performance by the Seller of a covenant
specified in this Agreement impossible or make that performance
materially  more difficult that in the absence of that fact or
occurrence, or (c) (if existing and known at the time of the
Closing) would cause a condition to the Seller's obligations
pursuant to this Agreement not to be

                                29

<Page>

satisfied completely.

     5.10 Brokerage Fees.  If any person shall assert against the
Seller a claim to a fee, commission, or other compensation because
of alleged performance of services as a broker or finder of the
Purchaser, in connection with or as a result of the Transaction the
Purchaser shall (subject to next sentence) indemnify and hold the
Seller harmless against any and all losses, liabilities, claims,
damages, and expenses whatsoever as and when incurred resulting
from, based upon or in connection with such claim by such person,
and the Purchaser shall, at its expense, defend, any and all
lawsuits, actions, proceedings (formal or informal), or
investigations involving the claim that may at any time be brought
against the Seller and satisfy promptly any settlement or judgment
arising therefrom; but, if the Purchaser fails to defend any such
lawsuit, action, proceeding, or investigation in a timely manner,
the Seller, shall have the right to defend and settle the same and
pay any judgment or settlement pertaining thereto, as it may
reasonably deem appropriate, at the cost of Purchaser.  If,
however, it is ultimately determined in any suit, action, or
proceeding (in which the Seller was provided the opportunity to
have its counsel participate in the defense) the Seller was the
sole employer of the broker or finder, or services were performed
solely for Seller, the Purchaser shall not be responsible pursuant
to this Section 5.10 and amounts therefor paid by the Purchaser
pursuant to this Section 5.10 shall be reimbursed by the Seller.

     5.11 Changes in Members of Board of Directors. On the Closing
Date, William Iny and Steven Bekropoulos, as all of the members of
the Board of Directors of the Purchaser, shall appoint those
persons as members of the Board of Directors of the Purchaser as
designated by the Seller.

     5.12 Resignation of Iny and Bekropoulos. On the Closing Date,
after Williams Iny and Steven Bekropoulos designate to the Board of
Directors of the Purchaser those persons contemplated by the
provisions of Section 5.11 of this Agreement, William Iny and
Steven Bekropoulos, and each of them, shall resign as officers and
directors of the Purchaser.

     5.13 On or before the Closing Date, the Purchaser shall cause
to be cancelled and terminated in its entirety that certain written
Option Agreement dated January 24, 2000, entered into by and
between the Purchaser and 537192 B.C. Ltd. ("Option Agreement").

     5.14 No later than the Closing Date, the Purchaser shall cause
to be cancelled and terminated in its entirety, that certain
written Management Services Agreement dated December 1, 1999,
entered into by and among the Purchaser and William Iny
("Management Services Agreement").

     5.15 Registration Rights Agreements. On or before the Closing
Date, the Purchaser shall enter into and execute with the Seller
the Registration Rights Agreement. The Purchaser

                                30

<Page>

shall perform each and every obligation to be performed by the
Purchaser pursuant to the Registration Rights Agreement.

     5.16 Stop Transfer Orders; Suspension of Qualification. The
Purchaser shall not make any notation on its records or give
instructions to any transfer agent of the Purchaser which enlarge
the restrictions of transfer imposed by law. The Purchaser will
advise the Seller, promptly after the Purchaser receives notice of
issuance by the SEC, any state securities commission or any other
regulatory authority of any stop order or of any order preventing
or suspending the use of any offering of any securities of the
Purchaser, or of the suspension of the qualification of the Subject
Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any such purpose.

     5.17 Furnishing of Information. The Purchaser shall file
timely (or obtain extensions in respect thereof and file within the
applicable extension period) all reports required to be filed by
the Purchaser after the (i) date of this Agreement and (ii) Closing
Date pursuant to Section 13(a) or 15(d) of the Exchange act and to
furnish the Seller promptly with true and complete copies of all
such reports. Upon the request of any Person, the Purchaser shall
deliver to such Person a written certification of a duly authorized
officer of the Purchaser as to whether the Purchaser has complied
with such requirements.

     5.18 Form D; Blue Sky Laws. The Purchaser shall file a Form D
with respect to the Subject Shares as required pursuant to
Regulation D and to provide a copy thereof to the Seller promptly
after such filing. The Purchaser shall, on or before the Closing
Date, take such action as the Purchaser shall reasonably determine
is necessary to qualify the Subject Shares for, or obtain exemption
for the Subject Shares for, issuance to the Seller at the Closing
pursuant to this Agreement pursuant to applicable securities or
"Blue Sky" laws of the states of the United States, and shall
provide to the Seller evidence of any such action so taken on or
prior to the Closing Date. The Purchaser shall make all filings and
reports relating to the offer and sale of the Subject Shares
required pursuant to applicable securities or "Blue Sky" laws of
the states of the United States following the Closing Date.

     5.19 Integration. The Purchaser shall not sell, offer for sale
or solicit offers to purchase or otherwise negotiate in respect of
any security (as defined in Section 2 of the Securities Act) that
would be integrated with the issuance of the Subject Shares in a
manner that would require the registration pursuant to the
Securities Act of the issuance of any or all of the Subject Shares
to the Seller.

                           ARTICLE VI
                     COVENANTS OF THE SELLER

     6.1 Affirmative Covenants.  From the date hereof through the
Closing Date, the Seller will take every action reasonably required
of it to satisfy the conditions to Closing set

                                31

<Page>

forth in this Agreement and otherwise to ensure the prompt and
expedient consummation of the Transaction substantially as contemplated
hereby, and will exert all reasonable efforts to cause the
Transaction to be consummated; provided, however, in all instances
that the representations and warranties of the Purchaser in this
Agreement are and remain true and accurate and that the covenants
and agreements of the Purchaser in this Agreement are correct and
that the conditions to the obligations of the Seller set forth in
this Agreement are capable of satisfaction.

     6.2 Dissolution and Liquidation of the Seller.  After the
Closing and at the Seller's expense, the Seller shall take all
action necessary or appropriate for the prompt dissolution and
liquidation of the Seller and distribution of the Subject Shares
to the Seller's shareholders.

     6.3 Access and Information. The Seller shall provide to the
Purchaser and to the Purchaser's accountants, counsel, and other
representatives reasonable access during normal business hours
throughout the period prior to the Closing to all of the Seller's
properties, books, contracts, commitments, records (including, but
not limited to, tax returns), and personnel relating to the
Acquired Assets and, during such period, the Seller shall furnish
promptly to the Purchaser (1) all written communications relating
to the Acquired Assets, and (2) all other information relating to
the Acquired Assets as the Purchaser may reasonably request, but no
investigation pursuant to this Section 6.3 shall affect any
representations or warranties of the Seller, or the conditions to
the obligations of the Purchaser to consummate the Transaction. In
the event of the termination of this Agreement, the Purchaser will,
and will cause its representatives to, deliver to the Seller or
destroy all documents, work papers, and other material, and all
copies thereof, obtained by the Purchaser or on its behalf from the
Seller as a result of this Agreement or in connection herewith,
whether so obtained before or after the execution hereof, and will
hold in confidence all information received from the Seller,
whether or not such information has been designated as such by the
Seller in writing or by appropriate and obvious notation, and the
Purchaser will not use any such information, except in connection
with the Transaction, until such time as such information, is
otherwise publicly available. Purchaser and its representatives
shall assert their rights pursuant to this Section 6.3 in such
manner as to minimize interference with the business of the Seller.

     6.4 No Solicitation. The Seller and those persons and Entities
acting on behalf of the Seller will not, and the Seller will use
its best efforts to cause its employees, agents, and represen-
tatives (including any investment banker) not, directly or
indirectly, to solicit, encourage, or initiate any discussions
with, or negotiate or otherwise deal with, or provide any
information to, any person or Entity other than the Purchaser and
its officers, employees, and agents, relating to the Acquired
Assets. The Seller will notify the Purchaser immediately upon
receipt of any inquiry, offer or proposal relating to any of the
foregoing. None of the foregoing shall prohibit providing
information to others in a manner in keeping with the ordinary
conduct of the Seller's business, or providing information to
government authorities.

                                32

<Page>

     6.5 Conduct of Business Pending Closing of the Transaction.
Prior to the consummation of the Transaction or the termination of
this Agreement pursuant to its terms, unless the Purchaser shall
otherwise consent in writing, which consent shall not be
unreasonably withheld or delayed, and except as otherwise
contemplated by this Agreement, the Seller will comply with each of
the following:

     (1)    The Seller's business will be conducted only in the
            ordinary and usual course, the Seller shall keep intact
            the business organization and goodwill of the Seller and
            the Seller's business, keep available the services of the
            employees of the Seller and maintain good relationships
            with suppliers, lenders, creditors, distributors,
            employees, customers and others having business or
            financial relationships with the Seller's business, and
            the Seller shall immediately notify the Purchaser of any
            event or occurrence affecting the Acquired Assets.

     (2)    The Seller shall not create, incur or assume any long-
            term or short-term indebtedness for money borrowed or
            make any capital expenditures or commitment affecting any
            of the Acquired Assets.

     (3)    The Seller shall not sell, lease, mortgage, encumber, or
            otherwise dispose of or grant any interest in any of the
            Acquired Assets.

     (4)    The Seller shall not enter into any contract, agreement,
            commitment, or understanding relating to or affecting the
            Acquired Assets.

     (5)    The Seller shall not enter into any agreement,
            commitment, or understanding, whether in writing or
            otherwise, with respect to any of the matters referred to
            in subparagraphs (1) through (4) above.

     (6)    The Seller will continue properly and promptly to file
            when due all federal, state, local, foreign, and other
            tax returns, reports, and declarations required to be
            filed by it relating to the Acquired Assets, and will
            pay, or make full and adequate provision for the payment
            of, all taxes and governmental charges due from or
            payable by the Seller relating to the Acquired Assets.

     (7)    The Seller will comply with all laws and regulations
            applicable to the operations of the Seller's business and
            the utilization of the Acquired Assets.

     (8)    The Seller will maintain in full force and effect
            insurance coverage relating to the Acquired Assets (but
            not less than that presently in effect).

     6.6 Cooperation. The Seller will cooperate with the Purchaser
and its counsel,

                                33

<Page>

accountants, and agents in every way in consummating and closing the
Transaction and in delivering all documents and instruments deemed
reasonably necessary or useful by the Purchaser.

     6.7 Expenses. Whether or not the Transaction is consummated,
all costs and expenses incurred by the Seller in connection with
this Agreement and the Transaction shall be paid by the Seller.

     6.8 Publicity. Prior to the Closing any written news releases
by the Seller pertaining to this Agreement or the Transaction shall
be submitted to the Purchaser for review and approval prior to
release by the Seller, and shall be released only in a form
approved by the Purchaser; provided, however, that (1) such
approval shall not be unreasonably withheld, and (2) such review
and approval shall not be required of releases by the Seller, if
prior review and approval would prevent the timely and accurate
dissemination of such news release as required to comply, in the
judgment of counsel, with any applicable law, rule or policy.

     6.9 Updating of Exhibits and Disclosure Documents. The Seller
shall notify the Purchaser of any changes, additions, or events
which may cause any change in or addition to any schedules or
exhibits delivered by the Seller pursuant to this Agreement
promptly after the occurrence of the same and again at the Closing
by delivery of appropriate updates to all such schedules and exhib-
its. No such notification made pursuant to this section shall be
deemed to cure any breach of any representation or warranty made in
this Agreement, unless the Purchaser specifically agrees thereto in
writing, nor shall any such notification be considered to
constitute or result in a waiver by the Purchaser of any condition
set forth in this Agreement.

     6.10 Payment of Unassumed Liabilities. The Seller agrees
promptly to pay when due, or otherwise to discharge, without cost
or expense to the Purchaser, each and every unassumed Liability of
the Seller.

     6.11 Notice of Changes.  Until the Closing, the Seller will
immediately inform the Purchaser, in a detailed written notice, of
any fact or occurrence or any pending or threatened occurrence of
which the Seller obtains Knowledge and which (a) (if existing and
known at the time of the execution of this Agreement) would have
been required to be set forth or disclosed in or pursuant to this
Agreement or an exhibit or schedule hereto, (b) (if existing and
known at any time prior to or at the Closing) would make the
performance by the Purchaser of a covenant specified in this
Agreement impossible or make that performance materially  more
difficult that in the absence of that fact or occurrence, or (c)
(if existing and known at the time of the Closing) would cause a
condition to the Purchaser's obligations pursuant to this Agreement
not to be fully satisfied.

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<Page>

     6.12 Consents Without Any Condition.  The Seller shall not
make any agreement or enter into any understanding not approved in
writing by Purchaser as a condition for obtaining any consent,
authorization, approval, order, license, certificate, or permit
required or contemplated by this Agreement.

     6.13 Brokerage Fees.  If any person shall assert against the
Purchaser a claim to a fee, commission, or other compensation on
account of alleged performance of services as a broker of finder,
in connection with or as a result of the Transaction, the Seller
shall (subject to next sentence) indemnify and hold the Purchaser
harmless  against any and all losses, liabilities, claims, damages,
and expenses whatsoever as and when incurred resulting from, based
upon or in connection with such claim by such person, and the
Seller shall, at its expense, defend, any and all lawsuits,
actions, proceedings (formal or informal), or investigations
involving the claim that may at any time be brought against the
Seller and satisfy promptly any settlement or judgment arising
therefrom; but, if the Seller fails to defend any such lawsuit,
action, proceeding, or investigation in a timely manner, the
Purchaser shall have the right to defend and settle the same and
pay any judgment or settlement pertaining thereto, as the Purchaser
may reasonably deem appropriate, at the cost of the Seller.  If,
however, it is ultimately determined in any suit, action, or
proceeding (in which the Purchaser was provided the opportunity to
have its counsel participate in the defense) the Purchaser, was the
sole employer of the broker or finder, or services were performed
solely for the Purchaser, the Seller shall not be responsible
pursuant to this Section 6.13 and amounts therefor paid by the
Seller because of this Section 6.13 shall be reimbursed by the
Purchaser.

     6.14 Consent of Shareholders. As soon as practicable after the
execution of this Agreement, Seller shall commence activities
towards obtaining the approval of the Transaction by the holders of
the majority in interest (fifty one percent (51%) or more) of the
issued and outstanding shares of $.001 par value common stock of
the Seller, which approval may be obtained in any manner consistent
with the General Corporation Law of the State of Nevada.

     6.15 Transfer Restrictions. If the Seller should decide to
dispose of any of the Subject Shares, the Seller understands and
agrees that it may do so only pursuant to an effective registration
statement pursuant to the Securities Act (such as the SB-2) of the
Purchaser or pursuant to an available exemption from the
registration and prospectus delivery requirements of the Securities
Act. In connection with any transfer of any Subject Shares other
than pursuant to an effective registration statement filed by the
Purchaser, the Purchaser may require the transferor thereof to
provide to the Purchaser a written opinion of counsel, the form and
substance of which opinion shall be reasonably satisfactory to the
Purchaser, to the effect that such transfer does not require
registration of such transferred securities pursuant to the
Securities Act, which opinion shall be delivered by counsel for the
Purchaser.

                                35

<Page>

     The Seller agrees to the imprinting, so long as is required,
of the following legend on the certificate evidencing the Subject
Shares:

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
     REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN
     RELIANCE UPON EXEMPTION FROM REGISTRATION UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
     EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
     UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
     EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


                           ARTICLE VII
                      CONDITIONS TO CLOSING

     7.1 Conditions to Obligation of Purchaser. The obligation of
the Purchaser to close the Transaction shall be subject to the
fulfillment at or prior to the Closing of the following conditions,
unless the Seller shall waive such fulfillment in writing:

     (1)    This Agreement and the Transaction shall have received
            all approvals, consents, authorizations, and waivers from
            governmental and other regulatory agencies and other
            third parties (including lenders, holders of debt
            securities and lessors) required to consummate the
            Transaction;

     (2)    There shall not be in effect a preliminary or permanent
            injunction or other order by any federal or state court
            which prohibits the consummation of the Transaction;

     (3)    The Seller shall have performed in all material respects
            each of its agreements and obligations specified in this
            Agreement and required to be performed on or prior to the
            Closing and shall have complied with all material
            requirements, rules, and regulations of all regulatory
            authorities having jurisdiction relating to the
            Transaction;

     (4)    No adverse change shall, in the judgment of the
            Purchaser, have occurred regarding the Acquired Assets
            since the date of this Agreement;

     (5)    The representations and warranties of the Seller set
            forth in this Agreement shall be true in all material
            respects as of the date of this Agreement and,

                                36

<Page>

            except in such respects as, in the judgment of the Purchaser,
            do not materially and adversely affect the Acquired Assets,
            as of the Closing, as if made as of the Closing; and

     (6)    The Seller shall have delivered to the Purchaser other
            documents that the Purchaser may reasonably request in
            order to enable the Purchaser to determine whether the
            conditions to its obligation pursuant to this Agreement
            have been satisfied and otherwise to consummate and close
            the Transaction.

7.2 Conditions to Obligation of the Seller.  The obligation of
the Seller to effect the Transaction shall be subject to the
fulfillment at or prior to the Closing of the following conditions,
unless the Purchaser shall waive such fulfillment in writing:

     (1)    This Agreement and the Transaction shall have received
            all approvals, consents, authorizations, and waivers from
            governmental and other regulatory agencies and other
            third parties;

     (2)    There shall not be in effect a preliminary or permanent
            injunction or other order by any federal or state
            authority which prohibits the consummation of the
            Transaction;

     (3)    The Purchaser shall have performed in all material
            respects its agreements and obligations specified in this
            Agreement required to be performed on or prior to the
            Closing;

     (4)    The representations and warranties of the Purchaser set
            forth in this Agreement shall be true in all material
            respects as of the date of this Agreement and, except in
            such respects as do not materially and adversely affect
            the business of the Purchaser, as of the Closing Date as
            if made as of the Closing Date; and

     (5)    The Purchaser shall have delivered to the Seller other
            documents that the Seller may reasonably request in order
            to enable the Seller to determine whether the conditions
            to its obligation pursuant to this Agreement have been
            satisfied and otherwise to consummate and close the
            Transaction.

     7.3 Hart-Scott-Rodino Waiting Period.  All applicable waiting
periods in respect of the transactions contemplated by this
Agreement pursuant to the HSR Act, as amended, shall have expired
at or prior to the Closing.

                          ARTICLE VIII
       DOCUMENTS TO BE DELIVERED AND INSTRUMENTS AT CLOSING

                                37

<Page>

     8.1 The Purchaser to the Seller.  On the Closing, the
Purchaser shall deliver or cause to be delivered the following
instruments and documents to the Seller:

     (1)    A certificate evidencing and representing the Subject
            Shares, which certificate shall specify an appropriate
            legend regarding the restricted nature of those shares;

     (2)    Those documents contemplated by the provisions of
            Paragraph (5) of Section 7.2 of this Agreement;

     (3)    Evidence of action by the members of the Board of
            Directors of the Purchaser appointing as members of the
            Board of Directors of the Purchaser those persons
            designated by the Seller;

     (4)    Written resignation of William Iny as a member of the
            Board of Directors and as an officer of the Purchaser;

     (5)    Written resignation of Steven Bekropoulos as a member of
            the Board of Directors and as an officer of the
            Purchaser;

     (6)    Written evidence of the cancellation and termination of
            the Option Agreement;

     (7)    Written evidence of the cancellation and termination of
            the Management Services Agreement; and

     (8)    A copy of the Registration Rights Agreement duly signed
            by authorized officers of the Purchaser.

     8.2 The Seller to the Purchaser.  On the Closing, the Seller
shall deliver or cause to be delivered the following instruments
and documents to the Purchaser:

     (1)    A Bill of Sale, executed by the President and Secretary
            of the Seller, pursuant to which title to the Acquired
            Assets are transferred and vested in the Purchaser a copy
            of which is attached to this Agreement marked as Exhibit
            "A" ("Bill of Sale");
     (2)    Those documents contemplated by the provisions of
            Paragraph (6) of Section 7.1 of this Agreement; and

     (3)    A copy of the Registration Rights Agreement duly
            signed by authorized officers of the Seller.

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<Page>

                            ARTICLE IX
                          INDEMNIFICATION

     9.1  Indemnification by the Seller.  The Seller shall
indemnify, save and hold harmless the Purchaser, its affiliates and
subsidiaries, and its and their respective officers, employees,
directors, accountants, auditors, attorneys, partners, agents, and
other representatives ("Purchaser's Representatives") from and
against any and all costs, losses (including, without limitation,
diminution in value), liabilities, damages, lawsuits, deficiencies,
adverse claims, Taxes and expenses (whether or not resulting from
third-party claims) including, without limitation, interest,
penalties, reasonable attorneys' fees and all amounts paid in
investigation, defense or settlement of any of the foregoing
(collectively, "Damages"), incurred in connection with or resulting
from (i) any breach of any covenant or warranty, or the inaccuracy
of any representation made by the Seller in or pursuant to this
Agreement, (ii) any actual or threatened claim, suit, action or
proceeding resulting from the Seller's use of the Acquired Assets
prior to the Closing Date and (iii) any and all liabilities of the
Seller.  The term Damages as used in this Section 9.1 is not
limited to matters asserted by third parties against the Purchaser
or the Purchaser's Representatives, but includes Damages incurred
or sustained by the Purchaser or the Purchaser's Representatives,
in the absences of third party claims.

     9.2  Indemnification by the Purchaser.  The Purchaser shall
indemnify, save and hold harmless the Seller, and the Seller's
officers, employees, directors, accountants, auditors, attorneys,
partners, agents and other representatives, from and against any
and all Damages incurred in connection with or arising out of or
resulting from any breach of any covenant or warranty, or the
inaccuracy of any representation, made by the Purchaser in or
pursuant to this Agreement.

     9.3   Defense of Third-Party Claims.  If any lawsuit or
enforcement action is filed against any party entitled to the
benefit of indemnification pursuant to this Article IX, written
notice thereof shall be given to the indemnifying party as promptly
as practicable (and in any event no later than fifteen (15) days
after the service of the citation or summons); provided, however,
that the failure of any indemnified party to give timely notice
shall not affect rights to indemnification contemplated by this
Article IX except to the extent that the indemnifying party
demonstrates actual damage caused by such failure.  After such
notice, if the indemnifying party shall acknowledge in writing to
the indemnified party that the indemnifying party shall be
obligated pursuant to the terms of its indemnification pursuant to
this Article IX in connection with such lawsuit or action, then the
indemnifying party shall be entitled, if such party so elects, to
take control of the defense and investigation of such lawsuit or
action and to employ and engage attorneys of its own choice to
handle and defend the same, at the indemnifying party's cost, risk
and expense; provided, however, that the indemnifying party and its
counsel shall proceed with diligence and in good faith with respect
thereto.  The indemnified party shall cooperate in all reasonable
respects with the

                                39

<Page>

indemnifying party and such attorneys in the investigation, trial
and defense of such lawsuit or action and any
appeal resulting therefrom; provided, however, that the indemnified
party may, at its own cost, participate in the investigation, trial
and defense of such lawsuit or action and any appeal resulting
therefrom.  If a tax audit is commenced or any Tax is claimed in
connection with any of the Acquired Assets prior to the Closing
Date, such tax claim shall be treated as a lawsuit or enforcement
action for purposes of this Section 9.3; provided, however, that
the Seller shall be solely responsible for all Taxes, Liabilities
and expenses resulting therefrom.


                             ARTICLE X
                   TERMINATION, AMENDMENT, WAIVER

     10.1 Termination. This Agreement and the Transaction may be
terminated at any time prior to the Closing:

     (1)   By mutual consent of the Purchaser and the Seller; or

     (2)   By either Purchaser or the Seller, upon written notice to
           the other, if the conditions to such party's obligations
           to consummate the Transaction, in the case of Purchaser,
           as specified in Section 7.1 of this Agreement, or, in the
           case of the Seller, as specified in Section 7.2 of this
           Agreement, were not, or cannot reasonably be, satisfied,
           unless the failure or condition is the result of the
           material breach of this Agreement by the party seeking to
           terminate this Agreement.

     10.2 Amendment. This Agreement may be amended by the Purchaser
and the Seller by action taken at any time. This Agreement may not
be amended, except by an instrument in writing signed on behalf of
the Purchaser and the Seller.

     10.3 Waiver.  At any time prior to the Closing, the Purchaser
or the Seller may (i) extend the time for the performance of any of
the obligations or other acts of the other party, (ii) waive any
inaccuracies in the representations and warranties specified in
this Agreement or in any document delivered pursuant to this
Agreement, or (iii) waive compliance with any of the agreements or
conditions specified in this Agreement. Any agreement on the part
of a party to any such extension or waiver shall be valid only if
set forth in an instrument in writing signed on behalf of such
party.


                           ARTICLE XI
                       GENERAL PROVISIONS

                                40

<Page>

     11.1  Notices.  Any notice, direction or instrument required
or permitted to be given pursuant to this Agreement shall be given
in writing by (a) telegram, facsimile transmission or similar
method, if confirmed by mail as herein provided; by mail, (b) if
mailed postage prepaid, by certified mail, return receipt
requested; or (iii) hand delivery to any party at the addresses of
the parties specified below. If given by telegram or facsimile
transmission or similar method or by hand delivery, such notice,
direction or instrument shall be deemed to have been given or made
on the day on which it was given, and if mailed, shall be deemed to
have been given or made on the second (2nd) business day following
the day after which it was mailed.  Any party may, from time to
time by similar notice, give notice of any change of address, and
in such event, the address of such party shall be deemed to be
changed accordingly.  The address, telephone number and facsimile
transmission number for the notice of each party are:

If to the Seller:       Six Forty-Nine Incorporated
                        3110 E. Sunset Road, Suite H1
                        Las Vegas, Nevada 89120

Facsimile:              604.584.1896

If to the Purchaser:    Encore Ventures, Inc.
                        5709 Hudson Street
                        Vancouver, British Columbia
                        Canada V6M 2Z2

Facsimile:              604.261.8990

     11.2 Further Assurances.  Each party, at any time and from
time to time, at the other party's request, shall execute,
acknowledge, and deliver any and all instruments and take any and
all action that may be necessary or proper to carry out, perform,
and effectuate the intents and purposes of the provisions of this
Agreement.  In the case of refusal or failure to do so by any
party, the other parties, and each of them, shall have the power
and authority, as attorney-in-fact for the party so refusing or
failing, to execute, acknowledge, and deliver such instrument.

     11.3 Time of the Essence.  Time is, and at all times hereafter
shall be, of the essence in satisfying the terms, conditions and
provisions of this Agreement.

     11.4 Attorneys' Fees.  In the event either party incurs any
expense, including attorneys' fees, by reason of any default or
alleged default by the other party, the party prevailing in any
action or proceeding brought to resolve the issue of any such
default or alleged default shall be entitled to recover such
prevailing party's expenses incurred to

                                41

<Page>

prosecute or defend such action or proceeding, including, without
limiting the generality of the foregoing, actual attorneys' fees and
costs incurred preparatory to such prosecution and defense.  Moreover,
while a court of competent jurisdiction may assist in determining
whether or not the fees actually incurred are reasonable considering
the circumstances then existing, that court shall not to be governed by
any judicially or legislatively established fee schedule, and said
fees and costs are to include those as may be incurred on appeal of
any issue and all of which fees and costs shall be included as part
of any judgment, by cost bill or otherwise, and where applicable,
any appellate decision rendered in or arising out of such action or
proceeding.  For purposes of this Agreement, in any action or
proceeding instituted by a party based upon any default or alleged
default of this Agreement by the other party, the prevailing party
shall be that party in any such action or proceeding (i) in whose
favor a judgment is entered, or (ii) prior to trial, hearing or
judgment such other party shall pay all or any portion of amounts
claimed by the party seeking payment, or such other party shall
eliminate the condition, cease the act, or otherwise cure the
omission claimed by the party initiating such action or proceeding.

     11.5  Assignment.  No party shall have the right, without the
consent of the other party, to assign, transfer, sell, pledge,
hypothecate, delegate, or otherwise transfer, whether voluntarily,
involuntarily or by operation of law, any of such party's rights or
obligations created by the provisions of this Agreement, nor shall
the parties' rights be subject to encumbrance or the claim of
creditors.  Any such purported assignment, transfer, or delegation
shall be null and void.

     11.6 Captions and Interpretations.  Captions of the articles,
sections and paragraphs of this Agreement are for convenience and
reference only, and the works specified therein shall in no way be
held to explain, modify, amplify or aid in the interpretation,
construction, or meaning of the provisions of this Agreement.  The
language in all parts to this Agreement, in all cases, shall be
construed in accordance with the fair meaning of that language as
if prepared by all parties and not strictly for or against any
party.  Each party and counsel for such party have reviewed this
Agreement.  The rule of construction, which requires a court to
resolve any ambiguities against the drafting party, shall not apply
in interpreting the provisions of this Agreement.

     11.7  Entire Agreement.  This Agreement and the Bill of Sale
are the final written expression and the complete and exclusive
statement of all the agreements, conditions, promises,
representations, warranties and covenants between the parties with
respect to the subject matter of this Agreement, and this Agreement
and the Bill of Sale supersede all prior or contemporaneous
agreements, negotiations, representations, warranties, covenants,
understandings and discussions by and between and among the
parties, their respective representatives, and any other person,
with respect to the subject matter specified in this Agreement.
This Agreement and the Bill of Sale may be amended only by an
instrument in writing which expressly refers to this Agreement or
the Bill of Sale and specifically indicates

                                42

<Page>

that such instrument is intended to amend this Agreement or the Bill
of Sale and is signed by each of the parties.  Each of the parties
represents, warrants and covenants that in executing this Agreement
and the Bill of Sale that such party has relied solely on the terms,
conditions and provisions specified in this Agreement and the Bill of
Sale.  Each of the parties additionally represents, warrants and
covenants that in executing and delivering this Agreement and the Bill
of Sale that such party has placed no reliance whatsoever on any statement,
representation, warranty, covenant or promise of the other party,
or any other person, not specified expressly in this Agreement and
the Bill of Sale, or upon the failure of any party or any other
person to make any statement, representation, warranty, covenant or
disclosure of any nature whatsoever.  The parties have included
this section to preclude (i) any claim that any party was in any
manner whatsoever induced fraudulently to enter into, execute and
deliver this Agreement and the Bill of Sale, and (ii) the
introduction of parol evidence to vary, interpret, supersede,
modify, amend, annul, supplement or contradict the terms,
conditions and provisions of this Agreement or the Bill of Sale.
No provision of the Bill of Sale shall supersede or annul the terms
and provisions of this Agreement, unless the matter specified in
the Bill of Sale shall explicitly so provide to the contrary.  In
the event of ambiguity in meaning or understanding between the
provisions of this Agreement proper and the Bill of Sale, the
provisions of this Agreement shall prevail and control in all
instances.

     11.8 Choice of Law and Consent to Jurisdiction.  This
Agreement shall be deemed to have been entered into in the State of
Nevada. All questions concerning the validity, interpretation, or
performance of any of the terms, conditions and provisions of this
Agreement or of any of the rights or obligations of the parties
shall be governed by, and resolved in accordance with, the laws of
the State of Nevada without regard to conflicts of law principles.

     11.9 Number and Gender.  Whenever the singular number is used
in this Agreement and, when required by the context, the same shall
include the plural, and vice versa; the masculine gender shall
include the feminine and the neuter genders, and vice versa.

     11.10  Successors and Assigns.  This Agreement and each of its
provisions shall obligate the heirs, executors, administrators,
successors, and assigns of each of the parties.  Nothing specified
in this article, however, shall be a consent to the assignment or
delegation by any party of such party's respective rights and
obligations created by the provisions of this Agreement.

     11.11  Third Party Beneficiaries.  Except as expressly
specified by the provisions of this Agreement, this Agreement shall
not be construed to confer upon or give to any person, other than
the parties hereto, any right, remedy or claim pursuant to, or by
reason of, this Agreement or of any term or condition of this
Agreement.

     11.12  Severability.  In the event any part of this Agreement,
for any reason, is

                                43

<Page>

determined by a court of competent jurisdiction
to be invalid, such determination shall not affect the validity of
any remaining portion of this Agreement, which remaining portion
shall remain in full force and effect as if this Agreement had been
executed with the invalid portion thereof eliminated.  It is hereby
declared the intention of the parties that they would have executed
the remaining portion of this Agreement without including any such
part, parts, or portion which, for any reason, may be hereafter
determined to be invalid.

     11.13 Governmental Rules and Regulations.  The Transaction is
and shall remain subject to any and all present and future orders,
rules and regulations of any duly constituted authority having
jurisdiction of the Transaction.

     11.14 Execution in Counterparts.  This Agreement may be
prepared in multiple copies and forwarded to each of the parties
for execution.  All of the signatures of the parties may be affixed
to one copy or to separate copies of this Agreement and when all
such copies are received and signed by all the parties, those
copies shall constitute one agreement which is not otherwise
separable or divisible.  Counsel for the Seller shall keep all of
such signed copies and shall conform one copy to show all of those
signatures and the dates thereof and shall mail a copy of such
conformed copy to each of the parties within thirty (30) days after
the receipt by such counsel of the last signed copy, and such
counsel shall cause one such conformed copy to be filed in the
principal office of such counsel.

     11.15 Reservation of Rights.  The failure of any party at any
time or times hereafter to require strict performance by any other
party of any of the warranties, representations, covenants, terms,
conditions and provisions specified in this Agreement shall not
waive, affect of diminish any right of such party failing to
require strict performance to demand strict compliance and
performance therewith and with respect to any other provisions,
warranties, terms, and conditions specified in this Agreement.  Any
waiver of any default shall not waive or affect any other default,
whether prior or subsequent thereto, and whether the same or of a
different type.  None of the representations, warranties,
covenants, conditions, provisions and terms specified in this
Agreement shall be deemed to have been waived by any act or
Knowledge of any party, its agents, trustees, officers, or
employees and any such waiver shall be made only by an instrument
in writing, signed by the waiving party and directed to any non-
waiving party specifying such waiver, and each party reserves such
party's rights to insist upon strict compliance herewith at all
times.

     11.16 Survival of Covenants, Representations and Warranties.
All covenants, representations, and warranties made by each party
to this Agreement shall be deemed made for the purpose of inducing
the other party to enter into and execute this Agreement. The
representations, warranties, and covenants specified in this
Agreement shall survive the Closing and shall survive any
investigation by either party whether before or after the execution
of this Agreement.  The covenants, representations, and warranties
of the Seller

                                44

<Page>

and the Purchaser are made only to and for the benefit of the other
and shall not create or vest rights in other persons.

     11.17 Concurrent Remedies.  No right or remedy specified in
this Agreement conferred on or reserved to the parties is exclusive
of any other right or remedy specified in this Agreement or by law
or equity provided or permitted; but each such right and remedy
shall be cumulative of, and in addition to, every other right and
remedy specified in this Agreement or now or hereafter existing at
law or in equity or by statute or otherwise, and may be enforced
concurrently therewith or from time to time.  The termination of
this Agreement for any reason whatsoever shall not prejudice any
right or remedy which any party may have, either at law, in equity,
or pursuant to the provisions of this Agreement.

     11.18 Force Majeure.  If any party is rendered unable,
completely or partially, by the occurrence of an event of "force
majeure" (hereinafter defined) to perform such party's obligations
created by the provisions of this Agreement, such party shall give
to the other party prompt written notice of the event of "force
majeure" with reasonably complete particulars concerning such
event; thereupon, the obligations of the party giving such notice,
so far as those obligations are affected by the event of "force
majeure," shall be suspended during, but no longer than, the
continuance of the event of "force majeure."  The party affected by
such event of "force majeure" shall use all reasonable diligence to
resolve, eliminate and terminate the event of "force majeure" as
quickly as practicable. The requirement that an event of "force
majeure" shall be remedied with all reasonable dispatch as
hereinabove specified, shall not require the settlement of strikes,
lockouts or other labor difficulties by the party involved,
contrary to such party's wishes, and the resolution of any and all
such difficulties shall be handled entirely within the discretion
of the party concerned. The term "force majeure" as used herein
shall be defined as and mean any act of God, strike, civil
disturbance, lockout or other industrial disturbance, act of the
public enemy, war, blockage, public riot, earthquake, tornado,
hurricane, lightning, fire, epidemics, quarantine restrictions,
public demonstration, storm, flood, explosion, freight embargoes,
governmental action, governmental delay, restraint or inaction,
unavailability of equipment, default of a party's subcontractors or
suppliers, and any other cause or event, whether of the kind
enumerated specifically herein, or otherwise, which is not
reasonably within the control of the party claiming such
suspension.

     11.19 Consent to Agreement.  By executing this Agreement, each
party, for itself, represents such party has read or caused to be
read this Agreement in all particulars, and consents to the rights,
conditions, duties and responsibilities imposed upon such party as
specified in this Agreement.  Each party represents, warrants and
covenants that such party executes and delivers this Agreement of
its own free will and with no threat, undue influence, menace,
coercion or duress, whether economic or physical.  Moreover, each
party represents, warrants, and covenants that such party executes
this Agreement acting on such party's own independent judgment.

                                45

<Page>

     11.20  Waiver and Modification.  No modification, supplement
or amendment of this Agreement or of any covenant, representation,
warranty, condition, or limitation specified in this Agreement
shall be valid unless the same is made in writing and duly executed
by both parties.  No waiver of any covenant, representation,
warranty, condition, or limitation specified in this Agreement
shall be valid unless the same is made in writing and duly executed
by the party making the waiver.  No waiver of any provision of this
Agreement shall be deemed, or shall constitute, a waiver of any
other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver.

     11.21 Further Assurances.  The parties shall from time to
time sign and deliver any further instruments and take any further
actions as may be necessary to effectuate the intent and purposes
of this Agreement.

IN WITNESS WHEREOF, the undersigned have caused this Agreement to
be signed in duplicate by their respective officers thereunto
duly authorized to be effective on the date specified in the
preamble of this Agreement.

Six Forty-Nine Incorporated,
a Nevada corporation

      /s/ Stacey Lauridia
By:	____________________________

Its:	President

      /s/ K. Whyte
By:	____________________________

Its:	Secretary

Encore Ventures, Inc.,
a Nevada corporation

      /s/ William Iny
By:	___________________________

Its:	President

      /s/ William Iny
By:	___________________________

Its:	Secretary

                                46

<Page>

                           SCHEDULE 1.2

               The Acquired Assets shall include:

             The Mediterranean Weight Loss Program

The Invention:
--------------

A scientific weight loss program to be used for 5-30 lbs. weight
loss.

Components:
-----------

A reducing 1200 calories, daily consisting of the following
structured program:

     1.   A specifically formulated liquid product, in a can or
          bottle, for breakfast and an identical formulation for
          lunch.

     2.   Plus an evening meal consisting of the remaining
          calories to total 1200 a day.

The composition of the product is the following:

     1.   A high-level monounsaturated fat ("safe fat")
          corresponding to scientific nutrition information.

     2.   A specific content of carbohydrates to facilitate
          weight loss and a specified amount of protein.

Dinner menu:

The dinner menu will consist of the following:

     1.   A recipe consistent with the product composition and
          caloric daily requirement.

     2.   Thirty Mediterranean region recipes will be included,
          mainly from France, Italy, and Greece.

The formula has been submitted to the Garden State Nutritionals.

<Page>

                       SCHEDULE 4.5

To the best of Seller's Knowledge, there are no Liabilities
relating to or affecting the Acquired Assets.


</TEXT>
</DOCUMENT>
