VIABLE RESOURCES INC
AGREEMENT AND PLAN OF REORGANIZATION
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>y62974exv10w1.txt
<DESCRIPTION>AGREEMENT AND PLAN OF REORGANIZATION
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                      AGREEMENT AND PLAN OF REORGANIZATION

                                  BY AND AMONG

                             VIABLE RESOURCES, INC.
                              A NEVADA CORPORATION

                           STATMON TECHNOLOGIES CORP.
                             A DELAWARE CORPORATION

                 RONALD SHOGREN, MICHAEL BUTLER, PHILIP G. HINDS
                                       AND

                 THE SHAREHOLDERS OF STATMON TECHNOLOGIES CORP.

                               DATED: MAY __, 2002

<PAGE>


                      AGREEMENT AND PLAN OF REORGANIZATION

                             VIABLE RESOURCES, INC.
                                       AND
                           STATMON TECHNOLOGIES CORP.

         This Agreement and Plan of Reorganization ("Agreement"), dated as of
May __, 2002, among VIABLE RESOURCES, INC. ("VBL"), a Nevada Corporation,
Statmon Technologies Corp. ("STC"), a Delaware Corporation, Ronald Shogren,
Michael Butler, Philip G. Hinds (collectively, the "Principals") and the
shareholders of Statmon Technologies Corp. who are signatories hereto ("STC
Shareholders").

                              W I T N E S S E T H:

         A. WHEREAS, STC and VBL are corporations duly organized under the laws
of the State of Delaware and Nevada, respectively.

         B. Plan of Reorganization. The STC Shareholders are the owners of all
of the issued and outstanding common stock of STC. All of the issued and
outstanding stock of STC owned by the STC Shareholders shall be acquired by VBL
in exchange solely for its voting stock. For federal income tax purposes it is
intended that this exchange shall qualify as a reorganization within the meaning
of Section 368 (a)(1)(B) of the Internal Revenue Code of 1986, as amended (the
"Code").

         C. Exchange of Securities. VBL and the STC Shareholders agree that (i)
all of the common shares owned by the STC Shareholders shall be exchanged on a
one for one basis for common stock of VBL (after giving effect to the one for 16
reverse split consummated prior to the date hereof and discussed in Section 5.9
herein) and (ii) all of the options and warrants to purchase common shares of
STC, a schedule of which is attached hereto as Schedule B, which are issued and
outstanding shall be exchanged for options and warrants to purchase an equal
number of common shares of VBL subject to equivalent terms and conditions as set
forth in each of the respective option agreements and warrant agreements to
purchase common shares of STC. The VBL shares, on the closing date, shall be
delivered ratably to the individual shareholders in exchange for their STC
shares as set forth on Schedule A attached hereto.

         D. WHEREAS, the parties hereto wish to enter into this Agreement,
pursuant to the provisions of the Nevada Business Corporation Act.

         NOW, THEREFORE, it is agreed among the parties as follows:

                                    ARTICLE I

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                                THE CONSIDERATION

         1.1 Subject to the conditions set forth herein on the "Effective Date"
(as herein defined), (i) the STC Shareholders shall exchange all of their common
shares of STC on a one for one basis for common stock of VBL (after giving
effect to the one for 16 reverse split consummated prior to the date hereof and
discussed in Section 5.9 herein) and (ii) all of the options and warrants to
purchase common shares of STC, a schedule of which is attached hereto as
Schedule B, which are issued and outstanding shall be exchanged for options and
warrants to purchase an equal number of common shares of VBL subject to
equivalent terms and conditions as set forth in each of the respective option
agreements and warrant agreements to purchase common shares of STC. The
transactions contemplated by this Agreement shall be completed at a closing
("Closing") on a closing date ("Closing Date") which shall be as soon as
practicable after approval of this exchange by the STC Shareholders and
compliance with Section 14(f) of the Securities and Exchange Act of 1934, except
that such transaction must be completed on or before June 30, 2002, or this
Agreement shall expire unless extended in writing.

         On the Closing Date, all of the documents to be furnished to VBL and
STC, including the documents to be furnished pursuant to Articles VII and VIII
of this Agreement, shall be delivered to M.A. Littman, to be held in escrow
until the Effective Date or the date of termination of this Agreement, whichever
first occurs, and thereafter shall be promptly distributed to the parties as
their interests may appear.

         1.2 At the Effective Date, STC shall become a subsidiary of VBL. STC's
shareholders shall receive pro rata shares of $.0001 par value voting common
stock as follows:

                  VBL shall issue to the STC Shareholders one share of VBL
common stock in exchange for each share of STC common stock owned by such STC
Shareholder.

         1.3 If this Agreement is duly adopted by the holders of the requisite
number of shares of STC, in accordance with the applicable laws and subject to
the other provisions hereof, such documents as may be required by law to
accomplish the Agreement shall be filed as required by law to effectuate same,
and it shall become effective. The time of filing the last document required by
law shall be the Effective Date for the Agreement. For accounting purposes, the
Agreement shall be effective as of 12:01 a.m., on the last day of the month
preceding the Closing Date.

                                   ARTICLE II

                         ISSUANCE AND EXCHANGE OF SHARES

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         2.1 Upon the terms and subject to the conditions of this Agreement, the
STC Shareholders shall exchange all of their common shares of STC on a one for
one basis for VBL common stock and (ii) all of the options and warrants to
purchase common shares of STC, a schedule of which is attached hereto as
Schedule B, which are issued and outstanding shall be exchanged for options and
warrants to purchase an equal number of common shares of VBL, subject to
equivalent terms and conditions as set forth in each of the respective option
agreements and warrant agreements to purchase common shares of STC.

         2.2 VBL represents that no outstanding options or warrants for its
unissued shares exist, except options to purchase 250,000 common shares of VBL
issued pursuant to the Share Purchase Agreement, dated May 16, 2002, by and
among Ronald Shogren, Michael Butler, Philip G. Hinds, Viable Resources and
Powerlink International Finance (the "Share Purchase Agreement").

         2.3 The stock transfer books of STC shall be closed on the Effective
Date, and thereafter no transfers of the stock of STC shall be made. STC shall
appoint an exchange agent ("Exchange Agent"), to accept surrender of the
certificates representing the common shares of STC, and to deliver in exchange
for such surrendered certificates, shares of common stock of VBL. The
authorization of the Exchange Agent may be terminated by VBL after six months
following the Effective Date. Upon termination of such authorization, any shares
of STC and any funds held by the Exchange Agent for payment to STC shareholders
pursuant to this Agreement shall be transferred to VBL or its designated agent
who shall thereafter perform the obligations of the Exchange Agent. If
outstanding certificates for shares of STC are not surrendered or the payment
for them not claimed prior to such date on which such payments would otherwise
escheat to or become the property of any governmental unit or agency, the
unclaimed items shall, to the extent permitted by abandoned property and other
applicable law, become the property of VBL (and to the extent not in its
possession shall be paid over to it), free and clear of all claims or interest
of any persons previously entitled to such items. Notwithstanding the foregoing,
neither the Exchange Agent nor any party to this Agreement shall be liable to
any holder of STC shares for any amount paid to any governmental unit or agency
having jurisdiction of such unclaimed item pursuant to the abandoned property or
other applicable law of such jurisdiction.

         2.4 No fractional shares of VBL stock shall be issued as a result of
the Agreement. Shares shall be rounded up to nearest whole share.

         2.5 Each of STC and VBL, as the case may be, shall be responsible for
any transfer and similar taxes assessed or payable by each of them in connection
with the sale and transfer of the STC Shares or the VBL Shares, as the case may
be, and the transactions contemplated hereby.


                                   ARTICLE III

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                           REPRESENTATIONS, WARRANTIES
                   AND COVENANTS OF STATMON TECHNOLOGIES CORP.

         No representations or warranties are made by any director, officer,
employee or shareholder of STC as individuals, except as and to the extent
stated in this Agreement or in a separate written statement (the "STC Disclosure
Statement"), if any. STC hereby represents, warrants and covenants to VBL except
as stated in the STC Disclosure Statement, as follows:

         3.1 STC is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, and has the corporate power
and authority to own or lease its properties and to carry on its business as it
is now being conducted. The Certificate of Incorporation and Bylaws of STC are
complete and accurate, and the minute books of STC contain a record, which is
complete and accurate in all material respects, of all meetings, and all
corporate actions of the shareholders and board of directors of STC.

         3.2 The aggregate number of shares which STC is authorized to issue is
10,000,000 shares of common stock and 5,000,000 shares of preferred stock of
which 7,575,000 shares of common stock are issued and outstanding.

         3.3 STC has complete and unrestricted power to enter into and, upon the
appropriate approvals as required by law, to consummate the transactions
contemplated by this Agreement.

         3.4 Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by STC will conflict with or result in a breach or violation of the
Articles of Incorporation or Bylaws of STC.

         3.5 The execution, delivery and performance of this Agreement has been
duly authorized and approved by STC's Board of Directors.

         3.6 There are no legal proceedings or regulatory proceedings involving
material claims pending, or to the knowledge of the executive officers of STC,
threatened against STC or affecting any of its assets or properties, and to the
knowledge of STC's officers, STC is not in any material breach or violation of
or default under any Contract or instrument to which STC is a party, and no
event has occurred which with the lapse of time or action by a third party could
result in a material breach or violation of or default by STC under any Contract
or other instrument to which STC is a party or by which it or any of its
properties may be bound or affected, or under its respective Articles of
Incorporation or Bylaws, nor is there any court or regulatory order pending,
applicable to STC.

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<PAGE>

         3.7 The representations and warranties of STC shall be true and correct
as of the date hereof and as of the Closing Date.

         3.8 No representation or warranty by STC in this Agreement, the STC
Disclosure Statement or any certificate delivered pursuant hereto contains any
untrue statement of a material fact or omits to state any material fact
necessary to make such representation or warranty not misleading.

         3.9 To the knowledge of the executive officers of STC, all trade names,
inventions, discoveries, ideas, research, engineering, methods, practices,
processes, systems, formulae, designs, drawings, products, projects,
improvements, developments, know-how, and trade secrets which are used in the
conduct of STC's business, whether registered or unregistered (collectively the
"Proprietary Rights") are owned by STC. To the knowledge of the executive
officers of STC, STC created or developed such Proprietary Rights and such
Proprietary Rights are not subject to any restriction, lien, encumbrance, right,
title or interest in others. All of the foregoing Proprietary Rights that are
not in the public domain stand solely in the name of STC and not in the name of
any shareholder, director, officer, agent, partner or employee or anyone else
known to the executive officers of STC, and none of the same have any right,
title, interest, restriction, lien or encumbrance therein or thereon or thereto.
To the knowledge of the executive officers of STC, STC's ownership and use of
the Proprietary Rights do not and will not infringe upon, conflict with or
violate in any material respect any patent, copyright, trade secret or other
lawful proprietary right of any other party, and no claim is pending or, to the
knowledge of the executive officers of STC, threatened to the effect that the
operations of STC infringe upon or conflict with the asserted rights of any
other person under any of the Proprietary Rights, and to the knowledge of the
executive officers of STC there is no reasonable basis for any such claim
(whether or not pending or threatened). No claim is pending, or to the knowledge
of the executive officers of STC, threatened to the effect that any such
Proprietary Rights owned or licensed by STC, or which STC otherwise has the
right to use, is invalid or unenforceable by STC.

         3.10 (i) STC has not received notice of any material violation of or
investigation relating to any environmental or pollution law, regulation, or
ordinance with respect to assets now or previously owned or operated by STC that
has not been fully and finally resolved; (ii) to the knowledge of the executive
officers of STC, all permits, licenses and other authorizations which are
required under United States, federal, state, provincial and local laws with
respect to pollution or protection of the environment ("Environmental Laws"),
including Environmental Laws relating to actual or threatened emissions,
discharges or releases of pollutants, contaminants or hazardous or toxic
materials or wastes ("Pollutants") have been obtained; (iii) to the knowledge of
the executive officers of STC, no conditions exist on, in or about the
properties now or previously owned or operated by STC or any third-party
properties to which any Pollutants generated by STC were sent or released that
could give rise on the part of STC to material liability under any Environmental
Laws, material claims by third parties under Environmental

                                     - 6 -
<PAGE>
Laws or under common law or the occurrence of material costs to avoid any such
liability or claim; and (iv) to the knowledge of the executive officers of STC,
all operators of STC's assets are in material compliance with all terms and
conditions of such Environmental Laws, permits, licenses and authorizations, and
are also in compliance with all other limitations, restrictions, conditions,
standards, prohibitions, requirements, obligations, schedules and timetables
contained in such laws or contained in any regulation, code, plan, order,
decree, judgment, notice or demand letter issued, entered, promulgated or
approved thereunder, relating to STC's assets.

         3.11 STC has delivered to VBL financial statements of STC dated
December 31, 2001. All such statements, herein sometimes called "STC Financial
Statements," are (and will be) complete and correct in all material respects
and, together with the notes to these financial statements, present fairly the
financial position and results of operations of STC for the periods indicated.
All statements of STC will have been prepared in accordance with generally
accepted accounting principles.

         3.12 Since the dates of the STC Financial Statements, there have not
been any material adverse changes in the business or condition, financial or
otherwise, of STC. STC does not have any material liabilities or obligations,
secured or unsecured except as shown on the updated financials of STC (whether
accrued, absolute, contingent or otherwise).

                                   ARTICLE IV

                  REPRESENTATIONS, WARRANTIES AND COVENANTS OF
                    VIABLE RESOURCES, INC. AND THE PRINCIPALS

         No representations or warranties are made by any director, officer,
employee or shareholder of VBL as individuals, except as and to the extent
stated in this Agreement or in a separate written statement (the "VBL Disclosure
Statement"), if any.

         VBL and the Principals hereby represent, warrant and covenant to STC
and its shareholders, except as stated in the VBL Disclosure Statement, as
follows:

         4.1 VBL is a corporation duly organized, validly existing and in good
standing under the laws of the State of Nevada, and has the corporate power and
authority to own or lease its properties and to carry on its business as it is
now being conducted. VBL is duly qualified to do business and in good standing
as a foreign corporation in each jurisdiction in which the property owned,
leased or operated by VBL or the nature of the business conducted by it makes
such qualification necessary. The Articles of Incorporation and Bylaws of VBL,
copies of which have been delivered to STC, are complete and accurate, and the
minute books of VBL contain a record, which is complete and accurate in all
material respects, of all meetings, and all corporate actions of the
shareholders and Board of Directors of VBL.

                                     - 7 -
<PAGE>

         4.2 The aggregate number of shares which VBL is authorized to issue is
25,000,000 shares of common stock with a par value of $.0001 per share, of which
23,040,300 shares of such common stock are issued and outstanding. All issued
and outstanding shares of capital stock of VBL have been duly authorized and
validly issued, fully paid, non-assessable and free of preemptive rights. A copy
of the current stockholder list is attached hereto as Schedule 4.2. VBL has, on
the Closing Date, no outstanding options, warrants or other rights to purchase,
or subscribe to, or securities convertible into or exchangeable for any shares
of capital stock, except options referred to in 2.2 above. No preferred stock of
VBL is outstanding. All of such shares have been issued in compliance with all
Federal and State securities laws. None of such issued and outstanding shares is
the subject of any voting trust agreement or other agreement relating to the
voting thereof or restricting in any way the sale or transfer thereof.

         4.3  (a) VBL has complete and unrestricted corporate power and
authority to execute and deliver this Agreement and to consummate the
transactions contemplated by this Agreement. The execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized and approved by the VBL's Board of
Directors, and, if necessary, the stockholders of VBL and no other corporate
proceedings on the part of VBL are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby.

              (b) This Agreement has been duly authorized, executed and
delivered by VBL and constitutes the legal, valid and binding obligations of
VBL, enforceable against it in accordance with its terms. The issuance, sale and
delivery of the VBL Shares have been duly authorized by all required corporate
action on the part of VBL. The VBL Shares when issued and paid for in accordance
with this Agreement, will be validly issued, fully paid and nonassessable, with
no personal liability attaching to the ownership thereof and will be free and
clear of all Liens.

         4.4. (a) Neither the making of nor the compliance with the terms and
provisions of this Agreement and consummation of the transactions contemplated
herein by VBL will (i) conflict with or violate any law, regulation, court
order, judgment or decree, (ii) violate or conflict with the Articles of
Incorporation or By-Laws of VBL, or (iii) result in any breach of or constitute
a default (or an event which with notice or lapse of time or both would become a
default) under, or give to others any rights of termination or cancellation of
any Contract, permit, license or franchise to which VBL is bound or affected,
except for conflicts, violations, breaches or defaults which, in the aggregate,
would not have a material adverse effect on VBL.

              (b) The execution, delivery or performance of this Agreement does
not, and the consummation of the transactions contemplated hereby will not,
require any notice, report or other filing with any governmental authority,
domestic or foreign, or

                                     - 8 -
<PAGE>
require any waiver, consent, approval or authorization of any Person or any
governmental or regulatory authority, domestic or foreign.

         4.5 (a) VBL has previously delivered to STC true and complete copies of
its Form 8-A, Form 10-KSB for the fiscal year ended March 31, 2001 and its Forms
10-QSB for the quarters ended June 30, 2001, September 30, 2001 and December 31,
2001 (the "SEC Reports"), and all other documents (other than preliminary
material) that VBL was required to file with the SEC since the effective date of
its Form 8-A. Prior to the Closing Date, VBL will have furnished STC with true
and complete copies of any additional SEC Reports required to be filed by VBL,
if any, with the SEC prior to the Closing Date. As of their respective filing
dates, the SEC Reports complied in all material respects with the requirements
of the Exchange Act or the Securities Act, as the case may be, and none of the
SEC Reports contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances in which they were made,
not misleading, except to the extent corrected by a subsequently filed SEC
Document.

             (b) The financial statements of VBL, including the notes thereto,
included in the SEC Reports, comply as to form in all material respects with
applicable accounting requirements and with respect to the published regulations
of the SEC with respect thereto, have been prepared in accordance with generally
accepted accounting principles consistently applied and fairly present the
financial position of VBL at the dates thereof and for the periods to which they
relate.

             (c) Except and as to the extent reflected in the December 31, 2001
balance sheet of VBL included in its Form 10-QSB for the quarter ended December
31, 2001, VBL did not have any direct or indirect Liabilities, whether due or to
become due, or arising out of transactions entered into, or any state of facts
existing, on or prior to December 31, 2001 which would be required to be
reflected on the December 31, 2001 balance sheet in accordance with GAAP.

         4.6 Since December 31, 2001, there have not been any material adverse
changes in the business or condition, financial or otherwise, of VBL and nothing
has occurred relative to the business or prospects of VBL which would have a
material adverse effect on the future business of VBL. Except as set forth in
VBL's financial statements, VBL has no direct or indirect liabilities, whether
due or to become due, or arising out of transactions entered into, or any state
of facts existing, on the date hereof.

         4.7 VBL has accurately prepared and filed all federal, state and other
Tax returns required by law, domestic and foreign, to be filed by it, has paid
all Taxes due or made provisions in its financial statements for the payment of
all taxes not yet due and all additional assessments, and adequate provisions
have been and are reflected in the

                                     - 9 -
<PAGE>
financial statements of VBL for all current taxes and other charges to which VBL
is subject and which are not currently due and payable. All such Tax returns
were true, correct and complete. None of the Tax returns described in the
preceding sentence or otherwise filed by or on behalf of VBL contains or will
contain a disclosure statement under Section 6661 of the Internal Revenue Code
or any similar provision of state, local, foreign or other law. No Assets of VBL
are subject to any Liens for Taxes. None of the Federal income Tax returns of
VBL have been audited by the Internal Revenue Service or other foreign
governmental tax agency. VBL has no knowledge of any additional assessments,
adjustments or contingent Tax liability (whether federal or state) pending or
threatened against VBL for any period, nor of any basis for any such assessment,
adjustment or contingency. VBL has not take any action that could reasonably be
expected to prevent the transactions contemplated under this Agreement from
qualifying as a reorganization within the meaning of Code Section 368(a)(1)(B).

         4.8 No material investigation or review by any governmental entity or
regulatory body, foreign or domestic, with respect to VBL is pending or, to the
knowledge of VBL threatened against VBL, and no governmental entity or
regulatory body has advised VBL of an intention to conduct the same. There are
no legal proceedings or regulatory proceedings involving material claims
pending, or, to the knowledge of the officers of VBL, threatened against VBL or
affecting any of its assets or properties, or which challenges the validity of
this Agreement or any action taken or to be taken by VBL pursuant to this
Agreement, and VBL is not in any material breach or violation of or default
under any Contract or instrument to which VBL is a party, and no event has
occurred which with the lapse of time or action by a third party could result in
a material breach or violation of or default by VBL under any Contract or other
instrument to which VBL is a party or by which they or any of their respective
properties may be bound or affected, or under their respective Articles of
Incorporation or Bylaws, nor is there any court or regulatory order pending,
applicable to VBL. As of the date hereof, VBL is not subject to, nor is there in
existence, any outstanding judgment, award, order, writ, injunction or decree of
any court, governmental entity or regulatory body relating to VBL which would
have a material adverse effect on VBL.

         4.9 (a) VBL does not own any real property or lease any property which
is material to the operation of its business, which would result in any material
liability if the lease were terminated prior to the expiration of the term
thereof or would interfere with the business of VBL if it was required to vacate
such premises.

             (b) VBL has good and marketable title to, or valid leasehold or
license interests in, all other Assets used or held for use in the conduct of
its business, including, without limitation, the assets reflected on the books
and records or acquired after the date thereof (other than those which have been
disposed of in the ordinary course of business since such date), free and clear
of any Liens, Liens reflected on its books and records and Liens for Taxes not
yet due and payable. All of the Assets owned or leased by VBL are in all
material respects in good condition and repair, ordinary wear and tear excepted,
and well maintained. There are no material capital

                                     - 10 -
<PAGE>
expenditures currently contemplated or necessary to maintain the current
business of VBL.

         4.10 No portion of the business of VBL is conducted by any Affiliate of
VBL or any third party and all of the Assets necessary for the conduct of the
business of VBL as presently conducted are owned by VBL. All such Assets are
exclusively owned or leased and used by VBL and its customers.

         4.11 VBL has previously made available to STC access to true, correct
and complete copies of all material Contracts to which VBL is a party. As to
such Contracts, (i) there are no existing breaches or defaults by VBL thereunder
or, to the knowledge of VBL, by the other parties to such Contracts; (ii) no
event, act or omission has occurred or, as a result of the consummation of the
transactions contemplated hereby, will occur which (with or without notice,
lapse of time or the happening or occurrence of any other event) would result in
a default by VBL thereunder or give cause for termination thereof, provided that
insofar as the foregoing representation involves the actions or omissions of
parties other than VBL, it shall be limited to the knowledge of VBL; (iii) none
of them will result in any loss to VBL upon completion or performance thereof;
and (iv) none of the parties to Contracts have expressed an indication to VBL of
their intention to cancel, renegotiate or exercise or not exercise any option
under any such Contracts as a result of the transactions contemplated hereby.

         4.12 (a) VBL owns or has the right to use pursuant to license,
sublicense, agreement, or permission all Intellectual Property necessary for the
operation of the businesses of VBL and as proposed to be conducted. VBL has
taken all necessary action to maintain and protect each item of Intellectual
Property that it owns or uses.

              (b) To the best knowledge of VBL, VBL has not interfered with,
infringed upon, misappropriated, or otherwise come into conflict with any
Intellectual Property rights of third parties and VBL has not received any
charge, complaint, claim, demand, or notice alleging any such interference,
infringement, misappropriation or violation (including any claim that either VBL
must license or refrain from using any Intellectual Property rights of any third
Person). To the knowledge of VBL, no third party has interfered with, infringed
upon, misappropriated, or otherwise come into conflict with any Intellectual
Property rights of any Person.

         4.13 (a) VBL has all licenses and permits which individually or in the
aggregate are material to the conduct of the business of VBL or any of its
employees by reason of such employee's activities on behalf of VBL under
applicable law or by any federal, state, local or foreign governmental entity or
regulatory body for the operation of the business of VBL, and all of such listed
licenses and permits are in full force and effect as of the date hereof. VBL has
not received notice and, to the knowledge of VBL, there is no reason to believe,
that any appropriate authority intends to cancel or terminate any of such
licenses or permits or that valid grounds for such cancellation or termination
currently exist.

                                     - 11 -
<PAGE>
              (b) VBL is not in violation or breach of any, and the business and
operations of VBL comply in all material respects and are being conducted in
accordance with, all governing laws, regulations and ordinances applicable
thereto and VBL is not in violation of or in default under, any judgment, award,
order, writ, injunction or decree of any court, arbitration tribunal,
governmental entity or regulatory body.

         4.14 VBL and its respective predecessors have at all times complied
with, and VBL is presently in compliance with, all environmental, health, and
safety requirements required by applicable law.

         4.15 There is no investment banker, broker, finder or other
intermediary which has been retained by, or is authorized to act on behalf of,
VBL or their respective Affiliates who might be entitled to any fee or
commission from VBL or STC or their respective Affiliates upon the consummation
of the transactions contemplated hereby or thereafter.

         4.16 VBL shall not enter into or consummate any transactions prior to
the Closing Date other than in the ordinary course of business and will pay no
dividend, or increase the compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition.

         4.17 The representations and warranties of VBL shall be true and
correct as of the date hereof and as of the Closing Date.

         4.18 VBL corporate books and records are true records of its actions.
VBL will also deliver to STC on or before the Closing Date any reports relating
to the financial and business condition of VBL which occur after the date of
this Agreement and any other reports sent generally to its shareholders after
the date of this Agreement.

         4.19 VBL does not maintain or contribute to, or is required to maintain
or contribute to any Employee Benefit Plan. To the knowledge of VBL, VBL does
not contribute to, ever has contributed to, or ever has been required to
contribute to, any Multiemployer Plan or has any Liability (including withdrawal
Liability) under any Multiemployer Plan. VBL does not maintain or ever has
maintained or contribute, ever has contributed, or ever has been required to
contribute to any Employee Welfare Benefit Plan providing medical, health, or
life insurance or other welfare-type benefits for current or future retired or
terminated employees, their spouses, or their dependents (other than in
accordance with Code Section 4980B).

         4.20 No representation or warranty by VBL in this Agreement, the VBL
Disclosure Statement or any certificate delivered pursuant hereto contains any
untrue statement of a material fact or omits to state any material fact
necessary to make such representation or warranty not misleading. There is no
material fact or condition which could have a material adverse effect on VBL
which has not been set forth in this Agreement or described in the Schedules
hereto.

                                     - 12 -
<PAGE>

         4.21 VBL agrees that all rights to indemnification now existing in
favor of the employees, agents, directors or officers of STC and its
subsidiaries, as provided in the Articles of Incorporation or Bylaws or
otherwise in effect on the date hereof shall survive the transactions
contemplated hereby in accordance with their terms, and VBL expressly assumes
such indemnification obligations of STC.

         4.22 VBL has not conducted any business whatsoever since December 31,
1991.

                                    ARTICLE V

               OBLIGATIONS OF THE PARTIES PENDING THE CLOSING DATE

         5.1 From the date hereof to the Closing Date, each of STC and VBL, as
the case may be, shall:

                  (i) conduct its business only in the ordinary course and in
         substantially the same manner as heretofore conducted;

                  (ii) maintain and keep its Assets in good repair, working
         order and condition, except for ordinary wear and tear;

                  (iii) use its best efforts to maintain and preserve its
         business organization intact, retain its present employees so that they
         will be available after the Closing Date, and maintain its
         relationships with its customers so that they will be preserved after
         the Closing Date; and

                  (iv) not take any action which would cause the representations
and warranties set forth herein to be untrue or which would have a material
adverse effect on the business of STC or VBL, as the case may be.

         5.2 Neither STC or VBL shall, and each shall direct and otherwise cause
their respective officers, directors, partners, financial advisors, counsel,
agents and Affiliates of such party not to, (i) directly or indirectly solicit,
encourage or facilitate (including by way of furnishing any non-public
information concerning STC or VBL, as the case may be) the submission of
proposals or offers from any Person other than STC and VBL relating to any
acquisition or purchase of all or a material part of the stock or assets of, or
any merger, consolidation or business combination with, STC or VBL, as the case
may be (an "Acquisition Proposal"), or (ii) participate in any discussions or
negotiations regarding, or furnish any non-public information to any Person
other than the other parties hereto in connection with, any Acquisition Proposal
by any Person other than STC, VBL or their respective Affiliates, as the case
may be.

                                     - 13 -
<PAGE>

         5.3 At all times prior to the Closing Date during regular business
hours, each party will permit the other to examine its books and records and the
books and records of its subsidiaries and will furnish copies thereof on
request. It is recognized that, during the performance of this Agreement, each
party may provide the other parties with information which is confidential or
proprietary information. The recipient of such information shall at all times
protect such information from disclosure, other than disclosure required by
rule, regulation, or law, other than to members of its own or affiliated
organizations and its professional advisers, in the same manner as it protects
its own confidential or proprietary information from unauthorized disclosure,
and not use such information to the competitive detriment of the disclosing
party. In addition, if this Agreement is terminated for any reason, each party
shall promptly return or cause to be returned all documents or other written
records of such confidential or proprietary information, together with all
copies of such writings and, in addition, shall either furnish or cause to be
furnished, or shall destroy, or shall maintain with such standard of care as is
exercised with respect to its own confidential or proprietary information, all
copies of all documents or other written records developed or prepared by such
party on the basis of such confidential or proprietary information. No
information shall be considered confidential or proprietary if it is (a)
information already in the possession of the party to whom disclosure is made,
(b) information acquired by the party to whom the disclosure is made from other
sources, or (c) information in the public domain or generally available to
interested persons or which at a later date passes into the public domain or
becomes available to the party to whom disclosure is made without any wrongdoing
by the party to whom the disclosure is made.

         5.4 Subject to the terms and conditions herein provided, each party
hereto agrees to use commercially reasonable efforts to take, or cause to be
taken, all action, and to do, or cause to be done, all things necessary, proper
or advisable under applicable laws and regulations, including making all
required submissions or filings with governmental entities and regulatory
bodies, to consummate and make effective the transactions contemplated by this
Agreement. If, at any time after the Closing Date, any further action is
necessary or desirable to carry out the purposes of this Agreement, the parties
hereto or their officers, directors or representatives shall take all such
necessary action. Each party hereto shall execute any additional instruments
necessary to consummate the transactions contemplated hereby.

         5.5 Each party hereto shall use their best efforts to obtain, at its
expense, all consents, approvals and waivers of third Persons or governmental
entities or regulatory bodies required to consummate the transactions
contemplated hereby.

         5.6 Each of the parties hereto will consult with one another before
issuing any press release or otherwise making any public statement with respect
to the transactions contemplated hereby and shall not, except as may be required
by law or any listing agreements with any national securities exchange, issue
any such press release or make any such public statement without the approval of
one another.

                                     - 14 -
<PAGE>

         5.7 From the date hereof until the Closing Date, each of the parties
shall use their respective best efforts to conduct such parties' affairs in such
a manner so that, except as otherwise contemplated or permitted by this
Agreement, the representations and warranties contained in Sections III and IV
shall continue to be true and correct on and as of the Closing Date as if made
on the Closing Date and the parties shall promptly notify the others of any
event, condition or circumstance occurring from the date hereof through the
Closing Date that would constitute a violation or breach such party of any of
such representations and warranties.

         5.8 Whether or not the transactions contemplated hereby are
consummated, all expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be the obligation of the party incurring
such expenses.

         5.9 Prior to the Closing Date, VBL shall effect a 1 for 16 reverse
split of its issued and outstanding capital stock.

         5.10 On or prior to the Closing Date, the Share Purchase Agreement
shall have been executed and the transactions contemplated thereby shall have
been consummated.

         5.11 Immediately prior to the Closing Date, the capitalization of VBL,
on a fully diluted basis, shall be as set forth in Schedule 5.11.

         5.12 On or before the Closing Date, either STC or VBL shall have
entered into a Stock Purchase and Option Agreement pursuant to which it will
receive aggregate gross proceeds of $2,000,000.

                                   ARTICLE VI

                             PROCEDURE FOR EXCHANGE

         6.1 At the Closing Date, the exchange shall be effected as set forth in
Nevada Laws with common stock certificates of VBL being exchanged for STC common
stock certificates as and when submitted to the transfer agent.

                                   ARTICLE VII

                           CONDITIONS PRECEDENT TO THE
                               PERFORMANCE OF VBL

         The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:

                                     - 15 -
<PAGE>

         7.1 The representations and warranties of STC in this Agreement shall
be true and correct in all material respects on the date hereof and shall also
be true and correct in all material respects on the Closing Date with the same
force and effect as if made on and as of the Closing Date, and STC shall have
performed or complied in all material respects with all agreements, conditions
and covenants required by this Agreement to be performed or complied with by
them on or before the STC.

         7.2 STC shall have delivered to VBL a certificate of the Secretary of
STC, certifying to the resolutions of the Board of Directors of STC authorizing
the transactions contemplated hereby and certifying that such resolutions have
not been revoked, suspended or amended and remain in full force and effect. VBL
shall have received all documents it may reasonably request relating to the
existence of STC and the authority of STC to enter into this Agreement and to
consummate the transactions contemplated hereby.

         7.3 There shall not have been, and on the Closing Date there shall not
be in existence, any event, condition or state of facts which could reasonably
be expected to result in, any material adverse change in the condition
(financial or otherwise), Assets, Liabilities, results of operations, business
or prospects of STC, and VBL shall have received a certificate of the President
of STC to the foregoing effect.

         7.4 VBL and STC shall have obtained all approvals, authorizations and
consents required to consummate the transactions contemplated hereby upon terms
and subject to conditions satisfactory to VBL in its sole discretion and they
shall be in full force and effect. VBL shall have been furnished with
appropriate evidence, reasonably satisfactory to it and its counsel, of the
granting of such approvals, authorizations and consents.

         7.5 There shall be no effective injunction, writ or preliminary
restraining order of any nature issued by a court or governmental agency of
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as herein provided or which is reasonably likely
to have any material adverse effect of the condition (financial or otherwise),
Assets, Liabilities, results of operations, business or prospects of STC, taken
as a whole.

                                  ARTICLE VIII

                           CONDITIONS PRECEDENT TO THE
                               PERFORMANCE OF STC

         The following are conditions precedent to the consummation of the
Agreement on or before the Closing Date:

                                     - 16 -
<PAGE>

         8.1 The representations and warranties of VBL contained in this
Agreement shall be true and correct in all material respects on the date hereof
and shall also be true and correct in all material respects on and as at the
Closing Date with the same force and effect as if made on and as of the Closing
Date, and VBL shall have performed or complied in all material respects with all
agreements, conditions and covenants required by this Agreement to be performed
or complied with by them on or before the Closing Date. STC shall have received
a certificate of the President of VBL to the foregoing effect.

         8.2 VBL shall have delivered to STC a certificate of the Secretary of
VBL certifying to the resolutions of the Board of Directors of VBL authorizing
the transactions contemplated hereby and certifying that such resolutions have
not been revoked, suspended or amended and remain in full force and effect. STC
shall have received all other documents it may reasonably request prior to May
14, 2002 relating to the existence of VBL and the authority of VBL to enter into
this Agreement and to consummate the transactions contemplated hereby.

         8.3 VBL shall have received (i) the resignations of all officers of
VBL, effective as of the Closing Date and (ii) the resignations of all directors
of VBL, effective after compliance with Section 14(f) of the Securities and
Exchange Act of 1934.

         8.4 Geoffrey P. Talbot, Peter J. Upfold, Robert B. Fields and Leonard
Silverman shall have been appointed to serve on the Board of Directors of VBL.

         8.5 VBL shall have received releases from each of its directors and
officers from all claims which such directors and officers may have against VBL
as of the Closing Date.

         8.6 All approvals, authorizations and consents required by VBL to
consummate the transactions contemplated hereby shall have been obtained on
terms and conditions satisfactory to STC in its sole discretion and shall be in
full force and effect, and STC shall have been furnished with appropriate
evidence, reasonably satisfactory to them and their counsel, of the granting of
such approvals, authorizations and consents.

         8.7 There shall be no effective injunction, writ or preliminary
restraining order of any nature issued by a court or governmental agency of
competent jurisdiction directing that the transactions provided for herein or
any of them not be consummated as herein provided.

         8.8 VBL shall have complied with Section 14(f) of the Securities and
Exchange Act of 1934.

                                   ARTICLE IX

                           TERMINATION AND ABANDONMENT

                                     - 17 -
<PAGE>

         9.1 Anything contained in this Agreement to the contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:

         (a)      By mutual written consent of STC and VBL;

         (b) by STC, on the one hand, or VBL, on the other hand, as the case may
be, if the Closing shall not have occurred on or before June 30, 2002 so long as
the party terminating this Agreement pursuant to this Article 9.1 has not made
any material misrepresentation or materially breached a covenant, agreement or
warranty contained herein;

         (c) by VBL, on the one hand, or STC, on the other hand, if (i) the
transactions contemplated hereby shall violate any non-appealable final order,
decree or judgment of any court or governmental entity or regulatory body having
competent jurisdiction or (ii) there shall be a statute, rule or regulation
which makes the transactions contemplated hereby illegal or otherwise
prohibited; or

         (d) by STC, on the one hand, and VBL on the other hand, in the event
the other makes a material misrepresentation or breaches a covenant, agreement
or warranty set forth in this Agreement, but such non-misrepresenting or
non-breaching party's election to terminate shall not limit, waive or prejudice
such party's remedies at law or in equity.

         In the event this Agreement is terminated as provided in Article
9.1(a), (b) or (c), this Agreement shall become void and of no further force and
effect and no party hereto shall have any further liability to any other party
hereto, except that Articles 4.15, 5.2, 5.3, 5.6 and 5.8 shall survive and
continue in full force and effect notwithstanding termination.

         9.2 This Agreement may be amended by action taken by the parties hereto
by an instrument in writing.

         9.3 At any time prior to the Closing Date, STC and VBL may (i) extend
the time for the performance of any of the obligations or other acts of the
other; (ii) waive any inaccuracies in the representations and warranties
contained herein or in any document, certificate or writing delivered pursuant
hereto or thereto; and (iii) waive compliance with any of the agreements or
conditions contained herein. Any agreement on the part of any party to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed by or on behalf of such party.

                                    ARTICLE X

                        TERMINATION OF REPRESENTATION AND
                        WARRANTIES AND CERTAIN AGREEMENTS

                                     - 18 -
<PAGE>

         10.1 All statements contained herein or in any certificate, schedule or
other document delivered pursuant hereto shall be deemed representations and
warranties by the party delivering the same. The respective representations and
warranties of the parties hereto shall expire with, and be terminated and
extinguished four years after the Effective Date of the Agreement (except that
representations relating to Taxes shall not expire until the expiration of the
applicable statute of limitations); provided, however, that the covenants and
agreements of the parties hereto shall survive in accordance with their terms.
All representations and warranties contained in this Agreement and in the
disclosure schedules or in any certificates or other documents delivered
pursuant hereto shall not be deemed to be waived or otherwise affected by any
prior knowledge of, or any investigation made by or on behalf of, any party
hereto.

                                   ARTICLE XI

                                 INDEMNIFICATION

         11.1 STC hereby agrees to indemnify and hold harmless VBL and their
respective Affiliates from and against any Liabilities, damages, losses, claims,
Liens, costs or expenses (including reasonable attorneys' fees) of any nature
(any or all of the foregoing are herein referred to as "Loss") insofar as a Loss
(or actions in respect thereof), whether existing or accruing prior or
subsequent to the Closing Date, arises out of or is based upon any
misrepresentation (or alleged misrepresentation) or breach (or alleged breach)
of any of the warranties, covenants or agreements made by STC in this Agreement
or in any certificate, Schedule, document or Exhibit referenced hereby or
attached hereto.

         11.2 VBL hereby agrees to indemnify and hold harmless STC from and
against any Liabilities, damages, losses, claims, Liens, costs or expenses
(including reasonable attorneys' fees) of any nature insofar as a Loss (or
actions in respect thereof), whether existing or accruing prior or subsequent to
the Closing Date, arises out of or is based upon any misrepresentation (or
alleged misrepresentation) or breach (or alleged breach) of any of the
warranties, covenants or agreements made by VBL in this Agreement or in any
certificate, Schedule, document or Exhibit referenced hereby or attached hereto.

                                   ARTICLE XII

                                  MISCELLANEOUS

         12.1 This Agreement, together with all Schedules and Exhibits,
constitutes the entire agreement among the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral,

                                     - 19 -
<PAGE>
among the parties or between any of them with respect to the subject matter
hereof. All references to Articles, Exhibits and Schedules shall be deemed
references to such parts of this Agreement unless the text requires otherwise.
This Agreement shall not be assigned by operation of law or otherwise.

         12.2 All notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be given or made as of the date
delivered or mailed if delivered in person, by telecopy, cable, telegram or
telex, or by registered or certified mail (postage prepaid, return receipt
requested) to the respective parties as follows:

                  if to VBL:



                  with a copy to:

                           [------------------]
                           [------------------]
                           [------------------]
                           [------------------]
                           Fax:
                           Attn:

                  if to STC:

                           Statmon Technologies Corp.
                           345  North Maple Drive
                           Suite #120
                           Beverly Hills, CA  90210
                           Fax:     (310)801-8622
                           Attn:

                  with a copy to:

                           Piper Rudnick LLP
                           1251 Avenue of the Americas
                           New York, New York 10020
                           Fax: (212) 835-6001
                           Attn: Paul J. Pollock, Esq.

or to such other address as the Person to whom notices is given may have
previously furnished to the others in writing in the manner set forth above.

                                     - 20 -
<PAGE>

         12.3 This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada, without giving effect to applicable
principles of conflicts of laws thereof.

         12.4 This Agreement shall be binding upon and inure solely to the
benefit of each party hereto, its successors and assigns.

         12.5 This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement.

         12.6 Irreparable damage would occur if any of the provisions of this
Agreement were not performed in accordance with the terms hereof, and the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity.

         12.7 The parties have participated jointly in the negotiation and
drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement. Any reference to any federal, state, local, or foreign statute
or law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "including" shall
mean including without limitation. Nothing in the Schedules shall be deemed
adequate to disclose an exception to a representation or warranty made herein
unless the Schedule identifies the exception with reasonable particularity and
describes the relevant facts in reasonable detail. Without limiting the
generality of the foregoing, the mere listing (or inclusion of a copy) of a
document or other item shall not be deemed adequate to disclose an exception to
a representation or warranty made herein (unless the representation or warranty
has to do with the existence of the document or other item itself). The parties
intend that each representation, warranty, and covenant contained herein shall
have independent significance. If any party has breached any representation,
warranty, or covenant contained herein in any respect, the fact that there
exists another representation, warranty, or covenant relating to the same
subject matter (regardless of the relative levels of specificity) which the
party has not breached shall not detract from or mitigate the fact that the
party is in breach of the first representation, warranty, or covenant.

         12.8 The provisions of this Agreement are severable and, in the event
that any court of competent jurisdiction shall determine that any one or more of
the provisions or part of a provision contained therein shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a
provision of this Agreement and the terms thereof shall be reformed and
construed as if such invalid or illegal or unenforceable provision, or part of a
provision, had never been contained herein, and such provisions or part

                                     - 21 -
<PAGE>
reformed so that it would be valid, legal and enforceable to the maximum extent
possible.

         12.9 The Exhibits and Schedules identified in this Agreement are
incorporated herein by reference and made a part hereof.

         12.10 STC hereby agrees, as an inducement to VBL to enter into this
agreement, to the prior adoption of a "poison pill" resolution by the Board of
Directors of VBL and which shall be a continuing covenant surviving the closing
under this Agreement, providing for a two year period within which no actions
will be taken by VBL or its shareholders which would reduce the number of
outstanding shares of common stock, whether by reverse split, consolidation,
reorganization, merger or otherwise, of VBL or any successor company (which
shall be known as the "no-reverse covenant") except that this shall not apply to
a proposed one for 16 reverse split of the issued and outstanding shares to be
effectuated concurrent with the consummation of the transactions contemplated
hereunder; provided, however, that if (i) there is any material
misrepresentation by VBL or the Principals in either the Share Purchase
Agreement or the Reorganization Agreement or (ii) VBL or the Principals
materially breach any provision of either the Share Purchase Agreement or the
Reorganization Agreement, then this Section 12.10 will immediately be deemed to
be null and void. In the event that the "no-reverse covenant" is breached, the
resolution and this covenant shall provide that it shall trigger a grant by VBL
of an immediate mandatory dividend to each shareholder as of January 31, 2002,
for each share owned after the reverse split, consolidation, merger, or
reduction of outstanding shares of a number of shares inversely proportional to
the amount of the reverse split, except that shares subsequently retired to
treasury or cancelled of record shall be excluded from the dividend.

                                  ARTICLE XIII

                                   DEFINITIONS

         When used herein, the following terms shall have the meanings set forth
below:

         "Affiliate" means, with respect to any given Person, any other Person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person. The term "control"
(including, with correlative meaning, the terms "controlled by" and "under
common control with"), as used with respect to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise.

         "Assets" means all properties, assets, Contracts, business, goodwill
and rights of a Person as a going concern, of every kind, nature, character and
description, tangible


                                     - 22 -
<PAGE>
and intangible, wherever located and whether or not carried or reflected on the
books and records of a Person on the Closing Date.

         "Contract" means any contract, agreement, lease, license, arrangement,
commitment, sales order, purchase order or any claim or right or any benefit or
obligation arising thereunder or resulting therefrom and currently in effect,
whether oral or written.

         "Dollars" and "$" means dollars in lawful currency of the United States
of America.

         "Employee Benefit Plan" means any (i) nonqualified deferred
compensation or retirement plan or arrangement which is an Employee Pension
Benefit Plan, (ii) qualified defined contribution retirement plan or arrangement
which is an Employee Pension Benefit Plan, (iii) qualified defined benefit
retirement plan or arrangement which is an Employee Pension Benefit Plan
(including any Multiemployer Plan), or (iv) Employee Welfare Benefit Plan or
material fringe benefit plan or program.

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

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

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

         "Exchange Act" shall mean the United States Securities Exchange Act of
1934, as amended.

         "GAAP" shall mean generally accepted accounting principles in the
United States as of the date of this Agreement consistently applied.

         "Intellectual Property" means any and all (i) inventions (whether
patentable or unpatentable and whether or not reduced to practice), all
improvements thereto, and all patents, patent applications, and patent
disclosures, together with all reissuances, continuations,
continuations-in-part, revisions, extensions, and reexaminations thereof, (ii)
trademarks, service marks, trade dress, logos, trade names, and corporate names,
together with all translations, adaptations, derivations, and combinations
thereof and including all goodwill associated therewith, and all applications,
registrations, and renewals in connection therewith, (iii) copyrightable works,
whether or not registered, all copyrights, and all applications, registrations,
and renewals in connection therewith, (iv) mask works and all applications,
registrations, and renewals in connection therewith, (v) trade secrets and
confidential business information (including ideas, research and development,
know-how, formulas, compositions, manufacturing and production processes and
techniques, technical data, designs, drawings, blueprints, sketches,


                                     - 23 -
<PAGE>
storyboards, models, engineering drawings, specifications, customer and supplier
lists, pricing and cost information, and business and marketing plans and
proposals), (vi) computer software (including data and related documentation),
(vii) other proprietary rights and Know-how, (viii) copies and tangible
embodiments thereof (in whatever form or medium) and (ix) licenses and
sublicenses granted and obtained with respect thereto, and rights thereunder.

         "Know-how" means any and all technical knowledge, proprietary rights,
patented or unpatented inventions, trade secrets, analytical methodology,
processes, data and all other information or experience possessed by, as the
case may be, VBL or STC, or which VBL or STC have the right to use.

         "Liabilities" means any direct or indirect liability, indebtedness,
claim, loss, damage, deficiency, obligation or responsibility, fixed or unfixed,
choate or inchoate, liquidated or unliquidated, secured or unsecured, accrued,
absolute, known or unknown, contingent or otherwise.

         "Lien" means any mortgage, lien, pledge, charge, security interest,
license, lease, claim, restriction, option, conditional sale or installment
Contract or encumbrance of any kind.

         "Person" shall include an individual, a partnership, a corporation, a
limited liability company or a division or business unit thereof, a trust, an
unincorporated organization, a government or any department or agency thereof
and any other entity.

         "Securities Act" shall mean the United States Securities Act of 1933,
as amended.

         "Taxes" shall mean all federal, state, local and foreign income,
profits, premium, franchise, gross receipts, environmental, customs, duty,
capital stock, severance, stamp, payroll, sales, employment, unemployment,
disability, use, property, withholding, excise, production, value added,
occupancy and other taxes, duties or governmental levies of any nature
whatsoever, together with interest, penalties and additions.

         "Tax Return" shall mean all returns and reports required to be supplied
to a Tax authority relating to Taxes.

                                     - 24 -
<PAGE>
         IN WITNESS WHEREOF, the parties have set their hands and seals this
16th day of May, 2002.

                                            VIABLE RESOURCES, INC.


                                            By:    /s/  Philip G. Hinds
                                               ---------------------------------
                                                   President

                                            Attest:  /s/  Ronald Shogren
                                                   -----------------------------
                                                   Secretary

                                                   /s/  Ronald Shogren
                                            ------------------------------------
                                            RONALD SHOGREN

                                                   /s/  Michael Butler
                                            ------------------------------------
                                            MICHAEL BUTLER

                                                   /s/  Philip G. Hinds
                                            ------------------------------------
                                            PHILIP G. HINDS


                                            STATMON TECHNOLOGIES CORP.


                                            By:    /s/  Geoffrey P. Talbot
                                               ---------------------------------
                                                   President

                                            Attest:  /s/  Peter Upfold
                                                   -----------------------------
                                                   Secretary

STATMON TECHNOLOGIES CORP. SHAREHOLDERS

/s/  Robert Fields                                 /s/   Richard Fleming
----------------------------                       -----------------------------
Robert Fields                                      Richard Fleming

/s/  John Hoff                                     /s/   Michael Hurst
----------------------------                       -----------------------------
John Hoff                                          Michael Hurst

/s/  Chad Kalebic                                  /s/  Jason Netter
----------------------------                       -----------------------------
Chad Kalebic                                       Jason Netter

/s/  Vernon Oberholtzer                            /s/   Leonard Silverman
----------------------------                       -----------------------------
Vernon Oberholtzer                                 Leonard Silverman

                                     - 25 -
<PAGE>

/s/  Heiko Thieme                                /s/  Peter Upfold
----------------------------                     -------------------------------
Heiko Thieme                                     Peter Upfold

Global Opportunity Fund                          Delphinian Quest Advisors, LLC

By: /s/  Heiko Thieme                            By: /s/
   -------------------------                         ---------------------------
   Name: Heiko Thieme                                Name:
   Title President                                   Title:


Geoffrey Talbot/PB Talbot Trust et al.           Thieme Consulting

By: /s/  Geoffrey Talbot                         By: /s/  Heiko Thieme
   -------------------------                         ---------------------------
    Name:  Geoffrey Talbot                           Name: Heiko Thieme
    Title  Chairman                                  Title:President


Venivest

By: /s/  Heiko Thieme
   -------------------------
   Name:   Heiko Thieme
   Title   [illegible] Manager

                                     - 26 -

</TEXT>
</DOCUMENT>
