EX-99.4 ACQ AGREEMNT 2 aquisitionagreeent.htm

ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is
made and entered into this 11th day of September 2007, by and between
LENOX CORP, LTD, a Georgia corporation ("Purchaser") and CAL-BAY
INTERNATIONAL, INC, a Nevada corporation ("Seller").

RECITALS

A. Seller is in the business of developing, marketing, managing, selling
and distributing Real Estate (the "Business"). Seller desires to sell to
Purchaser all of Seller's assets used in or relating to the Business.

B. All of the assets Seller uses in or which relate to the Business
consist of the following, which shall hereinafter collectively be designated the
"Assets":

(i) Accounts Receivable. all accounts receivable of Seller as of
September 11, 2007, identified in and that will be the subject of the Bill
of Sale.

(ii) Inventory. the items of inventory identified in and that will be
the subject of the Bill of Sale.

(iii) Tangible Personal Property. the items of tangible personal
property in and that will be the subject of the Bill of Sale.

(iv) Customer Lists, Etc. all of Seller's customer lists and
addresses of Seller's past, present and potential customers which will be
the subject of the Bill of Sale.

(v) Contracts. certain rights, services and contractual obligations
under the contracts which were used by the Business and which Seller has
entered into identified in and that will be the subject of the Contracts
Assignment and Assumption Agreement.

(vi) Trademarks. all right, title and interest of Seller in and to
the trademarks, service marks, trade names, logos, and product names
and the goodwill of the business associated therewith (the "Trademarks") as
identified in and that will be subject of the Trademarks Assignment
Agreement.

(vii) Copyrights. all right, title and interest of Seller in and
to the copyrights, copyright applications, and copyright registrations (the
"Copyrights") identified in and what will be subject of the Copyright
Assignment Agreement.

(viii) Patents. all right, title and interest of Seller in and to
the patents and patent applications (the "Patents") identified in and that
will be subject of the Patent Assignment Agreement.

(ix) Intellectual Property. any other intellectual property used
in or relating to the Business (other than the Trademarks, Copyrights and
Patents) of Seller including, without limitation, all trade secrets,
proprietary technology, and confidential information, (the "Intellectual
Property") identified in and that will be subject of the Intellectual Property
Assignment Agreement and Numbers, Permits and Licenses. Seller's
telephone and fax numbers, permits and business licenses.

C. Purchaser desires to purchase the Assets from Seller and Seller
desires to sell the Assets to Purchaser, all as provided in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:

SECTION 1 -- TERMS OF PURCHASE

1.1 Purchase of Assets. In reliance on the representations and warranties
contained herein and in consideration of the purchase price as set forth in
section 1.3 hereof and subject to all other terms and conditions hereof, at the
Closing (as defined in section 2.1), and effective as of the Effective Date (as
defined in Section 2.1), Purchaser shall purchase and accept, and Seller shall
sell, assign, transfer, convey and deliver to Purchaser, all of Seller's rights,
titles and interests in and to all the Assets (defined in Recital Paragraph B,
above).

1.2 No Assumption of Obligations, Liabilities and Indebtedness.

(a) Except for those obligations assumed pursuant to the Contracts
Assignment and Assumption Agreement, Purchaser shall not assume or in any
way become liable for any obligations or liabilities of or relating to the Assets
or Seller.

(b) Except as expressly set forth in Section 1.2(a) hereof,
Purchaser does not by this Agreement, or otherwise, assume, become liable
for or agree to pay any obligation, liability or indebtedness of Seller which
may now exist or which may arise in the future, whether associated with the
Assets, the Business, Seller or otherwise.

(c) Any obligations, liabilities or indebtedness of Seller including,
but not limited to, contingent liabilities, such as, but not limited to,
liabilities relating to patent, trademark, copyright or other business
infringement, environmental or hazardous waste liability, tort liability,
employment discrimination, errors and omissions liability, employee payroll
and employee benefits liability, liability under employment agreements or
pertaining to covenants not to compete, obligations arising out of or relating
to pension plans and other retirement plans, and federal, state or local taxes,
shall remain the sole and separate responsibility of Seller, and Seller hereby
agrees to indemnify, defend and hold Purchaser harmless from and against
any and all such obligations, liabilities or indebtedness.

(d) Seller shall not assume or in any way become liable for any
obligations or liabilities of Purchaser relating to the Assets, the Business or
Purchaser that arise from the business and operations of Purchaser and that
occur in whole from and after the Closing.

1.3 Purchase Price and Allocation of Purchase Price. Subject to upward
adjustment as provided in this Section 1.3, the purchase price for the Assets
(the "Purchase Price") shall be Ten Dollars and no/100 Dollars ($10.00) and
the Purchase Price shall be allocated to the Assets.

1.4 Payment of Purchase Price. The Purchase Price shall be paid by
Purchaser by:

(a) delivering to the Seller a made by the Purchaser to the order of
the Seller in the original principal amount of $10.00.

(b) assuming liabilities in the amount of $36,174 as identified
in the Contracts Assignment and Assumption Agreement.

1.5 Taxes. The Purchase Price shall be exclusive of any sales or
similar taxes that may be imposed. Seller shall be solely responsible for any
sales or similar taxes that may be imposed on the purchase and sale of the
Assets contemplated by this Agreement.

1.6 Documentation of Sale of Accounts Receivable, Inventory and
Tangible Personal Property. At the Closing Seller shall execute and deliver to
Purchaser the Bill of Sale, to evidence and effect the transfer of the accounts
receivable, inventory and other tangible personal property.

1.7 Documentation of Assignment and Assumption of Contracts. At
the Closing Seller and Purchaser shall execute and deliver to the other the
Contracts Assignment and Assumption Agreement to evidence and effect the
assignment and assumption of said contracts.

1.8 Documentation of Assignment of Trademarks. At the Closing
Seller and Purchaser shall execute and deliver to the other the Trademarks
Assignment Agreement evidence and effect the assignment of the
Trademarks.

1.9 Documentation of Assignment of Copyrights. At the Closing Seller
and Purchaser shall execute and deliver to the other the Copyright
Assignment Agreement to evidence and effect the assignment of the
Copyrights.

1.10 Documentation of Assignment of Patents. At the Closing Seller
and Purchaser shall execute and deliver to the other the Patent Assignment
Agreement to evidence and effect the assignment of the Patents.

1.11 Documentation of Assignment of Intellectual Property. At the
Closing Seller and Purchaser shall execute and deliver to the other the
Intellectual Property Assignment Agreement evidence and effect the
assignment of the Intellectual Property. Seller agrees to execute any and all
such further or other documents that Purchaser prepares which are
reasonably necessary to further evidence or effect the purpose and intention
of this Agreement.

1.12 Documentation of Assignment of Numbers, Permits and Licenses.
At the Closing Seller shall assign and transfer to Purchaser the telephone and
fax numbers, permits and business licenses.

1.13 Bulk Transfer Compliance. Purchaser hereby waives compliance
by Seller with the provisions of the Utah or other applicable "bulk transfer"
statutes. Seller hereby indemnifies and agrees to defend and hold Purchaser
harmless from and against any liability or obligation to creditors of Seller or
to others that may result from failure to comply with the Utah or other
applicable "bulk transfer" laws in connection with the purchase and sale of the
Assets.

SECTION 2 - THE CLOSING

2.1 Closing. The closing of the transaction contemplated by this
Agreement (the "Closing") shall be held at the office of Seller in Orem, Utah,
at 11:00 a.m. local time, on September 11, 2007, or at such other time or
place as the parties may hereafter agree in writing. That date, or if the
Closing is advanced or postponed under this Section 2.1, then
notwithstanding the date to which it is advanced or postponed, the effective
date of the Closing shall be 12:01 a.m. on September 11, 2007, and is in this
Agreement designated the "Effective Date."

2.2 Events at the Closing. The following events shall occur at the
Closing, each of which shall be a condition precedent to each of the others
and all of which shall be deemed to have occurred concurrently:

Seller's Deliverables

(a) Seller shall deliver possession of its business premises to
purchaser and in connection therewith, shall provide Purchaser with keys to
the Leasehold Premises, all as shall be allowed and agreed by Seller's
Landlord;

(b) Seller shall execute and deliver to Purchaser the Bill of Sale.
(c) Seller shall execute and deliver to Purchaser the Contracts
Assignment and Assumption Agreement

(d) Seller shall execute and deliver to Purchaser the Trademarks
Assignment Agreement.

(e) Seller shall execute and deliver to Purchaser the Copyrights
Assignment Agreement.

(f) Seller shall execute and deliver to Purchaser the Patent
Assignment Agreement.

(g) Seller shall execute and deliver to Purchaser the Intellectual
Property Assignment Agreement.

(h) Seller shall execute and deliver to Purchaser an assignment
and transfer of the telephone and fax numbers, permits and business
licenses.

(i) Seller shall execute and deliver to Purchaser such other
documents as may be reasonably required by Purchaser to evidence Seller's
compliance with any covenant and condition herein set forth or to complete
the transactions herein contemplated;

PURCHASER'S DELIVERABLES

(j) Purchaser shall execute and deliver to Seller the Promissory
Note.

(k) Purchaser shall execute and deliver to Seller the Security
Agreement.

(l) Purchaser shall execute and deliver to Seller a copy of the
Contracts Assignment and Assumption Agreement.

(m) Purchaser shall execute and deliver to Seller a copy of the
Trademarks Assignment Agreement.

(n) Purchaser shall execute and deliver to Seller a copy of the
Copyrights Assignment Agreement.

(o) Purchaser shall execute and deliver to Seller the Patent
Assignment Agreement.

(p) Purchaser shall execute and deliver to Seller the Intellectual
Property Assignment Agreement.

(q) Purchaser shall execute and deliver to Seller an acceptance of
the assignment and transfer of the telephone and fax numbers, permits and
business licenses.

(r) Purchaser shall execute and deliver to Seller such other
documents as may be reasonably required by Seller to evidence Purchaser's
compliance with any covenant and condition herein set forth or to complete
the transactions herein contemplated.

SECTION 3 - REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Seller. Except as set forth in the
Schedule of Seller's Exceptions, Seller represents and warrants to Purchaser
as follows:

(a) Sale of All Assets. By this Agreement and the instruments
contemplated hereby, Seller is transferring to Purchaser all of the assets of
Seller that are used in the Business.

(b) Title to Assets; Liens. Seller has good and marketable title to
the Assets and none of the Assets are subject to any mortgage, pledge, lien,
security interest, lease, charge, claim or encumbrance. Neither the Seller nor
any of Seller's affiliates use any asset, other than the Assets, in the Business.

(c) Litigation. There is no material suit, action, litigation or other
proceeding or governmental or administrative investigation or inquiry pending
or threatened against Seller, the Business, and/or the Assets, which, if
decided adversely to the interests of Seller, would prevent or prohibit Seller
from transferring the Assets, free and clear from any security interests, liens,
charges, claims or other encumbrances of any nature whatsoever or from
otherwise complying in full with the provisions of this Agreement.

(d) Authorization. Seller is a corporation duly organized, validly
existing and in good standing under the laws of the State of Utah. Seller has
all the requisite corporate and legal power and authority to own, lease and
operate the Assets as currently owned, leased and operated. Seller is duly
licensed, authorized and qualified to transact business and is in good standing
in Utah.

(e) Execution and Enforceability. This Agreement, the Bill of Sale,
the Contracts Assignment and Assumption Agreement, Trademarks
Assignment Agreement, Copyrights Assignment Agreement, Patent
Assignment Agreement, the Intellectual Property Assignment Agreement and
any other document required to be executed by Seller at the Closing, will,
When duly executed and delivered by Seller, constitute valid and binding
obligations of Seller, enforceable against Seller in accordance with their
respective terms.

(f) Seller's Records. In contemplation of this Agreement, Purchaser
has had access to Seller's files, documents and business records. Seller
agrees to keep and make available to Seller and its representatives during
business hours with reasonable notice, all of its files, documents and business
records relating to any of its present customers and past customers within the
last three (3) years (the "Records"). Seller may examine and make copies of
the Records, provided Seller agrees to and Seller hereby does agree to keep
confidential all confidential and proprietary information and trade secrets, if
any, in the Records. Nothing in this Section 3.1(f) shall require Seller to
retain any of the Records beyond the period for which they must be
maintained pursuant to applicable tax laws and regulations.

3.2 Representations and Warranties of Purchaser. Except as set forth in
the Schedule of Purchaser's Exceptions, Purchaser represents and warrants to
Seller as follows:

(a) Authorization. Purchaser is a corporation, duly organized,
validly existing and in good standing under the laws of the State of Utah and
has all necessary corporate power and corporate authority to consummate the
transactions contemplated herein. This Agreement, and the transactions
contemplated herein, have been duly authorized by all necessary corporate
action on the part of Purchaser.

(b) Execution and Enforceability. This Agreement and any other
documents required to be executed by Purchaser at the Closing will, when
duly executed and delivered by Purchaser constitute valid and binding
obligations of Purchaser, enforceable against Purchaser in accordance with
their respective terms.

(c) Compliance with Other Instruments; Consents. Purchase is not in
material violation of any material agreement, instrument, judgment, decree
or order applicable to Purchaser, and to Purchaser's best knowledge and
belief, of any material statute, rule or governmental regulation applicable to
Purchaser. The execution, delivery and performance of this Agreement by
Purchaser and the transactions contemplated hereby will not result in any
material violation of, be in conflict with or constitute a material default under
any such material agreement, instrument, judgment, decree or order or, to
the best knowledge and belief of Purchaser, of any such material statute, rule
or governmental regulation. No consent of any vendor, lessor, lender or
creditor of Purchaser, or any other person, is necessary in order for Purchaser
to consummate this Agreement or the transactions contemplated hereby in
accordance with all of the provisions herein contained.

SECTION 4 -- COVENANTS OF SELLER AND PURCHASER

4.1 Covenants of Seller. Seller hereby covenants to and agrees with
Purchaser that:

(a) Maintenance of Assets. Prior to the Closing, Seller shall
maintain the Assets in customary repair, order and condition, and will
maintain insurance thereon in such amounts and of such kinds as is and
currently in effect.

(b) Maintenance of Free and Clear Title. Prior to the Closing,
Seller shall not mortgage, pledge or subject to any lien, charge, claim or
encumbrance any of the Assets or transfer, convey or lease any of the Assets
or any of Seller's rights, titles or interests therein, outside of the ordinary
course of business.

(c) Conduct of the Business. Prior to the Closing, Seller shall
conduct the activities of the Business in the ordinary, normal and customary
course and manner, keep proper business and accounting records, and, both
before and at all times after the Closing, use Seller's best efforts to preserve
the Business and its material customers intact and preserve for and make
available to Purchaser all of Seller's customers and the goodwill of the
Business and the goodwill of the Clients, customers, distributors and others
having business material relationships with the Business.

(d) Representations and Warranties True at Closing. If any
representation or warranty of Seller set forth in this Agreement becomes
inaccurate in any material respect at or before the Closing, Seller shall
immediately inform Purchaser in writing of the particulars in which any such
warranty or representation is no longer accurate. Despite such disclosure by
Seller, any such material inaccuracy shall constitute a failure of the
conditions precedent to the obligations of Purchaser as set forth in Section 6.1
hereof, and Purchaser shall have the right and option either to waive such
condition or to terminate this Agreement.

4.2 Covenants of Purchaser. Purchaser hereby covenants to and agrees
with Seller that if any representation or warranty of Purchaser set forth in this
Agreement becomes inaccurate in any material respect at or before the
Closing, Purchaser shall immediately inform Seller in writing of the particulars
in which any such warranty or representation is no longer accurate. Despite
such disclosure by Purchaser, any such material inaccuracy shall constitute a
failure of the conditions precedent to the obligations of Seller as set forth in
Section 6.2 hereof, and Seller shall have the right and option either to waive
such condition or to terminate this Agreement.

SECTION 5 - SPECIAL PROVISIONS

5.1 Seller's Employees. All employees of Seller shall be terminated, as of
or before the Effective Date. Purchaser shall not be responsible for, and Seller
agrees to indemnify, defend and hold harmless Purchaser from and against
any and all claims, losses, damages, fees, costs or liabilities that arise or
accrue as a direct or indirect result of or in connection with Seller's prior
employment of or Seller's termination of the employment of Seller's
Employees, including, but not limited to, any claims or wrongful or unlawful
termination or discharge that are threatened or brought by Seller's
Employees. Nothing contained herein shall be construed as an agreement by
Purchaser to provide employment for any of Seller's Employees or, should
Purchaser determine to employ any of Seller's Employees after the Effective
Date, to continue the employment of any Seller's Employees to the extent
Purchaser determines, for any reason, that such employee does not meet
Purchaser's standards of performance or productivity or that such employee is
no longer needed or desired as an employee of Purchaser.

SECTION 6 - CONDITIONS PRECEDENT TO CLOSING

6.1 Conditions Precedent to the Obligations of Purchaser. The obligation
of Purchaser to purchase the Assets and to consummate the transactions
contemplated hereby is subject to fulfillment by Seller prior to or at the
Closing of all of the conditions set forth in this Section 6.1. Purchaser may
waive any or all of said conditions in whole or in part without prior notice;
provided, however, that no such waiver of a condition shall constitute a
waiver by Purchaser of any other condition or of its other rights or remedies,
at law or in equity.

(a) Seller's Representations and Warranties True at Closing. All
representations and warranties of Seller contained in this Agreement, the
Contracts Assignment and Assumption Agreement, Trademarks Assignment
Agreement, Copyrights Assignment Agreement, Patent Assignment
Agreement, the Intellectual Property Assignment Agreement and any other
written document, agreement or statement to be delivered to Purchaser
by Seller at or before Closing pursuant to this Agreement, shall be accurate in
all material respects on and as of the Effective Date as though such
representations and warranties were made at and as of the Closing Date.

(b) Authorization. All material proceedings required to be taken and
all consents required to be obtained in connection with the transactions
contemplated by this Agreement, shall have been taken, completed or
obtained, as the case may be, and all documents incident thereto shall be
reasonably satisfactory in form and substance to Purchaser, who shall have
received originals or certified or other copies of all of such documents as
Seller may reasonably request.

(c) No Insolvency Action. No petition in bankruptcy, insolvency
proceeding or a petition for reorganization or for the appointment of a
receiver or trustee shall have been filed by or against Seller.

6.2 Conditions Precedent to the Obligations of Seller. All
obligations of Seller under this Agreement are subject to fulfillment by
Purchaser prior to or at the Closing of all of the conditions set forth in this
Section 6.2. Seller may waive any or all of said conditions in whole or in part
without prior notice; provided, however, that no such waiver of a condition
shall constitute a waiver by Seller of any other condition or of Seller's other
rights or remedies, at law or in equity.

(a) Purchaser's Representations and Warranties True at Closing.
All representations and warranties of Purchaser contained in this Agreement
or in any written statement delivered to Seller by Purchaser pursuant to this
Agreement shall be true and correct in all material respects on and as of the
Effective Date as though such representation and warranties were made at
and as of the Effective Date.

(b) Performance Agreements. Purchaser shall have performed all
obligations and agreements and complied with all covenants and conditions
contained in this Agreement to be performed and complied with by Purchaser
on or prior to the Effective Date.

(c) Authorization. All corporate and other proceedings required
to be taken by Purchaser and all consents required to be obtained in
connection with the transactions contemplated by this Agreement, shall have
been taken, completed or obtained, as the case may be, and all documents
incident thereto shall be reasonably satisfactory in form and substance to
Seller, who shall have received originals or certified or other copies of all of
such documents as Seller may reasonably request.

(d) No Litigation. No action or proceeding shall be pending or
threatened to restrain or prevent the carrying out of the transactions
contemplated hereby.

SECTION 7 - TERMINATION

7.1 Right to Terminate Agreement. This Agreement may be
terminated upon the occurrence of any of the following events:

(a) by Purchaser, by written notice from Purchaser to Seller,
if any of the conditions set forth in Section 6.1 hereof have not been
fulfilled by the Closing;

(b) by Seller, by written notice from Seller to Purchaser, if
any of the conditions set forth in Section 6.2 hereof have not been fulfilled
by the Closing;

(c) by Seller or Purchaser, by written notice to the other, if
the Closing shall not have been held prior to September 12, 2007, or such
later date as the parties shall mutually agree in writing; or

(d) the parties shall mutually agree in writing to terminate
this Agreement.

7.2 Effect of Termination. Upon termination of this Agreement
pursuant to Section 7.1 hereof, all obligations of the Parties pursuant to this
Agreement shall terminate and shall be of no further force and effect such
that Purchaser shall have no further obligations to Seller and Seller shall have
no further obligations to Purchaser, except that Purchaser shall not use and
shall keep confidential any and all information, customer lists, customer
addresses, supplier addresses, price lists, agreements, trade secrets and/or
business plans of Seller relating to the Business.

SECTION 8 - GENERAL
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8.1 Costs. The parties shall each pay their own costs and expenses
(including attorneys' fees and accountants' fees) incurred or to be incurred by
them in negotiating and preparing this Agreement and in closing and carrying
out the transactions contemplated hereby.

8.2 Headings. The section and other headings of this Agreement are
included for purposes of convenience only, and shall not affect the
construction or interpretation of any of its provisions.

8.3 Entire Agreement; Modification. This Agreement and the
representations and warranties set forth herein), constitute the entire
agreement between the parties pertaining to the subject matter of the
transactions contemplated by this Agreement. This Agreement supersedes all
written or oral, prior and contemporaneous agreements, representations,
warranties and understandings of the parties with respect thereto. No
supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by the parties.

8.4 Parties in Interest. Nothing in this Agreement, whether express
or implied, is intended to confer any rights or remedies under or by reason of
this Agreement on any persons other than the parties to this Agreement and
their respective successors and permitted assigns, nor is anything in this
Agreement intended to relieve or discharge the obligation or liability of any
third persons to any party to this Agreement, nor shall any provision hereof
give any third party any right of subrogation or action over or against any
party to this Agreement.

8.5 Binding Effect; No Assignment. This Agreement shall be binding on
and shall inure to the benefit of the parties and their respective legal
representatives, successors and assigns. None of the rights or obligations
under this Agreement of any party to this Agreement may be conveyed,
transferred, assigned or delegated expressly, by operation of law or
otherwise, without the prior written consent of the other party to this
Agreement.

8.6 Survival of Representations and Warranties. All representations,
warranties, covenants and agreements of the parties contained in this
Agreement or in any instrument or other writing provided for in this
Agreement shall survive the Closing and the term of this Agreement and shall
not be deemed merged into any documents delivered at the Closing.

8.7 Additional Documents After the Closing. Purchaser shall after the
Closing execute and deliver to Seller such other documents as may be
reasonably required by Seller to evidence Purchaser's compliance with any
covenant and condition herein set forth or to complete the transactions herein
contemplated. Without limiting the generality of the foregoing, Purchaser shall
comply with all reasonable requests of Seller in connection with the
recordation of any assignments or transfers under this Agreement.

8.8 Arbitration. Any controversy or dispute arising out of or relating
to this Agreement or its subject matter which the parties are unable to
resolve within ten (10) days after written notice by one party to the other
party of the existence of such controversy or dispute, may be submitted to
binding arbitration by either party. If so submitted to arbitration, the matter
shall be finally settled by binding arbitration conducted in accordance with the
current rules and procedures of the American Arbitration Association. Such
arbitration shall take place in Orem, Utah. The decision by the arbitrator on
any matter submitted to arbitration shall be binding and conclusive upon the
parties, their heirs, successors and assigns, as the case may be and they shall
comply with such decision in good faith. Each party hereby submits itself to
the jurisdiction of the state and federal courts within the State of Utah for the
entry of judgment with respect to the decision of the arbitrator hereunder.
Judgment upon the award may be entered in any state or federal court within
the State of Georgia, this Section 8.8 shall not apply to any claim or cause of
action arising from any breach of Section 7.2 hereof regarding confidentiality
or from any infringement of intellectual property.

8.9 Notices. All notices, requests, demands and other communications
made under, pursuant to or in accordance with this Agreement, except for
normal day-to-day business communications which may be made orally or in
a writing sent by fax, regular mail or hand delivered without need for a
receipt, shall be in writing and shall either be delivered personally or
deposited in the United States mails and sent by first-class mail, certified,
return receipt requested, postage prepaid and properly addressed as follows:

If to Purchaser, to:

CAL-BAY INTERNATIONAL, INC.
2111 Palomar Airport Road
Suite 100
Carlsbad, CA 92011

Attention: Chief Executive Officer

If to Seller, to:

CAL-BAY INTERNATIONAL, INC.
2111 Palomar Airport Road
Suite 100
Carlsbad, CA 92011

Attention: Chief Executive Officer

or to such other address or addresses as a party thereto may indicate to the
other party in the manner provided for by this Section 8.9. Notices given by
mail shall be deemed effective and complete forty-eight (48) hours following
the time of posting and mailing thereof in accordance herewith, and notices
delivered personally shall be deemed effective and complete at the time of
the delivery thereof and the obtaining of a signed receipt therefore.

8.10 Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity without invalidating the
remainder of such provision or the remaining provisions of this Agreement,
where the context requires, the singular shall include the plural and the
plural shall include the singular, and any gender or the neuter gender shall
include both other genders as the case may require.

8.11 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. No waiver shall
be binding unless executed in writing by the party hereto making such waiver.

8.12 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Georgia applied to contracts made and to be fully
performed entirely within such State between residents of such State. All
disputes arising out of this Agreement shall be subject to the exclusive
jurisdiction and venue of the Georgia state courts of Fulton County, Georgia
(or, if there is exclusive federal jurisdiction, the United States District Court of
Georgia), and the parties consent to the personal and exclusive jurisdiction
and venue of these courts.

8.13 Time is of the Essence. Time is of the essence in this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as
of the day and year first above written.

Purchaser: LENOX CORP LTD.

By: /s/ Syed Hasan Rizvi
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Syed Hasan Rizvi
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President & CEO

Seller: CAL-BAY INTERNATIONAL, INC.

By: /s/ SYED HASAN RIZVI
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SYED HASAN RIZVI
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President & CEO

CAL-BAY INTERNATIONAL INC 8-K