Arcland Energy Corp – ‘SC 13D’ on 1/5/06 re: Arcland Energy Corp – EX-10

On:  Thursday, 1/5/06, at 5:19pm ET   ·   Accession #:  1072588-6-6   ·   File #:  5-37256

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             13     49K 
 2: EX-10       Material Contract                                     37    134K 

EX-10   —   Material Contract
Exhibit Table of Contents

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                                    AGREEMENT AND PLAN OF MERGER

                                    BY AND BETWEEN

                                     BAYMARK TECHNOLOGIES, INC.,

                                    BT Acquisitions, Inc.,
                                     and

                                     JIG JIG, LLC,

                                     December 16, 2005

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                                             TABLE OF CONTENTS

ARTICLE I             Definitions..............................................1

ARTICLE II        Transactions; Terms of Merger; Manner of Converting Shares...8

         2.1      Merger.......................................................8

         2.2      Time and Place of Closing....................................8

         2.3      Effective Time...............................................8

         2.4      Certificate of Merger........................................5

         2.5      Charter......................................................8

         2.6      Bylaws.......................................................8

         2.7      Directors and Officers.......................................8

         2.8      Conversion of Shares.........................................9

         2.9      Exchange of Shares...........................................9

         2.10     Rights of Former JIGJIG Stockholders.........................9

         2.11     Legending of Shares.........................................10

         2.12     Fractional Shares...........................................10

         2.13     Lost, Stolen or Destroyed Certificates......................10

ARTICLE III           Representations and Warranties of BYMT AND PURCHASER....10

         3.1      Organization; Standing and Power............................11

         3.2      Authorization; Enforceability...............................11

         3.3      No Violation or Conflict....................................11

         3.4      Consents of Governmental Authorities and Others.............11

         3.5      Conduct of Business.........................................11

         3.6      Litigation..................................................12

         3.7      Brokers.....................................................12

         3.8      Compliance..................................................12

         3.9      Charter, Bylaws and Corporate Records.......................13

         3.10     Subsidiaries and Investments................................13

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         3.11     Capitalization..............................................13

         3.12     Rights, Warrants, Options...................................13

         3.13     Commission Filings and Financial Statements.................14

         3.14     Absence of Undisclosed Liabilities..........................14

         3.15     Real Property...............................................14

         3.16     List of Accounts and Proxies................................14

         3.17     Personnel...................................................14

         3.18     Employment Agreements and Employee Benefit Plans............15

         3.19     Tax Matters.................................................15

         3.20     Material Agreements.........................................17

         3.21     Guaranties..................................................18

         3.22     Absence of Certain Business Practices.......................18

         3.23     Disclosure..................................................18

ARTICLE IV            Representations and Warranties of JIG...................18

         4.1      Organization................................................18

         4.2      Authorization; Enforceability...............................19

         4.3      No Violation or Conflict....................................19

         4.4      Consents of Governmental Authorities and Others.............19

         4.5      Brokers.....................................................19

         4.6      Charter, Bylaws and Corporate Records.......................19

         4.7      Subsidiaries and Investments................................19

         4.8      Capitalization..............................................20

         4.9      Rights, Warrants, Options...................................20

ARTICLE V             Additional Agreements...................................20

         5.1      Survival of the Representations and Warranties..............20

         5.2      Investigation...............................................20

         5.3      Indemnification.............................................21

         5.4      Indemnity Procedure.........................................21

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ARTICLE VI            Closing; Deliveries; Conditions Precedent...............22

         6.1      Closing; Effective Date.....................................22

         6.2      Deliveries..................................................22

         6.3      Conditions Precedent to the Obligations of JIGJIG...........23

         6.4      Conditions Precedent to the Obligations of BYMT.............25

         6.5      Best Efforts................................................25

         6.6      Termination.................................................25

ARTICLE VII           Covenants...............................................26

         7.1      General Confidentiality.....................................26

         7.2      Continuing Obligations......................................27

         7.3      Satisfaction of Certain Outstanding Payables................27

         7.4      Tax Matters.................................................27

         7.5......No Reverse Covenant     ....................................28

ARTICLE VIII          Miscellaneous...........................................28

         8.1      Notices.....................................................28

         8.2      Entire Agreement; Incorporation.............................29

         8.3      Binding Effect..............................................29

         8.4      Assignment..................................................29

         8.5      Waiver and Amendment........................................29

         8.6      No Third Party Beneficiary..................................29

         8.7      Severability................................................29

         8.8      Expenses....................................................30

         8.9      Headings....................................................30

         8.10     Other Remedies; Injunctive Relief...........................30

         8.11     Counterparts................................................30

         8.12     Remedies Exclusive..........................................30

         8.13     Jurisdiction and Venue......................................30

         8.14     Participation of Parties....................................27

         8.15     Further Assurances..........................................31

         8.16     Publicity...................................................31

         8.17................................................................ 31

         8.18 ............................................................... 31

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AGREEMENT AND PLAN OF MERGER

         AGREEMENT  AND PLAN OF MERGER (the  "Agreement"),  dated as of November
__, 2005, by and among JIGJIG,  LLC, an Ohio Limited  Liability  Company  ("JIG,
LLC");  BAYMARK  TECHNOLOGIES,  INC., a Utah corporation  ("BYMT");  BYMT and BT
Acquisitions, Inc., a Colorado corporation (the "Purchaser").                   

W I T N E S S E T H:

Preamble

         The respective Boards of Directors of BYMT and Purchaser and Manager of
JIG are of the opinion that the  transactions  described  herein are in the best
interests  of the  parties  to this  Agreement  and  their  respective  interest
holders.  This Agreement provides for the acquisition of JIG by BYMT pursuant to
the merger of Purchaser  with JIG. At the  effective  time of such  merger,  the
outstanding shares of the capital stock of JIG shall be converted into the right
to receive shares of the interest of BYMT. As a result,  the interest holders of
JIG shall become  interest  holders of BYMT and JIG shall merge its business and
operations with a wholly owned subsidiary of BYMT. The transactions described in
this  Agreement  are subject to the  satisfaction  of certain  other  conditions
described  in  this  Agreement.  It is the  intention  of the  parties  to  this
Agreement  that the Merger for federal  income tax purposes  shall  qualify as a
"reorganization" within the meaning of Section 368(a) of the Code.              

         NOW,   THEREFORE,   in  consideration  of  the  above  and  the  mutual
warranties,  representations,  covenants,  and agreements set forth herein,  the
parties agree as follows:                                                       

ARTICLE I 

 Definitions

         In addition to terms defined elsewhere in this Agreement, the following
terms when used in this Agreement shall have the meanings indicated below:      

         "Affiliate"  shall mean with respect to a specified  Person,  any other
Person  which,  directly  or  indirectly  through  one or  more  intermediaries,
controls or is  controlled by or is under common  control with such Person,  and
without  limiting the generality of the foregoing,  includes,  with respect to a
Person (a) any other Person which  beneficially  owns or holds ten percent (10%)
or more of any Series of voting securities or other securities  convertible into
voting securities of such Person or beneficially owns or holds ten percent (10%)
or more of any other equity interests in such Person,  (b) any other Person with
respect to which such Person  beneficially  owns or holds ten  percent  (10%) or
more of any Series of voting  securities or other  securities  convertible  into
voting  securities of such Person, or owns or holds ten percent (10%) or more of
the equity interests of the other Person, and (c) any director or senior officer
of such Person. For purposes of this definition,  the term "control" (including,
with correlative  meanings,  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 or
by contract or otherwise.                                                       

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         "Agreement"  shall mean this Agreement and Plan of Merger together with
all exhibits and schedules referred to herein,  which exhibits and schedules are
incorporated herein and made a part hereof.                                     

   "BYMT" shall mean Baymark Technologies, Inc., a Utah corporation.

         "BYMT  Interest"  shall mean the shares of  interest,  no par value per
share, of BYMT, as further described in Section 3.11.       

 "Certificates" shall have the meaning set forth in Section 2.8.

"Closing" shall have the meaning set forth in Section 2.2.    

  "Closing Date" shall mean the date that the Closing takes place.

  "Code" shall mean the Internal Revenue Code of 1986, as amended.

   "Commission" shall mean the United States Securities and Exchange
Commission.                                                 

         "Consideration  Shares"  shall  have the  meaning  set forth in Section
2.7(c).                                                   

   "Effective Time" shall have the meaning set forth in Section 2.3.

         "Employee  Benefit  Plans"  shall have the meaning set forth in Section
3.18.                                                       

        "Environmental Laws" shall have the meaning set forth in Section 3.22.

"ERISA" shall have the meaning set forth in Section 3.18.     

          "Financial  Statements of BYMT" shall mean (i) the  unaudited  balance
sheet and the unaudited statements of income, cash flow and retained earnings of
BYMT for the three (3) month period ended October 31, 2005, and (ii) the audited
balance  sheet and the  audited  statements  of income,  cash flow and  retained
earnings of BYMT for the fiscal year ended July 31, 2005, including in each such
case any related notes,  each prepared  according to GAAP  consistently  applied
with prior periods, except as set forth on Schedule 3.13.                       

"GAAP" shall have the meaning set forth in Section 3.13.      

         "Guaranty" shall mean, as to any Person, all liabilities or obligations
of such Person,  with respect to any  indebtedness  or other  obligations of any
other Person, which have been guaranteed,  directly or indirectly, in any manner
by such Person, through an agreement,  contingent or otherwise, to purchase such
indebtedness  or  obligation,  or to  purchase  or sell  property  or  services,
primarily  for the  purpose  of  enabling  the  debtor to make  payment  of such
indebtedness  or  obligation  or to  guarantee  the payment to the owner of such
indebtedness or obligation  against loss, or to supply funds to or in any manner
invest in the debtor.                                                           

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      "Indemnified Party" shall have the meaning set forth in Section 5.4.

       "Indemnifying Party" shall have the meaning set forth in Section 5.4.

         "Intellectual Property" shall mean the rights to any patent, trademark,
copyright,  service mark,  invention,  software,  software  code,  trade secret,
technology, product, composition, formula, method or process.                   

         "Investments"  shall mean,  with respect to any Person,  all  advances,
loans or  extensions  of credit to any other Person  (except for  extensions  of
credit to  customers  in the  ordinary  course of  business),  all  purchases or
commitments to purchase any stock, bonds, notes,  debentures or other securities
of any other Person,  and any other  investment  in any other Person,  including
partnerships or joint ventures (whether by capital contribution or otherwise) or
other similar arrangement (whether written or oral) with any Person,  including,
but not limited to,  arrangements  in which (i) the first Person shares  profits
and  losses of the other  Person,  (ii) any such  other  Person has the right to
obligate or bind the first Person to any third party,  or (iii) the first Person
may be  wholly  or  partially  liable  for  the  debts  or  obligations  of such
partnership, joint venture or other entity.                                     

         "Knowledge" shall mean, in the case of any Person who is an individual,
knowledge that a reasonable  individual under similar  circumstances  would have
after such  investigation and inquiry as such reasonable  individual would under
such  similar  circumstances  make,  and in the case of a Person  other  than an
individual,  the knowledge that a senior officer or director of such Person,  or
any other Person having  responsibility  for the  particular  subject  matter at
issue of such Person,  would have after such  investigation  and inquiry as such
senior  officer,  director  or  responsible  Person  would  under  such  similar
circumstances make.                                                             

    "Law" and "Laws" shall have the meaning set forth in Section 3.19.

 "Liabilities" shall have the meaning set forth in Section 3.14.

"Litigation" shall have the meaning set forth in Section 3.6. 

         "Material  Adverse  Effect"  shall mean any event or  condition  of any
character  which has had or could  reasonably  be  expected  to have a  material
adverse effect on the condition (financial or otherwise), results of operations,
assets,  liabilities,  properties,  business  or  prospects  of BYMT or JIG,  as
applicable.                                                                     

         "Material BYMT Agreements"  shall have the meaning set forth in Section
3.20.                                                       

"Merger" shall have the meaning set forth in Section 2.1.     

         "Merger  Consideration"  shall  have the  meaning  set forth in Section
2.7(c).                                                     

         "Outstanding  BYMT Shares"  shall have the meaning set forth in Section
3.11.                                                       

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         "Outstanding  JIG Interest" shall have the meaning set forth in Section
4.8.                                                        

      "Periodic Reports" shall have the meaning set forth in Section 3.13.

         "Person"  shall mean any natural  person,  corporation,  unincorporated
organization,  partnership,  association, limited liability company, joint stock
company,  joint  venture,  trust  or  government,  or any  agency  or  political
subdivision of any government or any other entity.                              

      "Purchaser" shall mean BT Acquisitions, Inc., a Colorado corporation

        "Purchaser Documents" shall have the meaning set forth in Section 3.2.

 "JIG" shall mean JIGJIG, LLC, a Ohio Limited Liability Company.

 "JIG Interest" shall have the meaning set forth in Section 4.8.

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

         "Subsidiary"  of any  Person  shall  mean any  Person,  whether  or not
capitalized,  in which such  Person  owns,  directly  or  indirectly,  an equity
interest  of more  than  fifty  percent  (50%),  or  which  may  effectively  be
controlled, directly or indirectly, by such Person.                             

         "Surviving   Corporation"   shall  mean   Purchaser  as  the  surviving
corporation resulting from the Merger with Purchaser                            

     "Tax" and "Taxes" shall have the meaning set forth in Section 3.19.

 "Tax Returns" shall have the meaning set forth in Section 3.19.

  "Transaction" shall have the meaning set forth in Section 2.1.

         The words  "hereof",  "herein" and "hereunder" and the words of similar
import  shall  refer  to this  Agreement  as a whole  and not to any  particular
provision of this  Agreement.  The terms  defined in the  singular  shall have a
comparable meaning when used in the plural and vice versa.                      

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ARTICLE II

Transactions; Terms of Merger; Manner of Converting Shares

         2.1 Merger.  Subject to the terms and conditions of this Agreement,  at
the  Effective  Time,  Purchaser  shall  merge with JIG in  accordance  with the
provisions  of the Laws of the States of  Colorado  and Ohio and with the effect
provided for therein  (the  "Merger").  As a result of the Merger,  the separate
corporate  existence of Purchaser and JIG shall cease and BT Acquisitions,  Inc.
(Purchaser)  shall be the Surviving  Corporation  resulting  from the Merger and
shall and remain a wholly  owned  Subsidiary  of BYMT and shall  continue  to be
governed  by the laws of the  State  of  Colorado,  JIG  shall  be  merged  into
Purchaser.  The  Merger  shall  be  consummated  pursuant  to the  terms of this
Agreement,  which has been approved and adopted by the respective Manager of JIG
and the Boards of  Directors  of  Purchaser  and BYMT and, by BYMT,  as the sole
shareholder  of Purchaser,  and by the interest  holders of JIG. After merger BT
(Purchaser) shall be the sole wholly owned subsidiary of BYMT.                  

         2.2  Time  and  Place  of  Closing.  The  closing  of the  transactions
contemplated  hereby (the  "Closing")  will take place at 10:00 A.M. on the date
that the  Effective  Time  occurs or at such other time as the  parties,  acting
through their authorized officers, may mutually agree. The Closing shall be held
at the offices of Michael A. Littman, 7609 Ralston Road, Arvada, CO 80002, or at
such other location as may be mutually agreed upon by the parties.  Closing will
occur through  exchange of documents by Federal  Express,  disbursement  of cash
delivery  of  certificates  and  filing of a  Certificate  of Merger in Ohio and
Colorado, with Secretary of State.                                              

         2.3 Merger  Effective  Time. The Merger  contemplated by this Agreement
shall  become  effective on the date and at the time the  Certificate  of Merger
reflecting the Merger shall become  effective with the Secretary of State of the
States of  Colorado  and Ohio (the  "Effective  Time").  The other  transactions
contemplated  herein shall be effective  as soon as the  consideration  required
hereby has been delivered.                                                      

      2.4 Certificate of Merger. The Certificate of Merger or Statement of
Merger required by Ohio and Colorado Law by and between BT and JIG              

         2.5 Charter.  The Certificate of  Incorporation  of Purchaser in effect
immediately   prior  to  the  Effective   Time  shall  be  the   Certificate  of
Incorporation of the Surviving Corporation until duly amended or repealed.      

         2.6 Bylaws.  The Bylaws of Purchaser in effect immediately prior to the
Effective  Time  shall be the  Bylaws of the  Surviving  Corporation  until duly
amended or repealed.                                                            

         2.7 Directors and Officers.  The managers of JIG in office  immediately
prior to the  Effective  Time,  together  with such  additional  Persons  as may
thereafter  be  elected,  shall  serve  as the  officers  and  directors  of the
Surviving  Corporation  from and after the Effective Time in accordance with the
Bylaws of the Surviving Corporation.                                            

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         2.8 Conversion Shares. Subject to the provisions of this Article II, at
the  Effective  Time, by virtue of the Merger and without any action on the part
of BYMT, JIG or Purchaser or  Shareholder or the interest  holders of any of the
foregoing,  the  interests  and  shares  of the  constituent  entities  shall be
converted or exchanged as follows:                                              

     (a) Each share of capital stock of BYMT issued and outstanding  immediately
prior to the Effective Time shall remain issued and  outstanding  from and after
the Effective Time,  however 30,000,000 new shares of common stock of BYMT shall
be issued to effectuate the transactions contemplated herein.                   

     (b) All of JIG interests  issued and outstanding  immediately  prior to the
Effective  Time shall be converted  into shares of the Surviving  Corporation by
virtue of the merger with BT Acquisitions, Inc. (Purchaser).                    

     (c) BYMT and  Purchaser  hereby agree that at the time of the Merger of JIG
and  Purchaser,  BYMT  shall  issue  30,000,000  shares of its  common  stock in
consideration of the delivery of 100% of JIG interests to Purchaser.            

     (d) 100% of JIG's ownership  interests  issued and outstanding  immediately
prior  to the  Effective  Time  shall be  exchanged  for the  right  to  receive
30,000,000  shares  of common  stock of BYMT in the  aggregate,  (the  "Exchange
Ratio") (hereinafter such BYMT shares shall be referred to as the "Consideration
Shares" or the "Merger  Consideration").  The  Consideration  Shares  shall,  be
issued  and  delivered  at  closing,  ratably  based upon the  interest  holders
proportionate  ownership of JIG prior to the merger,  to the interest holders of
JIG in accordance with the terms hereof,  and will be fully paid, validly issued
and non-assessable,  but shall not be registered securities under the Securities
Act of 1933, as amended,  (the  "Securities  Act") pursuant to a valid exemption
thereunder.                                                                     

     (e) BYMT shall  own,  after  completion  of the  transactions  contemplated
herein, 100% of the issued and outstanding shares of surviving corporation.  (BT
Acquisitions, Inc. or Purchaser).                                               

         2.9  Exchange of Shares.  At the Closing,  the interest  holders of JIG
shall  surrender  each  certificate  or  certificates  which  represented  JIG's
interest  immediately prior to the Effective Time (the "Certificates") and shall
promptly  upon  surrender  thereof  receive in exchange  therefore the number of
whole  Consideration  Shares issuable in respect of all shares of JIG's interest
held by such JIG interest  holder (rounded to the nearest share) as set forth in
2.7 (d) above. BYMT shall not be obligated to deliver the consideration to which
a JIG  interest  holder is entitled as a result of the Merger  until such Person
surrenders  its  Certificate  or  Certificates  for exchange as provided in this
Section 2.8. Any other provision of this Agreement notwithstanding, neither BYMT
nor the Surviving  Corporation  shall be liable to an interest holder of JIG for
any  amounts  paid or  property  delivered  in good  faith to a public  official
pursuant to any applicable abandoned property, escheat or similar law.          

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         2.10 Rights of Former JIG Interest Holders.  At the Effective Time, the
interest  transfer  books of JIG shall be closed as to holders  of JIG  Interest
immediately  prior to the Effective  Time and no transfer of JIG Interest by any
such holder  shall  thereafter  be made or  recognized.  Until  surrendered  for
exchange in accordance  with the  provisions  of Section 2.8,  each  Certificate
theretofore  representing  shares  of JIG  Interest  shall  from and  after  the
Effective  Time  represent  for all  purposes  only  the  right to  receive  the
consideration  provided  in Section 2.7 (d) in  exchange  therefore.  Whenever a
dividend or other distribution is declared by BYMT on the BYMT stock, the record
date for which is at or after the Effective Time, the declaration  shall include
dividends or other  distributions on all shares of BYMT stock issuable  pursuant
to this Agreement,  but no dividend or other distribution payable to the holders
of record of BYMT shares as of any time  subsequent to the Effective  Time shall
be delivered to the holder of any Certificate  until such holder surrenders such
Certificate for exchange as provided in Section 2.8. However,  upon surrender of
such  Certificate,  both  the BYMT  stock  certificate  (together  with all such
undelivered   dividends  or  other  distributions   without  interest)  and  any
undelivered  dividends  payable in respect thereof  (without  interest) shall be
delivered and paid with respect to each share represented by such Certificate.  

         2.11 Legending of Securities.  Each  certificate  for BYMT shares to be
issued to the JIG  interest  holders as part of the Merger  Consideration  shall
bear substantially the following legend:                                        

         "THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES  ACT OF 1933, OR ANY STATE  SECURITIES  LAWS.  THESE SHARES
HAVE BEEN  ACQUIRED  FOR  INVESTMENT  AND MAY NOT BE  OFFERED,  SOLD,  ASSIGNED,
TRANSFERRED,   PLEDGED.   OR   HYPOTHECATED  IN  THE  ABSENCE  OF  AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  SAID  ACT OR  LAWS,  OR AN  OPINION  OF  COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT, IN THE CIRCUMSTANCES,
REQUIRED UNDER SAID ACT".                                                       

         2.12  Fractional  Shares.  Notwithstanding  any other provision of this
Agreement,  if the  Sellers  would  otherwise  have been  entitled  to receive a
fraction of a share of BYMT shares (after  taking into account all  certificates
delivered by the JIG interest holders), the number of shares issuable to the JIG
interest holder shall be rounded up to the next whole number.                   

         2.13  Lost,  Stolen or  Destroyed  Certificates.  In the event that any
Certificates  shall have been lost,  stolen or destroyed,  upon the making of an
affidavit of that fact by such JIG interest  holder  (setting forth the interest
JIG Interest represented by such lost, stolen or destroyed  Certificates),  BYMT
shall issue to such JIG interest holder the  Consideration  Shares to which such
JIG interest holder is entitled.                                                

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 ARTICLE III

 Representations and Warranties of BYMT, and Purchaser

         In order to induce JIG to enter into this  Agreement  and to consummate
the transactions  contemplated  hereby, BYMT, Purchaser (as defined in Article I
above), jointly and severally, make the representations and warranties set forth
below to JIG.                                                                   

         3.1  Organization;  Standing  and  Power.  BYMT is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Utah.  Purchaser is a corporation  duly organized,  validly existing and in good
standing  under the laws of the State of Colorado.  BYMT and Purchaser  have all
requisite  right,  power and  authority  to execute,  deliver  and perform  this
Agreement and to  consummate  the  transactions  contemplated  hereby.  BYMT and
Purchaser  have all  corporate  right,  power and  authority to own or lease and
operate their assets, and to conduct their business as presently conducted. BYMT
and Purchaser are duly qualified to transact  business as a foreign  corporation
in all  jurisdictions  where the ownership or leasing of their properties or the
conduct of its business requires such qualification.                            

         3.2  Authorization;   Enforceability.   The  execution,   delivery  and
performance of this Agreement by BYMT and Purchaser and all other  agreements to
be executed,  delivered  and  performed by BYMT and  Purchaser  pursuant to this
Agreement  (collectively,  the "Purchaser  Documents")  and the  consummation by
BYMT,  Purchaser of the transactions  contemplated  hereby and thereby have been
duly authorized by all requisite  corporate or individual  action on the part of
BYMT and Purchaser as  applicable.  This  Agreement and the Purchaser  Documents
have been duly executed and delivered by BYMT and Purchaser and  constitute  the
legal,  valid  and  binding  obligation  of BYMT and  Purchaser  enforceable  in
accordance  with  their  respective  terms,  except  to the  extent  that  their
enforcement is limited by bankruptcy,  insolvency,  reorganization or other laws
relating to or affecting the enforcement of creditors'  rights  generally and by
general principles of equity.                                                   

         3.3 No Violation or Conflict.  The execution,  delivery and performance
of this  Agreement and the Purchaser  Documents by BYMT and  Purchaser,  and the
consummation by BYMT, and Purchaser of the transactions  contemplated hereby and
thereby:  (a) do not violate or conflict with any provision of law or regulation
(whether federal,  state or local), or any writ, order or decree of any court or
governmental  or regulatory  authority,  or any provision of BYMT or Purchaser's
Articles or Certificate of Incorporation or Bylaws; and (b) do not and will not,
with or without  the  passage  of time or the  giving of  notice,  result in the
breach of, or  constitute  a default  (or an event that with  notice or lapse of
time or both would become a default),  cause the  acceleration  of  performance,
give to others any right of termination, amendment, acceleration or cancellation
of or require any consent under,  or result in the creation of any lien,  charge
or encumbrance upon any property or assets of BYMT or Purchaser  pursuant to any
instrument  or  agreement to which BYMT or Purchaser is a party or by which BYMT
or Purchaser or their respective properties may be bound or affected.           

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         3.4  Consents  of  Governmental  Authorities  and  Others.  No consent,
approval, order or authorization of, or registration, declaration, qualification
or filing with any federal, state or local governmental or regulatory authority,
or any other Person, is required to be made by BYMT, and Purchaser in connection
with the  execution,  delivery or  performance  of this  Agreement by BYMT,  and
Purchaser or the  consummation  by BYMT,  and of the  transactions  contemplated
hereby.                                                                         

         3.5 Conduct of  Business.  Except as  disclosed on Schedule 3.5 hereto,
since July 31, 2005, BYMT has conducted no active businesses in the ordinary and
usual  course  consistent  with past  practices  and there has not  occurred any
adverse change in the condition (financial or otherwise), results of operations,
properties,  assets,  liabilities,  business or prospects  of BYMT,  and no such
change is threatened.  Without  limiting the generality of the foregoing,  since
July 31, 2005,  except as provided in this Agreement,  BYMT has not: (a) amended
its  Articles of  Incorporation  or Bylaws  except as to a reverse  split of its
issued and outstanding  common shares of one for 10, however  shareholders  have
authorized of a name change and Series A Preferred  shareholders have authorized
an Amendment to the  Designation  of Rights and Privileges of Series A Preferred
Stock to provide a  conversion  privilege  of 16 shares of common stock for each
one share of Series A Preferred Stock outstanding and other amendments pertinent
thereto;  (b) issued,  sold or  authorized  for issuance or sale,  shares of any
Series of its securities  (including,  but not limited to, by way of stock split
or dividend) or any  subscriptions,  options,  warrants,  rights or  convertible
securities  or entered  into any  agreements  or  commitments  of any  character
obligating it to issue or sell any such securities;  (c) redeemed,  purchased or
otherwise acquired,  directly or indirectly,  any shares of its capital stock or
any option,  warrant or other  right to  purchase  or acquire  any such  capital
stock; (d) suffered any damage,  destruction or loss,  whether or not covered by
insurance,  which has had or could  reasonably  be  expected  to have a Material
Adverse  Effect on any of its  properties,  assets,  business or prospects;  (e)
granted  or made any  mortgage  or  pledge  or  subjected  itself  or any of its
properties or assets to any lien, charge or encumbrance of any kind; (f) made or
committed  to make any capital  expenditures  in excess of  $10,000;  (g) become
subject to any Guaranty; (h) granted any increase in the compensation payable or
to become  payable to  directors,  officers  or  employees  (including,  without
limitation, any such increase pursuant to any severance package, bonus, pension,
profit-sharing  or other plan or  commitment);  (i) entered  into any  agreement
which  would be a Material  Agreement,  or amended or  terminated  any  existing
Material Agreement;  (j) been named as a party in any Litigation,  or become the
focus of any  investigation by any government or regulatory agency or authority;
(k)  declared or paid any  dividend or other  distribution  with  respect to its
capital stock;  or (l) experienced any other event or condition of any character
which has had or to BYMT's  could  reasonably  be  expected  to have a  Material
Adverse Effect on BYMT.                                                         

         3.6 Litigation. There are no actions, suits, investigations,  claims or
proceedings  ("Litigation")  pending or, to the Knowledge of BYMT, and Purchaser
threatened  before  any court or by or before  any  governmental  or  regulatory
authority  or  arbitrator,  (a)  affecting  BYMT or Purchaser  (as  plaintiff or
defendant) or (b) against BYMT, and Purchaser relating to BYMT's Interest or the
transactions  contemplated  by this  Agreement  and  there  exist  no  facts  or
circumstances  to the Knowledge of BYMT,  and Purchaser  creating any reasonable
basis for the institution of any Litigation against BYMT, and Purchaser.        

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         3.7 Brokers. Neither BYMT or JIG, and Purchaser has employed any broker
or finder, and none of them has incurred or will incur,  directly or indirectly,
any  broker's,  finder's,  investment  banking or similar fees,  commissions  or
expenses in connection with the  transactions  contemplated by this Agreement or
the Purchaser Documents.                                                        

         3.8 Compliance.  BYMT and Purchaser are in compliance with all federal,
state,  local and foreign laws,  ordinances,  regulations,  judgments,  rulings,
orders  and  other  requirements  applicable  to BYMT and  Purchaser  and  their
respective assets and properties,  including, without limitation, those relating
to (a) the registration and sale of the BYMT Interest,  (b) the establishment of
a public trading market for the BYMT Interest, and (c) the public trading of the
BYMT Interest. BYMT and Purchaser are not subject to any judicial,  governmental
or administrative inquiry, investigation, order, judgment or decree.            

         3.9 Charter, Bylaws and Corporate Records. A true, correct and complete
copy of (a) the Articles of Incorporation of BYMT and Purchaser,  as amended and
in effect on the date hereof,  (b) the Bylaws of BYMT and Purchaser,  as amended
and in effect on the date hereof, and (c) the minute books of BYMT and Purchaser
(containing all corporate  proceedings from the date of incorporation) have been
furnished to JIG. Such minute books contain accurate records of all meetings and
other  corporate  actions of the board of directors,  committees of the board of
directors, incorporators and shareholders of BYMT and Purchaser from the date of
its  incorporation  to the date hereof which were  memorialized  in writing.  No
actions have been taken since the date of BYMT or Purchaser's incorporation that
are not memorialized in writing.                                                

        3.10  Subsidiaries and Investments.  BYMT has only one Subsidiaries or
Investments.  BYMT owns one hundred percent (100%) of the issued and outstanding
capital stock of the Subsidiary BT Acquisitions, Inc..                          

         3.11  Capitalization.  The authorized capital stock of BYMT consists of
150,000,000  shares of stock, of which 661,572 shares are issued and outstanding
(the "Outstanding BYMT Shares") and 1,000,000 shares of Series A Preferred Stock
are  authorized,  issued and  outstanding  which are convertible to units as set
forth in the  Designation of  Preferences as amended.  All shares of Outstanding
BYMT common and Series A stock have been duly authorized, are validly issued and
outstanding, and are fully paid and non-assessable. No securities issued by BYMT
from the date of its  incorporation  to the date hereof were issued in violation
of any  statutory,  contractual or common law  preemptive  rights.  There are no
dividends  which have  accrued or been  declared  but are unpaid on the  capital
stock of BYMT. All taxes required to be paid in connection with the issuance and
any  transfers  of  BYMT's   capital  stock  have  been  paid.  All  permits  or
authorizations  required to be  obtained  from or  registrations  required to be
effected  with any  Person in  connection  with any and all  common and Series A
Preferred issuances of securities of BYMT from the date of BYMT's  incorporation
to the date hereof have been  obtained or effected  and all  securities  of BYMT
have  been  issued  and are  held  in  accordance  with  the  provisions  of all
applicable  securities or other laws. Series B Preferred Stock as carried on the
books is being cancelled since it was conditionally issued for consideration for
a casino license never approved by Nevada Gaming  Commission.  The Consideration
Shares  shall,  upon  issuance  and  delivery  to the JIG  interest  holders  in
accordance   with  the  terms  hereof,   be  fully  paid,   validly  issued  and
non-assessable,  but shall not be registered securities under the Securities Act
of 1933.  There  are no  registration  rights  outstanding  which  relate to the
Outstanding  BYMT  shares  and, to the  Knowledge  of BYMT,  there are no voting
trusts, proxies or other agreements or understandings with respect to any equity
security  of any  Series  of  BYMT  or  with  respect  to any  equity  security,
partnership  interest or similar ownership  interest of any Series of any of its
Subsidiaries,  except as provided  herein or in the Amendment to the Designation
of Preferences Rights and Privileges of Series A Preferred Stock.               

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         3.12 Rights, Warrants, Options. There are no outstanding (a) securities
or instruments  convertible  into or exercisable for any of the capital stock or
other equity interests of BYMT or Purchaser except that Series A Preferred Stock
is convertible to units consisting of common shares and warrants as set forth in
the   Designation   of   Preferences   of  Series  A.  (b)  options,   warrants,
subscriptions,  puts,  calls,  or other rights to acquire capital stock or other
equity  interests  of BYMT  or  Purchaser;  or (c)  commitments,  agreements  or
understandings of any kind, including employee benefit arrangements, relating to
the issuance or  repurchase  by BYMT or Purchaser of any capital  stock or other
equity  interests  of BYMT  or  Purchaser,  or any  instruments  convertible  or
exercisable  for any such  securities  or any  options,  warrants  or  rights to
acquire such securities.                                                        

         3.13 Commission Filings and Financial  Statements.  All of the Periodic
Reports of BYMT required to satisfy the  information  requirements of Section 13
of the  Exchange  Act have been filed with the  Commission,  and have been true,
accurate and complete in all material respects and have been filed in compliance
with the requirements of the Exchange Act. The Financial Statements of BYMT: (a)
have been prepared in accordance  with the books of account and records of BYMT;
(b)  fairly  present,  and are true,  correct  and  complete  statements  in all
material  respects  of  BYMT's  financial  condition  and  the  results  of  its
operations at the dates and for the periods specified in those  statements;  and
(c) have been  prepared in  accordance  with United  States  generally  accepted
accounting principles ("GAAP") consistently applied with prior periods.         

         3.14 Absence of Undisclosed Liabilities. Other than as disclosed by the
Periodic Reports,  the Financial  Statements of BYMT or as disclosed on Schedule
3.20,  BYMT and  Purchaser  do not have any  direct  or  indirect  indebtedness,
liability, claim, loss, damage, deficiency, obligation or responsibility,  known
or unknown,  fixed or unfixed,  choate or inchoate,  liquidated or unliquidated,
secured or unsecured,  accrued,  absolute,  contingent or otherwise,  including,
without limitation,  liabilities on account of taxes, other governmental charges
or  Litigation,  whether or not of a kind  required by GAAP to be set forth on a
financial statement ("Liabilities BYMT and Purchaser do not have any Liabilities
other than Liabilities fully and adequately reflected in the Periodic Reports or
the  Financial  Statements of BYMT or as listed on Schedule 3.20 which shall all
be paid at closing.  BYMT and Purchaser have no Knowledge of any  circumstances,
conditions,  events  or  arrangements  which  may  hereafter  give  rise  to any
Liabilities of BYMT or Purchaser, except as set forth on Schedule 3.20.         

       3.15     Real Property and Mineral Leases.  BYMT and Purchaser do not
own any fee simple interest in real property nor any  mineral leases.  BYMT and 
Purchaser do not lease, sublease, or have any other contractual interest in any 
real property.                                                                  

         3.16 List of Accounts.  Set forth on Schedule 3.16 is: (a) the name and
address of each bank or other  institution in which BYMT or Purchaser  maintains
an account  (cash,  securities  or other) or safe  deposit box; (b) the name and
phone number of BYMT or Purchaser's  contact person at such bank or institution;
(c) the account number of the relevant  account and a description of the type of
account;  (d) the name of each person  authorized by BYMT or Purchaser to effect
transactions therewith or to have access to any safe deposit box or vault;      

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         3.17  Personnel.  There is no incurred or accrued  compensation  of any
officers,  directors,  consultants and employees of BYMT or Purchaser (including
compensation  paid or  payable  by BYMT  under any  employee  benefit  or option
plans).  There are no  employee  policies,  employee  manuals  or other  written
statements  of rules or policies  as to working  conditions,  vacation  and sick
leave.                                                                          

         3.18 Employment Agreements and Employee Benefit Plans. BYMT has not had
any and  does  not have  any  defined  contribution  plan and it is not (and was
never) part of a controlled group contributing to any defined  contribution plan
and is not and was never a party to any collective bargaining agreement or other
employment  contracts.  BYMT has not, nor does it now contribute to any pension,
profit-sharing,  option,  other  incentive  plan,  or any other type of Employee
Benefit  Plan (as  defined in Section  3(3) of the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA")), or any health, dental, vision, long
term disability, short term disability, life insurance or other welfare benefits
plan, or have any  obligation  to or customary  arrangement  with  employees for
bonuses, incentive compensation,  vacations,  severance pay, insurance, or other
benefits,  and it is not now (and was never) a part of a  controlled  group with
regard to any of the foregoing.                                                 

                  There  are  no  complaints,   charges,  claims,   allegations,
grievances,  or litigations  pending or threatened  which reflect or pertain to:
(i) any federal, state or local labor, employment, anti-discrimination,  workers
compensation,  disability or unemployment law, regulation or ordinance; (ii) any
claim for wrongful discharge, harassment,  discrimination,  breach of employment
contract  or  employment-related   tort;  or  (iii)  any  employment  agreement,
restrictive  covenant,  non-competition  agreement  or employee  confidentiality
agreement, which, in any such case, if adversely determined, could reasonably be
expected to have a Material Adverse Effect on BYMT.                             

3.19     Taxes.                                                                 

         (a) BYMT has  properly  prepared  and timely  filed all Tax Returns (as
defined below)  relating to any and all Taxes (as defined  below)  concerning or
attributable  to it or its  operations  for any  period  ending on or before the
Closing Date and such Tax Returns are true, correct and complete in all material
respects and have been completed in accordance  with applicable Laws (as defined
below).                                                                         

         (b) All Taxes (whether or not shown on any Tax Return)  payable by BYMT
have been  fully and  timely  paid.  The cash  reserves  or  accruals  for Taxes
provided in the books and  records of BYMT with  respect to any period for which
Tax Returns have not yet been filed or for which Taxes are not yet due and owing
have been  established in accordance  with GAAP and are, or prior to the Closing
Date, will be, sufficient for all unpaid Taxes of BYMT through and including the
Closing Date (including, without limitation, with respect to any Taxes resulting
from the transactions contemplated by this Agreement).                          

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         (c)  Neither  BYMT nor any Person on behalf of or with  respect to BYMT
has  executed  or filed any  agreements  or  waivers  extending  any  statute of
limitations  on or extending the period for the  assessment or collection of any
Tax. No power of  attorney  on behalf of BYMT with  respect to any Tax matter is
currently in force.                                                             

         (d)  BYMT  is not a  party  to any  Tax-sharing  agreement  or  similar
arrangement  with any other  party  (whether or not  written),  and BYMT has not
assumed any Tax obligations of, or with respect to any transaction  relating to,
any other  Person or agreed to  indemnify  any other  Person with respect to any
Tax.                                                                            

         (e) No Tax Return  concerning or relating to BYMT or its operations has
ever been audited by a government or taxing authority,  nor is any such audit in
process or  pending,  and BYMT has not been  notified of any request for such an
audit or other  examination.  No claim has been made by a taxing  authority in a
jurisdiction  where Tax Returns concerning or relating to BYMT or its operations
have  not  been  filed  that  it is or  may  be  subject  to  taxation  by  that
jurisdiction.                                                                   

    (f) BYMT has never been included in any consolidated, combined, or
unitary Tax Return.                                                             

         (g) BYMT has complied in all material respects with all applicable Laws
relating  to the  payment  and  withholding  of Taxes  and has  duly and  timely
withheld from employee salaries,  wages and other compensation and has paid over
to the appropriate taxing authorities all amounts required to be so withheld and
paid over for all periods under all applicable laws.                            

         (h) Neither  BYMT nor any other Person on behalf of and with respect to
BYMT has (i)  agreed  to or is  required  to make any  adjustments  pursuant  to
Section  481(a) of the  Internal  Revenue  Code of 1986  ("Code") or any similar
provision  of state,  local or foreign  law by reason of a change in  accounting
method  initiated  by BYMT and  Purchaser  have no  Knowledge  that the Internal
Revenue Service ("IRS") has proposed any such adjustment or change in accounting
method,  or has any  application  pending with any taxing  authority  requesting
permission for any changes in accounting  methods that relate to the business or
operations of BYMT, (ii) executed or entered into a closing  agreement  pursuant
to Section 7121 of the Code or any predecessor  provision thereof or any similar
provision of state, local or foreign law with respect to BYMT or (iii) requested
any extension of time within which to file any Tax Return concerning or relating
to BYMT or its operations, which Tax Return has since not been filed.           

         (i) No property owned by BYMT is (i) property required to be treated as
being owned by another Person pursuant to the provisions of Section 168(f)(8) of
the Internal Revenue Code of 1954, as amended and in effect immediately prior to
the enactment of the Tax Reform Act of 1986,  (ii)  constitutes  "tax-exempt use
property"  within  the  meaning  of  Section  168(h)(1)  of the Code or (iii) is
"tax-exempt bond financed  property" within the meaning of Section 168(g) of the
Code.                                                                           

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         (j) BYMT is not  subject  to any  private  letter  ruling of the IRS or
comparable rulings of other taxing authorities.                                 

       (k) BYMT does not own any interest in any entity that is treated as a
partnership for U.S. federal income Tax purposes or would be treated as a       
pass-through or disregarded entity for any Tax purpose.                         

         (l) BYMT has not constituted  either a "distributing  corporation" or a
"controlled  corporation" within the meaning of Section 355(a)(1)(A) of the Code
in a  distribution  qualifying for tax-free  treatment  under Section 355 of the
Code  (i) in the two  years  prior to the  date of this  Agreement  or (ii) in a
distribution  that  could  otherwise  constitute  part of a "plan" or "series of
transactions"  (within the meaning of Section 355(e) of the Code) in conjunction
with this Agreement.                                                            

   (m)   BYMT has no elections in effect for U.S. federal income Tax
purposes under Sections 108, 168, 441, 472, 1017, 1033 or 4977 of the Code.     

                  The term "Law" or "Laws" as used in this Agreement  shall mean
any federal, state, local or foreign statue, law, ordinance,  regulation,  rule,
code, order or other requirement or rule of law.                                

                  The term "Tax" or "Taxes" as used in this Agreement shall mean
(i) all income,  excise,  gross receipts,  ad valorem,  sales, use,  employment,
franchise, profits, gains, property, transfer, payroll, withholding,  severance,
occupation,  social security,  unemployment  compensation,  alternative minimum,
value added,  intangibles or other taxes,  fees, stamp taxes,  duties,  charges,
levies or assessments of any kind  whatsoever  (whether  payable  directly or by
withholding),  together with any interest and any penalties, fines, additions to
tax or additional  amounts  imposed by any  Governmental  Authority with respect
thereto, (ii) any liability for the payment of any amounts of the type described
in (i) as a result of being a member of a  consolidated,  combined,  unitary  or
aggregate group for any Taxable period, and (3) any liability for the payment of
any  amounts  of the  type  described  in (i) or (ii)  as a  result  of  being a
transferee  or  successor to any person or as a result of any express or implied
obligation to indemnify any other Person.                                       

         The term "Tax  Returns" as used in this  Agreement  shall mean returns,
declarations, reports, claims for refund, information returns or other documents
(including any related or supporting schedules, statements or information) filed
or required to be filed in  connection  with the  determination,  assessment  or
collection  of  any  Taxes  of any  party  or the  administration  of any  laws,
regulations or administrative requirements relating to any Taxes.               

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         3.20  Material  Agreements.  Schedule  3.20  sets  forth  a list of all
material written and oral contracts or agreements relating to BYMT or Purchaser,
including  without  limitation  any: (i) contract  resulting in a commitment  or
potential   commitment  for   expenditure  or  other   obligation  or  potential
obligation, or which provides for the receipt or potential receipt, involving in
excess  of Ten  Thousand  Dollars  ($10,000.00)  in any  instance,  or series of
related  contracts  that in the  aggregate  give rise to  rights or  obligations
exceeding  such  amount;  (ii)  indenture,   mortgage,   promissory  note,  loan
agreement,  guarantee or other  agreement  or  commitment  for the  borrowing or
lending  of money or  encumbrance  of assets  involving  more than Ten  Thousand
Dollars  ($10,000.00) in each instance;  (iii) agreement which restricts BYMT or
Purchaser from engaging in any line of business or from competing with any other
Person;  or (iv) any  other  contract,  agreement,  instrument,  arrangement  or
commitment that is material to the condition  (financial or otherwise),  results
of operation, assets, properties,  liabilities, business or prospects of BYMT or
Purchaser  (collectively,   and  together  with  the  BYMT  Leases,   employment
agreements,  Employee  Benefit  Plans and all other  agreements  required  to be
disclosed on any Schedule to this  Agreement,  the "Material BYMT  Agreements").
Neither  BYMT nor  Purchaser  has received  notice of any pending or  threatened
Litigation relating to any of the Material BYMT Agreements.                     

 3.21     Guaranties.  BYMT and Purchaser are not a party to any
Guaranty, and no Person is a party to any Guaranty for the  benefit of BYMT or  
Purchaser.                                                                      

         3.22 Absence of Certain  Business  Practices.  None of  Purchaser,  nor
BYMT, nor any Affiliates thereof nor, to the Knowledge of each, any other Person
acting on behalf of BYMT,  has with  respect to the  business or  activities  of
BYMT: (a) received, directly or indirectly, any rebates, payments,  commissions,
promotional  allowances  or any other  economic  benefits,  regardless  of their
nature or type, from any customer,  supplier, trading company, shipping company,
governmental  employee or other Person with whom BYMT has done business directly
or indirectly;  or (b) directly or indirectly,  given or agreed to give any gift
or similar benefit to any customer, supplier, trading company, shipping company,
governmental  employee or other Person who is or may be in a position to help or
hinder the  business  of BYMT (or assist BYMT in  connection  with any actual or
proposed  transaction)  which (i) may subject BYMT to any material damage or any
penalty  in any  Litigation,  (ii) if not  given  in the  past,  may  have had a
Material  Adverse  Effect  on the  assets,  business  or  operations  of BYMT as
reflected in the Periodic  Reports or Financial  Statements  of BYMT or (iii) if
not  continued  in the  future,  may  materially  adversely  affect the  assets,
business or operations of BYMT or subject BYMT to suit or penalty in any private
or governmental litigation or proceeding.                                       

         3.23 Disclosure.  No  representation  or warranty of BYMT and Purchaser
contained in this Agreement, and no statement,  report, or certificate furnished
by or on behalf of BYMT,  Purchaser to JIG or its agents  pursuant  hereto or in
connection  with the  transactions  contemplated  hereby,  contains  any  untrue
statement  of a material  fact or omits to state a material  fact  necessary  in
order to make the statements contained herein or therein not misleading or omits
or will omit to state a material  fact  necessary  in order to provide  JIG with
full and proper  information as to the business,  financial  condition,  assets,
liabilities,  results of operation  or  prospects  of BYMT or Purchaser  and the
value of their properties or the ownership of BYMT or Purchaser.                

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ARTICLE IV

 Representations and Warranties of JIG

         In order to induce BYMT and Purchaser to enter into this  Agreement and
to   consummate   the   transactions   contemplated   hereby,   JIG   makes  the
representations and warranties set forth below to BYMT and Purchaser.           

         4.1  Organization.  JIG is a Limited  Liability Company duly organized,
validly  existing and in good standing  under the laws of the State of Ohio. JIG
is  duly  qualified  to  transact  business  as a  foreign  corporation  in  all
jurisdictions where the ownership or leasing of its properties or the conduct of
its business requires such qualification, except where the failure to so qualify
would not have a Material Adverse Effect on JIG. JIG has the requisite power and
authority  to (a) own or lease and  operate its  properties  and (b) conduct its
business as presently conducted.                                                

         4.2  Authorization;  Enforceability.  JIG has the  capacity to execute,
deliver and perform  this  Agreement.  This  Agreement  and all other  documents
executed and delivered by JIG pursuant to this Agreement have been duly executed
and delivered and  constitute the legal,  valid and binding  obligations of JIG,
assuming the due  authorization,  execution  and  delivery of this  Agreement by
BYMT,  and Purchaser  enforceable  in accordance  with their  respective  terms,
except  to  the  extent  that  their   enforcement  is  limited  by  bankruptcy,
insolvency,   reorganization   or  other  laws  relating  to  or  affecting  the
enforcement of creditors' rights generally and by general principals of equity. 

         4.3 No Violation or Conflict.  The execution,  delivery and performance
of this Agreement and the other  documents  contemplated  hereby by JIG, and the
consummation by JIG of the transactions  contemplated hereby: (a) do not violate
or conflict with any provision of law or regulation  (whether federal,  state or
local),  or any writ, order or decree of any court or governmental or regulatory
authority,  or any provision of JIG's Certificate of Organization or Bylaws; and
(b) do not, with or without the passage of time or the giving of notice,  result
in the breach of, or constitute a default, cause the acceleration of performance
or require any consent under,  or result in the creation of any lien,  charge or
encumbrance  upon any  property or assets of JIG pursuant to any  instrument  or
agreement to which JIG is a party or by which JIG or its properties may be bound
or affected.                                                                    

         4.4  Consents  of  Governmental  Authorities  and  Others.  No consent,
approval or authorization of, or registration,  qualification or filing with any
federal,  state or local  governmental  or  regulatory  authority,  or any other
Person, is required to be made by JIG in connection with the execution, delivery
or  performance  of this  Agreement  by JIG or the  consummation  by them of the
transactions   contemplated  hereby,  excluding  the  execution,   delivery  and
performance of this Agreement by the JIG.                                       

         4.5 Brokers.  JIG has not  employed  any broker or finder,  and has not
incurred  and will not incur  any  broker's,  finder's,  investment  banking  or
similar  fees,  commissions  or expenses  in  connection  with the  transactions
contemplated by this Agreement.                                                 

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         4.6  Charter  Records.  A true,  correct and  complete  copy of (a) the
Certificate of Organization of JIG, as amended and in effect on the date hereof,
and (b) the  Operating  Agreement  of JIG,  as amended and in effect on the date
hereof, have been furnished.                                                    

    4.7      Subsidiaries and Investments.  JIG has no Subsidiaries or
Investments.                                                                    

         4.8  Capitalization.  JIG will have issued and outstanding 100 units of
interest (the  "Outstanding  JIG Interest").  The Outstanding JIG Interest shall
constitute one hundred percent (100%) of the issued and  outstanding  capital of
JIG. The  Outstanding  JIG Interest is owned by its interest  holders will be in
the amounts set forth on Schedule A. All of the  Outstanding  JIG Interests will
have been duly  authorized,  are validly issued and  outstanding,  and are fully
paid  and  non-assessable.  No  securities  issued  by JIG  from the date of its
incorporation  to the date hereof were issued in violation  of any  statutory or
common law preemptive  rights.  All taxes required to be paid in connection with
the issuance and any transfers of JIG's  capital have been paid.  All permits or
authorizations  required to be  obtained  from or  registrations  required to be
effected with any Person in connection  with any and all issuances of securities
of JIG from the date of its  incorporation to the date hereof have been obtained
or  effected  and all  securities  of JIG  have  been  issued  and  are  held in
accordance with the provisions of all applicable securities or other laws.      

         4.9 Rights, Warrants,  Options. There are no outstanding (a) securities
or instruments  convertible  into or exercisable for any of the capital stock or
other equity  interests of JIG; (b) options,  warrants,  subscriptions  or other
rights  to  acquire  capital  stock or other  equity  interests  of JIG;  or (c)
Commitments,  agreements  or  understandings  of any  kind,  including  employee
benefit  arrangements,  relating  to the  issuance or  repurchase  by JIG of any
capital stock or other equity  interests of JIG, or any instruments  convertible
or  exercisable  for any such  securities or any options,  warrants or rights to
acquire such securities.                                                        

 ARTICLE V

 Additional Agreements

         5.1 Survival of the Representations and Warranties. The representations
and  warranties  contained in Sections  3.1,  3.2,  3.12,  3.13 and 3.14 and the
covenants in Section 7.1 and 7.3 shall  survive the Closing and remain in effect
indefinitely.  The  representations  and  warranties  contained  in Section 3.23
(relating  to  environmental  matters)  shall  survive  the  Closing  until  the
expiration of three (3) years from the Closing  Date.  The  representations  and
warranties  contained  in Section 3.19  (relating  to taxes)  shall  survive the
Closing until the later of the expiration of twenty four months from the Closing
Date or the expiration of the last day of the statute of limitations  applicable
to any  action  against  BYMT  based  upon the  non-payment  of taxes,  or other
violation of the Code,  which occurred prior to the Closing Date.  Except as set
forth  above,  the  representations  and  warranties  and  covenants of BYMT and
Purchaser,  contained  in this  Agreement  shall  survive the Closing  until the
expiration of  twenty-four  months from the Closing Date. No claim for indemnity
with respect to breaches of representations and warranties may be brought by any
party  hereto,  other than a claim for fraud or  intentional  misrepresentation,
after  expiration of the applicable  survival  period  therefore as set forth in
this Section 5.1                                                                

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         5.2  Investigation.  The  representations,  warranties,  covenants  and
agreements  set forth in this  Agreement  shall not be affected or diminished in
any way by any  investigation  (or failure to  investigate) at any time by or on
behalf  of  the  party  for  whose  benefit  such  representations,  warranties,
covenants and agreements  were made. All statements  contained  herein or in any
schedule, certificate,  exhibit, list or other document required to be delivered
pursuant  hereto,  shall be  deemed to be  representations  and  warranties  for
purposes  of  this  Agreement;  provided,  that  any  knowledge  or  materiality
qualifications contained herein shall be applicable to such other documents.    

         5.3  Indemnification.  BYMT agrees to indemnify  and hold harmless JIG,
and each of JIG's  directors,  officers  and  employees,  from and  against  any
losses,  damages,  costs  or  expenses  (including  reasonable  legal  fees  and
expenses)  which are  caused by or arise out of (i) any breach or default in the
performance  by any of BYMT and  Purchaser of any covenant or agreement  made by
any of them in this Agreement; (ii) any breach of any Representation or Warranty
made by any of BYMT and Purchaser in this Agreement;                            

         5.4  Indemnity  Procedure.  A party or parties  hereto  agreeing  to be
responsible for or to indemnify against any matter pursuant to this Agreement is
referred  to herein as the  "Indemnifying  Party" and the other party or parties
claiming indemnity is referred to as the "Indemnified Party".                   

(a) An  Indemnified  Party under this  Agreement  shall,  with respect to claims
asserted  against  such party by any third  party,  give  written  notice to the
Indemnifying  Party  of any  liability  which  might  give  rise to a claim  for
indemnity under this Agreement within sixty (60) business days of the receipt of
any written claim from any such third party, but not later than twenty (20) days
prior to the date any answer or responsive  pleading is due, and with respect to
other matters for which the  Indemnified  Party may seek  indemnification,  give
prompt written  notice to the  Indemnifying  Party of any liability  which might
give rise to a claim for indemnity;  provided, however, that any failure to give
such notice  will not waive any rights of the  Indemnified  Party  except to the
extent the rights of the Indemnifying Party are materially prejudiced.          

(b) The Indemnifying  Party shall have the right, at its election,  to take over
the  defense  or  settlement  of such  claim by  giving  written  notice  to the
Indemnified Party at least fifteen (15) days prior to the time when an answer or
other  responsive  pleading or notice with respect  thereto is required.  If the
Indemnifying Party makes such election, it may conduct the defense of such claim
through counsel of its choosing (subject to the Indemnified  Party's approval of
such counsel,  which  approval  shall not be  unreasonably  withheld),  shall be
solely  responsible  for the  expenses of such defense and shall be bound by the
results of its defense or settlement of the claim. The Indemnifying  Party shall
not settle any such claim  without  prior  notice to and  consultation  with the
Indemnified  Party,  and no such  settlement  involving any equitable  relief or
which  might have an adverse  effect on the  Indemnified  Party may be agreed to
without the written consent of the Indemnified Party (which consent shall not be
unreasonably  withheld).  So  long  as  the  Indemnifying  Party  is  diligently
contesting any such claim in good faith, the Indemnified Party may pay or settle
such claim only at its own expense and the                                      

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Indemnifying  Party  will  not be  responsible  for the fees of  separate  legal
counsel to the  Indemnified  Party,  unless the named parties to any  proceeding
include  both  parties and  representation  of both  parties by the same counsel
would be inappropriate.  If the Indemnifying  Party does not make such election,
or having  made  such  election  does  not,  in the  reasonable  opinion  of the
Indemnified Party proceed  diligently to defend such claim, then the Indemnified
Party may (after written notice to the  Indemnifying  Party),  at the expense of
the Indemnifying  Party, elect to take over the defense of and proceed to handle
such claim in its  discretion and the  Indemnifying  Party shall be bound by any
defense or  settlement  that the  Indemnified  Party may make in good faith with
respect to such claim.  In connection  therewith,  the  Indemnifying  Party will
fully cooperate with the Indemnified Party should the Indemnified Party elect to
take over the defense of any such claim.                                        

(c) The parties agree to cooperate in defending  such third party claims and the
Indemnified  Party shall provide such  cooperation and such access to its books,
records and properties as the Indemnifying  Party shall reasonably  request with
respect to any matter for which  indemnification  is sought  hereunder;  and the
parties  hereto agree to cooperate with each other in order to ensure the proper
and adequate defense thereof.                                                   

         With  regard to claims of third  parties for which  indemnification  is
payable hereunder,  such indemnification shall be paid by the Indemnifying Party
upon  the  earlier  to  occur  of:  (i) the  entry  of a  judgment  against  the
Indemnified  Party and the  expiration of any applicable  appeal  period,  or if
earlier,  five (5) days  prior to the date that the  judgment  creditor  has the
right to execute the  judgment;  (ii) the entry of an  unappealable  judgment or
final appellate decision against the Indemnified Party; or (iii) a settlement of
the claim.  Notwithstanding the foregoing,  provided that there is no dispute as
to the applicability of  indemnification,  the reasonable expenses of counsel to
the Indemnified Party shall be reimbursed on a current basis by the Indemnifying
Party if such expenses are a liability of the Indemnifying Party. With regard to
other   claims   for  which   indemnification   is   payable   hereunder,   such
indemnification  shall be paid promptly by the Indemnifying Party upon demand by
the Indemnified Party.                                                          

ARTICLE VI

 Closing; Deliveries; Conditions Precedent

         6.1 Closing;  Effective Date. All  proceedings  taken and all documents
executed  at the  Closing  shall be  deemed to have been  taken,  delivered  and
executed  simultaneously,  and no proceeding shall be deemed taken nor documents
deemed executed or delivered until all have been taken, delivered and executed. 

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6.2      Deliveries                                           

            (a) At Closing, BYMT shall deliver the following documents to JIG:

            (1)      the certificates representing the Consideration
Shares;                   

                  (2)      the  written  resignation  of all BYMT  officers  and
                           directors  from  all  of  their   positions  as  BYMT
                           directors and/or officers,  officers  resignations to
                           be  effective  upon  Closing,  and  directors  to  be
                           effective ten days after  mailing of Notice  pursuant
                           to  Section  14f of the  Securities  Exchange  Act of
1934.                     

                  (3)      the corporate  books of BYMT,  including its minutes,
                           Stockholders List, Articles of Incorporation,  Bylaws
                           and  corporate   minutes   approving  the  terms  and
                           conditions of this Agreement and the other  documents
                           contemplated hereby and the transactions contemplated
hereby and thereby;       

             (4)      certificates issued by the Secretary of State of
                           Utah, as of a recent date, as to the good standing of
                 BYMT  in its jurisdiction of incorporation.

                  (5)      certificates  issued  by the  Secretary  of  State of
                           Colorado,  as  of a  recent  date,  as  to  the  good
                           standing  of   Purchaser  in  its   jurisdiction   of
incorporation.            

                  (6)      a certificate,  dated the Closing Date, of an officer
                           of BYMT setting  forth that  authorizing  resolutions
                           were  adopted  by  BYMT  and  Purchaser's  Boards  of
                           Directors, approving the terms and conditions of this
                           Agreement and the other documents contemplated hereby
                           and the transactions contemplated hereby and thereby;

                  (7)      the  consents of any third party  including,  but not
                           limited to, parties to any of the Material Agreements
                           whose consent is required under the terms of any such
      Material Agreement or otherwise;

            (8)      the certificates referred to in Section 6.3(d);

           (9)     such other documents and instruments as JIG may
reasonably request.         

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             (b)  At Closing, JIG shall deliver the following documents to BYMT:

               (1)      the Assignments of JIG Interest to be delivered to
BYMT;                     

                 (2)      a Certificate of Organization the Secretary of State
          of the State of Ohio, dated in 2005;

                  (3)      a certificate,  dated the Closing Date, of manager of
                           JIG setting forth that  authorizing  resolutions were
                           adopted by JIG's interest holder, approving the terms
                           and  conditions  of  this  Agreement  and  the  other
                           documents  contemplated  hereby and the  transactions
      contemplated hereby and thereby;

                (4)      the certificates referred to in Section 6.4(d); and

             (5)      such other documents and instruments as BYMT may
reasonably request.       

         6.3  Conditions  Precedent to the  Obligations  of JIG.  Each and every
obligation of JIG to consummate the transactions described in this Agreement and
any and all liability of JIG to BYMT shall be subject to the  fulfillment  on or
before the Closing Date of the following conditions precedent:                  

             (a)    Representations   and   Warranties   True.   Each   of   the
representations  and warranties of BYMT and Purchaser contained herein or in any
certificate  or  other  document  delivered  pursuant  to this  Agreement  or in
connection with the transactions  contemplated  hereby shall be true and correct
in all  material  respects as of the Closing Date with the same force and effect
as though made on and as of such date.                                          

             (b)  Performance.  BYMT and  Purchaser  shall  have  performed  and
complied in all material  respects  with all of the  agreements,  covenants  and
obligations  required  under this  Agreement to be performed or complied with by
them on or prior to the Closing Date.                                           

             (c) No Material  Adverse Change.  Except as expressly  permitted or
contemplated by this Agreement,  no event or condition shall have occurred which
has  adversely  affected or may  adversely  affect in any respect the  condition
(financial or otherwise) of BYMT or Purchaser.                                  

             (d)  BYMT's  Certificate.  BYMT  shall  have  delivered  to  JIG  a
certificate dated the Closing Date,  certifying that the conditions specified in
Section  6.3(a),  (b) and (c) above  have been  fulfilled  and as to such  other
matters as JIG may reasonably request.                                          

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             (e) No  Litigation.  No  litigation,  arbitration or other legal or
administrative  proceeding  shall have been commenced or be pending by or before
any court,  arbitration  panel or  governmental  authority or  official,  and no
statute,  rule or  regulation  of any  foreign or  domestic,  national  or local
government  or agency  thereof  shall have been  enacted  after the date of this
Agreement,  and no judicial or administrative  decision shall have been rendered
which enjoins or prohibits,  or seeks to enjoin or prohibit, the consummation of
all or any of the transactions contemplated by this Agreement.                  

             (f)  Appointment.  Messrs George Rozakis,  William  Rozakis,  Jerry
Kaeni and Igor Valyunin  shall have been  appointed to the Board of Directors of
BYMT effective at the Closing.  Jon Elliott shall resign as President  effective
immediately and as director  effective 10 days after Notice under Section 14f of
the  Securities  Exchange  Act of 1934.  Wesley  Whiting and Redgie  Green shall
resign as Directors  effective 10 days after  Notice under 14f.  George  Rozakis
shall be  appointed  as  President,  and William  Rozakis  shall be appointed as
Secretary.                                                                      

             (g)  Consents.   BYMT  shall  have  obtained  all   authorizations,
consents,   waivers  and  approvals  as  may  be  required  to  consummate   the
transactions contemplated by this Agreement including, but not limited to, those
with respect to any Material BYMT Agreement.                                    

      (h)  Due Diligence Review.  JIG shall have completed its due
diligence investigation of BYMT and Purchaser to its satisfaction, in its sole  
and absolute discretion.                                                        

             (i) Opinion of Counsel.  BYMT shall have obtained an opinion letter
from  counsel  to  BYMT  addressed  to  JIG in  form  and  substance  reasonably
acceptable to JIG, and such opinion shall not have been withdrawn.              

         6.4 Conditions  Precedent to the  Obligations  of BYMT.  Each and every
obligation of BYMT to consummate  the  transactions  described in this Agreement
and any and all  liability of BYMT and  Purchaser to JIG shall be subject to the
fulfillment on or before the Closing Date of the following conditions precedent:

             (a)    Representations   and   Warranties   True.   Each   of   the
representations  and warranties of JIG contained herein or in any certificate or
other document  delivered  pursuant to this Agreement or in connection  with the
transactions  contemplated  hereby  shall be true and  correct  in all  material
respects as of the Closing Date with the same force and effect as though made on
and as of such date.                                                            

             (b)  Performance.  JIG shall have  performed  and  complied  in all
material respects with all of the agreements, covenants and obligations required
under this  Agreement to be performed or complied  with by it on or prior to the
Closing Date.                                                                   

             (c)  JIG's  Certificate.  JIG  shall  have  delivered  to  BYMT,  a
certificate  addressed  to BYMT,  dated the Closing  Date,  certifying  that the
conditions specified in Sections 6.4(a), and (b) above have been fulfilled.     

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             (d) No  Litigation.  No  litigation,  arbitration or other legal or
administrative  proceeding  shall have been commenced or be pending by or before
any court,  arbitration  panel or  governmental  authority or  official,  and no
statute,  rule or  regulation  of any  foreign or  domestic,  national  or local
government  or agency  thereof  shall have been  enacted  after the date of this
Agreement,  and no judicial or administrative  decision shall have been rendered
which enjoins or prohibits,  or seeks to enjoin or prohibit, the consummation of
all or any of the transactions contemplated by this Agreement.                  

             (e) Consents. JIG shall have obtained all authorizations, consents,
waivers  and  approvals  as may  be  required  to  consummate  the  transactions
contemplated by this Agreement, including but not limited to, those with respect
to any Material Agreement of JIG.                                               

         6.5 Best Efforts.  Subject to the terms and conditions provided in this
Agreement,  each of the parties shall use their  respective best efforts in good
faith to take or cause to be taken as promptly  as  practicable  all  reasonable
actions  that  are  within  its  power to  cause  to be  fulfilled  those of the
conditions  precedent to its obligations or the obligations of the other parties
to consummate the transactions contemplated by this Agreement that are dependent
upon its actions,  including obtaining all necessary  consents,  authorizations,
orders, approvals and waivers.                                                  

         6.6  Termination.  This  Agreement  and the  transactions  contemplated
hereby may be  terminated  (i) at any time by the mutual  consent of the parties
hereto;  (ii) by JIG, or by BYMT, if the Closing has not occurred on or prior to
December  16,  2005 (such date of  termination  being  referred to herein as the
"Termination  Date"),  provided the failure of the Closing to occur by such date
is not the  result  of the  failure  of the  party  seeking  to  terminate  this
Agreement to perform or fulfill any of its obligations  hereunder;  (iii) by JIG
at any time at or  prior to  Closing  in its sole  discretion  if (1) any of the
representations  or warranties of BYMT,  and Purchaser in this Agreement are not
in all material  respects true,  accurate and complete or if BYMT, and Purchaser
breach  in any  material  respect  any  covenant  contained  in this  Agreement,
provided  that such  misrepresentation  or breach is not cured  within  ten (10)
business days after notice  thereof,  but in any event prior to the  Termination
Date or (2) any of the conditions  precedent to JIG's obligations to conduct the
Closing have not been  satisfied by the date required  thereof;  (iv) by BYMT at
any  time at or  prior  to  Closing  in its  sole  discretion  if (1) any of the
representations  or warranties of JIG in this  Agreement are not in all material
respects true,  accurate and complete or if JIG breaches in any material respect
any covenant contained in this Agreement,  provided that such  misrepresentation
or breach is not cured within ten (10) business days after notice  thereof,  but
in any  event  prior  to the  Termination  Date  or  (2)  any of the  conditions
precedent to JIG's obligations to conduct the Closing have not been satisfied by
the date required  thereof.  If this  Agreement is  terminated  pursuant to this
Section  6.6,  written  notice  thereof  shall  promptly  be given by the  party
electing such  termination to the other party and,  subject to the expiration of
the cure  periods  provided  in  clauses  (iii)  and (iv)  above,  if any,  this
Agreement  shall  terminate  without further actions by the parties and no party
shall have any further  obligations  under this Agreement.  Notwithstanding  the
preceding sentence, the respective obligations of the parties under Sections 7.1
shall survive the termination of this Agreement. Notwithstanding anything to the
contrary  contained  herein, if the termination of this Agreement is a result of
the   willful   misrepresentation,   willful   inaccuracy   or   omission  in  a
representation,  willful  breach of  warranty,  fraud or any willful  failure to
perform or comply with any covenant or agreement contained herein, the aggrieved
party  shall  be  entitled  to  recover  from  the   non-performing   party  all
out-of-pocket   expenses  which  such  aggrieved  party  has  incurred  and  the
termination  of this  Agreement  shall not be deemed or construed as limiting or
denying any other legal or equitable right or remedy of such party.             

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 ARTICLE VII

 Covenants

         7.1 General  Confidentiality.  BYMT, and Purchaser acknowledge that the
Intellectual Property and all other confidential or proprietary information with
respect to the business and  operations of JIG are valuable,  special and unique
assets of JIG. BYMT, and Purchaser or any agent of either shall not, at any time
either before or after the Closing Date,  disclose,  directly or indirectly,  to
any Person, or use or purport to authorize any Person to use any confidential or
proprietary  information  with  respect  to JIG,  whether  or not for BYMT,  and
Purchaser  own  benefit,  without  the prior  written  consent  of JIG or unless
required by law, including without  limitation,  (i) any of JIG's trade secrets,
designs,  formulae,  drawings,   Intellectual  Property,  diagrams,  techniques,
research and development,  specifications,  data, know-how,  formats,  marketing
plans,  business  plans,  budgets,  strategies,  forecasts or client data;  (ii)
information  relating to the products developed by JIG, (iii) the names of JIG's
customers and contacts, (iv) JIG's marketing strategies,  (v) the names of JIG's
vendors and  suppliers,  (vi) the cost of  materials  and labor,  and the prices
obtained  for  products or services  sold  (including  the methods used in price
determination,  manufacturing and sales costs), (vii) the lists or other written
records used in JIG's  business,  including  compensation  paid to employees and
consultants and other terms of employment,  production  operation  techniques or
any other  confidential  information  of, about or pertaining to the business of
JIG, and, (viii) all tangible  material that embodies any such  confidential and
proprietary information as well as all records, files, memoranda, reports, price
lists,  drawings,  plans,  sketches  and  other  written  and  graphic  records,
documents,  equipment,  and the like,  relating to the business of JIG, and (ix)
any other confidential  information or trade secrets relating to the business or
affairs of JIG which BYMT and  Purchaser  may  acquire or develop in  connection
with or as a result of their  performance  of the terms and  conditions  of this
Agreement,  excepting only such information as is already known to the public or
which may become known to the public  without any fault of BYMT and Purchaser or
in violation of any confidentiality  restrictions;  provided,  however, that the
restrictions  of this Section 7.1 shall not be  applicable to BYMT and Purchaser
in connection with such Parties' enforcement of its rights under this Agreement.
BYMT and  Purchaser  acknowledge  that JIG would not enter  into this  Agreement
without the assurance that all such  confidential  and  proprietary  information
will be used for the exclusive benefit of JIG.                                  

         7.2 Continuing  Obligations.  The restrictions set forth in Section 7.1
are  considered by the parties to be  reasonable  for the purposes of protecting
the value of the business and goodwill of JIG.  BYMT and  Purchaser  acknowledge
that JIG would be irreparably harmed and that monetary damages would not provide
an adequate  remedy to JIG in the event the  covenants  contained in Section 7.1
were not complied with in  accordance  with their terms.  Accordingly,  BYMT and
Purchaser  agree  that any  breach  or  threatened  breach by any of them of any
provision of Section 7.1 shall  entitle JIG to  injunctive  and other  equitable
relief to secure the enforcement of these  provisions,  in addition to any other
remedies (including damages) which may be available to JIG. It is the desire and
intent of the  parties  that the  provisions  of Section  7.1 be enforced to the
fullest  extent   permissible  under  the  laws  and  public  policies  of  each
jurisdiction in which enforcement is sought. If any provision of Section 7.1 are
adjudicated  to be  invalid  or  unenforceable,  the  invalid  or  unenforceable
provisions  shall be deemed  amended (with respect only to the  jurisdiction  in
which such  adjudication  is made) in such manner as to render them  enforceable
and to effectuate as nearly as possible the original intentions and agreement of
the parties.  In addition,  if any party brings an action to enforce Section 7.1
hereof or to obtain damages for a breach thereof,  the prevailing  party in such
action shall be entitled to recover from the non-prevailing party all reasonable
attorney's fees and expenses incurred by the prevailing party in such action.   

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     7.3 Satisfaction of Certain Payment Debts, and Expenses of the Transaction.
Upon the closing,  The Regency Group,  LLC shall arrange funding to BYMT, to pay
payments due, debts and expenses of the  Transaction  in an aggregate  amount of
$475,000  including costs,  with such payments being made by cashiers check from
escrow to the entities or persons and in the amounts identified on Schedule 3.20
hereto. Such funding shall be through a Stock Subscription for additional Common
Stock to be newly issued at $1.19 per share and/or  Series A Preferred  Stock as
may be negotiated  by an investor.  All debts shall be satisfied and released at
closing.                                                                        

     7.4 Tax Treatment.  Neither BYMT and Purchaser, nor JIG will knowingly take
any  action,  written  or  otherwise,  which  would  result in the  transactions
contemplated  by this Agreement not being  accounted for as a tax-free  exchange
pursuant to Section 368(a)(1)(B) of the Code.                                   

     7.5 No  Reverse  Covenant.  The  parties  hereto  agree  to the  continuing
covenant  surviving  the  closing  under the Merger  Agreement  with JIG,  which
provides  that for a two year period  after  closing  under this  Agreement,  no
actions will be taken by the Company or its shareholders  which would reduce the
number of outstanding  shares of common stock, by reverse split,  consolidation,
reorganization or merger of the Company or any successor company (which shall be
known as the "No-Reverse Covenant"). In the event that the "No-Reverse Covenant"
is  breached,  it shall  automatically  constitute  a grant by the Company of an
immediate  mandatory  dividend to each  shareholder  as of December 1, 2005, for
each  share  owned  after  the  reverse   split,   consolidation,   merger,   or
reorganization   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,
which shall be enforceable by any affected  shareholder and the Company shall be
taxed the costs and legal fees of any action to enforce such covenant.          

ARTICLE VIII

 Miscellaneous

         8.1 Notices.  Any notice,  demand,  claim or other  communication under
this Agreement shall be in writing and delivered personally or sent by certified
mail, return receipt requested, postage prepaid, or sent by facsimile or prepaid
overnight  courier to the parties at the  addresses as follows (or at such other
addresses as shall be specified by the parties by like notice):                 

                 If to BYMT, Purchaser or           Baymark Technologies, Inc.

            With a copy to:                    Michael Littman, Esq.
                                           7609 Ralston Road
                                          Arvada, CO 80002
                                               Phone: (303) 422-8127

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If to JIG:                                  
                                                   George W. Rozakis
                                                  25730 Lorain Rd.
                                                         North Olmsted, OH 44070

                                                 With a copy to:
                                                 William Rozakis
                                                   40 McIntosh Court
                                                    Malverne, NY 11565

                  Such notice shall be deemed  delivered  upon  receipt  against
acknowledgment  thereof  if  delivered  personally,  on the third  business  day
following  mailing  if  sent  by  certified  mail,  upon  transmission   against
confirmation  if sent  by  facsimile  and on the  next  business  day if sent by
overnight courier.                                                              

         8.2 Entire Agreement;  Incorporation.  This Agreement and the documents
and instruments and other agreements among the parties hereto as contemplated by
or referred to herein  contain every  obligation and  understanding  between the
parties relating to the subject matter hereof and merges all prior  discussions,
negotiations,  agreements  and  understandings,  both written and oral,  if any,
between  them,  and  none of the  parties  shall  be  bound  by any  conditions,
definitions,  understandings,   warranties  or  representations  other  than  as
expressly  provided or referred to herein.  All  schedules,  exhibits  and other
documents and agreements executed and delivered pursuant hereto are incorporated
herein as if set forth in their entirety herein.                                

    8.3      Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,     
heirs, personal representatives, legal representatives, and permitted assigns.  

         8.4 Assignment. This Agreement may not be assigned by any party without
the  written  prior  consent  of the other  parties.  Subject  to the  preceding
sentence, this Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and permitted assigns.       

         8.5 Waiver and Amendment. Any representation,  warranty, covenant, term
or condition of this Agreement  which may legally be waived,  may be waived,  or
the  time of  performance  thereof  extended,  at any time by the  party  hereto
entitled to the benefit  thereof,  and any term,  condition  or covenant  hereof
(including,  without limitation,  the period during which any condition is to be
satisfied or any obligation  performed) may be amended by the parties thereto at
any time.  Any such  waiver,  extension  or  amendment  shall be evidenced by an
instrument in writing  executed on behalf of the party against whom such waiver,
extension or amendment is sought to be charged.  No waiver by any party  hereto,
whether express or implied,  of its rights under any provision of this Agreement
shall  constitute a waiver of such party's  rights under such  provisions at any
other time or a waiver of such party's rights under any other  provision of this
Agreement. No failure by any party thereof to take any action against any breach
of this  Agreement or default by another party shall  constitute a waiver of the
former  party's  right to enforce any  provision  of this  Agreement  or to take
action  against  such breach or default or any  subsequent  breach or default by
such other party.                                                               

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         8.6 No Third Party  Beneficiary.  Nothing  expressed or implied in this
Agreement is intended, or shall be construed,  to confer upon or give any Person
other  than  the   parties   hereto  and  their   respective   heirs,   personal
representatives,  legal  representatives,  successors and permitted assigns, any
rights or remedies  under or by reason of this  Agreement,  except as  otherwise
provided herein.                                                                

         8.7  Severability.  In the event that any one or more of the provisions
contained  in this  Agreement,  or the  application  thereof,  shall be declared
invalid,  void  or  unenforceable  by a court  of  competent  jurisdiction,  the
remainder  of this  Agreement  shall  remain in full  force and  effect  and the
application  of  such  provision  to  other  Persons  or  circumstances  will be
interpreted  so as  reasonably to effect the intent of the parties  hereto.  The
parties further agree to replace such invalid,  void or unenforceable  provision
with a  valid  and  enforceable  provision  that  will  achieve,  to the  extent
possible,  the economic,  business and other  purposes of such invalid,  void or
unenforceable provision.                                                        

         8.8 Expenses. Except as otherwise provided herein, each party agrees to
pay, without right of reimbursement  from the other party, the costs incurred by
it incident to the performance of its  obligations  under this Agreement and the
consummation  of  the  transactions  contemplated  hereby,  including,   without
limitation,  costs incident to the preparation of this  Agreement,  and the fees
and disbursements of counsel, accountants and consultants employed by such party
in connection herewith.                                                         

         8.9 Headings.  The table of contents and the section and other headings
contained in this Agreement are for reference purposes only and shall not affect
the meaning or interpretation of any provisions of this Agreement.              

         8.10 Other Remedies;  Injunctive  Relief.  Except as otherwise provided
herein,  any and all remedies  herein  expressly  conferred upon a party will be
deemed  cumulative with and not exclusive of any other remedy conferred  hereby,
or by law or equity  upon such  party,  and the  exercise  by a party of any one
remedy will not preclude the exercise of any other  remedy.  The parties  hereto
agree  that  irreparable  damage  would  occur  in  the  event  that  any of the
provisions  of this  Agreement  were not  performed  in  accordance  with  their
specific terms or were  otherwise  breached.  It is accordingly  agreed that the
parties  shall be  entitled  to seek an  injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
hereof in any court of the United States or any state having jurisdiction,  this
being in  addition to any other  remedy to which they are  entitled at law or in
equity.  In any action at law or suit in equity to enforce this Agreement or the
rights of the parties hereunder, the prevailing party in any such action or suit
shall be entitled to receive a reasonable  sum for its  attorneys'  fees and all
other reasonable costs and expenses incurred in such action or suit.            

         8.11  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall  constitute  one and the same  instrument.  Facsimile  signatures
shall be deemed valid and binding.                                              

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         8.12  Remedies  Exclusive.  Except  in the case of  fraud or  equitable
remedies expressly  provided for herein, the parties  acknowledge and agree that
the  indemnification  provisions  set  forth  in  Article  V of  this  Agreement
constitute  the parties' sole and  exclusive  remedy with respect to any and all
claims relating to the  transactions  contemplated by this Agreement.  Governing
Law. This Agreement has been entered into and shall be construed and enforced in
accordance  with the laws of the State of  Colorado,  without  reference  to the
choice of law principles thereof.                                               

         8.13  Jurisdiction  and Venue.  This Agreement  shall be subject to the
exclusive jurisdiction of the courts of Jefferson County,  Colorado. The parties
to this  Agreement  agree  that  any  breach  of any term or  condition  of this
Agreement  shall be deemed to be a breach  occurring in the State of Colorado by
virtue of a failure to perform an act  required to be  performed in the State of
Colorado and irrevocably  and expressly  agree to submit to the  jurisdiction of
the courts of the State of Colorado  for the purpose of  resolving  any disputes
among the parties  relating to this Agreement or the  transactions  contemplated
hereby.  The parties  irrevocably waive, to the fullest extent permitted by law,
any objection which they may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this Agreement,  or any
judgment  entered by any court in respect  hereof  brought in Jefferson  County,
Colorado,  and  further  irrevocably  waive any claim  that any suit,  action or
proceeding  brought  in  Jefferson  County,  Colorado  has  been  brought  in an
inconvenient forum.                                                             

         8.14 Participation of Parties.  The parties hereby agree that they have
been  represented  by  counsel  during the  negotiation  and  execution  of this
Agreement and, therefore, waive the application of any law, regulation, holding,
or rule of  construction  providing  that  ambiguities  in an agreement or other
document  will be  construed  against  the  party  drafting  such  agreement  or
document.                                                                       

         8.15 Further  Assurances.  The parties hereto shall deliver any and all
other instruments or documents  reasonably required to be delivered pursuant to,
or  necessary  or  proper  in order to give  effect  to,  all of the  terms  and
provisions of this Agreement including,  without limitation, all necessary stock
powers and such other  instruments  of transfer as may be necessary or desirable
to transfer ownership of the JIG Stock.                                         

         8.16 Publicity.  No public  announcement or other publicity  concerning
this Agreement or the transactions contemplated hereby shall be made without the
prior  written  consent  of both JIG and BYMT as to form,  content,  timing  and
manner of  distribution.  Nothing  contained herein shall prevent any party from
making any filing required by federal or state securities laws or stock exchange
rules.                                                                          

         8.17  Concurrently  with the closing hereunder and as condition hereof,
Jon Elliott,  holder of 300,000  common shares of BYMT,  (post  reverse  split),
will, for the sum of $5,000,  sell and surrender such 300,000 common shares, for
retirement to treasury of BYMT. Such shares shall be transmitted to Escrow Agent
in certificate form, together with a Medallion Guaranteed signed stock power for
such shares,  for delivery and  retirement to treasury upon payment of $5,000 to
Jon Elliott. Such $5,000 shall be paid from proceeds as set forth in Section 7.3
hereof.                                                                         

         8.18  Concurrent  with  Closing  hereunder,   BYMT  shall  issue  5,000
restricted  common  shares  each to Wesley  Whiting  and Redgie  Green for their
services as directors of the Company.                                           

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                  IN WITNESS WHEREOF,  the parties hereto have each executed and
delivered this Agreement as of the day and year first above written.            

BAYMARK TECHNOLOGIES, INC.

                                       By:______________________________________

 Name: Jon Elliott
Title: President

JIGJIG, LLC               

                                       By:______________________________________

Name:           
Title: Manager  

BT ACQUISITION, INC.      

                                      By:_______________________________________

    Name: Wesley Whiting
Title: President

                        Jon Elliot (as to Section 8.17 only)

                                    ----------------------------------------

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 Schedule 3.20

San Remo, LLC               $225,000                            
(Advances Repayment                                             
for Debit Purchase)                                             

Jon Elliott                         $100,000                    
(Loan Repayment)                                                

Legal Fees                          $140,000                    

       Jaspers & Hall, PC                  $10,000  (estimated  - any  balance
                                                   unused  to be  added to
                                                      legal  fees  for  advances
                                       to auditor)

Jon Elliott                         $5,000                      
Share Repurchase                                                

Oral or Material Contracts or Agreements                        
None (other than as set forth above)                            

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---------------------------------------------------------                       

---------------------------------------------------------                       

George Rozakis                                 3,521,964                        

Rozakis Family, LLC                            3,500,000                        

Igor Valyunin                                  7,266,667                        
---------------------------------------------------------                       

                      26,000,000
---------------------------------------------------------                       

Alex Hatsis                                    2,000,000                        

---------------------------------------------------------                       

                       4,000,000
---------------------------------------------------------                       

---------------------------------------------------------                       

Total Shares                                  30,000,000                        
---------------------------------------------------------                       

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SCHEDULE 3.5 - Conduct of Business

No other business has or will be taken by the company other than the resolutions
described in the Board Minutes  authorizing  this  transaction  and  surrounding
events approved by JIG.                                                         

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 SCHEDULE 3.16

None                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		1/5/06
		12/16/05		1		27			3
		12/1/05		29
		10/31/05		6					10QSB
		7/31/05		6		13			10KSB,  10KSB/A,  NT 10-K
									List all Filings