Preview | Exchange Agreement |

EXHIBIT 10.1

EXCHANGE AGREEMENT

Between

TABATHA I, Inc.

and

ZIGEN, Inc.

Dated February 25, 2005

EXCHANGE AGREEMENT

THIS EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of this 25th day of February 2005 by and between TABATHA I, Inc., a Colorado corporation (hereinafter referred to as "TABATHA I"), Zigen, Inc., a Texas corporation (hereinafter referred to as "ZIG"), and all of the shareholders of ZIG (Shareholders) upon the following premises:

Premises

WHEREAS, TABATHA I is a publicly held corporation organized under the laws of the State of Colorado;

WHEREAS, ZIG is a corporation organized under the laws of the State of Texas;

WHEREAS, management of the constituent corporations have determined that it is in the best interest of the parties that TABATHA I acquire I00% of the issued and outstanding securities of ZIG in exchange for the issuance of certain shares of TABATHA I to the Shareholders (the "Exchange") on the terms described herein; and

WHEREAS, TABATHA I and the Shareholders desire to set forth the terms of the Exchange, which is intended to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(I)(B) of the Internal Revenue Code of I986,as amended (the "code").

Agreement

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF ZIGEN, INC.

As an inducement to, and to obtain the reliance of TABATHA I, except as set forth on the ZIG Schedules (as hereinafter defined), ZIG represents and warrants as follows:

Section I.0I Organization. ZIG is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the states or countries in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification, except where failure to be so qualified would not have a material adverse effect on its business. Complete and correct Articles of Incorporation and Bylaws as in effect on the date hereof, have been delivered to TABATHA I. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of ZIGs Articles of Incorporation or Bylaws. ZIG has taken all actions required by law, its Articles of Incorporation or Bylaws, or otherwise to authorize the execution and delivery of this Agreement. ZIG has full power, authority, and legal right and has taken all action required by law, its Articles of Incorporation and Bylaws and otherwise to consummate the transactions herein contemplated.

Section I.02 Capitalization. The authorized capitalization of ZIG consists of I,000 shares of common stock, of which I,000 shares are currently issued and outstanding. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section I.03 Subsidiaries and Predecessor Corporations. ZIG does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.

Section I.04 Financial Statements.

(a) All such financial statements have been prepared in accordance with generally accepted accounting principles. The ZIG balance sheets present a true and fair view as of the dates of such balance sheets of the financial condition of ZIG. ZIG did not have, as of the dates of such balance sheets, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto, prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of ZIG in accordance with generally accepted accounting principles.

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