<SEQUENCE>3

<FILENAME>maui8kreorgexh10-b.txt

<DESCRIPTION>MAUI 8-K REORGANIZATION EXH 10-B

<TEXT>

                                                          Exh. 10-b



                          STOCK PURCHASE AGREEMENT



                       dated as of December 9,  2005



                               by and between



                              RICHARD H. MILLER



                        an Individual, as the Seller



                                    and



                           PALMERA HOLDINGS, INC.



                  a Florida corporation, as the Purchaser





This STOCK PURCHASE AGREEMENT is made as of the 9th day of December, 2005, by

and between RICHARD H. MILLER, an individual residing in Hawaii ("Seller")

and PALMERA HOLDINGS, INC., a Florida corporation ("Palmera")



WHEREAS the Seller has agreed to sell, and  Palmera has agreed to purchase,

certain capital stock of Maui General Store, Inc., a New York corporation

("MGS"); and



WHEREAS, simultaneously with the closing of the sale contemplated hereunder,

Palmera will merge with and into MGS Acquisition Corp. (the "Merger Sub"), a

wholly owned subsidiary of MGS pursuant to the terms of a Merger Agreement to

be dated January 11, 2006 between Palmera and the Merger Sub (the "Merger

Agreement");



NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:



1	DEFINITIONS



In this Agreement, all capitalized terms used and not otherwise defined

herein have the meanings assigned in the Merger Agreement.  In addition, the

following terms have the meanings assigned:



1.1	"Agreement" means this Stock Purchase Agreement.;



1.2     "Closing" and "Closing Date" have the meanings ascribed thereto at

        Section 2.3 hereof;



1.3     "Companies" means MGS and the Merger Sub;



1.4	"Escrow Agreement" means the Escrow and Interim Operations Agreement

        annexed to the Reorganization Agreement as an appendix.



1.5	"Parties" means, collectively, Palmera and the Seller, and "Party" means

        either of them;



1.6     "Palmera Merger" means the merger of Palmera into Merger Sub pursuant to

        the Merger Agreement;



1.7	"Purchased Securities" means 50,000,000 MGS Shares: and



1.8	"Reorganization Agreement" means the agreement of that name dated of

        even date herewith and signed by MGS, Seller, Purchaser and the share-

        holders of Purchaser.



1.9	"Trinity Merger" means the merger of Trinity Biogenics, Inc. into MGS

        Trinity Acquisition Corp. pursuant to the Agreement and Plan of Merger

        to be dated January 11, 2006 among Trinity Biogenics, Inc., MGS and MGS

        Trinity Acquisition Corp. (the "Trinity Merger Agreement").



2	PURCHASE AND SALE



2.1	Purchase and Sale.  Upon and subject to the terms and conditions of

        this Agreement, and in reliance upon the representations, warranties,

        covenants and agreements herein contained,  on the Closing Date (as

        defined below) Palmera shall purchase from the Seller, and the Seller

        shall sell, transfer and assign to Palmera,  the Purchased Securities.



2.2     Purchase Price.  The purchase price for the Purchased Securities shall

        be Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00).  The

        purchase price shall be payable as follows:



        a) On the Closing Date  Purchaser shall pay the Residual Cash Payment to

        the Escrow Agent named in the Escrow Agreement.



        b) On the Final Payment Date Purchaser shall pay to Seller the sum of

        Seven Hundred Fifty Thousand Dollars ($750,000) less the aggregate

        amount paid pursuant to  Section 2.2(a).  The "Final Payment Date"

        shall be the earlier of (i) the Effective Date of the Trinity Merger

        or (ii) the date which is fifteen (15) days after the Funding Date,

        which is defined in Section 2(b) of the Escrow and Interim Operations

        Agreement annexed to the Reorganization Agreement.  In the event that

        the Trinity Merger Agreement terminates prior to the completion of the

        Trinity Merger, this Stock Purchase Agreement shall terminate at the

        same time.



2.2.1	The "Residual Cash Payment" shall equal twenty-five percent (25%) of



        (i) the gross proceeds of the private offering now being conducted by

        Palmera less

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