STOCK FOR ASSET ACQUISITION AGREEMENT

Exhibit 10.2

STOCK FOR ASSET ACQUISITION AGREEMENT

Between
 

HiBix, Corporation

And
 

Cell-nique Corporation

TABLE OF CONTENTS

Exhibits

Schedules to be provided by the Transferor

Hibix Board Resolution Authorizing Sale, Minutes of Shareholder Meeting and Vote to accept Cell-nique Stock to be Fair Market Value consideration of sale acknowledging Silverwoods fairness opinion.

STOCK FOR ASSET ACQUISITION AGREEMENT

Agreement (the "Agreement") made as of the 31 st day of December, 2010 by and among, Cell-nique Corporation a Delaware corporation (the "Transferee"),and Hibix, Corporation, a California Corporation (the "Transferor").

  PRELIMINARY STATEMENT
  

The Transferee desires to acquire, and the Transferor desire to transfer assets of the Transferor representing substantially all of the Transferor's assets, including without limitation all of Transferor's operating assets, as of the date hereof for the consideration in the transaction contemplated hereunder. This Agreement shall serve as the Plan of Reorganization (the "Plan") for each of the Transferee and the Transferor. (the “Stockholder Transaction”).

The Transferee and the Transferor acknowledge that upon consummation of the transaction contemplated hereunder and the Stockholder Transactions, the Transferor will distribute all of its assets, including the 150,450 shares of common stock, $.0001 par value per share, of Transferee that the Transferor will receive as part of the consideration hereunder, to the Transferor's stockholders in exchange for their shares of the Transferor common stock to effect and complete the liquidation and dissolution of the Transferor under the Plan.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

1. ACQUISITION OF THE ASSETS AND OTHER ACTIONS

1.01.            ACQUISITION OF THE ASSETS AND THE TRANSFEROR ASSETS FROM THE TRANSFEROR.

(a) Subject to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Transferor shall sell, assign and transfer all of its right, title and interest in any and all assets, (collectively, the "Transferor Assets"). Schedule I attached hereto contains a true, complete and correct list of the "Transferor Assets".

1.02.            CONSIDERATION FOR THE TRANSFEROR ASSETS.

In consideration for the sale and transfer of the Transferor Assets, and subject to the terms and conditions of this Agreement, Transferee shall on the Closing Date (a) issue to Transferor One Hundred Fifty Thousand Four Hundred Fifty (150,450) shares of common stock, $.0001 par value per share, of Transferee, (b) assume all of the Transferor's obligations under the Transferor Assets for periods from and after the Closing Date, and ((a) and (b) collectively, the "Consideration"). Schedule II attached hereto contains a true, complete and correct list of the "Transferor shareholders to receive Transferee Stock".

1.03.            CLOSING.

The Closing shall take place at the offices of Cell-nique Corp, at 1 p.m., on December 31, 2010, or at such other place, time or date as may be mutually agreed upon in writing by the parties (the "Closing Date"). The transfer of the Transferor Assets by the Transferor to the Transferee shall be deemed to occur at 12:01 a.m., EST, on the Closing Date.

1.04.            CONSENTS TO ASSIGNMENT.

(a) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign or transfer any contract, lease, authorization, license or permit, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment or transfer thereof, without the consent of a third party thereto or of the issuing Governmental Entity, as the case may be, would constitute a breach thereof and such consent has not been obtained. If such consent (a "Deferred Consent") is not obtained, or if an attempted assignment or transfer thereof would be ineffective or would affect the rights thereunder so that the Transferee would not receive, or the relevant Company would not continue to receive, all such rights, then, in each such case, (a) the contract, lease, authorization, license or permit to which such Deferred Consent relates (a "Deferred Item") shall be withheld from sale pursuant to this Agreement without any reduction in the Consideration, (b) from and after the Closing, the Transferor and the Transferee will cooperate, in all reasonable respects, to obtain such Deferred Consent as soon as practicable after the Closing, provided that neither the Transferor nor the Transferee shall be required to make any payments or agree to any material undertakings in connection therewith, and (c) until such Deferred Consent is obtained, the Transferor and the Transferee will cooperate, in all reasonable respects, to provide to the Transferee or the relevant Company all benefits under the Deferred Item to which such Deferred Consent relates (with the Transferee or relevant Company entitled to all the profits, rights and gains and responsible for all the losses, Taxes, liabilities and/or obligations thereunder). In particular, in the event that any such Deferred Consent is not obtained prior to the Closing, then the Transferee and the Transferor shall enter into such arrangements (including subleasing or subcontracting if permitted) to provide to the Transferee or relevant Company the economic and operational equivalent of obtaining such Deferred Consent and assigning or transferring such contract, lease, authorization, license or permit, including enforcement for the benefit of the Transferee of all claims or rights arising thereunder, and the performance by the Transferee of the obligations thereunder on a prompt and punctual basis.

The Transferor represents and warrants to the Transferee as follows:

(a) The Transferor has good and marketable title to the Transferor Assets, free and clear of any and all covenants, conditions, restrictions, voting trust arrangements, liens, charges, encumbrances, options and adverse claims or rights whatsoever.

(b) The Transferor is not a party to, subject to or bound by any agreement or any judgment, order, writ, prohibition, injunction or decree of any court or other governmental body which would prevent the execution or delivery of this Agreement by the Transferor or the transfer, conveyance and sale of the Transferor Assets to the Transferee pursuant to the terms hereof.

(c) No broker or finder has acted for the Transferor in connection with this agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Transferor.

(d) True and complete copies of the Transferor Assets have been delivered to Transferee and each of the Transferor Assets is a valid and binding obligation of the Transferor and is in full force and effect. Transferor is not in default under any of the Transferor Contracts, and, to the Transferor's knowledge, no third party is in default under any of the Transferor Assets. The Transferor Assets, together with the assets held by the Companies, constitute all of the assets necessary to operate the business of the Transferor and the Companies as currently conducted.

The Transferor represents and warrants to the Transferee as follows:

The Transferor is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has all requisite power and authority (corporate and other) to own its properties, to carry on its business as now being conducted, to execute and deliver this Agreement and the agreements contemplated herein, and to consummate the transactions contemplated hereby and thereby.

Schedule 3.02 attached hereto sets forth: (i) the name of the Company; (ii) the jurisdiction of incorporation of the Company; (iii) the names of the officers and directors of each Company; and (iv)the jurisdictions in which the Company is qualified or holds licenses to do business as a foreign corporation. The Company is a corporation duly organized and validly existing and in good standing under the laws of the state of its incorporation or organization and has all requisite power and authority to own its properties and carry on its business as now being conducted.  Each of the Companies is duly qualified to do business and in good standing in all jurisdictions in which its ownership of property or the character of its  business requires such qualification, except where any failure to be in good standing would not result in, individually or in the aggregate, a Material Adverse Effect (as defined in Section 3.12). Copies of the charter, bylaws and other governing instruments of the Companies, each as amended to date, have been delivered to the Transferee, are complete and correct, and no amendments have been made thereto or have been authorized since the date of such delivery.

The execution and delivery by the Transferor of this Agreement and the agreements provided for herein, and the consummation by the Transferor of all transactions contemplated hereunder and thereunder by the Transferor, have been duly authorized by all requisite corporate action. This Agreement has been duly executed by the Transferor. This Agreement and all other agreements and obligations entered into and undertaken in connection with the transactions contemplated hereby to which the Transferor is a party constitute the valid and legally binding obligations of the Transferor, enforceable against it in accordance with their respective terms. The execution, delivery and performance by the Transferor of this Agreement and the agreements provided for herein, and the consummation by the Transferor of the transactions contemplated hereby and thereby, will not, with or without the giving of notice or the passage of time or both, (a) violate the provisions of any law, rule or regulation applicable to the Transferor; (b) violate the provisions of the Certificate of Incorporation or Bylaws of the Transferor; (c) violate any judgment, decree, order or award of any court, governmental body or arbitrator; or (d) conflict with or result in the breach or termination of any term or provision of, or constitute a default under, or cause any acceleration under, or cause the creation of any lien, charge or encumbrance upon the properties or assets of the Company pursuant to, any indenture, mortgage, deed of trust, security agreement or other instrument or agreement to which any of the Companies is a party or by which any of the Companies or any of its properties is or may be bound. Schedule 3.03 attached hereto sets forth a true, correct and complete list of all consents and approvals of third parties (including Governmental Entities) that are required in connection with the consummation by the Transferor of the transactions contemplated by this Agreement.

Schedule 3.04 attached hereto contains a true, complete and correct copies of the unaudited balance sheets of the Companies as of December 31, 2008, December 31, 2009 and the related statements of income, shareholders' equity, retained earnings and changes in financial condition of the Company for the fiscal year then ended (collectively, the "Annual Financial Statements"), the unaudited balance sheets of the Companies as of September 30, 2010 (the "Current Balance Sheets") and the related statements of income, shareholders' equity, retained earnings and changes in financial condition of the Company for the nine-month period then ended (collectively, the "Current Financial Statements"). The Transferor shall provide original accounting records and back up copy of Quickbooks accounting records since inception.

Except as and to the extent (a) reflected and reserved against in the Current Balance Sheets, (b) set forth on Schedule 3.05 attached hereto, or (c) incurred in the ordinary course of business after the date of the Current Balance Sheets and not material in amount, either individually or in the aggregate, none of the Company has any liability or obligation, secured or unsecured, whether accrued, absolute, contingent, unasserted or otherwise, which, either individually or in the aggregate, is material to the condition (financial or otherwise) of the assets, properties, business or prospects of such Company.

Except as set forth on Schedule 3.06 attached hereto (a) there is no action, suit or proceeding to which the Transferor or any of the Companies is a party (either as a plaintiff or defendant) pending or threatened before any court or governmental agency, authority, body or arbitrator and, to the best knowledge of the Transferor, there is no basis for any such action, suit or proceeding; (b) neither the Transferor, any of the Companies, nor, to the best knowledge of the Transferor, any officer, director or employee of any of the foregoing, has been permanently or temporarily enjoined by any order, judgment or decree of any court or any governmental agency, authority or body from engaging in or continuing any conduct or practice in connection with the business, assets, or properties of the Transferor or any of the Companies; and (c) there is not in existence on the date hereof any order, judgment or decree of any court, tribunal or agency enjoining or requiring the Transferor or any of the Companies to take any action of any kind with respect to its business, assets or properties.

(a) the Transferor has good and marketable title to its Personal Property free and clear of all liens, leases, encumbrances, claims under bailment and storage agreements, equities, conditional sales contracts, security interests, charges and restrictions, except for liens, if any, for personal property taxes not due;

(b) no officer, director, stockholder or employee of the Transferor, any Company, nor any spouse, child or other relative or affiliate thereof, own