DD Support Board and Research Team

[samsamsamiam]

oh man - and with this last round of reshuffling going on - you probably can't find the shares to revoke!

OCTuS, Inc.
2020 Research Drive, Ste. 110
Davis, CA 95618
Attention: Christian Soderquist
Telephone: [phone]

If to AEGY, to:

Alternative Energy Partners, Inc.
1365 N. Courtenay Parkway, Suite A
Merritt Island, FL 32953
Attention, Robert Hipple, Corporate Counsel
Telephone: [phone]
Facsimile: 321-452-9093

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Lin-Han Equity Corporation

http://www.sec.gov/Archives/edgar/data/891462/000137413511000005/exhibit23.htm

If to OCTI, Inc. to:

OCTuS, Inc.
2020 Research Drive, Ste. 110
Davis, CA 95618
Attention: Christian Soderquist
Telephone: [phone]

If to Lin-Han, to:

Lin-Han Equity Corporation
P.O. Box 6162
Burbank, CA 91510
Attention Henry Jan, CEO
Telephone: [phone]

With a copy to:

Healthcare of Today, Inc.
1365 N. Courtenay Parkway, Suite A
Merritt Island, FL 32953
Attention, Robert Hipple, Corporate Counsel
Telephone: [phone]
Facsimile: 321-452-9093




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http://www.sec.gov/Archives/edgar/data/1446896/000137413511000006/exhibit21.htm

EX-2.1 2 exhibit21.htm ACQUISITION AGREEMENT
ACQUISITION AGREEMENT

This ACQUISITION AGREEMENT is entered into and made effective as of the 15th day of February, 2011 by and between Alternative Energy Partners, Inc., a Florida Corporation ("AEGY") and OCTuS, Inc., a Nevada corporation ("OCTI”).

WHEREAS, upon the terms and conditions set forth below, AEGY desires to transfer to OCTI 100 percent of the issued and outstanding shares of Élan Energy Corp., a Florida corporation (“Élan”), and Sunarias Corporation, a California corporation (“Sunarias”), such that, following the Closing (defined below) Élan and Sunarias will be wholly-owned subsidiaries of OCTI;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the Parties hereto agree as follows:

1. SALE AND PURCHASE OF OCTI SHARES.

1.1 PURCHASE AND SALE. Subject to the terms and conditions herein set forth, AEGY hereby agrees to transfer 100 percent of the issued and outstanding shares of Élan and Sunarias (the “Spin-Off Shares”) to OCTI, and OCTI hereby agrees to issue to the designated agent for AEGY all of the authorized shares of a new Series E Preferred Stock of OCTI (with the rights of the Series E Preferred to be as set forth on Exhibit “1), (the OCTI Preferred Shares”), convertible into 100,000,000 shares of the common stock of OCTI (the “OCTI Common Stock”), (the OCTI Preferred Stock and the OCTI Common Stock being sometimes referred to as the “OCTI Stock”), as provided in Section 1.2.

1.2 OCTI STOCK TERMS. The OCTI Stock shall be issued to and held by the Agent, as hereafter defined, for the benefit of all of the shareholders of record of AEGY as of the date which is five (5) business days after the execution of this Agreement by all parties, as certified by the transfer agent for AEGY (the “AEGY Shareholders”), and the Agent shall hold the OCTI Preferred Stock until such time as (i) the Articles of Incorporation of OCTI have been amended to increase the authorized shares of common stock of OCTI to allow the conversion of the OCTI Preferred Stock into OCTI Common Stock, and (ii) the OCTI Common Stock has been registered by OCTI in a registration statement filed with the U.S. Securities & Exchange Commission, and any applicable state securities regulatory agencies, so that the OCTI Common Stock can then be distributed to the AEGY Shareholders.

1.3 AGENT. For purposes of this Agreement, the Agent to hold the OCTI Shares as provided in this Agreement shall be designated at Closing by Lin-Han Equity Corp., a California corporation which has agreed to acquire a majority interest in OCTI under a separate agreement of even date herewith. The Agent shall have no responsibility or liability to OCTI, AEGY or the AEGY Shareholders for any act or failure to act except as expressly provided herein, and shall be fully discharged and released from any liability or obligations to any of OCTI, AEGY or the AEGY Shareholders upon conversion of the OCTI Preferred Stock into OCTI Common Stock and the distribution of certificates for the OCTI Common Stock to the AEGY Shareholders as provided herein.
...
If to OCTI, Inc. to:

OCTuS, Inc.
2020 Research Drive, Ste. 110
Davis, CA 95618
Attention: Christian Soderquist
Telephone: [phone]

If to AEGY, to:

Alternative Energy Partners, Inc.
1365 N. Courtenay Parkway, Suite A
Merritt Island, FL 32953
Attention, Robert Hipple, Corporate Counsel
Telephone: [phone]
Facsimile: 321-452-9093

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