AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BY AND AMONG SUB-URBAN BRANDS, INC. FORMERLY KNOWN AS DP&D, INC. AND SUB-URBAN INDUSTRIES, INC. AND THE SECURITY HOLDERS OF SUB-URBAN INDUSTRIES, INC.

Exhibit 10.1

AGREEMENT

CONCERNING THE EXCHANGE OF SECURITIES

BY AND AMONG

SUB-URBAN BRANDS, INC. FORMERLY KNOWN AS DP&D, INC.

AND

SUB-URBAN INDUSTRIES, INC. AND

THE SECURITY HOLDERS OF SUB-URBAN INDUSTRIES, INC.

INDEX

		Page
ARTICLE I - EXCHANGE OF SECURITIES		1
1.1	- Issuance of Securities	1
1.2	- Exemption from Registration	1
1.3	- Corporate Action by DP&D	2
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF SUB-URBAN		2
2.1	- Organization	2
2.2	- Capital	2
2.3	- Subsidiaries	2
2.4	- Directors and Officers	2
2.5	- Financial Statements	3
2.6	- Absence of Changes	3
2.7	- Absence of Undisclosed Liabilities	3
2.8	- Tax Returns	3
2.9	- Investigation of Financial Condition	3
2.10	- Intellectual Property Rights	3
2.11	- Compliance with Laws	4
2.12	- Litigation	4
2.13	- Authority	4
2.14	- Ability to Carry Out Obligations	4
2.15	- Full Disclosure	4
2.16	- Assets and Liabilities	4
2.17	- Material Contracts	4
2.18	- Indemnification	4
2.19	- Criminal or Civil Acts	5
2.20	- Restricted Securities	5
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF DP&D, INC.		5
3.1	- Organization	5
3.2	- Capital	5
3.3	- Subsidiaries	5
3.4	- Directors and Officers	5
3.5	- Financial Statements	5
3.6	- Absence of Changes	6
3.7	- Absence of Undisclosed Liabilities	6
3.8	- Tax Returns	6

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		Page
3.9	- Investigation of Financial Condition	6
3.10	- Intellectual Property Rights	6
3.11	- Compliance with Laws	6
3.12	- Litigation	6
3.13	- Authority	6
3.14	- Ability to Carry Out Obligations	6
3.15	- Full Disclosure	7
3.16	- Assets and Liabilities	7
3.17	- Material Contracts	7
3.18	- Indemnification	7
3.19	- Criminal or Civil Acts	7
3.20	- Bulletin Board Trading Status	7
ARTICLE IV - COVENANTS PRIOR TO THE CLOSING DATE		7
4.1	- Investigative Rights	7
4.2	- Conduct of Business	8
4.3	- Confidential Information	8
4.4	- Notice of Non-Compliance	8
ARTICLE V - CONDITIONS PRECEDENT TO DP&D’S PERFORMANCE		8
5.1	- Conditions	8
5.2	- Accuracy of Representations	8
5.3	- Performance	8
5.4	- Absence of Litigation	8
5.5	- Officer’s Certificate	9
5.6	- Payment of Liabilities	9
5.7	- Corporate Action	9
ARTICLE VI - CONDITIONS PRECEDENT TO SUB-URBAN’S PERFORMANCE		9
6.1	- Conditions	9
6.2	- Accuracy of Representations	9
6.3	- Performance	9
6.4	- Absence of Litigation	9
6.5	- Officer’s Certificate	9
6.6	- Directors of DP&D.	10
6.7	- Officers of DP&D.	10
6.8	- Corporate Action	10

		Page
ARTICLE VII - CLOSING		10
7.1	- Closing	10
ARTICLE VIII - COVENANTS SUBSEQUENT TO THE CLOSING DATE		10
8.1	- Registration and Listing	11
8.2	- Stock Option Plan	11
ARTICLE IX - MISCELLANEOUS		11
9.1	- Captions and Headings	11
9.2	- No Oral Change	11
9.3	- Non-Waiver	11
9.4	- Time of Essence	11
9.5	- Entire Agreement	11
9.6	- Choice of Law	11
9.7	- Counterparts	11
9.8	- Notices	12
9.9	- Binding Effect	12
9.10	- Mutual Cooperation	12
9.11	- Finders	12
9.12	- Announcements	12
9.13	- Expenses	12
9.14	- Survival of Representations and Warranties	12
9.15	- Exhibits	13
9.16	- Legal Counsel	12
9.17	- Termination, Amendment and Waiver	13
	Signatures	14

EXHIBITS
	Allocation of Securities	Exhibit	1.1
	Subscription Agreement	Exhibit	1.2
	Financial Statements of Sub-Urban	Exhibit	2.5
	Material Contracts of Sub-Urban	Exhibit	2.17
	Financial Statements of DP&D	Exhibit	3.5
	Exception Schedule of Sub-Urban	Exhibit
	List of Sub-Urban Intellectual Property Rights	Exhibit	2.10

AGREEMENT

AGREEMENT made this 11th day of May, 2006, by and between Sub-Urban Brands, Inc., (formerly known as DP&D, INC.), a Nevada corporation (“DP&D”), SUB-URBAN INDUSTRIES, INC., a California corporation (“Sub-Urban”), and the security holders of Sub-Urban (the “Sub-Urban Security Holders”) who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2, hereto.

WHEREAS, DP&D desires to acquire all of the issued and outstanding securities of Sub-Urban from the Sub-Urban Security Holders in exchange for newly issued unregistered securities of DP&D;

WHEREAS, Sub-Urban desires to assist DP&D in acquiring all of the issued and outstanding securities of Sub-Urban pursuant to the terms of this Agreement; and

WHEREAS, the Sub-Urban Security Holders, by execution of Exhibit 1.2 hereto, agree to exchange all securities they hold in Sub-Urban for securities of DP&D.

NOW, THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:

ARTICLE I

Exchange of Securities

1.1 Issuance of Securities. Subject to the terms and conditions of this Agreement, DP&D agrees to issue and exchange (i) 31,673,363 fully paid and nonassessable unregistered shares of DP&D’s $.001 par value common stock (the “DP&D Shares”) for all 31,673,363 issued and outstanding shares of the no par value common stock of Sub-Urban (the “Sub-Urban Shares”) held by the Sub-Urban Security Holders and (ii) $2,734,900 face amount of convertible promissory notes convertible into the common stock of DP&D at a range of prices from $0.250 per share to $0.375 per share, and subject to respective conversion price adjustments, in exchange for a like face amount of promissory notes held by the Sub-Urban Security Holders. All DP&D securities will be issued directly to the Sub-Urban Security Holders on the Closing Date, as hereinafter defined, pursuant to the schedule set forth in Exhibit 1.1. All promissory notes of DP&D exchanged for promissory notes of Sub-Urban will be convertible into the common stock of DP&D at the same exercise price per share as provided in the promissory notes of Sub-Urban. DP&D will also issue to the Sub-Urban Security Holders stock options and warrants on a one-for-one basis for outstanding stock options and warrants of Sub-Urban and exercisable at the same price and terms per share as the stock options and warrants of Sub-Urban. The common stock, promissory notes, stock options and warrants of DP&D are collectively referred to as the “DP&D Securities.”

1.2 Exemption from Registration. The parties hereto intend that all DP&D Securities to be issued to the Sub-Urban Security Holders shall be exempt from the registration

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requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) and/or Regulation D of the Act and the rules and regulations promulgated thereunder. In furtherance thereof, each of the Sub-Urban Security Holders will execute and deliver to DP&D on the closing date of this Agreement (the “Closing Date”) a copy of the Subscription Agreement set forth in Exhibit 1.2 hereto.

1.3 Corporate Action by DP&D. On or before the Closing Date, DP&D shall (i) change its name to Sub-Urban Brands, Inc, (ii) file its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006 with the Securities and Exchange Commission and (iii) divest itself of any and all business operations by conveying all of its assets to Xxxx Xxxxxxx, and Xxxxxx Xxxxxxx in exchange for the return and cancellation of 145,000,000 and 7,250,000 shares of DP&D’s common stock, respectively.

ARTICLE II

Representations and Warranties of Sub-Urban

Sub-Urban hereby represents and warrants to DP&D that:

2.1 Organization. Sub-Urban is a corporation duly organized, validly existing and in good standing under the laws of California, has all necessary corporate powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.

2.2 Capital. The authorized capital stock of Sub-Urban consists of 90,000,000 authorized shares of no par value common stock, of which 31,673,363 shares of common stock will be outstanding on the Closing Date and 10,000,000 authorized shares of preferred stock, none of which will be outstanding on the Closing Date. All of the outstanding common stock of Sub-Urban is duly and validly issued, fully paid and nonassessable. Except as disclosed on the Exception Schedule Exhibit, there are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements or commitments obligating Sub-Urban to issue any additional shares of its capital stock of any class, except promissory notes convertible into 10,819,094 shares of Sub-Urban common stock, options to purchase an aggregate of 7,732,698 shares of Sub-Urban common stock and warrants to purchase an aggregate of 16,822,245 shares of Sub-Urban common stock. All common stock issuable under Sub-Urban’s convertible promissory notes, options and warrants will be convertible on the Closing Date into a like amount of common stock issuable by DP&D.

2.3 Subsidiaries. Sub-Urban does not have any subsidiaries or own any interest in any other enterprise.

2.4 Directors and Officers. The names and titles of the directors and officers of Sub-Urban as of the date of this Agreement are as follows:  Xxx Xxxxxxx, Chief Executive Officer and Director; Xxxxxxxx Xxxxxxx, President; and Xxxx Xxxxxx, Secretary. The following are slated to join Sub-Urban in the respective capacities upon the closing of this Agreement and issuance of a Directors and Officers Liability Policy: Xxxx Xxxx, Chief Financial Officer, Chief Operating

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Officer and Director; Xxxx Xxxxxx, Director; Xxxxx Xxxxxx, Director; and Xxxxxx Xxxxx, Director.

2.5 Financial Statements. Exhibit 2.5 hereto consists of the audited financial statements of Sub-Urban for the years ended December 31, 2003, 2004 and 2005 and unaudited, unreviewed financial statements for the three months ended March 31, 2006 (the “Sub-Urban Financial Statements”). The Sub-Urban Financial Statements have been prepared in accordance with generally accepted accounting principles and practices consistently followed by Sub-Urban throughout the periods indicated, and fairly present the financial position of Sub-Urban as of the dates of the balance sheets included in the Sub-Urban Financial Statements and the results of operations for the periods indicated. There are no material omissions or nondisclosures in the Sub-Urban Financial Statements.

2.6 Absence of Changes. Since March 31, 2006 there has not been any material change in the financial condition or operations of Sub-Urban, except as contemplated by this Agreement. As used in this Agreement, “material” means:  Any change or effect (or development that, insofar as can be reasonably foreseen, is likely to result in any change or effect) that causes substantial increase or diminution in the business, properties, assets, condition (financial or otherwise) or results of operations of a party. Taken as a whole, material change shall not include changes in national or international economic conditions or industry conditions generally; changes or possible changes in statutes and regulations applicable to a party; or the loss of employees, customers or suppliers by a party as a direct or indirect consequence of any announcement relating to this transaction.

2.7 Absence of Undisclosed Liabilities. As of March 31, 2006, Sub-Urban did not have any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected in the Sub-Urban Financial Statements.

2.8 Tax Returns. Sub-Urban has filed all federal, state and local tax returns required by law and has paid all taxes, assessments and penalties due and payable. The provisions for taxes, if any, reflected in Exhibit 2.5 are adequate for the periods indicated. There are no present disputes as to taxes of any nature payable by Sub-Urban.

2.9 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, DP&D, its legal counsel and accountants shall have the opportunity to meet with Sub-Urban’s accountants and attorneys to discuss the financial condition of Sub-Urban during reasonable business hours and in a manner that does not interfere with the normal operation of Sub-Urban’s business. Sub-Urban shall make available to DP&D all books and records of Sub-Urban, provided, however, that Sub-Urban will be under no obligation to provide any information subject to confidentiality provisions or waive any privilege associated with any such information.

2.10 Intellectual Property Rights. Sub-Urban owns or has the right to use all trademarks, service marks, trade names, copyrights and patents material to its business.

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2.11 Compliance with Laws. To the best of Sub-Urban’s knowledge, Sub-Urban has complied with, and is not in violation of, applicable federal, state or local statutes, laws and regulations, including federal and state securities laws, except where such non-compliance would not have a material adverse impact upon its business or properties.

2.12 Litigation. Sub-Urban is not a defendant in any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation which is pending or, to the best knowledge of Sub-Urban, threatened against or affecting Sub-Urban or its business, assets or financial condition. Sub-Urban is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. Sub-Urban is not engaged in any material litigation to recover monies due to it.

2.13 Authority. The Board of Directors of Sub-Urban has authorized the execution of this Agreement and the consummation of the transactions contemplated herein, and Sub-Urban has full power and authority to execute, deliver and perform this Agreement, and this Agreement is a legal, valid and binding obligation of Sub-Urban and is enforceable in accordance with its terms and conditions. By execution of Exhibit 1.2, all of the Sub-Urban Security Holders have agreed to and have approved the terms of this Agreement.

2.14 Ability to Carry Out Obligations. To the best of Sub-Urban’s knowledge, the execution and delivery of this Agreement by Sub-Urban and the performance by Sub-Urban of its obligations hereunder in the time and manner contemplated will not cause, constitute or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, instrument, article of incorporation, bylaw, or other agreement or instrument to which Sub-Urban is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of Sub-Urban, or (c) an event that would result in the creation or imposition of any lien, charge or encumbrance on any asset of Sub-Urban.

2.15 Full Disclosure. None of the representations and warranties made by Sub-Urban herein or in any exhibit, certificate or memorandum furnished or to be furnished by Sub-Urban, or on its behalf, contains or will contain any untrue statement of material fact or omit any material fact the omission of which would be misleading.

2.16 Assets and Liabilities. Sub-Urban’s assets and liabilities are fully included in Exhibit 2.5 and its assets are not subject to any claims or encumbrances except as indicated in Exhibit 2.5

2.17 Material Contracts. Sub-Urban does not have any material contracts, except as set forth in Exhibit 2.17.

2.18 Indemnification. Sub-Urban agrees to indemnify, defend and hold DP&D harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties and reasonable attorney fees asserted by third parties against DP&D or Sub-Urban which arise out of,

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or result from (i) any breach by Sub-Urban in performing any of its covenants or agreements under this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by Sub-Urban under this Agreement, (ii) a failure of any representation or warranty in this Article II or (iii) any untrue statement made by Sub-Urban in this Agreement.

2.19 Criminal or Civil Acts. For the period of five years prior to the execution of this Agreement, no executive officer, director or principal stockholder of Sub-Urban has been convicted of a felony crime, filed for personal bankruptcy, been the subject of a Commission or NASD judgment or decree, or is currently the subject to any investigation in connection with a felony crime or Commission or NASD proceeding.

2.20         Restricted Securities. Sub-Urban and the Sub-Urban Security Holders, by execution of this Agreement and of Exhibit 1.2, acknowledge that all of the DP&D Securities issued by DP&D are restricted securities and none of such securities may be sold or publicly traded except in accordance with the provisions of the Act.

ARTICLE III

Representations and Warranties of DP&D

DP&D represents and warrants to Sub-Urban that:

3.1 Organization. DP&D is a corporation duly organized, validly existing and in good standing under the laws of Nevada, has all necessary corporate powers to carry on its business, and is duly qualified to do business and is in good standing in each of the states where its business requires qualification.

3.2 Capital. The authorized capital stock of DP&D on the Closing Date will consist of 190,000,000 shares of $.001 par value common stock, of which 14,500,000 shares of common stock will be issued and outstanding and 10,000,000 shares of $.001 par value preferred stock, none of which will be outstanding. All of DP&D’s outstanding securities are duly and validly issued, fully paid and nonassessable. There are no outstanding subscriptions, options, rights, warrants, debentures, instruments, convertible securities or other agreements or commitments obligating DP&D to issue any additional shares of its capital stock of any class, except as required under this Agreement.

3.3 Subsidiaries. DP&D does not have any subsidiaries or own any interest in any other enterprise.

3.4 Directors and Officers. The sole executive officer and director of DP&D is Xxxx Xxxxxxx, Chief Executive Officer and Director.

3.5 Financial Statements. Exhibit 3.5 hereto consists of the audited financial statements of DP&D for the years ended December 31, 2004 and 2005 and the unaudited financial statements of DP&D for the three months ended March 31, 2006 (the “DP&D Financial Statements”). The DP&D Financial Statements have been prepared in accordance with generally

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accepted accounting principles and practices consistently followed by DP&D throughout the periods indicated, and fairly present the financial position of DP&D as of the date of the balance sheets included in the DP&D Financial Statements and the results of operations for the periods indicated. There are no material omissions or nondisclosures in the DP&D Financial Statements.

3.6 Absence of Changes. Since March 31, 2006, there has not been any material change (as defined in Section 2.6) in the financial condition or operations of DP&D, except as contemplated by this Agreement.

3.7 Absence of Undisclosed Liabilities. As of March 31, 2006, DP&D did not have any material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected in the DP&D Financial Statements.

3.8 Tax Returns. Within the times and in the manner prescribed by law, DP&D has filed all federal, state and local tax returns required by law and has paid all taxes, assessments, and penalties due and payable.

3.9 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, Sub-Urban, its legal counsel and accountants shall have the opportunity to meet with DP&D’s accountants and attorneys to discuss the financial condition of DP&D. DP&D shall make available to Sub-Urban all books and records of DP&D.

3.10 Intellectual Property Rights. DP&D does not have any patents, trademarks, service marks, trade names, copyrights or other intellectual property rights.

3.11 Compliance with Laws. DP&D has complied with, and is not in violation of, applicable federal, state or local statutes, laws or regulations including federal and state securities laws.

3.12 Litigation. DP&D is not a defendant in any suit, action, arbitration, or legal, administrative or other proceeding, or governmental investigation which is pending or, to the best knowledge of DP&D, threatened against or affecting DP&D or its business, assets or financial condition. DP&D is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. DP&D is not engaged in any material litigation to recover monies due to it.

3.13 Authority. The Board of Directors of DP&D has authorized the execution of this Agreement and the transactions contemplated herein, and DP&D has full power and authority to execute, deliver and perform this Agreement, and this Agreement is the legal, valid and binding obligation of DP&D, and is enforceable in accordance with its terms and conditions.

3.14 Ability to Carry Out Obligations. The execution and delivery of this Agreement by DP&D and the performance by DP&D of its obligations hereunder will not cause, constitute or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a

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default under any license, indenture, mortgage, instrument, article of incorporation, bylaw or other agreement or instrument to which DP&D is a party, or by which it may be bound, nor will any consents or authorization of any party other than those hereto be required, (b) an event that would permit any party to any agreement or instrument to terminate it or to accelerate the maturity of any indebtedness or other obligation of DP&D, or (c) an event that would result in the creation or imposition of any lien, charge or encumbrance on any asset of DP&D.

3.15 Full Disclosure. None of the representations and warranties made by DP&D herein, or in any exhibit, certificate or memorandum furnished or to be furnished by DP&D or on its behalf, contains or will contain any untrue statement of material fact or omit any material fact the omission of which would be misleading.

3.16 Assets and Liabilities. On the Closing Date DP&D will have no assets or liabilities.

3.17 Material Contracts. DP&D has no material contracts.

3.18 Indemnification. DP&D agrees to indemnify, defend and hold Sub-Urban harmless against and in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, and reasonable attorney fees asserted by third parties against DP&D or Sub-Urban, that it shall incur or suffer, which arise out of, or result from (i) any breach by DP&D in performing any of its covenants or agreements in this Agreement or in any schedule, certificate, exhibit or other instrument furnished or to be furnished by DP&D under this Agreement, (ii) a failure of any representation or warranty in this Article III, or (iii) any untrue statement made by DP&D in this Agreement.

3.19 Criminal or Civil Acts. For a period of five years prior to the execution of this Agreement, no executive officer, director or principal stockholder of DP&D has been convicted of a felony crime, filed for personal bankruptcy, been the subject of a Securities and Exchange Commission (“Commission”) or NASD judgment or decree, or is currently the subject to an investigation in connection with any felony crime or Commission or NASD proceeding.

3.20 Bulletin Board Trading Status. DP&D shall be in compliance with all requirements for, and its common stock shall be quoted on, the Over the Counter Electronic Bulletin Board system on the Closing Date, such that the common stock of DP&D may continue to be so quoted without interruption following the Closing.

ARTICLE IV

Covenants Prior to the Closing Date

4.1 Investigative Rights. Prior to the Closing Date, each party shall provide to the other party, and such other party’s counsel, accountants, auditors and other authorized representatives, full access during normal business hours and upon reasonable advance written notice to all of each party’s properties, books, contracts, commitments and records for the

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purpose of examining the same. Each party shall furnish the other party with all information concerning each party’s affairs as the other party may reasonably request. If during the investigative period one party learns that a representation of the other party was not accurate, no such claim may be asserted by the party so learning that a representation of the other party was not accurate.

4.2 Conduct of Business. Prior to the Closing Date, each party shall conduct its business in the normal course and shall not sell, pledge or assign any assets without the prior written approval of the other party, except in the normal course of business. Neither party shall amend its Articles of Incorporation or Bylaws (except as may be described in this Agreement), declare dividends, redeem or sell stock or other securities. Neither party shall enter into negotiations with any third party or complete any transaction with a third party involving the sale of any of its assets or the exchange of any of its common stock.

4.3 Confidential Information. Each party will treat all nonpublic, confidential and trade secret information received from the other party as confidential, and such party shall not disclose or use such information in a manner contrary to the purposes of this Agreement. Moreover, all such information shall be returned to the other party in the event this Agreement is terminated.

4.4 Notice of Non-Compliance. Each party shall give prompt notice to the other party of any representation or warranty made by it in this Agreement becoming untrue or inaccurate in any respect or the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement.

ARTICLE V

Conditions Precedent to DP&D’s Performance

5.1 Conditions. DP&D’s obligations hereunder shall be subject to the satisfaction at or before the Closing of all the conditions set forth in this Article V. DP&D may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by DP&D of any other condition of or any of DP&D’s other rights or remedies, at law or in equity, if Sub-Urban shall be in default of any of its representations, warranties or covenants under this Agreement.

5.2 Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by Sub-Urban in this Agreement or in any written statement that shall be delivered to DP&D by Sub-Urban under this Agreement shall be true and accurate on and as of the Closing Date as though made at that time.

5.3 Performance. Sub-Urban shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.

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5.4 Absence of Litigation. No action, suit, or proceeding, including injunctive actions, before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against Sub-Urban on or before the Closing Date.

5.5 Officer’s Certificate. Sub-Urban shall have delivered to DP&D a certificate dated the Closing Date signed by the Chief Executive Officer of Sub-Urban certifying that each of the conditions specified in this Article has been fulfilled and that all of the representations set forth in Article II are true and correct as of the Closing Date.

5.6 Payment of Liabilities. On or before the Closing, DP&D shall have paid any outstanding obligations and liabilities of DP&D incurred through the Closing Date.

5.7 Corporate Action. Sub-Urban shall have obtained the approval of the Sub-Urban Security Holders for the transaction contemplated by this Agreement.

5.8 Preferred Shares. Sub-Urban shall have converted all of its outstanding Series A Preferred Stock to Common Stock.

ARTICLE VI

Conditions Precedent to Sub-Urban’s Performance

6.1 Conditions. Sub-Urban’s obligations hereunder shall be subject to the satisfaction at or before the Closing of all the conditions set forth in this Article VI. Sub-Urban may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by Sub-Urban of any other condition of or any of Sub-Urban’s rights or remedies, at law or in equity, if DP&D shall be in default of any of its representations, warranties or covenants under this Agreement.

6.2 Accuracy of Representations. Except as otherwise permitted by this Agreement, all representations and warranties by DP&D in this Agreement or in any written statement that shall be delivered to Sub-Urban by DP&D under this Agreement shall be true and accurate on and as of the Closing Date as though made at that time.

6.3 Performance. DP&D shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.

6.4 Absence of Litigation. No action, suit or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened against DP&D on or before the Closing Date.

6.5 Officer’s Certificate. DP&D shall have delivered to Sub-Urban a certificate dated the Closing Date signed by the Chief Executive Officer of DP&D certifying that each of the

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conditions specified in this Article has been fulfilled and that all of the representations set forth in Article III are true and correct as of the Closing Date.

6.6 Directors of DP&D. On the Closing Date, the Board of Directors of DP&D shall elect the directors of Sub-Urban to DP&D’s Board of Directors and then shall resign as directors.

6.7 Officers of DP&D. On the Closing Date, the newly constituted Board of Directors of DP&D shall elect such officers of DP&D as set forth in Section 2.4.

6.8 Corporate Action. DP&D shall have completed the corporate action set forth in Section 1.3.

ARTICLE VII

Closing

7.1 Closing. The Closing of this Agreement shall be held at the offices of Xxxx X. Agron, DP&D’s counsel, at any mutually agreeable time and date (the “Closing Date”) prior to May 12, 2006, unless extended by mutual agreement. At the Closing:

(a) Sub-Urban shall deliver to DP&D copies of Exhibit 1.2 executed by all of the Sub-Urban Security Holders together with Sub-Urban certificates or documentation representing (i) 30,981,410 shares of Sub-Urban common stock, with a conversion adjusted quantity of 31,673,363 (ii) $2,734,900 face amount of Sub-Urban convertible promissory notes, (iii) 15,878,603 common stock purchase warrants, with a conversion adjusted quantity of 16,822,245, and (iv) 7,732,698 stock options, all duly endorsed to DP&D;

(b) DP&D shall deliver to the Sub-Urban Security Holders DP&D certificates representing (i) 31,673.363 shares of DP&D’s common stock, (ii) $2,734,900 face amount of DP&D convertible promissory notes, (iii) 15,878,603 common stock purchase warrants and (iv) 7,732.698 stock options, all pursuant to the computations set forth in Exhibit 1.1 hereto;

(c) DP&D shall deliver (i) the officer’s certificate described in Section 6.5, (ii) a signed consent and/or minutes of its directors approving this Agreement and (iii) resignations and releases from its executive officers and directors pursuant to Sections 6.6 and 6.7;

(d) Sub-Urban shall deliver (i) the officer’s certificate described in Section 5.5 and (ii) a signed consent and/or minutes of its shareholders and directors approving this Agreement.

10

ARTICLE VIII

Covenants Subsequent to the Closing Date

8.1 Registration and Listing. Following the Closing Date, DP&D shall use its best efforts to:

(a) Continue DP&D’s common stock quotation on the Over the Counter Electronic Bulletin Board system; and

(b) List DP&D’s securities in Standard & Poor’s OTC or Corporate Manual.

8.2 Stock Option Plan. Following the Closing Date, DP&D shall adopt a stock option or other securities incentive plan as its Board of Directors shall reasonably determine, which plan shall provide identical stock options and other incentives as were contained in Sub-Urban’s securities incentive plan prior to the Closing Date.

ARTICLE IX

Miscellaneous

9.1 Captions and Headings. The article and paragraph headings throughout this Agreement are for convenience and reference only and shall not define, limit or add to the meaning of any provision of this Agreement.

9.2 No Oral Change. This Agreement and any provision hereof may not be waived, changed, modified or discharged orally, but only by an agreement in writing signed by the party against whom enforcement of any such waiver, change, modification or discharge is sought.

9.3 Non-Waiver. The failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants or conditions. No waiver by any party of one breach by another party shall be construed as a waiver with respect to any other subsequent breach.

9.4 Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof.

9.5 Entire Agreement. This Agreement contains the entire Agreement and understanding between the parties hereto and supersedes all prior agreements and understandings.

9.6 Choice of Law. This Agreement and its application shall be governed by the laws of the state of Nevada.

9.7 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11

9.8 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:

DP&D:

DP&D, Inc.

0000 Xxxx Xxxxxx Xxxxx

Xxxxxx, Xxxxxxx  00000

Attn:  Xxxx Xxxxxxx, Chief Executive Officer

Sub-Urban:

Sub-Urban Industries, Inc.

0000 X. Xxxxxxxxxx Xxxx., Xxxxx X

Xxx Xxxxxxx, Xxxxxxxxxx  00000

Attn:  Xxx Xxxxxxx, Chief Executive Officer

9.9 Binding Effect. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the parties to this Agreement.

9.10 Mutual Cooperation. The parties hereto shall cooperate with each other to achieve the purpose of this Agreement and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein.

9.11 Finders. There are no finders in connection with this transaction.

9.12 Announcements. The parties will consult and cooperate with each other as to the timing and content of any public announcements regarding this Agreement.

9.13 Expenses. Each party will bear their own expenses, including legal fees incurred in connection with this Agreement. The Sub-Urban Security Holders shall not be responsible for any costs incurred in connection with the transaction contemplated by this Agreement.

9.14 Survival of Representations and Warranties. The representations, warranties, covenants and agreements of the parties set forth in this Agreement or in any instrument, certificate, opinion or other writing providing for in it, shall survive the Closing.

9.15 Exhibits. As of the execution hereof, the parties have provided each other with the Exhibits described herein. Any material changes to the Exhibits shall be immediately disclosed to the other party.

12

9.16 Legal Counsel. Xxxx X. Agron, Esq., has represented Sub-Urban in connection with this Agreement. DP&D has been represented by counsel of its choice. Both parties acknowledge that Xxxx X. Agron has represented affiliates of DP&D in the past, and both parties waive any conflict of interest that may result from such prior representation.

9.17 Termination, Amendment and Waiver.

(a)  Termination. This Agreement may be terminated at any time prior to the Closing Date, whether before or after approval of matters presented in connection with the share exchange by the stockholders of DP&D or by the stockholders of Sub-Urban:

(1) by mutual written consent of Sub-Urban and DP&D;

(2) by either Sub-Urban or DP&D;

(i) if the stockholders of Sub-Urban fail to agree to the exchange of securities with DP&D or,

(ii) if any court of competent jurisdiction or any governmental, administrative or regulatory authority, agency or body shall have issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the transactions contemplated by this Agreement.

(3) by Sub-Urban, if DP&D breaches any of its representations or warranties hereof or fails to perform in any material respect any of its covenants, agreements or obligations under this Agreement; and

(4) by DP&D, if Sub-Urban breaches any of its representations or warranties hereof or fails to perform in any material respect any of its covenants, agreements or obligations under this Agreement.

(b)  Effect of Termination. In the event of termination of this Agreement by either DP&D or Sub-Urban, as provided herein, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of Sub-Urban or DP&D, and such termination shall not relieve any party hereto for any intentional breach prior to such termination by a party hereto of any of its representations or warranties or any of its covenants or agreements set forth in this Agreement.

(c)  Extension; Waiver. At any time prior to the Closing Date, the parties may, to the extent legally allowed, (a) extend the time for the performance of any of the obligation of the other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or waive compliance with any of the agreements or conditions contained herein. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of

13

such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

In witness whereof, the parties have executed this Agreement on the date indicated above.

DP&D, INC.			SUB-URBAN INDUSTRIES, INC.
By:			By:
	Xxxx Xxxxxxx			Xxx Xxxxxxx, Chief Executive Officer
	Chief Executive Officer

14

EXHIBIT 1.1

SCHEDULE OF SUB-URBAN COMMON STOCKHOLDERS

AND

ALLOCATION OF DP&D COMMON SHARES

Name		SUI Cert#		Number of Sub- Urban Common Shares Exchanged		Number of DP&D Common Shares to be Issued
Xxxxx Xxxxxxxx		C-1		5,779,600		5,779,600
Xxx Xxxxxxxx Xx.		C-1		200,000		200,000
Xxxxx Xxxxxx		C-1		125,000		125,000
Xxx Xxxxxxxx Xx.		C-1		100,000		100,000
Xxxxxx Xxxxx		C-1		50,000		50,000
Xxxxxx Xxxxx		C-1		100,000		100,000
Xxx Xxxxxxx		C-2		5,233,200		5,233,200
Xxxxx Xxxxxxx		C-9		1,869,000		1,869,000
Xxxx Xxxxxx		C-4		1,495,200		1,495,200
Xxxx Xxxxxxxx		C-3		1,121,400		1,121,400
Xxxx Xxxxxxxx		C-10		373,800		373,800
Xxxxx Xxxxxx		C-5		560,700		560,700
Xxxxx Xxxxxx		C-11		373,800		373,800
Xxxxxxx Xxxxxx		C-12		934,500		934,500
Xxxxxx Xxxxxx Xxxxx Xxxx		C-6		93,450		93,450
Xxxxxx Xxxxxx Xxxxx Xxxx		C-13		186,900		186,900
Xxxxx X. Xxxxxxxxx		C-14		93,450		93,450
RDK Xxxx XXX		C-16		73,426		73,426
RDK Xxxx XXX		C-17		73,426		73,426
RDK trust		C-15		66,750		66,750
Xxxx Xxxxxxxx		CS-55		640,800		640,800
Xxxxx XxXxxxxxx Xx.		CS-48		33,334		33,334
Gamy Trust		20		400,000		400,000
Xxx Xxxxxxx		21		400,000		400,000
Pacific Tek		22		200,000		200,000
Xxxxxxx Xxxxxxx		CS-51		53,400		53,400
Xxxxxxx Xxxxxxxx		CS-24		16,500		16,500
Xxxx Xxxx		CS-23		16,500		16,500
Xxxxxxx Xxxxxx		CS-46		133,500		133,500
Xxxxxx Xxxxx		CS-47		133,500		133,500
Xxxxxxx Xxxxx		CS-50		53,400		53,400
MGAY, Inc.		CS-58		88,000		88,000
Xxxx Xxxxxx		C-26		44,000		44,000
MGAY, Inc.		C-26S		44,000		44,000
Xxxx Xxxxxx		C-27		44,000		44,000
MGAY, Inc.		C-27s		44,000		44,000

Name		SUI Cert#		Number of Sub- Urban Common Shares Exchanged		Number of DP&D Common Shares to be Issued
MGAY, Inc.		CS-59		88,000		88,000
MGAY, Inc.		CS-60		960,000		960,000
Xxxx Xxxxxx		CS-61		120,000		120,000
MGAY, Inc.		CS-61S		120,000		120,000
Xxxxx Xxxxx		CS-30		40,000		40,000
Officeworxx		CS-30S		40,000		40,000
Officeworxx		CS-31		96,000		96,000
Xxxxx Xxxxx		CS-32		40,000		40,000
Xxxxx Xxxxx		CS-32S		40,000		40,000
Officeworxx		CS-33		96,000		96,000
Xxxxx Xxxxx		CS-34		300,000		300,000
Officeworxx		CS-34S		300,000		300,000
Pacific Tek		CS-35		80,000		80,000
Xxxx Xxxxxx		CS-37		50,000		50,000
MGAY, Inc.		CS-37s		50,000		50,000
MGAY, Inc.		CS-38		100,000		100,000
Xxxx Xxxxxx		CS-39		360,000		360,000
Xxxxxxx Xxxxxx		CS-39SA		150,000		150,000
MGAY, Inc.		CS-39SB		210,000		210,000
Pacific Tek		CS-40		40,000		40,000
Xxxxxx Xxxxxxx		CS-52		14,134		14,134
Xxxx Xxxxxxxx		C65		1,040,000		1,040,000
HJG Parntership		CS-56		33,334		33,334
Xxxxx Xxxxx		CS-45		520,000		520,000
Xxxxx Xxxxxxxx		CS-53		10,000		10,000
Cfour Partners		CS-54		120,000		120,000
Xxx Xxxxxxx		CS-62		1,209,458		1,209,458
Xxxxx Xxxxxx		CS63		36,438		36,438
Vanessa Du		C66		81,600		81,600
Country Club Auto Spa		C64		100,000		100,000
Cfour Partners		CS-57		120,000		120,000
Xxxxxxx X. Xxxxxx		CS-68		500,000		500,000
Xxxx Xxxxxxxx		CS-67		500,000		500,000
Xxxx Xxxxxxxx		SAP-01		96,862		96,862
Xxxxxxx X. Xxxxxx		SAP-02		387,443		387,443
Xxxx Xxxxxxxx		SAP-03		289,629		289,629
Xxxxxxx Xxxxxxxx		SAP-04		386,074		386,074
Xxxxxxx Xxxxx & Xxxxxx Xxxxx		SAP-05		308,860		308,860
Xxxxxxx Xxxxxxxxx & Xxxxxxxx Xxxxxxxxx		SAP-06		384,214		384,214
Xxxxx X. Xxxxxxx		SAP-07		76,470		76,470
Xxxx Xxxxxxx TTEE, Xxxx Xxxxxxx Trust		SAP-08		191,078		191,078
Xxxxxxx X. Xxxxx		SAP-09		95,052		95,052
Xxxx Xxxxxxxxx		SAP-10		95,052		95,052
Xxxxx X. Xxxxxxxx		SAP-11		95,052		95,052

Name		SUI Cert#		Number of Sub- Urban Common Shares Exchanged		Number of DP&D Common Shares to be Issued
Xxxxxx X. Xxxxxxx		SAP-12		95,052		95,052
Xxxxx Xxxxxx		SAP-13		94,733		94,733
Xxxxxx Xxxxxxxxxxx		SAP-14		132,625		132,625
Xxxxxxx Xxxxxxx		SAP-15		131,667		131,667
Total Common				31,673,363		31,673,363

SCHEDULE OF SUB-URBAN CONVERTIBLE

PROMISSORY NOTES EXCHANGED FOR

DP&D CONVERTIBLE PROMISSORY NOTES

Name of Convertible Note Holder		Agreement date		Face Amount of Convertible Promissory Notes Exchanged For Equal Face Amount Of DP&D Convertible Promissory Notes
Xxxxxxxx Corp		04/21/04			$	100,000
HJG Investments		05/11/04			$	100,000
Lower East Investments		06/01/04			$	150,000
Xxxxxx Xxxxxxxxxxx		06/17/04			$	45,000
Lower East Investments		06/23/04			$	150,000
Xxxx Xxxxxxxx		07/30/04			$	100,000
HJG Investments		09/03/04			$	50,000
Lower East Investments		09/03/04			$	50,000
Xxxxxxx Xxxxxxx		09/24/04			$	20,000
Out of Control		10/28/04			$	100,000
Out of Control		11/05/04			$	25,000
Xxxxxx Xxxxxxx		02/24/05			$	5,300
Xxxxxxxx Corp		03/09/05			$	25,000
ChicagoLand Consulting		04/07/05			$	12,500
ITC Options, inc		04/07/05			$	12,500
Xxxx Xxxxx		04/15/05			$	5,000
Xxxxx Xxxxxxx		04/15/05			$	10,000
Xxxxxxx Xxxxx		04/15/05			$	25,000
Xxxxxxxxx Xxxxxxx		04/15/05			$	10,000
Xxxxx Xxxxxx		04/15/05			$	12,500
Xxxxxx Xxxxxxxx		04/15/05			$	12,500
Xxxxxxxxx Xxxxx		04/27/05			$	10,000
Xxxxx Xxxxx		04/28/05			$	65,000
Xxxx and Xxxxxx Xxxxxxxxx		05/27/05			$	25,000
Xxxx Xxxxxxxx		06/30/05			$	50,000
Xxxx Xxxxxx		07/11/05			$	50,000
Xxxx Birmingham		08/01/05			$	20,000
Xxxxxx Xxxx		08/01/05			$	25,000
Xxxx Xxxxx		08/01/05			$	25,000
Island Capital Ventures		08/01/05			$	15,000
Xxxx Xxxxx		09/16/05			$	5,000
Xxxx Xxxxxxx		09/19/05			$	25,000
Xxxxxxx X. Xxxxx		09/26/05			$	25,000
Xxxxxxx Xxxxxxxxx		10/10/05			$	20,000
Xxxx Xxxxxxxx		11/15/05			$	50,000
Xxxxxxx X. Xxxxxx		10/27/05			$	50,000
Xxxxxxx Xxxxxxx		01/23/06			$	3,600
Xxx Xxxxx		02/10/06			$	1,000
Xxxxxx Xxxxxx Trust 2002		02/22/06			$	500,000
Vision Capital		04/06/06			$	100,000
Vision Capital		04/18/06			$	650,000
Total Convertible Notes					$	2,734,900

SCHEDULE OF SUB-URBAN COMMON STOCK

PURCHASE WARRANTS EXCHANGED FOR

DP&D COMMON STOCK PURCHASE WARRANTS

Name of Warrant Holder		Agreement date		Number of Sub-Urban Warrants Exchanged For DP&D Warrants on a Warrant-For-Warrant Basis (Excluding Conversion Adjustments)
Xxxx Xxxxxxxx		06/27/03		26,700
Xxxxxxx Xxxxxx		06/27/03		26,700
Xxxxxxx and Xxxxxx Xxxxx		07/13/03		21,360
Xxxxxxx X. Xxxxxxxxx		07/30/03		26,700
XXxxxxx Xxxxxxxx		08/03/03		26,700
Xxxxx X. Hinkup		08/18/03		5,340
Xxxx Xxxxxxx		08/20/03		13,350
Xxxxxxx X. Xxxxx		09/01/03		6,675
Xxxxx Xxxxxxxx		09/01/03		6,675
Xxxxxx X. Xxxxxxx		09/01/03		6,675
Xxxx X. Xxxxxxxxxx		09/06/03		6,675
Xxxxxx Xxxxxxxxxxx		09/19/03		9,345
Xxxxxxx Xxxxxxx		10/20/03		9,345
Xxxxx X. Xxxxxx		09/04/03		6,675
Xxxxx		06/30/04		52,746
Xxxx Xxxxxxxx		06/30/04		52,746
Xxxxxxxx		06/30/04		94,946
Sonnenshein		06/30/04		10,547
Igleman		09/10/04		133,742
Xxxx Xxxxxx		11/12/04		100,000
MGAY, Inc.		11/12/04		100,000
Xxxxxx Xxxxx		11/19/04		100,000
OfficeWorxx		11/19/04		100,000
MGAY, Inc.		02/02/05		200,000
Lower East Investments		03/31/05		200,000
Xxxx Xxxxxxxx		06/30/05		100,000
Xxxx Xxxxxx		07/11/05		100,000
Xxxx Birmingham		08/02/05		20,000
Xxxxxx Xxxx		08/02/05		25,000
Xxxxx Xxxxx		08/02/05		25,000
Island Capital		08/10/05		15,000
Xxxxx Xxxxx		09/16/05		5,000
Xxxx Xxxxxxx		09/21/05		50,000
Xxxxxxx Xxxxx		09/15/05		25,000
Xxxxxxx Xxx Xxxxxxxxx		10/10/05		20,000
Xxxxxxx X. Xxxxxx		10/27/05		300,000
Vista Capital		10/27/05		1,560
Xxxx Xxxxxxxx		11/15/05		350,000
Xxxxxxx X. Xxxxxx		11/15/05		50,000
Xxxxx Xxxxx		12/30/05		80,000

Name of Warrant Holder		Agreement date		Number of Sub-Urban Warrants Exchanged For DP&D Warrants on a Warrant-For-Warrant Basis (Excluding Conversion Adjustments)
Country Club Auto Spa, LLC		12/31/05		150,000
Trilogy		01/15/06		600,000
Xxxxxxx X. Xxxxxx		01/11/06		50,000
Xxxx Xxxxxxxx		01/14/06		50,000
Xxxxxxx Xxxxxxx		01/23/06		14,400
Pacific Tek		02/10/06		4,000
Xxxxxx Xxxxxx Trust 2002		02/22/06		2,000,000
Xxxxxxx X. Xxxxxx		02/22/06		500,000
Xxxx Xxxxxxxx		02/22/06		500,000
Xxxxxx Xxxxxx Trust 2002		04/11/06		2,000,000
Vision Capital		04/18/06		3,000,000
Vision Capital		04/18/06		3,000,000
Vision Capital		04/18/06		1,500,000
Total Warrants Excluding Conversion Adjustments				15,878,602

SCHEDULE OF SUB-URBAN STOCK OPTIONS

EXCHANGED FOR DP&D STOCK OPTIONS

Name of Stock Option Holder		Agreement date		Number of Sub-Urban Stock Options Exchanged For DP&D Stock Options on a Stock Option - For -Stock Option Basis
Xxxxx Xxxxxxx		09/17/03		632,198
Caesarie Montana		12/03/03		53,400
Xxxxxxx		06/06/04		160,200
Xxxxxx Xxxxxxxxxxx		07/30/04		133,500
Xxxxxxxx Xxxxxxx		06/21/05		3,000,000
Xxxx Xxxx		10/21/05		3,600,000
Caesarie Montana		12/30/05		53,400
Xxxx Xxxxxxx		03/01/06		100,000
Total Stock Options				7,732,698

EXHIBIT 1.2

SUBSCRIPTION AGREEMENT

In connection with my exchange of (i) no par value common stock of Sub-Urban Industries, Inc. (“Sub-Urban”), for the $.001 par value common stock of DP&D, Inc. (“DP&D”), (ii) convertible promissory notes of Sub-Urban for convertible promissory notes of DP&D, (iii) common stock purchase warrants of Sub-Urban for common stock purchase warrants of DP&D and (iv) stock options of Sub-Urban for stock options of DP&D (collectively as to DP&D, the “DP&D Securities”) pursuant to the Agreement Concerning The Exchange Of Securities By And Among DP&D, Inc. And Sub-Urban Industries, Inc. And The Security Holders Of Sub-Urban Industries, Inc. (the “Exchange Agreement”), I acknowledge the matters set forth below and promise that the statements made herein are true. I understand that DP&D is relying on my truthfulness in issuing the DP&D Securities to me.

I hereby represent to DP&D that I am an “accredited investor” as that term is defined under the Securities Act of 1933 (the “Act”) and Regulation D, Rule 501, promulgated thereunder. I further represent to DP&D that I have the full power and authority to execute, deliver and perform this Subscription Agreement and to consummate the transactions contemplated hereby. This Subscription Agreement is a legal, valid and binding obligation of mine, enforceable against me in accordance with its terms. I own the securities in Sub-Urban that I am exchanging for the DP&D Securities free and clear of all pledges, liens, encumbrances, security interests, equities, claims, options, preemptive rights, rights of first refusal, or any other limitation on my ability to vote the DP&D Securities or to transfer the DP&D Securities. I have full right, title and interest in and to the Sub-Urban securities that I am exchanging.

I understand that the DP&D Securities are being issued to me in a private transaction in exchange for my securities in Sub-Urban and in reliance upon the exemption provided in Section 4(2) and/or Regulation D under the Act for non-public offerings and pursuant to the Exchange Agreement. I understand that the DP&D Securities are “restricted” under applicable securities laws and may not be sold by me except in a registered offering (which may not ever occur) or in a private transaction like this one. I know this is an illiquid investment and that therefore I may be required to hold the DP&D Securities for an indefinite period of time, but under no circumstances less than one year from the date of their issuance.

I am acquiring the DP&D Securities solely for my own account, for long-term investment purposes only and not with a view to sale or other distribution. I agree not to dispose of any DP&D Securities unless and until counsel for DP&D shall have determined that the intended disposition is permissible and does not violate the Act, any applicable state securities laws or rules and regulations promulgated thereunder.

All information, financial and otherwise, or documentation pertaining to all aspects of my acquisition of the DP&D Securities and the activities and financial information of DP&D have been made available to me and my representatives, if any, and I have had ample opportunity to

meet with and ask questions of senior officers of DP&D, and I have received satisfactory answers to any questions I asked.

In acquiring the DP&D Securities, I have been afforded access to the Exchange Agreement and all of the public filings of DP&D made with the Securities and Exchange Commission and have made such independent investigations of DP&D as I deemed appropriate. I am an experienced investor, have made speculative investments in the past and am capable of analyzing the merits of an investment in the DP&D Securities.

I understand that the DP&D Securities are highly speculative, involve a great degree of risk and should only be acquired by individuals who can afford to lose their entire investment. Nevertheless, I consider this a suitable investment for me because I have adequate financial resources and income to maintain my current standard of living even after my acquisition of the DP&D Securities. I know that DP&D currently has no assets or liabilities, and that although I could lose my entire investment, I am acquiring the DP&D Securities because I believe the potential rewards are commensurate with the risk. Even if the DP&D Securities became worthless, I could still maintain my standard of living without significant hardship to me or my family.

By signing this Subscription Agreement, I also accept and agree to be bound by and to abide by the terms and conditions of the Exchange Agreement as if I had executed the Exchange Agreement itself.

Dated as of this                    day of                                     , 2006.

Signature

Name, Please Print

Residence Address

City, State and Zip Code

Area Code and Telephone Number

Social Security Number

Number of Sub-Urban Shares Exchanged

Face Amount of Sub-Urban Convertible

Promissory Notes Exchanged

Number of Sub-Urban Warrants Exchanged

Number of Sub-Urban Stock Options Exchanged

Exhibit
Material Contracts
Section 2.17

Lease for Premises:  Sub-Urban entered into a lease with Magnum Properties for its offices on on July 15, 2004 and the lease expires July 15, 2006. The base rent on the lease commenced at $2,500 per month, and with cost of living increases and other fees is approximately $3,000 per month.

Production:  Sub-Urban has entered into production arrangements for the manufactiure of its apparel. These arrangements are evidenced by purchase orders. As of April 20, 2006, Sub-Urban has issued purchase orders in excess of $10,000 to the following vendors:

Rippin and Running, Los Angeles, CA		$	68,000
Trio Group, Montreal, Canada		$	73,500

Marketing:  Sub-Urban has a monthly contract with Caro Marketing, Los Angeles, CA for a monthly retainer of $5,000, plus expenses. Caro provides public relations and marketing services. This contract is cancelable with 30 day notice. Sub-Urban has a promotions conract with MS Communications, NY, NY for promotions on their New York Hot’97 radio station. The remaining commitment on this contract is $75,000.

Distribution:  Sub-Urban has a month-to-month, cancellable arrangement with JAM, Gardena, CA for distribution, storage, pick-pack-and ship.

Exhibit

Exception Schedule for Sub-Urban

2.2 The stock option grant to Xxxx Xxxx has an anti-dilution clause triggered by an excess of 60,000,000 fully diluted shares.

2.4  Xxxx Xxxxxx, Xxxxx Xxxxxx and Xxxxxx Xxxxx are slated to be members of the Board of Directors when the Sub-Urban obtains Directors and Officers liability insurance, scheduled to be concurrent with the closing date of this Agreement. Xxxx Xxxx is currently a consultant to Sub-Urban and wiull assume the duties of Chief Financial Officer and Chief Operating Officer, and a member of the Board of Directors when the Sub-Urban obtains Directors and Officers liability insurance, scheduled to be concurrent with the closing date of this Agreement.

2.6 Absence of Changes:  Since March 31^st, 2006, Sub-Urban has entered into a secured convertible note financing arrangement with Vision Capital in the amount of $750,000, and in connection with this financing issued i) a warrant for the purchase of 3,000,000 shares at a price of $0.25 ii) a unit purchase warrant consisting of a right o purchase 3,000,000 shares of Sub-Urban common stock at at a price of $0.25 per share by January 18, 2007, plus a 3 year warrant for the purchase of 1,500,000 shares of common stock at an exercise price of $0.50 per share. In connection with a prior financing, Sub Urban also issued a warrant for the purchase of 2,000,000 shares of common stock at an exercise price of $0.25 per share. Estimated sales for the period April 1, 2006 to the effective date of this agreement are approximately $9,500. Sub-Urban is in leased premises and the lease expires July 15, 2006. Sub-Urban anticipates it will relocate its offices to an area within Los Angeles county by July 15, 2006.

2.8  Sub-Urban has filed its 2003 Federal and State tax returns, and has filed extensions for its 2004 and 2005 Federal and sState tax returns. Based on the audited financial statements received by Sub-Urban in April 2006 for the years 2003, 2004 and 2005, Sub-Urban will file its Federal and State tax returns by September 15, 2006 and may be required to file an amended Federal and State tax return for 2003. Sub-Urban has net operating losses for the years 2003, 2004 and 2005 and does not anticipate any material tax liability for these years.

4.2 Conduct of business:  Sub-Urban may make commitments for up to an additional $600,000 of operating capital prior to the closing date of this Agreement. It may do so under similar financing arrangements as its recent financings including a convertible secured note, convertible into common stock at $0.25 per share, and 100% warrant coverage at an exercise price of $0.25 per share, plus a unit purchase warrant.

Exhibit
List of Sub-Urban Intellectual Property
Section 2.10

Matter No. Country

Xxxx

Class(es)

Goods/Services

Serial No. Filing Date

Reg. No. Reg. Date

Use & Renewal Deadline

Status

T001 United States

WHITEBOY

25

Shirts, hats, and pants

78/093,948 11/17/01

2,833,040 04/13/04

Use Due: 4/13/10 Renewal Due: 4/13/14

Registered.

X000 Xxxxxx Xxxxxx

WHITE DEVIL

25

Clothing, namely, shirts, pants, t-shirts, footwear, headwear, baseball caps, shorts, swimwear, lingerie, sweat shirts, underwear, jackets, dresses, and skirts

76/451,609 09/23/02

2,935,357 3/22/05

Use Due: 3/22/11 Renewal Due: 3/22/15

Registered.

X000 Xxxxxx Xxxxxx

XXXXX XXXXX

25

Clothing, namely, shirts, pants, T-shirts, footwear, headwear, baseball caps, shorts, swimwear, lingerie, sweat shirts, underwear, jackets, dresses, and skirts

76/479,408 12/31/02

2,900,384 11/02/04

Use Due: 11/02/10 Renewal Due: 11/02/14

Registered.

T007

WHITEGIRL

25

Shirts, hats and pants

78/094,289

2,754,411

Use Due:

Registered.

Matter No. Country

Xxxx

Class(es)

Goods/Services

Serial No. Filing Date

Reg. No. Reg. Date

Use & Renewal Deadline

Status

United States

11/20/01

8/19/03

8/19/09 Renewal Due: 8/19/13

X000 Xxxxxx Xxxxxx

WHITEBOY RECORDS

9 41

Musical sound recordings and audio-visual recordings, namely, compact discs, tape cassettes, records, CD-ROMs, VHS video tapes, DVD and laser discs Entertainment services, namely, video tape and motion picture film production, music publishing services, production of musical audio and video recordings

76/507,784 4/21/03

3,021,412 11/29/05

Use Due: 11/29/11 Renewal Due: 11/29/15

Registered.

X000 Xxxxxx Xxxxxx

WHITEBOY

9

Musical sound recordings and audio-visual recordings, namely, compact discs, tape cassettes, records, CD-ROMs, VHS video tapes, DVD, and laser discs; computer software and programs all being computer games; video game software; laser discs cartridges, audio and video tapes, audio and video cassettes and CD-ROMs all bearing video games; video game computer software adapted for use with television receivers and computers

76/507,785 4/21/03

A Request for the First Extension of Time to File a Statement of Use has been granted. Statement of Use and/or Second Request for Extension of Time due by 5/24/06.

X000 Xxxxxx Xxxxxx

WHITEBOY

28

Snow boards and parts therefor; skateboards and parts therefor; surfboards and parts therefor; toys, namely, toy vehicles, plush toy dolls and plush toy animals, toy action figures, board games, water squirting toys, flying disks

76/507,783 4/21/03

A Request for the First Extension of Time to File a Statement of Use has been granted. Statement of Use and/or Second

Matter No. Country

Xxxx

Class(es)

Goods/Services

Serial No. Filing Date

Reg. No. Reg. Date

Use & Renewal Deadline

Status

Request for Extension of Time due by 5/17/06.

X000 Xxxxxx Xxxxxx

WHITEBOY

14

Jewelry; belt buckles of precious metals for clothing

76/511,641 5/05/03

3,059,283 2/14/06

Use: 2/14/12

Registered.

Renewal:

16

Stickers, bumper stickers

2/14/16

18

All-purpose sport bags; tote bags; luggage bags; backpacks; shoulder bags

25

Clothing, namely, shirts, pants, t-shirts, footwear, headwear, baseball caps, shorts, swimwear, lingerie, sweatshirts, underwear, jackets, dresses, and skirts; clothing accessories, namely, belts, shoes, and gloves

26

Ornamental cloth patches; belt buckles not of precious metal for clothing

X000 Xxxxxx Xxxxxx

ROOSTER LOGO DESIGN

25

Clothing, namely, shirts, pants, t-shirts, footwear, headwear, baseball caps, shorts, swimwear, lingerie, sweatshirts, underwear, jackets, dresses, skirts, belts, shoes, and gloves

76/523,979 6/19/03

Opposition No. 91163875 v. M. Xxxxx Xxxx. Opposition pending at the Trademark Trial and Appeal Board.

T019

ROOSTER

28

Snow boards and parts therefor; skateboards and

76/523,980

3,013,607

Use:

Registered.

Matter No. Country

Xxxx

Class(es)

Goods/Services

Serial No. Filing Date

Reg. No. Reg. Date

Use & Renewal Deadline

Status

United States

LOGO DESIGN

parts therefor; surf boards and parts therefor; toys, namely, toy vehicles, plush toy dolls and plush toy animals, toy action figures, board games, water squirting toys, flying disks, arcade-type electronic video games

6/19/03

11/8/05

11/8/11 Renewal: 11/8/15

X000 Xxxxxx Xxxxxx

ROOSTER LOGO DESIGN

9

Musical sound recordings and audio-visual recordings, namely, compact discs, tape cassettes, records CD-ROMs, VHS video tapes, DVD, and laser discs; computer software and programs all being computer games; video game software; laser discs cartridges, audio and video tapes, audio and video cassettes and CD-ROMs all bearing video games; video game computer software adapted for use with television receivers and computers

76/523,978 6/19/03

2,985,855 8/16/05

Use: 8/16/11 Renewal: 8/16/15

Registered.

X000 Xxxxxx Xxxxxx

PYT

25

Clothing, namely, shirts, pants, T-shirts, footwear, headwear, baseball caps, shorts, swimwear, lingerie, sweat shirts, underwear, jackets, dresses, and skirts; accessories; belts; buckles; jewelry; shoes; patches; stickers, bags, tote bags, gloves

76/559,174 11/10/03

A Request for the First Extension of Time to File a Statement of Use has been granted. Statement of Use and/or Second Request for Extension of Time due by 5/24/06.

X000XX00 Xxxxxxxxx

WHITEBOY

25

Clothing, including shirts, pants, t-shirts, footwear, headwear, baseball caps, shorts, swimwear, lingerie, sweatshirts, underwear, jackets, dresses, skirts, and accessories, namely, scarves

954626 5/20/03

954626 2/23/04

Renewal: 5/20/13

Registered.

Matter No. Country

Xxxx

Class(es)

Goods/Services

Serial No. Filing Date

Reg. No. Reg. Date

Use & Renewal Deadline

Status

T013CA Canada

WHITEBOY

25

Clothing, including shirts, pants, t-shirts, footwear, namely, socks, shoes; headwear, namely, hats, baseball caps; shorts, swimwear, lingerie, sweatshirts, underwear, jackets, dresses, skirts, and accessories, namely, scarves; and ornamental cloth patches

1182379 06/23/03

Pending.

T013CTM European Community (CTM)

WHITEBOY

25

Clothing; shirts, pants, t-shirts, footwear, headwear, baseball caps, shorts, swimwear, lingerie, sweat shirts, underwear, jackets, dresses, skirts and accessories

3155181 5/03/03

3155181 2/22/05

Renewal: 5/3/13

Registered.

T013JP25 Japan

WHITEBOY

25

Clothing; accessories; belts; buckles; jewelry; shoes; patches; stickers, bags, tote bags, gloves

2003- 047829 6/10/03

4750076 2/20/04

2/20/14

Registered.