0001373425-07-000005 Sample Contracts

STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • September 27th, 2007 • Syprus, Inc. • Blank checks • Nevada

This Stock Exchange Agreement together with all the Exhibits, Schedules and other attachments (the "Agreement") is entered into on September 24, 2007 and is made among SYPRUS, INC., a Nevada corporation ("Syprus"), RICKY'S FRANCHISE GROUP, INC., a New Jersey corporation, RICKY'S CANDY CONES & CHAOS, INC., a New Jersey corporation (hereinafter referred to sometimes collectively as "RICKY'S GROUP"), the shareholders of Ricky's Group listed in Exhibit "A" attached hereto (hereinafter referred to sometimes collectively as "RICKY'S SHAREHOLDERS"), TERESA G. GARVIN and GARVIN INVESTMENTS, LLC (hereinafter referred to sometimes collectively as the "Syprus Shareholders").

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