8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report: July 15, 2011

(Date of earliest event reported)

ACCRES HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware --------------------------------	000-33131 --------------------------------	06-1625312 ----------------------------------------------
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2 Corporate Drive, Suite 234

Shelton, CT 06484

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(Address of principal executive offices) (Zip Code)

(203) 403-0450

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(Registrant’s telephone no., including area code)

LEXICON UNITED INCORPORATED

4500 Steiner Ranch Blvd., Suite 1708

Austin, TX 78732

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(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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SECTION 2 – FINANCIAL INFORMATION

Item 2.01                      Completion of Acquisition or Disposition of Assets.

A Special Meeting of the directors of the Registrant was held on the 15th day of July, 2011 at 10 o’clock A.M.  At said meeting, the directors appointed Jerry Gruenbaum as the Registrant’s General Counsel and Corporate Secretary.

At said meeting, Edward Meijers, the Chairman and CEO stated that the acquisition approved by the shareholders of the Registrant on July 11, 2011 (hereinafter the “Original Agreement”) has been completed on July 15, 2011 to acquire by the Registrant, Accres Global AG, from Vela Heleen Holding GMBH and ZUG Investment Group AG (hereinafter the “Sellers”).  An Amendment and Restatement of the Acquisition Agreement was also executed ON July 15, 2011 (hereinafter the “Amended Agreement”).  Accres Global AG is engaged in the trade in rough and polished diamonds.  They have a unilateral, non-negotiable contract with Accres Mineral Trading BVBA, based in the diamonds city of Antwerp and with Mostland International FZC, based in Dubai, the United Arab Emirates

Under both the Original and Amended Agreement the Registrant purchased from the Sellers Accres Global AG for Eight Million Eight Hundred Seventy Five Thousand Twenty One (8,875,021) Series B Preferred Shares of Lexicon (the "Lexicon Shares"), each Preferred Shares is convertible to ten Common Shares of the Registrant and have the voting power equal to ten Common Shares of the Registrant.

Under both the Original and Amended Agreement, Jerry Gruenbaum, Esq., a licensed attorney and the Registrant’s Secretary and counsel has been appointed as Escrow Agent to complete the acquisition.  The escrow agent has received from the Sellers in his IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A. One Hundred Ten Thousand ($110,000.00) U.S. Dollars, for the benefit of the Registrant to be used to pay audit fees in the United States and Brazil for the benefit of the Registrant to bring the Registrant current in its filings with the U.S. Securities and Exchange Commission.  The Registrant and the Sellers agreed to use the services of a qualified accounting firm in Brazil and a PCAOB qualified auditing firm in the U.S. for those services.

Under both the Original and Amended Agreement, the Registrant has delivered to the Escrow Agent a note for Forty Thousand ($40,000.00) U.S. Dollars payable to the order of Elie Saltoun or his assign which note will be paid by the Registrant Ten Thousand ($10,000.00) U.S. Dollars per month by wire transfer to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A. for four (4) consecutive months, first payment due one month from the closing date (the Saltoun Note”). The Saltoun Note is secured by the Lexicon Shares held in escrow by the Escrow Agent.

Under both the Original and Amended Agreement, the Registrant has delivered to the Escrow Agent a note for Thirty Thousand ($30,000.00) U.S. Dollars payable to the order of Prime Atlas LLC or its assign which note will be paid Ten Thousand ($10,000.00) U.S. Dollars per month by wire transfer to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A. for three (3) consecutive months, first payment due one month after the Saltoun Note is paid off ”  The Atlas Note is secured by the Lexicon Shares held in escrow by the Escrow Agent.

The Registrant agreed to spin-off its existing subsidiaries United Oil Services, Inc., a Nevada corporation and Engepet Energy Enterprises, Inc., a Delaware corporation and any and all other existing assets and operations of the Registrant existence prior to the Agreement to Elie Saltoun or his assigns.  Under the Amended Agreement, Ten Thousand ($10,000) U.S. Dollars from the funds held by the escrow agent for the benefit of the Registrant will be paid to Nannarone Law Group, PC to pay the legal fees for the above spinoff.

Under the Amended Agreement, the parties agreed that any and all deposits, escrow amounts or accounts receivable, related to business conducted or actions undertaken by the Registrant prior to the Amended Agreement, if returned or paid to the Registrant after the Closing Date is the personal property of Elie Saltoun solely.

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SECTION 5 - CORPORATE GOVERNANCE MANAGEMENT

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

A Special Meeting of the directors of the Registrant was held on the 15th day of July, 2011 at 10 o’clock A.M.  At said meeting, the directors appointed Jerry Gruenbaum as the Registrant’s General Counsel and Corporate Secretary.

Jerry Gruenbaum has been admitted to practice law since 1979 and is a licensed attorney in various states including the State of Connecticut where he maintains his practice as a member of Sec Attorneys, LLC, specializing in Securities Law, Mergers and Acquisitions, Corporate Law, Tax Law, International Law and Franchise Law.  He is the CEO of First Union Securities, Inc., an SEC licensed, FINRA member brokerage firm where he maintains his Series 3, 4 ,7, 24, 27, 53, 63 and 65 licenses.  He is a former President and Chairman of the Board of Directors of various multinational publicly-traded companies with operations in Hong Kong and the Netherlands.  He worked for the tax departments of KPMG Peat Marwick LLP and Arthur Anderson & Co. and held a license as a Certified Public Accountant.  He has served as Compliance Director for CIGNA Securities, a division of CIGNA Insurance. He has lectured and taught at various Universities throughout the United States in the areas of Industrial and financial Accounting, taxation, business law, and investments.  Attorney Gruenbaum graduated with a B.S. degree from Brooklyn College - C.U.N.Y. Brooklyn, New York; has a M.S. degree in Accounting from Northeastern University Graduate School of Professional Accounting, Boston, Massachusetts; has a J.D. degree from Western New England College School of Law, Springfield, Massachusetts; and an LL.M. in Tax Law from the University of Miami School of Law, Coral Gables, Florida.

Item 5.03                      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

A Special Meeting of the directors of the Registrant was held on the 15th day of July, 2011 at 10 o’clock A.M.  At said meeting, the directors approved and amended the Registrant’s Bylaws to reflect the Registrant’s change of name from Lexicon United Incorporated to Accres Holding, Inc.  No other changes were made to the Bylaws.

The directors took notice that the Certificate of Amendment of Certificate of Incorporation filed by the Registrant’s Secretary with the Delaware Division of Corporations in Dover, Delaware on July 11, 2011 was officially recorded by the Delaware Division of Corporations on July 11, 2011 at 11:31am EST.

Item 5.05                      Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

A Special Meeting of the directors of the Registrant was held on the 15th day of July, 2011 at 10 o’clock A.M.  At said meeting, the directors approved, amended and expanded the Registrant’s Code of Ethics.

SECTION 8 – OTHER EVENTS

Item 8.01                      Other Events.

A Special Meeting of the directors of the Registrant was held on the 15th day of July, 2011 at 10 o’clock A.M.  At said meeting, the directors officially moved the Registrant’s corporate office from 4500 Steiner Ranch Blvd., Suite 1708, Austin, TX 78732 to 2 Corporate Drive, Suite 234, Shelton, CT 06484.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01                 Financial Statement and Exhibits.

Exhibit 3                 Bylaws of Accres Holding, Inc. dated July 13, 2011.

Exhibit 10.1            Amended Acquisition Agreement dated July 15, 2011.

Exhibit 10.2            Code of Ethics

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SIGNATURE

	ACCRES HOLDING, INC.
	(Registrant)
Date:  July 15, 2011	By: /s/ EDWARD MEIJERS
	Edward) Meijers
	Chief Executive Officer and
	Chairman of the Board
	(Duly Authorized Officer)

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EX-3.1

Exhibit 3 - Bylaws

BYLAWS

OF

ACCRES HOLDING CORP.

Adopted on July 13, 2011

ARTICLE I

OFFICES

SECTION 1.01.                              Registered Office.  The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle.

SECTION 1.02.                              Other Offices.  The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01.                              Place of Meeting.  All meetings of stockholders for the election of directors shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.02.                              Annual Meeting.  The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.03.                              Voting List.  The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice, or if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

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SECTION 2.04.                              Special Meeting.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board or by the President of the corporation or by the Board of Directors or by written order of a majority of the directors or shall be called by the President or the Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote.  Such request shall state the purposes of the proposed meeting.

The Chairman of the Board or the President of the corporation or directors so calling, or the stockholders so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 2.05.                              Notice of Meeting.  Written notice of the annual, and each special meeting of stockholders, stating the time, place, and purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat, not less than 10 nor more than 60 days before the meeting.

SECTION 2.06.                              Quorum.  The holders of a majority of the shares of the corporation's capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation.  Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the holders of a majority of the shares of the corporation's capital stock entitled to vote thereat, present in person or represented by proxy, whether or not a quorum is present, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 2.07.                              Voting.  When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares of the corporation's capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes, of the Certificate of Incorporation or of these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and filed with the Secretary of the corporation before, or at the time of, the meeting.

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SECTION 2.08.                              Consent of Stockholders.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provision of the statutes, the meeting and vote of stockholders may be dispensed with if all the stockholders who would have been  entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or on the written consent of the holders of shares of the corporation's capital stock having not less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.

SECTION 2.09.                              Voting of Stock of Certain Holders.  Shares of the corporation's capital stock standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine.  Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy.  Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary.  Shares standing in the name of a receiver may be voted by such receiver.  A stockholder whose shares are pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon.

SECTION 2.10.                              Treasury Stock.  The corporation shall not vote, directly or indirectly, shares of its own capital stock owned by it; and such shares shall not be counted in determining the total number of outstanding shares of the corporation's capital stock.

SECTION 2.11.                              Fixing Record Date.  The Board of Directors may fix in advance a date, which shall not be more than 60 days nor less than 10 days preceding the date of any meeting of stockholders, nor more than 60 days preceding the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining a consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

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ARTICLE III

BOARD OF DIRECTORS

SECTION 3.01.                              Powers.  The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

SECTION 3.02.                              Number, Election and Term. The number of directors that shall constitute the whole Board of Directors shall be not less than one.  Such number of directors shall from time to time be fixed and determined by the directors and shall be set forth in the notice of any meeting of stockholders held for the purpose of electing directors.  The directors shall be elected at the annual meeting of stockholders, except as provided in Section 3.03 or in the Certificate of Incorporation, and each director elected shall hold office until his successor shall be elected and shall qualify.  Directors need not be residents of Delaware or stockholders of the corporation.

SECTION 3.03.                              Vacancies, Additional Directors, and Removal from Office.  If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification, or removal from office of any director, or otherwise, or if any new directorship is created by an increase in the authorized number of directors, a majority of the directors then in office, though less than a quorum, or a sole remaining director, may choose a successor or fill the newly created directorship; and a director so chosen shall hold office until the next applicable  election and until his successor shall be duly elected and shall qualify, unless sooner displaced. Any director may be removed either for or without cause at any special meeting of stockholders duly called and held for such purpose.

SECTION 3.04.                              Regular Meeting.  A regular meeting of the Board of Directors shall be held each year, without other notice than this bylaw, at the place of, and immediately following, the annual meeting of stockholders; and other regular meetings of the Board of Directors shall be held each year, at such time and place as the Board of Directors may provide, by resolution, either within or without the State of Delaware, without other notice than such resolution.

SECTION 3.05.                              Special Meeting.  A special meeting of the Board of Directors may be called by the Chairman of the Board of Directors or by the President of the corporation and shall be called by the Secretary on the written request of any two directors.  The Chairman or President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

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SECTION 3.06.                              Notice of Special Meeting.  Written notice of special meetings of the Board of Directors shall be given to each director at least 48 hours prior to the time of such meeting.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except that notice shall be given of any proposed amendment to the bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.

SECTION 3.07.                              Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.08.                              Action Without Meeting.  Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

SECTION 3.09.                              Compensation.  Directors, as such, shall not be entitled to any stated salary for their services unless voted by the stockholders or the Board of Directors; but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors or any meeting of a committee of directors.  No provision of these bylaws shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

COMMITTEE OF DIRECTORS

SECTION 4.01.                              Designation, Powers and Name. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, including, if they shall so determine, an Executive Committee, each such committee to consist of two or more of the directors of the corporation.  The committee

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shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the corporation as may be provided in such resolution.  The committee may authorize the seal of the corporation to be affixed to all papers that may require it.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.  In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Such committee or committees shall have such name or names and such limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 4.02.                              Minutes.  Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

SECTION 4.03.                              Compensation.  Members of special or standing committees may be allowed compensation for attending committee meetings, if the Board of Directors shall so determine.

ARTICLE V

NOTICE

SECTION 5.01.                              Methods of Giving Notice.  Whenever under the provisions of applicable statutes, the Certificate of Incorporation or these bylaws, notice is required to be given to any director, member of any committee, or stockholder, such notice shall be in writing and delivered personally or mailed to such director, member, or stockholder; provided that in the case of a director or a member of any committee such notice may be given orally or by telephone or facsimile.  If mailed, notice to a director, member of a committee, or stockholder shall be deemed to be given when deposited in the United States mail first class in a sealed envelope, with postage thereon prepaid, addressed, in the case of a stockholder, to the stockholder at the stockholder's address as it appears on the records of the corporation or, in the case of a director or a member of a committee, to such person at his business address.

SECTION  5.02.                              Written Waiver.  Whenever any notice is required to be given under the provisions of an applicable statute, the Certificate of Incorporation, or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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ARTICLE VI

OFFICERS

SECTION  6.01.                              Officers.  The officers of the corporation shall be a Chairman and a Vice Chairman (if such offices are created by the Board), a President, one or more Vice Presidents, any one or more of which may be designated Executive Vice President or Senior Vice President, a Secretary and a Treasurer.  The Board of Directors may appoint such other officers and agents, including Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers, in each case as the Board of Directors shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board.  Any two or more offices may be held by the same person. No officer shall execute, acknowledge, verify or countersign any instrument on behalf of the corporation in more than one capacity, if such instrument is required by law, by these bylaws or by any act of the corporation to be executed, acknowledged, verified, or countersigned by two or more officers.  The Chairman and Vice Chairman of the Board shall be elected from among the directors.  With the foregoing exceptions, none of the other officers need be a director, and none of the officers need be a stockholder of the corporation.

SECTION 6.02.                              Election and Term of Office.  The officers of the corporation shall be elected annually by the Board of Directors at its first meeting held after the annual meeting of stockholders or as soon thereafter as conveniently possible.  Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal, or until he shall cease to be a director in the case of the Chairman and the Vice Chairman.

SECTION 6.03.                              Removal and Resignation.  Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed.  Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04.                              Vacancies.  Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6.05.                              Salaries.  The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors or pursuant to its direction; and no officer shall be prevented from receiving such salary by reason of his also being a director.

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SECTION 6.06.                              Chairman of the Board. The Chairman of the Board (if such office is created by the Board) shall preside at all meetings of the Board of Directors and of the stockholders of the corporation.  The Chairman of the Board shall formulate and submit to the Board of Directors or the Executive Committee matters of general policy for the corporation and shall  perform such other duties as usually appertain to the office or as may be prescribed by the Board of Directors or the Executive Committee.

SECTION 6.07.                              Vice Chairman.  The Vice Chairman (if such office is created by the Board) shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board.  The Vice Chairman shall perform such other duties as from time to time may be prescribed by the Board of Directors or the Executive Committee or assigned by the Chairman of the Board.

SECTION 6.08.                              President.  The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control the business and affairs of the corporation.  In the absence of the Chairman of the Board or the Vice Chairman (if such offices are created by the Board), the President shall preside at all meetings of the Board of Directors and of the stockholders.  He may also preside at any such meeting attended by the Chairman of the Board or Vice Chairman if he is so designated by the Chairman of the Board, or in the Chairman of the Board's absence by the Vice Chairman.  He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors.  The President shall keep the Board of Directors and the Executive Committee fully informed and shall consult them concerning the business of the corporation.

He may sign with the Secretary or any other officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by these bylaws or by the Board of Directors to some other officer or agent of the corporation, or shall be required by law to be otherwise executed.  He shall vote, or give a proxy to any other officer of the corporation to vote, all shares of stock of any other corporation standing in the name of the corporation and in general he shall perform all other duties normally incident to the office of President and such other duties as may be prescribed by the stockholders, the Board of Directors, or the Executive Committee from time to time.

SECTION 6.09.                              Vice Presidents.  In the absence of the President, or in the event of his inability or refusal to act, the Executive Vice President (or in the event there shall be no Vice President designated Executive Vice President, any Vice President designated by the Board) shall perform the duties and exercise the powers of the President.  Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation.  The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President, the Board of Directors or the Executive Committee.

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SECTION 6.10.                              Secretary.  The Secretary shall (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the corporate records and of the seal of the corporation, and see that the seal of the corporation or a facsimile thereof is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (d) keep or cause to be kept a register of the post office address of each stockholder which shall be furnished by such stockholder; (e) sign with the President, or an Executive Vice President or Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties normally incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.11.                              Treasurer.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine.  He shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Section 7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at each regular meeting of the Board of Directors, at each annual meeting of the stockholders, and at such other times as may be required by the Board of Directors, the President or the Executive Committee, a statement of financial condition of the corporation in such detail as may be required; and (d) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.12.                              Assistant Secretary and Treasurer.  The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President, the Board of Directors, or the Executive Committee.  The Assistant Secretaries and Assistant Treasurers shall, in the absence of the Secretary or Treasurer, respectively, perform all functions and duties which such absent officers may delegate, but such delegation shall not relieve the absent officer from the responsibilities and liabilities of his office.  The Assistant Secretaries may sign, with the President or a Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the Board of Directors.  The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

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ARTICLE VII

CONTRACTS, CHECKS AND DEPOSITS

SECTION 7.01.                              Contracts.  Subject to the provisions of Section 6.01, the Board of Directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 7.02.                              Checks.  All checks, demands, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation, and in such manner, as shall be determined by the Board of Directors.

SECTION  7.03.                              Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VIII

CERTIFICATES OF STOCK

SECTION 8.01.                              Issuance.  Each stockholder of this corporation shall be entitled to a certificate or certificates showing the number of shares of capital stock registered in his name on the books of the corporation.  The certificates shall be in such form as may be determined by the Board of Directors, shall be issued in numerical order and shall be entered in the books of the corporation as they are issued.  They shall exhibit the holder's name and number of shares and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary.  If any certificate is countersigned (1) by a transfer agent other than the corporation or any employee of the corporation, or (2) by a registrar other than the corporation or any employee of the corporation, any other signature on the certificate may be a facsimile.  If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences, and relative participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of stock; provided that, except as otherwise provided by statute, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof  and the qualifications, limitations, or restrictions of such preferences and rights.  All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, stolen, destroyed, or

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mutilated certificate a new one may be issued therefor upon such terms and with such indemnity,  if any,  to the corporation as the Board of Directors may prescribe.  Certificates shall not be issued representing fractional shares of stock.

SECTION 8.02.                              Lost Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require (1) the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require, (2) such owner to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate or certificates alleged to have been lost, stolen, or destroyed, or (3) both.

SECTION  8.03.                              Transfers.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.  Transfers of shares shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney and filed with the Secretary of the corporation or the Transfer Agent.

SECTION  8.04.                              Registered Stockholders.  The corporation shall be entitled to treat the holder of record of any share or shares of the corporation's capital stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE IX

DIVIDENDS

SECTION 9.01.                              Declaration.  Dividends with respect to the shares of the corporation's capital stock, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law.  Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Certificate of Incorporation.

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SECTION 9.02.                              Reserve.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

INDEMNIFICATION

SECTION 10.01.Third Party Actions.  The corporation shall indemnify any director or officer of the corporation, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 10.02.Actions by or in the Right of the Corporation.  The corporation shall indemnify any director or officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation  to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall

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determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably  entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

SECTION 10.03.Mandatory Indemnification.  To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action,  suit, or proceeding referred to in Sections 10.01 and 10.02, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

SECTION 10.04.Determination of Conduct.  Any indemnification under Section 10.01 or 10.02 of this Article X (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 10.01 or 10.02 of this Article X.  Such determination shall be made (a) by a majority vote of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (b) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (c) by the stockholders.

SECTION  10.05.Payment of Expenses in Advance.  Expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article X.

SECTION  10.06.Indemnity Not Exclusive.  The indemnification and advancement of expenses provided or granted hereunder shall not be deemed exclusive  of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of  Incorporation, any other bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, both as to action  in his official capacity and as to action in another capacity while holding such office.

SECTION 10.07.Definitions. For purposes of this Article X:

(a)"the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued;

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(b)           "other enterprises" shall include employee benefit plans;

(c)           "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan;

(d)           "serving at the request of the corporation" shall include any service as a director, officer, employee, or agent of the corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and

(e)           a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article X.

SECTION 10.08.Continuation of Indemnity.  The indemnification and advancement of expenses provided or granted hereunder shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE XI

MISCELLANEOUS

SECTION 11.01.Seal.  The corporate seal, if one is authorized by the Board of Directors, shall have inscribed thereon the name of the corporation, and the words "Corporate Seal, Delaware."  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 11.02.Books.  The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at the offices of the corporation, or at such other place or places as may be designated from time to time by the Board of Directors.

ARTICLE XII

AMENDMENT

These bylaws may be altered, amended, or repealed by a majority of the number of directors then constituting the Board of Directors at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment, or repeal be contained in the notice of such special meeting.

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Certification

These Bylaws were adopted by resolution of the Board of Directors of the Corporation on this 13th day of July, 2011.

/s/ Edward Meijers

Edward Meijers

Chairman of the Board

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EX-10.1

Exhibit 10 - Amended Acquisition Agreement

AMENDMENT AND RESTATEMENT OF

THE ACQUISITION AGREEMENT

This Amendment and Restatement to the Acquisition Agreement, dated the 11th day of July, 2011, is made this 15th day of July, 2011 among:

Lexicon United Incorporated

64-10 Alderton Street

Rego Park, New York 11374

a Delaware corporation

("Lexicon")

and

Accres Global AG

Oberneuhohstrasse 6

6340 Baar, Zug, Switzerland

a Swiss corporation

("Accres")

and

Elie Saltoun

Rue Rodolfo Dantas 16

Copacabana, Rio de Janiero, 22020-040

a Brazilian Citizen

("Satoun")

and

Vela heleen Holding GMBH and

Oberneuhohstrasse 6

6340 Baar, Zug, Switzerland

and

Zug Investment Group AG

c/o Prisma Treuhand und Revisions AG

6300 Zug, Switzerland

Both Swiss corporations

(thr "Sellers")

and

Jerry Gruenbaum, Esquire

SEC ATTORNEYS, LLC

Two Corporate Drive, Suite 234

Shelton, Connecticut 06484

A Connecticut licensed attorney

(the "Escrow Agent")

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WHEREAS;

A.           Lexicon, directly and through one or more subsidiaries, intends to engage in the trade in rough and polished diamonds.

B.Accres, is engaged in the trade in rough and polished diamonds.  Accres has a unilateral, non-negotiable contract with Accres Mineral Trading BVBA, based in the diamonds city of Antwerp and with Mostland International FZC, based in Dubai, the United Arab Emirates.

C.           The parties hereto deem it to be in the best interest of each of them that Lexicon purchase 100 percent of the issued and outstanding capital stock of Accres for a majority controlling interest in Lexicon, and generally succeed to the business of Accres, all pursuant to such terms, provisions and conditions as the parties hereto shall agree.

D.           The parties hereto wish to amend and restate the Acquisition Agreement herein.

NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises and of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:

A.           PURCHASE AND PAYMENT

1.           Purchase and Sale of Stock.

1.1           Lexicon agrees to purchase from Seller and Seller agrees to sell, assign, transfer and deliver to Lexicon 100 shares of Accres which represents 100 percent of the issued and outstanding stock of Accres all of which are owned by Sellers, 50 shares by Zug Investment Group AG and 50 shares by Vela Heleen Holding GMBH (collectively, the "Stock").

1.2           The purchase and payment for the Stock by Lexicon shall take place at the time and in the manner hereinafter provided, and the sale, assignment, transfer and delivery of the Stock by Sellers, shall take place on the Closing Date at the Closing, as those terms are hereinafter defined, subject to the fulfillment of the conditions hereinafter provided.

2.           Purchase Price.

2.1           Lexicon will deliver to Escrow Agent at closing Eight Million Eight Hundred Seventy Five Thousand Twenty One (8,875,021) Preferred Shares of Lexicon (the "Lexicon Shares"), each Preferred Shares is convertible and shall have the voting power equal to ten Common Shares of Lexicon in accordance with Exhibit A attached herein.

2.2           Accres has wired to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A., ABA number 021100361, Account number 508500705465 One Hundred Ten Thousand ($110,000.00) U.S. Dollars, for the benefit of Lexicon to be used to pay audit fees in the United States and Brazil for Lexicon to bring Lexicon current in its filings with the U.S. Securities and Exchange Commission and for a portion of the fees required to complete the spinoffs discussed in Section E.1. below (the “Spinoff Fee”).  The parties agree to use the services of a qualified accounting firm in Brazil and  a PCAOB qualified auditing firm in the U.S. reasonably agreed upon by the parties for those services.  The Spinoff Fee shall be Ten Thousand U.S. Dollars ($10,000) and shall be paid from the aforementioned Escrow Agent’s IOLTA-Lawyers Trust Account directly to Nannarone Law Group, PC, by wire to First Republic Bank, ABA number 321081669, Account number 800-00534058.  The Spinoff Fee shall be paid to Nannarone Law Group, PC on or before the Closing Date.

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2.3           Accres will deliver to the escrow agent at closing a note for Thirty Thousand ($30,000.00) U.S. Dollars payable to the order of Saltoun or his assign which note shall be paid Ten Thousand ($10,000.00) U.S. Dollars per month by wire transfer to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A., ABA number 021100361, Account number 508500705465 for three (3) consecutive months, first payment due one month from the Closing Date (the “Saltoun Note”) a copy of which is attached as Exhibit B.  The Escrow Agent shall disburse the funds by wire to the Saltoun Note holder according to instructions from the Note holder within 48 hours of receipt in his Trust Account.  The Saltoun Note is secured by the Lexicon Shares held in escrow by the Escrow Agent in accordance with Paragraph 2.1 above.

2.4           Accres will deliver to the escrow agent at closing a note for Thirty Thousand ($30,000.00) U.S. Dollars payable to the order of Prime Atlas LLC or its assign which note shall be paid Ten Thousand ($10,000.00) U.S. Dollars per month by wire transfer to the Escrow Agent’s IOLTA-Lawyers Trust Account with JPMorgan Chase Bank, N.A., ABA number 021100361, Account number 508500705465 for three (3) consecutive months, first payment due one month after the Saltoun Note is paid off (the “Atlas Note”) ”) a copy of which is attached as Exhibit C.  .  The Escrow Agent shall disburse the funds by wire to the Atlas Note holder according to instructions from the Note holder within 48 hours of receipt in his Trust Account.  The Atlas Note is secured by the Lexicon Shares held in escrow by the Escrow Agent in accordance with Paragraph 2.1 above.

B.           ESCROW AGENT

1.           Appointment of Escrow Agent.

Lexicon, Accres and Sellers do hereby appoint Jerry Gruenbaum Esq. the Escrow Agent to act in accordance with and subject to the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to the terms hereof (the “Escrow Appointment”).

2.           Terms.

This Escrow Appointment shall terminate upon the payment by Accres of the Saltoun and Atlas Notes and the release and delivery by the Escrow Agent of the Lexicon Shares in accordance with Exhibit A attached herein.  Escrow Agent shall be relieved of all liability and responsibility hereunder, upon the payment from his Trust Account of the Saltoun and Atlas Notes and the subsequent release and delivery by the Escrow Agent of the Lexicon Shares pursuant to the terms hereof.

3.           Duties of Escrow Agent.

3.1           The Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be take nor omitted, in good faith and in the exercise of its own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Escrow Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.

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3.2           The Escrow Agent shall not be responsible for the sufficiency or accuracy, the form of, or the execution, validity, value or genuineness of, any document or property received, held or delivered by it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement thereon, or for any description therein, nor shall the Escrow Agent be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document or property paid or delivered by the Escrow Agent pursuant to the provisions hereof.  In no event shall the Escrow Agent be liable with regard to the financial stability of any banking institution with which it deposits such funds.

3.3           The Escrow Agent shall have the right to assume, in the absence of written notice to the contrary from the proper person or persons, that a fact or an event by reason of which an action would or might be taken by the Escrow Agent does not exist or has not occurred, without incurring liability for any action taken or omitted, in good faith and in the exercise of its own best judgment, in reliance upon such assumption.

3.4           From time to time on and after the date hereof, Accres, Lexicon and Sellers shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably request (it being understood that the Escrow Agent shall have no obligation to make any such request) to carry out more effectively the provisions and purposes of this Escrow Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

C.           REPRESENTATIONS AND WARRANTIES OF SELLERS AND ACCRES

Sellers and Accres hereby represent and warrant to Lexicon that, as of the date hereof, the following statements are true and correct, except as to statements in Sections C.2 and C.3 which are made only by Sellers who own the Stock with respect to which the statement is made.

1.           Corporate Status.

Accres is (a) duly organized, validly existing and in good standing under the laws of Switzerland; (b) has full corporate power to own all of its properties and carry on its business as it is now being conducted; and (c) is qualified to do business in each of the jurisdictions in which it operates and the character of the properties owned by Accres or the nature of the business transacted by Accres does not make qualification necessary in any other jurisdiction or jurisdictions.

2.           Authority to Sell.

Sellers have full right, power and authority to sell, transfer and deliver the Stock owned by such Seller to Lexicon in accordance with the terms of this Agreement, and otherwise to consummate and close the transaction provided for in this Agreement in the manner and upon the terms herein specified.

3.           Ownership of Stock.

All of the Stock of Accres is owned by Vela Heleen A.G. and Zug Investment Group A.G.  Sellers hold such Stock free and clear of all liens, claims, debts, encumbrances and assessments, and any and all restrictions as to sale, assignment or transferability thereof.  Sellers have full right, power and authority to sell, transfer and deliver all of the shares of Stock owned by said Seller and the certificates therefor, sold hereunder, to Lexicon in accordance with the terms of this Agreement, and otherwise to consummate and close the transaction provided for in this Agreement in the manner and upon the terms herein specified.

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4.           Deposits, Escrow Amounts and Accounts Receivable.

Sellers and Accres hereby acknowledge that any and all deposits, escrow amounts or accounts receivable, related to business conducted or actions undertaken by Lexicon prior to the Closing Date, which is returned or paid to Lexicon after the Closing Date is the personal property of Saltoun solely.

D           REPRESENTATIONS AND WARRANTIES OF LEXICON

Lexicon hereby warrants and represents to Sellers and Accres that, as of the date hereof, the following statements are true and correct.

1.           Corporate Status.

Lexicon is a duly organized, validly existing and in good standing under the laws of the State of Delaware.

2.           Assets and Liabilities.

At closing Lexicon shall have no assets and no liabilities other those owed to Meyler & Co., Lexicon’s public auditors, and other than those disclosed on Exhibit D, attached hereto and incorporated herein by reference.

3.           Capital Structure.

Lexicon (a) is authorized by its charter and applicable law to issue Forty Million (40,000,000) Common Stock, $0.001 par value of which Nine Million Eight Hundred Sixty One Thousand One Hundred Thirty Four (9,861,134) Common Stock $0.001 par value are issued and outstanding among Eighty Three (83) shareholders all of which such shares are fully paid and non-assessable; (b) is authorized by its charter and applicable law to issue Ten Million (10,000,000) Preferred Stock, $0.001 par value of which none are issued and outstanding; (c) does not have authorized, issued or outstanding any subscription, option, warrant, conversion or other rights to the issuance or receipt of shares of its capital stock except as set forth herein; (d) has all voting rights vested exclusively in the presently issued and outstanding capital stock; and (e) has outstanding no bonds, debentures or other similar evidences of indebtedness.

4.           Authority to Issue Preferred Shares.

Lexicon have full right, power and authority from a majority of its shareholders and from its Board of Directors to sell, transfer and deliver Preferred Stock to the Sellers which has the right to convert and to vote each Preferred Shares for ten Common Stock in accordance with paragraph 2.1 above.

5.           Litigation.

Lexicon is not a party to any pending or to its knowledge threatened suit, action, proceeding, prosecution or litigation nor to the knowledge of Lexicon is there any threatened or pending governmental investigation involving Lexicon or any of its operations, including inquiries, citations or complaints by any federal, state or local administration or agency.

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6.           Truth of Representation.

No representation by Lexicon made in this Agreement and no statement made in any certificate or schedule furnished in connection with the transaction herein contemplated contains or will contain any knowingly untrue statement of a material fact or knowingly omits or will omit to state any material fact reasonably necessary to make any such representation or any such statement not misleading to a prospective purchaser of the Stock.

E.           COVENANTS AND CONDITIONS PRECEDENT TO CLOSING

All obligations under this Agreement are subject to the fulfillment of each of the following conditions, in addition to the fulfillment of any and all other conditions set forth in this Agreement:

1.           Spinoff of all existing businesses.

Lexicon shall spinoff its subsidiaries United Oil Services, Inc., a Nevada corporation and Engepet Energy Enterprises, Inc., a Delaware corporation at the partial expense of Accres (as discussed in Section A.2.2.) and any and all other existing assets and operations of Lexicon immediately after closing to Saltoun or his assigns. The Spinoff Fees are to be paid to Nannarone Law Group, PC on or prior to the Closing Date, as discussed in Section A.2.2. above.

2.           Corporate Action.

Prior to the Closing Date, the Board of Directors of the Lexicon shall have duly adopted resolutions to the same effect with respect to the aforesaid matters.

3.           Directors and Executive Officers.

At Closing, Saltoun shall resign, and Edward Meijers shall be elected to the Board of Directors and serve as its Chief Executive Officer and Richard Fokker shall be elected to the Board of Directors and serve as its Chief Financial Officer.

F.           CLOSING

The closing under this Agreement (the "Closing") and all deliveries hereunder shall take place at the office of the SEC Attorneys, Two Corporate Drive, Suite 234, Shelton, CT 06484, on July 15, 2011 or such other date as shall be agreed upon by all the parties (the “Closing Date").

G.           POST CLOSING PROVSIONS

After Closing in accordance with Paragraph F above, Lexicon will do the following:

1.           Audits.

After closing Lexicon will engage an auditor in Brazil and Meyler & Co. to complete the December 31, 2010 audit and reviews for March 31, 2011 and June 30, 2011.

2.           SEC Filings.

After closing Lexicon will notify the U.S. Securities and Exchange Commission (the “SEC”) of its intention to withdraw its notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934, and file all missing SEC reports as soon as the audits in Paragraph G.1 are complete.

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3.           Delaware Filings.

After closing Lexicon will change its name to Accres Holding, Inc. and notify the State of Delaware of the change in name and increase the authorized Common Stock to Two Hundred Million (200,000,000) Common Stock $0.001 par value.

4.           Conversion.

After filing with the State of Delaware in accordance with Paragraph G.3, Sellers will convert their Eight Million Eight Hundred Seventy Five Thousand Twenty One (8,875,021) Preferred Shares of Lexicon to Eighty Eight Million Seven Hundred Fifty Thousand Two Hundred Ten (88,750,210)  Common Shares of Lexicon.

5.           FINRA Filings.

After compliance with Paragraphs G.1, G.2, G.3 and G.4 above, and after obtaining a new Symbol from FINRA, Lexicon shall file a Form 15c-211 to become trading on the OTC Bulletin Board.

6.           Deposits, Escrow Accounts and Accounts Receivable.

Any and all deposits, escrow amounts or accounts receivable, related to business conducted or actions undertaken by Lexicon prior to the Closing Date, which is returned or paid to Lexicon or Accres Holding, Inc. after the Closing Date shall immediately be delivered by Lexicon or Accres Holding, Inc., as applicable, to Saltoun.

7.           INDEMNIFICATION

Saltoun shall indemnify and hold Lexicon and its affiliates harmless from and against any and all fees or liabilities related to services provided or purported to have been provided by the Law Offices of Robert Denier and the Nannarone Law Group to Lexicon.  Saltoun shall have the right to negotiate a settlement of the fees claimed by the Law Offices of Robert Denier and the Nannarone Law Group.

G.           GENERAL PROVISIONS

1.           Survival of Representations, Warranties and Covenants.

Unless otherwise expressly provided herein, the representations, warranties, covenants, indemnities and other agreements herein contained shall be deemed to be continuing and shall survive the consummation of the transactions contemplated by this Agreement.

2.           Diligence.

The parties hereto agree that each shall with reasonable diligence proceed to take all action which may be reasonably required to consummate the transaction herein contemplated.

3.           Waivers.

Each party hereto may:

3.1           Extend the time for performance of any of the obligations of the other party;

3.2           Waive in writing any inaccuracies in representations and warranties made to it contained in this Agreement or any schedule hereto or any certificate or certificates delivered by any of the other parties pursuant to this Agreement; and

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3.3           Waive in writing the failure of performance of any of the agreements, covenants, obligations or conditions of the other parties herein set forth, or alternatively terminate this Agreement for such failure.

4.           Non-Waiver.

The waiver by any party hereto of any breach, default, inaccuracy or failure by another party with respect to any provision in this Agreement or any schedule hereto shall not operate or be construed as a waiver of any other provision thereof or of any subsequent breach thereof.

5.           Further Assurances.

Each party hereto agrees to execute such further documents or instruments, requested by the other party, as may be reasonably necessary or desirable to effect the purposes of this Agreement and to carry out its provisions, at the expense of the party requesting the same.

6.           Entire Agreement.

This Agreement constitutes a complete statement of all the arrangements, understandings and agreements between the parties, and all prior memoranda and oral understandings with respect thereto are merged in this Agreement. There are no representations, warranties, covenants, conditions or other agreements among the parties except as herein specifically set forth, and none of the parties hereto shall rely on any statement by or on behalf of the other parties which is not contained in this Agreement.

7.           Governing Law.

Irrespective of the place of execution or performance of this Agreement, it shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in the State of Delaware, and cannot be changed, modified, amended or terminated except in writing, signed by the parties hereto.

8.           Benefit and Assignability.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns, provided, however, that this Agreement cannot be assigned by any party except by or with the written consent of the others.  Nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person, firm or corporation other than the parties hereto and their respective legal representatives, successors and assigns any rights or benefits under or by reason of this Agreement.

9.           Approval of Counsel.

The form of all legal proceedings and of all papers and documents used or delivered hereunder, shall be subject to the approval of counsels to Lexicon, Accres and Sellers.

10.           Costs.

Accres shall bear its own costs and expenses of the transaction.  The costs and expenses of Sellers in connection with this Agreement and the transactions contemplated hereby shall be borne and paid by Sellers.

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11.           Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

12.           Notices.

Any notices and other communications under this Agreement shall be in writing and shall be considered given if delivered personally or mailed by certified mail to the party, for whom such notice is intended, at the address indicated at the outset hereof (or at such other address as such party may specify by notice to the other parties hereto).

13.           Headings.

The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

14.           Further Action.

Any further action required or permitted to be taken under this Agreement, including giving notices, executing documents, waiving conditions, and agreeing to amendments or modifications, may be taken on behalf of a party by its Board of Directors, its President or any other person designated by its Board of Directors, and when so taken shall be deemed the action of such party.

(THE BALANCE OF THIS PAGE LEFT INTENTIONALLY BLANK)

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IN WITNESS WHEREOF, the parties hereto have respectively executed this Agreement the day and year first above written.

LEXICON

Lexicon United Incorporation

By: _/s/Elie Saltoun_____________________

Elie Saltoun, Chief Executive Officer

SALTOUN

By: _/s/Elie Saltoun_____________________

Elie Saltoun

SELLERS

Zug Investment Group AG

By:_/s/J.M. Erkelens_____________________

J.M. Erkelens, Managing Director

Vela Heleen Holding GMBH

By: _/s/Richard Fokker___________________

M. C. (Richard) Fokker, Managing Director

ACCRES

Accres Global AG

By:_/s/Richard Fokker___________________

M. C. (Richard) Fokker, Managing Director

ESCROW AGENT

By:_/s/Jerry Gruenbaum__________________

Jerry Gruenbaum, Esquire

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Exhibit A

Shareholders	Lexicon Shares
Vela Heleen Holding GMBH	4,437,511
Zug Invesment Group AG	4.437,510

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Exhibit B

FORM OF PROMISSORY NOTE

July 14, 2011

FOR VALUE RECEIVED, ACCRES GLOBAL AG, a Swiss corporation located at the address stated below (“Borrower”), promises to pay to the order of ELIE SALTOUN or any subsequent holder hereof (“Holder”), the principal sum of Thirty Thousand and 00/100 Dollars ($30,000.00).

This Promissory Note is issued pursuant to Paragraph 2.3 of a certain Amended Acquisition Agreement executed on July 15, 2011 (the “Agreement”), and supersedes the Note executed on July 11, 2011 and is entitled to the benefit and security referred to therein, to which reference is hereby made for a statement of all of the terms and conditions under which the loans evidenced hereby were made.  The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Agreement.  The terms of the Agreement are hereby incorporated herein by reference.

All payments shall be applied in accordance with the Agreement.  The acceptance by Holder of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of Holder’s right to receive payment in full at such time or at any prior or subsequent time. All amounts due hereunder are payable in the lawful currency of the United States of America.  This Note is secured by the Lexicon Shares as provided in Paragraph 2.3 of the Agreement.  Reference is hereby made to the Agreement for a description of the Lexicon Shares, the nature and extent of the security interest, the terms and conditions upon which the security interest was granted and the rights of the holder of the Note in respect thereof.

Time is of the essence hereof.  If the Holder does not receive from Borrower payment in full of any Scheduled Payment under this Note within 10 days after its due date, Borrower agrees to pay a five (5%) percent late fee.  Such late fee will be immediately due and payable, and is in addition to any other costs, fees and expenses that Borrower may owe as a result of such late payment.  This Note may be voluntarily prepaid at any time.  In the event Holder does not receive from Borrower payment in full of any Scheduled Payment or any other sum due under this Note within 30 days after its due date, this Note will be considered in default and Holder shall be entitled to sell the Lexicon Shares held by Escrow Agent in accordance with the Agreement to pay said note including all expenses incurred in collection, including reasonable out-of-pocket attorneys’ fees and expenses.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

No variation or modification of this Note, or any waiver of any of its provisions or conditions, shall be valid unless such variation or modification is agreed to all parties to the Agreement.  Any such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

IN WITNESS WHEREOF, Borrower has duly executed this Note as of the date first above written.

ACCRES GLOBAL AG

By:  /s/Richard Fokker

Name:  M.C. (Richard) Fokker

Address: Oberneuhohstrasse 6, 6340 Baar, Switzerland

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Exhibit C

FORM OF PROMISSORY NOTE

July 14, 2011

FOR VALUE RECEIVED, ACCRES GLOBAL AG, a Swiss corporation located at the address stated below (“Borrower”), promises to pay to the order of PRIME ATLAS LLC or any subsequent holder hereof (“Holder”), the principal sum of Thirty Thousand and 00/100 Dollars ($30,000.00).

This Promissory Note is issued pursuant to Paragraph 2.4 of a certain Amended Acquisition Agreement dated as of July 15, 2011 (the “Agreement”), and supersedes the Note executed on July 11, 2011 and is entitled to the benefit and security referred to therein, to which reference is hereby made for a statement of all of the terms and conditions under which the loans evidenced hereby were made.  The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Agreement.  The terms of the Agreement are hereby incorporated herein by reference.

All payments shall be applied in accordance with the Agreement.  The acceptance by Holder of any payment which is less than payment in full of all amounts due and owing at such time shall not constitute a waiver of Holder’s right to receive payment in full at such time or at any prior or subsequent time.  All amounts due hereunder are payable in the lawful currency of the United States of America.  This Note is secured by the Lexicon Shares as provided in Paragraph 2.4 of the Agreement.  Reference is hereby made to the Agreement for a description of the Lexicon Shares, the nature and extent of the security interest, the terms and conditions upon which the security interest was granted and the rights of the holder of the Note in respect thereof.

Time is of the essence hereof.  If the Holder does not receive from Borrower payment in full of any Scheduled Payment under this Note within 10 days after its due date, Borrower agrees to pay a five (5%) percent late fee.  Such late fee will be immediately due and payable, and is in addition to any other costs, fees and expenses that Borrower may owe as a result of such late payment.  This Note may be voluntarily prepaid at any time.  In the event Holder does not receive from Borrower payment in full of any Scheduled Payment or any other sum due under this Note within 30 days after its due date, this Note will be considered in default and Holder shall be entitled to sell the Lexicon Shares held by Escrow Agent in accordance with the Agreement to pay said note including all expenses incurred in collection, including reasonable out-of-pocket attorneys’ fees and expenses.

THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE.

No variation or modification of this Note, or any waiver of any of its provisions or conditions, shall be valid unless such variation or modification is agreed to all parties to the Agreement.  Any such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.

IN WITNESS WHEREOF, Borrower has duly executed this Note as of the date first above written.

ACCRES GLOBAL AG

By:  /s/Richard Fokker

Name:  M.C. (Richard) Fokker  

Address: Oberneuhohstrasse 6, 6340 Baar, Switzerland

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Exhibit D

ASSETS AND LIABILITIES

Broadridge	$	593.12
Chase Card Services		10,200.00
Continental Stock Transfer & Trust Co.		6,331.23
CSC Corporation Service Company		626.00
Nannarone Law Group		1,000.00
Vintage Filing LLC		1,869.00
Total Unpaid Bills	$	23,619.35

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EX-10.2

Exhibit 10.2 Code of Ethics

CODE OF ETHICS FOR THE

PRINCIPAL EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

OF

ACCRES HOLDING, INC.

Adopted July 13, 2011

Acres Holding, Inc., (the "Company"), is committed to conducting business in compliance with all applicable laws and regulations and in accordance with high standards of business conduct. The Company strives to maintain the highest standards of accuracy, completeness and disclosure in its financial dealings, records and reports on behalf of its shareholders. These standards serve as the basis for managing the Company's business, for meeting its duties to its shareholders and for maintaining compliance with financial reporting requirements. Accordingly, the Company has adopted this Code of Ethics for its principal executive officer and senior financial officers (the "Code of Ethics").

Each of the Company's senior financial officers (including the Company's principal financial officer and its principal accounting officer or controller) must comply with and advocate the following principles and responsibilities, and the Company's Chief Executive Officer, in his or her capacity as the principal executive officer to whom all senior financial officers ultimately report, will promote and support this Code of Ethics and comply with the following principles:

·   Act with honesty, integrity and in an ethical manner.

·   Promptly disclose to the Company's chief legal officer, General Counsel, or the Chairman of the Board of Directors, any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest between such officer's personal and professional relationships.

·   Respect and maintain the confidentiality of information acquired in the course of his or her work, except when authorized or otherwise legally obligated to disclose such information, and not use confidential information acquired in the course of his or her work for personal advantage.

·   Promote ethical behavior in the work environment.

·   Responsibly use and control all assets and resources employed by or entrusted to him or her.

·   Ensure that accounting entries are promptly and accurately recorded and properly documented and that no accounting entry intentionally distorts or disguises the true nature of any business transaction.

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·   Prohibit the establishment of any undisclosed or unrecorded funds or assets for any purpose and provide for the proper and prompt recording of all disbursements of funds and all receipts.

·   Maintain books and records that fairly and accurately reflect the business transactions of the Company.

·   Devise, implement, maintain and monitor internal controls sufficient to assure that financial record-keeping objectives are met.

·   Comply with generally accepted accounting standards and practices, rules, regulations and controls.

·   Perform responsibilities with a view to causing the Company's public communications, including periodic and other reports filed by the Company with the Securities and Exchange Commission, to be made on a timely basis with appropriate disclosure(s).

·   Sign only those reports and other documents, including filings with the Securities and Exchange Commission that he or she believes to be accurate and truthful.

·   Not make, or tolerate to be made, false statements or entries for any purpose in the books and records of the Company or in any internal or external correspondence, memoranda or communication of any type, including telephone or electronic communications.

·   Comply, as appropriate and with the advice of counsel (as necessary), with rules, laws, and regulations of U.S. federal, state and local governments and all foreign governments.

·   Not knowingly be a party to any illegal activity or engage in any act that will discredit his or her profession, or the Company.

·   Promptly report to the Company's chief legal officer, General Counsel, or the Chairman of the Board of Directors any situation where this Code of Ethics, the Insider Trading Policy or any other Company policy or conduct code, or any law applicable to the Company, or their employees, is being violated.

Any individual who violates the provisions of this Code of Ethics will be subject to disciplinary action and appropriate sanctions, up to and including termination. Sanctions will be imposed by the full Board of Directors, in its sole discretion. Depending on the nature and severity of the violation, the company may refer such violation to appropriate authorities for civil action or criminal prosecution. Any covered officer shall:

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·   upon adoption of the Code of Ethics or becoming a covered officer, sign and submit an initial acknowledgment confirming that he or she has received, read, and understands the Code of Ethics;

·   annually sign and submit an annual acknowledgment confirming that he or she has complied with the requirements of the Code of Ethics;

·   not retaliate against any covered officer or other person for making reports of potential violations in good faith; and

·   notify the Company's chief legal officer or General Counsel of any actual or potential violation of the Code of Ethics. Failure to do so itself is a violation of this Code of Ethics.

The Company's Board of Directors is responsible for applying this Code of Ethics to specific situations in which questions are presented under and has the authority to interpret this Code of Ethics in any particular situation. The Board of Directors shall take all action it considers appropriate and investigate any actual or potential violations reported to it; and the Board of Directors is authorized and encouraged to consult, as appropriate, with the Company's chief legal officer or General Counsel and outside legal counsel. Any matter that the Company's chief legal officer or general counsel believes is a violation of this Code of Ethics will be reported to the Board of Directors.

The Board of Directors is responsible for granting waivers from the terms and provisions of this Code of Ethics as it deems appropriate. A waiver of any provision of this Code of Ethics shall be requested whenever there is a reasonable likelihood that a contemplated action will violate the Code of Ethics. A "waiver" is defined as approval by the Board of Directors of a material departure from any provision of the Code of Ethics. The waiver process shall consist of the following steps:

·   The covered officer shall set forth a request for waiver in writing. The request shall describe the conduct, activity or transaction for which the covered officer seeks a waiver, and shall briefly explain the reason for engaging in the conduct, activity or transaction.

·   The determination with respect to the waiver shall be made in a timely fashion by the Company's Board of Directors, after consultation the Company's chief legal officer or General Counsel, or with outside legal counsel (if appropriate).

·   The decision with respect to the waiver shall be documented and kept in the Board of Directors 's records for the appropriate period mandated by applicable law or regulation.

This Code of Ethics may not be amended except in written form, which amendments must be specifically approved by a majority vote of the Company's Board of Directors.

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All reports and records prepared or maintained pursuant to this Code of Ethics shall be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code of Ethics, these matters shall not be disclosed to anyone other than the Company's chief legal officer of General Counsel, or outside legal counsel, or the Board of Directors.

This Code of Ethics is intended solely for the internal use of the Company and does not constitute an admission by or on behalf of the Company, as to any fact, circumstance or legal conclusion.

This Code of Ethics is a statement of certain fundamental principles, policies and procedures that govern the Company's senior financial and executive officers and the conduct of the Company's business. It is not intended to and does not create any rights in any employee, investor, supplier, competitor, shareholder, or any other person or entity.

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