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 (Date of earliest event reported) August 16, 2010

AQUAMER MEDICAL CORP.

(Exact name of registrant as specified in its charter)

Delaware	000-52327	04-3516924
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8 Algonquian Drive Natick, MA	01760
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: 508 647 0041

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))

Item 1.01.   Entry into a Material Definitive Agreement.

As described in Item 2.01 below, on August 16, 2010 the Company entered into a Stock Purchase Agreement (the "Agreement"), by and among Aquamer Medical Corp., a Delaware Corporation ("we," "Aquamer," "AQUM" or the "Company") and the eleven shareholders (the "UAC Shareholders") of Urban Agriculture Corporation, a Delaware Corporation ("UAC"). The closing of the transaction (the "Closing") took place on August 16, 2010 (the "Closing Date"). On the Closing Date, pursuant to the terms of the Agreement, Aquamer acquired 100% of the outstanding shares of UAC (the "UAC Shares") from the UAC Shareholders. In exchange, we issued to the UAC Shareholders an aggregate of 60,000,002 shares  (the "Aquamer Shares") of the Company's Common Stock, $.0001 par value (the "Common Stock") representing 34.9% of the outstanding Common Stock after the Closing.  The Company is withholding delivery of 30,000,001 of the Aquamer Shares for one year as its sole recourse in the event of a breach of any represen tation or warranty by any UAC Shareholder.   The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Based on information currently available to it, the Company believes that four of the former UAC Shareholders (Robert McGuire, James R. Bolton, Sahin Atlas and Robert Hesse) are also stockholders in ThermaFreeze Products Corporation ("ThermaFreeze"), which owned more than 10% of the Company prior to its acquisition of UAC.  Based on information publicly available, the Company believes that Mr. James R. Bolton is also the Chief Operating Officer of ThermaFreeze.

Pursuant to the Agreement, UAC became the Company's wholly-owned subsidiary.  A copy of the Agreement is included as Exhibit 2.1 to this Current Report on Form 8-K.

Concurrent with the closing, Richard Falcone has resigned as Chief Executive Officer of Aquamer and is being replaced by Edwin A. Reilly who has been appointed Chief Executive Officer and Director.  Michael J. Mahoney has been appointed as President and Director, and James A. Shanahan has been appointed its Chief Financial Officer and Secretary. 

Item 2.01  Completion of Acquisition or Disposition of Assets

As described in Item 1.01 above, on August 16, 2010, the Registrant, completed the acquisition of all the issued and outstanding capital stock of Urban Agriculture Corporation  ("UAC").  

See Item 1.01 above for a description of relationships between Aquamer and any affiliate, of Aquamer and any UAC Shareholder.  Except as described in Item 1.01, the Company does not know of any relationships between any UAC Shareholder and any director or officer of Aquamer or any associate of such director or officer.

Certain statements made in this Current Report on Form 8-K are "forward-looking statements" (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Aquamer Medical Corp. (the "Company") to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossi ble to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

UAC was organized to conduct urban indoor vertical farming business. Vertical farming seeks through high density production methods to increase fruit, produce and herb production using a  much reduced physical footprint and fewer resources relative to field agriculture. Vertical farming systems have the potential for increasing urban food supplies while decreasing the ecological impact of farming including a smaller carbon footprint due to the reduction in fuel required transporting product across the country.  UAC currently holds an exclusive license (the "License Agreement") for the Commonwealth of Massachusetts and has right of first refusal to purchase exclusive licenses for New Jersey, Pennsylvania and California from TerraSphere Systems, LLC ("TerraSphere") a company which designs and builds proprietary systems for growing fruits and vegetables in controlled, indoor environments. A copy of the License Agreement is included as Exhibit 2.2 to this Current Report on Form 8-K.

UAC's plans to grow fruits and vegetables indoors using TerraSphere's proprietary system of vertically stacked indoor growing trays for which light, temperature, water and nutrition are electronically monitored and controlled on a constant basis. Once implemented, UAC's farming activities should offer consumers a healthy, local, sustainable, eco-friendly alternative to large-scale industrial farming, which generally depends on types of fertilizers, herbicides and pesticides that may be harmful to consumers, the agricultural products themselves and the environment in which the products are grown. 

We believe that the UAC's proposed business holds great promise, given current trends in food distribution and consumption.  However, UAC has not yet started its proposed business operations or realized any revenues. It has no operating history upon which an evaluation of its future success or failure can be made. Its ability to achieve and maintain profitability and positive cash flow in its operation is dependent initially upon its ability to construct its first functioning facility using the TerraSphere technology.  Although UAC has a term sheet for a facility in Massachusetts, no final decision has been made as to the location.  Based upon its current plans, UAC can be expected to incur operating losses for the foreseeable future, since since it will be incurring expenses and not generating revenues.  No guarantee can be given that UAC will be successful in generating revenues in the future.  If UAC cannot generate a profit, we may have to suspend its operations.

Based on an average closing price of thirty cents ($.30) per share for the Company's Common Stock over the 10 days prior to Closing, the purchase price represented by the  60,000,0002 Aquamer Shares equaled approximately $18,000,000.  The purchase price is subject to a post-closing adjustments and possible forfeiture of up to 30,000,001 of the Aquamer Shares, which are being held back for one year as the Company's sole recourse in the event of a breach of any representation or warranty by any UAC Shareholder.

UAC management is continuing following the Closing in accordance with certain employment or consulting agreements filed as exhibits to this Current Report.  The Board of Directors of the Company has confirmed that Edwin A. Reilly will continue as the sole director and President of UAC and Mr. Reilly has been appointed Chief Executive Officer and Director of the Company.  Michael J. Mahoney has been appointed as President and Director of the Company, and James A. Shanahan has been appointed its Chief Financial Officer and Secretary. 

Item 3.02  Unregistered Sales of Equity Securities

On August 16, 2010, the Company issued the 60,000,002 shares to the UAC Shareholders pursuant to the acquisition and merger described under Item 2.01 above (the "UAC Acquisition") in exchange for 100% of the outstanding shares of UAC. The Shares were issued pursuant to an exemption claimed by Aquamer under Section 4(2) of the Securities Act of 1933, as amended.  There were only eleven (11) UAC Shareholders, each of whom represented that he or she is an "accredited investor" as defined in Rule 501 of Regulation D, and each of the UAC Shareholders had access to all publicly filed information regarding the Company that would have been contained in a registration statement. No convertible securities were issued.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Concurrent with the Transaction, Richard Falcone has resigned as Chief Executive Officer of Aquamer and is being replaced by Edwin A. Reilly who has been appointed Chief Executive Officer and Director.  Michael J. Mahoney has been appointed as President and Director of Aquamer, and James A. Shanahan has been appointed its Chief Financial Officer and Secretary. 

There was and is no arrangement or understanding between any officer and any other person which led to their selection as an officer.

The biographies of the new officers and directors are set forth below:  

Edwin A. Reilly, Chief Executive Officer and Director (Age 64)- was Chief Executive Officer and Director of Andover Medical, Inc., a distributor of durable medical equipment and services to the orthopedic care markets in the United States from 2006 through 2009.  Formerly, he was Chief Executive Officer, Bellacasa Productions, Inc., a medical device company, from September 2005 to August 2006.  Mr. Reilly was also Chief Executive Officer of Ortho Rehab, Inc from 2004 to 2005, a $40 million manufacturer and distributor of continuous passive motion devices.  He was an officer of Med Diversified Inc. ("Med") from 2001 to 2004.  He was Med's Chief Operating Officer from March 2003 to August 2004 and Secretary from October 2001 to August 2004 and Executive Vice President of Administration and Human Resources from August 2001 until March 2003. Previously, Mr. Reilly served as Executive Vice President of Administration and Human Resour ces for Chartwell Diversified Services, Inc. (and its predecessor company) from 1999 to 2001. He was Vice President of Human Resources for Serono Laboratories, Inc. from 1985 to 1999. Prior to that role, he served as Vice President of Human Resources for the International Health Care Group of Revlon, Inc. Mr. Reilly holds an M.B.A. in Corporate Finance from New York University and a B.S. in Economics from Fordham University.

Michael J. Mahoney, President, Chief Operating Officer and Director (Age 51)  – has been a principle in Security Search & Abstract Company, a leading provider of public information searches (title, encumbrances, judgments, liens, UCC, etc.) for financial institutions and real estate related companies since 2004. From 1997 to 2003 Mr. Mahoney was Chairman and Chief Executive Officer of the VIATEL group of companies, market leaders in the delivery of communications and information services to businesses, carriers, and Internet service providers in Western Europe and North America.  From 1994 to 1996 Mr. Mahoney held several senior management positions with VIATEL.  Mr. Mahoney has also held other critical leadership positions in business and industry, including;  Chairman of the Telecommunications Committee for the Trans-Atlantic Business Dialogue (www.tabd.org), an organization comprised of American and European com panies' CEOs and representatives of appropriate US and European government units that is designed to foster greater cooperation and boost trans-Atlantic trade and investment opportunities through the removal of barriers; Member of the U.S. Department of State's Advisory Committee on Communications and Information Policy, a committee of industry executives appointed by the President of the United States; Director of the Washington, DC based Computer and Communications Industry Association, an organization promoting the business and policy interest of its member companies.  Mr. Mahoney holds an M.S. from Murray State University and a B.A. from West Chester State College.

 James A. Shanahan, Chief Financial Officer and Secretary (Age 53) - was Chief Financial Officer of Andover Medical, Inc., a distributor of durable medical equipment and services to the orthopedic care markets in the United States from 2006 through 2009.  From 2001 to 2006, he was the vice president of finance with Med Diversified Inc., then the largest healthcare staffing and infusion company in the United States. Mr. Shanahan holds a B.A. from Oberlin College, an M.B.A. from Cornell University, Johnson Graduate School of Management, and an M.S. from Bentley College. He is a member of the American Institute of Certified Public Accountants and the New Hampshire Society of Certified Public Accountants.

(c) Family Relationships

There are no family relationships between any executive officer or director of the Company and any other executive officer or director of the Company.

(d) Employment Agreements of the Executive Officers

Neither Mr. Reilly nor Mr. Mahoney have employment agreements with the Company and neither is receiving compensation from the Company, other than the compensation each is receiving from UAC as provided in the following employment agreements with UAC:

As of May 1, 2010, Mr. Reilly entered into an employment agreement with UAC.  The agreement provides for Mr. Reilly to serve as Chief Executive Officer of UAC for an initial term of three years at an annual salary of $200,000 per year and also provides for a possible bonus of up to 50% of his salary.  He was also granted shares of UAC common stock representing six percent (6%) of the amount outstanding after the grant.  According to the agreement the Company may terminate it by giving notice to Mr. Reilly not less than one (1) year prior to the termination date.  The agreement is automatically extended for additional one-year periods unless terminated by notice given 90 days prior to its expiration.

On July 8, 2010, Mr. Mahoney entered into an employment agreement with UAC.  The agreement provides for Mr. Mahoney to serve as President of UAC for an initial term of three years at an annual salary of $190,000 per year and also provides for a possible bonus of up to 50% of his salary.  (For 2010, his target bonus is $47,500.) According to the agreement the Company may terminate it by giving notice to Mr. Mahoney of not less than six (6) months prior to the termination date.  He was also granted shares of UAC common stock representing five percent (5%) of the amount outstanding after the grant.  The agreement is automatically extended for additional one-year periods unless terminated by notice given 90 days prior to its expiration.

The employment agreements with Mr. Reilly and Mr. Mahoney with UAC are included as exhibits to this Current Report on Form 8-K.

Mr. Shanahan is employed at will by Aquamer on a per diem basis at $90 per hour.

All other disclosure regarding the departure and appointment of the principal officers and directors of the registrant in Item 1.01 above, is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits
 (a)  Financial statements of business acquired.

In accordance with Item 9.01(a)(4) of Form 8-K, the Registrant will file the financial statements of the business acquired as required by Item 9.01(a)(1) within seventy one days after the due date of this Report.

 (b)  Pro Forma financial information.
In accordance with Item 9.01(b)(2) of Form 8-K, the Registrant will file the pro forma financial information required by Item 9.01(b)(1) within seventy one days after the due date of this Report.

 (d)           Exhibits.

Exhibit Number	Description
2.1	Stock Purchase Agreement dated August 16, 2010 by and among Aquamer Medical Corporation and the UAC Shareholders.
2.2	Terrasphere License Agreement dated June 27, 2010
2.3	Employment Agreement dated May 1, 2010 by and among Urban Agriculture Corporation and Edwin A. Reilly.
2.4	Employment Agreement dated July 1, 2010 by and among Urban Agriculture Corporation and Michael J. Mahoney.
99.1	Press release dated August 16, 2010

[Signatures on following page]

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 20, 2010	AQUAMER MEDICAL CORP.
	By:	/s/ Edwin A. Reilly
	Name: Edwin A. Reilly
	Title: Chief Executive Officer

EX-2.1

Exhibit 2.1

STOCK PURCHASE AGREEMENT

STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of August 10, 2010, by and between Edwin A. Reilly, Michael J. Mahoney, James A. Shanahan, Laura Magliochetti, Olivia Magliochetti, Rita Magliochetti, Robert McGuire, James R. Bolton, Jennifer K. Bolton, Sahin Atlas and Robert Hesse (each a "Seller" and collectively, the "Sellers") and Aquamer Medical Corp., a Delaware corporation with offices located at 23 Wallace Street, Red Bank, New Jersey 07701 (the "Purchaser").

W I T N E S S E T H :

WHEREAS, the Sellers are the owners of all of the issued and outstanding shares (the "Shares") common stock, par value $0.001 per share (the "Common Stock"), of Urban Agricultural Corp., a Delaware corporation with offices located at 8 Algonquian Drive, Natick, Massachusetts 01760 (the "Company"); and

WHEREAS, the Sellers desire to sell all of the Shares to the Purchaser and the Purchaser desires to purchase all of the Shares owned by the Sellers upon the terms hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

SECTION 1.   PURCHASE AND SALE OF SHARES.

1.1.      Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser agrees to purchase from each Seller, and each of the Sellers agrees to sell and deliver to the Purchaser, all of the Shares owned by such Seller as set forth in Schedule 1.1 hereto, in each case free and clear of all liens, claims or other encumbrances.  The sale and purchase are intended to be a tax-free transaction under the Internal Revenue Code of 1986, as amended.

1.2.      Except as provided in Section 1.3 hereof, as consideration for the Shares, the Purchaser shall issue and deliver to Sellers at the Closing an aggregate of Sixty Million and Two (60,000,002) shares (the "Purchaser Shares") of the Purchaser’s common stock,  $0.001 par value  (the "Purchase Consideration").  Except as provided in Section 1.3 hereof, each Seller shall receive the number of Purchaser Shares set forth opposite such Seller’s name on Schedule 1.1 hereto.

1.3  The Purchaser may hold back an aggregate of Thirty Million (30,000,000) Purchase Shares (the "Holdback Shares") until the first (1st) anniversary of the Closing Date (the "Holdback Expiration Date") whereupon the Holdback Shares shall be paid to the Sellers, subject however to the remaining provisions of this Section 1.3.

(a)        If pursuant to Section 6 of this Agreement the Purchaser delivers an Indemnification Notice (as defined in Section 6) to the Seller Representative (as defined in Section 7) prior to the Holdback Expiration Date, the Purchaser may, in its sole discretion, retain and/or set-off from the Holdback Shares such number of Holdback Shares (which shall be specified in such notice(s) to the Seller Representative) as the Purchaser reasonably determines may have the value necessary to satisfy the Claims(s) (as defined in Section 6) set forth in such Indemnification Notice pending final resolution of such Claim.  The Sellers may dispute the validity or the amount of any such Claim(s) ("Claim Dispute") by having the Seller Representative provide written notice to the Purchaser within fifteen (15) days of the date of the Indemnification Notice of such dispute (the "Dispute Notice"), in which case the parties shall use reasonable good faith eff orts to resolve such Claim Dispute within thirty (30) days from the date of the Claim Dispute.

            (b)        Upon either the Holdback Expiration Date or upon the resolution of any Claim, either (i) if the number of Holdback Shares held back pursuant to this Section 1.3 by the Purchaser at such time exceeds the aggregate value of all remaining unresolved Claims at such time, then the Purchaser shall promptly deliver to the Sellers pro rata the number of such excess Holdback Shares or (ii) if at such time the aggregate number of Holdback Shares being held back by the Purchaser is less than or equal to the aggregate amount of all Claims pending at such time, the Purchaser shall not be obligated to deliver any such Holdback Shares to the Seller, subject however to the future resolution of any remaining unresolved Claims.

            (c)        Nothing in this Section 1.3 shall limit or impair, in any way, the rights of the Purchaser set forth in Section 6 of this Agreement.

1.4.      The closing (the "Closing") of the purchase of the Shares by Purchaser contemplated hereby shall take place on the date hereof at the offices of Pryor Cashman LLP, 7 Times Square, New York, New York 10036, or at such other location and date as Sellers and Purchaser shall mutually agree. 

1.5       At the Closing, Sellers will deliver to Purchaser the stock certificates evidencing the Shares to be purchased hereunder, along with stock powers executed in blank.  Except as provided in Section 1.3 hereof, at the Closing, the Purchasers shall deliver or cause to be delivered to each Seller certificates evidencing the Purchaser Shares to be issued to such Seller as such Seller’s Purchase Consideration, as set forth on Schedule 1.1.

1.6       Each certificate for Purchaser Shares shall bear the following legend on the face thereof:

THE SHARES OF STOCK (THE "SHARES") REPRESENTED BY THESE CERTIFICATES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.

Any certificate issued at any time in exchange or substitution for any certificate bearing such a legend shall also bear such legend unless in the opinion of counsel reasonably satisfactory to the Purchaser the securities represented thereby need no longer be subject to the restrictions referenced in such legend.  The provisions of paragraph 3 shall be binding upon all subsequent holders of certificates bearing the above legend.  Each Seller consents to the Purchaser making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 1.5.

SECTION 2.   REPRESENTATIONS AND WARRANTIES OF THE SELLERS.

Each Seller hereby represents and warrants to the Purchaser as follows:

2.1       Such Seller is the sole beneficial and record owner of the Shares sold by such Seller hereunder, which Shares represent all of the outstanding shares of the Company’s common stock beneficially owned by such Seller. The Shares being transferred and sold by all of the Sellers to Purchaser hereunder, in the aggregate, constitute all of the issued and outstanding shares of stock of the Company.

2.2       (a)        Such Seller has good and marketable title to such Seller’s Shares, free and clear of and from any and all security interests, liens, pledges, claims, charges, escrows, encumbrances, options, rights of first refusal, restrictions on transfer, security agreements and other agreements, arrangements, contracts, commitments, understandings or obligations (collectively "Encumbrances"), and upon delivery of the Purchase Consideration to such Seller, Purchaser shall have good and marketable title to the Shares, free and clear of all Encumbrances.

(b)        Except as set forth on Schedule 2.2(b), the Company has no outstanding stock or securities convertible into or exchangeable for any shares of its capital stock or containing any profit participation features, nor does it have outstanding any rights or options to subscribe for or purchase any shares of its capital stock or any stock or securities convertible into or exchangeable for any shares of its capital stock or any stock appreciation rights or phantom stock plans.  The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock.  All of the Shares have been validly issued and are fully paid and nonassessable.

(c)        There are no statutory or contractual shareholders’ preemptive rights or rights of refusal with respect to the sale of such Seller’s Shares hereunder.  Such Seller has not violated any applicable federal or state securities laws in connection with the offer or sale of such Seller’s Shares.

2.3       Such Seller has the full legal right, power, authority and capacity to execute, deliver and perform this Agreement and the transactions contemplated under this Agreement.  This Agreement has been duly and validly executed and delivered by such Seller and constitutes the valid and binding obligation of such Seller, enforceable in accordance with its terms.

2.4       The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and duly qualified as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification.  Except as set forth in Schedule 2.4, the Company does not have, and at all times during its existence has not had, any subsidiaries.  The Company has all requisite corporate power and authority to enable it to own, lease or otherwise hold its properties and assets, but the Company has no properties or assets other than cash in the amount of $75,467.98 as of the close of business to the date hereof and a certain License Agreement, dated June 27, 2010 (the "License Agreement"), with TerraSphere Systems LLC ("TerraSphere") and, other than the negotiation, execution and delivery of the License Agreement, the Company has not commenced operations or otherwise conducted any business in any jurisdiction. 

2.5       Except as set forth in Schedule 2.8, the Company is not a party to any other agreements, written or oral.  The License Agreement and each of the contracts in Schedule 2.8 (the "Schedule 2.8 Contracts") is in full force and effect in accordance with its terms.  Neither party to the License Agreement or any Schedule 2.8 Contract is, as of the date of execution of this Agreement, in default thereunder and the Company has not given or received any notice of default with respect to the License Agreement or any Schedule 2.8 Contract.  None of the other parties to the License Agreement or any Schedule 2.8 Contract has asserted any claim of default or offset against the Company with respect thereto, and as of the date of execution of this Agreement, no event has occurred or failed to occur, the occurrence or non‑occurrence of which, as the case may be, would in any way affect the validity or enforceability o f the License Agreement or any Schedule 2.8 Contract or give rise, with the passage of time or the giving of notice, or both, to any claim against the Company or to any default under the License Agreement or any Schedule 2.8 Contract. 

2.6       The execution and delivery by such Seller of this Agreement does not, and the performance by such Seller of his or her obligations under this Agreement and the consummation of the transactions contemplated hereby will not, conflict with or result in a violation or breach of, or create any lien on any asset of the Company under,  any of the terms, conditions or provisions of any other agreement to which such Seller or the Company is a party or any judgment, order, decree, law, ordinance, rule or regulation applicable to the Company.

2.7       Annexed hereto as Schedule 2.7 is an unaudited balance sheet of the Company as of August 12, 2010 (the "Balance Sheet"), a copy of which is attached hereto as Schedule 2.7.  The Balance Sheet has been prepared by the Company on the basis of the books and records maintained by the Company in the ordinary course of business in a manner consistently used and applied throughout the periods involved.  The Balance Sheet fairly presents in all material respects the financial condition of the Company as of August 12, 2010 and has been prepared in accordance with United States generally accepted accounting principles, consistently applied.  The books and records of the Company to which such Financial Statements are complete and correct and fairly reflect bona fide transactions set forth therein.

2.8       Except as set forth in Schedule 2.8, the Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities or obligations properly disclosed in the Balance Sheet.

2.9       Except for entering into the agreements set forth on Schedule 2.8, the Company has conducted no operations and no tax return has been required by applicable law to have been filed with respect to taxes for any tax period prior to the Closing.

2.10     As of the date hereof, there is no action, proceeding or investigation pending or, to such Seller’s knowledge, threatened (a) which is or may be brought against or which involves the Company, (b) which questions or challenges the validity of, or seeks damages or equitable relief on the basis of, this Agreement or any action taken or to be taken by the Company or such Seller pursuant to this Agreement or in connection with the transactions contemplated hereby, or (c) against the Company or such Seller which might affect the right of the Purchaser after the Closing Date to own the Shares or to operate the Company’s business as presently conducted, nor to the Company or Seller’s knowledge is there any valid basis for any such action, proceeding or investigation.

2.11     There is no outstanding order, writ, injunction, or decree of any court, governmental agency, or arbitration tribunal against the Company involving or relating to the Company or its business.  The Company is in compliance in all material respects with all applicable federal, state or local laws, rules, regulations, ordinances, zoning requirements, governmental restrictions, orders, judgments and decrees affecting, involving or relating to its business, and the Company has not received any notices alleging any such violation.

2.12     No consent or waiver of any person is required to be obtained by such Seller in connection with the execution, delivery and performance of this Agreement.

2.13     Such Seller has not entered into any arrangement or agreement binding upon such Seller which would give rise to any claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement.

2.14     Such Seller hereby confirms that the Purchaser Shares to be received by such Seller hereunder are being acquired for investment for such Seller’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part of the Purchaser Shares in contravention of applicable law, and that such Seller has no present intention of selling, granting any participation in, or otherwise distributing the same.  Such Seller does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person in or with respect to any of the Purchaser Shares.

2.15     Such Seller is an "accredited investor" within the meaning of Rule 501 of Regulation D of the Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act").  Such Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Purchaser Shares.

2.16     Such Seller understands that the Purchaser Shares such Seller is acquiring pursuant to this Agreement are "restricted securities" within the meaning of Rule 144 under the Securities Act ("Rule 144") inasmuch as they will be acquired from Purchaser in a transaction not involving a public offering and that, under the federal securities laws and applicable regulations, the Purchaser Shares may be resold without registration under the Securities Act only in certain limited circumstances.  In this connection, such Seller represents that such Seller understands and accepts the restrictions set forth in Section 1.6,  is familiar with Rule 144 and understands the resale limitations imposed thereby and by the Securities Act.

2.17     Such Seller acknowledges that such Seller has been advised by Purchaser to review (and that Purchaser has offered to provide such Seller with copies of) the Purchaser’s most recent Form 10-K, Form 10-Q, proxy statement, Annual Report to Stockholders (including exhibits) filed by Purchaser with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and other information and reports so filed by the Purchaser since the date of Purchaser’s most recent Form 10-K and prior to the date hereof (the "Publicly Available Information").  Such Seller further represents that such Seller has made such investigation of the Publicly Available Information as such Seller and such Seller’s advisors deem necessary to understand the business, properties, prospects and financial condition of the Company.

SECTION 3.   REPRESENTATIONS AND WARRANTIES OF PURCHASER.

The Purchaser represents and warrants to the Sellers as follows:

3.1       No consent or waiver of any person is required to be obtained by the Purchaser in connection with the execution, delivery and performance of this Agreement.

3.2       The execution and delivery of this Agreement by the Purchaser, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of the Purchaser and do not and will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, suspension, cancellation or acceleration of any obligation or to loss of a material benefit under or result in the creation of any Encumbrance of any kind under (i) the Certificate of Incorporation or By-Laws of Purchaser, (ii) any provision of bond, mortgage, indenture, agreement, deed of trust, license, lease, contract, commitment or loan or other agreement to which Purchaser is a party or bound, or (iii) any judgment, order, decree, law, ordinance, rule or regulation applicable to Purchaser.

3.3       This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against Purchaser in accordance with its terms.

3.4       The issuance of the Purchaser Shares has been duly authorized and, when issued at the Closing against delivery of the Shares, the Purchaser Shares will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.

3.5       Purchaser has not entered into any arrangement or agreement binding upon Purchaser which would give rise to any claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement

SECTION 4.  DELIVERIES BY SELLER.

Subject to the terms and conditions of this Agreement, in reliance on the representations, warranties and agreements of the Purchaser contained herein, and in consideration of the Purchaser Shares, each Seller agrees to deliver (or cause to be delivered) to the Purchaser at the Closing the following agreements and documents:

4.1       stock certificates or lost stock affidavits, as the case may be, representing such Seller’s Shares, duly endorsed or accompanied by duly executed instruments of transfer;

4.2       a certificate of the Secretary of the Company, as of the date hereof, attaching a copy of the Company’s current certificate of incorporation, all amendments thereto, and current bylaws, and certified by the Secretary as correct and complete

4.3       certificates of good standing and/or subsistence for the Company, dated as of a recent date prior to the Closing, issued by the Secretary of State of the State of Delaware;

4.4       all corporate minute and stock books, stock ledgers and corporate seals of the Company;

4.5       written resignations of all members of the Board of Directors of the Company; and

4.6      such other documents and instruments as in the opinion of legal counsel for the Purchaser, may be reasonably required to effectuate the terms of this Agreement and to comply with the terms hereof.

SECTION 5.  DELIVERIES BY PURCHASER. 

Subject to the terms and conditions of this Agreement, in reliance on the representations, warranties and agreements of the Sellers contained herein, and in consideration of the transfer and sale of the Shares, the Purchaser agrees to deliver to each Seller (except as otherwise provided in Section 1.3) stock certificates representing the Purchaser Shares issuable to such Seller as set forth on Schedule 1.1.

SECTION 6.   INDEMNIFICATION.

6.1       Each Seller agrees to save, defend, indemnify and hold harmless the Purchaser and its successors and assigns from and against any and all losses, liabilities, damages, costs and expenses, including reasonable attorneys’ fees ("Damages"), suffered or incurred by it or them, directly or indirectly, arising from, related to or as a result of (i) any breach or default by such Seller of any provisions of this Agreement and (ii) the untruth, inaccuracy or breach of any representation, warranty, agreement or covenant of such Seller contained in or made in connection with this Agreement and/or any other related documents executed simultaneously therewith.  The representations and warranties of such Seller made herein shall survive for one (1) year after the date of this Agreement.

6.2       The Purchaser agrees to save, defend, indemnify and hold harmless each Seller and such Seller’s successors and assigns from and against any and all Damages suffered or incurred by it or them, directly or indirectly, arising from, related to or as a result of (i) any breach or default by the Purchaser of any provisions of this Agreement and (ii) the untruth, inaccuracy or breach of any representation, warranty, agreement or covenant of the Purchaser contained in or made in connection with this Agreement and/or any other related documents executed simultaneously therewith.  The representations and warranties of the Purchaser made herein shall survive for one (1) year after the date of this Agreement.

6.3       A party seeking indemnity hereunder (the "Indemnified Party") will give each party from whom indemnity is sought hereunder (the "Indemnitor") prompt written notice (hereinafter, the "Indemnification Notice") of any demands, claims, actions or causes of action (collectively, "Claims") asserted against the Indemnified Party. 

6.4       Recourse by the Purchaser for Damages incurred shall be limited as to each Seller to its pro rata portion of the Holdback Shares.  No Seller shall have any liability separate from, or in addition to, such Seller’s pro rata portion of the Holdback Shares.

SECTION 7.  SELLER REPRESENTATIVE.

7.1       Edwin A. Reilly is hereby constituted and appointed as the "Seller Representative" to act as agent and attorney in fact for and on behalf of the other Stockholders.  Without limiting the generality of the foregoing, the Seller Representative has full power and authority, on behalf of each Seller and his or her successors and assigns, to (a) interpret the terms and provisions of this Agreement and the documents to be executed and delivered by the Sellers in connection herewith, (b) execute and deliver and receive deliveries of all agreements, certificates, statements, notices, approvals, extensions, waivers, undertakings, amendments, and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement, (c) receive service of process in connection with any claims under this Agreement, (d) agree to, negotiate, enter into settlements and compromises of, assume the defense of c laims, and demand arbitration and comply with orders of courts and awards of arbitrators with respect to such claims and to take all actions necessary or appropriate in the judgment of the Seller Representative for the accomplishment of the foregoing, (e) give and receive notices and communications, (f) amend this Agreement and any other agreement delivered in connection  therewith to which the Sellers are party, and (g) take all actions necessary or appropriate in the judgment of the Seller Representative on behalf of the Sellers in connection with this Agreement.

7.2       The Seller Representative will not be liable for any act done or omitted under this Agreement as Seller Representative while acting in good faith, and any act taken or omitted to be taken pursuant to the advice of counsel will be conclusive evidence of such good faith.  The Seller Representative shall not be paid any fee for services to be rendered hereunder.  All reasonable fees and expenses incurred by the Seller Representative in performing its duties hereunder shall be borne by the Sellers severally pro rata based on the percentage of the total number of Purchase Shares received by each Seller.

SECTION 8.  MISCELLANEOUS.

8.1.      Notices.   Any notice required by this Agreement shall be in writing, and shall be deemed to be duly given when sent by email or facsimile transmission (provided there is a contemporaneous record of transmission), delivered by overnight courier, or mailed certified mail, return receipt requested, in each case with a copy sent by first class mail, to the addresses set forth above or to such other address as either party shall designate in writing from time to time or to the fax numbers set forth herein, as the case may be.  The addresses set forth below for the respective parties shall be the places where notices shall be sent, unless written notice of a change of address is given.

If to the Purchaser:                                                                  

Aquamer Medical Corp.
23 Wallace Street
Red Bank, New Jersey 07701
Attention: President
Fax No.: (732) 676-7951
Email: info@acquamercorp.com

If to the Sellers:

Edwin A. Reilly, as Sellers Representative
c/o Urban Agriculture Corp.
8 Algonquian Drive
Natick, Massachusetts 01760
Fax No.: (508) 647-0041
Email: ContactUs@UrbanAgCorp.com

8.2.      Captions.  The captions and section headings herein are for convenience only, and in no way define, limit or describe the scope or intent thereof, or in any way affect the construction of this Agreement.

8.3.      Entire Agreement.  This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof and may not be amended or modified except in writing signed by all the parties hereto.

8.4.      Governing Law.  This Agreement shall be made in, governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.  The parties consent to the exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York, for all purposes in connection with any proceedings.  The parties consent that any process or notice of motion or other application to either of said courts, in any paper in connection with the proceedings may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided a reasonable time for appearance is allowed.

8.5.      Waiver.  The failure of any party to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent default.

8.6.      Non-Exclusive Remedies.  No remedy conferred by any provision hereof shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every remedy given hereunder or now or hereafter existing at law or in equity.  The election of any one or more remedies by any party shall not constitute a waiver of the right to obtain other available remedies.

8.7.      Modification.  This Agreement contains the entire agreement of the parties and supersedes any prior or contemporaneous negotiations, understanding or agreements between the parties, written or oral, with respect to the transaction contemplated by this Agreement.  This Agreement may not be changed or terminated orally, but may only be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought.

8.8.      Severability.  A determination that a provision or part of any provision of this Agreement is invalid or unenforceable shall not affect the remaining parts or provisions of this Agreement that shall continue in full force and effect.

8.9.      Assignment.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, but may not be assigned by any party without the express written consent of all other parties, which consent shall not be unreasonably withheld or delayed.

8.10.    Counterparts.  This Agreement may be executed by original signature or by facsimile or by PDF sent by email in two or more counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

8.11.    Expenses.  Purchaser shall bear all costs and expenses (including legal and accounting fees and expenses) incurred in connection with the preparation, execution and delivery of this Agreement and the transactions contemplated hereby.

IN WITNESS WHEREOF, the parties hereto have caused the execution of this Agreement as of the date and year first above written.

PURCHASER:

AQUAMER MEDICAL CORP.

By:                                                      

         Name: Richard Falcone
         Title:   Chief Executive Officer

SELLERS:

                                    Edwin A. Reilly
                                    Michael J. Mahoney
                                    James A. Shanahan
                                    Laura Magliochetti
                                    Olivia Magliochetti
                                    Rita Magliochetti
                                    Robert McGuire
                                    James R. Bolton
                                    Jennifer K. Bolton
                                    Sahin Atlas
                                    Robert Hesse

Schedule 1.1

Sellers

Names of Seller	# Shares Owned	% Ownership	Purchaser Shares to be Received
Edwin A. Reilly	30	5.69259962	3,415,560
Michael J. Mahoney	25	4.74383302	2,846,300
James A. Shanahan	10	1.89753321	1,138,520
Laura Magliochetti	60	11.38519924	6,831,120)
Olivia Magliochetti	60	11.38519924	6,831,120
Rita Magliochetti	80	15.18026565	9,108,159
Robert McGuire	25	4.74383302	2,846,300
James R. Bolton	125	23.71916509	14,231,499
Jennifer K. Bolton	60	11.38519924	6,831,120
Sahin Atlas	25	4.74383302	2,846,300
Robert Hesse	27	5.12333966	3,074,004
TOTAL	527	100%	60,000,002

Schedule 2.2(b)

Profit Participation Agreement

Note Purchase Agreement, dated April 23, 2010  with Robert McGuire

Schedule 2.4

Subsidiaries

Urban Agricultural – New Jersey LLC (Delaware)

Urban Agricultural – Massachusetts LLC (Delaware)

Schedule 2.7
Balance Sheet
URBAN AGRICULTURE CORP.
BALANCE SHEET
As of 8/12/2010
Assets
Cash	75,467.98
Other current assets	-
Total Current Assets	75,467.98
Buildings and other depreciable assets	-
Less accumulated depreciation	-
Other assets - User License	1,000,000.00
Total Assets	1,075,467.98
Liabilities and Stockholders Equity
Accounts payable & Accrued Expenses	73,583.28
Other current liabilities	750,000.00
Total Current Liabilities	823,583.28
Long Term Debt	300,000.00
Other Liabilities	-
Total Liabilities	1,123,583.28
Common stock (527 shares, $.001 par value)	0.05
Additional paid-in capital	100,000.00
Retained deficit	(148,115.35)
Total Shareholder's Equity	(48,115.30)
Total Liabilities and Stockholders' Equity	1,075,467.98

Schedule 2.8

Liabilities and Obligations

Employment Agreement, dated May 1, 2010, with Edwin A. Reilly

Employment Agreement, dated July 8, 2010, with Michael J. Mahoney

Note Purchase Agreement and Promissory Note, dated April 23, 2010 with Robert McGuire

License Agreement, dated June 27, 2010, with TerraSphere

EX-2.2

Exhibit 2.2

TerraSphere License Agreement

            THIS AGREEMENT made and entered into this ___ day of June, 2010 (the "Effective Date") by and between TerraSphere Systems, LLC, of 137A Lewis Wharf, Boston, MA 02110 (hereinafter "TerraSphere") and the Urban Agricultural Corp., having an office at 8 Algonquian Drive, Natick, MA 01760 (hereinafter "UAC").

WHEREAS, TerraSphere and UAC entered into a Term Sheet dated May 5, 2010 (the "Prior Agreement") pursuant to which TerraSphere disclosed certain information about its proprietary system for growing plants in a controlled environment (the "TS Growth System") and the parties hereto agreed upon certain terms and conditions of license to be granted to UAC in respect of the TS Growth System; and

WHEREAS, TerraSphere and UAC, each having the right to do so, desire to enter into this Agreement, in furtherance of the Prior Agreement, upon the terms and conditions set forth herein;

NOW, THEREFORE, intending to be legally bound, the parties hereto agree as follows:

Part 1 - Definitions

1.1 "TS Technology" shall mean all data, technology, know-how, inventions, improvements, discoveries, specifications, training materials, protocols and the like in existence as of the Effective Date relating to the construction, operation and use of the TS Growth System.

1.2  "TS Patent Rights" shall mean the patents listed on Schedule A to this Agreement, together with any patent application or patent relating to TS Technology or the TerraSphere Improvements hereafter filed or issued and any continuation, continuation-in-part or divisional of any thereof, any patent issuing therefrom and any reissue, reexamination or extension of any such patent.

1.3 "TerraSphere Improvements" shall mean any discovery or improvement relating to the TS Growth System made or acquired by TerraSphere during the term of this Agreement.

1.4 "UAC Improvements" shall mean any discovery or improvement relating to the TS Growth System made or acquired by UAC for a period of ten (10) years from the date of the Prior Agreement.

1.5 "Licensed Territory" shall mean the Commonwealth of Massachusetts USA.

1.6 "Licensed Field" shall mean the use of the TS Growth System for growing fruit and vegetables (including herbs and spices) in the Licensed Territory.

1.7 "Licensed Product" shall mean any plant product grown, distributed, offered for sale or sold by UAC, its agents or distributors, using TS Technology and/or where such growing, distribution, offering to sell or selling, in the absence of a right or license, would infringe TS Patent Rights.

1.8 "Licensed Facility" shall mean any facility constructed in the Licensed Territory for growing Licensed Product. 

1.9 "Net Sales" shall mean the sum of all charges invoiced to customers of Licensed Products sold by UAC and its agents or distributors less: (i) normal trade and case discounts actually allowed (excluding promotional, advertising and other non-normal or special discounts); (ii) credits or refunds actually allowed for spoiled, damaged, outdated, or returned goods; (iii) sales and other excise taxes imposed and paid directly with respect to the sale; and (iv) insurance and transportation costs to the extent separately invoiced.

Part 2 - Technology Transfer

2.1 (a) After signing this Agreement and from time to time thereafter, TerraSphere will disclose to UAC such TS Technology as TerraSphere reasonably determines to be necessary for practicing the TS Growth System in the Licensed Territory.

(b)  Representatives of the parties will be permitted to visit the facilities of each party using the TS Growth System provided the parties hereto agree on the scheduling, duration and the number of personnel for each visit.

(c)   TerraSphere will consult with UAC so that the parties can agree on the requirements for construction and operation of Licensed Facilities (the "Operating Requirements").  At UAC’s option, TerraSphere will provide UAC with all production equipment needed to meet the agreed requirements pursuant to separate supply and purchase contracts entered into between TerraSphere and UAC.  If such supply and purchase contract is between TerraSphere and UAC, TerraSphere’s charges for the equipment shall not exceed TerraSphere’s cost plus 15%.  Alternatively, UAC may designate a local supplier to act as general contractor in purchasing and installing all production equipment needed to meet the agreed requirements, provided that such supplier must be reasonably acceptable to TerraSphere and licensed by TerraSphere pursuant to a written agreement on terms reasonably consistent with the services to be provided.

(d)  TerraSphere will also provide UAC with technical assistance and training in connection with the construction, set-up, operation and use of Licensed Facilities as requested by UAC, up to a maximum of sixty (60) man days per Licensed Facility, at a cost of Three Hundred Dollars ($300) per man day plus reasonable living and travel expenses.

Part 3 - Confidentiality

3.1 (a) For the term of this Agreement and thereafter, disclosures by either party to the other, designated by the disclosing party as proprietary and/or confidential, made in writing, orally or visually (and subsequently confirmed in writing within ten (10) days of disclosure) and designated as confidential ("Information") shall not be disclosed by the receiving party without the prior written consent of the disclosing party.

(b)  The foregoing shall not apply when, after and to the extent the Information disclosed:

(i)     becomes generally available to the public through no fault of the receiving party;

(ii)   was already known to the receiving party at the time of the disclosure as evidenced by written records in the possession of the receiving party prior to such time;

(iii)  is subsequently received by the receiving party in good faith from a third party without breaching any confidential obligation between the third party and the disclosing party; or

(iv) is required to be disclosed to a third party by law or legal process, provided the party so required (to the extent legally permitted) gives the other party prompt written notice and cooperates with all reasonable requests of the disclosing party in connection with any effort by the disclosing party to protect its rights in the Information to be disclosed.

(c)   Upon the expiration or termination of this Agreement for any reason, the receiving party shall destroy all Information of the disclosing party in the receiving party’s possession at the time of expiration or termination and shall promptly confirm same in writing to the disclosing party.  The receiving party, however, may retain one copy of such Information solely for archival purposes.

(d)  The Prior Agreement is replaced and superseded by this Agreement as of the Effective Date and confidential information disclosed by TerraSphere to UAC thereunder will be treated as Information under this Agreement.

Part 4 - License Grant

4.1 (a) TerraSphere hereby grants to UAC, and UAC accepts, an exclusive license under the TS Patent Rights, without the right to grant sublicenses, to use the TS Technology and the TerraSphere Improvements to grow Licensed Products using Licensed Facilities in the Licensed Field in the Licensed Territory, and to promote, market, offer to sell, sell and distribute Licensed Products anywhere.

(b) Simultaneously with the execution of this Agreement, TerraSphere has granted Licensee a first right of refusal on certain additional territories pursuant to an agreement in the form attached hereto as Schedule B. 

(c) Other than the license to use set forth in Section 4.1(a), no license is granted to UAC to make, have made, offer to sell, sell or import Licensed Facilities. TerraSphere (or its authorized supplier) will be the sole supplier of Licensed Facilities to UAC and UAC will only purchase Licensed Facilities from TerraSphere, or its authorized supplier, in accordance with Section 2.1(c) and upon such other terms and conditions as may be mutually agreed upon between TerraSphere and UAC.

(d) All Licensed Products will conform to specifications to be mutually agreed by the parties, who shall cooperate in good faith to determine such specifications.

4.2 All Licensed Product sold by UAC, its agents or distributors pursuant to this Agreement will include TerraSphere’s trademark "A TerraSphere Product".  TerraSphere hereby grants to UAC the right to use the trademark "TerraShpere" in connection with the production, sale and distribution of Licensed Products in accordance with the terms of this Agreement.  All labels and promotional and advertising materials for Licensed Products will be approved in writing by TerraSphere prior to use by UAC, its agents or distributors hereunder. Such use of the "TerraSphere" trademark shall inure to the benefit of TerraSphere.

4.3 TerraSphere represents and warrants to UAC that: (i) if UAC operates the Licensed Facility substantially in accordance with the Operating Requirements agreed to pursuant to Section 2.1(c) and any written procedures manual provided to UAC by TerraSphere at least 30 days prior to the date for the commencement of operations at the first Licensed Facility (as specified by UAC in a written notice to TerraSphere given not less than 60 days prior to such date), UAC’s production from fifty (50)  TerraSphere carousels operating at full production should equal 1,150,000 pounds but at a minimum will produce 975,000 pounds of Licensed Products; (ii) TerraSphere has full power and authority to grant the licenses granted under this Agreement; (iii) neither the TS Technology nor the TerraSphere trademark, nor UAC’s exercise of its rights under this Agreement, will infringe, misappropriate, or violate any copyright, trade secret right, trademark right or U.S. patent right of any third party or any law, rule or regulation promulgated by any government or regulatory bodies; and (iv) the patents and patent applications listed in Schedule A constitute all of the patents and patent applications that relate to the TS Technology as of the Effective Date.  For a period of twenty-four (24) months after the date of first sale of Licensed Product by UAC, TerraSphere will indemnify and hold UAC harmless for any loss, expense, claim or damage (including reasonable attorneys’ fees and expenses) incurred by UAC from any claim by any third party based on or arising out of any breach of the representations set forth in clauses (ii), (iii) and (iv) this Section 4.

Part 5 - Improvements

5.1 (a) TerraSphere will promptly disclose TerraSphere Improvements to UAC which will become part of TS Technology and TS Patent Rights licensed hereunder as appropriate.

(b)  Should TerraSphere decide to not file a patent application, or discontinue prosecution or maintenance of any patent application or patent, whether included in the TS Patent Rights or covering a TerraSphere Improvement in the Licensed Territory, UAC, at its option, may, subject to the same right of any other licensee of TerrraSphere,  assume such responsibility and the costs thereof through TerraSphere’s counsel.

5.2 (a) UAC will promptly disclose UAC Improvements to TerraSphere. Subject to the license granted to UAC hereunder, TerraSphere will have a royalty-free, irrevocable, non-exclusive license, with the right to grant sublicenses, throughout the world with respect to UAC Improvements whether or not disclosed to TerraSphere hereunder.

(b) Should UAC decide to not file a patent application or discontinue prosecution or maintenance of any patent application or patent covering a UAC Improvement, it will advise TerraSphere of same in writing and TerraSphere, at its option, may assume such responsibility and the coats thereof. In such event, UAC shall assign its rights in any such patent application or patent to TerraSphere.

Part 6 - Fees and Royalties

6.1 For the license granted to UAC hereunder, UAC shall pay TerraSphere as follows:

(a) A running royalty of five percent (5%) of Net Sales, payable quarterly within 60 days after the end of each quarter;

(b) Except as set forth in paragraph (d) below, a nonrefundable, non-creditable license issue fee of One Million US Dollars ($1,000,000) for each Licensed Facility purchased by UAC, in installments, as follows:

(i) Two Hundred Fifty Thousand US Dollars ($250,000) was paid to TerraSphere upon execution of the Prior Agreement.

(ii) Two Hundred Fifty Thousand US Dollars ($250,000) paid within 180 days of the execution of the Prior Agreement.

(iii) Two Hundred Fifty Thousand US Dollars ($250,000) paid within 270 days of the execution of the Prior Agreement.

(iv) Two Hundred Fifty Thousand US Dollars ($250,000) paid within 360 days of the execution of the Prior Agreement.

(c) A minimum annual royalty of Sixty Thousand US Dollars ($60,000) payable on a deficiency basis sixty (60) days after the end of the first full calendar year after the Effective Date of this Agreement and each successive year thereafter and increasing by $6,000.00 each successive calendar year until the minimum royalty per Licensed Facility is $78,000.00.  If a minimum royalty becomes payable hereunder, UAC will tender the payment due to TerraSphere as provided herein. TerraSphere shall have the options to: (i) accept the payment in which case UAC’s exclusive license will remain in effect; (ii) accept the payment and convert UAC’s license to a nonexclusive upon written notice to UAC, in which case no further minimum royalties will be payable; or (iii) reject the payment in which case this Agreement and the licenses granted hereunder shall be terminated as of the date of any such rejection.

(d) The first license issue fee payable under paragraph (b) of this Section 6.1 shall cover the first 100 carousels in the aggregate, whether in one or more Licensed Facilities.  Thereafter, an additional license issue fee shall be payable pro rata for each additional carousel installed in an existing or new Licensed Facility.  The first installment of such additional license fee shall be payable upon authorization of such additional installation, with the remaining installments payable 180, 270 and 360 days thereafter.

6.2 (a) Royalty payments required to be made by UAC to TerraSphere shall be made in U.S. Dollars within sixty (60) days following the end of each calendar quarter. Each such payment shall include the royalties which shall have accrued during the calendar quarter immediately preceding and shall be accompanied by a report certified by UAC’s chief financial officer setting forth separately the Net Sales of all Licensed Products sold during said calendar quarter.

(b) Royalties shall be payable only once with respect to the same unit of Licensed Product regardless of the number of claims of TS Patent Rights pertaining to same.  Royalties shall become payable at the time of any sale or transfer of Licensed Product by UAC, its agents or distributors to the consumer thereof.

(c) UAC shall keep and maintain records of sales of Licensed Products. Such records shall be open to inspection at any reasonable time during normal business hours, but not more often than once each calendar quarter within three (3) years after the royalty period to which such records relate by an independent Certified Public Accountant selected by TerraSphere, to whom UAC has no reasonable objection, who shall have the right to examine and make abstracts of the records kept pursuant to this Agreement and report findings of said examination of records to TerraSphere insofar as it is necessary to evidence any mistake or impropriety on the part of UAC. Said public accountant shall treat as confidential and shall not disclose to TerraSphere any information other than information necessary to confirm the amount of royalties due, which shall be treated as Information of UAC subject to Section 3.

(d)  UAC’s obligation to pay royalties shall continue for so long as TerraSphere shall own an issued patent under TS Patent Rights. If UAC’s obligation to pay royalties hereunder is based solely TS Technology, said obligation shall continue until fifteen (15) years from the first commercial sale of Licensed Product.

Part 7 - Indemnification and Insurance

7.1 UAC agrees to defend, indemnify and hold TerraSphere and its agents harmless from any claims, demands, suits or causes of action, including all judgments, damages, and costs (including reasonable attorneys’ fees) resulting therefrom, arising out of the use, manufacture, sale, storage or advertising of any Licensed Product unless such judgment, damage or cost results from a material defect of the TS Technology. 

7.2 Prior to selling Licensed Product, UAC shall obtain and maintain thereafter a comprehensive general liability insurance policy (to include advertisers liability and product liability) written by a reputable insurer or insurers approved by TerraSphere and shall list TerraSphere as an additional named insured thereunder and shall require thirty (30) days written notice to be given to TerraSphere prior to any cancellation or material change thereof. The limits of such insurance shall not be less than three million US dollars ($3,000,000) per occurrence for personal injury and property damage. UAC shall provide TerraSphere with certificates of insurance evidencing the same.

Part 8 - Term and Early Termination

8.1 Unless sooner terminated as herein provided, this Agreement shall continue in full force and effect commencing with the Effective Date and continuing until fifteen (15) years thereafter or until the expiration of the last-to-expire patent in TS Patent Rights, whichever shall later occur.

8.2 (a) Either party may terminate this Agreement and the license herein granted upon the breach of any of the terms herein contained by either party upon sixty (60) days written notice; provided that if during said sixty (60) days the party so notified cures the breach complained of then this Agreement shall continue in full force and effect.

(b)  If breach occurs because of nonpayment of fees or royalties required under Part 6 hereof, this Agreement will automatically terminate without notice thirty (30) days thereafter unless payment in full plus a two percent (2%) late payment charge is received by TerraSphere in the interim.

(c)   In the event this Agreement shall be terminated by TerraSphere as provided in Parts 8.2(a) or (b) hereof, UAC shall promptly make an accounting to TerraSphere of the inventory of Licensed Product which it has in process or on hand as of the date of such termination. UAC, its agents or distributors shall then have the right, for a period of three (3) months after said termination, to sell such inventory provided that the Net Sales thereof shall be subject to the royalty rates set forth herein and so payable to TerraSphere.

(d)  In the event that further lawful performance of this Agreement or any part hereof by either party shall be rendered impossible by or as a consequence of any law, regulation, order, rule, direction, priority, seizure, allocation, requisition, or any other official action by any department, bureau, board, administration or other instrumentality or agency or any government or political subdivision thereof having jurisdiction over such party, such party shall not be considered in default hereunder by reason of any failure to perform occasioned thereby.

Part 9 - General Provisions

9.1 Except as required by law, UAC shall not originate any publicity, news release, or other public announcement, written or oral, whether to the public press, to stockholders, or otherwise, relating to this Agreement to any amendment thereto or to performance hereunder or the existence of an arrangement between the parties without the prior written approval of TerraSphere. Except as provided in Part 4.2 (trademark license) hereof, neither party shall use the name of the other in any advertising, packaging or other promotional material in connection with the sale of Licensed Product.  Notwithstanding anything to the contrary contained in this Agreement, either party may disclose the terms and conditions of this Agreement: (a) in confidence to banks, investors and other financing sources and their advisors or with counterparties and their advisors in connection with an actual or prospective merger or acquisition or similar transaction, provided that any such person has first agreed to restrictions on the use of such information substantially as strict as those set forth in this Agreement or (b) in connection with the enforcement of its rights under this Agreement.

9.2 Neither party shall unreasonably withhold its consent or agreement when such consent or agreement is required hereunder or is requested in good faith by the other party hereunder.

9.3 This Agreement is unassignable by either party except with the prior written consent of the other and except that it may be assigned without consent to a corporate successor of UAC or TerraSphere or to a person or corporation acquiring all or substantially all of the business and assets of UAC or TerraSphere who undertakes in writing to the non-assigning party to perform all of the assignor’s obligations under this Agreement.

9.4 All notices to be given by each party to the other shall be made in writing by facsimile and confirmed by Registered or Certified Mail, return receipt requested, and addressed, respectively, to the parties at the following:

To TerraSphere Systems, LLC:                        To Urban Agricultural Corp
137A Lewis Wharf                                           8 Algonquian Drive
Boston, MA 02110 USA                                 Natick, MA 01760
Attn: William A. Gildea                                     Attn: Ed Reilly
Facsimile No.: (617) 624-0333                        Facsimile No.: (508) 647-0041

Any notice shall be effective as of its date of receipt.

9.5 (a) This Agreement constitutes the entire agreement between the parties and supersedes all written or oral prior agreements or understandings. No variation or modification of the terms or provisions of this Agreement shall be valid unless in writing and signed by the parties hereto.

(b)  No right or license is granted by TerraSphere under this Agreement to UAC, or by UAC to TerraSphere, either expressly or by implication, except those specifically set forth herein.

(c)   Waiver by UAC or TerraSphere of any single default or breach or succession of defaults or breaches by the other shall not deprive TerraSphere or UAC of any right to terminate this Agreement arising out of any subsequent default or breach.

(d)  All matters affecting the interpretation, validity, and performance of this Agreement shall be governed by the laws of Massachusetts, USA, applicable to agreements made and to be performed wholly within Massachusetts but the scope and validity of any patent or application included in the TS Patent Rights shall be governed by the applicable patent law of the country whose agency accepted the patent application for filing or issued the patent.

9.6 UAC is an independent contractor and neither it nor any of its employees, agents or distributors are considered to be employees of TerraSphere for any purpose. No agency, partnership or joint venture is created or intended by this Agreement.

9.7 The captions herein are solely for convenience of reference and shall not affect the construction or interpretation of this Agreement.

IN WITNESS WHEREOF, TerraSphere and UAC have caused this Agreement to be executed in duplicate by their respective duly authorized officers.

TerraSphere Systems, LLC                                      Urban Agricultural Corp.

By:                                                                               By:                                       
William A. Gildea                                                         Edwin A. Reilly
Managing Member                                                       Chief Executive Officer

Schedules

A – TS Patent Rights

B – Right of First Refusal

A.  List of US/Foreign Counterpart Applications for TerraSphere

Based on The First Three-Generation Technology

                               U.S.                                                                                                                                               FOREIGN

1.         U.S. Patent 7,415,796                                                                                Canadian S.N. 2,499,512 - Filed: March 7, 2005
            (Our Case:  US 1425/05)                                                                             Status: Pending
                                                                                                                                    (Our Case: CA 1426/05(CA))
2.         U.S. Patent 7,533,493                                                                         A.        Canadian S.N. 2,599,694 - Filed: March 7, 2006
            (Our Case: US 1487/07 - 1^st CIP)                                                                   Status: Pending
                                                                                                                                    (Our Case: PCT 1494/07(CA))
                                                                                                                        B.         European S.N. 06737160.9    
                                                                                                                                    Status: Pending  
                                                                                                                                    (Our Case: PCT 1495/07(EP))
                                                                                                                        C.        Chinese S.N. 200680006821.X       
                                                                                                                                    Status: Pending  
                                                                                                                                    (Our Case: PCT 1497/07(CN))
                                                                                                                        D.        Hong Kong S.N. 08105948.4    
                                                                                                                                    Status: Pending  
                                                                                                                                    (Our Case: PCT 1511/08 (HK))
                                                                                                                        E.         Japanese S.N. 2008-500809           
                                                                                                                                    Status: Pending  
                                                                                                                                    (Our Case: PCT 1496/07 (JP))

A.   List of US/Foreign Counterpart Applications for TerraSphere
Based on The First Three-Generation Technology (CONTD.)

                           U.S.                                                                                                                                     FOREIGN

3.         U.S. Patent 7,559,173                                                                                International App. PCT/US2008/006416 -          
(Our Case: US 1487A/07 - 2^nd CIP)                                                                       Filed:  May 20, 2008
                                                                                                                                Status: Abandoned
                                                                                                                                (Our Case:  PCT 1510/08)

B.   List of US/Foreign Counterpart Applications for TerraSphere
Based on 4^th Generation Technology

                             U.S.                                                                                                                                           FOREIGN

1.         U.S. S.N. 12/382,815 - Filed: March 24, 2009                             A.        Canadian S.N. 2,659,658 - Filed: March 23, 2009
            Status:  Pending                                                                                      Status: Pending
            (Our Case:  US 1523/09)                                                                             (Our Case: US 1524/09(CA))
B.                 International App. PCT/US2010/000704 -

Filed:  March 9, 2010
Status: Pending
PCT National Phases Due: Sept. 23, 2011
(Our Case:  PCT 1545/10)

SCHEDULE B

RIGHT OF FIRST REFUSAL

IDENTIFICATION BOX
	Grantee	Urban Agricultural Corp.
	Company	TerraSphere Systems, LLC
	Effective Date	Upon the Company signing
	Grantee Address for Receipt of Notice	8 Algonquian Drive Natick, Ma 01760
	Company Address for Receipt of Notice	137A Lewis Wharf Boston, Massachusetts, 02110 USA
	Governing Law Jurisdiction	Massachusetts

(a)                 

This grant of a right of first refusal is made by the Company to the Grantee named in the Identification Box (the "ROFR").

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the parties to this ROFR agree as follows:

1. The Company

TerraSphere Systems LLC (the "Company") has developed a system of modules and processes for growing plants in a controlled environment. The system uses and controls precise combinations of light, water, nutrition, gravity, centrifugal forces, and gasses to produce growing conditions that can be controlled and manipulated to result in desired plant growth and maximum crop production (the "Growth System").  Company grants license rights to use the Growth System to interested parties that are willing to accept the rights to use and to use the rights to be granted by Company in accordance with the terms and conditions contained in the terms of a definitive license agreement.  Grantee has requested, and the Company is agreeable, that the Company grant a right of first refusal to Grantee for limited geographic territory set forth in Section 2.

2. First Right of Refusal

The Company hereby grants to Grantee the following Right of First Refusal:

The Company agrees that it will not issue a License in the limited geographic areas of the State of New Jersey, the State of Pennsylvania, and the State of California unless (a) the Company has received a bona fide offer to purchase a License in any such State;  (b) the Company has given the Grantee written notice (which shall be deemed to be duly given when mailed by registered mail addressed to the Grantee at the address set forth in the Identification Box)stating the terms and conditions of said bona fide offer; and containing an offer by the Company to grant a License to the Grantee on the same terms and conditions as said bona fide offer;   (c) the Grantee has not, within fourteen (14) days after the giving of such notice, mailed or otherwise given the Company written notice that the Grantee elects to purchase the same in accordance with said offer.  In the event the Grantee elects to purchase, the License shall be granted to Grantee and the License Fee paid on the date of clo sing provided for in the bona fide offer.  In the event that the Grantee shall not give such notice of election to purchase within the time above specified or in the event that the Grantee shall, after giving such notice, fail to complete such purchase as hereinabove provided, then the Company shall be free thereafter to grant a License in the State identified in the bona fide offer at a price not lower than that specified therein.

3. Fee

Grantee will pay, upon execution of this ROFR a one-time fee in the amount of $0 for this ROFR. 

4. Termination

Unless sooner terminated as herein provided, this ROFR shall continue in full force and effect commencing with the Effective Date and continuing for one (1) year thereafter.

5. Notice

Any notice to be given under this ROFR must be made in writing and is deemed to have been received after the date it is sent (a) on the fifth business day when sent by regular mail, (b) on the third business day when sent by registered mail, (c) on the second business day when sent by courier, and (d) on the same day when sent by fax providing proof of transmittal is provided.  Each notice is to be addressed Private & Confidential to the respective party indicated in the Identification Box on Page 1 of this ROFR or to such other address as either party may advise by notice as provided in this ROFR.

6. Governing Law

This ROFR is governed by and construed in accordance with the laws of the jurisdiction named in the Identification Box on Page 1 of this ROFR.

7. Counterparts and Facsimile Signature

This ROFR may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.  Execution and delivery of this ROFR by exchange of facsimile copies bearing the facsimile signature of any party to this ROFR shall constitute a valid and binding execution and delivery of this ROFR by any such party.  Such facsimile copies shall constitute enforceable original documents.

[Signatures on following page]

IN WITNESS WHEREOF, the parties confirm their agreement to be bound by the terms of this ROFR by signing below.

EX-2.3

Exhibit 2.3

Urban Agricultural Corp.

May 1, 2010

Mr. Edwin A. Reilly
8 Algonquian Drive
Natick, MA 01760

Dear Ed:

On behalf of Urban Agricultural Corp. ("UAC" or the "Company"), I am pleased to offer you the position of Chief Executive Officer. The following are the terms of your employment with UAC:

Title:	Chief Executive Officer.
Effective Date:	May 1, 2010.
Salary:	$200,000 per year to be reviewed annually.
Stock Ownership	You shall be granted an amount of shares in UAC equal to six percent (6%) of the outstanding shares.
Annual Bonus:	Target bonus of 50% of salary based on corporate objectives and paid quarterly.
Stock Options	You will participate in an Urban Agricultural Employee Stock Incentive Plan. Annual awards will be made at the discretion of the Board of Directors.
Term:	Unless terminated as set forth herein, your employment hereunder shall commence on May 1 2010, and shall continue during the period ending on the third (3rd) anniversary date (the "Term"). Thereafter, your employment shall he extended automatically for consecutive periods of one (1) year unless either party shall provide notice to the other of its intention not to extend your employment, such notice to be given not less than ninety (90) days prior to the end of the Term, or any one (1) year extension period, ("Extended Term") as the case may be. During the Term of this agreement the Company may terminate the agreement by giving notice to you of not less than one (1) year prior to the termination date.
Termination:	Your employment with the Company may be terminated as follows:
	(a) Death. Your employment shall automatically terminate upon your death.
	(b) Just Cause. The Company may terminate your employment at any time, with or without Just Cause (as defined herein), effective at such time that the Company notifies you of such termination (or such other time Specified in such notification). For purposes of this Agreement, "Just Cause" shall mean:
	(i) any act of dishonesty by you in connection with the performance of your duties on behalf of the Company; or
	(ii) any material breach of any term of this Agreement by you.
	(c) Good Reason. You may terminate your employment for "Good Reason" and receive severance pay equal to the greater of one years pay or the balance of the contract term on five (5) days Notice of Termination to the Company. For purposes of this Agreement, "Good Reason" shall mean the occurrence after a Change in Control, as hereinafter defined, or any of the events or conditions described below:
	1.        a reduction in your Base Salary or any failure to pay you any compensation or benefits to which you are entitled within five days of the date due.
	2.        any change in your office location more than fifty (50) miles from your home.
	3.        the failure by the Company to continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan in which you were participating immediately prior to a Change in Control.
	4.        any material breach by the Company of any provision of this Agreement.
	5.        any purported termination of your employment for Just Cause by the Company which does not comply with the terms of this Agreement.
	(d) Resignation. You shall have the right to terminate your employment at any time for any reason by giving at least thirty (30) days’ prior written notice of your resignation. The Company may waive the thirty (30) days prior notice of resignation requirement, in its sole discretion. In the event of a resignation under this provision, you shall not be entitled to severance.
	(e) Payments. If you resign, or if your employment is terminated as a result of death, or if the Company terminates your employment for Just Cause, the Company shall pay your salary through your last day of employment, shall comply with applicable law regarding payment for vacation and continuation of any health insurance or other benefits, but shall otherwise have no obligation whatsoever to pay or provide you any amount or benefit. Upon termination of your employment with the Company for any reason, the Company shall have the right to withhold payment of any amounts owed by you to the Company.

Employment Status:	You are being employed by the Company and will devote your best efforts to the advancement of the business and the interest of the Company.
Benefits:	You will participate in a standard employee benefit program including medical, life, and disability. Until such a plan is established UAC will pay the monthly premium (not to exceed $1,200 per month) on your private medical plan.
	You will be given twenty (20) days of paid vacation time for the first year of employment, prorated on a monthly basis from the date hereof. Your vacation and sick time shall be governed by the Company’s vacation and sick time policies as they may be amended from time to time.
Miscellaneous:	This letter agreement contains all of the terms of your employment with the Company, and supercedes any prior understandings or agreements, whether oral or written, between you and the Company. This agreement may not be modified, except in writing signed by both parties. This agreement will be governed by the laws of the Commonwealth of Massachusetts, notwithstanding the conflict of laws principles thereof.

I look forward to working with you, and am pleased to have you as part of our team.

Sincerely,

                                                Date:

Agreed and Accepted:

Edwin A. Reilly        Date:

EX-2.4

Urban Agricultural Corp.
8 Algonquian Drive
Natick, MA 01760

Michael J. Mahoney
720 Morris Avenue
Bryn Mawr, PA 19010

Dear Michael:

On behalf of Urban Agricultural Corp. ("UAC" or the "Company") I am pleased to offer you the position of President. The following are the terms of your employment with UAC.

Title: 

President

Effective Date:

July 5, 2010

Salary:

$190,000 (paid bi-weekly) per year to be reviewed annually. Your salary will be a payroll liability of the Company accruing with each regularly occurring pay-period until a minimum level of capital has been raised ("the Minimum Capital"). Once the Minimum Capital has been raised you will receive your full bi-weekly salary. Your accrued salary and any other accrued compensation shall be paid to you prior to  December 31, 2010. The Minimum Capital threshold shall be determined by the Company's CEO and President in consultation with the Company's Board of Directors.

Stock Ownership:

You shall be granted an amount of fully vested common shares in UAC equal to five percent (5%) of the outstanding shares as calculated immediately after the share grant.

Report to:

Chief Executive Officer

Annual Bonus:

Target bonus of 50% of salary based on corporate objectives. For 2010, your target bonus will be $47,500.00

Stock Options: 

You will participate in an Urban Agricultural Employee Stock Incentive Plan. Annual awards will be made at the discretion ofthe Board of Directors.

Term:  

Unless terminated as set forth herein, your employment hereunder shall commence on July 6, 2010, and shall continue during the period ending on the third (3rd) anniversary date (the "Term"). Thereafter, your employment shall he extended automatically for consecutive periods of one (1) year unless either party shall provide notice to the other of its intention not to extend your employment, such notice to be given not less than ninety (90) days prior to the end of the Term, or any one (1) year extension period, ("Extended Term") as the case may be. During the Term of this agreement the Company may terminate your employment by giving notice to you of not less than six (6) months prior to the termination date.

Termination: 

Your employment with the Company may be terminated as follows:

(a) Death. Your employment shall automatically terminate upon your death.
(b) Just Cause. The Company may terminate your employment at any time, with or without Just Cause (as defined herein), effective at such time that the Company notifies you of such termination (or such other time Specified in such notification).

For purposes of this Agreement, "Just Cause" shall mean:
(i) any act of dishonesty by you in connection with the performance of your duties on behalf of the Company; or (ii) any material breach of any term of this Agreement by you.

(c) Good Reason. You may terminate your employment for "Good Reason" and receive severance pay equal to the greater of six months pay or the balance of the contract term on five (5) days Notice of Termination to the Company. For purposes of this Agreement, "Good Reason" shall mean the occurrence after a Change in Control of any of the events or conditions described below:

1. a reduction in your Base Salary or any failure to pay you any compensation or benefits to which you are entitled within five days of the date due.
2. the failure by the Company to continue in effect (without reduction in benefit level and/or reward opportunities) any material compensation or employee benefit plan in which you were participating immediately prior to a Change in Control.
3. any material breach by the Company of any provision of this Agreement.
4. any purported termination of your employment for Just Cause by the Company which does not comply with the terms of this Agreement.
5. a material diminution in your authority, function or position with the Company.

(d) Resignation. You shall have the right to terminate your employment at any time for any reason by giving at least thirty (30) days' prior written notice of your resignation. The Company may waive the thirty (30) days prior notice of resignation requirement, in its sole discretion. In the event of a resignation under this provision, you shall not be entitled to severance.

(e) Payments. If you resign, or if your employment is terminated as a result of death, or if the Company terminates your employment for Just Cause, the Company shall pay your salary through your last day of employment, shall comply with applicable law regarding payment for vacation and continuation of any health insurance or other benefits, but shall otherwise have no obligation whatsoever to pay or provide you any amount or benefit. Upon termination of your employment with the Company for any reason, the Company shall have the right to withhold payment of any amounts owed by you to the Company.

Employment Status: 

You are being employed by the Company and will devote your best efforts to the advancement of the business and the interest of the Company. Notwithstanding the foregoing, nothing in this Agreement shall restrict you from managing your personal investments, personal business affairs and other personal matters, or serving on civic or charitable boards or committees, if such activities do not interfere with the performance of his duties hereunder or conflict with the Company's interests.

Benefits:

You will participate in a standard employee benefit program including medical, life, and disability. Until such a plan is established UAC will pay $1,200 per month towards the cost of your health insurance. Payments to be made on or around the first day of each month not subject to accrual.

You will be given twenty (20) days of paid vacation time for the first year of employment, prorated on a monthly basis from the date hereof. Your vacation and sick time shall be governed by the Company's vacation and sick time policies as they may be amended from time to time; provided, however, your paid vacation time shall not be less than 20 days in any circumstances.

Miscellaneous: 

Expenses: the Company will reimburse you in full within 15 business day following the submission of appropriate documentation supporting expenses for reasonable travel and out of pocket business expenses incurred by you in the performance of your duties.

Entire Agreement: this letter agreement contains all of the terms of your employment with the Company, and supersedes any prior understandings or agreements, whether oral or written, between you and the Company. This agreement may not be modified except in writing signed by both parties. This agreement will be governed by the laws of the Commonwealth of Massachusetts, notwithstanding the conflict of laws principles thereof.

Early Termination: In the event that the Company's Board of Directors fails to approve the Minimum Capital recommendation, or the Company fails to raise the Minimum Capital by September 10, 2010, this Agreement shall terminate and any financial obligations of the Company to you shall become immediately due and payable in full.

Indemnification: To the fullest extent permitted or required by law, as the same exists or may hereafter be amended (but, in the case of any such amendment and unless applicable law otherwise requires, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment), the Company shall defend and indemnify you from any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative by reason of the fact that you are or were a director, officer, employee, or agent of the Company, or are or were serving at the request of the Company as a director, officer, employee, or agent of another Company, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), amounts paid in settlement, judgments, and fines actually and reasonably incurred by you in connection with such action, suit, or proceeding; provided , however, that no indemnification shall be made (i) in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness, or (ii) with respect to proceedings, claims or actions initiated or brought voluntarily by you and not by way of defense. The Company shall not settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought from the Company by you (whether you are an actual or potential party to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of you from all liability arising out of such claim, action, suit or proceeding.

I look forward to working with you, and am pleased to have you as part of our team.

Sincerely,

/s/ Edwin A. Reilly

Edwin A. Reilly
Chief Executive Officer

Agreed and Accepted:

/s/ Michael J. Mahoney

Michaek J. Mahoney
Date: July 8, 2010

EX-99.1

Exhibit 99.1

Aquamer Acquires Urban Agricultural Corp. to Revolutionize Farming

RED BANK, NJ (August 16, 2010) – Aquamer Medical Corp. ("Aquamer"; OTC:AQUM) today announced the acquisition of Urban Agricultural Corp. ("Urban Ag"), a privately owned company.   Under the terms of the agreement, Aquamer will acquire 100 percent of the common shares of Urban Ag in exchange for 60,000,002 shares of Aquamer common stock.  This stock-for-stock exchange is intended to be a tax-free transaction.

Urban Ag currently holds an exclusive license for the Commonwealth of Massachusetts and has right of first refusal to purchase exclusive licenses for New Jersey, Pennsylvania and California from TerraSphere Systems, LLC ("TerraSphere") a leader in designing and building highly efficient systems for growing fruits and vegetables in controlled, indoor environments.  With this acquisition, Aquamer intends to refocus its corporate energies and to rapidly expand Urban Ag's business of urban indoor farming, the environmentally friendly and sustainable urban production of healthy agricultural products under highly controlled, indoor conditions using advanced techniques and processes.  Initial production by Urban Ag is expected to consist primarily of leafy vegetables and herbs. To reflect this new focus, Aquamer will seek shareholder approval to change its name to Aquamer Urban Agricultural Corp.

"We plan to locally produce, in urban areas, environmentally friendly and sustainably grown healthy fruits and vegetables on a year-round basis," commented Ed Reilly, CEO of Urban Ag.  "TerraSphere has developed an advanced growth system that should allow us to produce these products year around, regardless of weather or environmental conditions, significantly benefiting local communities.  Using these proprietary growth systems, we plan to produce fruits and vegetables that are free of herbicides and pesticides and that will have a substantially longer shelf life than agricultural products produced by traditional farming techniques."

Nick Brusatore, inventor and co-founder of TerraSphere Systems said "Current economic, societal, political and regulatory trends have created strong demand for innovative agricultural solutions and presenting we believe a significant market opportunity for innovators such as TerraSphere and Urban Agricultural Corp.  It is a pleasure to have Urban Agricultural Corp and their management teams become part of TerraSphere's plan to produce a trusted guaranteed supply of fresh fruits and vegetables year round."

Under the terms of the license for Massachusetts, Urban Ag is obligated to pay TerraSphere a non-refundable, non-creditable license fee of $1,000,000 over twelve months ($250,000 of which has been paid) and a mid-single digit royalty on sales of produce grown with the use of TerraSphere technology (with a specified minimum annual royalty of between $60,000 and $78,000 over the life of the license).  The term of the license is for the greater of 15 years or the life of the TerraSphere patents.  If Urban Ag expands its operations in Massachusetts beyond certain levels, additional license fees may become payable to TerraSphere.

Concurrent with the closing, Richard Falcone has resigned as Chief Executive Officer of Aquamer and is being replaced by Edwin A. Reilly who has been appointed Chief Executive Officer and Director.  Michael J. Mahoney has been appointed as President and Director of Aquamer, and James A. Shanahan has been appointed its Chief Financial Officer.  Marshall Sterman will remain Chairman of the Board.

About Urban Agricultural Corp.

To conduct its urban indoor farming business, Urban Ag will be utilizing TerraSphere's proprietary system of vertically stacked growing trays that precisely controls light, temperature, water and nutrition to grow fruits and vegetables indoors. These systems are automated, software driven and sensitive to environmental concerns.

Aquamer believes that the market for urban indoor farming is significant.  It is estimated that by the year 2050 the world's population will increase by an additional three billion people to well over nine billion inhabitants, with as much as 70 percent of the world's population living in cities or urban areas by 2050, up from 49 percent today.  Considering that only about 10 percent of the earth's land is arable, and that more than 80 percent of this agriculturally suitable land is already being exploited, it is projected that there will not be enough horizontal growing space to feed this substantially increasing population.  For decades, humans have increasingly sought the economic and physical protection offered by urban centers, but our food production has primarily remained outside these locations where it is subject to the whims of the environment.  Urban indoor farming offers the promise of feeding an increasingly hungry world in a highly productive and environmentally frien dly manner.

Urban Ag's goal is to promote the sustainable consumption of natural resources through clean technologies,   to demonstrate environmentally and socially responsible business practices and to provide good jobs to empower a diverse community-based workforce while at the same time creating shareholder value. Urban Ag's farming activities will offer consumers a healthy, local, sustainable, eco-friendly alternative to large-scale industrial farming, which is highly dependent upon the use of agricultural fertilizers, herbicides and pesticides that may be harmful to consumers and both the agricultural products themselves and also the environment in which they are grown.  TerraSphere has provided data showing that its patented vertical farming technology reduces water consumption through a highly efficient closed loop design that requires up to 75 percent less water than conventional field agriculture watering practices.  Using these techniques, Urban Ag expects to be able to over 50 pound s of product per square foot per year, utilizing a short growing cycle of approximately 42 days versus 50 days for average greenhouse production and as compared to up to 70 days for traditional farming methodologies. 

Vertical farming offers a solution for increasing fruit, produce and herb production due to the high density production providing for a much reduced physical footprint and fewer resources relative to field agriculture. Vertical farming systems have the potential for increasing urban food supplies while decreasing the ecological impact of farming including a smaller carbon footprint due to the reduction in fuel required transporting product across the country. Urban Ag's system of pesticide and herbicide free production with closed loop systems that conserves water provides significant potential for the realization of environmentally sustainable urban food production. 

About TerraSphere Systems, LLC

TerraSphere Systems, LLC designs and builds highly efficient systems for growing fruits and vegetables in a controlled, indoor environment.  TerraSphere's revolutionary technology manages growing conditions to accelerate plant production and maximize crop yields using precise combinations of light, water, gases and nutrition to create ideal growing conditions for commercially desirable agricultural products in compact, automated facilities.  The firm's goal is to promote the sustainable consumption of natural resources through clean technology and to embody environmentally and socially responsible business practices that produce good jobs and power a diverse, community-based workforce.  For more information on TerraSphere Systems capitalize, LLC please visit www.TerraSphereSystems.com.

Contacts:

Press Inquiries:
Steve Simon
(847) 415-9347

Investors:
Ed Reilly
(508) 647-0041

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods.  Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions.  Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.  Our actual results may differ materially from those contemplated by the forward-looking statements.  We caution you therefore against relying on any of these forward-looking statements.  They are neither statements of historical fact nor guarantees or assurances of future performance.  Further information on risk factors is contained in the Comp any's filings with the Securities and Exchange Commission.  Any forward-looking statement made by in this press release speaks only as of the date on which it is made.  Factors or events that could cause actual results to differ may emerge from time to time, and it is not possible to predict all of them.  The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

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