Exhibit 10.2
------------











                              ACQUISITION AGREEMENT



                                 By and Between


                                   T&G2, INC.


                                       and


                              WHOLESALE BY US, LLC



                          Dated as of: August __ , 2004



                          Effective as of: July 1, 2004

<PAGE>






                              ACQUISITION AGREEMENT
                              ---------------------


       THIS  ACQUISITION  AGREEMENT  is made and  entered  into this ____ day of
July,  2004 (the  "Agreement")  by and between T&G2,  Inc. a Nevada  corporation
                   ---------
("Buyer"),  and  Wholesale  By  Us,  LLC a  Arizona  limited  liability  company
  -----
("Seller").
  ------


       WHEREAS,  Seller  operates an internet  based  marketing an  distribution
company  located in Arizona  with a web  address of  www.WholeSaleByUs.com  (the
                                                     ---------------------
"Business"); and
 --------

       WHEREAS,  the  purchase  price for all of the assets and  liabilities  of
Seller by Buyer,  including,  without limitation,  100% (one hundred percent) of
the  membership  interest of Seller,  is One  Hundred  Twelve  Thousand  Dollars
($112,000.00)  and Twenty  Million Shares of Buyer's  Restricted  Class A Common
Stock (the "Acquisition Shares"); and

       WHEREAS,  subject  to the  foregoing,  Seller  desires  to sell and Buyer
desires to purchase the Business in accordance with the terms,  conditions,  and
agreements hereinafter contained.

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

Section 1.    Sale and Purchase of Seller.
              ----------------------------

       1.1    Sale of Purchased Assets.
              -------------------------

       On the terms and subject to the conditions  set forth in this  Agreement,
at the Closing,  Seller will sell,  convey,  transfer  and assign to Buyer,  and
Buyer will purchase and accept from Seller all right,  title and interest in and
to all assets of Seller (other than the Excluded Assets, as hereinafter defined)
used in the operation of the Business,  (collectively,  the "Purchased Assets"),
including, without limitation, the following:

              (a)    Personal Property.
                     -----------------

              The  tangible  and  intangible  personal  property  set  forth  on
Schedule 1.1(a) (the "Personal Property").
---------------       -----------------

              (b)    Leases.
                     ------

              The rights of Seller under the real and personal  property  leases
and subleases set forth on Schedule 1.1(b).
                           ---------------

              (c)    Contracts.
                     ---------

              The rights and benefits of Seller under all contracts, agreements,
license  agreements,  vendor  agreements,  purchase orders,  commitments,  sales
orders and supply agreements set forth on Schedule 1.1(c).
                                          ---------------




<PAGE>






              (d)    Permits.
                     -------

              The  certificates,  permits,  license  rights,  consents,  grants,
ordinances,  leaseholds,  and all rights to construct,  maintain and operate the
Business and every right of every  character  whatever in connection  therewith,
and  the  obligations  thereof,  and  all  renewals,  extensions,  additions  or
modifications  of any of the foregoing;  as identified in Schedule  1.1(d),  but
                                                          ----------------
only to the extent that Seller's rights to the foregoing are transferable  under
applicable  federal,  state, local,  foreign or other laws, rules,  regulations,
orders,  injunctions,  building and other codes, ordinances,  permits, licenses,
decrees of federal,  state, local,  foreign or other authorities  (collectively,
"Laws"), (collectively, the "Permits");
 ----                        -------

              (e)    Customer List.
                     -------------

              The customer  list of the Business and all books,  files,  papers,
supplier lists  (identified  in Schedule  1.1(e) and other  databases,  licensee
                                ----------------
lists,  distributor lists, bid information and customer  correspondence relating
exclusively to the Business.

              (f)    Goodwill.
                     --------

              The goodwill associated exclusively with the Business.

       1.2    Excluded Assets.
              ---------------

       Those Excluded Assets, if any, specifically identified in Schedule 1.2.
                                                                 ------------

       1.3    Method of Conveyance.
              --------------------

              (a)    At the Closing, Seller shall effectuate the sale, transfer,
conveyance,  assignment  and  delivery  by  Seller of the  Business  to Buyer in
accordance  with Section 1.1 hereof and shall be deemed  effective as of July 1,
2004 and shall be  evidenced by Seller's  execution  and delivery of one or more
bills of sale, assignments, and other instruments of conveyance and transfer.

              (b)    At the Closing, Seller shall sell, transfer, convey, assign
and deliver to Buyer title to: (i) the Personal Property  specifically set forth
on Schedule  1.1(a) hereto by a separate Bill of Sale and Assignment in the form
   ----------------
attached hereto as Exhibit 5.5(a), free and clear of any and all liens, security
                   --------------
interests  and  rights of Seller  (collectively,  "Liens"),  except  for  Liens,
                                                   -----
encumbrances and other encroachments  specifically identified in Schedule 1.3(b)
                                                                 ---------------
(collectively,  the "Permitted  Liens") and Liens, if any, created by Buyer, and
                     ----------------
subject to the Assumed Obligations

              (c)    At the Closing,  except as  expressly  set forth in Section
1.3(b) with respect to the Personal Property,  Seller shall remise,  release and
quitclaim  to Buyer all  Seller's  right,  title and  interest  in and to all of
Seller's  assets,  without  warranties or covenants of title or  otherwise,  and
subject to the Assumed Obligations.  The form of such quitclaim conveyance shall
be in a form reasonably acceptable to counsel for Seller and Buyer giving effect
to the terms of this Agreement.




                                       -2-
<PAGE>






       1.4    Assumed Obligations.
              -------------------

       At the  Closing,  Buyer  shall  assume  and shall  agree to  satisfy  and
discharge,   as  the  same  shall  become  due,  (a)  all  of  the  liabilities,
obligations,  contracts  and  commitments  from the  operation of the  Business,
including,  without limitation,  those set forth on Schedule 1.1(b) and Schedule
                                                    ---------------     --------
1.1(c);  and (b) all  liabilities,  obligations  and  commitments  set  forth on
------
Schedule 1.4(b) (collectively, the "Assumed Obligations").
---------------                     -------------------

       1.5    Excluded Obligations.
              --------------------

       Buyer is not assuming, and Seller shall remain fully responsible for, all
indebtedness, liabilities, obligations, contracts and commitments of Seller that
are not Assumed Obligations (the "Excluded Obligations").
                                  --------------------

       1.6    Closing Date.
              ------------

       The closing of the  transactions  contemplated  by this  Agreement  shall
occur on or before the tenth  (10th) day  following  the  completion  of Buyer's
audit (the "Closing" or "Closing Date") or at such other date, time and place as
            -------      ------------
may be agreed upon by the parties. The foregoing notwithstanding, the sale shall
be deemed to have taken place on July 1, 2004 (the "Acquisition Date").

Section 2.    Purchase Price.
              --------------

       2.1    Purchase Price.
              --------------

       At the Closing,  Seller  shall  convey,  transfer,  assign and deliver to
Buyer all of the assests and  liabilities  of Seller in exchange for (a) Buyer's
assumption  of the  Assumed  Obligations;  (b)  payment  of One  Hundred  Twelve
Thousand  Dollars  ($112,000.00);  and (c) issuance of the  Acquisition  Shares,
fully paid, non assessable and duly issued (collectively, the "Purchase Price").
                                                               --------------

       2.2    Payment Terms.
              -------------

              (a)    Payment.
                     -------

              The Purchase Price shall be payable to Seller as follows:

                     (i)    A good faith deposit in the amount of $50,000.00 has
been paid on account of the Purchase Price.  If for any reason the  transactions
contemplated  herein are not consummated,  Seller shall  immediately  return the
good  faith  deposit  of  $50,000.00  without  any  rights  of  offset or claims
whatsoever.

                     (ii)   On the Closing Date, Buyer shall cause the delivery,
as  appropriate,  of the  balance  of the  Purchase  Price,  including,  without
limitation,  $62,000.00  in  immediately  available  funds,  to  Seller  by hand
delivery  or  internationally  recognized  overnight  delivery  service,  or  as
otherwise agreed to by the parties.



                                       -3-
<PAGE>






       2.3    Restrictive Legend
              ------------------

       Seller  and  Buyer  agree  that  the  Acquisition  Shares  will  bear the
restrictive legend as set forth on Schedule 2.3.
                                   ------------

       2.4    Repurchase of the Acquisition Shares.
              ------------------------------------

       The Buyer  reserves the right to  repurchase  certain of the  Acquisition
Shares in the event the Seller fails to attain  certain  average  monthly  gross
revenue  levels  (which  were  represented  by  Seller  and  are  a  fundamental
inducement in the Buyer consummating this transaction).  In the event, not later
than  December 31,  2006,  the Business  does not generate the  specified  gross
average monthly gross revenue levels as follows the Buyer may repurchase, at par
value, the following shares:

              (a)    In the event the Business does not generate average monthly
                     gross revenue of $100,000 for six consecutive  months,  the
                     Buyer  may  repurchase,   at  par  value,  fifteen  million
                     (15,000,000) of the Acquisition Shares.

              (b)    In the event the Business  does  generate  average  monthly
                     gross revenue of $100,000 for six consecutive  months,  but
                     does not generate average monthly gross revenue of $150,000
                     for  three  additional  consecutive  months,  the Buyer may
                     repurchase,  at par value, ten million  (10,000,000) of the
                     Acquisition Shares.

              (c)    In the event the Business  does  generate  average  monthly
                     gross  revenue of $100,000 for six  consecutive  months and
                     average   monthly  gross  revenue  of  $150,000  for  three
                     additional   consecutive  months,  but  does  not  generate
                     average   monthly  gross  revenue  of  $250,000  for  three
                     additional consecutive months, the Buyer may repurchase, at
                     par value,  seven million five hundred  (7,500,000)  of the
                     Acquisition Shares.

              (d)    In the event the Business  does  generate  average  monthly
                     gross  revenue of $100,000 for six  consecutive  months and
                     average   monthly  gross  revenue  of  $150,000  for  three
                     additional  consecutive  months and average  monthly  gross
                     revenue  of  $250,000  for  three  additional   consecutive
                     months, but does not generate average monthly gross revenue
                     of $500,000  for six  additional  consecutive  months,  the
                     Buyer  may   repurchase,   at  par  value,   five   million
                     (5,000,000) of the Acquisition Shares.

Section 3.    Representations and Warranties.
              ------------------------------

              3.1    Seller.
                     ------

       Seller   hereby   represents   and  warrants  to  Buyer,   all  of  which
representations and warranties are true,  complete,  and correct in all material
respects as of the date hereof and as of the Closing Date, as follows:



                                       -4-
<PAGE>






              (a)    Brokers.
                     -------

       Seller has not dealt with any broker, salesman,  finder or similar person
in connection with any part of the transactions  contemplated by this Agreement,
and, to Seller's actual knowledge,  without inquiry, no broker, salesman, finder
or similar  person is entitled  to any  commission  or fee with  respect to such
transactions as a result of Seller's actions.

              (b)    Title to Purchased Assets.
                     -------------------------

       As of the  Closing  Date,  to the extent of  Seller's  interest  therein,
Seller shall have good and valid title to the Personal Property specifically set
forth on Schedule  1.1(a) hereto,  free and clear of any Liens except  Permitted
         ----------------
Liens,  and except  for Liens,  if any,  created  by Buyer,  and  subject to the
Assumed Obligations.

              (c)    Restrictions on Transfer.
                     ------------------------

              Seller  acknowledges  that  the  Acquisition  Shares  will  bear a
restrictive  legend as required by Law.  Seller  represents that it will take no
action  contrary to the  restrictions  on transfer and will take all  reasonable
efforts to ensure compliance with same.

       3.2    Buyer.
              -----

       Buyer  hereby   represents   and   warrants  to  Seller,   all  of  which
representations and warranties are true,  complete,  and correct in all material
respects as of the date hereof and as of the Closing Date, as follows:

              (a)    Brokers.
                     -------

              Buyer has not dealt with any broker,  salesman,  finder or similar
person in  connection  with any part of the  transactions  contemplated  by this
Agreement,  and,  to  Buyer's  actual  knowledge  without  inquiry,  no  broker,
salesman,  finder or similar  person is entitled to any  commission  or fee with
respect to such transactions as a result of Buyer's actions.

              (b)    Restrictions on Transfer.
                     ------------------------

              Buyer  acknowledges  that  the  Acquisition  Shares  will  bear  a
restrictive  legend as required by Law.  Buyer  represents  that it will take no
action  contrary to the  restrictions  on transfer and will take all  reasonable
efforts to ensure compliance with same.

Section 4.    Covenants Prior to Closing.

       4.1    Seller's Covenants.
              ------------------

       Seller  covenants  that,  except as otherwise  consented to in writing by
Buyer,  from  and  after  the date  hereof  until  the  Closing  or the  earlier
termination  of this  Agreement,  the  Business  will be  conducted  only in the
ordinary  course and in  substantially  the same manner as heretofore  conducted
except as required by this  Agreement;  and Seller will use  reasonable  efforts


                                       -5-
<PAGE>






consistent  with past practice to preserve the  organization of the Business and
continuing business relationships with suppliers,  customers, clients and others
having business relations with Seller with respect to the Business.

       4.2    Access.
              ------

       From and after the date hereof and until the  Closing or the  termination
of this Agreement, Seller shall, upon reasonable prior notice, give to Buyer and
to Buyer's  counsel,  accountants,  consultants  and other  representatives  and
designees, reasonable access during normal business hours as Seller may approve,
to the properties, agreements, and records with respect to the Business and will
furnish to Buyer, at Buyer's  expense,  copies,  at a cost of no more than $0.10
per page, of all documents and all such  information  concerning  the properties
and affairs of the Business as Buyer may reasonably request.

       4.3    Cooperation.
              -----------

       Buyer and Seller  agree (a) to cooperate  with each other in  determining
whether any filings are required to be made or consents  required to be obtained
in any  jurisdiction  in connection with the  consummation  of the  transactions
contemplated  hereby  and in  making  or  causing  to be made any  such  filings
promptly and in seeking to obtain in a timely manner any such consents;  and (b)
to use all  reasonable  efforts  to  obtain  promptly  the  satisfaction  of the
conditions to the Closing of the  transactions  contemplated  herein.  Buyer and
Seller  shall  furnish  to each  other  and to each  other's  counsel  all  such
information as may be reasonably required in order to effectuate the foregoing.

Section 5.    Closing.
              -------

       5.1    Conditions to Buyer's Obligations.
              ---------------------------------

       The  obligations  of  Buyer  under  this  Agreement,  including,  without
limitation,  the  obligation  to  consummate  and  effect  the  purchase  of the
Purchased Assets, shall be subject to satisfaction of the following  conditions,
unless waived by Buyer:

              (a)    Buyer  shall  have a period  of  thirty  (30) days from the
execution of this  Agreement in which to complete its due  diligence  including,
but not limited to,  verification of income and expenses and a complete audit of
same. In the event Buyer is not completely  satisfied,  Buyer may terminate this
Agreement.

              (b)    Seller shall have  performed  in all material  respects all
agreements, and satisfied in all material respects all conditions on its part to
be performed or satisfied hereunder at or prior to the Closing Date.

              (c)    All  representations  and warranties of Seller herein shall
have been true and  correct  in all  material  respects  when  made,  shall have
continued  to have been true and correct in all  material  respects at all times
subsequent  thereto,  and shall be true and correct in all material  respects on
and as of the Closing  Date as though made on, as of and with  reference to such
date.




                                       -6-
<PAGE>






              (d)    Seller  shall  have  executed  and  delivered  to Buyer all
documents contemplated by Section 5.5 of this Agreement.


              (e)    Prior to the  Closing  Date,  Buyer and  Seller  shall have
obtained all necessary authorizations,  consents, approvals and permits required
by Law for the consummation of the  transactions  contemplated by this Agreement
(collectively, "Regulatory Approvals").
                --------------------

       5.2    Conditions to Seller's Obligations.
              ----------------------------------

       The  obligations  of Seller  under  this  Agreement,  including,  without
limitation, the obligation to consummate and effect the sale shall be subject to
satisfaction of the following conditions, unless waived by Seller:

              (a)    Buyer shall have  performed  in all  material  respects all
agreements, and satisfied in all material respects all conditions on its part to
be performed or satisfied hereunder at or prior to the Closing Date.

              (b)    All of the  representations  and warranties of Buyer herein
shall have been true and correct in all material  respects when made, shall have
continued  to have been true and correct in all  material  respects at all times
subsequent  thereto,  and shall be true and correct in all material  respects on
and as of the Closing Date as though made on, as of, and with  reference to such
date.

              (c)    Buyer  shall  have  executed  and  delivered  to Seller all
documents contemplated by Section 5.4 of this Agreement.

              (d)    Prior to the  Closing  Date,  Buyer and  Seller  shall have
obtained all necessary Regulatory Approvals.

       5.3    Conditions to Seller's and Buyer's Obligations.
              ----------------------------------------------

       The  obligations  of Seller and Buyer to  consummate  and effect the sale
pursuant  to  this  Agreement  shall  be  subject  to the  following  additional
condition, unless waived by Seller and Buyer:

              (a)    No  injunction  or temporary  restraining  order shall have
been granted  restraining or prohibiting the  consummation  of the  transactions
contemplated  by  this  Agreement,  and no  action,  suit  or  other  proceeding
instituted by any federal,  state, or local governmental  authority seeking such
an injunction or order shall be pending or threatened.

       5.4    Buyer's Closing Documents.
              -------------------------

       At the  Closing,  Buyer will  deliver to  Seller,  in form and  substance
consistent with this Agreement:

              (a)    The Purchase Price as provided in Section 2.1.

              (b)    An   instrument   of   assumption   assuming   the  Assumed
Obligations, which instrument shall have terms and conditions conforming to this
Agreement.


                                       -7-
<PAGE>






              (c)    Such other  documents as Seller may  reasonably  request to
effectuate the transactions contemplated by this Agreement.

       5.5    Seller's Closing Documents.
              --------------------------

       At the  Closing,  Seller  will  deliver to Buyer,  in form and  substance
consistent with this Agreement:

              (a)    A Bill of Sale  in the  form  attached  hereto  as  Exhibit
                                                                         -------
5.5(a).
------

              (b)    Assignment of the real property lease, if any.

              (c)    Copies of company resolutions authorizing the execution and
delivery of, and performance of Seller's obligations under, this Agreement.

              (d)    A certificate of Seller, certifying and warranting that the
representations, warranties and agreements of Seller contained in this Agreement
are true and accurate in all  material  respects as of the Closing Date and that
Seller has satisfied and performed all of its respective obligations hereunder.

              (e)    Such other documents as Buyer shall  reasonably  request to
effectuate the transactions contemplated by this Agreement.

       5.6    Closing Apportionments.
              ----------------------

                     NONE

       5.7    Adjustments/Prorations.
              ----------------------

                     NONE

Section 6.    Additional Covenants.
              --------------------

       If the Closing  occurs  hereunder,  then from and after the Closing Date,
the parties hereto shall be bound by the following covenants:

       6.1    Post-Closing Access.
              -------------------

       Buyer shall,  following  the Closing,  give to Seller and its  respective
authorized representatives such reasonable access, at Seller's cost and expense,
during  normal  business  hours and upon  prior  notice,  to books  and  records
constituting  part  of the  Seller  (including,  without  limitation,  all  such
accounting books and tax records) as Seller may reasonably require in connection
with the  preparation  and filing of tax  returns or any claim made by any party
with respect to a liability or obligation.



                                       -8-
<PAGE>






       6.2    Nondisclosure.
              -------------

       If this  Agreement  and the  transactions  provided  for herein  shall be
terminated  or abandoned for any reason  whatsoever,  each party shall return to
the  other  parties  any and all  proprietary,  confidential  and  trade  secret
information and data furnished to such party in connection  herewith and hold in
confidence its knowledge of any and all such proprietary, confidential and trade
secret  information  or data and not  disclose or publish  the same  directly or
indirectly  (a)  without  the prior  written  consent of such other party or (b)
until the same has been  theretofore  publicly  disclosed by such other party or
otherwise  ceased to be trade  secret or  confidential  as  evidenced by general
public  knowledge;  provided,  however,  that each party shall have the right to
disclose such information,  without consent to the extent that (x) such party is
required by Law to do so, or (y) such  disclosure is required in connection with
litigation  pertinent  to such  information.  For  purposes of this Section 6.2,
proprietary,  confidential  and trade secret  information  shall include without
limitation  confidential and/or proprietary  information  regarding the business
and financial affairs of such party.

       6.3    Non-Compete.
              -----------

       Unless the Seller  receives the prior written  consent of the Buyer,  the
Seller, and any of its members, officers,  directors and/or key employees, shall
not directly or indirectly compete with the Business of the Company for a period
of five (5) years after the Closing  (the  "Restricted  Period").  The term "not
compete",  as used herein,  shall mean that the Seller, and any of its officers,
directors, key employees, shall not own, manage, operate, consult or be employed
in a business substantially similar to, or in competition with the Business (the
"Restricted  Activities").  The  Restricted  Activities  shall not  include  the
                                                               ---
current operation of PC Onsite,  LLC (in the business of selling,  on line, used
computer  equipment)  and PALS (in the  business of selling,  on line,  urns and
other  animal  death  related  items),  each an entity  owned by  certain of the
members, officers,  directors and/or key employees of the Seller.  Additionally,
of personal items by the members, officers, directors and/or key employees shall
not be  considered  Restricted  Activities,  provided such sales are personal in
nature and do not evolve into a business  venture of any type.  In the event the
Buyer, voluntarily or involuntarily, ceases the operation of the business of the
Seller,   through  bankruptcy  or  liquidation,   the  Restricted  Period  shall
terminate.  Should  the Seller  breach  this  provision,  the  Company  shall be
entitled  to an  injunction  restraining  the Seller,  and any of its  officers,
directors, key employees, from owning, managing, operating,  consulting or being
employed in a business  substantially  similar to, or in  competition  with, the
Business.  Additionally,  the Company shall be entitled to punitive  damages for
such  conduct and need not prove that such damages are  recoverable  by law. The
right to  secure  an  injunction,  or  recover  punitive  damages,  is not to be
considered  the  Buyer's  exclusive  rights  and the Buyer may  pursue any other
remedies it may have,  in law or in equity,  against  the Seller,  or any of its
officers, directors, key employees, for a breach of this provision.

       6.4    Further Assurances.
              ------------------

       Each of the parties  hereto will cooperate with the other and execute and
deliver to the other  parties  hereto such other  instruments  and documents and
take such other actions as may be reasonably  requested from time to time by any
other party hereto as necessary to carry out,  evidence and confirm the intended
purposes of this Agreement



                                       -9-
<PAGE>






Section 7.    Survival of Representations and Warranties; Indemnification.
              -----------------------------------------------------------

       7.1    Survival of Representations and Warranties.
              ------------------------------------------

       The  representations and warranties of Buyer and Seller set forth in this
Agreement  and  in  any  certificate,  agreement,  or  instrument  delivered  in
connection with the transactions  contemplated hereby, shall survive Closing for
the following periods:

              (a)    With respect to the  representations and warranties arising
under  Section  3.1(a),   Section  3.1(b)  and  Section  acknowledges  that  the
Acquisition  Shares will bear a  restrictive  legend as required by Law.  Seller
represents that it will take no action contrary to the  restrictions on transfer
and will take all reasonable efforts to ensure compliance with same.

3.2(a) of this Agreement, for a period of 24 months; and

              (b)    With respect to the  representations and warranties arising
under Section 3.2(b) and of this Agreement, for an indefinite period of time.

       7.2    Indemnification by Seller.
              -------------------------

       Seller shall,  defend,  indemnify,  and hold harmless Buyer and officers,
directors,  shareholders, agents, employees and affiliates, and their successors
and permitted assigns  (individually,  a "Buyer Indemnitee" and collectively the
                                          ----------------
"Buyer Indemnitees"), from and against any and all claims, losses, deficiencies,
 -----------------
liabilities,  obligations,  damages,  penalties,  punitive  damages,  costs, and
expenses (including, without limitation, legal, accounting and consulting fees),
resulting from third party claims (collectively,  "Losses"), suffered by a Buyer
                                                   ------
Indemnitee, which arise out of or result from:

              (a)    any material inaccuracy or material misrepresentation in or
material  breach of any of the  covenants or  agreements  made by Seller in this
Agreement  or in any  document,  certificate  or  affidavit  delivered by Seller
pursuant to the provisions of this Agreement;

              (b)    any taxes arising from the operation of the Business  prior
the Closing Date;

              (c)    the Excluded Obligations;

              (d)    the Excluded Assets; and

              (e)    any other  matter  related to the  conduct of the  Business
prior to the Closing  Date or use of the  Purchased  Assets prior to the Closing
Date, other than Assumed Obligations.

       7.3    Indemnification by Buyer.
              ------------------------

       Buyer shall  defend,  indemnify  and hold  harmless  Seller and  Seller's
officers, directors,  shareholders,  agents, employees and affiliates, and their
successors  and  permitted  assigns  (individually,  a "Seller  Indemnitee"  and
                                                        ------------------
collectively  the  "Seller  Indemnitees")  from and  against any and all Losses,
                    -------------------
suffered by a Seller Indemnitee, which arise out of or result from:



                                      -10-
<PAGE>






              (a)    any material inaccuracy or material misrepresentation in or
material  breach of any of the  covenants  or  agreements  made by Buyer in this
Agreement  or in any  document,  certificate  or  affidavit  delivered  by Buyer
pursuant to the provisions of this Agreement;

              (b)    any taxes  arising from the  operation of the Business from
and after the Closing Date;

              (c)    any of the Assumed Obligations; and

              (d)    any other  matter  related to the  conduct of the  Business
from and after the  Closing  Date or the use of the  Purchased  Assets  from and
after the Closing Date.

       7.4    Indemnification Payments.
              ------------------------

       All indemnity payments, whether by Buyer or Seller, to be made under this
Agreement shall be made in immediately available funds.

       7.5    Procedure for Third Party Claims.
              --------------------------------

              (a)    Notice to the indemnifying  party shall be given within ten
(10) days (or such later time period if the party seeking  indemnification  will
be materially prejudiced by such ten day notice requirement,  but in such cases,
as  promptly  as  possible)  after  receipt  by any Seller  Indemnitee  or Buyer
Indemnitee  of  actual  knowledge  of  the  commencement  of any  action  or the
assertion  of any claim that will likely  result in a claim by it for  indemnity
pursuant to this Agreement. Such notice shall set forth in reasonable detail the
nature of such action or claim to the extent  known,  and include  copies of any
written  correspondence  from the party  asserting such claim or initiating such
action. The indemnifying party shall be entitled,  at its own expense, to assume
or  participate  in the defense of such  action or claim.  In the event that the
indemnifying  party  assumes the  defense of such  action or claim,  it shall be
conducted  by counsel  chosen by such party and  approved  by the party  seeking
indemnification,   which  approval  shall  not  be  unreasonably   withheld.  No
settlement of a matter by the party seeking  indemnification shall be binding on
the indemnifying party for purposes of establishing such party's indemnification
obligations hereunder.

              (b)    With respect to actions as to which the indemnifying  party
does  not  exercise  its  right  to  assume  the  defense,   the  party  seeking
indemnification  shall assume and control the defense of and contest such action
with counsel chosen by it and approved by the indemnifying party, which approval
shall not be unreasonably  withheld. The indemnifying party shall be entitled to
participate in the defense of such action,  the cost of such participation to be
at its own  expense.  The  indemnifying  party  shall  be  obligated  to pay the
reasonable attorneys' fees and expenses of the party seeking  indemnification to
the  extent  that  such  fees  and  expenses   relate  to  claims  as  to  which
indemnification is payable under Sections 7.2 or 7.3.

              (c)    Both the indemnifying party and the indemnified party shall
cooperate fully with one another in connection with the defense,  compromise, or
settlement of any such claim or action, including, without limitation, by making
available  to the other all  pertinent  information  and  witnesses  within  its
control.  Without  limitation of the  foregoing,  any party granted the right to
direct the defense of a threatened or actual suit,  investigation  or proceeding


                                      -11-
<PAGE>






hereunder shall:  (i) keep the other fully informed of material  developments in
the action,  suit,  investigation  or  proceeding  at all stages  thereof;  (ii)
promptly  submit to the other  copies of all  pleadings,  responsive  pleadings,
motions and other similar legal documents and papers received in connection with
the action,  suit,  investigation or proceeding;  (iii) permit the other and its
counsel, to the extent  practicable,  to confer on the conduct of the defense of
the  action,  suit,  investigation  or  proceeding;   and  (iv)  to  the  extent
practicable, permit the other and its counsel an opportunity to review all legal
papers  to be  submitted  prior to their  submission.  The  parties  shall  make
available to each other and each other's  counsel and  accountants all of its or
their  books  and  records  relating  to  the  action,  suit,  investigation  or
proceeding,  and each party shall render to the other such  assistance as may be
reasonably  required in order to insure the proper and  adequate  defense of the
action,  suit,  investigation  or  proceeding.   The  parties  shall  use  their
respective  good faith  efforts to avoid the waiver of any  privilege  of either
party.

              (d)    In the event that a party makes an indemnity  claim that is
determined by a court of competent  jurisdiction to be without  reasonable basis
in law or fact,  that party shall bear all costs and expenses  (including  court
costs and reasonable  legal and accounting  fees) incurred by the other party in
investigating and defending against such claim.

       7.6    Indemnification Exclusive Remedy.
              --------------------------------

       This Section 7 constitutes  the sole and exclusive  remedy of the parties
with respect to any subject  matters  addressed  herein,  and Buyer,  on the one
hand, and Seller, on the other hand, hereby waive and release the other from any
and all other claims or other  causes of action,  including  without  limitation
claims for contribution, relating to any such subject matter.

       7.7    Successors.
              ----------

       The merger, consolidation,  liquidation, dissolution or winding up of, or
any similar  transaction with respect to, the parties hereto shall not affect in
any manner the  obligations  of the  parties  pursuant to Section 7 or any other
term or provision of this Agreement,  and the parties covenant and agree to make
adequate provision for their liabilities and obligations  hereunder in the event
of any such transaction.

       7.8    Limits on Indemnification.
              -------------------------

       Notwithstanding the provisions of Sections 7.2 and 7.3 and above, neither
the Buyer  Indemnitees nor the Seller  Indemnitees  shall be entitled to receive
indemnification  under  this  Agreement  for a claim  relating  to a breach of a
representation or warranty contained herein.

Section 8.    General Provisions.
              ------------------

       8.1    No Third Party Beneficiaries.
              ----------------------------

       Nothing in this  Agreement is  intended,  nor shall it be  construed,  to
confer  any  rights  or  benefits  upon any  person,  corporation,  association,
partnership,  limited liability company, joint venture, organization,  business,
individual,  government or government agency or political subdivision thereof or
any other entity (a "Person")  other than the parties hereto,  their  successors



                                      -12-
<PAGE>






and  assigns  pursuant  to Section  8.5,  and solely to the extent  provided  in
Section 7, the other  Seller  Indemnitees  and Buyer  Indemnitees,  and no other
Person shall have any rights or remedies hereunder.

       8.2    Expenses of the Parties; Certain Litigation.
              -------------------------------------------

       All expenses involved in the preparation, authorization, and consummation
of this Agreement,  incurred up to and including the Closing, including, without
limitation,  all fees and  expenses  of agents,  representatives,  counsel,  and
accountants  in  connection  therewith,  shall be borne  solely by the party who
shall have incurred the same, and the other part[ies] shall have no liability in
respect thereof;  provided,  however,  that nothing herein shall be construed to
release or impair any claim for damages by any party.

       8.3    Amendment and Waiver.
              --------------------

       This  Agreement  may not be changed or  terminated  orally.  No waiver of
compliance with any provision or condition  hereof,  and no consent provided for
herein shall be effective  unless  evidenced  by an  instrument  in writing duly
executed by the party hereto sought to be charged with such waiver or consent.

       8.4    Miscellaneous.
              -------------

       The section  headings of this Agreement are for  convenience of reference
only and do not form a part hereof and do not in any way modify,  interpret,  or
construe the intentions of the parties. This Agreement may be executed in one or
more  counterparts and all such  counterparts  shall constitute one and the same
instrument.  Delivery  of an  executed  signature  page  to  this  Agreement  by
facsimile  transmission  shall be as effective as delivery of a manually  signed
counterpart of this Agreement. This Agreement shall be governed by and construed
in accordance with the laws of the State of New Jersey; without giving effect to
the conflict of laws principles thereof.  Each of the parties hereto consents to
submit to the  exclusive  jurisdiction  of the courts of the State of New Jersey
and of the United States District Court for the District of New Jersey,  for any
litigation  arising  out of or relating to this  Agreement  or any  certificate,
agreement  or  instrument   delivered  in  connection   with  the   transactions
contemplated  hereby and  thereby  (and agrees not to  commence  any  litigation
relating  hereto or thereto  except in such courts).  Each of the parties hereto
hereby agrees that any such litigation  brought in any court of the State of New
Jersey or of the United States District Court for the District of New Jersey has
been brought in the proper venue and forum.

       8.5    Binding Effect.
              --------------

       This  Agreement  shall  inure to the  benefit of and be binding  upon the
parties  hereto  and their  respective  administrators,  legal  representatives,
successors and permitted assigns.

       8.6    Publicity.
              ---------

       No party hereto or its  representatives  will,  without the prior written
consent of the other parties,  disclose to any other Person any information that
has  been  made  available  in  connection  with  this  Agreement   (other  than
information  which has been published or made publicly  available  other than by


                                      -13-
<PAGE>






unauthorized disclosure of a party), make any public announcement concerning the
transactions  contemplated hereby or disclose any of the terms,  conditions,  or
other facts with respect to this  Agreement,  except (i) as required by Law, and
(ii) with respect to a proposed or ultimate purchaser of all or a portion of the
assets or capital stock of Seller or parent entity of Seller.  If  circumstances
make it impossible to give prior written notice of any such  requirement of Law,
then any  disclosure  made shall be no more  extensive than is necessary to meet
the minimum requirement imposed on the party making such disclosure

       8.7    Complete Agreement.
              ------------------

       This  Agreement  and the  Exhibits  and  Schedules  and  other  documents
referred to herein contain the entire agreement  between the parties hereto with
respect to the  transactions  contemplated  herein and  supersede  all  previous
negotiations, commitments, and writings.

       8.8    Notices.
              -------

       Any notice,  report, demand, waiver, consent or other communication given
by a party under this Agreement  (each a "Notice")  shall be in writing,  may be
given by a party or its legal counsel,  and shall be deemed to be duly given (i)
when personally  delivered,  or (ii) upon delivery by United States Express Mail
or similar overnight courier service which provides evidence of delivery,  or if
refused  upon the first date of  attempted  delivery or (iii) when five (5) days
have elapsed after its  transmittal  by registered  or certified  mail,  postage
prepaid,  return receipt  requested,  addressed to the party to whom directed at
that party's  address as it appears below or another address of which that party
has given notice,  or (iv) when  delivered by facsimile  transmission  if a copy
thereof is also delivered in person or by overnight courier.  Notices of address
change shall be effective  only upon receipt  notwithstanding  the provisions of
the foregoing sentence.

       Notice to Buyer shall be sufficient if given to:

                                        T&G2, Inc.
                                        1 Anderson Road, Suite 105
                                        Bernardsville, New Jersey  07924
                                        Attn: James Farinella
                                        Fax: (908)

              with a copy to:           Heimerl Law Firm
                                        1 Anderson Road, Suite 105
                                        Bernardsville, New Jersey  07924
                                        Attn: Wolfgang Heimerl, Esq.
                                        Fax: (908) 766-4821

Notice to Seller shall be sufficient if given to:

                                        Wholesale By Us, LLC
                                        5609 West Latham Street
                                        Phoenix, Arizona  85403
                                        Attn:  Casey Hagon
                                        Fax:



                                      -14-
<PAGE>






              with a copy to:







       8.9    Assignment.
              ----------

       Except as  expressly  provided  herein,  this  Agreement  and any  rights
pursuant  hereto shall not be  assignable  by Seller or Buyer  without the prior
written consent of the other party.

       8.10   Severability.
              ------------

       If any term or provision of this Agreement shall be held to be invalid or
unenforceable for any reason, such term or provision shall be ineffective to the
extent of such invalidity or unenforceability without invalidating the remaining
terms and provisions  hereof,  and this Agreement  shall be construed as if such
invalid or unenforceable term or provisions had not been contained herein.

       8.11   Termination.
              -----------

              (a)    This  Agreement  may be terminated at any time prior to the
Closing by mutual written consent of Seller and Buyer.

              (b)    This  Agreement  may be  terminated by the Buyer (i) during
the Due  Diligence  Period,  in  Section  5.1(a),  if  Buyer  is not  completely
satisfied with the verification of revenue and expenses or its audit; or (ii) in
the event the  required  consents  are not  obtained to  assign/assume  the real
property lease and equipment/machinery note.

              (c)    At any time on or prior to the Closing Date, if Buyer shall
default in the  observance  or in the due and timely  performance  of any of its
material covenants herein contained, or if there shall exist any breach by Buyer
of any of its  representations  and warranties set forth in this Agreement,  and
such  default or breach is not cured  within a period of thirty  (30) days after
written notice is given to Buyer,  then Seller may (i) terminate this Agreement,
or (ii)  resort  to  Seller's  right to seek an  equitable  remedy  of  specific
performance of this Agreement against Buyer.

              (d)    At any time on or  prior to the  Closing  Date,  if  Seller
shall default in the  observance or in the due and timely  performance of any of
its material  covenants herein contained,  or if there shall exist any breach by
Seller of any of its representations and warranties set forth in this Agreement,
and such  default  or breach is not  cured  within a period of thirty  (30) days
after  written  notice is given to  Seller,  then Buyer may (i)  terminate  this
Agreement,  or (ii)  resort  to  Buyer's  right to seek an  equitable  remedy of
specific performance of this Agreement against Seller.



                                      -15-
<PAGE>






              (e)    If this  Agreement is  terminated as provided  herein:  (i)
each party will redeliver all  documents,  work papers and other material of the
other party or parties relating to the transactions contemplated hereby, whether
so obtained before or after the execution  hereof,  to the party  furnishing the
same; and (ii) no  information  received by any party hereto with respect to the
business  of  the  other  party  or  their  affiliated   companies  (other  than
information  which is a matter of public  knowledge or which has heretofore been
or is hereafter published in any publication for public distribution or filed or
available as public  information with any  governmental  authority) shall at any
time be used for the advantage of, or disclosed to third parties,  by such party
for any  reason  whatsoever;  and  thereafter  (iii)  no  party  shall  have any
liability or further  obligation to any other party to this Agreement  except as
provided by this Section 8.11, except to the extent such claim or obligation has
accrued prior to such termination of this Agreement.

       8.12   Dispute Resolution.
              ------------------

       The parties to this Agreement  agree that should any dispute arise out of
any portion of this  Agreement  that,  the parties  will submit such  dispute to
binding  mediation  before mutually agreed upon  independent  third party.  Such
mediation  shall  be  conducted  under  the  Rules of the  American  Arbitration
Association or such other rules as the parties may mutually agree upon.











       IN WITNESS  WHEREOF,  each of the parties has caused this Agreement to be
duly executed as of the date first above written.



                                          T&G2, INC., a Nevada Corporation




                                          By:
                                             -----------------------------------
                                             Name:   James Farinella
                                             Title:  President & C.E.O








                                      -16-
<PAGE>






                                          WHOLESALE BY US, LLC, a Arizona
                                          limited liability company



                                          By:
                                             -----------------------------------
                                             Name:   Casey Hagon
                                             Title:  Managing Member











































                                      -17-
<PAGE>






                                 Schedule 1.1(a)

                                     to the

                            Asset Purchase Agreement
                            ------------------------




1.     Any and all equipment,  machinery,  furniture and fixtures located at the
       Seller's  offices,  including,  without  limitation the equipment used to
       operate the Business, as set forth below:


                Make              Model No.             Serial No.
                ----              ---------             ----------




2.     The Seller's telephone number web site address for the Business;


3.     All warranties, operating manuals, and other documents which are relevant
       to the Purchased Assets;


4.     Government approvals,  permits and licenses, if any, necessary to own and
       operate the Business;


5.     Goodwill;


6.     Customer Lists; and


7.     Trade Name for the sole use of operating the Business.





<PAGE>







                                 Schedule 1.1(b)

                                     to the

                            Asset Purchase Agreement
                            ------------------------



                              Real Property Leases
                              --------------------


?



                                Equipment Leases
                                ----------------


?




<PAGE>






                                 Schedule 1.1(c)

                                     to the

                            Asset Purchase Agreement
                            ------------------------



                          Contracts and Other Documents
                          -----------------------------



?



                              Employment Agreements
                              ---------------------



?










<PAGE>






                                 Schedule 1.1(d)


                                     to the


                            Asset Purchase Agreement
                            ------------------------



                                 List of Permits
                                 ---------------





              ?

<PAGE>






                                 Schedule 1.1(e)

                                     to the

                            Asset Purchase Agreement
                            ------------------------



                    List of Suppliers, Vendors and Customers
                    ----------------------------------------




<PAGE>






                                  Schedule 1.2

                                     to the

                            Asset Purchase Agreement
                            ------------------------



                                 Excluded Assets
                                 ---------------



?







<PAGE>






                                 Schedule 1.3(b)

                                     to the

                            Asset Purchase Agreement
                            ------------------------



                                 Permitted Liens
                                 ---------------



?




<PAGE>






                                 Schedule 1.4(b)

                                     to the

                            Asset Purchase Agreement
                            ------------------------



                               Assumed Obligations
                               -------------------





Real Property Lease - ?

Machinery and Equipment Loans - ?




<PAGE>






                                  Schedule 2.3

                                     to the

                            Asset Purchase Agreement
                            ------------------------



                          Allocation of Purchase Price
                          ----------------------------




         ?














<PAGE>






                                 Exhibit 5.5(a)

                              Form of Bill of Sale
                              --------------------



See attached.