Exhibit 10.1
------------










                              ACQUISITION AGREEMENT



                                 By and Between


                                   T&G2, INC.


                                       and


                             HOLTERMANN & TEAM GMBH



                           Dated as of March 29, 2004

<PAGE>






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

       THIS  ACQUISITION  AGREEMENT  is made and  entered  into this 15th day of
March,  2004 (the  "Agreement") by and between T&G2,  Inc. a Nevada  corporation
                    ---------
("Buyer"), and Holtermann & Team, GmbH, a German company ("Seller").
  -----                                                    ------

       WHEREAS,  Seller operates a marketing an distribution  company located at
Kranichsteiner  Strasse 21, Frankfurt am Main,  Germany 60598 (the  "Business");
                                                                     --------
and

       WHEREAS,  the  purchase  price for all of the  assets of Buyer by Seller,
together with 100% (one hundred  percent) of all equity  interest of Seller (the
"Purchased  A&E") is Ten  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 Purchased A&E 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 Assets and Equity.
              ---------------------------------------

       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.
              ---------------

       Notwithstanding  Section  1.1 of this  Agreement  and its  subparts,  the
Purchased A&E shall  specifically  exclude the Excluded  Assets (as  hereinafter
defined),  which Excluded Assets shall remain the sole and exclusive property of
Seller.  The Excluded Assets shall include:  (a) those Excluded Assets,  if any,
specifically identified in Schedule 1.2.
                           ------------

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

              (a)    Upon  delivery  of  the  Acquisition   Shares,   the  sale,
transfer, conveyance,  assignment and delivery by Seller of the Purchased A&E to
Buyer in  accordance  with  Section 1.1 shall be effected on the Closing Date 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 the
Purchased  A&E,  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  arising under the Purchased A&E or 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 about April 1, 2004 (the  "Closing"  or  "Closing  Date") or at such
                                       -------        -------------
other date, time and place as may be agreed upon by the parties.

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

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

       At the Closing,  Seller  shall  convey,  transfer,  assign and deliver to
Buyer the  Purchased  A&E in exchange for (a) Buyer's  assumption of the Assumed
Obligations;  and (b)  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)    On the Closing Date, Buyer shall cause the delivery,
as   appropriate,   of  the  Purchase  Price  to  Seller  by  hand  delivery  or
internationally recognized overnight delivery service, or as otherwise agreed to
by the parties.

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

       Seller  and  Buyer  agree  that  the  Acquisition  Shares  have  not been
registered in any jurisdiction and will bear the restrictive legend as set forth
on Schedule 2.3.
   ------------







                                       -3-
<PAGE>






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:

              (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 are being issued
in accordance with  Regulation S and will bear a restrictive  legend as required
by  Law.  Seller  represents  that  it  will  take  no  action  contrary  to the
restrictions  on transfer set forth in Regulation S 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 are being issued in
accordance with  Regulation S and will bear a restrictive  legend as required by



                                       -4-
<PAGE>






Law. Buyer  represents that it will take no action contrary to the  restrictions
on transfer set forth in  Regulation S 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
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 ten  (10)  days  from  the
execution of this  Agreement in which to complete its due  diligence  including,
but not limited to,  verification of income and expenses.  In the event Buyer is
not completely satisfied, Buyer may terminate this Agreement.




                                       -5-
<PAGE>






              (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.

              (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 of the Purchased
A&E 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 of
the Purchased A&E 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.



                                       -6-
<PAGE>






       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.

              (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.
              ----------------------

              (a)    The following items shall be apportioned as of the close of
business  on the day  immediately  prior to the  Closing  Date  (with such meter
readings as shall be  appropriate)  and paid by Seller or Buyer to the other, as
the case may be, or  credited  against  the  Purchase  Price,  in respect of all
periods prior to the Closing Date:


                     NONE

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

                     NONE



                                       -7-
<PAGE>






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 Purchased A&E (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.

       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 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  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 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 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 agrees that for a period of five (5) years after
the  Closing  (the  "Restricted  Period"),  Seller,  and  any of  its  officers,
directors and/or key employees, will not directly or indirectly compete with the
Business of the Company  within a ten (10) mile radius of the  premises.  In the
event of a decision of the Buyer to terminate  the Business  and  liquidate  its
assets,  or the filing of a petition in bankruptcy,  following such liquidation,
or the issuance of an Order of Discharge  in the  bankruptcy,  there shall be no
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.  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, are not to be considered the Buyer's exclusive rights and the Buyer may



                                       -8-
<PAGE>






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.  Notwithstanding  the  foregoing,  Seller and Buyer
agree that any of the  Purchased  A&E not  specifically  set forth in  Schedules
1.1(a) which may be  subsequently  conveyed by Seller to Buyer  pursuant to this
Section 6.4, shall be conveyed to Buyer in a quitclaim form  consistent with the
provisions and intent of Section 1.3(c).

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 are being issued in  accordance  with  Regulation S and will
bear a restrictive  legend as required by Law.  Seller  represents  that it will
take no action contrary to the  restrictions on transfer set forth in Regulation
S 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;



                                       -9-
<PAGE>






              (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:

              (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  A&E 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.



                                      -10-
<PAGE>






              (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
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.



                                      -11-
<PAGE>






       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
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



                                      -12-
<PAGE>






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
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)



                                      -13-
<PAGE>






       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:

                                   Holterman & Team, GmbH
                                   Kranichsteiner Strasse 21,
                                   Frankfurt am Main, Germany 60598
                                   Attn:  Alexander Holterman
                                   Fax:

       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 (ii) in the event
the required  consents are not obtained to assign/assume the real property lease
and equipment/machinery note.




                                      -14-
<PAGE>






              (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 ten (10) 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 ten (10) 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.

              (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




                                      -15-
<PAGE>






                                        HOLTERMAN & TEAM, GMBH, a German company



                                        By:
                                           -------------------------------------
                                           Name:   Alexander Holtermann
                                           Title:  Owner
















































                                      -16-
<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.
                  ----                                   ---------

              Sun MicroSystems                          420E Server


2.     The Seller's Telephone Number 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
                              --------------------

NONE



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

NONE




<PAGE>






                                 Schedule 1.1(c)

                                     to the

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



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


Loan Agreement with Sabrina Holdings dated December 1, 2003.













<PAGE>






                                 Schedule 1.1(d)

                                     to the

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



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



       NONE







<PAGE>






                                 Schedule 1.1(e)

                                     to the

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



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





As supplied by Seller







<PAGE>






                                  Schedule 1.2

                                     to the

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



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



NONE







<PAGE>






                                 Schedule 1.3(b)

                                     to the

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



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



NONE




<PAGE>






                                 Schedule 1.4(b)

                                     to the

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



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



Loan Commitment from Sabrina Holdings dated December 1, 2003




<PAGE>






                                  Schedule 2.3

                                     to the

                               Restrictive Legend
                               ------------------



THE SHARES OF STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
UNDER THE SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED  UNLESS COMPLIANCE WITH THE REGISTRATION  PROVISIONS OF SUCH ACT HAS
BEEN  MADE  OR  UNLESS  AVAILABILITY  OF AN  EXEMPTION  FROM  SUCH  REGISTRATION
PROVISIONS HAS BEEN  ESTABLISHED,  OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT OF 1933.











<PAGE>






                                 Exhibit 5.5(a)

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



See attached.