ex1012.htm


    Exhibit 10.12


    


    SHARE
EXCHANGE AGREEMENT

    


    


    THIS AGREEMENT is made as of
the 21st day of
August, 2008

    


    AMONG:

    


    KingThomason Group, Inc a
corporation formed pursuant to the laws of the State of Nevada and having an
office for business at 21702 Evalyn Ave. Torrance, CA 90503
(“KGTH”)

    


    
      AND:

    

    


    Hardwired Interactive, Inc., a
company formed pursuant to the laws of the State of Delaware and having an
office for business located at 11 Red Sable Point, The Woodlands, TX 77380
("HDWRD")

    AND:

    


    The
shareholders of HDWRD, each of whom are set forth on the signature page of this
Agreement (the “HDWRD Shareholders”)

    


    WHEREAS:

    


    A.              The
HDWRD Shareholders own 100 shares of common stock, $0.001 par value, being 100%
of the presently issued and outstanding HDWRD Shares;

    


    B.              KGTH
is a company whose common stock is quoted on the Pink Sheets under the symbol
KGTO.PK; and

    


    C.           The
respective Boards of Directors of KGTH and HDWRD deem it advisable and in the
best interests of KGTH and HDWRD that HDWRD become a wholly-owned subsidiary of
KGTH (the “Acquisition”) pursuant to this Agreement.

    


    NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and the mutual
covenants, agreements, representations and warranties contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

    


    


    ARTICLE
1

    DEFINITIONS
AND INTERPRETATION

    


    Definitions

    


    1.1 In this
Agreement the following terms will have the following meanings:

    


    
      	
              (a)  

            	
              “Acquisition” means the
      Acquisition, at the Closing, of HDWRD by KGTH pursuant to this
      Agreement;

            


    

    


    
      	
              (b)  

            	
              “Acquisition Shares”
      means the 43,000,000 KGTH Common Shares to be issued to the HDWRD
      Shareholders at Closing pursuant to the terms of the
      Acquisition;

            


    

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              (c)  

            	
              “Agreement” means this
      share exchange agreement among KGTH, HDWRD, and the HDWRD
      Shareholders;

            


    

    


    
      	
              (d)  

            	
              “KGTH Accounts Payable and
      Liabilities” means all accounts payable and liabilities of KGTH, on
      a consolidated basis, due and owing or otherwise constituting a binding
      obligation of KGTH and its subsidiaries (other than a KGTH Material
      Contract) as of August 21, 2008 as set forth is Schedule “A”
      hereto;

            


    

    


    
      	
              (e)  

            	
              “KGTH Accounts
      Receivable” means all accounts receivable and other debts owing to
      KGTH, on a consolidated basis, as of August 21, 2008 as set forth in
      Schedule “B” hereto;

            


    

    


    
      	
              (f)  

            	
              “KGTH Assets” means the
      undertaking and all the property and assets of the KGTH Business of every
      kind and description wheresoever situated including, without limitation,
      KGTH Equipment, KGTH Inventory, KGTH Material Contracts, KGTH Accounts
      Receivable, KGTH Cash, KGTH Intangible Assets and KGTH Goodwill, and all
      credit cards, charge cards and banking cards issued to
    KGTH;

            


    

    


    
      	
              (g)  

            	
              “KGTH Bank Accounts”
      means all of the bank accounts, lock boxes and safety deposit boxes of
      KGTH and its subsidiaries or relating to the KGTH Business as set forth in
      Schedule “C” hereto;

            


    

    


    
      	
              (h)  

            	
              “KGTH Business” means all
      aspects of any business conducted by KGTH and its
      subsidiaries;

            


    

    


    
      	
              (i)  

            	
              “KGTH Cash” means all
      cash on hand or on deposit to the credit of KGTH and its subsidiaries on
      the Closing Date;

            


    

    


    
      	
              (j)  

            	
              “KGTH Common Shares”
      means the shares of common stock in the capital of
  KGTH;

            


    

    


    
      	
              (k)  

            	
              “KGTH Debt to Related
      Parties” means the debts owed by KGTH to any affiliate, director or
      officer of KGTH as described in Schedule “D”
  hereto;

            


    

    


    
      	
              (l)  

            	
              “KGTH Equipment” means
      all machinery, equipment, furniture, and furnishings used in the KGTH
      Business, including, without limitation, the items more particularly
      described in Schedule “E” hereto;

            


    

    


    
      	
              (m)  

            	
              “KGTH Financial
      Statements” means, collectively, the audited consolidated financial
      statements of KGTH for the fiscal year ended
      ­­­­­­­­­­December 31, 2007,
      together with the unqualified auditors' report thereon (other than a
      “going concern comment”), and the unaudited consolidated financial
      statements of KGTH for the Six month period ended June 30, 2008 true
      copies of which are attached as Schedule “F”
  hereto;

            


    

    


    
      	
              (n)  

            	
              “KGTH Goodwill” means the
      goodwill of the KGTH Business including the right to all corporate,
      operating and trade names associated with the KGTH Business, or any
      variations of such names as part of or in connection with the KGTH
      Business, all books and records and other information relating to the KGTH
      Business, all necessary licenses and authorizations and any other rights
      used in connection with the KGTH
Business;

            


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              (o)  

            	
              “KGTH Insurance Policies”
      means the public liability insurance and insurance against loss or damage
      to the KGTH Assets and the KGTH Business as described in Schedule “G”
      hereto;

            


    

    


    
      	
              (p)  

            	
              “KGTH Intangible Assets"
      means all of the intangible assets of KGTH and its subsidiaries,
      including, without limitation, KGTH Goodwill, all trademarks, logos,
      copyrights, designs, and other intellectual and industrial property of
      KGTH and its subsidiaries;

            


    

    


    
      	
              (q)  

            	
              “KGTH Inventory” means
      all inventory and supplies of the KGTH Business as of  July 25,
      2008, as set forth in Schedule “H” hereto;
and

            


    

    


    
      	
              (r)  

            	
              “KGTH Material Contracts”
      means the burden and benefit of and the right, title and interest of KGTH
      and its subsidiaries in, to and under all trade and non-trade contracts,
      engagements or commitments, whether written or oral, to which KGTH or its
      subsidiaries are entitled whereunder KGTH or its subsidiaries are
      obligated to pay or entitled to receive the sum of $10,000 or more
      including, without limitation, any pension plans, profit sharing plans,
      bonus plans, loan agreements, security agreements, indemnities and
      guarantees, any agreements with employees, lessees, licensees, managers,
      accountants, suppliers, agents, distributors, officers, directors,
      attorneys or others which cannot be terminated without liability on not
      more than one month's notice, and those contracts listed in Schedule “I”
      hereto.

            


    

    


    
      	
              (s)  

            	
              “KGTH Preferred Shares”
      means the shares of any designated Preferred Stock, par value $0.001 per
      share, in the capital of KGTH.

            


    

    


    
      	
              (t)  

            	
              “Closing” means the
      completion, on the Closing Date, of the transactions contemplated hereby
      in accordance with Article 9
hereof;

            


    

    


    
      	
              (u)  

            	
              “Closing Date” means the
      day on which all conditions precedent to the completion of the transaction
      as contemplated hereby have been satisfied or waived, but in any event no
      later than July 25, 2008;

            


    

    


    
      	
              (v)  

            	
              “HDWRD Accounts Payable and
      Liabilities” means all accounts payable and liabilities of HDWRD,
      due and owing or otherwise constituting a binding obligation of HDWRD
      (other than a HDWRD Material Contract) as of August 21,
    2008;

            


    

    


    
      	
              (w)  

            	
              “HDWRD Accounts
      Receivable” means all accounts receivable and other debts owing to
      HDWRD, as of August 21, 2008;

            


    

    


    
      	
              (x)  

            	
              “HDWRD Assets“ means the
      undertaking and all the property and assets of the HDWRD Business of every
      kind and description wheresoever situated including, without limitation,
      HDWRD Equipment, HDWRD Inventory, HDWRD Material Contracts, HDWRD Accounts
      Receivable, HDWRD Cash, HDWRD Intangible Assets and HDWRD Goodwill, and
      all credit cards, charge cards and banking cards issued to
      HDWRD;

            


    

    


    
      	
              (y)  

            	
              “HDWRD Bank Accounts”
      means all of the bank accounts, lock boxes and safety deposit boxes of
      HDWRD or relating to the HDWRD
Business;

            


    

    


    
      	
              (z)  

            	
              “HDWRD Business” means
      all aspects of the business conducted by
HDWRD;

            


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (aa)  

            	
              “HDWRD Cash” means all
      cash on hand or on deposit to the credit of HDWRD on the Closing
      Date;

            


    

    


    
      	
              (bb)  

            	
              “HDWRD Debt to Related
      Parties” means the debts owed by HDWRD and its subsidiaries to the
      HDWRD Shareholders or to any family member thereof, or to any affiliate,
      director or officer of HDWRD or the HDWRD
  Shareholders;

            


    

    


    
      	
              (cc)  

            	
              “HDWRD Equipment” means
      all machinery, equipment, furniture, and furnishings used in the HDWRD
      Business;

            


    

    


    
      	
              (dd)  

            	
              “HDWRD Goodwill” means
      the goodwill of the HDWRD Business together with the exclusive right of
      KGTH to represent itself as carrying on the HDWRD Business in succession
      of HDWRD subject to the terms hereof, and the right to use any words
      indicating that the HDWRD Business is so carried on including the right to
      use the name "HDWRD” or “HDWRD International" or any variation thereof as
      part of the name of or in connection with the HDWRD Business or any part
      thereof carried on or to be carried on by HDWRD, the right to all
      corporate, operating and trade names associated with the HDWRD Business,
      or any variations of such names as part of or in connection with the HDWRD
      Business, all telephone listings and telephone advertising contracts, all
      lists of customers, books and records and other information relating to
      the HDWRD Business, all necessary licenses and authorizations and any
      other rights used in connection with the HDWRD
  Business;

            


    

    


    
      	
              (ee)  

            	
              “HDWRD Insurance
      Policies” means the public liability insurance and insurance
      against loss or damage to HDWRD Assets and the HDWRD
    Business;

            


    

    


    
      	
              (ff)  

            	
              “HDWRD Intangible Assets”
      means all of the intangible assets of HDWRD, including, without
      limitation, HDWRD Goodwill, all trademarks, logos, copyrights, designs,
      and other intellectual and industrial property of HDWRD and its
      subsidiaries;

            


    

    


    
      	
              (gg)  

            	
              “HDWRD Inventory” means
      all inventory and supplies of the HDWRD Business as of
      _____________________;

            


    

    


    
      	
              (hh)  

            	
              “HDWRD Material
      Contracts” means the burden and benefit of and the right, title and
      interest of HDWRD in, to and under all trade and non-trade contracts,
      engagements or commitments, whether written or oral, to which HDWRD is
      entitled in connection with the HDWRD Business whereunder HDWRD is
      obligated to pay or entitled to receive the sum of $10,000 or more
      including, without limitation, any pension plans, profit sharing plans,
      bonus plans, loan agreements, security agreements, indemnities and
      guarantees, any agreements with employees, lessees, licensees, managers,
      accountants, suppliers, agents, distributors, officers, directors,
      attorneys or others which cannot be terminated without liability on not
      more than one month's notice;

            


    

    


    
      	
              (ii)  

            	
              “HDWRD Related Party
      Debts” means the debts owed by the HDWRD Shareholders or by any
      family member thereof, or by any affiliate, director or officer of HDWRD
      or the HDWRD Shareholders, to
HDWRD;

            


    

    


    
      	
              (jj)  

            	
              “HDWRD Shares” means all
      of the issued and outstanding shares of HDWRD's equity
    stock;

            


    

    


    
      	
              (kk)  

            	
              “Place of Closing” means
      the offices of ______________________, or such other place as KGTH and
      HDWRD may mutually agree upon;

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    Any other
terms defined within the text of this Agreement will have the meanings so
ascribed to them.

    


    Captions
and Section Numbers

    


    1.2           The
headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.

    


    Section
References and Schedules

    


    1.3           Any
reference to a particular “Article”, “section”, “paragraph”, “clause” or other
subdivision is to the particular Article, section, clause or other subdivision
of this Agreement and any reference to a Schedule by letter will mean the
appropriate Schedule attached to this Agreement and by such reference the
appropriate Schedule is incorporated into and made part of this
Agreement.  The Schedules to this Agreement are as
follows:

    


    Information
concerning KGTH

     

    
      
        
          
            
              
                	 
      	
                        Schedule
      “A”

                      	
                        KGTH
      Accounts Payable and Liabilities

                      
	 
      	
                        Schedule
      “B”

                      	
                        KGTH
      Accounts Receivable

                      
	 
      	
                        Schedule
      “C”

                      	
                        KGTH
      Bank Accounts

                      
	 
      	
                        Schedule
      “D”

                      	
                        KGTH
      Debts to Related Parties

                      
	 
      	
                        Schedule
      “E”

                      	
                        KGTH
      Equipment

                      
	 
      	
                        Schedule
      “F”

                      	
                        KGTH
      Financial Statements

                      
	 
      	
                        Schedule
      “G”

                      	
                        KGTH
      Insurance Policies

                      
	 
      	
                        Schedule
      “H”

                      	
                        KGTH
      Inventory

                      
	 
      	
                        Schedule
      “I”

                      	
                        KGTH
      Material Contracts

                      
	 
      	
                        Schedule
      “J”

                      	
                        KGTH
      Business

                      
	 
      	
                        Schedule
      “K”

                      	
                        KGTH
      Certificate of Designations

                      
	 
      	
                        Schedule
      “L”

                      	
                        KGTH
      Subsidiaries

                      


              

            

          

        

      



    


    Severability
of Clauses

    


    1.4              If
any part of this Agreement is declared or held to be invalid for any reason,
such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
 

    ARTICLE
2

    THE
ACQUISITION

    


    Sale
of Shares

    


    2.1           The
HDWRD Shareholders hereby agree to sell to KGTH the HDWRD Shares in exchange for
the Acquisition Shares on the Closing Date and to transfer to KGTH on the
Closing Date a 100% undivided interest in and to the HDWRD Shares free from all
liens, charges, pledges, encumbrances or other burdens with all rights now or
thereafter attached thereto.

    


    Allocation
of Consideration

    


    2.2              The
Acquisition Shares shall be allocated to the HDWRD Shareholders on the basis of
__[*]_____ Acquisition Shares for each one HDWRD Share held by a HDWRD
Shareholder as set forth in Schedule 2.2 attached hereto.

    


    


    


    Adherence
with Applicable Securities Laws

    


    2.3           The
HDWRD Shareholders agree that they are acquiring the Acquisition Shares for
investment purposes and will not offer, sell or otherwise transfer, pledge or
hypothecate any of the Acquisition Shares issued to them (other than pursuant to
an effective Registration Statement under the Securities Act of 1933, as
amended) directly or indirectly unless:

    


    
      	
              (a)  

            	
              the
      sale is to KGTH;

            


    

    


    
      	
              (b)  

            	
              the
      sale is made pursuant to the exemption from registration under the Securities Act of 1933, as
      amended, provided by Rule 144 thereunder;
  or

            


    

    


    
      	
              (c)  

            	
              the
      Acquisition Shares are sold in a transaction that does not require
      registration under the Securities Act of 1933, as
      amended, or any applicable United States state laws and regulations
      governing the offer and sale of securities, and the vendor has furnished
      to KGTH an opinion of counsel to that effect or such other written opinion
      as may be reasonably required by
KGTH.

            


    

    


    The HDWRD Shareholders acknowledge that
the certificates representing the Acquisition Shares shall bear the following
legend:

    


    NO SALE,
OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
SAID SHARES.

    


    


    ARTICLE
3

    REPRESENTATIONS
AND WARRANTIES

    OF
KGTH

    


    Representations
and Warranties

    


    3.1              KGTH
hereby represents and warrants in all material respects to HDWRD and the HDWRD
Shareholders, with the intent that HDWRD and the HDWRD Shareholders will rely
thereon in entering into this Agreement and in approving and completing the
transactions contemplated hereby, that:

    


    KGTH
- Corporate Status and Capacity

    


    
      	
              (a)  

            	
              Incorporation.
      KGTH is a corporation duly incorporated and validly subsisting under the
      laws of the State of Nevada and in good standing with the office of the
      Secretary of State for the State of
Nevada;

            


    

    


    
      	
              (b)  

            	
              Carrying on
      Business. KGTH conducts the business described in the Form 15c-2
      (11) set forth on Schedule “J” hereto and does not conduct any other
      business. KGTH is duly authorized to carry on such business in the State
      of Nevada.  The nature of the KGTH Business does not require
      KGTH to register or otherwise be qualified to carry on business in any
      other jurisdictions;

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (c)  

            	
              Corporate
      Capacity. KGTH has the corporate power, capacity and authority to
      own the KGTH Assets and to enter into and complete this
      Agreement;

            


    

    


    
      	
              (d)  

            	
              Listing. the
      KGTH Common Shares are quoted on the Pink Sheets and all reports required
      to be filed by KGTH with the NASD have been
  filed;

            


    

    


    
      	
               
      

            	
              KGTH
      - Capitalization

            


    

    


    
      	
              (e)  

            	
              Authorized
      Capital. The authorized capital of KGTH consists of 100,000,000
      KGTH Common Shares, par value $.001 and 10,000,000 shares of preferred
      stock, $.001 par value, of which 6,893,520 KGTH Common Shares are
      presently issued and outstanding.

            


    

    


    
      	
              (f)  

            	
              No Option, Warrant or
      Other Right. No person, firm or corporation has any agreement,
      option, warrant, preemptive right or any other right capable of becoming
      an agreement, option, warrant or right for the acquisition of KGTH Common
      Shares or for the purchase, subscription or issuance of any of the
      unissued shares in the capital of KGTH except as stated in the Company’s
      10K;

            


    

    


    
      	
               
      

            	
              KGTH
      - Records and Financial Statements

            


    

    


    
      	
              (g)  

            	
              Charter
      Documents. The charter documents of KGTH and its subsidiaries have
      not been altered since the incorporation of each, respectively, except as
      filed in the record books of KGTH or its subsidiaries, as the case may
      be;

            


    

    


    
      	
              (h)  

            	
              Corporate Minute
      Books. The corporate minute books of KGTH and its subsidiaries are
      complete and each of the minutes contained therein accurately reflect the
      actions that were taken at a duly called and held meeting or by consent
      without a meeting. All actions by KGTH and its subsidiaries which required
      director or shareholder approval are reflected on the corporate minute
      books of KGTH and its subsidiaries. KGTH and its subsidiaries are not in
      violation or breach of, or in default with respect to, any term of their
      respective Certificates of Incorporation (or other charter documents) or
      by-laws.

            


    

    


    
      	
              (i)  

            	
              KGTH Financial
      Statements. The KGTH Financial Statements present fairly, in all
      material respects, the assets and liabilities (whether accrued, absolute,
      contingent or otherwise) of KGTH, on a consolidated basis, as of the
      respective dates thereof, and the sales and earnings of the KGTH Business
      during the periods covered thereby, in all material respects and have been
      prepared in substantial accordance with generally accepted accounting
      principles consistently applied;

            


    

    


    
      	
              (j)  

            	
              KGTH Accounts Payable
      and Liabilities. There are no liabilities, contingent or otherwise,
      of KGTH or its subsidiaries which are not disclosed in Schedule “A” hereto
      or reflected in the KGTH Financial Statements except those incurred in the
      ordinary course of business since the date of the said schedule and the
      KGTH Financial Statements, and neither KGTH nor its subsidiaries have
      guaranteed or agreed to guarantee any debt, liability or other obligation
      of any person, firm or corporation. Without limiting the generality of the
      foregoing, all accounts payable and liabilities of KGTH as of August 21,
      2008, are described in Schedule “A”
hereto;

            


    

    


    
      	
              (k)  

            	
              KGTH Accounts
      Receivable. All the KGTH Accounts Receivable result from bona fide
      business transactions and services actually rendered without, to the
      knowledge and belief of KGTH, any claim by the obligor for set-off or
      counterclaim. Without limiting the generality of the foregoing, all
      accounts receivable of KGTH as of August 21, 2008, are described in
      Schedule “B” hereto;

            


    

    


    
      	
              (l)  

            	
              KGTH Bank
      Accounts. All of the KGTH Bank Accounts, their location, numbers
      and the authorized signatories thereto are as set forth in Schedule “C”
      hereto;

            


    

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              (m)  

            	
              No Debt to Related
      Parties. Except as disclosed in Schedule “D” hereto, neither KGTH
      nor any of its subsidiaries is, and on Closing will not be, indebted to
      any affiliate, director or officer of KGTH except accounts payable on
      account of bona fide business transactions of KGTH incurred in normal
      course of the KGTH Business, including employment agreements, none of
      which are more than 30 days in
arrears;

            


    

    


    
      	
              (n)  

            	
              No Related Party Debt
      to KGTH. No director or officer or affiliate of KGTH is now
      indebted to or under any financial obligation to KGTH or any subsidiary on
      any account whatsoever, except for advances on account of travel and other
      expenses not exceeding $1,000 in
total;

            


    

    


    
      	
              (o)  

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of KGTH
      have been made, declared or authorized since the date of KGTH Financial
      Statements;

            


    

    


    
      	
              (p)  

            	
              No Payments. No
      payments of any kind have been made or authorized since the date of the
      KGTH Financial Statements to or on behalf of officers, directors,
      shareholders or employees of KGTH or its subsidiaries or under any
      management agreements with KGTH or its subsidiaries, except payments made
      in the ordinary course of business and at the regular rates of salary or
      other remuneration payable to them;

            


    

    


    
      	
              (q)  

            	
              No Pension
      Plans. There are no pension, profit sharing, group insurance or
      similar plans or other deferred compensation plans affecting
      KGTH;

            


    

    


    
      	
              (r)  

            	
              No Adverse
      Events. Since the date of the KGTH Financial
    Statements

            


    

    


    
      	
              (i)  

            	
              there
      has not been any material adverse change in the consolidated financial
      position or condition of KGTH, its subsidiaries, its liabilities or the
      KGTH Assets or any damage, loss or other change in circumstances
      materially affecting KGTH, the KGTH Business or the KGTH Assets or KGTH’
      right to carry on the KGTH Business, other than changes in the ordinary
      course of business,

            


    

    


    
      	
              (ii)  

            	
              there
      has not been any damage, destruction, loss or other event (whether or not
      covered by insurance) materially and adversely affecting KGTH, its
      subsidiaries, the KGTH Business or the KGTH
  Assets,

            


    

    


    
      	
              (iii)  

            	
              there
      has not been any material increase in the compensation payable or to
      become payable by KGTH to any of KGTH’ officers, employees or agents or
      any bonus, payment or arrangement made to or with any of
    them,

            


    

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              (iv)  

            	
              the
      KGTH Business has been and continues to be carried on in the ordinary
      course,

            


    

    


    
      	
              (v)  

            	
              KGTH
      has not waived or surrendered any right of material
  value,

            


    

    


    
      	
              (vi)  

            	
              neither
      KGTH nor its subsidiaries have discharged or satisfied or paid any lien or
      encumbrance or obligation or liability other than current liabilities in
      the ordinary course of business,
and

            


    

    


    
      	
              (vii)  

            	
              no
      capital expenditures in excess of $10,000 individually or $30,000 in total
      have been authorized or made.

            


    

    


    KGTH
- Income Tax Matters

    


    
      	
              (s)  

            	
              Tax Returns.
      All tax returns and reports of KGTH and its subsidiaries required by law
      to be filed have been filed and are true, complete and correct, and any
      taxes payable in accordance with any return filed by KGTH and its
      subsidiaries or in accordance with any notice of assessment or
      reassessment issued by any taxing authority have been so
    paid;

            


    

    


    
      	
              (t)  

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by KGTH or its
      subsidiaries.  KGTH is not aware of any contingent tax
      liabilities or any grounds which would prompt a reassessment including
      aggressive treatment of income and expenses in filing earlier tax
      returns;

            


    

    


    KGTH
- Applicable Laws and Legal Matters

    


    
      	
              (u)  

            	
              Licenses. KGTH
      and its subsidiaries hold all licenses and permits as may be requisite for
      carrying on the KGTH Business in the manner in which it has heretofore
      been carried on, which licenses and permits have been maintained and
      continue to be in good standing except where the failure to obtain or
      maintain such licenses or permits would not have a material adverse effect
      on the KGTH Business;

            


    

    


    
      	
              (v)  

            	
              Applicable
      Laws. Neither KGTH nor its subsidiaries have been charged with or
      received notice of breach of any laws, ordinances, statutes, regulations,
      by-laws, orders or decrees to which they are subject or which apply to
      them the violation of which would have a material adverse effect on the
      KGTH Business, and neither KGTH nor its subsidiaries are in breach of any
      laws, ordinances, statutes, regulations, bylaws, orders or decrees the
      contravention of which would result in a material adverse impact on the
      KGTH Business;

            


    

    


    
      	
              (w)  

            	
              Pending or Threatened
      Litigation. There is no material litigation or administrative or
      governmental proceeding pending or threatened against or relating to KGTH,
      its subsidiaries, the KGTH Business, or any of the KGTH Assets nor does
      KGTH have any knowledge of any deliberate act or omission of KGTH or its
      subsidiaries that would form any material basis for any such action or
      proceeding;

            


    

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (x)  

            	
              No Bankruptcy.
      Neither KGTH nor its subsidiaries have made any voluntary assignment or
      proposal under applicable laws relating to insolvency and bankruptcy and
      no bankruptcy petition has been filed or presented against KGTH or its
      subsidiaries and no order has been made or a resolution passed for the
      winding-up, dissolution or liquidation of KGTH or its
      subsidiaries;

            


    

    


    
      	
              (y)  

            	
              Labor Matters.
      Neither KGTH nor its subsidiaries are party to any collective agreement
      relating to the KGTH Business with any labor union or other association of
      employees and no part of the KGTH Business has been certified as a unit
      appropriate for collective bargaining or, to the knowledge of KGTH, has
      made any attempt in that regard;

            


    

    


    
      	
              (z)  

            	
              Finder's Fees.
      Neither KGTH nor its subsidiaries are party to any agreement which
      provides for the payment of finder's fees, brokerage fees, commissions or
      other fees or amounts which are or may become payable to any third party
      in connection with the execution and delivery of this Agreement and the
      transactions contemplated herein;

            


    

    


    Execution
and Performance of Agreement

    


    
      	
              (aa)  

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of
      KGTH;

            


    

    


    
      	
              (bb)  

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not:

            


    

    


    
      	
              (i)  

            	
              violate
      the charter documents of KGTH or result in any breach of, or default
      under, any loan agreement, mortgage, deed of trust, or any other agreement
      to which KGTH or its subsidiaries are
party,

            


    

    


    
      	
              (ii)  

            	
              give
      any person any right to terminate or cancel any agreement including,
      without limitation, the KGTH Material Contracts, or any right or rights
      enjoyed by KGTH or its
subsidiaries,

            


    

    


    
      	
              (iii)  

            	
              result
      in any alteration of KGTH’ or its subsidiaries’ obligations under any
      agreement to which KGTH or its subsidiaries are party including, without
      limitation, the KGTH Material
Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the KGTH
      Assets,

            


    

    


    
      	
              (v)  

            	
              result
      in the imposition of any tax liability to KGTH or its subsidiaries
      relating to the KGTH Assets, or

            


    

    


    
      	
              (vi)  

            	
              violate
      any court order or decree to which either KGTH or its subsidiaries are
      subject;

            


    

    


    The
KGTH Assets - Ownership and Condition

    


    
      	
              (cc)  

            	
              Business
      Assets. The KGTH Assets comprise all of the property and assets of
      the KGTH Business, and no other person, firm or corporation owns any
      assets used by KGTH or its subsidiaries in operating the KGTH Business,
      whether under a lease, rental agreement or other arrangement, other than
      as disclosed in Schedules “E” or “H”
hereto;

            


    

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              (dd)  

            	
              Title. KGTH or
      its subsidiaries are the legal and beneficial owner of the KGTH Assets,
      free and clear of all mortgages, liens, charges, pledges, security
      interests, encumbrances or other claims whatsoever, save and except as
      disclosed in Schedules “E” or “H”
hereto;

            


    

    


    
      	
              (ee)  

            	
              No Option. No
      person, firm or corporation has any agreement or option or a right capable
      of becoming an agreement for the purchase of any of the KGTH
      Assets;

            


    

    


    
      	
              (ff)  

            	
              KGTH Insurance
      Policies. KGTH and its subsidiaries maintain the public liability
      insurance and insurance against loss or damage to the KGTH Assets and the
      KGTH Business as described in Schedule “G”
  hereto;

            


    

    


    
      	
              (gg)  

            	
              KGTH Material
      Contracts. The KGTH Material Contracts listed in Schedule “I”
      constitute all of the material contracts of KGTH and its
      subsidiaries;

            


    

    


    
      	
              (hh)  

            	
              No Default.
      There has not been any default in any material obligation of KGTH or any
      other party to be performed under any of the KGTH Material Contracts, each
      of which is in good standing and in full force and effect and unamended
      (except as disclosed in Schedule “I” hereto), and KGTH is not aware of any
      default in the obligations of any other party to any of the KGTH Material
      Contracts;

            


    

    


    
      	
              (ii)  

            	
              No Compensation on
      Termination. There are no agreements, commitments or understandings
      relating to severance pay or separation allowances on termination of
      employment of any employee of KGTH or its subsidiaries. Neither KGTH nor
      its subsidiaries are obliged to pay benefits or share profits with any
      employee after termination of employment except as required by
      law;

            


    

    


    KGTH
Assets - KGTH Equipment

    


    
      	
              (jj)  

            	
              KGTH Equipment.
      The KGTH Equipment has been maintained in a manner consistent with that of
      a reasonably prudent owner and such equipment is in good working
      condition;

            


    

    


    KGTH
Assets - KGTH Goodwill and Other Assets

    


    
      	
              (kk)  

            	
              KGTH Goodwill.
      KGTH and its subsidiaries do not carry on the KGTH Business under any
      other business or trade names. KGTH does not have any knowledge of any
      infringement by KGTH or its subsidiaries of any patent, trademarks,
      copyright or trade secret;

            


    

    


    The
KGTH Business

    


    
      	
              (ll)  

            	
              Maintenance of
      Business. Since the date of the KGTH Financial Statements, KGTH and
      its subsidiaries have not entered into any material agreement or
      commitment except in the ordinary course and except as disclosed
      herein;

            


    

    


    
      	
              (mm)  

            	
              Subsidiaries.
      KGTH does not own any subsidiaries and does not otherwise own, directly or
      indirectly, any shares or interest in any other corporation, partnership,
      joint venture or firm other than as listed on Schedule L;
    and

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
 

    KGTH
- Acquisition Shares

    


    
      	
              (nn)  

            	
              Acquisition
      Shares. The Acquisition Shares when delivered to the HDWRD
      Shareholders pursuant to the Acquisition shall be validly issued and
      outstanding as fully paid and non-assessable shares and the Acquisition
      Shares shall be transferable upon the books of KGTH, in all cases subject
      to the provisions and restrictions of all applicable securities
      laws.

            


    

    


    Non-Merger
and Survival

    


    3.2           The
representations and warranties of KGTH contained herein will be true at and as
of Closing in all material respects as though such representations and
warranties were made as of such time.  Notwithstanding the completion
of the transactions contemplated hereby, the waiver of any condition contained
herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by HDWRD or the HDWRD
Shareholders, the representations and warranties of KGTH shall survive the
Closing.

    


    Indemnity

    


    3.3           KGTH
agrees to indemnify and save harmless HDWRD and the HDWRD Shareholders from and
against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (subject to the right of KGTH to defend
any such claim), resulting from the breach by it of any representation or
warranty made under this Agreement or from any misrepresentation in or omission
from any certificate or other instrument furnished or to be furnished by KGTH to
HDWRD or the HDWRD Shareholders hereunder.

    


    


    ARTICLE
4

    COVENANTS
OF KGTH

    


    Covenants

    


    4.1              KGTH
covenants and agrees with HDWRD and the HDWRD Shareholders that it
will:

    


    
      	
              (a)  

            	
              Conduct of
      Business. Until the Closing, conduct the KGTH Business diligently
      and in the ordinary course consistent with the manner in which the KGTH
      Business generally has been operated up to the date of execution of this
      Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation of
      Business.  Until the Closing, use its best efforts to
      preserve the KGTH Business and the KGTH Assets and, without limitation,
      preserve for HDWRD, KGTH’s and its subsidiaries’ relationships with any
      third party having business relations with
them;

            


    

    


    
      	
              (c)  

            	
              Access. Until
      the Closing, give HDWRD, the HDWRD Shareholders, and their representatives
      full access to all of the properties, books, contracts, commitments and
      records of KGTH, and furnish to HDWRD, the HDWRD Shareholders and their
      representatives all such information as they may reasonably request;
      and

            


    

    


    
      	
              (d)  

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Acquisition and to preserve and maintain the KGTH Assets
      notwithstanding the change in control of HDWRD arising from the
      Acquisition.

            


    

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (e)  

            	
              File Form 8-K with the
      Commission.  Within four business days after the
      execution of this Agreement by all parties to the Agreement, prepare and
      file with the Commission a Form 8-K reporting the entering into of this
      material definitive agreement.

            


    

    


    Authorization

    


    4.2              KGTH
hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting KGTH and its subsidiaries to release any and all
information in their possession respecting KGTH and its subsidiaries to the
HDWRD Shareholders. KGTH shall promptly execute and deliver to the HDWRD
Shareholders any and all consents to the release of information and specific
authorizations which the HDWRD Shareholders reasonably requires to gain access
to any and all such information.

    


    Survival

    


    4.3              The
covenants set forth in this Article shall survive the Closing for the benefit of
HDWRD and the HDWRD Shareholders.

    


    


    ARTICLE
5

    REPRESENTATIONS
AND WARRANTIES OF

    THE
HDWRD SHAREHOLDERS

    


    Representations
and Warranties

    


    5.1              The
HDWRD Shareholders hereby jointly and severally represent and warrant in all
material respects to KGTH, with the intent that it will rely thereon in entering
into this Agreement and in approving and completing the transactions
contemplated hereby, that:

    


    HDWRD
- Company Status and Capacity

    


    
      	
              (a)  

            	
              Formation.
      HDWRD is a corporation duly incorporated and validly subsisting under the
      laws of the State of Delaware and in good standing with the office of the
      Secretary of State for the State of
Delaware;

            


    

    


    
      	
              (b)  

            	
              Carrying on
      Business. HDWRD carries on the HDWRD Business primarily in the
      State of Texas and carries on material business activity in other
      jurisdiction. The nature of the HDWRD Business does not require HDWRD to
      register or otherwise be qualified to carry on business in any
      jurisdiction;

            


    

    


    
      	
              (c)  

            	
              Legal Capacity.
      HDWRD has the legal power, capacity and authority to own HDWRD Assets, to
      carry on the Business of HDWRD and to enter into and complete this
      Agreement;

            


    

    


    HDWRD
- Capitalization

    


    
      	
              (d)  

            	
              Authorized
      Capital. The authorized capital of HDWRD consists of 1500 shares of
      common stock, $0.001 par value;

            


    

    


    
      	
              (e)  

            	
              Ownership of HDWRD
      Shares. The issued and outstanding shares of HDWRD common stock
      will on Closing consist of 100 shares of common stock, $0.001 par value,
      (being the HDWRD Shares), which shares on Closing shall be validly issued
      and outstanding as fully paid and non-assessable shares. The HDWRD
      Shareholders will be at Closing the registered and beneficial owners of
      the 100 HDWRD Shares. The HDWRD Shares owned by the HDWRD Shareholders
      will on Closing be free and clear of any and all liens, charges, pledges,
      encumbrances, restrictions on transfer and adverse claims
      whatsoever;

            


    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
 

    


    
      	
              (f)  

            	
              No
      Restrictions. There are no restrictions on the transfer, sale or
      other disposition of HDWRD Shares contained in the charter documents of
      HDWRD or under any agreement;

            


    

    


    HDWRD
- Records and Financial Statements

    


    
      	
              (g)  

            	
              Charter
      Documents. The charter documents of HDWRD have not been altered
      since its formation date, except as filed in the record books of
      HDWRD;

            


    

    


    
      	
              (h)  

            	
              Minute Books.
      The minute books of HDWRD are complete and each of the minutes contained
      therein accurately reflect the actions that were taken at a duly called
      and held meeting or by consent without a meeting. All actions by HDWRD
      which required director or shareholder approval are reflected on the
      corporate minute books of HDWRD. HDWRD is not in violation or breach of,
      or in default with respect to, any term of its Certificate of
      Incorporation (or other charter documents) or
  by-laws.

            


    

    


    
      	
              (i)  

            	
              No Debt to Related
      Parties. HDWRD is not and on Closing will not be, indebted to the
      HDWRD Shareholders nor to any family member thereof, nor to any affiliate,
      director or officer of HDWRD or the HDWRD Shareholders except accounts
      payable on account of bona fide business transactions of HDWRD incurred in
      normal course of HDWRD Business, including employment agreements with the
      HDWRD Shareholders, none of which are more than 30 days in
      arrears;

            


    

    


    
      	
              (j)  

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of HDWRD
      have been made, declared or
authorized;

            


    

    


    
      	
              (k)  

            	
              No Pension
      Plans. There are no pension, profit sharing, group insurance or
      similar plans or other deferred compensation plans affecting
      HDWRD;

            


    

    


    


    HDWRD
- Income Tax Matters

    


    
      	
              (l)  

            	
              Tax Returns.
      All tax returns and reports of HDWRD required by law to be filed have been
      filed and are true, complete and correct, and any taxes payable in
      accordance with any return filed by HDWRD or in accordance with any notice
      of assessment or reassessment issued by any taxing authority have been so
      paid;

            


    

    


    
      	
              (m)  

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by HDWRD. HDWRD is
      not aware of any contingent tax liabilities or any grounds which would
      prompt a reassessment including aggressive treatment of income and
      expenses in filing earlier tax
returns;

            


    

    


    
      	
               
      

            	
              HDWRD
      - Applicable Laws and Legal Matters

            


    

    


    
      	
              (n)  

            	
              Licenses. HDWRD
      holds all licenses and permits as may be requisite for carrying on the
      HDWRD Business in the manner in which it has heretofore been carried on,
      which licenses and permits have been maintained and continue to be in good
      standing except where the failure to obtain or maintain such licenses or
      permits would not have a material adverse effect on the HDWRD
      Business;

            


    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              (o)  

            	
              Applicable
      Laws. HDWRD has not been charged with or received notice of breach
      of any laws, ordinances, statutes, regulations, by-laws, orders or decrees
      to which they are subject or which applies to them the violation of which
      would have a material adverse effect on the HDWRD Business, and, to the
      knowledge of the HDWRD Shareholders, HDWRD is not in breach of any laws,
      ordinances, statutes, regulations, by-laws, orders or decrees the
      contravention of which would result in a material adverse impact on the
      HDWRD Business;

            


    

    


    
      	
              (p)  

            	
              Pending or Threatened
      Litigation. There is no material litigation or administrative or
      governmental proceeding pending or threatened against or relating to
      HDWRD, the HDWRD Business, or any of the HDWRD Assets, nor do the HDWRD
      Shareholders have any knowledge of any deliberate act or omission of HDWRD
      that would form any material basis for any such action or
      proceeding;

            


    

    


    
      	
              (q)  

            	
              No Bankruptcy.
      HDWRD has not made any voluntary assignment or proposal under applicable
      laws relating to insolvency and bankruptcy and no bankruptcy petition has
      been filed or presented against HDWRD and no order has been made or a
      resolution passed for the winding-up, dissolution or liquidation of
      HDWRD;

            


    

    


    
      	
              (r)  

            	
              Labor Matters.
      HDWRD is not party to any collective agreement relating to the HDWRD
      Business with any labor union or other association of employees and no
      part of the HDWRD Business has been certified as a unit appropriate for
      collective bargaining or, to the knowledge of the HDWRD Shareholders, has
      made any attempt in that regard;

            


    

    


    
      	
              (s)  

            	
              Finder's Fees.
      HDWRD is not a party to any agreement which provides for the payment of
      finder's fees, brokerage fees, commissions or other fees or amounts which
      are or may become payable to any third party in connection with the
      execution and delivery of this Agreement and the transactions contemplated
      herein;

            


    

    


    Execution
and Performance of Agreement

    


    
      	
              (t)  

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of
      HDWRD;

            


    

    


    
      	
              (u)  

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not

            


    

    


    
      	
              (i)  

            	
              violate
      the charter documents of HDWRD or result in any breach of, or default
      under, any loan agreement, mortgage, deed of trust, or any other agreement
      to which HDWRD is a party,

            


    

    


    
      	
              (ii)  

            	
              give
      any person any right to terminate or cancel any agreement including,
      without limitation, HDWRD Material Contracts, or any right or rights
      enjoyed by HDWRD,

            


    

     

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (iii)  

            	
              result
      in any alteration of HDWRD's  obligations under any agreement to
      which HDWRD  is a party including, without limitation, the HDWRD
      Material Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the HDWRD
      Assets,

            


    

    


    
      	
              (v)  

            	
              result
      in the imposition of any tax liability to HDWRD relating to HDWRD Assets
      or the HDWRD Shares, or

            


    

    


    
      	
              (vi)  

            	
              violate
      any court order or decree to which either HDWRD is
  subject;

            


    

    


    HDWRD
Assets - Ownership and Condition

    


    
      	
              (v)  

            	
              Business
      Assets. The HDWRD Assets, comprise all of the property and assets
      of the HDWRD Business, and neither the HDWRD Shareholders nor any other
      person, firm or corporation owns any assets used by HDWRD in operating the
      HDWRD Business, whether under a lease, rental agreement or other
      arrangement;

            


    

    


    
      	
              (w)  

            	
              Title. HDWRD is
      the legal and beneficial owner of the HDWRD Assets, free and clear of all
      mortgages, liens, charges, pledges, security interests, encumbrances or
      other claims whatsoever;

            


    

    


    
      	
              (x)  

            	
              No Option. No
      person, firm or corporation has any agreement or option or a right capable
      of becoming an agreement for the purchase of any of the HDWRD
      Assets;

            


    

    


    
      	
              (y)  

            	
              HDWRD Insurance
      Policies. HDWRD maintains the public liability insurance and
      insurance against loss or damage to the HDWRD Assets and the HDWRD
      Business;

            


    

    


    
      	
              (z)  

            	
              HDWRD Material
      Contracts. HDWRD has no material
  contracts;

            


    

    


    
      	
              (aa)  

            	
              No Default.
      There has not been any default in any material obligation of HDWRD or any
      other party to be performed under any of HDWRD Material Contracts, each of
      which is in good standing and in full force and effect and unamended and
      HDWRD is not aware of any default in the obligations of any other party to
      any of the HDWRD Material
Contracts;

            


    

    


    
      	
              (bb)  

            	
              No Compensation on
      Termination. There are no agreements, commitments or understandings
      relating to severance pay or separation allowances on termination of
      employment of any employee of HDWRD.  HDWRD is not obliged to
      pay benefits or share profits with any employee after termination of
      employment except as required by
law;

            


    

    


    HDWRD
Assets - HDWRD Equipment

    


    
      	
              (cc)  

            	
              HDWRD
      Equipment. The HDWRD Equipment has been maintained in a manner
      consistent with that of a reasonably prudent owner and such equipment is
      in good working condition;

            


    

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
 

    HDWRD
Assets - HDWRD Goodwill and Other Assets

    


    
      	
              (dd)  

            	
              HDWRD Goodwill.
      HDWRD carries on the HDWRD Business only under the name “Hardwired
      Interactive, Inc.", variations thereof, certain wholly owned websites
      under “HIP Powered” brands including but not limited to “Celldog.com” and
      “Launchpit.com” and under no other business or trade names. The HDWRD
      Shareholders do not have any knowledge of any infringement by HDWRD of any
      patent, trademark, copyright or trade
secret;

            


    

    


    
      	
               
      

            	
              The
      Business of HDWRD

            


    

    


    
      	
              (ee)  

            	
              Maintenance of
      Business. The HDWRD Business has been carried on in the ordinary
      course and HDWRD has not entered into any material agreement or commitment
      except in the ordinary course; and

            


    

    


    
      	
              (ff)  

            	
              Subsidiaries.
      HDWRD does not own any subsidiaries and does not otherwise own, directly
      or indirectly, any shares or interest in any other corporation,
      partnership, joint venture or firm and HDWRD does not own any subsidiary
      and does not otherwise own, directly or indirectly, any shares or interest
      in any other corporation, partnership, joint venture or
    firm.

            


    

    


    Non-Merger
and Survival

    


    5.2           The
representations and warranties of HDWRD contained herein will be true at and as
of Closing in all material respects as though such representations and
warranties were made as of such time.  Notwithstanding the completion
of the transactions contemplated hereby, the waiver of any condition contained
herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by KGTH, the
representations and warranties of HDWRD shall survive the Closing.

    


    Indemnity

    


    5.3           The
HDWRD Shareholders agree to indemnify and save harmless KGTH from and against
any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (collectively, the “Claims”) (subject to
the right of the HDWRD Shareholders to defend any such claim), resulting from
the breach by any of them of any representation or warranty of such party made
under this Agreement or from any misrepresentation in or omission from any
certificate or other instrument furnished or to be furnished by HDWRD or the
HDWRD Shareholders to KGTH hereunder; provided, however, the HDWRD Shareholders
shall not be required to indemnify KGTH for any such Claims in excess of the
value of the HDWRD Shares.

     

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
 

    


    ARTICLE
6

    COVENANTS
OF HDWRD AND

    THE
HDWRD SHAREHOLDERS

    


    Covenants

    


    6.1              HDWRD
and the HDWRD Shareholders covenant and agree with KGTH that they
will:

    


    
      	
              (a)  

            	
              Conduct of
      Business. Until the Closing, conduct the HDWRD Business diligently
      and in the ordinary course consistent with the manner in which the HDWRD
      Business generally has been operated up to the date of execution of this
      Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation of
      Business.  Until the Closing, use their best efforts to
      preserve the HDWRD Business and the HDWRD Assets and, without limitation,
      preserve for KGTH HDWRD’s relationships with their suppliers, customers
      and others having business relations with
them;

            


    

    


    
      	
              (c)  

            	
              Access. Until
      the Closing, give KGTH and its representatives full access to all of the
      properties, books, contracts, commitments and records of HDWRD relating to
      HDWRD, the HDWRD Business and the HDWRD Assets, and furnish to KGTH and
      its representatives all such information as they may reasonably
      request;

            


    

    


    
      	
              (d)  

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Acquisition and to preserve and maintain the HDWRD Assets,
      including the HDWRD Material Contracts, notwithstanding the change in
      control of HDWRD arising from the
Acquisition;

            


    

    


    
      	
              (e)  

            	
              Prohibitions.
       

            


    

    


    
      	
              (1)  

            	
              From
      and for a period of six (6) months after the Closing Date, not remove
      assets from HDWRD without true and valid consideration or register shares
      pursuant to Form S-8.

            


    

    
      	
              (2)  

            	
              From
      and for a period of six (6) months after the Closing Date, not effect any
      reverse splits.

            


    

    


    
      	
              (f)  

            	
              Form
      8-K.  If requested by KGTH, assist KGTH in the
      preparation of a Form 8-K for filing with the Commission reporting the
      execution of this material definitive
agreement.

            


    

    


    Authorization

    


    6.2              HDWRD
hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting HDWRD to release any and all information in their
possession respecting HDWRD to KGTH.  HDWRD shall promptly execute and
deliver to KGTH any and all consents to the release of information and specific
authorizations which KGTH reasonably require to gain access to any and all such
information.

    


    Survival

    


    6.3              The
covenants set forth in this Article shall survive the Closing for the benefit of
KGTH.

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    
 

    


    ARTICLE
7

    CONDITIONS
PRECEDENT

    


    Conditions
Precedent in favor of KGTH

    


    7.1              KGTH’s
obligations to carry out the transactions contemplated hereby are subject to the
fulfillment of each of the following conditions precedent on or before the
Closing:

    


    
      	
              (a)  

            	
              all
      documents or copies of documents required to be executed and delivered to
      KGTH hereunder will have been so executed and
  delivered;

            


    

    


    
      	
              (b)  

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by HDWRD or the HDWRD Shareholders at or prior to the
      Closing will have been complied with or
  performed;

            


    

    


    
      	
              (c)  

            	
              title
      to the HDWRD Shares held by the HDWRD Shareholders and to the HDWRD Assets
      will be free and clear of all mortgages, liens, charges, pledges, security
      interests, encumbrances or other claims whatsoever, save and except as
      disclosed herein, and the HDWRD Shares shall be duly transferred to
      KGTH;

            


    

    


    
      	
              (d)  

            	
              subject
      to Article 8 hereof, there will not have
  occurred

            


    

    


    
      	
              (i)  

            	
              any
      material adverse change in the financial position or condition of HDWRD,
      its liabilities or the HDWRD Assets or any damage, loss or other change in
      circumstances materially and adversely affecting HDWRD, the HDWRD Business
      or the HDWRD Assets or HDWRD's right to carry on the HDWRD Business, other
      than changes in the ordinary course of business, none of which has been
      materially adverse, or

            


    

    


    
      	
              (ii)  

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to HDWRD or the HDWRD Business (whether or not covered
      by insurance) materially and adversely affecting HDWRD, the HDWRD Business
      or the HDWRD Assets;

            


    

    


    
      	
              (e)  

            	
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any;

            


    

    


    
      	
              (f)  

            	
              the
      transactions contemplated hereby shall have been approved by the Board of
      Directors and shareholders of
HDWRD;

            


    

    


    
      	
              (g)  

            	
              on
      or prior to the Closing Date, HDWRD and/or the HDWRD Shareholders shall
      have acquired all of the ordinary shares held by HDWRD Shareholders that
      are not participating in this Agreement so that KGTH shall acquire 100% of
      the presently issued and outstanding HDWRD Shares;
  and

            


    

    


    


    Waiver
by KGTH

    


    7.2              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of KGTH and any such condition may be waived in whole or in
part by KGTH at or prior to the Closing by delivering to HDWRD a written waiver
to that effect signed by KGTH. In the event that the conditions precedent set
out in the preceding section are not satisfied on or before the Closing, KGTH
shall be released from all obligations under this Agreement.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
 

    Conditions
Precedent in Favor of HDWRD and the HDWRD Shareholders

    


    7.3              The
obligations of HDWRD and the HDWRD Shareholders to carry out the transactions
contemplated hereby are subject to the fulfillment of each of the following
conditions precedent on or before the Closing:

    


    
      	
              (a)  

            	
              all
      documents or copies of documents required to be executed and delivered to
      HDWRD hereunder will have been so executed and
  delivered;

            


    

    


    
      	
              (b)  

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by KGTH at or prior to the Closing will have been
      complied with or performed;

            


    

    


    
      	
              (c)  

            	
              KGTH
      will have delivered the Acquisition Shares to be issued pursuant to the
      terms of the Acquisition to HDWRD at the Closing and the Acquisition
      Shares will be registered on the books of KGTH in the name of the holder
      of HDWRD Shares at the time of
Closing;

            


    

    


    
      	
              (d)  

            	
              title
      to the Acquisition Shares will be free and clear of all mortgages, liens,
      charges, pledges, security interests, encumbrances or other claims
      whatsoever;

            


    

    


    
      	
              (e)  

            	
              subject
      to Article 8 hereof, there will not have
  occurred

            


    

    


    
      	
              (i)  

            	
              any
      material adverse change in the financial position or condition of KGTH,
      its subsidiaries, their liabilities or the KGTH Assets or any damage, loss
      or other change in circumstances materially and adversely affecting KGTH,
      the KGTH Business or the KGTH Assets or KGTH’ right to carry on the KGTH
      Business, other than changes in the ordinary course of business, none of
      which has been materially adverse,
or

            


    

    


    
      	
              (ii)  

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to KGTH or the KGTH Business (whether or not covered
      by insurance) materially and adversely affecting KGTH, its subsidiaries,
      the KGTH Business or the KGTH
Assets;

            


    

     

    
      	      
              (f)
       

            	      
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any;

            
	 	 
	      
              (g)
       

            	      
              the
      transactions contemplated hereby shall have been approved by the Board of
      Directors of KGTH;

            
	 	 
	
              (h)  

            	
              Except
      for Tim King, each of the directors and officers of KGTH shall have
      resigned as directors and/or officers of
KGTH;

            


    

    


    
      	
              (i)  

            	
              Mark
      Wood shall have been appointed as the Chairman of the Board of the Board
      of Directors of KGTH and Mauricio Vega shall have been appointed to the
      Board of Directors.

            


    

    


    
      	
              (j)  

            	
              KGTH
      shall have conducted a five (5) for one (1) reverse split of the KGTH
      stock;

            


    

     

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    
 

    


    Waiver
by HDWRD and the HDWRD Shareholders

    


    7.4              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of HDWRD and the HDWRD Shareholders and any such condition may
be waived in whole or in part by HDWRD or the HDWRD Shareholders at or prior to
the Closing by delivering to KGTH a written waiver to that effect signed by
HDWRD and the HDWRD Shareholders. In the event that the conditions precedent set
out in the preceding section are not satisfied on or before the Closing, HDWRD
and the HDWRD Shareholders shall be released from all obligations under this
Agreement.

    


    Nature
of Conditions Precedent

    


    7.5              The
conditions precedent set forth in this Article are conditions of completion of
the transactions contemplated by this Agreement and are not conditions precedent
to the existence of a binding agreement. Each party acknowledges receipt of the
sum of $10.00 and other good and valuable consideration as separate and distinct
consideration for agreeing to the conditions of precedent in favor of the other
party or parties set forth in this Article.

    


    Termination

    


    7.6              Notwithstanding
any provision herein to the contrary, if the Closing does not occur on or before
August 21, 2008  (the “Termination Date”), this Agreement will be at
an end and will have no further force or effect, unless otherwise agreed upon by
the parties in writing.

    


    Confidentiality

    


    7.7           Notwithstanding
any provision herein to the contrary, the parties hereto agree that the
existence and terms of this Agreement are confidential and that if this
Agreement is terminated pursuant to the preceding section the parties agree to
return to one another any and all financial, technical and business documents
delivered to the other party or parties in connection with the negotiation and
execution of this Agreement and shall keep the terms of this Agreement and all
information and documents received from HDWRD and KGTH and the contents thereof
confidential and not utilize nor reveal or release same, provided, however, that
KGTH [will] be required to issue a news release regarding the execution and
consummation of this Agreement.

    


    


    ARTICLE
8

    RISK

    


    Material
Change in the Business of HDWRD

    


    8.1              If
any material loss or damage to the HDWRD Business occurs prior to Closing and
such loss or damage, in KGTH' reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, KGTH shall, within two (2) days
following any such loss or damage, by notice in writing to HDWRD, at its option,
either:

    


    
      	
              (a)  

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
      to complete the Acquisition and the other transactions contemplated
      hereby, in which case the proceeds and the rights to receive the proceeds
      of all insurance covering such loss or damage will, as a condition
      precedent to KGTH' obligations to carry out the transactions contemplated
      hereby, be vested in HDWRD or otherwise adequately secured to the
      satisfaction of KGTH on or before the Closing
  Date.

            


    

    


    Material
Change in the KGTH Business

    


    8.2              If
any material loss or damage to the KGTH Business occurs prior to Closing and
such loss or damage, in HDWRD's reasonable opinion, cannot be substantially
repaired or replaced within sixty (60) days, HDWRD shall, within two (2) days
following any such loss or damage, by notice in writing to KGTH, at its option,
either:

    


    
      	
              (a)  

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
      to complete the Acquisition and the other transactions contemplated
      hereby, in which case the proceeds and the rights to receive the proceeds
      of all insurance covering such loss or damage will, as a condition
      precedent to HDWRD's obligations to carry out the transactions
      contemplated hereby, be vested in KGTH or otherwise adequately secured to
      the satisfaction of HDWRD on or before the Closing
  Date.

            


    

     

     

    
 

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    


    ARTICLE
9

    CLOSING

    


    Closing

    


    9.1              The
Acquisition and the other transactions contemplated by this Agreement will be
closed at the Place of Closing on Closing Date in accordance with the closing
procedure set out in this Article.

    


    


    Documents
to be Delivered by HDWRD

    


    9.2              On
or before the Closing, HDWRD and the HDWRD Shareholders will deliver or cause to
be delivered to KGTH:

    


    
      	
              (a)  

            	
              the
      original or certified copies of the charter documents of HDWRD, including
      amendments thereof, and all corporate records documents and instruments of
      HDWRD, the corporate seal of HDWRD and all books and accounts of
      HDWRD;

            


    

    


    
      	
              (b)  

            	
              all
      reasonable consents or approvals required to be obtained by HDWRD for the
      purposes of completing the Acquisition and preserving and maintaining the
      interests of HDWRD under any and all HDWRD Material Contracts and in
      relation to HDWRD Assets;

            


    

    


    
      	
              (c)  

            	
              certified
      copies of such resolutions and minutes of the shareholders and directors
      of HDWRD as are required to be passed to authorize the execution, delivery
      and implementation of this
Agreement;

            


    

    


    
      	
              (d)  

            	
              an
      acknowledgement from HDWRD and the HDWRD Shareholders of the satisfaction
      of the conditions precedent set forth in section 7.3
    hereof;

            


    

    


    
      	
              (e)  

            	
              the
      certificates or other evidence of ownership of the HDWRD Shares, together
      with such other documents or instruments required to effect transfer of
      ownership of the HDWRD Shares to
KGTH;

            


    

    


    
      	
              (f)  

            	
              declaration
      of acceptance by Mark Wood and Mauricio Vega of being elected as a member
      of the Board of Directors of KGTH,

            


    

     

    
      	
              (g)  

            	
              good
      standing certificate of HDWRD, and

            


    

    


    
      	
              (h)  

            	
              such
      other documents as KGTH may reasonably require to give effect to the terms
      and intention of this Agreement.

            


    

    


    Documents
to be Delivered by KGTH

    


    9.3              On
or before the Closing, KGTH shall deliver or cause to be delivered to HDWRD and
the HDWRD Shareholders:

    


    
      	
              (a)  

            	
              share
      certificates representing the Acquisition Shares duly registered in the
      names of the holders of shares of HDWRD Common
  Stock;

            


    

    


    
      	
              (b)  

            	
              certified
      copies of such resolutions of the directors of KGTH as are required to be
      passed to authorize the execution, delivery and implementation of this
      Agreement;

            


    

    


    
      	
              (c)  

            	
              a
      certified copy of a resolution of the directors of KGTH dated as of the
      Closing Date appointing the nominees of HDWRD as officers of HDWRD and
      appointing the nominee of the HDWRD Shareholders to the board of directors
      of KGTH;

            


    

    


    
      	
              (d)  

            	
              resignations
      of all of the officers of KGTH as of the Closing
  Date;

            


    

    


    
      	
              (e)  

            	
              resignation
      of all directors except Thomas (Tim) King of
  KGTH;

            


    

    


    
      	
              (f)  

            	
              an
      acknowledgement from KGTH of the satisfaction of the conditions precedent
      set forth in section 7.1 hereof;

            


    

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (g)  

            	
              certificate
      or incorporation and good standing certificate of
  KGTH;

            


    

    


    
      	
              (h)  

            	
              all
      documentation evidencing the 5 for 1 Reverse Split of KGTH Common Shares,
      and

            


    

    


    
      	
              (i)  

            	
              such
      other documents as HDWRD may reasonably require to give effect to the
      terms and intention of this
Agreement.

            


    

    


    


    ARTICLE
10

    POST-CLOSING
MATTERS

    


    Forthwith after the Closing, KGTH,
HDWRD and the HDWRD Shareholders, as the case may be, agree to use all their
best efforts to:

    


    
      	
              (a)  

            	
              within
      four business days, (i) prepare and file with the Commission a Form 8-K
      containing the information required therein including the financial
      statements required by the Commission’s Regulation S-K and (ii) issue a
      news release reporting the Closing;

            


    

    


    
      	
              (b)  

            	
              change
      the name of KGTH to “Hardwired Interactive, Inc” or such other name as
      determined by the Board of Directors of
KGTH;

            


    

    


    
      	
              (c)  

            	
              obtain
      adequate funding which will enable HDWRD to pursue its business plan for
      the subsequent twelve (12) months;

            
	 	 
	(d)  	subject
      to item (c) above HDWRD agree to pay all the items listed on
      Schedule


    

    


                     (a),
Accounts Payable and Liabilities, within 15 days of closing;

    


    
      	
               
      

            	
              (e)
       

            	
              associate
      itself with financial intermediaries who have the experience and
      capability to provide financial public relations and market
      support.

            


    

    


    ARTICLE
11

    GENERAL
PROVISIONS

    


    Arbitration

    


    11.1                      The
parties hereto shall attempt to resolve any dispute, controversy, difference or
claim arising out of or relating to this Agreement by negotiation in good
faith.  If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of New York, New
York.

    


    Notice

    


    11.2              Any
notice required or permitted to be given by any party will be deemed to be given
when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
telecopier. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by telecopier shall be deemed to have been received on
the actual date of delivery.

    


    Addresses
for Service

    


    11.3              The
address for service of notice of each of the parties hereto is as
follows:

    


    
      	
              (a)  

            	
              KGTH:

            


    

    


    21702
Evalyn Ave.

    Torrance,
CA  90503

    Attention:
Tim King

    Telephone
no. 310-540-1960

    Facsimile
no.  310-388-1187

    


    With a
copy to:

    


    


    
      	
              (b)  

            	
              HDWRD
      or the HDWRD Shareholders:

            


    

    


    11 Red
Sable Point

    The
Woodlands, TX   77380

    Attention:
Mark Wood

    Telephone
no.

    281 419
0980

    Facsimile
no.

    832 369
7267

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    
 

    With a
copy to:

    


    Law
Offices of Stephen M. Fleming PLLC

    110 Wall
Street, 11th Floor

    New York,
New York 10005

    Attn:
Steve Fleming

    


    Telephone
no.

    516-833-5034

    Facsimile
no.

    516-977-1209

    


    Change
of Address

    


    11.4              Any
party may, by notice to the other parties change its address for notice to some
other address in North America and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.

    


    Further
Assurances

    


    11.5              Each
of the parties will execute and deliver such further and other documents and do
and perform such further and other acts as any other party may reasonably
require to carry out and give effect to the terms and intention of this
Agreement.

    


    Time
of the Essence

    


    11.6              Time
is expressly declared to be the essence of this Agreement.

    


    Entire
Agreement

    


    11.7              The
provisions contained herein constitute the entire agreement among HDWRD, the
HDWRD Shareholders and KGTH respecting the subject matter hereof and supersede
all previous communications, representations and agreements, whether verbal or
written, among HDWRD, the HDWRD Shareholders and KGTH with respect to the
subject matter hereof.

    


    Enurement

    


    11.8              This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.

    


    Assignment

    


    11.9              This
Agreement is not assignable without the prior written consent of the parties
hereto.

    


    Counterparts

    


    11.10                            This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies of
this Agreement by telecopier will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    
 

    Applicable
Law

    


    11.11                      This
Agreement shall be enforced, governed by and construed in accordance with the
laws of the State of California applicable to agreements made and to be
performed entirely within such state, without regard to the principles of
conflict of laws  The parties hereto hereby submit to the exclusive
jurisdiction of the United States federal courts located in Los Angeles,
California with respect to any dispute arising under this Agreement, the
agreements entered into in connection herewith or the transactions contemplated
hereby or thereby. All parties irrevocably waive the defense of an inconvenient
forum to the maintenance of such suit or proceeding.  All parties
further agree that service of process upon a party mailed by first class mail
shall be deemed in every respect effective service of process upon the party in
any such suit or proceeding.  Nothing herein shall affect either
party’s right to serve process in any other manner permitted by
law.  All parties agree that a final non-appealable judgment in any
such suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on such judgment or in any other lawful
manner.  The party which does not prevail in any dispute arising under
this Agreement shall be responsible for all fees and expenses, including
attorneys’ fees, incurred by the prevailing party in connection with such
dispute.

    


    [Remainder
of page intentionally left blank.]

     

     

     

     

     

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    


    IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first above
written.

    


    KingThomason
Group, Inc.

     

    
      
        
          	 	 	 	 	 
	
                  By:
      /s/ Thomas
      King

                	 	 	
                   

                	 
	
                  Thomas
      King, Chief Executive Officer

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 


        

      

HARDWIRED
INTERACTIVE, INC.

    


    
       

      
        
          
            	 	 	 	 	 
	
                    By:
      /s/ Mark
      Wood

                  	 	 	
                     

                  	 
	
                    Mark
      Wood, Chief Executive Officer

                  	 	 	
                     

                  	 
	
                     

                  	 	 	
                     

                  	 


          

        



    

    HDWRD
SHAREHOLDERS

    


    


    


    ___________________________________

    


    


    


    ___________________________________

    


    


    


    ___________________________________

    
 

     

     

    26