Exhibit 10.1


    SAFE
      TRAVEL CARE, INC.

    8880
      Rio San Diego Dr., 8th
      Floor, San Diego, CA 92108

    Tel
      (619) 342-7449 Fax (619) 342-7446

    


    


    


    STOCK
      EXCHANGE AGREEMENT

     

    


     

    THIS
      AGREEMENT is made this 4th day of August, 2006 by and between the controlling
      stockholders (hereafter referred to as the “Shareholders”) of TITAN ENERGY
      DEVELOPMENT INC., a Minnesota corporation (the “Company”), and SAFE TRAVEL CARE,
      INC., a corporation organized under the laws of Nevada (“SFTV”).

     

    WHEREAS,
      the Shareholders, once the conditions as set forth in this Agreement have been
      fulfilled, desire to exchange 100% of their shares of stock of the Company,
      par
      value $0.001 per share (the “Company Stock”), for Preferred Shares in SFTV
      and

     

    WHEREAS,
      SFTV desires to exchange Preferred Shares of SFTV for 100% of the common shares
      of the Company; 

     

    NOW,
      THEREFORE, in consideration of the foregoing and the following mutual covenants
      and agreements, the parties hereto agree as follows:

     

    1.  Exchange
      of Stock.
      At the
      closing of this Agreement (the “Closing”), upon the basis of the covenants,
      warranties and representations set forth in this Agreement, the Shareholders
      will transfer, assign, and deliver to SFTV 1,178,000 shares of Company Stock,
      free and clear of all liens and encumbrances, except as otherwise may be
      permitted hereunder in return for shares of Preferred Stock in SFTV as set
      forth
      in Section 2.

     

    2.  At
      the
      time of Closing between the Shareholders and SFTV, the Shareholders shall
      exchange 100% of their shares of stock of the Company for 1,000,000 shares
      of
      Series “B” Preferred Stock in SFTV, different and distinct from the Series A
      Preferred Stock, and any other outstanding Series of Preferred Stock in SFTV,
      with attributes as will be set forth below:

     

    	A.  	
            The
              Series “B” Preferred Stock will be issued in accordance with a resolution
              of the corporation, said resolution describing the value, interest,
              maturity and relation of said Series B Preferred Stock to the capital
              structure of SFTV, and including the option of Conversion to Common
              Stock
              in SFTV after 2 years. 

          


     

    	B.  	
            Each
              share of Series B Preferred Stock will convert to $1.00 in value of
              SFTV
              Common Stock at the time of conversion. 

          


     

    	C.  	
            Escalation
              consideration: 

          


     

    
      
         

      

      
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    	i.  	
            If
              Company Gross Revenues for 2007 and 2008 average $1.0 million or more,
              each share of Series B Preferred Stock will convert to $1.50 in value
              of
              SFTV Common Stock at the time of conversion.


          


     

    	ii.  	
            If
              Company Gross Revenues for 2007 and 2008 average $2.0 million or more,
              each share of Series B Preferred stock will convert to $2.00 in value
              of
              SFTV Common Stock at the time of conversion.


          


     

    	iii.  	
            If
              Company Gross Revenues for 2007 and 2008 average $3.0 million or more,
              each share of Series B Preferred stock will convert to $3.00 in value
              of
              SFTV Common Stock at the time of conversion.


          


     

    	iv.  	
            If
              Company Gross Revenues for 2007 and 2008 average $4.0 million or more,
              each share of Series B Preferred stock will convert to $4.00 in value
              of
              SFTV Common Stock at the time of
              conversion.

          


     

    	v.  	
            Similar
              progression will apply to additional increases in Gross Revenues over
              the
              period of 2007 to 2008. 

          


     

    3.  Closing.
      The
      Closing shall take place no later than August 30, 2006. 

     

    4.  Post
      Acquisition Status of Company.
      At
      closing, the Company will become a wholly owned subsidiary of SFTV. As such,
      the
      Company shall maintain its own Board of Directors and officers. The Company
      agrees to allow the appointment of one member of the board of directors by
      SFTV.
      At the time of Closing, the Board of Directors of SFTV will accept the
      appointment of one member by Company to the board of SFTV. 

     

    5.  Management.
      Jeffrey
      Flannery shall remain as Chief Executive Officer and Chief Financial Officer
      of
      the SFTV, while Thomas Black will be elected by the Board of Directors to the
      position of President of SFTV and immediately thereafter will be appointed
      to
      the Board of Directors. Should any changes occur which could result in either
      the removal of Thomas Black as President of SFTV or as a Member of the Board
      of
      Directors, no such removal shall take place until a thirty (30) day “cooling
      off” period expires. Further, should voting control of SFTV change from Jeffrey
      Flannery or should the Management and/or Board of Directors of SFTV move forward
      in a manner that is contrary to Thomas Black’s direction, Thomas Black shall so
      notify Jeffrey Flannery and the Board of Directors. Upon notification, no
      subsequent action shall take place for a sixty (60) day period in order to
      provide company with the opportunity to purchase from Jeffrey Flannery, the
      Series “A” Preferred Stock that Jeffrey Flannery has in his sole possession for
      a cash purchase price of One Million Dollars ($1,000,000).

     

    6.  Financing
      of Subsidiary.
      

     

    (a)  SFTV
      hereby warrants that it will secure a firm commitment for at least $2 million
      which will be made available to the Company.

     

    
      
         

      

      
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    (b)  During
      the first three months following the signing of this Agreement, SFTV will commit
      to hiring key executives of Titan as consultants and employees to SFTV to help
      support SFTV operations, marketing and business development. 

     

    (c)  The
      terms
      of these consulting arrangement(s) will be set forth in individual consulting
      agreements between SFTV and the consultant(s). 

     

    (d)  This
      period may be extended by mutual agreement. 

     

    7.  Share
      Exchange.
      It is
      our understanding that the contemplated Reorganization would be conducted
      pursuant to the Final Agreement, and in compliance with IRC Section 368(a)(1),
      reflecting the foregoing provisions and including such other terms and
      conditions as are mutually agreed upon among the parties thereto in the course
      of good faith negotiations and as are usual and customary in transactions of
      the
      type contemplated hereby. 

     

    8.  Restrictive
      Legend.
      All
      shares of the Stock to be delivered hereunder shall bear a restrictive legend
      in
      substantially the following form:

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
      SECURITIES LAWS AND NEITHER SUCH SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED,
      SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT
      WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE
      STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
      THE
      SECURITIES ACT.”

     

    9.  Representations
      and Warranties of the Shareholders.
      Where a
      representation contained in this Agreement is qualified by the phrase “to the
      best of the Shareholder’s knowledge” (or words of similar import), such
      expression means that, after having conducted a due diligence review, the
      Shareholders believe the statement to be true, accurate, and complete in all
      material respects. Knowledge shall not be imputed nor shall it include any
      matters which such person should have known or should have been reasonably
      expected to have known. The Shareholders represent and warrant to SFTV as
      follows:

     

    (a)  Power
      and Authority.
      The
      Shareholders have full power and authority to execute, deliver, and perform
      this
      Agreement and all other agreements, certificates or documents to be delivered
      in
      connection herewith, including, without limitation, the other agreements,
      certificates and documents contemplated hereby (collectively the “Other
      Agreements”).

     

    (b)  Binding
      Effect.
      Upon
      execution and delivery by the Shareholders, this Agreement and the Other
      Agreements shall be and constitute the valid, binding and legal obligations
      of
      the Shareholders, enforceable against the Shareholders in accordance with the
      terms hereof and thereof, except as the enforceability hereof or thereof may
      be
      subject to the effect of (i) any applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws relating to or affecting creditors’
rights generally, and (ii) general principles of equity (regardless of whether
      such enforceability is considered in a proceeding in equity or at
      law).

     

    
      
         

      

      
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    (c)  Effect.
      Neither
      the execution and delivery of this Agreement or the Other Agreements nor full
      performance by the Shareholders of their obligations hereunder or there under
      will violate or breach, or otherwise constitute or give rise to a default under,
      the terms or provisions of the Articles of Incorporation or Bylaws of the
      Company or, subject to obtaining any and all necessary consents, of any
      contract, commitment or other obligation of the Company or necessary for the
      operation of the Company following the Closing or any other material contract,
      commitment, or other obligation to which the Company is a party, or create
      or
      result in the creation of any encumbrance on any of the property of the Company.
      The Company is not in violation of its Articles of Incorporation, as amended,
      its Bylaws, as amended, or of any indebtedness, mortgage, contract, lease,
      or
      other agreement or commitment.

     

    (d)  No
      Consents.
      Any
      consent, approval or authorization of, or registration, declaration or filing
      with any third party, including, but not limited to, any governmental
      department, agency, commission or other instrumentality, will be obtained or
      made by the Shareholders prior to the Closing if necessary to authorize the
      execution, delivery and performance by the Shareholders of this Agreement or
      the
      Other Agreements.

     

    (e)  Stock
      Ownership of the Shares to be Sold by the Shareholders.
      The
      Shareholders have good, absolute, and marketable title to shares of the Company
      Common Stock which constitute 100% percent of the issued and outstanding shares
      of the Company Common Stock. The shares of the Stock to be sold by the
      Shareholders hereunder constitute all of the shares of the capital stock of
      the
      Company owned by the Shareholders. The Shareholders have the complete and
      unrestricted right, power and authority to cause the transfer and assignment
      of
      the Stock pursuant to this Agreement. The
      delivery of the Stock to SFTV as herein contemplated will vest in SFTV good,
      absolute and marketable title to the shares of the Stock as described herein,
      free and clear of all liens, claims, encumbrances, and restrictions of every
      kind, except those restrictions imposed by applicable securities laws or this
      Agreement. No one affiliated with the Shareholders or any of its officers,
      directors, or principal stockholders owns any shares of the capital stock of
      the
      Company, other than the shares of the Stock owned by the Shareholders.


     

    (f)  Organization
      and Standing of the Company.
      The
      Company is a duly organized and validly existing Minnesota corporation in good
      standing, with all requisite corporate power and authority to carry on its
      business as presently conducted. The Company is qualified to do business in
      all
      other jurisdictions where it does or plans to do business.

     

    (g)  Subsidiaries.
      The
      Company has the following subsidiaries: None.

     

    (h)  Capitalization
      and Other Outstanding Shares.
      The
      Company is authorized by its Articles of Incorporation to issue 15,000,000
      shares of the Common Stock and 5,000,000 undesignated shares. There are no
      outstanding options, contracts, commitments, warrants, preemptive rights,
      agreements or any rights of any character affecting or relating in any manner
      to
      the issuance of the Stock or other securities or entitling anyone to acquire
      the
      Stock or other securities of the Company.

     

    (i)  Assets
      and Liabilities.
      As set
      forth in Exhibit A.

     

    
      
         

      

      
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    (j)  Litigation.
      As set
      forth in Exhibit B. 

     

    (k)  Employees.
      As of
      the date of this Agreement as well as at the Closing, the Company has 3 full
      and
      part time employees. The Company has no labor disputes or related actions as
      of
      this date. 

     

    (l)  Records.
      The
      books of account and minute books of the Company are complete and correct,
      and
      reflect all those transactions involving its business which properly should
      have
      been set forth in such books. 

     

    (m)  No
      Knowledge of the Company’s Default.
      The
      Shareholders have no knowledge that any of the Company’s representations and
      warranties contained in this Agreement or the Other Agreements are untrue,
      inaccurate or incomplete or that Shareholders or Company is in default under
      any
      term or provision of this Agreement or the Other Agreements.

     

    (n)  No
      Untrue Statements.
      No
      representation or warranty by the Shareholders in this Agreement or in any
      writing furnished or to be furnished pursuant hereto, contains or will contain
      any untrue statement of a material fact, or omits, or will omit to state any
      material fact required to make the statements herein or therein contained not
      misleading.

     

    (o)  Reliance.
      The
      foregoing representations and warranties are made by the Shareholders with
      the
      knowledge and expectation that SFTV is placing complete reliance
      thereon.

     

    (p)  Conduct
      of Business in Normal Course.
      The
      Company will carry on its business and activities in substantially the same
      manner as they previously have been carried out and will not institute any
      unusual or novel methods of manufacture, purchase, sale, lease, management,
      accounting, or operation that vary materially from those methods used by the
      Company as of the date of this Agreement.

     

    (q)  Issuances
      of Securities.
      After
      closing the Company will not issue any shares of its capital stock, issue or
      create any warrants, obligations, subscriptions, options, convertible
      securities, or other commitments under which any additional shares of its
      capital stock of any class might be directly or indirectly authorized, issued,
      or transferred from treasury, or agree to do any of the acts listed
      above.

     

    10.  Representations
      and Warranties of SFTV.
      Where a
      representation contained in this Agreement is qualified by the phrase “to the
      best of SFTV’s knowledge” (or words of similar import), such expression means
      that, after having conducted a due diligence review, SFTV believes the statement
      to be true, accurate, and complete in all material respects. Knowledge shall
      not
      be imputed nor shall it include any matters which such person should have known
      or should have been reasonably expected to have known. SFTV hereby represents
      and warrants to the Shareholders as follows:

     

    (a)  Power
      and Authority.
      SFTV
      has full power and authority to execute, deliver and perform this Agreement
      and
      the Other Agreements.

     

    
      
         

      

      
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    (b)  Organization
      and Standing of SFTV.
      The
      Company is a duly organized and validly existing Nevada corporation in good
      standing, with all requisite corporate power and authority to carry on its
      business as presently conducted. SFTV is qualified to do business in all other
      jurisdictions where it does or plans to do business.

     

    (c)  Binding
      Effect.
      Upon
      execution and delivery by SFTV, this Agreement and the Other Agreements shall
      be
      and constitute the valid, binding and legal obligations of SFTV enforceable
      against SFTV in accordance with the terms hereof or thereof, except as the
      enforceability hereof and thereof may be subject to the effect of (i) any
      applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
      relating to or affecting creditors’ rights generally, and (ii) general
      principles of equity (regardless of whether such enforceability is considered
      in
      a proceeding in equity or at law).

     

    (d)  No
      Consents.
      No
      consent, approval or authorization of, or registration, declaration or filing
      with any third party, including, but not limited to, any governmental
      department, agency, commission or other instrumentality, will, except such
      consents, if any, be delivered or obtained on or prior to the Closing, be
      obtained or made by SFTV prior to the Closing to authorize the execution,
      delivery and performance by SFTV of this Agreement or the Other
      Agreements.

     

    (e)  
      SFTV’s Representations and Warranties True and Complete.
      All
      representations and warranties of SFTV in this Agreement and the Other
      Agreements are true, accurate and complete in all material respects as of the
      Closing.

     

    (f)  No
      Knowledge of the SFTV’s Default.
      SFTV
      has no knowledge that any of the SFTV representations and warranties contained
      in this Agreement or the Other Agreements are untrue, inaccurate or incomplete
      in any respect or that the Shareholders is in default under any term or
      provision of this Agreement or the Other Agreements.

     

    (g)  No
      Untrue Statements.
      No
      representation or warranty by SFTV in this Agreement or in any writing furnished
      or to be furnished pursuant hereto, contains or will contain any untrue
      statement of a material fact, or omits, or will omit to state any material
      fact
      required to make the statements herein or therein contained not
      misleading.

     

    (h)  No
      Litigation. There is no current or anticipated litigation involving
      SFTV

     

    (i)  Reliance.
      The
      foregoing representations and warranties are made by SFTV with the knowledge
      and
      expectation that the Shareholders is placing complete reliance
      thereon.

     

    11.  Conditions
      Precedent to Obligations of SFTV.
      All
      obligations of SFTV under this Agreement are subject to the fulfillment, prior
      to or at the Closing, of the following conditions:

     

    (a)  Representations
      and Warranties True at the Closing.
      The
      representations and warranties of the Shareholders herein shall be deemed to
      have been made again as of the Closing, and then be true and correct, subject
      to
      any changes contemplated by this Agreement. The Shareholders shall have
      performed all of the obligations to be performed by it hereunder on or prior
      to
      the Closing.

     

    
      
         

      

      
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    (b)  Deliveries
      at the Closing.
      SFTV
      shall have delivered to Shareholders at the Closing all of the documents
      required to be delivered hereunder.

     

    12.  Conditions
      Precedent to Obligations of the Shareholders.
      All
      obligations of the Shareholders under this Agreement are subject to the
      fulfillment, prior to or at the Closing, of the following
      conditions:

     

    (a)  Representations
      and Warranties True at Closing.
      The
      representations and warranties of SFTV herein shall be deemed to have been
      made
      again at the Closing, and then be true and correct, subject to any changes
      contemplated by this Agreement. SFTV shall have performed all of the obligations
      to be performed by SFTV hereunder on or prior to the Closing.

     

    (b)  Deliveries
      at the Closing.
      SFTV
      shall have delivered to Shareholders at the Closing all of the documents
      required to be delivered hereunder.

     

    13.  The
      Nature and Survival of Representations, Covenants and Warranties.
      All
      statements and facts contained in any memorandum, certificate, instrument,
      or
      other document delivered by or on behalf of the parties hereto for information
      or reliance pursuant to this Agreement, shall be deemed representations,
      covenants and warranties by the parties hereto under this Agreement. All
      representations, covenants and warranties of the parties shall survive the
      Closing and all inspections, examinations, or audits on behalf of the parties,
      shall expire one year following the Closing.

     

    14.  Indemnification
      by Company.
      The
      Company agrees to indemnify and hold harmless SFTV against and in respect to
      all
      damages (as hereinafter defined) up to the amount of the purchase price (what
      is
      the purchase price?). Damages, as used herein shall include any claim, salary,
      wage, action, tax, demand, lost, cost, expense, liability (joint or several),
      penalty and other damage, including without limitation, counsel fees and other
      costs and expenses reasonably incurred in investigating or attempting to avoid
      same or in opposition to the imposition thereof, or in enforcing this indemnity,
      resulting to SFTV from any inaccurate representation made by or on behalf of
      the
      Shareholders in or pursuant to this Agreement, breaches any of the warranties
      made by or on behalf of the Shareholders in or pursuant to this Agreement,
      or
      breach or default in the performance by the Shareholders of any of the
      obligations to be performed by them hereunder.

     

    Notwithstanding
      the scope of the Shareholder’s representations and warranties herein, or of any
      individual representation or warranty, or any disclosure to SFTV herein or
      pursuant hereto, or the definition of damages contained in the preceding
      sentence, or SFTV’s knowledge of any fact or facts at or prior to the Closing,
      damages shall also include all debts, liabilities, and obligations of any nature
      whatsoever (whether absolute, accrued, contingent, or otherwise, and whether
      due
      or to become due) of the Company, as of the date hereof, whether known or
      unknown by the Shareholders; all claims, actions, demands, losses, costs,
      expenses, and liabilities resulting from any litigation from causes of action
      arising prior to the Closing involving the Company or any stockholders thereof
      other than the Shareholders, whether or not disclosed to SFTV; all claims,
      actions, demands, losses, costs, expenses, liabilities and penalties resulting
      from (i) the Company’s infringement or claimed infringement upon or acting
      adversely to the rights or claimed rights of any person under or in respect
      to
      any copyrights, trademarks, trademark rights, patents, patent rights or patent
      licenses; or (ii) any claim or pending or threatened action with respect to
      the
      matters described in clause (i); all claims, actions, demands, losses, costs,
      expenses, liabilities or penalties resulting from the Company’s failure in any
      respect to perform any obligation required by it to be performed at or prior
      to
      the Closing, or by reason of any default of the Company, at the Closing, under
      any of the contracts, agreements, leases, documents, or other commitments to
      which it is a party or otherwise bound or affected; and all losses, costs,
      and
      expenses (including without limitation all fees and disbursements of counsel)
      relating to damages.

     

    
      
         

      

      
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    The
      Company shall reimburse and/or pay on behalf of SFTV any payment made or
      required to be made by SFTV and/or the Company at any time after the closing
      based on the judgment of any competent jurisdiction or pursuant to a bona fide
      compromise or settlement of claims, demands or actions, in respect to the
      damages to which the foregoing indemnity relates. SFTV shall give the Company
      notice within thirty (30) days after notification of any litigation threatened
      or instituted against the Company which might constitute the basis of a claim
      for indemnity by SFTV against the Company.

     

    Notwithstanding
      anything contained in this Agreement to the contrary, the right to
      indemnification described in this paragraph shall expire 18 months after the
      Closing.

     

    15.  Records
      of the Company.
      For a
      period of five years following the Closing, the books of account and records
      of
      the Company pertaining to all periods prior to the Closing shall be available
      for inspection by the Shareholders for use in connection with tax
      audits.

     

    16.  Further
      Conveyances and Assurances.
      After
      the Closing, the Shareholders and SFTV will, without further cost or expense
      to,
      or consideration of any nature from the other, execute and deliver, or cause
      to
      be executed and delivered, to the other, such additional documentation and
      instruments of transfer and conveyance, and will take such other and further
      actions, as the other may reasonably request as more completely to sell,
      transfer and assign to and fully vest in SFTV ownership of the Stock and to
      consummate the transactions contemplated hereby.

     

    17.  Closing.
      The
      Closing of the sale and purchase contemplated hereunder shall be on or before
      August 30, 2006, subject to acceleration or postponement from time to time
      as
      the Shareholders and SFTV may mutually agree.

     

    18.  Deliveries
      at the Closing by the Shareholders.
      At the
      Closing the Shareholders, shall deliver to SFTV:

     

    (a)  Certificates
      representing 1,178,000 shares of the Company Common Stock, free and clear of
      all
      liens, claims, encumbrances, and restrictions of every kind except for the
      restrictive legend required by Paragraph 3 hereof.

     

    (b)  All
      books
      and records of the Company, up to date and duly organized. 

     

    (c)  Any
      other
      document which may be necessary to carry out the intent of this
      Agreement.

     

    
      
         

      

      
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    19.  Deliveries
      at the Closing by SFTV.
      At the
      Closing, SFTV shall deliver to the Shareholders the following:

     

    (a)  Certificates
      representing 1,000,000 shares of the Company Series “B” Preferred Stock, free
      and clear of all liens, claims, encumbrances, and restrictions of every kind
      except for the restrictive legend required by Paragraph 3 hereof.

     

    (b)  Certificates
      representing 1,000,000 shares of the SFTV’s Common Stock free and clear of all
      liens, claims, encumbrances, and restrictions of every kind except for the
      restrictive legend required by Paragraph 3 hereof.

     

    (c)  
      Any
      other document which may be necessary to carry out the intent of this
      Agreement.

     

    Any
      other
      document which may be necessary to carry out the intent of this
      Agreement.

     

    20.  Default
      and Reversal of the Agreement. 

     

    (a)  Company
      will be considered in default of this Agreement if:

     

    (i)  Company
      is unable to attain gross revenues of $1 million in the first two years
      following the execution of this agreement, or 

     

    (ii)  Company
      is unable to complete an audit with a PCAOB registered auditor within 90 days
      or
      for less than $50,000.00

     

    (iii)  Company
      is not able to fulfill the terms and conditions set forth herein this Agreement.
      

     

    (b)  
      SFTV
      shall be considered in default of this Agreement if: 

     

    (i)  A
      suitable funding program for at least $2 million per year is not implemented
      within 180 days of the Agreement or

     

    (ii)  
      SFTV is
      not able to fulfill the terms and conditions set forth herein this Agreement.
      

     

    (c)  If
      such a
      default should occur and no reasonable cure is offered by the defaulting Party
      within a 90 day period, the terms, conditions and responsibilities within this
      Agreement may be considered null and void, and both SFTV and Company may return
      to their pre-acquisition status without further obligation to the other.


     

    (d)  If
      a
      default by SFTV occurs, Company shall bear no responsibility to return funds
      received from SFTV.

     

    
      
         

      

      
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    21.  No
      Assignment.
      This
      Agreement shall not be assignable by any party without the prior written consent
      of the other parties, which consent shall be subject to such parties’ sole,
      absolute and unfettered discretion.

     

    22.  Brokerage.
      The
      Shareholders and SFTV agree to indemnify and hold harmless each other against,
      and in respect of, any claim for brokerage or other commissions relative to
      this
      Agreement, or the transactions contemplated hereby, based in any way on
      agreements, arrangements, understandings or contracts made by either party
      with
      a third party or parties whatsoever.

     

    23.  Attorney’s
      Fees.
      In the
      event that it should become necessary for any party entitled hereunder to bring
      suit against any other party to this Agreement for enforcement of the covenants
      contained in this Agreement, the parties hereby covenant and agree that the
      party or parties who are found to be in violation of said covenants shall also
      be liable for all reasonable attorney’s fees and costs of court incurred by the
      other party or parties that bring suit.

     

    24.  Benefit.
      All the
      terms and provisions of this Agreement shall be binding upon and inure to the
      benefit of and be enforceable by each of the parties hereto, and his respective
      heirs, executors, administrators, personal representatives, successors and
      permitted assigns.

     

    25.  Notices.
      All
      notices, requests, demands, and other communications hereunder shall be in
      writing and delivered personally or sent by registered or certified United
      States mail, return receipt requested with postage prepaid, or by telecopy
      or
      e-mail, if to the Shareholders, addressed to Mr. Thomas Black at 461 Burroughs
      Street, Detroit Michigan 48202 telephone (248) 763-4343 and e-mail
      thomasblack9@comcast.net and if to SFTV, addressed to Mr. Jeffrey Flannery
      at
      8880 Rio San Diego Dr., 8th
      Floor,
      San Diego, CA 92108 telephone 619-342-7449 telecopier 619-342-7446 and e-mail
      jwfworld@gmail.com Any party hereto may change its address upon 10 days’ written
      notice to any other party hereto.

     

    26.  Construction.
      Words
      of any gender used in this Agreement shall be held and construed to include
      any
      other gender, and words in the singular number shall be held to include the
      plural, and vice versa, unless the context requires otherwise.

     

    27.  Waiver.
      No
      course of dealing on the part of any party hereto or its agents, or any failure
      or delay by any such party with respect to exercising any right, power or
      privilege of such party under this Agreement or any instrument referred to
      herein shall operate as a waiver thereof, and any single or partial exercise
      of
      any such right, power or privilege shall not preclude any later exercise thereof
      or any exercise of any other right, power or privilege hereunder or
      thereunder.

     

    28.  Cumulative
      Rights.
      The
      rights and remedies of any party under this Agreement and the instruments
      executed or to be executed in connection herewith, or any of them, shall be
      cumulative and the exercise or partial exercise of any such right or remedy
      shall not preclude the exercise of any other right or remedy.

     

    29.  Invalidity.
      In the
      event any one or more of the provisions contained in this Agreement or in any
      instrument referred to herein or executed in connection herewith shall, for
      any
      reason, be held to be invalid, illegal or unenforceable in any respect, such
      invalidity, illegality, or unenforceability shall not affect the other
      provisions of this Agreement or any such other instrument.

     

    
      
         

      

      
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          - 10

        
          

        

      

      
         

      

    

     

    30.  Time
      of the Essence.
      Time is
      of the essence of this Agreement. 

     

    31.  Incorporation
      by Reference.
      The
      Exhibits and Schedules to this Agreement referred to or included herein
      constitute integral parts to this Agreement and are incorporated into this
      Agreement by this reference.

     

    32.  Controlling
      Agreement.
      In the
      event of any conflict between the terms of this Agreement or any of the Other
      Agreements or exhibits referred to herein, the terms of this Agreement shall
      control.

     

    33.  Law
      Governing; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada, without regard to any conflicts of laws provisions thereof.
      Each party hereby irrevocably submits to the personal jurisdiction of the United
      States District Court for Clark County, Nevada, as well as of the Superior
      Courts of the State of Nevada in Clark County, Nevada over any suit, action
      or
      proceeding arising out of or relating to this Agreement. Each party hereby
      irrevocably waives, to the fullest extent permitted by law, any objection which
      it may now or hereafter have to the laying of the venue of any such mediation,
      arbitration, suit, action or proceeding brought in any such county and any
      claim
      that any such mediation, arbitration, suit, action or proceeding brought in
      such
      county has been brought in an inconvenient forum.

     

    34.  Multiple
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. A facsimile transmission of this signed Agreement shall be legal
      and
      binding on all parties hereto.

     

    35.  Entire
      Agreement.
      This
      instrument and the attachments hereto contain the entire understanding of the
      parties and may not be changed orally, but only by an instrument in writing
      signed by the party against whom enforcement of any waiver, change,
      modification, extension, or discharge is sought.

     


    
      
         

      

      
        Page
          - 11

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Agreement has been executed on the date first written
      above.

     

    


    FOR:
      SHAREHOLDERS

    


    


    
      	 /s/ Thomas
              Black
	 Thomas Black
	 
	
               

               

            
	
               

               

            
	
               

               

            
	
               

               

            
	
               

               

            


    

     

     

    FOR:
      SAFE
      TRAVEL CARE INC.

    


    


    


    


    By:
      /s/
      Jeffrey Flannery

    Jeffrey
      Flannery, CEO

     

    
      
         

      

      
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          - 12