EXHIBIT 10.1

            AGREEMENT, dated as of January 11, 2005, between MILITARY RESALE
GROUP, INC., a New York corporation with offices located at 2180 Executive
Circle Colorado Springs, Colorado 80906 (the "COMPANY"); and LEE BRUKMAN, an
individual residing at c/o Data Recovery Continuum, Inc., P.O. Box 105, La
Jolla, California 92038 ("BRUKMAN").

                                  INTRODUCTION


            Brukman has served as a director and officer of the Company on dates
prior to the date hereof. In such capacity, Brukman incurred expenses on behalf
of the Company (the "BRUKMAN EXPENSES") and was entitled to, but did not
receive, salary during his period of service as an officer of the Company (the
"BRUKMAN UNPAID SALARY"). On JUNE 11, 2004, Brukman made a loan (the "BRUKMAN
LOAN") to the Company in the amount of $75,000 represented by the 8% note, dated
June 11, 2004, by the Company in favor of Brukman. On June 11, 2004, Brukman
caused his affiliate Data Recovery Continuum, Inc. to transfer its ownership of
Ohio Street Partners, LLC ("OHIO STREET") to the Company in exchange for
1,920,000 shares (the "DISPUTED SHARES") of common stock, par value $0.0001 per
share (the "COMPANY COMMON STOCK"), of the Company, and warrants (the "DISPUTED
WARRANTS", and, together with the Disputes Shares, the "DISPUTED SECURITIES") to
purchase an aggregate of 960,000 shares of Company Common Stock.

         Disputes  exist  between the Company  and Brukman  with  respect to (i)
whether Brukman is currently serving in any capacity with the Company,  (ii) the
amount and  existence of the Brukman  Expenses,  (iii) the amount of the Brukman
Unpaid Salary, and (iv) the title to the assets of Ohio Street.

         The parties  desire to resolve such disputes on the terms,  and subject
to the conditions, set forth herein.

         The parties  hereto,  intending  to be legally  bound,  hereby agree as
follows:

I.       RESIGNATION

         SECTION 1.01      OFFICERSHIPS.

         To the extent that Brukman is or may be currently serving as an officer
of the Company, effective upon the execution hereof, Brukman hereby resigns from
all positions as an officer of the Company.

         SECTION 1.02      DIRECTORSHIPS.

         To the extent that Brukman is or may be currently serving as a director
of the Company, effective upon the execution hereof, Brukman hereby resigns from
his position as a director of the Company.



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         SECTION 1.03      BENEFITS.

         Commencing upon the execution and delivery  hereof,  the parties hereto
hereby  agree that  Brukman  shall no longer be eligible to  participate  in any
employee or executive benefit,  pension, health, or other plan or program of the
Company,  subject to  availability  of healthcare  benefits under any applicable
COBRA continuation and other legal requirements.

II.      BRUKMAN LOAN; BRUKMAN EXPENSES; BRUKMAN UNPAID SALARY

         SECTION 2.01      AGREEMENT AS TO AGGREGATE AMOUNTS.

         The parties  hereby  agree that the amount of the  Brukman  Loan is and
shall be $75,000.  the amount of the Brukman Expenses shall be $20,000;  and the
amount of the Brukman Unpaid Salary shall be $25,000.

         SECTION 2.02      STRUCTURE OF PAYMENT.

         The aggregate amount of the Brukman Loan, the Brukman Expenses, and the
Brukman Unpaid Salary shall be paid as set forth in the note attached  hereto as
Exhibit 2.02 hereof.

III.     UNWINDING OF OHIO STREET TRANSACTION

         SECTION 3.01      DELIVERY OF EVIDENCE OF OWNERSHIP.

         Upon the  execution and delivery  hereof,  the Company shall deliver to
Brukman evidence of the Company's ownership of Ohio Street, duly endorsed and in
proper form for transfer.

         SECTION 3.02      DELIVERY OF DISPUTED SECURITIES.

         Upon the  execution  and  delivery  hereof,  Brukman  shall  cause  his
affiliates  to  deliver  to the  Company  the stock  certificates  and  warrants
comprising  the  Disputed  Securities,  duly  endorsed  and in  proper  form for
transfer.  Upon receipt thereof,  the Company shall cause the Disputed Shares to
become  authorized,  but unissued,  shares of Company  Common  Stock,  and shall
cancel the Disputed Warrants.

IV.      RELEASES; INDEMNIFICATION; NON-DISPARAGEMENT

         SECTION 4.01      RELEASES.

         (a)  Except as  otherwise  as set  forth,  and to the extent set forth,
herein, the Company hereby fully and unconditionally releases and discharges all
claims and  causes of action  which it or its  successors  (if  applicable),  or
assigns ever had, now have, or hereafter may have against Brukman, in connection
with any and all matters  relating to the  matters set forth  herein,  provided,
however,  that the Company expressly does not release Brukman for (i) violations
by Brukman of, and actions of Brukman in contravention  of, Federal,  state, and
other laws,  rules,  and  regulations,  whether in his capacity as an officer or
director of the Company or otherwise or (ii) this Agreement.


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         (b)  Except as  otherwise  as set  forth,  and to the extent set forth,
herein,  Brukman  hereby fully and  unconditionally  releases and discharges all
claims and causes of action which he or his heirs,  successors (if  applicable),
or assigns ever had, now have, or hereafter may have against the Company and its
officers, directors,  employees, counsel, agents, and stockholders, in each case
past,  present,  or as they may  exist at any time  after  this  date,  and each
person, if any, who controls, controlled, or will control any of them within the
meaning of Section 15 of the  Securities  Act of 1933,  as  amended,  or Section
20(a) of the  Securities  Exchange Act of 1934,  as amended  (collectively,  the
"COMPANY PARTIES"),  provided,  however, that Brukman expressly does not release
the  Company  Parties  with  respect  to (i)  indemnification  and  contribution
hereunder,  under or pursuant to the certificate of  incorporation or by-laws of
the  Company,  or pursuant to the  General  Corporation  Law of the State of New
York, or (ii) this Agreement; provided, however, that Brukman expressly does not
release the Company for violations by the Company of, and actions of the Company
(and its  officers,  directors,  employees,  and  agents)  in  contravention  of
Federal, state, and other laws, rules, and regulations.

         SECTION 4.02      INDEMNIFICATION.

         (a) The Company agrees to indemnify and hold harmless  Brukman from any
and all losses,  liabilities,  damages,  and  expenses  whatsoever  (which shall
include for all purposes of this Section 4.02, but not be limited to, reasonable
counsel  fees  and  any and  all  reasonable  expenses  whatsoever  incurred  in
investigating,  preparing,  or defending  against any  litigation,  commenced or
threatened, or any claim whatsoever,  and any and all amounts paid in settlement
of any claim or litigation) as and when incurred  arising out of, based upon, or
in connection  with this Agreement,  to the maximum extent  permitted by the New
York General  Corporation Law. The foregoing  agreement to indemnify shall be in
addition to any liability the Company may otherwise have, including  liabilities
arising under this Agreement.

         (b) Brukman  agrees to indemnify and hold harmless the Company from any
and all losses,  liabilities,  damages,  and  expenses  whatsoever  (which shall
include for all purposes of this Section 4.02, but not be limited to, reasonable
counsel  fees  and  any and  all  reasonable  expenses  whatsoever  incurred  in
investigating,  preparing,  or defending  against any  litigation,  commenced or
threatened, or any claim whatsoever,  and any and all amounts paid in settlement
of any claim or litigation) as and when incurred  arising out of, based upon, or
in connection with this Agreement,  and violations by Brukman of, and actions of
Brukman  in  contravention  of,  Federal,  state,  and other  laws,  rules,  and
regulations, whether in his capacity as an officer or director of the Company or
otherwise,  in each case to the maximum extent permitted by the New York General
Corporation  Law. The foregoing  agreement to indemnify  shall be in addition to
any liability Brukman may otherwise have,  including  liabilities  arising under
this Agreement


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         SECTION 4.03      NON-DISPARAGEMENT.

         Each party hereto hereby  agrees that it or he will not make,  and that
it or he will use its or his best efforts to prevent its affiliates from making,
any  written or oral  statements  that are  damaging  or  disparaging  to to the
activities,  image or reputation  of the other party  hereto.  Each party hereto
hereby agrees that any breach by it or him of the  provisions of this  paragraph
will cause the other party hereto irreparable harm and loss and a breach of this
clause will be  considered  a material  breach of this  Agreement  and,  without
limiting any other  remedies  that any party hereto may have,  each party hereto
hereby  consents to the  issuance  of an  injunction  to prohibit  any actual or
threatened such breach by it, its agents,  or its affiliates.  The right of each
party  hereto to obtain such  injunction  shall not  preclude  any other  remedy
available thereto,  including the right to obtain damages.  Notwithstanding  the
foregoing,  nothing shall prevent either party to make any disclosures which, in
the opinion of counsel, are legally required to be made by such party.

V.       REPRESENTATIONS AND WARRANTIES

         SECTION 5.01      REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

         (a)  Brukman  has all  necessary  right  and  power to enter  into this
Agreement  and to carry out the  obligations  hereunder  and to  consummate  the
transactions  contemplated  hereby.  This  Agreement  has been duly executed and
delivered by Brukman, and constitutes a valid and binding obligation of Brukman,
and is enforceable against Brukman in accordance with its terms.

         (b) Brukman is an  individual  who has reached the age  majority in his
state of residence and has all necessary requisite power and authority,  and all
necessary consents,  authorizations,  approvals, orders, licenses, certificates,
and permits of and from, and declarations and filings with, all federal,  state,
local, and other governmental authorities and all courts and other tribunals, to
own,  lease,  license,  and use his  properties  and  assets and to carry on the
business in which he is now engage and the businesses in which she  contemplates
engaging.

         (c) The Disputed Securities are owned of record and beneficially solely
by Brukman  free and clear of any  security  interest,  pledge,  mortgage,  lien
(including,   without   limitation,   environmental  and  tax  liens),   charge,
encumbrance, adverse claim, preferential arrangement or restriction of any kind,
including,  without  limitation,  any restriction on the use,  voting,  transfer
(except as otherwise  provided  herein),  receipt of income or other exercise of
any  attributes of  ownership.  The Disputed  Securities  are not subject to any
options,   warrants,   convertible  securities  or  other  rights,   agreements,
arrangements  or  commitments  of any character  relating to interests  therein.
There are no voting trusts,  member agreements,  proxies, or other agreements or
understandings  in effect  with  respect to the voting or transfer of any of the
Disputed Securities.

         SECTION 5.02      REPRESENTATIONS AND WARRANTIES OF BRUKMAN.

         The Company has all requisite power and authority to execute,  deliver,
and  perform  each of this  Agreement  and the  Note.  All  necessary  corporate
proceedings  of the Company  have been duly taken to  authorize  the  execution,
delivery,  and performance  thereby of each of this Agreement and the Note. Each
of this Agreement and the Note has been duly authorized, executed, and delivered
by the Company,  constitutes  the legal,  valid,  and binding  obligation of the
Company,  and is enforceable as to the Company in accordance with its respective
terms.


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VI.      MISCELLANEOUS

         SECTION 6.01      FURTHER ACTIONS.

         At any time and from time to time,  each  party  agrees,  at its or his
expense,  to take such actions and to execute and deliver such  documents as may
be reasonably necessary to effectuate the purposes of this Agreement.

         SECTION 6.02      AVAILABILITY OF EQUITABLE REMEDIES.

         Since a breach of the provisions of this Agreement could not adequately
be compensated by money damages, any party shall be entitled, in addition to any
other right or remedy available to it, to an injunction  restraining such breach
or a threatened breach and to specific performance of any such provision of this
Agreement,  and in either  case no bond or other  security  shall be required in
connection therewith,  and the parties hereby consent to the issuance of such an
injunction and to the ordering of specific performance.

         SECTION 6.03      SURVIVAL.

         The covenants, agreements, representations, and warranties contained in
or  made  pursuant  to  this  Agreement   shall  survive  any  delivery  of  the
consideration described herein,  irrespective of any investigation made by or on
behalf of any party.

         SECTION 6.04      MODIFICATION.

         This Agreement sets forth the entire  understanding of the parties with
respect to the subject matter hereof, supersedes all existing agreements between
them  concerning  such  subject  matter,  and may be modified  only by a written
instrument duly executed by each party.

         SECTION 6.05      NOTICES.

         Any notice or other  communication  required or  permitted  to be given
hereunder  shall be in writing  and shall be mailed by  certified  mail,  return
receipt  requested (or by the most nearly comparable method if mailed from or to
a location outside of the United States) or by Federal Express, Express Mail, or
similar  overnight  delivery or courier  service or  delivered  (in person or by
telecopy, telex, or similar telecommunications equipment) against receipt to the
party to whom it is to be given at the  address  of such  party set forth in the
preamble  to this  Agreement  (or to such other  address as the party shall have
furnished in writing in  accordance  with the  provisions  of this Section 6.05)
with a copy to each of the other party hereto. Any notice given to any corporate
party shall be addressed to the attention of the Corporate Secretary.  Notice to
the  estate  of any  party  shall be  sufficient  if  addressed  to the party as
provided  in this  Section  6.05.  Any  notice or other  communication  given by
certified mail (or by such comparable  method) shall be deemed given at the time
of  certification  thereof (or comparable  act),  except for a notice changing a
party's address which will be deemed given at the time of receipt  thereof.  Any
notice given by other means permitted by this Section 6.05 shall be deemed given
at the time of receipt thereof.


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         SECTION 6.06      WAIVER.

         Any waiver by any party of a breach of any term of this Agreement shall
not operate as or be  construed  to be a waiver of any other breach of that term
or of any breach of any other term of this Agreement.  The failure of a party to
insist  upon  strict  adherence  to any  term of this  Agreement  on one or more
occasions  will not be  considered  a waiver or deprive  that party of the right
thereafter  to insist  upon strict  adherence  to that term or any other term of
this  Agreement.  Any waiver must be in writing  and, in the case of a corporate
party,  be authorized by a resolution of the Board of Directors or by an officer
of the waiving party.

         SECTION 6.07      BINDING EFFECT.

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the the Company,  Brukman,  and their  respective  successors and and
assigns  (if  not a  natural  person)  and  his  assigns,  heirs,  and  personal
representatives (if a natural person).

         SECTION 6.08      NO THIRD PARTY BENEFICIARIES.

         This Agreement does not create, and shall not be construed as creating,
any rights  enforceable by any person not a party to this  Agreement  (except as
provided in Section 6.07).

         SECTION 6.09      SEPARABILITY.

         If  any   provision  of  this   Agreement  is  invalid,   illegal,   or
unenforceable,  the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and circumstances.

         SECTION 6.10      HEADINGS.

         The headings in this Agreement are solely for  convenience of reference
and shall be given no  effect  in the  construction  or  interpretation  of this
Agreement.

         SECTION 6.11      COUNTERPARTS; GOVERNING LAW.

         This Agreement may be executed in any number of  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same instrument. It shall be governed by and construed in accordance
with the laws of the State of New York,  without  giving  effect to  conflict of
laws. Any action, suit, or proceeding arising out of, based on, or in connection
with this Agreement or the  transactions  contemplated  hereby may be brought in
the United States District Court for the Southern  District of New York and each
party  covenants and agrees not to assert,  by way of motion,  as a defense,  or
otherwise,  in any such action, suit, or proceeding,  any claim that it or he is
not  subject  personally  to the  jurisdiction  of such  court,  that its or his
property  is exempt or immune from  attachment  or  execution,  that the action,
suit, or proceeding is brought in an inconvenient  forum,  that the venue of the
action,  suit, or proceeding is improper,  or that this Agreement or the subject
matter hereof may not be enforced in or by such court.


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         IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.

                                            MILITARY RESALE GROUP, INC.


                                            BY:---------------------------------
                                                  NAME:
                                                  TITLE:




                                            ------------------------------------
                                            LEE BRUKMAN


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