ACQUISITION AGREEMENT

      This ACQUISITION AGREEMENT (the "AGREEMENT") dated as of March 15, 2006
by, between and among

      KMA Global Solutions International, Inc., a corporation organized under
the laws of the State of Nevada ("KMA INTERNATIONAL"), with the address c/o Sean
Maniaci, 80 Carlauren Road, Suite 23, Vaughan, Ontario, L4Z 7Z5,

      KMA Global Solutions, Inc., a corporation organized under the laws of the
Province of Ontario, Canada, with the address 5570A Kennedy Road, Mississauga,
Ontario L4Z 2A9 ("KMA (CANADA)"), and

      The persons listed in Schedule 1 annexed hereto (each, a "KMA (CANADA)
STOCKHOLDER" and, collectively, the "KMA (CANADA) STOCKHOLDERS").


                                   WITNESSETH:

      WHEREAS, KMA International entered into a merger transaction (the
"MERGER") with Espo's, Ltd., a corporation formed under the laws of the State of
New York ("ESPO'S"), in order to effect the change of state of incorporation of
Espo's Ltd., and KMA International was the surviving corporation

      WHEREAS, certain KMA (Canada) Stockholders hold 4,225,427 shares of KMA
International common stock, par value $.001 per share (the "KMA INTERNATIONAL
COMMON STOCK") as a result of the Merger and pursuant to a Stock Purchase
Agreement dated March 7, 2006, by and between Espo's, certain shareholders of
Espo's and 2095511 Ontario Limited., a limited corporation formed under the laws
of the Province of Ontario, Canada , as representative of and agent under a
power of attorney for of said KMA (Canada) Stockholders, (the "STOCK PURCHASE
AGREEMENT"); and

      WHEREAS, the KMA (Canada) Stockholders own 314,400 shares (the "TARGET
SHARES") of KMA common stock, no par value, said Target Shares constituting all
of the issued and outstanding common stock of KMA; and

      WHEREAS, the KMA (Canada) Stockholders desire to sell and KMA
International desires to purchase all of the Target Shares; and

      NOW THEREFORE, in consideration of the premises and of the mutual
covenants and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties hereby agree as follows:

   1. PURCHASE AND SALE. On the terms and conditions set forth herein, each of
the KMA (Canada) Stockholders hereby agree to sell to KMA International and KMA
International hereby agrees to buy from the each of the KMA (Canada)
Stockholders, the Target Shares owned by each of the KMA (Canada) Stockholders
as set forth on Schedule 1, attached hereto.


                                       1
<PAGE>

   2. PURCHASE PRICE AND ISSUANCE OF SHARES. As consideration for its purchase
of the Target Shares, KMA International is issuing an aggregate of 314,400
shares of KMA International common stock, par value $.001 per share (the "KMA
INTERNATIONAL SHARES") to KMA (Canada) Stockholders at the rate of one (1) KMA
International Share for each Target Share. The KMA International Shares will be
issued to each KMA (Canada) Stockholder or his or her designee in accordance
with Schedule 1, attached hereto. No fractional shares of the KMA International
Shares will be issued to any KMA(Canada) Stockholder entitled to receive said
shares and the number of shares issued to a KMA (Canada) Stockholder entitled to
a fractional share shall be rounded up or down to the nearest whole share.

   3. REPRESENTATIONS AND WARRANTIES OF KMA (CANADA) AND KMA (CANADA)
STOCKHOLDERS. KMA (Canada) and each KMA (Canada) Stockholder represent and
warrant to KMA International that, except as otherwise set forth herein or in
any schedule annexed hereto:

(a)   Organization and Standing. KMA (Canada) is a corporation duly organized,
      validly existing and in good standing under the laws of the Province of
      Ontario, Canada, is qualified to do business as a foreign corporation in
      every jurisdiction in which it is required to be so qualified, except
      where the failure to so qualify would not have a material adverse effect
      on KMA (Canada), and has full corporate power and authority to carry on
      its business as now conducted and to own its properties. Attached hereto
      as Schedule 3(a) is a true and correct copy of KMA (Canada)'s Certificate
      of Status, Certificate of Incorporation, and By-laws, in effect as of the
      date hereof.

(b)   Capitalization. The entire authorized capital stock of KMA (Canada)
      consists of an unlimited number of shares of common stock without par
      value, of which 2,014,000 shares are issued and outstanding. All of the
      issued and outstanding Target Shares have been duly authorized and are
      validly issued, fully paid, and nonassessable. Except as provided by this
      Agreement, there are no outstanding or authorized options, warrants,
      purchase rights, subscription rights, conversion rights, exchange rights,
      or other contracts or commitments that could require KMA (Canada) to
      issue, sell, or otherwise cause to become outstanding any of its capital
      stock.

(c)   Ownership of KMA Shares. Each KMA (Canada) Stockholder owns beneficially
      the number of Target Shares set forth next to such KMA (Canada)
      Stockholder's name in Schedule 1, attached hereto, free and clear of any
      restrictions on transfer (other than restrictions under the Securities Act
      of 1933, as amended (the "Act") and state or Canadian securities laws),
      taxes, security interests, options, warrants, purchase rights, contracts,
      commitments, equities, claims, and demands. None of the KMA (Canada)
      Stockholders is a party to any option, warrant, purchase right, or other
      contract or commitment that could require such KMA (Canada) Stockholder to
      sell, transfer, or otherwise dispose of any capital stock of the Target
      (other than this Agreement).

                                       2
<PAGE>

(d)   Taxes. Except as set forth on Schedule 3.(d), annexed hereto, KMA (Canada)
      has filed all Canadian provincial and federal, and all U.S. state and
      local income or other tax returns and reports that, to its knowledge it is
      required to file with all governmental agencies, and has, to its
      knowledge, paid or accrued for payment all taxes as shown on such returns,
      such that a failure to file, pay or accrue will not have a material
      adverse effect on KMA (Canada).

(e)   Pending Actions. Except as described in Schedule 3.(e) annexed hereto,
      there are no legal actions, lawsuits, proceedings or investigations,
      either administrative or judicial, pending or to the knowledge of the KMA
      (Canada) Stockholders or KMA (Canada) threatened against KMA (Canada), or
      against the KMA (Canada) Stockholders that arise out of their operation of
      KMA (Canada), which if decided adversely to KMA (Canada) or the KMA
      (Canada) Stockholders, would have a material adverse effect on KMA
      (Canada).

(f)   Governmental Regulation. To the knowledge of KMA (Canada) and the KMA
      (Canada) Stockholders, KMA (Canada) is not knowingly in violation of any
      law, material ordinance or regulation to which it is subject, the
      violation of which would have a material adverse effect on KMA (Canada).

(g)   No Interest in Suppliers, Customers, Landlords or Competitors. Neither the
      KMA (Canada) Stockholders nor, to the knowledge of the KMA (Canada)
      Stockholders, any member of their immediate family, have any material
      equity interest in any supplier, customer, landlord or competitor of KMA
      (Canada).

(h)   No Debt Owed by KMA (Canada) to KMA (Canada) Stockholders. Except for
      salary and benefits accrued in the ordinary course of business and
      consistent with KMA (Canada)'s past practices, KMA (Canada) does not owe
      any money, securities, or property to any KMA (Canada) Stockholder or any
      member of the immediate family of any KMA (Canada) Stockholder or to any
      company directly or indirectly controlled by such a KMA (Canada)
      Stockholder or any member of the immediate family of a member.

(i)   Authorization of Transaction. KMA (Canada) and each KMA (Canada)
      Shareholder, as applicable, has full corporate power and authority to
      execute and deliver this Agreement and to perform its obligations
      hereunder. This Agreement constitutes the valid and legally binding
      obligation of KMA (Canada) and the respective KMA (Canada) Stockholders,
      enforceable in accordance with its terms and conditions. Neither KMA
      (Canada) nor any KMA (Canada) Shareholder need give any notice to make any
      filing with, or obtain any authorization, consent, or approval of any
      government or governmental agency in order to consummate the transactions
      contemplated by this Agreement.


                                       3
<PAGE>

(j)   Noncontravention. Neither the execution and the delivery of this Agreement
      nor the consummation of the transactions contemplated hereby, will (i)
      violate any constitution, statute, regulation, rule, injunction, judgment,
      order decree, ruling, charge, or other restriction of any government,
      governmental agency, or court to which KMA (Canada) or any KMA (Canada)
      Shareholder is subject or any provision of their respective Certificate of
      Incorporation or by-laws, as applicable, or (ii) conflict with, result in
      a breach of, constitute a default under, result in the acceleration of,
      create in any party the right to accelerate, terminate, modify, or cancel,
      or require any notice under any agreement, contract, lease, license,
      instrument, or other arrangement to which KMA (Canada) or any KMA (Canada)
      Shareholder is a party or by which it is bound or to which any of its
      assets is subject.

(k)   KMA (Canada) Financial Statements. Attached hereto as Schedule 3.(k) are
      the following financial statements (collectively the "Financial
      Statements") for KMA (Canada): (i) audited consolidated balance sheets and
      statements of income, changes in stockholders' equity, and cash flow as of
      and for the fiscal year ended January 31, 2004; and (ii) unaudited
      consolidated balance sheets and statements of income and changes in
      stockholders' equity (the "MOST RECENT FINANCIAL STATEMENTS") as of and
      for the nine (9) months ended September 30, 2005 (the "MOST RECENT FISCAL
      PERIOD"). The Financial Statements (including the notes thereto) have been
      prepared in accordance with generally accepted accounting principles in
      effect in Canada applied on a consistent basis throughout the periods
      covered thereby and present fairly the financial condition of KMA (Canada)
      as of such dates and the results of operations of KMA (Canada) for such
      periods; provided, however, that the Most Recent Financial Statements are
      subject to normal year-end adjustments and lack footnotes, other
      presentation items, and do not contain a statement of cash flows.

  4. REPRESENTATIONS AND WARRANTIES OF KMA INTERNATIONAL. KMA International
represents and warrants to KMA (Canada) and KMA (Canada) Stockholders that:

(a)   Organization and Standing. KMA International is a corporation duly
      organized, validly existing and in good standing under the laws of the
      State of Nevada, is qualified to do business as a foreign corporation in
      every jurisdiction in which such qualification is required, and has full
      power and authority to carry on its business as now conducted and to own
      and operate its assets, properties and business. Attached hereto as
      Schedule 4.A is a true and correct copy of KMA International's Certificate
      of Incorporation, and By-laws, in effect as of the date hereof.


(b)   Capitalization. As of the date hereof, the entire authorized capital stock
      of KMA International consists of 100,000,000 shares of common stock, par
      value $.001 per share of which 2,386,000 are issued and outstanding. After
      the issuance of the 314,400 shares to the KMA (Canada) Stockholders as
      provided in Article 2 above, there will be a total of 2,709,223 shares of
      KMA International common stock issued and outstanding. All of the issued
      and outstanding shares of KMA International common stock have been duly
      authorized and are validly issued, fully paid, and nonassessable and have
      been issued free of preemptive rights of any security holder. Except as
      provided by this Agreement, there are no outstanding or authorized
      options, warrants, purchase rights, subscription rights, conversion
      rights, exchange rights, or other contracts or commitments that could
      require KMA International to issue, sell, or otherwise cause to become
      outstanding any of its capital stock. There is no outstanding or
      authorized stock appreciation, phantom stock, profit participation, or
      similar rights with respect to KMA International.


                                       4
<PAGE>

(c)   Authorization of Transaction. KMA International has full corporate power
      and authority to execute and deliver this Agreement and to perform its
      obligations hereunder. This Agreement constitutes the valid and legally
      binding obligation of KMA International, enforceable in accordance with
      its terms and conditions. KMA International need not give any notice to,
      make any filings with, or obtain any authorization, consent, or approval
      of any government or governmental agency, in order to consummate the
      transactions contemplated by this Agreement.

(d)   Noncontravention. Neither the execution and the delivery of this Agreement
      nor the consummation of the transactions contemplated hereby, will (i)
      violate any constitution, statute, regulation, rule, injunction, judgment,
      order decree, ruling, charge, or other restriction of any government,
      governmental agency, or court to which KMA International is subject or any
      provision of its charter or bylaws or (ii) conflict with, result in a
      breach of, constitute a default under, result in the acceleration of,
      create in any party the right to accelerate, terminate, modify, or cancel,
      or require any notice under any agreement, contract, lease, license,
      instrument, or other arrangement to which KMA International is a party or
      by which it is bound or to which any of its assets is subject.

(e)   Ownership of Shares. The KMA International Shares have been duly
      authorized and, when issued pursuant to the Agreement, will have been
      validly issued, fully paid and non-assessable, with no personal liability
      attaching to the holders of such shares, free of preemptive rights of any
      security holder and, free and clear of all liens, encumbrances and
      restrictions of any nature whatsoever, except by reason of the fact that
      such KMA International Shares will not have been registered under the Act
      and state securities laws.

(f)   Material Agreements. KMA International is not a party to or bound by any:

         (i) employment, advisory or consulting contract; (ii) plan providing
         for employee benefits of any nature; (iii) lease with respect to any
         property or equipment;
         (iv)     contract, agreement, understanding or commitment for any
                  future expenditure in excess of $1,000 in the aggregate;
         (v)      contract or commitment pursuant to which it has assumed,
                  guaranteed, endorsed, or otherwise become liable for any
                  obligation of any other person, firm or organization;
         (vi)     agreement with any person relating to the dividend, purchase
                  or sale of securities, that has not been settled by the
                  delivery or payment of securities when due, and which remains
                  unsettled upon the date of the Agreement.

                                       5
<PAGE>

(g)   Taxes. Prior to closing KMA International will file all federal, state and
      local income or other tax returns and reports that it is required to file
      with all governmental agencies, wherever situate, and will pay all taxes
      as shown on such returns. All of such returns will be true and complete.

(h)   Absence of Liabilities. As of the Closing Date, KMA International will
      have no assets and no liabilities (whether known or unknown, whether
      asserted or unasserted, whether absolute or contingent, whether accrued or
      unaccrued, whether liquidated or unliquidated and whether due or to become
      due, including any liability for taxes, except for the costs, including
      legal and accounting fees and other expenses, in connection with this
      transaction for which KMA International agrees to be responsible, and to
      pay in full at or prior to the Closing.

(i)   No Pending Actions. There are no legal actions, lawsuits, proceedings or
      investigations, either administrative or judicial, pending or threatened,
      against or affecting KMA International, or against any of KMA
      International officers or directors and arising out of their operation of
      KMA International. KMA International has been in compliance with, and has
      not received notice of violation of any law, ordinance or regulation of
      any kind whatever.

(j)   Corporate Records. All of KMA International's books and records,
      including, without limitation, its books of account, corporate records,
      minute book, stock certificate books and other records are up-to-date,
      complete and reflect accurately and fairly the conduct of its business in
      all respects since its date of incorporation.

(k)   Access to Information; Speculative Investment. KMA International has had a
      full opportunity to request from KMA (Canada) and review, and has received
      all information which it deems relevant in making a decision to acquire
      the Target Shares to be acquired by it hereunder.

(l)   OTC Pink Sheets. KMA International is and shall remain eligible for
      quotation on the OTC Pink Sheets..

  5. TERM. All representations and warranties made herein and in the schedules
attached hereto shall survive the execution and delivery of the Agreement for
the three (3) month period following the date hereof.

                                       6
<PAGE>

  6.     COVENANTS.
(a)      KMA (Canada) and KMA International agree that, between the date of this
         Agreement and the Closing, except as contemplated by any other
         provisions of this Agreement, unless the other shall otherwise agree in
         writing, which agreement shall not be unreasonably withheld or delayed,
         the business of KMA (Canada) and KMA International shall be conducted
         only in the ordinary course of business consistent with past practice.
         By way of amplification and not limitation, except as set forth herein,
         KMA (Canada) and KMA International shall not, between the date of this
         Agreement and the Closing, directly or indirectly, do, or agree to do,
         any of the following:

         (i)      issue, sell, pledge, dispose of, grant, transfer, or authorize
                  the issuance, sale, pledge, disposition, grant, transfer or
                  encumbrance of, any shares of its capital stock or securities
                  convertible or exchangeable or exercisable for any shares of
                  such capital stock, or any options, warrants or other rights
                  of any kind to acquire any shares of such capital stock, or
                  any other ownership interest (including, without limitations,
                  any phantom interest) of such entity; and

         (ii)     declare, set aside, make or pay any dividend or other
                  distribution, payable in cash, stock, property or otherwise,
                  with respect to any of its capital stock.

(b)   Each of KMA (Canada) and KMA International shall give prompt notice to the
      other of (i) any notice or other communication from any person alleging
      that the consent of such person is or may be required in connection with
      the transactions contemplated by this Agreement, (ii) any notice or other
      communication from any governmental entity or any person in connection
      with the transactions contemplated by this Agreement, (iii) any actions,
      suits, claims, investigations or proceedings commenced or, to the best of
      its knowledge, threatened in writing against, relating to or involving or
      otherwise affecting KMA (Canada) or KMA International; and (iv) any
      inaccuracy in or inability to perform such representations, warranties, or
      covenants. No such notice shall be deemed to constitute a cure of any
      breach or representation, warranty, covenant or agreement.

(c)   KMA (Canada) and KMA International shall use all reasonable efforts to (i)
      take, or cause to be taken, all appropriate action, and do, or cause to be
      done, all things necessary, proper or advisable under applicable law or
      otherwise consummate and make effective the transactions contemplated by
      this Agreement as promptly as practicable, (ii) obtain from any
      governmental entities any consents, licenses, permits, waivers, approvals,
      authorizations or orders required to be obtained or made by KMA
      International or KMA (Canada) in connection with the authorization,
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated herein, and (iii) make all necessary filings,
      and thereafter make any other required submissions, with respect to this
      Agreement and the transaction contemplated hereby required under (x) any
      applicable federal, state of provincial securities laws, (y) the Nevada
      Revised Statutes, Title 7, Chapter 78 and (z) any other applicable law;
      provided that KMA International and KMA (Canada) shall cooperate with each
      other in connection with the making of all such filings, including
      providing copies of all such documents to the non-filing party and its
      advisors prior to filing and considering all reasonable additions,
      deletions or changes suggested in connection therewith.


                                       7
<PAGE>


7.       CONDITIONS TO CLOSING.

(a)   The respective obligations of each party to effect the transactions
      contemplated herein shall be subject to the satisfaction at or prior to
      the Closing of the following conditions, any or all of which be waived, in
      whole or in part, to the extent permitted by applicable law:

            (i)   No governmental entity or federal or state court of competent
                  jurisdiction shall have enacted, issued, promulgated, enforced
                  or entered any statute, rule, regulation, executive order,
                  decree, judgment, injunction or other order (whether
                  temporary, preliminary or permanent), in any case which is in
                  effect and which prevents or prohibits consummation of the
                  transactions contemplated in this which is in effect and which
                  prevents or prohibits consummation of the transactions
                  contemplated in this Agreement; provided, however, that the
                  parties shall use their best efforts to cause any such decree,
                  judgment, injunction or other order to be vacated or lifted.

(b)   The obligations of KMA International to effect the transactions
      contemplated herein shall be subject to the satisfaction at or prior to
      the Closing of the following conditions, any or all of which may be
      waived, in whole or in part, to the extent permitted by applicable law:

            (i)   Each of the representations and warranties of KMA (Canada)
                  contained in this Agreement shall be true and correct in all
                  material respects as of the Closing, except that those
                  representations and warranties which address matters only as
                  of a particular date shall remain true and correct in all
                  material respects as of such date. KMA International shall
                  have received a certificate of the principal executive officer
                  of KMA (Canada) to such effect.

         (ii)     KMA (Canada) shall have performed or complied in all material
                  respects with all agreements and covenants required by this
                  Agreement to be performed or complied with by it on or prior
                  to the Closing. KMA International shall have received a
                  certificate of the principal executive officer of KMA (Canada)
                  to such effect.

(c)   The obligations of KMA (Canada) to effect the transactions contemplated
      herein shall be subject to the satisfaction at or prior to the Closing of
      the following conditions, any or all of which may be waived, in whole or
      in part, to the extent permitted by applicable law:

                                       8
<PAGE>

            (i)   Each of the representations and warranties of KMA
                  International contained in this Agreement shall be true and
                  correct in all material respects as of the Closing, except,
                  that those representations and warranties which address
                  matters only as of a particular date shall remain true and
                  correct in all material respects as of such date. KMA (Canada)
                  shall each have received a certificate of the principal
                  executive officer of KMA International to such effect.

            (ii)  KMA International shall have performed or complied in all
                  material respects with all agreements and covenants required
                  by this Agreement to be performed or complied with by it on or
                  prior to the Closing. KMA (Canada) shall have received a
                  certificate of the principal executive officer of KMA
                  International to such effect.


  8.     TERMINATION: AMENDMENT: WAIVER.

(a)   This Agreement may be terminated at any time prior to the Closing:

            (i)   by mutual consent of KMA International and KMA (Canada);

            (ii)  by KMA International, if there has been a material breach by
                  KMA (Canada) of any of its material representations,
                  warranties, covenants or agreements contained in this
                  Agreement;

            (iii) by KMA (Canada), if there has been a material breach by KMA
                  International of any of its material representations,
                  warranties, covenants or agreements contained in this
                  Agreement;

            (iv)  by either KMA International or KMA (Canada) if any decree,
                  permanent injunction, judgment, order or other action by any
                  court of competent jurisdiction or any governmental entity
                  preventing or prohibiting consummation of the transactions
                  contemplate hereby shall have become final and nonappealable;
                  or

            (v)   by either KMA International or KMA (Canada) if the transaction
                  contemplated hereby shall not have been consummated before
                  March 31, 2006 if and only if no willful breach of any
                  representation, warranty or covenant by the party seeking to
                  terminate is a substantial cause of the failure of the
                  transactions contemplated hereby to be consummated by such
                  date.

(b)   In the event of the termination of this Agreement by either KMA (Canada)
      or KMA International pursuant to Section 8(a), this Agreement shall
      forthwith become void, there shall be no liability under this Agreement on
      the part of KMA International or KMA (Canada), other than the provisions
      of this Section 8(b), and except to the extent that such termination
      results from the breach by a party of any of its representations,
      warranties, covenants or agreements set forth in this Agreement.

                                       9
<PAGE>

(c)   Except as otherwise required by law, this Agreement may be amended by the
      parties hereto by action taken by or on behalf of their respective Boards
      of Directors at any time prior to the Closing. This Agreement may not be
      amended except by an instrument in writing signed by the parties hereto.

(d)   At any time prior to the Closing, any party hereto may (i) extend the time
      for the performance of any of the obligations or other parties hereto,
      (ii) waive any inaccuracies in the representations and warranties of the
      other parties contained herein or in any document delivered pursuant
      hereto and (iii) waive compliance by the other parties with any of the
      agreements of conditions contained herein. Any such extension or waiver
      shall be valid if set forth in an instrument in writing signed by the
      party or parties to be bound thereby.

  9. NOTICES. All notices and other communications given or made pursuant hereto
  shall be sent by reputable overnight courier next day delivery, and shall be
  deemed to have been duly given or made as of the date delivered, if delivered
  personally, to the parties at the following address:


If to KMA (Canada) or the KMA (Canada)      KMA Global Solutions Inc.
Stockholders:                               5570a Kennedy Road
                                            Mississauga, Ontario L4Z 2A9, Canada
                                            Fax Number:   (905) 568-4446
                                            Attn: Jeffrey D. Reid

If to KMA International:                    KMA International, Ltd.
                                            c/o Sean Maniaci
                                            80 Carlauren Road, Suite 23
                                            Vaughan, Ontario
                                            L4Z 7Z5
                                            Fax Number:   718.360.1513



10. MISCELLANEOUS PROVISIONS. This Agreement is the entire agreement between the
parties in respect of the subject matter hereof, and there are no other
agreements, written or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The failure to insist upon
strict compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such right or power
at any other time or times.

                                       10
<PAGE>

11. CLOSING. The Closing of the transactions contemplated by this Agreement (the
"CLOSING") shall take place at the offices of KMA (Canada) or by electronic
exchange of documents, with facsimile signatures, on or before March 15, 2006,
or such other date as the parties hereto shall agree upon (the "CLOSING DATE").
At the Closing, all of the documents and items referred to herein shall be
exchanged.

12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Nevada, without regard to its
conflict of laws principles.

13. COUNTERPARTS. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Agreement, with one counterpart being
delivered to each party hereto.



                                       11
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date and year above first written.

                       KMA INTERNATIONAL, LTD.

                                /s/ Sean Maniaci
                       By:
                          ------------------------------------------------------

                                Sean Maniaci, President and Secretary

                       KMA GLOBAL SOLUTIONS INC.


                                /s/ Jeffrey D. Reid
                       By:
                           -----------------------------------------------------

                                Jeffrey D. Reid, President


                       KMA (CANADA) STOCKHOLDERS
                       (SEE SCHEDULE 1)

                       By:  2095511 Ontario Limited., as representative of and
                       agent under a power of attorney
                               /s/ Jeffrey D. Reid
                       By:
                            ----------------------------------------------------
                                Jeffrey D. Reid, President





                                       12
<PAGE>


                                                                      SCHEDULE 1
                           KMA GLOBAL SOLUTIONS, INC.
                                ("KMA (CANADA)")
                             an Ontario Corporation

--------------------------------------------------------------------------------
                   KMA (CANADA) SHAREHOLDER         KMA (CANADA) SHARES HELD
--------------------------------------------------------------------------------
Joe Lassaline                                                            200,000
--------------------------------------------------------------------------------
Robert Gole                                                              130,000
--------------------------------------------------------------------------------
Larry Waters                                                             100,000
--------------------------------------------------------------------------------
Paul Montgomery                                                          100,000
--------------------------------------------------------------------------------
HSBC Securities in Trust for Stuart Vandersluis                          100,000
--------------------------------------------------------------------------------
Chris Brown                                                              100,000
--------------------------------------------------------------------------------
Gord Brown                                                               100,000
--------------------------------------------------------------------------------
Allan White                                                               75,000
--------------------------------------------------------------------------------
Earl Callan                                                               60,000
--------------------------------------------------------------------------------
Stuart Vandersluis                                                        57,000
--------------------------------------------------------------------------------
Brett Udashkin                                                            50,000
--------------------------------------------------------------------------------
Paul Shim                                                                 50,000
--------------------------------------------------------------------------------
Thai Kuo Ying Shih                                                        50,000
--------------------------------------------------------------------------------
Walter Peniuk                                                             50,000
--------------------------------------------------------------------------------
Jennifer Peniuk                                                           50,000
--------------------------------------------------------------------------------
Michael McBride                                                           50,000
--------------------------------------------------------------------------------
Tom Martin                                                                50,000
--------------------------------------------------------------------------------
Randle Huszczo                                                            50,000
--------------------------------------------------------------------------------
Mark Dubois                                                               50,000
--------------------------------------------------------------------------------
Gray Montgomery                                                           30,000
--------------------------------------------------------------------------------
Lorraine Collinson                                                        30,000
--------------------------------------------------------------------------------
Thomas McKellar                                                           20,000
--------------------------------------------------------------------------------
Dan Foster                                                                20,000
--------------------------------------------------------------------------------


<PAGE>

                                  Certification

The undersigned, an authorized executive officer of KMA Global Solutions, Inc.
(KMA), hereby certifies that KMA shall have performed or complied in all
material respects with all agreements and covenants required by the Acquisition
Agreement dated as of March 15, 2006, to be performed or complied with by KMA on
or prior to the closing of said agreement.

                                          KMA GLOBAL SOLUTIONS INC.


                                          By:       /s/ Jeffrey D. Reid
                                              ----------------------------------

                                                    Jeffrey D. Reid, President

<PAGE>

                                  Certification

The undersigned, an authorized executive officer of KMA Global Solutions
International, Inc. (KMA International), hereby certifies that KMA International
shall have performed or complied in all material respects with all agreements
and covenants required by the Acquisition Agreement dated as of March 15, 2006,
to be performed or complied with by KMA International on or prior to the closing
of said agreement.

                    KMA GLOBAL SOLUTIONS INTERNATIONAL, INC.


                    By:          /s/ Sean Maniaci
                       ---------------------------------------------------------
                                 Sean Maniaci, President