Exhibit
        10.1

      


      STOCK
        PURCHASE AGREEMENT

      


      This
        STOCK PURCHASE AGREEMENT (“Agreement”), dated as of the 14th day of August,
        2008, is entered into by and between Castle Bison, Inc., a California
        corporation (“Castle”) by and on behalf of itself and those parties named on
Exhibit
        A
        (Castle
        and such other parties being hereinafter collectively referred to as the
“Castle
        Purchasers”), Vision Opportunity China LP (“Vision”) (each of Castle, the Castle
        Purchasers and Vision being a “Purchaser;”
and
        hereinafter collectively referred to as the “Purchasers”),
        Susan A.
        Schreter (“Seller”),
        and
        First
        Transaction Management,
        Inc., a
        Delaware corporation (the “Issuer”).

      


      WITNESSETH
        THAT:

      


      WHEREAS,
        Seller
        owns
        a total
        of
        262,798 restricted shares of common stock of the Issuer,
        par
        value $.01 (the “Shares”);
        and


      


      WHEREAS,
        Seller
        is the owner and holder of a certain Secured Promissory Note made by the
        Issuer,
        as borrower, to Seller, as lender, dated July 12, 2000, in the principal
        amount
        of $771,791, which note can be converted, in whole (principal and interest)
        or
        in part into common stock of Issuer at the rate of $1.60 per share (the
“Note”);
        and


      


      WHEREAS,
        the
        Note is secured by a certain Security Agreement, dated July 12, 2000, granting
        to Seller a security interest in all of the assets of Issuer set forth on
        Schedule I attached thereto (the “Security
        Agreement”);
        and


      


      WHEREAS,
        Purchasers
        desire to purchase from Seller
        and
        Seller desires to sell to
        Purchasers
        the
        Shares
        and the
        Note
        (collectively, the “Securities”),
        on
        the
        terms
        and conditions set forth herein,

      


      NOW,
        THEREFORE, in
        consideration of the foregoing and mutual covenants set forth below, the
        parties
        hereto agree as follows:

      


      1. PURCHASE
        AND SALE OF THE SHARES AND THE NOTE

      


      1.1 Purchase
        Price.
        The
        aggregate purchase price for the Securities, to be paid by Purchasers to
        Seller,
        is $600,000 (the “Purchase
        Price”),
        $25,000 of which shall be allocated to the purchase of the Shares, and the
        remaining $575,000 of which shall be allocated to the purchase of the Note
        and
        Seller’s interest under the Security Agreement. The amounts and interests in the
        Securities to be purchased by each of the Purchaser’s shall be as set forth on
Exhibit
        B.
        Seller
        acknowledges and agrees that interest under the Note shall not accrue after
        July
        31, 2008 and that, accordingly, there shall not be any change to the Purchase
        Price on account of interest that would have accrued after July 31,
        2008.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      1.3 Transfer
        of Title.
        The
        sale, assignment, conveyance, transfer, and delivery by Seller of the Securities
        shall be made by delivering (x) stock certificate(s) representing the
        Shares,
        together with one or more medallion guaranteed stock powers duly endorsed
        to
        Purchasers, and (y) an assignment and endorsement to Purchasers of the Note,
        the
        form of which is attached hereto as Exhibit C, upon receipt of which the
        Purchasers shall give to the Issuer and its transfer agent notice of the
        conversion of the Note into common shares of the Issuer. The Warrants (as
        defined in Section 2.1(c)(ii)), shall be returned to the Issuer together
        with
        one or more powers or other appropriate transfer documents duly endorsed
        to the
        Issuer. 

       

      1.4 Closing.
        The
        closing of the purchase and sale of the Securities, and the payment by
        Purchasers of the Purchase Price (the “Closing”)
        shall
        take place on
        or
        before August 15, 2008,
        at the
        offices of Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd
        Fl. New
        York, NY 10006, or as counsel for the parties otherwise may agree, subject
        to
        the satisfaction of the Closing Conditions (hereinafter defined) having been
        satisfied or waived by Purchasers.

      


      2. REPRESENTATIONS
        AND WARRANTIES BY THE SELLER, PURCHASERS
        AND
        ISSUER

      


      2.1 The
        Seller hereby represents and warrants to Purchasers as follows:

      


      (a) The
        Issuer
        is a
        corporation duly organized, validly existing, and in good standing under
        the
        laws of the State of Delaware, and is qualified in no other state. The Issuer
        holds a business license in the State of Washington but is not qualified
        as a
        foreign corporation in such state. The failure to be qualified as a foreign
        corporation in the State of Washington would
        not
        have a Material Adverse Effect on the Issuer. As used in this Agreement,
        “Material
        Adverse Effect”
means
        a
        material adverse effect on, or a material adverse change in, or a group of
        such
        effects on or changes in, the business, operations, condition, financial
        or
        otherwise, results of operations, prospects, assets or liabilities of the
        Issuer
        and its subsidiaries, taken as a whole. 

      


      (b) This
        Agreement and any other agreement executed by Seller in connection herewith
        have
        been duly executed and delivered by it and constitute the valid, binding
        and
        enforceable obligation of Seller, subject to the applicable bankruptcy,
        insolvency and similar laws affecting creditors’ rights generally and rights of
        stockholders. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (c) (i)
        The
        authorized capital stock of the Issuer
        consists
        of 125,000,000 shares of common stock, 399,256 of which are validly issued
        and
        outstanding, fully paid and non-assessable, and 25,000,000 shares of preferred
        stock, none of which are issued or outstanding. The Shares have been validly
        issued, are fully paid and non-assessable, and are owned beneficially and
        of
        record solely by Seller free and clear of all liens, pledges, encumbrances,
        security agreements, equities, options, claims, charges and restrictions
        of any
        nature whatsoever, except any restrictions under applicable securities laws,
        and
        Seller has not previously entered into any agreement or commitment for the
        sale
        of all or part of the Shares or otherwise conveyed or encumbered Seller’s
        interest (voting or otherwise) with respect to the Shares. Seller has the
        unqualified right to sell, assign, and deliver the Shares, and, upon
        consummation of the transactions contemplated by this Agreement, Purchasers
        will
        acquire good and valid title to the Shares, free and clear of all liens,
        claims,
        options, charges, and encumbrances of whatsoever nature. Purchasers acknowledge
        that the Shares being acquired from the Seller are restricted securities
        as that
        term is defined in Rule 144 of the Securities Act of 1933, as amended (the
        “Act”).

      


      (ii)
        In
        addition to the foregoing, the Issuer has outstanding warrants that are held
        by
        the Seller that entitle the Seller to purchase an aggregate of 5,000 shares
        of
        common stock of the Issuer at an exercise price of $30.00 per share (the
        “Warrants”). The Warrants are owned beneficially and of record solely by Seller
        free and clear of all liens, pledges, encumbrances, security agreements,
        equities, options, claims, charges and restrictions of any nature whatsoever,
        except any restrictions under applicable securities laws, and Seller has
        not
        previously entered into any agreement or commitment for the sale of all or
        part
        of the Warrants or otherwise conveyed or encumbered Seller’s interest (voting or
        otherwise) with respect to the Warrants. Seller has the unqualified right
        to
        sell, assign, and deliver the Warrants, and, upon delivery to the Issuer
        of the
        Warrants for cancellation (as provided for in Section 1.3), neither the Seller,
        nor anyone claiming by, through or under Seller, will have any claim or right
        under the Warrants or otherwise to exercise the Warrants.

      


      (iii)
        The
        outstanding principal balance of the Note is $771,791, accrued but unpaid
        interest as of July 31, 2008 is $278,872, and the aggregate principal balance
        and accrued but unpaid interest under the Note is convertible into 656,665
        shares of common stock of the Issuer. The Note was duly executed and delivered
        by, and is enforceable against, the Issuer and is owned and held by Seller
        free
        and clear of all liens, pledges, encumbrances, security agreements, equities,
        options, claims, charges and restrictions of any nature whatsoever, except
        any
        restrictions under applicable securities laws, and Seller has not previously
        entered into any agreement or commitment for the sale of all or part of the
        Note
        or otherwise conveyed or encumbered Seller’s interest in the Note. Seller has
        the unqualified right to sell, assign, and deliver the Note, and, upon
        consummation of the transactions contemplated by this Agreement, Purchasers
        will
        acquire good and valid title to the Note, free and clear of all liens, claims,
        options, charges, and encumbrances of whatsoever nature, and the right to
        convert the entire principal balance and accrued but unpaid interest thereon
        into not less than 656,665 shares of common stock of the Issuer.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

        

      (d) Neither
        Seller nor, to the knowledge of Seller, the Issuer, is a party to or bound
        by
        any unexpired, undischarged or unsatisfied written or oral contract, agreement,
        indenture, mortgage, debenture, note or other instrument under the terms
        of
        which performance by Seller according to the terms of this Agreement will
        be a
        default or an event of acceleration, or grounds for termination, or whereby
        timely performance by Seller according to the terms of this Agreement may
        be
        prohibited, prevented or delayed. 

      


      (e) Seller
        has full power and authority to sell and transfer the Shares and the Note
        to
        Purchasers, and deliver the Warrants to the Issuer, without obtaining the
        waiver, consent, order or approval of (i) any state or federal governmental
        authority, (ii) the Issuer, or (iii) any third party or other person including,
        but not limited to, other stockholders of the Issuer.
        

       

      (f) The
        Issuer
        has the
        corporate power,
        authority
        and
        capacity to
        carry
        on its business as presently conducted.

      


      (g) Neither
        the execution and delivery of this Agreement nor the consummation of the
        transactions contemplated hereby will constitute a violation or default under
        any term or provision of the Certificate of Incorporation or By-Laws of the
        Issuer,
        or of
        any contract, commitment, indenture, other agreement or restriction of any
        kind
        or character to which the Issuer
        or the
        Seller is a party to or by which the Issuer
        or the
        Seller is bound. 

      


      (h) The
        Issuer has no outstanding liabilities or obligations to any party except
        as
        reflected on the Issuer’s Form 10-Q for the three months ended June 30, 2008,
        other than charges since such date similar to those incurred in past periods
        and
        consistent with past practice, all of which will be discharged prior to or
        at
        the Closing so that, at the Closing, the Issuer will have no direct, contingent
        or other obligations of any kind or any commitment or contractual obligations
        of
        any kind whatsoever, except for (x) liabilities to Issuer’s transfer agent
        arising out of shareholders exchanging certificates on account of the reverse
        split effected on August 1, 2008 (the “Reverse Split Liabilities”), (y) the
        piggy-back registration obligations relating to 17,500 shares of Issuer’s common
        stock held by each of PAN Consultants Ltd. and Steven Saide and 1,250 shares
        by
        Brent Peterson (the “Registrations Rights Obligations”), and (z) liabilities
        under the Other Warrants, the Note and this Agreement..

      


      (i) All
        actions taken by the Issuer within the past two years, have been duly approved
        by the Issuer’s Board of Directors, as reflected in the minutes of the Board of
        Directors.

      


      2.2 The
        Issuer hereby represents and warrants to Purchasers as follows:

       

      (a) The
        Issuer is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Delaware. The Issuer has the corporate power
        to
        own its properties and to carry on its business as now being conducted and
        is
        duly qualified to do business and is in good standing in each jurisdiction
        in
        which the failure to be so qualified and in good standing would have a material
        adverse effect on the Issuer. The Issuer is not in violation of any of the
        provisions of its certificate of incorporation or by-laws. No consent, approval
        or agreement of any individual or entity is required to be obtained by the
        Issuer in connection with the execution and performance by the Issuer of
        this
        Agreement or the execution and performance by the Issuer of any agreements,
        instruments or other obligations entered into in connection with this Agreement.
        The Issuer has no subsidiary, and it does not have any equity investment
        or
        other interest, direct or indirect, in, or any outstanding loans, advances
        or
        guarantees to or on behalf of, any domestic or foreign individual or
        entity.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b)
         (i)
        The
        authorized capital stock of the Issuer consists of 125,000,000 shares of
        common
        stock, 399,256 of which are validly issued and outstanding, fully paid and
        non-assessable, and 25,000,000 shares of preferred stock none of which are
        issued or outstanding; (ii) Seller is the record owner of the Shares and
        the
        Warrants; (iii) the Note and the Security Agreement are legal, valid and
        binding
        obligations of the Issuer, enforceable against the Issuer in accordance with
        their terms; (iv) the outstanding principal balance of, and accrued but unpaid
        interest on, of the Note as of July 31, 2008 totals $1,050,663 (comprised
        of
        principal in the amount of $771,791 and accrued interest in the amount of
        $278,872); (v) the Note (principal and interest) is convertible into common
        stock of the Issuer at the rate of $1.60 per share; (vi) other
        than
        the Warrants, there are only 13,750 other warrants (the “Other
        Warrants”)
        issued
        by the Issuer and outstanding entitling the holders thereof to purchase 13,750
        shares of common stock of the issuer, in the aggregate, in each case at an
        exercise price of $30.00 per share; (vii) except as disclosed in this paragraph,
        there are no
        shares
        of common stock of the Issuer owned beneficially by Affiliates of the Issuer
        as
        of the date hereof; (viii) the Issuer has not issued any capital stock since
        its
        most recently filed periodic report under the Securities Exchange Act of
        1934,
        as amended (the “Exchange
        Act”);
        (ix)
        no person has any right of first refusal, preemptive right, right of
        participation, or any similar right to participate in the transactions
        contemplated by this Agreement; (x) except for the Other Warrants, and as
        a
        result of the purchase and sale of the Shares and the Note (and the return
        of
        the Warrants), there are no outstanding options, warrants, scrip rights to
        subscribe to, calls or commitments of any character whatsoever relating to,
        or
        securities, rights or obligations convertible into or exercisable or
        exchangeable for, or giving any person or entity any right to subscribe for
        or
        acquire, any shares of common stock, or contracts, commitments, understandings
        or arrangements by which the Issuer is or may become bound to issue additional
        shares of common stock or common stock equivalents or securities of the Issuer;
        (xi) except pursuant to the Warrants, the Other Warrants and the Note, the
        Issuer is not obligated to issue shares of common stock or other securities
        to
        any person or entity; and (xii) no approval or authorization of any stockholder
        of the Issuer or the Issuer’s Board of Directors or any other is required for
        Seller to sell and transfer to Purchasers the Shares and the Note or return
        the
        Warrants to the Issuer.

      


      (c) Annexed
        hereto as (i) Exhibit D is a true and complete copy of a Shareholders List
        of
        the Issuer as of July 31, 2008, certified by the Issuer’s transfer agent; (ii)
        Exhibit E is a true and complete copy of the Certificate of Incorporation
        of the
        Issuer; and (ii) Exhibit F is a true and complete copy of the By-laws of
        the
        Issuer, in each case certified as in effect as of such date, by the Secretary
        of
        the Company in the case of the By-laws and by the Secretary of State of Delaware
        in the case of the Certificate of Incorporation.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d) Other
        than disclosed in its periodic reports filed pursuant to the Exchange Act,
        the
        Issuer has not (i) purchased, sold or transferred any assets other than in
        the
        ordinary and usual course of the operations of the Issuer; (ii) granted any
        security interest or other lien or encumbrance affecting any of its assets
        or
        properties other than in the ordinary and usual course of business and in
        amounts not material; or (iii) amended any agreement or contract to which
        the
        Issuer is a party or by which its assets and properties are bound.
        Notwithstanding the foregoing, the parties acknowledge that, at the Closing,
        Seller will issue a check of the Issuer, payable to Seller, for the balance
        in
        the Issuer’s checking account, on account of Seller’s current
        salary.

      


      (e) Except
        for the following, the Issuer does not maintain any bank account, safe deposit
        box, credit or charge cards: Bank of America, checking account number 68919612
        and savings account number 68919612. Further, the Issuer agrees, with the
        assistance of Seller if necessary, to close all of such accounts immediately
        after the Closing and the payment by the bank of all outstanding checks for
        the
        balance of the funds in the accounts.

      


      (f) (i) The
        Issuer’s Form 10-KSB for the fiscal year ended December 31, 2007, as amended, is
        correct and complete in all material respects and fairly presents the financial
        condition of the Issuer as of December 31, 2007, and (ii) since December
        31,
        2007, to the Issuer’s knowledge, no event has occurred that could materially and
        adversely affect the financial condition of the Issuer, except as disclosed
        in
        its periodic reports filed with the SEC since December 31, 2007. 

       

      (g)
         The
        Issuer is not a party to any agreement or understanding pursuant to which
        any
        securities of any class of capital stock of the Issuer are to be issued or
        created or transferred, except for the Note, the Warrants and the Other
        Warrants. The Issuer has not acquired any shares of its common stock, and
        except
        for as provided herein with respect to the return of the Warrants has no
        formal
        or informal agreements or understandings pursuant to which it can or will
        acquire any shares of the Issuer’s common stock. Except for the Warrants, the
        Other Warrants and the Note (as reflected in the minutes of the Board of
        Directors of the Issuer) neither the Issuer nor, to the knowledge of the
        Issuer,
        any officer, director or 5% stockholder of the Issuer has any agreements,
        plans,
        understandings or proposals, whether formal or informal or whether oral or
        in
        writing, pursuant to which it granted or may have issued or granted any
        individual or entity any convertible security or any interest in the Issuer
        or
        the Issuer’s earnings or profits, however defined. As used in this Agreement,
        the term “convertible security” shall mean any options, rights, warrants,
        convertible debt, equity securities or other instrument or agreement upon
        the
        exercise or conversion of which or upon the exchange of which or pursuant
        to the
        terms of which additional shares of any class of capital stock of the Issuer
        may
        be issued. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (h)
         There
        is
        no private or governmental action, suit, proceeding, claim, arbitration or
        investigation pending before any agency, court or tribunal, foreign or domestic,
        or, to the Issuer’s best knowledge, threatened against the Issuer or any of its
        properties or any of its officers or directors (in their capacities as such).
        There is no judgment, decree or order against the Issuer that could prevent,
        enjoin, alter or delay any of the transactions contemplated by this Agreement.
        The term “knowledge of
        the
        Issuer” shall mean and include (i) actual knowledge and (ii) that knowledge
        which a prudent businessperson would reasonably have obtained in the management
        of such Person’s business affairs after making due inquiry and exercising the
        due diligence which a prudent businessperson should have made or exercised,
        as
        applicable, with respect thereto. Actual or imputed knowledge of any director
        or
        officer or Seller shall be deemed to be knowledge of the Issuer.

       

      (i)
         There
        are
        no material claims, actions, suits, proceedings, inquiries, labor disputes
        or
        investigations (whether or not purportedly on behalf of the Issuer) pending
        or,
        to the knowledge of the Issuer, threatened against the Issuer or any of its
        assets, at law or in equity or by or before any governmental entity or in
        arbitration or mediation. No bankruptcy, receivership or debtor relief
        proceedings are pending or, to the best of the Issuer’s knowledge, threatened
        against the Issuer.

       

      (j)
         The
        Issuer has complied with, is not in violation of, and has not received any
        notices of violation with respect to, any federal, state, local or foreign
        laws,
        judgment, decree, injunction or order, applicable to it, the conduct of its
        business, or the ownership or operation of its business. References in this
        Agreement to “Laws” shall refer to any laws, rules or regulations of any
        federal, state or local government or any governmental or quasi-governmental
        agency, bureau, commission, instrumentality or judicial body (including,
        without
        limitation, any federal or state securities law, regulation, rule or
        administrative order).

       

      (k) The
        Issuer has properly filed all tax returns (if any) required to be filed and
        has
        paid all taxes shown thereon to be due, including, but not limited to, the
        tax
        return for the 2007 tax year. To the knowledge of the Issuer, all tax returns
        previously filed are true and correct in all material respects. 

       

      (l) The
        Issuer has no outstanding liabilities or obligations to any party except
        as
        reflected in the Issuer’s Form 10-Q for the three months ended June 30, 2008,
        other than charges since such date similar to those incurred in past periods
        and
        consistent with past practice, all of which will be discharged prior to or
        at
        the Closing so that, at the Closing, the Issuer will have no direct, contingent
        or other obligations of any kind or any commitment or contractual obligations
        of
        any kind and description, except under this Agreement, the Other Warrants,
        the
        Reverse Split Liabilities, the Registration Rights Obligations and the Note.
        

       

      (m) All
        of
        the business and financial transactions of the Issuer have been fully and
        properly reflected in the books and records of the Issuer in all material
        respects and in accordance with generally accepted accounting principles
        consistently applied.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (n) The
        Issuer is current with its reporting obligations under the Exchange Act.
        None of
        the Issuer’s filings, as amended, made pursuant to the Exchange Act
        (collectively, the “Issuer
        SEC Documents”)
        contain any misstatements of material fact or omit to state a material fact
        necessary to make the statements made therein not misleading. The Issuer
        SEC
        Documents, as of their respective dates, complied in all material respects
        with
        the requirements of the Exchange Act, and the rules and regulations of the
        Commission thereunder, and are available on the Commission’s EDGAR system. The
        financial statements included in the Issuer SEC Documents fairly present
        and
        reflect, in all material respects, in accordance with generally accepted
        accounting principles, consistently applied, the financial condition of the
        Issuer on the balance sheet dates and the results of its operations, cash
        flows
        and changes in stockholders’ equity for the periods then ended in accordance
        with generally accepted accounting principles, consistently applied, except
        as
        may be otherwise specified in such financial statements or the notes thereto.
        The accountants who audited the Issuer’s financial statements are independent,
        within the meaning of the Securities Act and are a member of the PCAOB. There
        has not occurred any material adverse change, or any development involving
        a
        prospective material adverse change, in the condition, financial or otherwise,
        or in the earnings, business or operations of the Issuer, from that set forth
        in
        the Issuer’s Annual Report on Form 10-KSB for the year ended December 31, 2007,
        except to the extent reflected in the Issuer’s periodic report on Form 10-Q for
        the three months ended June 30, 2008. 

       

      (o) The
        execution and delivery of this Agreement by the Issuer and the consummation
        of
        the transactions contemplated by this Agreement will not result in any material
        violation of the Issuer’s certificate of incorporation or by-laws.

       

      (p) All
        representations, covenants and warranties of the Issuer contained in this
        Agreement shall be true and correct on and as of the Closing date with the
        same
        effect as though the same had been made on and as of such date, except for
        the
        representations and warranties made as of a specific date, in which case
        the
        same shall, on the Closing Date, be true and correct as of such specific
        date.

       

      (q) The
        Issuer has the corporate power, authority and capacity to carry on its business
        as presently conducted.

       

      (r) All
        actions taken by the Issuer within the past two years have been duly approved
        by
        the Issuer’s Board of Directors, as reflected in the minutes of the Board of
        Directors.

       

      2.3 Purchasers,
        severally, and not jointly, represent and warrant to Seller and Issuer as
        follows:

      


      (a) Purchasers
        understand that neither the Shares nor the Note have been registered with
        the
        United States Securities and Exchange Commission or any state or foreign
        securities agencies, and that the Shares being acquired from the Seller are
        restricted securities as that term is defined in Rule 144 of the Act.


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      (b) Purchasers
        have the requisite competence and authority to execute and deliver this
        Agreement and any other agreements and undertakings referenced herein, to
        perform their obligations hereunder and to consummate the transactions
        contemplated hereby. This Agreement and any other agreements executed by
        Purchasers in connection herewith have been duly executed and delivered by
        it
        and constitute the valid, binding and enforceable obligation of Purchasers,
        subject to applicable bankruptcy, insolvency and similar laws affecting
        creditors’ rights generally and the rights of stockholders. 

      


      (c) Purchasers
        are capable of evaluating the merits and risks of its investment in the
Issuer.
        Purchasers acknowledge that they must bear the economic risk of this investment
        indefinitely, unless the Shares are subsequently registered pursuant to the
        Act,
        or an exemption from registration is available. Purchasers understand that
        the
Issuer
        has no
        present intention of registering the Shares.

      


      (d) Purchasers
        are not an underwriter and are acquiring the Shares and the Note for Purchaser’s
        own account for investment only and not with a view towards distribution
        thereof
        within the meaning of the Act, the state securities laws and any other
        applicable laws. 

      


      (e) Purchasers
        have the capacity to protect their interests in connection with the transactions
        contemplated hereby as a result of their business or financial
        expertise.

      


      (f) Purchasers
        acknowledge that the Shares purchased
        herein
        may not be transferred, encumbered, sold, hypothecated, or otherwise disposed
        of
        to any person in violation of federal
        and/or state securities laws. Disposition shall include, but is not limited
        to
        acts of selling, assigning, transferring, pledging, encumbering, hypothecating,
        gifting, and any form of conveying, whether voluntary or not.

      


      (g) Purchasers
        acknowledge that neither the Issuer
        nor the
        Seller is under an obligation to register or seek an exemption under any
        federal, state or foreign securities acts for any of the Shares or any shares
        of
        common stock of the Issuer
        into
        which the Note may be converted or to cause or permit such stock to be
        transferred in the absence of any registration or exemption and that the
        Purchasers herein may not transfer the Shares unless such stock is subsequently
        registered under any federal and/or state securities acts or an exemption
        from
        registration is available.

       

      (h) The
        Purchasers have had the opportunity to ask questions of the Issuer
        and the
        Seller and receive additional information from the Issuer
        and the
        Seller to the extent that the Issuer
        and the
        Seller possessed such information or could acquire it without unreasonable
        effort or expense necessary to evaluate the merits and risks of any investment
        in the Issuer.
        Further, the Purchasers have been given or has had access to: (1) all material
        books and records of the Issuer
        that
        Purchaser has requested;
        (2) all
        material contracts and documents relating to the Issuer
        and this
        proposed transaction that Purchaser has requested; and (3) an opportunity
        to
        question the Seller and the appropriate executive officers of the Issuer.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      3. SURVIVAL
        OF REPRESENTATIONS; INDEMNIFICATION 

      


      3.1 Survival
        of Representations.
        Regardless
        of any investigation at any time made by or on behalf of any party hereto
        or of
        any information any party may have in respect thereof, all covenants,
        agreements, representations and warranties made hereunder or pursuant hereto
        or
        in connection with the transaction contemplated hereby shall survive the
        execution and delivery of this Agreement and continue in effect for 18 months
        after the execution and delivery of this Agreement (the “Survival Period”),
        except that Seller’s title representations in Section 2.1 shall survive for the
        period that is permitted for third-party claims by the applicable statute
        of
        limitations.

      


      3.2 Indemnification.
        (a)
        Seller agrees to indemnify Purchasers, and hold them harmless from and in
        respect of any assessment, loss, damage, liability, cost and expense (including,
        without limitation, interest, penalties, and reasonable attorneys’ fees) imposed
        upon or incurred by Purchasers resulting from (i) any breach of representation
        or warranty, in any material respect, made by Seller or the Issuer in this
        Agreement, and in any certificate delivered by Seller or the Issuer pursuant
        to
        this Agreement, (ii) any breach by Seller or the Issuer of any covenant,
        obligation or other agreement made by Seller or the Issuer in this Agreement,
        and (iii) a third-party claim based on any acts or omissions by Seller or
        the
        Issuer through and including the Closing Date; provided, however, that in
        the
        event of a third-party claim brought against Purchasers based upon Section
        3.2
        during the Survival Period, the Survival Period shall be extended up to
        applicable expiration of statute of limitations for any such respective claim.
        

      


      (b)
        Purchasers, severally, and not jointly, agree to indemnify and hold Seller
        harmless from and in respect of any assessment, loss, damage, liability,
        cost
        and expense (including, without limitation, interest, penalties, and reasonable
        attorneys’ fees) imposed upon or incurred by Seller resulting from the
        respective Purchaser’s representations or warranties set forth in this Agreement
        being incorrect in any material respect. Assertion by a party of their right
        to
        indemnification under this Section 3.2 shall not preclude any other rights
        or
        remedies of the party in respect thereof. 

      


      (c)
        If
        any
        claim, action or proceeding is brought against a party arising out of a claim
        that is the subject of indemnification under this Agreement (“Indemnified
        Party”), the Indemnified Party shall provide the other party (“Indemnifying
        Party”) prompt written notice of the same, together with the basis for seeking
        indemnification (the “Indemnification Notice”).  Upon receipt of an
        Indemnification Notice by the Indemnifying Party, the Indemnifying Party
        shall
        inform the Indemnified Party (delivering the Indemnification Notice), within
        5
        business days after receipt of the Indemnification Notice, whether the
        Indemnifying Party elects to compromise or defend such claim, action or
        proceeding.   The
        Indemnifying Party shall have the right, at its option, to compromise the
        claim,
        at its own expense.  In the event the Indemnifying Party elects to defend,
        the Indemnified Party shall have
        the
        right to control the defense of any claim brought against him or her that
        is the
        subject of this indemnification.  All
        costs
        and expenses incurred, including legal fees, in connection with the compromise
        or defense of any claim shall be paid by the Indemnifying
        Party. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      4. MISCELLANEOUS

       

      4.1  Expenses.
        All
        fees and expenses incurred by the Purchasers, the Issuer and Seller in
        connection with the transactions contemplated by this Agreement shall be
        borne
        by the respective parties hereto.

      


      4.2 Further
        Assurances.
        From
        time to time, at a party’s request and without further consideration, the other
        party, at the requesting party’s expense, will execute and transfer such
        documents and will take such action as may reasonably be requested in order
        to
        effectively consummate the transactions contemplated herein.

      


      4.3 Parties
        in Interest.
        All the
        terms and provisions of this Agreement shall be binding upon, shall inure
        to the
        benefit of, and shall be enforceable by the prospective heirs, beneficiaries,
        representatives, successors and assigns of the parties hereto. 

      


      4.4
        Resignation
        as Officer/Director.
        

       

      On
        the
        Closing Date:

       

      (a)
         Effective
        as of the Closing Date, or such later date as agreed to between the Issuer
        and
        its current officers, (i) the Issuer’s officers and directors shall resign and
        be duly replaced by the Purchasers’ Chief Executive Officer designee, who is
Larry
        Chimerine;
        and
        (ii) the Issuer will cause the Purchasers’ director designee to be duly
        appointed, who is Larry
        Chimerine.
        Attached hereto as Appendix B, and made a part hereof, is biographical
        information for Mr. Chimerine, for the past five (5) years, with respect
        to
        which Mr. Chimerine has executed and delivered a representation to the Issuer
        and to Seller in the form annexed hereto as Appendix B. 

      


      (b)
         The
        Seller agrees to remain a director until the expiration of the 10-day period
        beginning on the date of the filing of the Information Statement relating
        to a
        change in majority of directors of the Issuer with the SEC pursuant to Rule
        14f-1 promulgated under the Exchange Act (“Information Statement”). Purchaser
        agrees promptly to prepare a report on Schedule 14f-1 disclosing the change
        in
        directors of the Company and file
        the
        same with the SEC and transmit the same to the Company’s shareholders promptly
        after the Closing Date.

      


      (c) Concurrently
        with the execution of this Agreement, Seller shall return to the Issuer without
        further consideration the Warrants which she currently owns, and the Seller
        and
        the Issuer shall have entered into an Agreement, in the form annexed hereto
        as
        Appendix A, in that regard.

      


      4.5 Entire
        Agreement.
        This
        Agreement supersedes all prior agreements and understandings between the
        parties
        with respect to the subject matter hereof. This Agreement shall not be amended
        except by a writing signed by both parties or their respective successors
        or
        assigns. 

      


      4.6 Headings.
        The
        section and paragraph headings contained in this Agreement are for reference
        purposes only and shall not affect in any way the meaning or interpretations
        of
        this Agreement. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    4.7 Governing
      Law.
      For all
      purposes this Agreement will be governed exclusively by and construed and
      enforced in accordance with the laws of the State of New York and the Courts
      prevailing in the State of New York.

    


    4.8 Notices.
      All
      notices, requests, demands, and other communication hereunder shall be in
      writing and shall be deemed to have been duly given if delivered or mailed
      (registered or certified mail, postage prepaid, return receipt requested) as
      follows:

    


    If
      to
      Seller:

    


    Susan
      A
      Schreter

    381
      SE
      Crystal Creek Circle

    Issaquah,
      WA 98027

    


    With
      a
      copy to:

    Steven
      A.
      Saide, Esq.

    P.O.
      Box
      283

    Sagaponack,
      NY 11962

    


    If
      to
      Castle: 

    


    Castle
      Bison, Inc.

    31200
      ViaColinas, Suite 200

    Westlake
      Village, CA

    Attn:
      Raul Silvestre, Esq.

    


    With
      a
      copy to:

    


    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway, 32nd
      Floor

    New
      York,
      New York 10006

    Attn:
      Richard A. Friedman, Esq.

    


    If
      to
      Castle or the Castle Purchasers: 

    


    Castle
      Bison, Inc.

    31200
      ViaColinas, Suite 200

    Westlake
      Village, CA

    Attn:
      Raul Silvestre, Esq.

    


    With
      a
      copy to:

    


    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway, 32nd
      Floor

    New
      York,
      New York 10006

    Attn:
      Richard A. Friedman, Esq.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    If
      to
      Vision: 

    


    Vision
      Opportunity China LP

    Sarnia
      House

    Suites
      13
      and 15

    Le
      Truchot, St-Peter Port

    Guernsey
      GYI 4NA

    With
      a
      copy to:

    


    Vision
      Capital Advisors LLC

    20
      West
      55th
      Street,
      5th
      Floor

    New
      York,
      NY 10019

    Attn:
      Kim
      Gabriel, Esq.

    Legal
      and
      Operations

    


    And

    


    Greenberg
      Traurig, LLP

    200
      Park
      Avenue

    New
      York,
      NY 10166

    Attn:
      Spencer G. Feldman, Esq.

    


    If
      to the
      Issuer:

    


    First
      Transaction Management, Inc.

    381
      SE
      Crystal Creek Circle

    Issaquah,
      WA 98027

    


    4.9 Effect.
      In the
      event any portion of this Agreement is deemed to be null and void under any
      state, provincial, or federal law, all other portions and provisions not deemed
      void or voidable shall be given full force and effect.

    


    4.10 Counterparts.
      This
      Agreement may be executed in one or more counterparts and by transmission of
      a
      facsimile or digital image containing the signature of an authorized person,
      each of which shall be deemed and accepted as an original, and all of which
      together shall constitute a single instrument. Each party represents and
      warrants that the person executing on behalf of such party has been duly
      authorized to execute this Agreement.

    


    4.11 Transfer. This
      Agreement will constitute, and may be presented to the Issuer’s transfer agent
      and registrar as, Seller’s irrevocable authorization to transfer the record
      ownership of the Shares to the Purchasers on the books of the Issuer (in the
      respective amounts set forth in Exhibit B attached hereto.).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, this Agreement has been duly executed and delivered by the
      Seller, the Purchaser and the Issuer on the date first written
      above.

    


    *
      * * * *
      * * * *

    (signature
      page follows)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    
      	
              SELLER:

            
	 	 
	
              By:
                

            	
              /s/
                Susan A. Schreter

            
	 	
              Susan
                A. Schreter

            
	 	 
	
              ISSUER:

            
	
              First
                Transaction Management, Inc.

            
	 
	
              By:
                

            	
              /s/
                Susan A. Schreter

            
	
              Name:
                Susan A. Schreter

            
	
              Title:
                Chief Executive Officer

            
	 
	
              PURCHASERS:

            
	 
	
              Castle
                Bison, Inc., for itself and as agent for the individual
                purchasers

            
	 	 
	
              By:
                

            	
              /s/
                Raul Silvestre

            
	
              Name:
                Raul Silvestre

            
	
              Title:
                President

            
	 	 
	
              Vision
                Opportunity China LP

            
	 
	
              By:
                

            	/s/
              Adam Benowitz
	
              Name:
                Adam Benowitz

            
	
              Title:
                Authorized Signatory

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    SCHEDULE
      OF CASTLE PURCHASERS

    


    
      	
              Name

            	 	
              Principal Amount

            	 	
              Accrued Interest

            	 	
              Convertible Shares

            	 
	
              Castle
                Bison

            	 	
              $

            	
              216,018.98

            	 	
              $

            	
              78,054.35

            	 	 	
              183,796
                

            	 
	
              Larry
                Chimerine

            	 	
              $

            	
              21,181.86

            	 	
              $

            	
              7,653.66

            	 	 	
              18,022
                

            	 
	
              Ronitt
                Sucoff

            	 	
              $

            	
              21,181.86

            	 	
              $

            	
              7,653.66

            	 	 	
              18,022
                

            	 
	
              Helen
                Kohn

            	 	
              $

            	
              21,181.86

            	 	
              $

            	
              7,653.66

            	 	 	
              18,022
                

            	 
	
              Ben
                Hill

            	 	
              $

            	
              10,590.93

            	 	
              $

            	
              3,826.83

            	 	 	
              9,011
                

            	 
	
              Brandon
                Hill

            	 	
              $

            	
              7,074.74

            	 	
              $

            	
              2,556.32

            	 	 	
              6,019
                

            	 
	
              Mark
                Bell

            	 	
              $

            	
              8,811.65

            	 	
              $

            	
              3,183.92

            	 	 	
              7,497
                

            	 
	
              Irv
                Edwards

            	 	
              $

            	
              8,811.65

            	 	
              $

            	
              3,183.92

            	 	 	
              7,497
                

            	 
	
              Maria
                Tillman

            	 	
              $

            	
              7,074.74

            	 	
              $

            	
              2,556.32

            	 	 	
              6,019
                

            	 
	
              Marvin
                Fink

            	 	
              $

            	
              21,181.88

            	 	
              $

            	
              7,653.69

            	 	 	
              18,024
                

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Total

            	 	
              $

            	
              343,110.15

            	 	
              $

            	
              123,976.33

            	 	 	
              291,929
                

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    SCHEDULE
      OF PURCHASERS AND ACQUIRED INTERESTS

     

    
      	
              Name

            	 	
              Principal Amount

            	 	
              Accrued Interest

            	 	
              Convertible Shares

            	 
	
              Vision
                

            	 	
              $

            	
              428,680.85

            	 	
              $

            	
              154,895.67

            	 	 	
              364,735
                

            	 
	
              Castle
                Bison

            	 	
              $

            	
              216,018.98

            	 	
              $

            	
              78,054.35

            	 	 	
              183,796
                

            	 
	
              Larry
                Chimerine

            	 	
              $

            	
              21,181.86

            	 	
              $

            	
              7,653.66

            	 	 	
              18,023
                

            	 
	
              Ronitt
                Sucoff

            	 	
              $

            	
              21,181.86

            	 	
              $

            	
              7,653.66

            	 	 	
              18,023
                

            	 
	
              Helen
                Kohn

            	 	
              $

            	
              21,181.86

            	 	
              $

            	
              7,653.66

            	 	 	
              18,023
                

            	 
	
              Ben
                Hill

            	 	
              $

            	
              10,590.93

            	 	
              $

            	
              3,826.83

            	 	 	
              9,011
                

            	 
	
              Brandon
                Hill

            	 	
              $

            	
              7,074.74

            	 	
              $

            	
              2,556.32

            	 	 	
              6,019
                

            	 
	
              Mark
                Bell

            	 	
              $

            	
              8,811.65

            	 	
              $

            	
              3,183.92

            	 	 	
              7,497
                

            	 
	
              Irv
                Edwards

            	 	
              $

            	
              8,811.65

            	 	
              $

            	
              3,183.92

            	 	 	
              7,497
                

            	 
	
              Maria
                Tillman

            	 	
              $

            	
              7,074.74

            	 	
              $

            	
              2,556.32

            	 	 	
              6,019
                

            	 
	
              Marvin
                Fink

            	 	
              $

            	
              21,181.88

            	 	
              $

            	
              7,653.69

            	 	 	
              18,022
                

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Sub
                Total

            	 	
              $

            	
              771,791.00

            	 	
              $

            	
              278,872.00

            	 	 	
              656,665
                

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Additional
                Vision shares acquired from Seller

            	 	 	 	 	 	 	 	 	
              262,798

            	 
	 	 	 	 	 	 	 	 	 	 	 
	
              Total
                Securities

            	 	 	 	 	 	 	 	 	
              919,463
                

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      C

    


    ASSIGNMENT
      OF SECURED PROMISSORY NOTE

     

    THIS
      ASSIGNMENT OF SECURED PROMISSORY NOTE (this
      “Assignment”) is made this     
      day
      of
      August 2008, by Susan A. Schreter (“Assignor”), to Castle Bison, Inc. (the
“Castle Assignee”) and Vision
      Opportunity China LP
      (the
“Vision Assignee” and, together with the Castle Assignee, referred to
      collectively as “Assignee”).

    


    RECITALS

     

    WHEREAS,
      Assignor is the owner and holder of a certain Secured Promissory Note
made
      by
      First Transaction Management, Inc. (the “Issuer”), as borrower, to Assignor, as
      lender, dated July 12, 2000, having a principal balance as of July 31, 2008
      of
      not less than $771,971, which note can be converted, in whole (principal and
      interest) or in part into common stock of Issuer at the rate of $1.60 per share
      (the “Note”);
      and

    


    WHEREAS,
      the
      Note is secured by a certain Security Agreement, dated July 12, 2000, granting
      to Seller a security interest in all of the assets of Issuer set forth on
      Schedule I attached thereto (the “Security
      Agreement”);
      and


    


    WHEREAS,
      Assignor and Assignee are parties to that certain Stock Purchase Agreement
      (the
“SPA”), dated as of the date hereof, pursuant to which Assignor has agreed,
      among other things, to sell and transfer to Assignee all of Assignor’s right,
      title and interest in, to and under the Note and the Security Agreement, subject
      to the terms, covenants and conditions contained in the SPA;

    


    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties hereto agree as follows:

    


    1. Assignment.
      Assignor, as of the date hereof, assigns, transfers and conveys to the Castle
      Assignee 44.4564%, and to the Vision Assignee 55.5436%, of all of Assignor's
      right, title and interest in and to the Note and the Security
      Agreement.

    


    2. Representation
      and Warranty.
      Assignor represents and warrants to Assignee that the outstanding principal
      balance of the Note as of July 31, 2008 is $771,791 and that the aggregate
      sum
      of accrued but unpaid interest under the Note as of July 31, 2008 is
      $278,872.

    


    3. Assumption.
      Assignee accepts the foregoing assignment and assumes the Note and the Security
      Agreement as of the date hereof.

    


    4. Entire
      Agreement.
      This
      Assignment, together with the SPA, contains the entire understanding of the
      parties hereto in respect of the transactions described herein. There are no
      restrictions, promises, representations and warranties, covenants or
      undertakings as to such transactions other than those expressly set forth or
      referred to herein or in such other agreements dated the date
      hereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    
      	
                 
                

            	 	 	 	 
	
              Susan
                A. Schreter

            	 	 	 	 
	 	 	 	 	 	 
	
              Castle
                Bison, Inc.

            	 	
              Vision
                Opportunity China LP

            	 
	 	 	 	 	 	 
	
              By:
                

            	   	  
	
              By:

            	
                  
                

            	 
	 	 	 	 	
              Adam
                Benowitz

            	 
	 	 	 	 	
              Authorized
                Signatory

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    Shareholders
      List of Issuer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    Certificate
      of Incorporation of Issuer

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

    


    By
      Laws of Issuer


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

    


    AGREEMENT
      

    


    THIS
      AGREEMENT is
      made as of the __ day of August,
      2008

     

    BETWEEN:

    


    First
      Transaction Management, Inc.,
      a
      corporation formed pursuant to the laws of the State of Delaware (the
“Company”)

    


    AND:

    


    Susan
      A.
      Schreter (the “Warrantholder”).

    


    WHEREAS:

    


    A. The
      Warrantholder is the registered and beneficial owner of a warrant to purchase
      an
      aggregate of 5,000 shares of the Company’s common stock at an exercise price of
      $30.00 per share (the “Warrant”).

    


    B. The
      Seller has entered into a Stock Purchase Agreement with Castle Bison, Inc.,
      Vison Opportunity China LP (Castel Bison and Vision are hereinafter collectively
      referred to as the “Purchasers”) and the Company (the “Stock Purchase
      Agreement”).

    


    C. As
      a
      condition to the aforementioned Stock Purchase Agreement, the Warrantholder
      has
      agreed with the Purchasers and the Company to return the Warrant held by her
      to
      the Company for the sole purpose of the Company terminating the
      Warrant.

     

    NOW
      THEREFORE THIS AGREEMENT WITNESSETH THAT
      in
      consideration of the premises and sum of $1.00 now paid by the Company to the
      Warrantholder, the receipt and sufficiency whereof is hereby acknowledged,
      the
      parties hereto hereby agree as follows:

    


    Surrender
      of Warrant

    


    1. The
      Warrantholder hereby surrenders to the Company the Warrant for cancellation
      by
      delivering to the Company herewith the Warrant (with stock power or otherwise)
      duly endorsed for transfer in blank, signatures medallion guaranteed. The
      Company hereby acknowledges receipt from the Warrantholder of the Warrantfor
      the
      sole purpose of terminating the Warrant.

    


    Termination
      of Warrant

    


    2. The
      Company agrees, subject to section 3 hereof, to forthwith after the closing
      of
      the Stock Purchase Agreement to terminate the Warrant in accordance with the
      provisions of the Delaware General Corporation Law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Condition
      Precedent

    


    3. Notwithstanding
      any other provision herein, in the event that the transactions contemplated
      by
      the Stock Purchase Agreement do not close on or before the deadline set forth
      is
      said Stock Purchase Agreement, this Agreement shall terminate and the Company
      shall forthwith return to the Warrantholder the Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Representations
      and Warranties

    


    4. The
      Warrantholder represents and warrants to the Company that it is the sole owner
      of the Warrant and that it has good and marketable title to the Warrant and
      that
      the Warrant is free and clear of all liens, security interests or pledges of
      any
      kind whatsoever. 

    


    General

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

    
      	
              FIRST
                TRANSACTION MANAGEMENT, INC.

            
	 	 
	
              By:
                

            	   

	
              Name:

            	 
	
              Title:

            	 
	 	 
	
              WARRANTHOLDER:

            
	   

	
              Susan
                A. Schreter

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      B

    ____________

    ____________

    ____________

    


    Gentlemen:
      

    


    This
      is
      to confirm that I have reviewed the attached biographical data, and that all
      information contained therein is true and accurate. 

    


    Further,
      I hereby affirm that during the past ten years, I have not been: 

    


    (1) The
      subject of a petition under the Federal bankruptcy laws or any state insolvency
      law filed by or against me, or a receiver, fiscal agent or similar officer
      appointed by a court for the business or property of myself, or any partnership
      in which I was a general partner, at or within two years before the time of
      such
      filing, or any corporation or business association of which I was an executive
      officer at or within two years before the time of such filing;

    


    (2) Convicted
      in a criminal proceeding or a subject of a pending criminal proceeding
      (excluding traffic violations and other minor offenses); 

    


    (3) The
      subject of any order, judgment, or decree, not subsequently reversed, suspended
      or vacated, of any court of competent jurisdiction, permanently or temporarily
      enjoining me from, or otherwise limiting, my involvement in any type of
      business, securities or banking activities including, but not limited to, any
      of
      the following activities: 

    


    (i) acting
      as
      a futures commission merchant, introducing broker, commodity trading advisor,
      commodity pool operator, floor broker, leverage transaction merchant, any other
      person regulated by the Commodity Futures Trading Commission, or an associated
      person of any of the foregoing, or as an investment adviser, underwriter, broker
      or dealer in securities, or as an affiliated person, director or employee of
      any
      investment company, bank, savings and loan association or insurance company,
      or
      engaging in or continuing any conduct or practice in connection with such
      activity; 

    


    (ii) engaging
      in any type of business practice; or 

    


    (iii)
      engaging in any activity in connection with the purchase or sale of any security
      or commodity or in connection with any violation of Federal or State securities
      law or Federal commodities laws; 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (4) The
      subject of any order, judgment or decree, not subsequently reversed, suspended
      or vacated of any Federal or State authority barring, suspending or otherwise
      limiting for more than 60 days my right to engage in any activity described
      in
      paragraph A(3)(i) of this letter, or be associated with persons engaged in
      any
      such activity; 

    


    (5) Found
      by
      any court of competent jurisdiction in a civil action or by the Securities
      and
      Exchange Commission ("Commission") to have violated any Federal or State
      securities law, and the judgment in such civil action or finding by the
      Commission has not been subsequently reversed, suspended or vacated;


    


    (6) Found
      by
      a court of competent jurisdiction in a civil action or by the Commodity Futures
      Trading Commission to have violated any Federal Commodities Law, and the
      judgment in such civil action or finding by the Commodity Futures Trading
      Commission has not been subsequently reversed, suspended or vacated; or


    


    (7) The
      subject of a United States Postal Service false representation order entered
      under Section 3005 of Title 39, United States Code, nor am I subject to a
      restraining order or preliminary injunction entered under Section 3007 of Title
      39, United States 

    Code,
      with respect to conduct alleged to have violated Section 3005 of Title 39,
      United States Code. 

    


    
      	
              Very
                truly yours,

            
	 
	
                
                

            
	
              Signature

            
	 
	
                
                

            
	
              Title

            
	 
	
                
                

            
	 
	
                
                

            
	
              Print
                Name and Address

            


    

    


    Dated:
      August __, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Dr.
      Chimerine has for more than the past nine years been president of Radnor
      International Consulting Inc., based in Radnor, Pennsylvania and partner and
      member of the Investment Committee of Strategic Capital Advisors, based in
      West
      Conshocken, Pennsylvania. Dr. Chimerine is also a director of Franklin Bank
      of
      Texas and TMGI, a Nordic exchange listed company. For more than the past 25
      years Dr. Chimerine has been an economic consultant advising financial
      institutions and government agencies on the state of the United States and
      world
      economics, on specific industries and business sectors, and on the impact of
      economic conditions on decision making, budgeting, and strategic planning.
      He
      has served on the House of Representatives Task Force on International
      Competitiveness, the Census Advisory Committee and the Economic Policy Board
      of
      the Department of Commerce. He is the author or editor of several books as
      well
      as articles that have appeared in the New York Times, Washington Post, and
      American Economic Review. Dr. Chimerine has been a director of House of Taylor
      Jewelry, Inc., a publicly held Los Angeles-based international jewelry company,
      since September 2005.