EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE  AGREEMENT  ("Agreement") is made as of the 7th day
of August, 2008 by and among Qlinks America,  Inc., a Colorado  corporation (the
"Company"),  James  Mulford,  an  individual  having an address at 9938 Longview
Drive, Lone Tree, CO 80124 (the  "Stockholder"),  certain  individuals listed on
Exhibit  A,  who  join on a  limited  basis  through  the  Addendum  #1,  and CS
Acquisition IV, LLC, a Colorado Limited Liability Company ("CSA") or assigns.

                                    RECITALS

         CSA wishes to  purchase  from the  Stockholder  and  others  (and those
persons  listed on  Exhibit  A who join in this  Agreement  on a  limited  basis
through the Addendum #1 hereto), and the Stockholder wishes to sell to CSA, upon
the terms and conditions  stated in this Agreement,  a total of 7,350,000 shares
of the Company's  Common Stock (the "Common Stock") owned by the Stockholder and
those other persons listed on Exhibit A (the  "Shares"),  for the  consideration
set forth in Section 2 of this Agreement.

         In  consideration of the mutual promises made herein and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

         1. DEFINITIONS.  In addition to those terms defined above and elsewhere
in this Agreement, for the purposes of this Agreement, the following terms shall
have the meanings set forth below:

         "Affiliate" shall mean (a) with respect to an individual, any member of
such  individual's  family including lineal ancestors and descendents;  (b) with
respect to an entity,  any officer,  director,  stockholder,  partner,  manager,
investor or holder of an ownership interest of or in such entity or of or in any
Affiliate  of such entity;  and (c) with  respect to a Person,  any Person which
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with such Person or entity.

         "Agreement"  shall have the meaning  set forth in the  preamble to this
Agreement.

         "CSA"  shall  have  the  meaning  set  forth  in the  preamble  to this
Agreement.

         "Benefit  Arrangement" means each (i) employee benefit plan, as defined
in Section 3(3) of ERISA,  (ii)  employment  contract and (iii) bonus,  deferred
compensation, incentive compensation,  performance compensation, stock purchase,
stock option,  stock  appreciation,  restricted stock,  phantom stock,  savings,
profit sharing,  severance,  termination pay (other than statutory or common law
requirements   for  reasonable   notice),   health  or  other  medical,   salary
continuation,  cafeteria,  dependent care,  vacation,  sick leave,  holiday pay,
fringe  benefit,  reimbursement,  life  insurance,  disability or other (whether
insured  or  self-insured)  insurance,   supplementary   unemployment,   pension
retirement,  supplementary retirement, welfare or other plan, program, policy or
arrangement, whether written or unwritten, formal or informal, which any current

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or former  employee,  consultant  or  director  of the  Company,  the  Company's
Subsidiaries or any ERISA Affiliate participated or participates in or was or is
covered  under,  or was or is  otherwise a party,  and with respect to which the
Company,  the  Company's  Subsidiaries  or any ERISA  Affiliate is or ever was a
sponsor  or  participating  employer,  or  had  or has  an  obligation  to  make
contributions, or was or is otherwise a party.

         "Capital Stock" shall have the meaning set forth in Section 4.6 of this
Agreement.

         "Capital Stock Equivalents" shall have the meaning set forth in Section
4.6 of this Agreement.

         "Closing"  shall  have  the  meaning  set  forth in  Section  3 of this
Agreement.

         "Closing  Date"  shall have the  meaning set forth in Section 3 of this
Agreement.

         "Code"  shall  have  the  meaning  set  forth in the  recitals  of this
Agreement.

         "Common Stock" shall have the meaning set forth in the recitals to this
Agreement.

         "Company"  shall have the  meaning  set forth in the  preamble  to this
Agreement.

         "Company Subsidiary" shall have the meaning set forth in Section 4.7 of
this Agreement.

         "Contingent  Obligation"  as to any Person  shall mean the undrawn face
amount of any letters of credit  issued for the account of such Person and shall
also mean any  obligation  of such Person  guaranteeing  or having the  economic
effect of guaranteeing any Indebtedness, leases, dividends, letters of credit or
other  obligations  ("Primary  Obligations")  of any other Person (the  "Primary
Obligor") in any manner,  whether  directly or  indirectly,  including,  without
limitation,  any obligation of such Person,  whether or not  contingent,  (a) to
purchase any such Primary  Obligation  or any  property  constituting  direct or
indirect security therefore, (b) to advance or supply funds (i) for the purchase
or payment of any such Primary Obligation or (ii) to maintain working capital or
equity  capital of the Primary  Obligor or otherwise  to maintain the  financial
condition  or  solvency  of  the  Primary  Obligor,  (c) to  purchase  property,
securities  or services  primarily for the purpose of assuring the obligee under
any such  Primary  Obligation  of the  ability  of the  Primary  Obligor to make
payment of such Primary Obligation,  or (d) otherwise to assure or hold harmless
the obligee  under such  Primary  Obligation  against  loss in respect  thereof;
provided,  however,  that the  term  Contingent  Obligation  shall  not  include
endorsements  of instruments for deposit or collection in the ordinary course of
business.

         "Contracts" shall mean all contracts,  leases, subleases, notes, bonds,
mortgages,  indentures, Permits and Licenses,  non-competition agreements, joint
venture or partnership agreements,  powers of attorney, purchase orders, and all
other  agreements,  arrangements  and other  instruments,  in each case  whether
written or oral,  to which such Person is a party or by which any of them or any
of its assets are bound.

         "Environmental  Claim"  shall mean any  summons,  citation,  directive,
information request, notice of potential responsibility,  notice of violation or
deficiency, order, claim, complaint, investigation, proceeding, judgment, letter
or other communication,  written or oral, actual or threatened,  from the United

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States Environmental Protection Agency or other federal, state, local or foreign
agency or  authority,  or any other  entity or  individual,  public or  private,
concerning (a) any intentional or  unintentional  act or omission which involves
Regulated  Substances  on or off the  property of a Person which might result in
such Person  incurring a liability;  (b) the imposition of any Lien on property,
including,  but not  limited to,  Liens  asserted  by any  Government  Entity in
connection  with a remedial  action to the  presence  or  release  of  Regulated
Substances;   or  (c)  any  alleged   violation  of  or   responsibility   under
Environmental Laws which could result in a Person incurring a liability.

         "Environmental  Law" shall  mean any Law  relating  to the  assessment,
investigation,  remediation,  reduction  or  control  of  exposure  to or  other
regulation of pollutants,  contaminants,  chemicals, wastes or other material in
order to (1)  protect  human  health and safety and the  environment,  including
ambient air, soil,  surface water,  ground water,  wetlands,  land or subsurface
strata and natural  resources,  (2) provide  for worker  safety and health,  (3)
regulate  the  emission,  discharge,  release or threat  thereof of  pollutants,
contaminants,   substances,   chemicals,  wastes  or  other  material  into  the
environment, or otherwise relating to the manufacture,  generation,  processing,
distribution,  use,  treatment,  storage,  disposal,  transport  or  handling of
pollutants, contaminants, substances, chemicals, wastes or other material.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "ERISA  Affiliate" shall mean any entity which has ever been considered
a single  employer  with The Company or CSA, as the case may be,  under  Section
4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code.

         "Financial Statements" shall have the meaning set forth in Section 4.10
of this Agreement.

         "Governmental  Approval"  shall mean the  consent,  approval,  order or
authorization  of,  or  registration,  declaration  or  filing  with any  court,
administrative  agency or commission or other Governmental Entity,  authority or
instrumentality, domestic or foreign.

         "Governmental  Entity"  means the  government  of the United  States of
America, any other nation or any political subdivision thereof, whether foreign,
state or local,  and any agency,  authority,  instrumentality,  regulatory body,
court, tribunal,  arbitrator, central bank or other entity exercising executive,
legislative,  judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

         "Indebtedness"  shall  mean as to any Person and  whether  recourse  is
secured by or is otherwise available against all or only a portion of the assets
of such Person and whether or not contingent, but without duplication: (a) every
obligation  of such  Person for money  borrowed;  (b) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in connection with the acquisition of property,
assets or  businesses;  (c) every  reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (d) every  obligation  of such Person issued or
assumed as the  deferred  purchase  price of  property  or  services  (including

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securities repurchase agreements but excluding trade accounts payable or accrued
liabilities  arising in the ordinary  course of business which are not more than
120 days  overdue  or which are being  contested  in good  faith by  appropriate
proceedings  and for which  adequate  reserves  have been provided in accordance
with  GAAP);  (e)  every  Capital  Lease  Obligation  of  such  Person;  (f) any
obligation  of such Person to pay any  discount,  interest,  fees,  indemnities,
penalties,  recourse,  expenses or other amounts in connection with any sales by
such Person unless such sales are on a non-recourse basis (as to collectibility)
of (i)  accounts or general  intangibles  for money due or to become  due,  (ii)
chattel  paper,  instruments  or  documents  creating or  evidencing  a right to
payment of money or (iii)  other  receivables,  whether  pursuant  to a purchase
facility or otherwise,  other than in  connection  with the  disposition  of the
business  operations  of  such  Person  relating  thereto  or a  disposition  of
defaulted  receivables  for collection and not as a financing  arrangement;  (g)
every obligation of such Person under any forward  contract,  futures  contract,
swap,  option or other financing  agreement or arrangement  (including,  without
limitation, caps, floors, collars and similar agreements), the value of which is
dependent upon interest rates,  currency  exchange  rates,  commodities or other
indices  (a  "derivative   contract");   (h)  every  obligation  in  respect  of
Indebtedness of any other entity (including any partnership in which such Person
is a general  partner) to the extent that such Person is liable  therefore  as a
result of such Person's  ownership  interest in or other  relationship with such
entity,  except to the extent that the terms of such  Indebtedness  provide that
such  Person  is not  liable  therefore  and such  terms are  enforceable  under
applicable law; and (i) every Contingent  Obligation of such Person with respect
to Indebtedness of another Person.

         "Intellectual Property" shall mean all trade names, trademarks (whether
or not  registered),  service  marks,  patents  and  copyrights  (including  any
registrations or pending applications for registration of any of the foregoing),
trade secrets,  inventions,  processes,  formulae,  technology,  technical data,
information,  know-how  and other  proprietary  intellectual  property,  and all
licenses or other rights relating to any of the foregoing that are  attributable
to the conduct of,  used in, or related to, the  operations  of a Person and its
subsidiaries.

         "Inventories"  shall  mean  shall  mean  all  inventory,   merchandise,
finished goods, raw materials, work-in-process,  packaging, supplies and similar
personal  property owned by the Company and held or stored by or for the Company
or in transit in connection therewith  (including,  without limitation,  held or
stored for the Company at  warehouses  owned by third  parties),  for use in the
operation of its business as of a  particular  date,  whether or not recorded on
its books or financial records,  and any prepaid deposits for any of the same at
such date.

         "IP Licenses"  shall have the meaning set forth in Section 4.15 of this
Agreement.

         "Latest SEC Document" shall mean the Company's Quarterly Report on Form
10-QSB for the quarter ended June 30, 2008, as amended.

         "Laws" shall mean all foreign, federal, state and local statutes, laws,
ordinances,   regulations,  rules,  resolutions,   orders,  writs,  injunctions,
judgments and decrees  applicable to the specified  Person and to the businesses
and assets thereof.

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         "License"  shall mean any franchise,  authorization,  license,  permit,
certificate of occupancy, easement, variance, exemption, certificate, consent or
approval of any Governmental Entity or other Person.

         "Lien" shall mean any mortgage, pledge, assessment,  security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of any kind.

         "Material Adverse Effect" shall mean an event or change,  individually,
or in the  aggregate  with other  events or changes,  that could  reasonably  be
expected  to have a material  adverse  effect on (a) the  business,  properties,
prospects,  condition  (financial  or otherwise) or results of operations of the
entity and its Subsidiaries  taken as a whole (other than those events,  changes
or effects  resulting from general economic  conditions or the industry in which
such entity is engaged generally) or (b) the ability of such party to consummate
the transactions contemplated hereby.

         "Material  Contracts"  shall have the meaning set forth in Section 4.19
of this Agreement.

         "Permitted  Liens" shall mean (a) easements,  restrictions,  covenants,
rights of way or minor  irregularities  of title currently of record against any
leased  real  property  or that  otherwise  do not  interfere  with  the use and
occupancy  thereof;  (b) liens for Taxes not yet due and  payable,  or for Taxes
being contested in good faith by appropriate proceedings,  provided that in each
such case,  adequate  reserves  are  maintained  in  accordance  with GAAP;  (c)
warehouse and materialmen's  liens which do not individually or in the aggregate
interfere with the use of the related assets and (d) a blanket security interest
and lien in favor of its lender.

         "Person" shall mean any individual,  sole proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  limited liability company,
association, corporation, institution, entity, party, Governmental Entity or any
other juridical entity of any kind or nature whatsoever.

         "Preferred  Stock"  shall have the  meaning set forth in Section 4.6 of
this Agreement.

         "Regulated   Substances"   shall  mean  any   pollutant,   contaminant,
substance,   chemical,  waste  or  other  material  which  is  listed,  defined,
identified or otherwise  regulated under any Environmental  Law, including those
materials  identified as "hazardous" or "toxic," including,  without limitation,
petroleum or petroleum products,  polychlorinated biphenyls ("PCBs"),  flammable
materials, explosives, radioactive materials, urea formaldehyde foam insulation,
asbestos or  asbestos-containing  materials and "source,"  "special nuclear" and
"by  product"  material as defined in the Atomic  Energy Act of 1985,  42 U.S.C.
ss.ss.3011 et seq.

         "Retiree"  shall mean (a) any retired or former  employee,  director or
officer of the Company; or (b) any former independent contractor of the Company.

         "SEC" shall mean the Securities and Exchange Commission.

         "SEC Documents" shall have the meaning set forth in Section 4.9 of this
Agreement.

         "SEC  Reports"  means each report,  schedule,  registration  statement,
definitive  proxy  statement  and  other  document  required  to be filed by the
Company and its  predecessors  and officers and directors under the Exchange Act

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or the  Securities  Act as such  documents  have been amended  since the time of
their filing.

         "Shares"  shall  have the  meaning  set forth in the  recitals  to this
Agreement.

         "Stockholder"  shall have the meaning set forth in the recitals to this
Agreement.

         "Subsidiary" shall mean any Person in which another Person, directly or
indirectly,  owns 50% of either the equity  interests  in or voting  control of,
such Person.

         "Takeover  Proposal"  shall mean any  proposal for a tender or exchange
offer, , consolidation, sale of all or substantially all of such party's assets,
including  the  Shares  with  respect to the  Stockholder,  sale of in excess of
fifteen  percent of the shares of capital  stock or other  business  combination
involving  such  party  or any  proposal  or offer to  acquire  in any  manner a
substantial equity interest (including any interest exceeding fifteen percent of
the equity  outstanding) in, or all or substantially  all of the assets of, such
party other than the transactions contemplated by this Agreement.

         "Taxes" means all federal, state, county, local, municipal, foreign and
other  taxes,  assessments,  duties or similar  charges of any kind  whatsoever,
including all corporate franchise, income, gross receipts, occupation,  windfall
profits, sales, use, ad valorem,  value-added,  profits,  license,  withholding,
payroll, employment, excise, premium, real property, personal property, customs,
net  worth,  capital  gains,  transfer,  stamp,  documentary,  social  security,
disability,  environmental,  alternative minimum, recapture and other taxes, and
including all interest,  penalties and additions  imposed with respect  thereto,
whether  disputed or not and including any obligations to indemnify or otherwise
assume or succeed to the Tax  liability  of any  Person,  and any  liability  in
respect  of any Tax as a result of being a member of any  affiliated,  combined,
consolidated, unitary or similar group.

         "Tax   Return"   means  any  report,   return,   statement,   estimate,
informational  return,  declaration or other written information  required to be
supplied to a taxing authority in connection with Taxes.

         "Taxing  Authority"  means any domestic,  foreign,  federal,  national,
state, county or municipal or other local government,  any subdivision,  agency,
commission or authority thereof, or any  quasi-governmental  body exercising tax
regulatory authority.

         "Transaction Documents" shall mean this Agreement.

         2. PURCHASE AND SALE OF THE SHARES. Subject to the terms and conditions
of this Agreement,  on the Closing Date, CSA shall purchase, and the Stockholder
(and those persons  listed on Exhibit A who join in this  Agreement on a limited
basis  through the Addendum #1 hereto)  shall sell to CSA, the Shares  listed on
Exhibit A, free and clear of any Lien,  in exchange  for the  purchase  price as
specified  below. At the Closing,  the Stockholder  shall deliver or cause to be
delivered  to CSA the  certificate(s)  representing  the Shares,  each  properly
endorsed  for  transfer  to CSA and  CSA  shall  deliver  to the  Stockholder  a
Promissory  Note to each  Seller in the  amount  shown in Exhibit A which is the
aggregate sum of $106,000 in U.S. funds (the  "Purchase  Price") to be allocated

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among  Stockholder  and  those  persons  listed on  Exhibit  A upon the  payment
schedule set forth on Exhibit A.

         3.  CLOSING.  On August 7,  2008 and upon  confirmation  that the other
conditions  to closing  specified  herein have been  satisfied or duly waived by
CSA, the Stockholder  shall deliver to Michael Littman,  in trust, a certificate
or  certificates,   registered  in  the  name  of  "CS  Acquisition  IV,  LLC.,"
representing the Shares, with instructions that such certificates are to be held
for  release  to CSA only  upon  payment  in full of the  Purchase  Price to the
Stockholder and those individuals  listed on Exhibit A by CSA. Upon such receipt
by Michael  Littman of the  certificates,  CSA shall  deliver a Promissory  Note
payable  to the  individuals  listed on  Exhibit A as  instructed  therein.  The
Closing of the  purchase  and sale of the Shares shall take place at the offices
of Michael A. Littman,  Esq.,  7609 Ralston Road,  Arvada,  CO 80002, or at such
other location and on such other date as the  Stockholder and CSA shall mutually
agree.  The shares  purchased  shall be Pledged as collateral  for the Note, and
held in escrow in the names of Sellers, pending payment.

         4.  REPRESENTATIONS  AND WARRANTIES OF THE STOCKHOLDER AND THE COMPANY.
The  Stockholder and the Company  hereby,  jointly and severally,  represent and
warrant to CSA that,  except as set forth in the  schedules  delivered  herewith
(collectively, the "Disclosure Schedules"):

                  4.1.  AUTHORITY;  BINDING  AGREEMENTS OF THE STOCKHOLDER.  The
Stockholder  has the legal capacity to own the Shares owned by the  Stockholder.
The  execution  and  delivery  by the  Stockholder  of  this  Agreement  and the
consummation by the Stockholder of the transactions contemplated hereby has been
duly and validly  authorized by all  necessary  action of the  Stockholder.  The
Stockholder  has  the  legal  capacity  to  enter  into  this  Agreement  and to
consummate the  transactions  contemplated  hereby and the  Stockholder has duly
executed and delivered  this  Agreement.  This  Agreement is a legal,  valid and
binding  obligation of the  Stockholder  enforceable  against the Stockholder in
accordance  with its terms,  except to the  extent  that  enforceability  may be
limited by bankruptcy,  insolvency,  moratorium,  reorganization  and other laws
affecting  the  enforcement  of  creditors'  rights  generally  and  by  general
principles of equity.

                  4.2. OWNERSHIP OF CAPITAL STOCK. The Stockholder is the record
and beneficial  owner of the Shares.  The  Stockholder  has valid and marketable
title to the  Shares,  free and  clear of any  Liens  and has the  absolute  and
unrestricted  right,  power and capacity to sell, assign and transfer the Shares
to CSA. The delivery to CSA of the certificates  representing the Shares and the
payment to the  Stockholder  in  accordance  with Section 2 will transfer to CSA
record and beneficial  ownership of the Shares free and clear of all Liens.  The
Shares  are not  subject  to any  voting  trust  agreement  or  other  contract,
agreement,  arrangement,   commitment  or  understanding,   including  any  such
agreement,  arrangement,  commitment or  understanding  restricting or otherwise
relating to the voting,  dividend  rights or  disposition  of such  Shares.  The
Stockholder  does  not  own  any  rights,   subscriptions,   warrants,  options,
conversion rights or agreements of any kind outstanding to purchase or otherwise
acquire any shares of capital stock or other equity securities of CSA.

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                  4.3. NO BREACH BY  STOCKHOLDER.  The execution and delivery of
this  Agreement  by the  Stockholder  does  not,  and  the  consummation  of the
transactions  contemplated hereby and compliance with the terms hereof will not,
conflict  with, or result in any violation of or default (with or without notice
or lapse  of  time,  or both)  under,  or give  rise to a right of  termination,
cancellation or acceleration of any obligation  under, or result in the creation
of any Lien on any of the  properties or assets of the  Stockholder  under,  any
provision of (i) any contract or agreement to which the  Stockholder  is a party
or by  which  any of his  property  or  assets  are  bound,  (ii)  any  license,
franchise,  permit or other similar  authorization  held by the Stockholder,  or
(iii)  any  judgment,  order or  decree  or  statute,  law,  ordinance,  rule or
regulation applicable to the Stockholder or his property or assets.

                  4.4.  GOVERNMENTAL  CONSENTS.  No permit,  consent,  approval,
license, order or authorization of, or registration, declaration or filing with,
any court or other  Governmental  Entity is  required  to be obtained or made in
connection with the execution,  delivery or performance of this Agreement by the
Stockholder or the  consummation by the  Stockholder of any of the  transactions
contemplated hereby.

                  4.5 ORGANIZATION OF THE COMPANY.  The Company is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Colorado, and has all requisite corporate power and corporate authority
to enter into the  Transaction  Documents to which it is a party,  to consummate
the transactions  contemplated hereby and thereby, to own, lease and operate its
properties  and to  conduct  its  business.  The  Company is duly  qualified  or
licensed to do business as a foreign corporation and is in good standing in each
jurisdiction in which the property owned, leased or operated by it or the nature
of the business conducted by it makes such qualification necessary, except where
the failure to obtain such  qualification or license would not,  individually or
in the aggregate, have a Material Adverse Effect. The Stockholder has heretofore
delivered  or  made  available  to  CSA  complete  and  correct  copies  of  the
certificate of incorporation  and by-laws of the Company.  The Company is not in
violation of its organizational documents.

                  4.6  CAPITALIZATION.  The  authorized  capital  stock  of  the
Company  consists  of  100,000,000  shares  of no par  value  Common  Stock  and
10,000,000  shares of preferred stock (the "Preferred  Stock," and together with
the Common Stock, the "Capital  Stock"),  of which  18,781,680  shares of Common
Stock are issued and  outstanding  on the date  hereof.  No other  shares of any
other class or series of Capital Stock or securities  exercisable or convertible
into or  exchangeable  for  Capital  Stock  ("Capital  Stock  Equivalents")  are
authorized,  issued or outstanding. The outstanding shares of Capital Stock have
been duly authorized and validly issued and are fully paid and nonassessable and
were not  issued in  violation  of,  and are not  subject  to,  any  preemptive,
subscription  or  similar  rights.   To  the  Stockholder's  and  the  Company's
knowledge,  none of the outstanding Capital Stock was issued in violation of any
Law, including without limitation, federal and state securities laws. There are,
or will be at closing, no outstanding warrants, options,  subscriptions,  calls,
rights, agreements,  convertible or exchangeable securities or other commitments
or arrangements relating to the issuance, sale, purchase,  return or redemption,
and, to the Stockholder's and the Company's knowledge, voting or transfer of any
shares,  whether issued or unissued, of Capital Stock, Capital Stock Equivalents
or other  securities  of the  Company.  The  Company  does not have  outstanding

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stockholder  purchase  rights or "poison  pill" or any  similar  arrangement  in
effect  giving any  Person the right to  purchase  any  equity  interest  in the
Company upon the occurrence of certain events.

                  4.7  SUBSIDIARIES.  Section  4.7  of the  Disclosure  Schedule
contains  a list of the  name of  each  Subsidiary  of the  Company  (each  such
corporation,  partnership or other entity being referred to herein as a "Company
Subsidiary"). Section 4.7 of the Disclosure Schedule sets forth, with respect to
each  Company   Subsidiary,   its  type  of  entity,  the  jurisdiction  of  its
organization,   its  authorized  and  outstanding  capital  stock,   partnership
interests or equivalent  ownership interests and the Company's current ownership
of such shares or interests.  Each of the outstanding shares of capital stock of
each of the Company Subsidiaries is duly authorized,  validly issued, fully paid
and  nonassessable  and owned by the Company or another Company  Subsidiary free
and clear of any Liens and were not issued in violation  of, nor subject to, any
preemptive,  subscription or similar rights. There are no outstanding  warrants,
options, subscriptions,  calls, rights, agreements,  convertible or exchangeable
securities or other commitments or arrangements relating to the issuance,  sale,
purchase,  return  or  redemption,  or to the  Stockholder's  and the  Company's
knowledge,  voting or transfer of any shares, whether issued or unissued, of any
Company  Subsidiary.  The Company and the  Company  Subsidiaries  do not own any
equity interests in any other Person. Each Company Subsidiary is duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization and has all requisite power and authority to own, lease and operate
its  properties  and to conduct its  business.  Each Company  Subsidiary is duly
qualified  or licensed to do  business as a foreign  corporation  and is in good
standing in each jurisdiction in which the property owned, leased or operated by
it or the  nature  of the  business  conducted  by it makes  such  qualification
necessary,  except  where the  failure to obtain such  qualification  or license
would not, individually or in the aggregate, have Material Adverse Effect.

                  4.8 NO VIOLATION;  CONSENTS AND  APPROVALS.  The execution and
delivery by the Stockholder  and the Company of the  Transaction  Documents does
not, and the  consummation of the transactions  contemplated  hereby and thereby
and  compliance  with the terms  hereof and thereof will not,  conflict  with or
result in any  violation of or default (or an event which,  with notice or lapse
of time or both, would constitute a default) under, (a) the terms and conditions
or provisions of the certificate of  incorporation  or by-laws of the Company or
any Company  Subsidiary,  (b) any Law  applicable  to the Company or any Company
Subsidiary  or the property or assets of the Company or any Company  Subsidiary,
or (c) give  rise to any  right of  termination,  cancellation  or  acceleration
under,  or result in the creation of any Lien upon any of the  properties of the
Company or any Company Subsidiary under any Contract to which the Company or any
Company  Subsidiary is a party or by which the Company or any Company Subsidiary
or any assets of the Company or any Company Subsidiary may be bound,  except, in
the case of clauses  (b) and (c),  for such  conflicts,  violations  or defaults
which are set forth in Section 4.8 of the  Disclosure  Schedule  and as to which
requisite  waivers or consents will have been  obtained  prior to the Closing or
which,  individually  or in the  aggregate,  would not have a  Material  Adverse
Effect.  No Governmental  Approval is required to be obtained or made by or with
respect  to the  Company  or any  Company  Subsidiary  in  connection  with  the
execution and delivery of this Agreement or the  consummation  by the Company or
the Stockholder of the transactions  contemplated  hereby. The Company has taken
all  action  necessary  to  exempt  the sale of the  Shares to CSA and the other
transactions   contemplated  by  this  Agreement  from  the  provisions  of  any

                                      -9-
<PAGE>

stockholder rights plan or other "poison pill"  arrangement,  any anti-takeover,
business  combination or control share law or statute  binding on the Company or
to which the Company or any of its assets and  properties may be subject and any
provision of the Company's  certificate  of  incorporation  or bylaws that is or
could  reasonably  be  expected to become  applicable  to CSA as a result of the
transactions contemplated hereby, including without limitation,  the sale of the
Shares to CSA and the  ownership,  disposition or voting of the Shares by CSA or
the exercise of any right granted to CSA pursuant to this Agreement.

                  4.9. SEC DOCUMENTS. The Company has timely filed with the SEC,
and has heretofore  made available to CSA (through  reference to documents filed
by EDGAR or  otherwise),  true and complete  copies of, each  report,  schedule,
registration  statement,  definitive proxy statement and other document required
to be filed by it and its predecessors  since June 16, 2006 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or the Securities Act (as
such documents  have been amended since the time of their filing,  collectively,
the "SEC  Documents").  As of their  respective  dates,  the SEC Documents,  (a)
complied  in all  material  respects  with the  applicable  requirements  of the
Securities  Act, the Exchange Act and the rules and  regulations  thereunder and
(b) did not contain any untrue  statement of a material  fact or omit to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in the light of the  circumstances  under  which they were
made, not misleading.

                  4.10.    FINANCIAL STATEMENTS.

                           (a)  The audited  consolidated  financial  statements
and the  unaudited  consolidated  interim  financial  statements  of the Company
included or  incorporated by reference in the SEC Documents  (collectively,  the
"Financial  Statements"),  (a) at the  time  filed,  complied  as to form in all
material  respects with applicable  accounting  requirements and published rules
and  regulations  with  respect  thereto,  (b) fairly  present  in all  material
respects the consolidated  financial condition and the results of operations and
cash flows of the Company and the Company  Subsidiaries  as of the dates and for
the periods indicated  (subject,  in the case of any unaudited interim financial
statements,  to normal  year-end  adjustments  and other  adjustments  described
therein) and (c) were prepared in accordance  with the rules and  regulations of
the SEC  and  generally  accepted  accounting  principles  ("GAAP"),  except  as
disclosed  therein  and in the  notes  thereto,  and,  in the case of  unaudited
statements,  as  permitted  by  Form  10-QSB  of the  SEC.  All  of the  Company
Subsidiaries have been consolidated in the Financial Statements.

                           (b)  The Company has devised and  maintains  a system
of internal accounting controls sufficient to provide reasonable assurances that
(i)  transactions  are  executed  in  accordance  with  management's  general or
specific  authorization;  (ii)  transactions  are recorded as necessary,  (1) to
permit preparation of financial  statements in conformity with GAAP or any other
criteria  applicable to such statements and (2) to maintain  accountability  for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific  authorization;  and (iv) the  recorded  accountability  for
assets compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any difference.

                                      -10-
<PAGE>

                  4.11 ABSENCE OF CERTAIN CHANGES OR EVENTS.  Since December 31,
2007, each of the Company and the Company  Subsidiaries  has conducted  business
only in the ordinary  course of business  consistent  with past  practice,  and,
other than as expressly  contemplated by this Agreement,  since such date, there
has not been with respect to the Company or the Company Subsidiaries any:

                           (a) change or, to the  knowledge  of the  Stockholder
and  the  Company,  threatened  change  in  the  business,  assets,  operations,
condition  (financial or  otherwise),  results of operations or prospects of the
business of the Company or the Company Subsidiaries, which has had or could have
a Material Adverse Effect;

                           (b)  transactions  not  in  the  ordinary  course  of
business consistent with past practice;

                           (c)  damage,  destruction  or  loss,  whether  or not
insured, materially affecting the Company' business or assets;

                           (d)  change  in  accounting  principles,  methods  or
practices,  investment  practices,  claims,  payment and processing practices or
policies regarding intercompany transactions;

                           (e) revaluation of any assets;

                           (f)  declaration,  setting  aside,  or  payment  of a
dividend or other distribution in respect of the capital stock of the Company or
the  Company  Subsidiaries,  or any direct or indirect  redemption,  purchase or
other acquisition of any shares of such capital stock;

                           (g)  issuance  or sale of any  shares  of any  equity
security or of any security  exercisable or convertible into or exchangeable for
equity securities;

                           (h) amendment to the  certificate  of  incorporation,
by-laws or  similar  organizational  documents  of the  Company  or the  Company
Subsidiaries;

                           (i) sale,  assignment  or transfer of or lapse of any
rights with respect to Intellectual Property,  other than in the ordinary course
of business consistent with past practice;

                           (j)  indebtedness  incurred for borrowed money or any
commitment to borrow  money,  any  incurrence  of a contingent  liability or any
guaranty or commitment to guaranty the  indebtedness  of others entered into, by
the Company or the Company Subsidiaries;

                           (k)  capital   expenditure   or  capital   commitment
requiring an  expenditure  of monies in the future by the Company or the Company
Subsidiaries,  other  than  transactions  in the  ordinary  course  of  business
consistent  with past  practice not in excess of $1,000 in the aggregate for the
Company and the Company Subsidiaries;

                                      -11-
<PAGE>

                           (l)  cancellation of any debt or waiver or release of
any contract,  right or claim,  except for  negotiations of debt settlements and
releases;

                           (m)  amendment,  termination  or revocation  of, or a
failure in any material respect to perform  obligations or the occurrence of any
default under (i) any Contract to which the Company or the Company  Subsidiaries
is or, as of December 31, 2007, was a party,  other than in the ordinary  course
of business consistent with past practice, or (ii) any License;

                           (n) increase or  commitment to increase the salary or
other  compensation  payable or to become payable to the Company' or the Company
Subsidiaries' officers, directors, employees, agents or independent contractors,
or the  payment of any bonus to the  foregoing  persons  except in the  ordinary
course of business consistent with past practice;

                           (o)  execution of  termination,  severance or similar
agreements with any officer, director, employee, agent or independent contractor
of the Company or the Company Subsidiaries;

                           (p)  entering  into any  leases of real  property  or
agreement to acquire real property;

                           (q) new or change of any Tax election;

                           (r) steps taken to incorporate any Subsidiary,  other
than Sub;

                           (s) acquisition or disposition of, or incurrence of a
Lien (other than a Permitted  Lien) on, any assets and properties of the Company
or any Company Subsidiary;

                           (t)   transaction  by  the  Company  or  any  Company
Subsidiary with any officer,  director or Affiliate  thereof or any Affiliate of
any such officer, director or Affiliate; or

                           (u) any agreement,  or other  commitment,  whether in
writing or otherwise, to take any of the actions specified in this Section 4.11,
except as expressly contemplated by this Agreement.

                  4.12 ABSENCE OF UNDISCLOSED  LIABILITIES.  Neither the Company
nor  any  of  the  Company  Subsidiaries  has  any  indebtedness,  liability  or
obligation,  whether or not accrued, absolute, contingent or otherwise, known or
unknown,  and whether due or to become due,  which was not reflected or reserved
against in the balance sheets and the notes thereto which are part of the Latest
SEC Document, except for those (i) incurred in connection with this Agreement or
(ii) incurred in the ordinary  course of business and in each such case is fully
reflected  on  the  Company'  books  of  account  and,  individually  or in  the
aggregate, could not reasonably be expected to have a Material Adverse Effect.


                                      -12-

<PAGE>

                  4.13     PERSONAL PROPERTY.

                  (a) Each of the Company and the Company Subsidiaries has good,
valid and  marketable  title to, or a valid  leasehold  interest  in, all assets
respectively owned or leased by each of them, including, without limitation, all
assets reflected in Financial  Statements and all assets acquired by the Company
or the Company  Subsidiaries  since  December  31, 2007 (except for assets which
have been sold or  otherwise  disposed  of in the  ordinary  course of  business
consistent  with  past  practice),  free and  clear  of all  Liens,  other  than
Permitted  Liens.  All  personal  property of each of the Company or the Company
Subsidiaries is in good operating  condition and repair,  ordinary wear and tear
excepted,  and is suitable and adequate for the uses for which it is intended or
is being used and its use  complies in all  material  respects  with  applicable
Laws. To the  Stockholder's and the Company's  knowledge,  there are no facts or
conditions  affecting the Company,  the Company  Subsidiaries or their assets or
business  which  could,  individually  or in  the  aggregate,  interfere  in any
material respect with the use,  occupancy or operation  thereof as currently (or
proposed to be) used,  occupied or  operated,  or their  adequacy  for such use,
except for facts or conditions relating solely to general economic,  business or
political developments affecting the economy generally.

                  (b)   Following   the   consummation   of   the   transactions
contemplated by this Agreement, each of the Company and the Company Subsidiaries
will have no assets or personal property.

                  4.14.  REAL  PROPERTY.  The Company  does not own or lease any
real property.

                  4.15     INTELLECTUAL PROPERTY.

                           (a)   Section 4.15(a) of the Disclosure Schedule sets
forth (i) all trade name registrations,  trademark  registrations,  service mark
registrations, patents and copyright registrations (and any pending applications
for any of the  foregoing)  that are owned by the  Company or any of the Company
Subsidiaries, and (ii) all Intellectual Property that is licensed to the Company
or any of the  Company  Subsidiaries  by third  parties  and  material  to their
business.  None of the  Company or the Company  Subsidiaries  has  received  any
written  notice that the rights of the Company or the  Company  Subsidiaries  in
their  Intellectual  Property  have been  declared  unenforceable  or  otherwise
invalid  by any  court or  Governmental  Entity.  The  Company  and the  Company
Subsidiaries  have taken  commercially  reasonable steps to maintain and protect
the rights of the Company and the  Company  Subsidiaries  in and to each item of
their  Intellectual  Property,  it being  understood  that the  Company  has not
registered Intellectual Property which it may have a legal right to register. To
the  knowledge of the  Stockholder  and the Company,  there are no rights of any
Person that would interfere with or prevent the use by the Company of any of the
rights of the Company and the Company  Subsidiaries  in and to any  Intellectual
Property  that is  material  to their  business.  To the  Stockholder's  and the
Company's knowledge,  there is no existing third party infringement,  misuse, or
misappropriation  of the  Intellectual  Property  of the  Company  or any of the
Company Subsidiaries. With respect to any agreements by which the Company or the
Company  Subsidiaries are licensed or otherwise are granted the right to use any
item of third party  Intellectual  Property  that is material to the  respective
businesses of the Company and the Company Subsidiaries (the "IP Licenses"),  the

                                      -13-
<PAGE>

consummation of the transactions  contemplated by this Agreement shall not cause
a breach of such  agreements or cause the licensor  under such  agreements to be
able to terminate such agreements.

                           (b)      Except as would not have a Material  Adverse
Effect,  neither the Company nor any of the Company  Subsidiaries has interfered
with,  infringed upon,  misappropriated  or otherwise  violated any Intellectual
Property right of any Person.

                           (c)      No item of  Intellectual  Property  owned by
the Company or any of the  Company  Subsidiaries  is subject to any  outstanding
injunction,  judgment,  order, decree,  ruling or charge to which the Company or
any of the Company  Subsidiaries is a party or to which its assets are bound. No
action, suit, proceeding,  hearing,  investigation,  charge, complaint, claim or
demand to which the Company or any of the Company  Subsidiaries is a party or to
which any of their assets are bound is pending or, to the  Stockholder's and the
Company's  knowledge,   threatened  which  challenges  the  legality,  validity,
enforceability  or ownership  of, or the  Company' or the Company  Subsidiaries'
right to use, any items of Intellectual Property.

                           (d)      Neither the Company nor any of the Company
Subsidiaries has agreed to indemnify any Person for or against any interference,
infringement,  misappropriation,  or other  conflict  of or with any third party
Intellectual   Property  (other  than  pursuant  to  shrink  wrap  licenses  for
commercially  available  "off the shelf"  software).  Except as would not have a
Material Adverse Effect,  (i) the Company and the Company  Subsidiaries  possess
the sole and exclusive good, valid and transferable title in and to all items of
Intellectual  Property that the Company and the Company  Subsidiaries purport to
own,  free and clear of all Liens,  and (ii) no royalties or other  payments are
required in connection  with the use and enjoyment by the Company or the Company
Subsidiaries of any of their  respective  items of Intellectual  Property (other
than royalties or other payments, in each case not exceeding $5,000 with respect
to licenses of commercially available software).

                  4.16     LITIGATION; COMPLIANCE WITH LAWS.

                           (a)     There are:  (i) no  claims,  actions,  suits,
investigations or proceedings pending or, to the Stockholder's and the Company's
knowledge,  threatened  against,  relating  to or  affecting  the Company or the
Company  Subsidiaries,  the  business,  the assets,  or any  employee,  officer,
director,  stockholder,  or independent contractor of the Company or the Company
Subsidiaries in their capacities as such, and (ii) no orders of any Governmental
Entity  or   arbitrator   outstanding   against   the  Company  or  the  Company
Subsidiaries,  the business,  the assets,  or any employee,  officer,  director,
stockholder,   or   independent   contractor  of  the  Company  or  the  Company
Subsidiaries  in their  capacities as such, or that could prevent or enjoin,  or
delay in any respect,  consummation  of the  transactions  contemplated  hereby.
Section 4.16 of the Disclosure Schedule includes a description of all pending or
threatened claims, actions,  suits,  investigations or proceedings involving the
Company or the Company Subsidiaries,  the business, the assets, or any employee,
officer,  director,  stockholder or independent contractor of the Company or the
Company Subsidiaries in their capacities as such.

                                      -14-
<PAGE>

                           (b)   The Company and the Company  Subsidiaries  have
complied and are in compliance in all material respects with all Laws applicable
to the  Company,  any  Subsidiary  of the  Company,  its business or its assets,
including  the Sarbanes  Oxley Act of 2002.  Neither the Company nor the Company
Subsidiaries has received notice from any Governmental Entity or other Person of
any material  violation  of Law  applicable  to the Company,  any of the Company
Subsidiaries,  their  business  or their  assets.  The  Company  and the Company
Subsidiaries  have obtained and hold all required  Licenses (all of which are in
full force and effect) from all Government  Entities  applicable to the Company,
the Company  Subsidiaries,  their business or their assets. No violations are or
have been  recorded in respect of any such License and no proceeding is pending,
or, to the  Stockholder's and the Company's  knowledge,  threatened to revoke or
limit any such License.

                  4.17     EMPLOYEE BENEFIT PLANS.

                           (a)      (i)  Neither  the  Company  nor any of its
ERISA  Affiliates  maintains or sponsors,  or has any  liability,  contingent or
otherwise, with respect to, any Benefit Arrangement, (ii) no Benefit Arrangement
provides  or has ever  provided  post-retirement  medical or health  benefits or
severance benefits,  except to the extent required by Part 6 of Title I of ERISA
or similar state laws,  and (iii) no Benefit  Arrangement  is or has ever been a
"welfare  benefit  fund," as  defined  in  Section  419(e)  of the  Code,  or an
organization  described in Sections  501(c)(9) or  501(c)(20)  of the Code.  The
Company has made available to CSA true and complete  copies of: (i) each written
Benefit  Arrangement  document  and a  description  of  each  unwritten  Benefit
Arrangement,  (ii)  each  summary  plan  description  relating  to  any  Benefit
Arrangement,  (iii) each trust, insurance or other funding contract or agreement
relating to any Benefit Arrangement,  (iv) each administrative services contract
or  agreement  relating  to any Benefit  Arrangement,  (v) the three most recent
annual reports (Forms 5500) for each Benefit Arrangement  (including all related
schedules),  if applicable,  and (vi) the most recent  Internal  Revenue Service
determination letter, opinion,  notification or advisory letter (as the case may
be) for each  Benefit  Arrangement  which is intended to  constitute a qualified
plan under Section 401 of the Code.  Neither the Company nor any ERISA Affiliate
has any obligation or commitment to establish,  maintain,  operate or administer
any new  Benefit  Arrangement  or to  amend  any  Benefit  Arrangement  so as to
increase benefits thereunder or otherwise.

                           (b)      Neither the Company nor any ERISA  Affiliate
has or has ever had any liability with respect to any Benefit  Arrangement  that
is subject to Title IV of ERISA, including a "multiemployer plan," as defined in
Section 3(37) of ERISA or a "single employer plan" within the meaning of Section
4001(a)(15) of ERISA. Neither the Company nor any ERISA Affiliate has terminated
a Benefit Arrangement with respect to which any liability remains outstanding.

                           (c)      Each  Benefit  Arrangement  conforms  in all
material  respects  to,  and has been  operated  and  administered  in  material
compliance  with, its terms and all  applicable  laws,  including  ERISA and the
Code, and including,  but not limited to the  requirements of ERISA Sections 601
et seq.  and 701 et seq.  and Sections  4980B,  9801 and 9802 of the Code.  Each
Benefit Arrangement intended to be qualified under Section 401(a) of the Code is
so  qualified  and  is  the  subject  of a  currently  effective  favorable  IRS

                                      -15-
<PAGE>

determination,  opinion,  notification  or  advisory  letter  issued by the IRS.
Neither the Company nor any ERISA  Affiliate has incurred or is subject to a tax
under Section 4979 of the Code. No Benefit  Arrangement  has assets that include
securities issued by the Company or any ERISA Affiliate.

                           (d)    There are no pending or, to the  Stockholder's
and  the  Company's  knowledge,   threatened  actions,  suits,  claims,  trials,
arbitrations,  investigations or other proceedings by any Person or Governmental
Authority,  including any present or former participant or beneficiary under any
Benefit  Arrangement (or any beneficiary of any such participant or beneficiary)
involving any Benefit  Arrangement  or any rights or benefits  under any Benefit
Arrangement other than ordinary and usual claims for benefits by participants or
beneficiaries  thereunder.  To the Stockholder's and the Company's knowledge, no
event has occurred and no condition exists that could subject the Company or the
fund of any Benefit  Arrangement  to the  imposition  of any tax or penalty with
respect to any Benefit  Arrangement,  whether by way of indemnity or  otherwise.
All  contributions  required  to have been  made or  remitted  and all  expenses
required to have been paid by the  Company to or under any  Benefit  Arrangement
under the terms of any such plan,  any agreement or any applicable law have been
paid  within  the  time  prescribed  by any such  plan,  agreement  or law.  All
contributions to or under any Benefit Arrangement have been currently deductible
under the Code when  made.  No  "prohibited  transaction"  (as  defined in ERISA
Section 406) or breach of fiduciary  responsibility has occurred with respect to
any Benefit  Arrangement for which a tax, penalty or other liability of whatever
nature  could  be  incurred  by the  Company,  whether  by way of  indemnity  or
otherwise.

                           (e)      There is no contract,  agreement or benefit
arrangement  covering any current or former  employee or director of the Company
or any  ERISA  Affiliate  which,  individually  or in the  aggregate,  could  be
expected to give rise to the payment of any amount  which  would  constitute  an
"excess  parachute  payment"  (as  defined  in  Section  280G of the Code) or be
nondeductible  under Section  162(m) of the Code.  Neither the execution of this
Agreement nor the  consummation of any of the transactions  contemplated  hereby
will,  either  alone or in  conjunction  with any  other  event  (including  the
termination  of an  employee's  employment)  (i)  result  in any  obligation  or
liability  (with  respect to accrued  benefits or  otherwise) on the part of the
Company or any ERISA Affiliate under any Benefit Arrangement,  or to any present
or former employee, director, officer, stockholder,  contractor or consultant of
the Company or any ERISA  Affiliate,  (ii) be a trigger  event under any Benefit
Arrangement  that will  result  in any  payment  (whether  of  severance  pay or
otherwise)  becoming  due to any  such  present  or  former  employee,  officer,
director,  stockholder,  contractor, or consultant, or (iii) accelerate the time
of payment or vesting,  or increase the amount, of any compensation  theretofore
or thereafter due or granted to any employee,  officer,  director,  stockholder,
contractor, or consultant of the Company or any ERISA Affiliate.

                           (f)      No Benefit Arrangement is required to comply
with the provisions of any foreign law.

                           (g)      Other than routine claims for benefits under
any Benefit Arrangement,  there are no pending, or, to the Stockholder's and the
Company's knowledge,  threatened,  actions or proceedings  involving any Benefit
Arrangement,  or the  fiduciaries,  administrators,  or  trustees of any Benefit

                                      -16-
<PAGE>

Arrangement  or the Company or any of its ERISA  Affiliates  as the  employer or
sponsor under any Benefit  Arrangement,  with any of the IRS, the  Department of
Labor,  the  Pension  Benefit  Guaranty  Corporation,   any  participant  in  or
beneficiary  of any Benefit  Arrangement  or any other  person  whomsoever.  The
Stockholder knows of no reasonable basis for any such claim,  lawsuit,  dispute,
action or controversy.

                  4.18     TAXES.

                           (a)      The  Company has not timely  filed but has
caused to be filed all Tax Returns  required to be filed  under  applicable  Tax
Laws. All such Tax Returns were, when filed,  and continue to be, true,  correct
and  complete  in all  material  respects.  The  Company  is not  currently  the
beneficiary of any extension of time within which to file any Tax Return, except
for the 2007 tax returns which will be filed timely per the filed extension.  No
claim has ever been made by the Taxing  Authority of any  jurisdiction  in which
the  Company  does not file Tax  Returns  or pay Taxes that it may be subject to
taxation by that  jurisdiction,  nor is there any  meritorious  basis for such a
claim.

                           (b)      All Taxes due and owing by the Company
(whether or not shown on any Tax Return) have been timely paid. Any liability of
the Company for Taxes not yet due and  payable,  or that are being  contested in
good faith by appropriate  proceedings,  have been provided for on the Financial
Statements  in  accordance  with GAAP.  There are no Liens for Taxes (other than
Taxes not yet due and payable) upon any of the assets of the Company.

                           (c)      The Company has timely  withheld  and paid
all Taxes required to have been withheld and paid in connection with any amounts
paid or owing to any employee, independent contractor, creditor, stockholder, or
other third party  (including  withholding  of Taxes  pursuant to Sections 1441,
1442, 3121 and 3402 of the Code or any comparable  provision of any state, local
or foreign Laws, any applicable Tax convention, or otherwise).

                           (d)      No foreign,  federal,  state or local Tax
audits or administrative or judicial Tax proceedings are pending with respect to
the Company.  The Company has not  received  from any Taxing  Authority  (i) any
notice  indicating  an intent to commence  any audit or other  review,  (ii) any
request  for  information  related  to Tax  matters,  or  (iii)  any  notice  of
deficiency or proposed  adjustment  for any amount of Tax proposed,  asserted or
assessed by any authority  against the Company.  Each deficiency  resulting from
any audit or examination  relating to Taxes of the Company has been timely paid.
The  Company has not waived any  statute of  limitations  in respect of Taxes or
agreed to any extension of time with respect to a Tax assessment or deficiency.

                           (e)      The  Company  is not a party  to and is not
bound  by any  Tax  sharing  agreement,  Tax  indemnity  obligation  or  similar
agreement,  arrangement  or practice  with  respect to Taxes,  whether or not in
writing  (including any advance pricing  agreement,  closing  agreement or other
agreement relating to Taxes with any Taxing Authority).

                                      -17-
<PAGE>

                           (f)     The Company has delivered to CSA (i) complete
and  correct  copies of all its Tax  Returns  for all  taxable  periods and (ii)
complete  and  correct  copies of all  private  letter  rulings,  revenue  agent
reports,  information  document  requests,  notices  of  proposed  deficiencies,
deficiency  notices,  protests,   petitions,   closing  agreements,   settlement
agreements,  pending  ruling  requests  and any  similar  documents,  submitted,
received or agreed to by or on behalf of the  Company and  relating to Taxes for
all taxable periods for which the statute of limitations has not yet expired.

                           (g)      The Company has no liability for the Taxes
of any other  Person  under  Treasury  Regulation  Section  1.1502-6 (or similar
provision  of state,  local or foreign  Law),  as a  transferee,  successor,  by
contract or otherwise.

                           (h)      The unpaid Taxes of the Company (i) did not,
as of the most recent  fiscal  month end,  exceed the reserve for Tax  liability
(rather  than any reserve  for  deferred  Taxes  established  to reflect  timing
differences  between  book and Tax income) set forth on the  Company'  books and
records  provided  to the  Company,  and (ii) shall not exceed  that  reserve as
adjusted for the passage of time through the Closing Date in accordance with the
past custom and practice of the Company.  Since its  inception,  the Company has
not incurred any liability for Taxes arising from extraordinary gains or losses,
as that term is used in GAAP,  other  than in the  ordinary  course of  business
consistent with past practice.

                           (i)      The  Company has  not been  a "United States
real property holding  corporation"  within the meaning of Section  897(c)(2) of
the Code during the applicable period specified in Section  897(c)(1)(A)(ii)  of
the Code.

                  4.19 CONTRACTS AND COMMITMENTS. Section 4.19 of the Disclosure
Schedule sets forth a list of all material agreements, Contracts and commitments
to which  the  Company  or any  Company  Subsidiary  is a party or by which  the
Company,  any Company  Subsidiary or their respective  assets are bound (each, a
"Material Contract"), including, without limitation:

                           (a)    agreements,    contracts,    commitments    or
arrangements involving Intellectual Property;

                           (b) employment  agreements or severance agreements or
employee termination arrangements that are not terminable at will by the Company
or a Company Subsidiary without penalty;

                           (c) any change of control  agreements  with employees
of the Company or any Company Subsidiary;

                           (d)    agreements,    contracts,    commitments    or
arrangements  containing any covenant limiting the ability of the Company or any
Company  Subsidiary  to engage in any line of  business  or to compete  with any
business or person;

                                      -18-
<PAGE>

                           (e)   agreements  or  contracts   with  any  officer,
director or employee  of (i) the Company or (ii) any Company  Subsidiary  (other
than employment,  severance and change of control  agreements  covered by clause
(b) or (c) above);

                           (f)  agreements or contracts  under which the Company
or any Company  Subsidiary  has  borrowed or loaned  money,  or any note,  bond,
indenture,  mortgage,  installment  obligation or other evidence of indebtedness
for borrowed or loaned  money or any  guarantee  of such  indebtedness,  in each
case, relating to amounts in excess of $5,000;

                           (g)  joint  venture  agreements  or other  agreements
involving the sharing of profits;

                           (h)  leases   pursuant  to  which  personal  or  real
property is leased to or from the Company or any Company Subsidiary;

                           (i)  powers  of  attorney  from  the  Company  or any
Company Subsidiary;

                           (j)  guaranties,   suretyships  or  other  contingent
agreements of the Company or any Company Subsidiary;

                           (k)  all  agreements,   contracts,   commitments  and
arrangements  between the Company or any Company Subsidiary and any Governmental
Entity;

                           (l)   any   agreement,    contract,   commitment   or
arrangement  relating to capital expenditures with respect to the Company or any
Company  Subsidiary and involving  future payments which exceed $5,000 in any 12
month period;

                           (m)   any   agreement,    contract,   commitment   or
arrangement  relating to the  acquisition  of assets (other than in the ordinary
course of business  consistent  with past  practice) or any capital stock of any
business enterprise;

                           (n) any  investment  banking  or  other  professional
services agreement;

                           (o) contracts (other than those covered by clause (a)
through (n) above)  pursuant  to which the Company and the Company  Subsidiaries
will receive or pay in excess of $5,000 over the life of the contract;

                           (p) any  other  material  agreements,  Contracts  and
commitments whether or not entered into in the ordinary course of business; and

                           (q) all  proposed  arrangements  or  contracts of the
Company or the Company  Subsidiaries  which the Company reasonably expects to be
near  consummation  and of a type  that if  entered  into  would  be a  Contract
described in clauses (a) through (o) above.

                                      -19-
<PAGE>

Neither the Company,  any Company  Subsidiary nor, to the  Stockholder's and the
Company's  knowledge,  any other party thereto,  is in material  breach of or in
material default under any Material Contract.  Each such Material Contract is in
full force and  effect,  and is a legal,  valid and  binding  obligation  of the
Company and/or the applicable Company Subsidiaries and, to the Stockholder's and
the Company's  knowledge,  each of the other  parties  thereto,  enforceable  in
accordance with its terms.

                  4.20.    INSURANCE.

                           (a)      At closing  no  insurance  will be in force
or effect.  Section  4.20 of the  Disclosure  Schedule  contains a complete  and
accurate list of all insurance policies  currently  providing and that have been
providing  coverage in favor of the Company or the Company  Subsidiaries (or any
predecessor)  specifying  the insurer  and type of  insurance  under  each.  The
Company has heretofore delivered to CSA true, correct and complete copies of all
such policies. Each current policy is in full force and effect, all premiums are
currently  paid, no notice of cancellation or termination has been received with
respect to any such policy  and, to the  knowledge  of the  Stockholder  and the
Company,  there  is no  threatened  increase  in  premiums  or  cancellation  or
termination  of  any  such  policy.  Such  policies  have  been  sufficient  for
compliance  with all  requirements of law and any Contracts to which the Company
or any of the  Company  Subsidiaries  is a party.  Neither  the  Company nor the
Company  Subsidiaries  (or any  predecessor) has been refused any insurance with
respect to its assets and  operations,  nor has its coverage been limited by any
insurance  carrier to which it has applied for any such  insurance or with which
it has carried insurance.  Each of the Company and the Company  Subsidiaries (or
any  predecessor)  has  insured by  reputable  insurers  the assets used by such
company  (or any  predecessor)  in the  conduct of its  business  that are of an
insurable  character  against risks of liability,  casualty and fire in adequate
amounts and  consistent  with prudent  industry  practice,  and  maintains  such
insurance  against  hazards,  risks and liability to persons and property to the
extent  and in  the  manner  customary  for  companies  in  similar  businesses,
similarly  situated,  and such insurance has been  effective,  in full force and
effect,  without  interruption  since the date such company (or any predecessor)
commenced  business.  The insurance  specified in Section 4.20 of the Disclosure
Schedule  has been  effective,  in full force and effect,  without  interruption
since the date  specified  in Section  4.20 of the  Disclosure  Schedule  as the
initial date of coverage.

                           (b)      There is no pending claim by the Company or
the Company  Subsidiaries  under any insurance  policy listed in Section 4.20 of
the Disclosure Schedule.  Section 4.20 of the Disclosure Schedule sets forth all
claims by the Company or the  Company  Subsidiaries  (whether  or not  resolved)
under any insurance policy, which claims have been outstanding at any time since
January 1,  2006.  Neither  the  business  nor the assets of the  Company or the
Company Subsidiaries has had any casualty loss or occurrence which may give rise
to any  claim of any kind not  covered  by  insurance  and the  Company  and the
Company  Subsidiaries are not aware of any occurrence which may give rise to any
claim not covered by insurance.

                                      -20-

<PAGE>

                  4.21     LABOR MATTERS.

                           (a) The Company and each of the Company  Subsidiaries
is in compliance in all material  respects  with all federal,  state,  local and
foreign Laws and  regulations  respecting  employment and employment  practices,
terms and conditions of employment,  wages, hours, collective bargaining, safety
and health,  work  authorization,  equal  employment  opportunity,  immigration,
withholding,  unemployment  compensation,  worker's  compensation  and  employee
privacy and right to know; (b) there is no pending,  or, to the knowledge of the
Stockholder and the Company,  any  threatened,  charge,  complaint,  allegation,
application  or other  process  against the Company or any Company  Subsidiaries
before the National Labor Relations Board or any other  comparable  Governmental
Entity; (c) there is, and have been, (i) no labor strike,  dispute,  slowdown or
work  stoppage  or  other  job  action  pending,  or to  the  knowledge  of  the
Stockholder  and the  Company,  threatened  against or  otherwise  affecting  or
involving  the Company or any Company  Subsidiaries  or (ii) no lawsuits  (other
than grievance  proceedings) pending, or to the knowledge of the Stockholder and
the Company,  threatened between the Company or any Company Subsidiaries and any
current or former employee or independent contractor of the Company or any union
or other collective  bargaining unit representing any current or former employee
of the Company;  (d) no employees of the Company or any Company Subsidiaries are
covered by any  collective  bargaining  agreements  and, to the knowledge of the
Stockholder  and the  Company,  no effort is being made by any union to organize
any of the employees of the Company or any Company Subsidiaries;  and (e) to its
knowledge,  neither  the  Company  nor any  Company  Subsidiaries  has hired any
illegal aliens as employees or independent contractors.

                  4.22.    ENVIRONMENTAL MATTERS.

                           (a) Each of the Company and the Company  Subsidiaries
have  complied  in all  material  respects  at all  times  with  all  applicable
Environmental Laws and their  requirements.  The Company and each of the Company
Subsidiaries has obtained all necessary  Licenses and filed all required reports
and notifications  pursuant to all Environmental  Laws. All such Licenses are in
good standing, and each of the Company and the Company Subsidiaries has complied
at all times with all terms and conditions of such Licenses. Neither the Company
nor any of the Company  Subsidiaries  has received any notice or  communications
from any Governmental Entity with respect to any violation of Environmental Law.

                           (b) No  Environmental  Claim  has  been  filed  by or
against the Company or any of the Company Subsidiaries,  and neither the Company
nor any of the Company  Subsidiaries  has  received  any  written  notice of any
investigation,  claim or review which has  occurred or is pending or  threatened
against it by any Governmental  Entity with respect to any  Environmental  Laws.
Neither the Company nor any of the Company Subsidiaries owns, operates or leases
a treatment,  storage or disposal facility requiring a permit under the Resource
Conservation  and  Recovery  Act,  as  amended,  or under any  other  comparable
foreign,  state  or  local  Law.  Neither  the  Company  nor any of the  Company
Subsidiaries  has  transported  or  arranged  for the  transport,  treatment  or
disposal of any Regulated Substances to any location.

                                      -21-

<PAGE>
                           (c)      Neither the Company nor any of the Company
Subsidiaries  has ever  generated,  manufactured,  used,  transported,  treated,
stored, handled,  disposed of, discharged,  released,  transferred,  produced or
processed any Regulated  Substance at, to, under or on any real property  owned,
operated  or leased by the Company or any of the  Company  Subsidiaries,  or any
other  location.  No written or oral  notification  of a discharge or release of
Regulated  Substances by the Company or any of the Company Subsidiaries has been
registered  or  filed  by or on  behalf  of the  Company  or any of the  Company
Subsidiaries,  and no site or  facility  now or  previously  owned,  operated or
leased by the Company or any of the Company Subsidiaries is listed on the United
States   Environmental   Protection   Agency's   National   Priorities  List  of
Uncontrolled  Hazardous  Waste  Sites or any  similar  list of  sites  requiring
investigation or clean-up.

                           (d)      No Liens have  arisen  under or pursuant to
any Environmental Law on any site or facility now or previously owned,  operated
or  leased  by the  Company  or any of the  Company  Subsidiaries,  and,  to the
knowledge of the Stockholder and the Company,  no Governmental Entity has taken,
or is in the process of taking,  any action that could  subject any such site or
facility to such Liens.  There are no  conditions  existing at any real property
ever owned, operated or leased by the Company or any of the Company Subsidiaries
that will require now or in the future remedial or corrective  action,  removal,
monitoring or closure pursuant to Environmental Law.

                           (e)      Neither the Company nor any of the Company
Subsidiaries has contractually,  or by operation of Law, assumed or succeeded to
any liabilities related to Environmental Laws of any predecessors of the Company
or the Company Subsidiaries.

                  4.23. BROKERS. No broker, finder or financial advisor or other
person  is  entitled  to any  brokerage  fees,  commissions,  finders'  fees  or
financial advisory fees in connection with the transactions  contemplated hereby
by reason of any action  taken by the  Stockholder,  the Company or any of their
respective directors, officers, employees, representatives or agents.

                  4.24. CERTAIN AGREEMENTS.  Neither the Company nor any Company
Subsidiary is a party to any: (a) agreement with any director,  officer or other
employee  of the Company or any Company  Subsidiary,  the  benefits of which are
contingent, or the terms of which are materially altered, upon the occurrence of
a  transaction  involving  the  Company  of  the  nature  contemplated  by  this
Agreement;  or (b)  agreement  or plan,  any of the  benefits of or rights under
which will be increased,  or the vesting or payment of the benefits of or rights
under which will be  accelerated,  by the occurrence of any of the  transactions
contemplated by this Agreement or the value of any of the benefits of which will
be  calculated  on the  basis of any of the  transactions  contemplated  by this
Agreement.

                  4.25.  ABSENCE OF CERTAIN  COMMERCIAL  PRACTICES.  Neither the
Stockholder,  the Company nor any Company  Subsidiary,  nor, to the knowledge of
the Stockholder and the Company, any director, officer, agent, employee or other
person acting on behalf of the Company or any Company Subsidiary, has: (i) given
or agreed to give any gift or similar  benefit of more than nominal value to any
customer, supplier, or governmental employee or official or any other person who
is or may be in a  position  to  help  or  hinder  the  Company  or any  Company

                                      -22-
<PAGE>

Subsidiary or assist the Company or any Company  Subsidiary  in connection  with
any proposed  transaction,  which gift or similar  benefit,  if not given in the
past, might have materially and adversely  affected the business or prospects of
the Company or any Company Subsidiary, or which, if not continued in the future,
might  materially and adversely  affect the business or prospects of the Company
or any  Company  Subsidiary;  or (ii)  used any  corporate  or other  funds  for
unlawful contributions,  payments, gifts, or entertainment, or made any unlawful
contributions,  payments or gifts, or made any unlawful expenditures relating to
political  activity  to  government   officials  or  others  or  established  or
maintained  any unlawful or unrecorded  funds in violation of Section 30A of the
Exchange Act. Neither the Stockholder,  the Company nor any Company  Subsidiary,
nor, to the knowledge of the Stockholder and the Company, any director, officer,
agent,  employee or other person  acting on behalf of the Company or any Company
Subsidiary, has accepted or received any unlawful contributions, payments, gifts
or expenditures.

                  4.26. BANK ACCOUNTS.  Section 4.26 of the Disclosure  Schedule
sets forth an accurate list of each bank, trust company,  savings institution or
other  financial  institution  with  which the  Company  has an  account or safe
deposit box and the names and  identification of all persons  authorized to draw
thereon  or to have  access  thereto,  and sets  forth the names of each  person
holding powers of attorney or agency authority from the Company,  as applicable,
and a summary of the terms thereof and the names of each person  holding  credit
cards  in the  name  of the  Company,  with  the  credit  cards  being  so  held
identified.

                  4.27. CORPORATE NAMES. Section 4.27 of the Disclosure Schedule
sets forth a complete and accurate list of names used by the Company and each of
the Company Subsidiaries in addition to its corporate name.

                  4.28.  NO CURRENT  OPERATIONS.  The  Company  and the  Company
Subsidiaries  have no current business  operations.  The Company and the Company
Subsidiaries  have  (i)  abandoned  (whether  by  foreclosure,   liquidation  or
otherwise)  of all of their  prior  business  operations  and (ii)  neither  the
Company nor the Company  Subsidiaries  will have any  liabilities or obligations
arising from prior business  operations,  nor the terms of  foreclosure  require
them to retain any liabilities of such prior business.

                  4.29. BOOKS AND RECORDS.  The books of account,  minute books,
stock  record   books  and  other   records  of  the  Company  and  the  Company
Subsidiaries,  all of which have been made  available  to CSA,  are complete and
correct in all material  respects and have been  maintained in  accordance  with
sound business practices in all material respects.

                  4.30.  LISTING AND  MAINTENANCE  REQUIREMENTS.  The  Company's
Common Stock is  registered  pursuant to Section  12(g) of the Exchange Act, and
the Company has taken no action designed to, or which to its knowledge is likely
to have the effect of,  terminating  the  registration of the Common Stock under
the Exchange Act nor has the Company received any  notification  that the SEC is
contemplating  terminating  such  registration.  The Company has never  received
notice  from the OTC  Bulletin  Board to the effect  that the  Company is not in
compliance with the listing or maintenance  requirements of such trading market.
The Company is, and has no reason to believe that it will not in the foreseeable
future  continue to be, in  compliance  with all such  listing  and  maintenance

                                      -23-
<PAGE>

requirements.  Following the consummation of the  transaction,  the Common Stock
will be eligible for continued trading on the OTC Bulletin Board.

                  4.31.  MANIPULATION OF PRICE.  Neither the Stockholder nor the
Company has,  and to their  knowledge,  no one acting on its behalf has,  taken,
directly  or  indirectly,  any  action  designed  to cause or to  result  in the
stabilization or manipulation of the price of any security of the Company.

                  4.32. FULL DISCLOSURE. No representation or warranty,  exhibit
or  schedule  furnished  by or on behalf of the  Company  or any of the  Company
Subsidiaries  in this Agreement or any other  Transaction  Document  contains or
will contain any untrue  statement of a material  fact, or omits or will omit to
state a material  fact  necessary  to make the  statements  contained  herein or
therein  not  misleading.  None of the  Stockholder,  the Company or the Company
Subsidiaries has any knowledge of any facts  pertaining to the Stockholder,  the
Company or the Company Subsidiaries, or their business or assets that could have
a Material  Adverse Effect and that have not been  disclosed in this  Agreement,
the schedules and exhibits hereto and the Transaction Documents,  except for any
facts relating solely to general  economic,  business or political  developments
affecting the economy generally.

         5.  REPRESENTATIONS  AND  WARRANTIES OF CSA. CSA hereby  represents and
warrants to the Company that:

                  5.1 ORGANIZATION OF CSA. CSA is a Colorado  Limited  Liability
Company duly organized,  validly existing and in good standing under the laws of
the State of  Colorado  and has all  requisite  corporate  power  and  corporate
authority  to  enter  into  the   Transaction   Documents,   to  consummate  the
transactions  contemplated  hereby and  thereby,  to own,  lease and operate its
properties and to conduct its business.

                  5.2 AUTHORITY. The execution,  delivery and performance by CSA
of  the  Transaction   Documents  and  the   consummation  of  the  transactions
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary
corporate action on the part of CSA, including, without limitation, the approval
of the Manager of CSA. The  Transaction  Documents  have been duly  executed and
delivered by CSA and, assuming that the Transaction Documents constitute a valid
and binding  obligation of the Stockholder  and the Company,  constitute a valid
and binding  obligation of CSA. CSA is duly qualified or licensed to do business
as a limited liability company and is in good standing.

                  5.3 NO VIOLATION;  CONSENTS AND  APPROVALS.  The execution and
delivery by CSA of the Transaction  Documents does not, and the  consummation of
the transactions  contemplated  hereby and thereby and compliance with the terms
hereof and thereof  will not  conflict  with,  or result in any  violation of or
default  (or an event  which,  with  notice  or  lapse  of time or  both,  would
constitute a default)  under,  (a) the terms and conditions or provisions of the
articles of  incorporation  or by-laws of CSA, (b) any Laws applicable to CSA or
the  property  or assets of CSA,  or (c) give rise to any right of  termination,
cancellation or  acceleration  under, or result in the creation of any Lien upon
any of the properties of CSA under,  any Contracts to which CSA is a party or by
which CSA or any of its assets may be bound,  except in the case of clauses  (b)
and (c),  for such  conflicts,  violations  or  defaults  as to which  requisite
waivers  or  consents  will have been  obtained  prior to the  Closing or which,

                                      -24-
<PAGE>

individually or in the aggregate,  would not have a Material Adverse Effect.  No
Governmental  Approval is required to be obtained or made by or with  respect to
CSA or any CSA Subsidiary in connection  with the execution and delivery of this
Agreement or the  consummation by CSA of the transactions  contemplated  hereby,
except  where the  failure  to obtain  such  Governmental  Approval  would  not,
individually or in the aggregate, have an CSA Material Adverse Effect.

                  5.4  PURCHASE  ENTIRELY  FOR OWN  ACCOUNT.  The  Shares  to be
received by CSA hereunder  will be acquired for its own account,  not as nominee
or agent,  and not with a view to the resale or distribution of any part thereof
in  violation  of the 1933 Act,  and CSA has no present  intention  of  selling,
granting any participation  in, or otherwise  distributing the same in violation
of the 1933 Act without prejudice,  however, to CSA's right at all times to sell
or  otherwise  dispose  of all or any part of such  Shares  in  compliance  with
applicable  federal and state securities laws. Nothing contained herein shall be
deemed a representation  or warranty by CSA to hold the Shares for any period of
time. CSA is not a  broker-dealer  registered with the SEC under the 1934 Act or
an entity engaged in a business that would require it to be so registered.

                  5.5 RESTRICTED SECURITIES. CSA understands that the Shares are
characterized as "restricted  securities" under the U.S. federal securities laws
inasmuch as they are being acquired from the  Stockholder  in a transaction  not
involving a public offering and that under such laws and applicable  regulations
such  securities may be resold without  registration  under the 1933 Act only in
certain limited circumstances.

                  5.6 LEGENDS.  It is understood that, except as provided below,
certificates evidencing the Shares may bear the following or any similar legend:

                           (a)      "The securities  represented hereby have not
been registered under the Securities Act of 1933, as amended (the "Act") and may
not be  transferred  unless (i) such  securities  have been  registered for sale
pursuant to the Act, (ii) such  securities  may be sold pursuant to Rule 144(k),
or (iii) the Company has received an opinion of counsel reasonably  satisfactory
to it that such  transfer may lawfully be made  without  registration  under the
Securities Act of 1933 or qualification under applicable state securities laws."

                           (b)      If required by the  authorities of any state
in connection  with the issuance of sale of the Shares,  the legend  required by
such state authority.


                                      -25-
<PAGE>


         6.  COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE CLOSING

                  6.1      CONDUCT OF THE BUSINESS PENDING THE CLOSING.

                           (a) During the period from the date of this Agreement
and  continuing  until the  Closing,  each of the  Stockholder  and the  Company
agrees,  that neither the Stockholder nor the Company shall, and shall cause the
Company  Subsidiaries  not to, engage in any business  whatsoever  other than in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement.

                           (b) During the period from the date of this Agreement
and continuing until the Closing, each of the Stockholder and the Company agrees
as to itself and, with respect to the Company,  the Company  Subsidiaries,  that
except as  expressly  contemplated  or permitted  by this  Agreement,  or to the
extent that the other party shall otherwise consent in writing:


                                    (i) It shall not amend or  propose  to amend
its  certificate  of  incorporation  or  by-laws  or  equivalent  organizational
documents except as contemplated in this Agreement.

                                    (ii) It  shall  not,  nor in the case of the
Company  shall it permit the Company  Subsidiaries  to,  issue,  deliver,  sell,
redeem,  acquire,  authorize or propose to issue, deliver, sell, redeem, acquire
or  authorize,  any shares of its capital  stock of any class or any  securities
convertible into, or any rights, warrants or options to acquire, any such shares
or convertible  securities or other  ownership  interest and, in the case of the
Stockholder,  shall not sell or otherwise transfer the Shares, provided that the
Company  shall be permitted to issue the shares of its Common Stock to be issued
to the stockholders of CSA.

                                    (iii) It shall  not,  nor in the case of the
Company shall it permit any of the Company Subsidiaries to, nor shall it propose
to: (i)  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 or (ii) reclassify,  combine, split, subdivide or redeem, purchase
or otherwise acquire, directly or indirectly, any of its capital stock.

                                    (iv) Other than dispositions in the ordinary
course  of  business  consistent  with  past  practice  which  would not cause a
Material  Adverse  Effect,  individually  or in the  aggregate,  to it  and  its
subsidiaries,  taken as a whole,  it shall  not,  nor shall it permit any of its
subsidiaries  to, sell,  lease,  encumber or  otherwise  dispose of, or agree to
sell,  lease (whether such lease is an operating or capital lease),  encumber or
otherwise  dispose  of its  assets,  excluding  lien  foreclosures  on assets by
creditors.

                                    (v) It shall promptly advise the other party
hereto in writing  of any  change in the  condition  (financial  or  otherwise),
operations or properties,  businesses or business prospects of such party or any
of its subsidiaries which would result in a Material Adverse Effect.

                                      -26-
<PAGE>

                                    (vi) It shall  not  permit  to occur any (1)
change in accounting  principles,  methods or practices,  investment  practices,
claims,  payment and  processing  practices or policies  regarding  intercompany
transactions  and (2)  incurrence  of  Indebtedness  or any  commitment to incur
Indebtedness, any incurrence of a contingent liability, Contingent Obligation or
other liability of any type.

                                    (vii) It shall not,  and the  Company  shall
not permit any of the Company  Subsidiaries  to, take or agree or commit to take
any action, (i) that is reasonably likely to make any of its  representations or
warranties  hereunder  inaccurate;  or (ii) that is  prohibited  pursuant to the
provisions of this Article VI.

                                    (viii) It shall obtain releases of any claim
whatsoever,  including  compensation claims, by all officers,  directors and the
Estate of William Jones.

         7.       Additional Agreements.

                  7.1  ACCESS TO  INFORMATION.  From the date  hereof  until the
Closing or the earlier termination of this Agreement,  each party shall give the
other party and its respective counsel, accountants,  representatives and agents
full access,  upon  reasonable  notice and during normal business hours, to such
party's   facilities   and  the   financial,   legal,   accounting   and   other
representatives  of such party with  knowledge of the business and the assets of
such  party  and,  upon  reasonable  notice,  shall be  furnished  all  relevant
documents,  records and other information concerning the business,  finances and
properties  of such  party and its  subsidiaries  that the  other  party and its
respective  counsel,  accountants,  representatives  and agents,  may reasonably
request. No investigation pursuant to this Section 7.1 shall affect or be deemed
to modify any of the representations or warranties hereunder or the condition to
the  obligations  of the parties to  consummate  the  transactions  contemplated
hereby; it being understood that the investigation will be made for the purposes
among  others of the board of directors  of each party  determining  in its good
faith  reasonable  business  judgment  the accuracy of the  representations  and
warranties  of  the  other  party.  In the  event  of the  termination  of  this
Agreement,  each  party,  if so  requested  by the other  party,  will return or
destroy  promptly  every  document  furnished to it by or on behalf of the other
party in  connection  with the  transactions  contemplated  hereby,  whether  so
obtained before or after the execution of this Agreement, and any copies thereof
(except for copies of documents  publicly  available)  which may have been made,
and  will  use  reasonable  efforts  to  cause  its   representatives   and  any
representatives of financial  institutions and investors and others to whom such
documents  were  furnished  promptly to return or destroy such documents and any
copies thereof any of them may have made.

                  7.2 NO SHOP; ACQUISITION PROPOSALS. From the date hereof until
the  Closing  or  the  earlier  termination  of  this  Agreement,   neither  the
Stockholder  nor the Company  shall,  nor shall they  authorize or permit any of
their  respective  officers,  directors  or  employees  or  Subsidiaries  or any
investment   banker,   financial   advisor,   attorney,   accountant   or  other
representative  retained by it to, solicit,  initiate or encourage (including by
way of  furnishing  information),  or take any other action to  facilitate,  any
inquiries or the making of any proposal which constitutes,  or may reasonably be
expected to lead to, any Takeover Proposal,  or negotiate with respect to, agree
to or endorse any  Takeover  Proposal.  The  Stockholder  and the Company  shall
promptly advise CSA orally and in writing of any such inquiries or proposals and

                                      -27-
<PAGE>

shall also promptly  advise CSA of any  developments  or changes  regarding such
inquiries or proposals.  The Stockholder and the Company shall immediately cease
and cause to be terminated  any existing  discussions or  negotiations  with any
persons  (other than CSA)  conducted  heretofore  with  respect to any  Takeover
Proposal.  The  Stockholder  and the Company  agree not to release (by waiver or
otherwise)  any  third  party  from the  provisions  of any  confidentiality  or
standstill agreement to which the Stockholder or the Company is a party.

                  7.3 LEGAL CONDITIONS TO CLOSING;  REASONABLE EFFORTS.  Each of
CSA, the Stockholder and the Company shall take all reasonable actions necessary
to comply  promptly with all legal  requirements  which may be imposed on itself
with respect to the  consummation of the  transactions  contemplated  hereby and
will promptly cooperate with and furnish information to each other in connection
with any such requirements imposed upon any of them or any of their Subsidiaries
in connection with the  consummation of the  transactions  contemplated  hereby.
Each of CSA, the  Stockholder  and the Company will,  and the Company will cause
the Company  Subsidiaries  to, take all reasonable  actions  necessary to obtain
(and will cooperate  with each other in obtaining)  any consent,  authorization,
order or approval  of, or any  exemption  by, any  Governmental  Entity or other
public or private  third  party,  required to be  obtained  or made by CSA,  the
Stockholder or the Company or any of the Company Subsidiaries in connection with
the  Closing  or the  taking  of any  action  contemplated  thereby  or by  this
Agreement.

                  7.4 CERTAIN FILING.  Each party shall cooperate with the other
in (a)  determining  whether any action by or in respect of, or filing with, any
governmental  body, agency,  official or authority is required,  or any actions,
consents,  approvals or waivers are required to be obtained  from parties to any
material  contracts,  in connection with the  consummation  of the  transactions
contemplated  by this  Agreement  and (b)  seeking any such  actions,  consents,
approvals or waivers or making any such filings, furnishing information required
in connection therewith and seeking timely to obtain any such actions, consents,
approvals or waivers. Each party shall consult with the other in connection with
the foregoing and shall use all reasonable  commercial efforts to take any steps
as may be  necessary  in order to obtain  any  consents,  approvals,  permits or
authorizations required in connection with the transactions  contemplated hereby
..
                  7.5 PUBLIC  ANNOUNCEMENTS  AND FILINGS.  Each party shall give
the other a reasonable  opportunity to comment upon, and,  unless  disclosure is
required,  in the opinion of counsel, by applicable law, approve (which approval
shall  not be  unreasonably  withheld),  all  press  releases  or  other  public
communications  of any  sort  relating  to this  Agreement  or the  transactions
contemplated hereby .

         8.  CONDITIONS TO CLOSING.

                  8.1 CONDITIONS TO CSA'S OBLIGATIONS.  The obligation of CSA to
purchase  the  Shares at the  Closing is  subject  to the  fulfillment  to CSA's
satisfaction,  on or prior to the Closing Date, of the following conditions, any
of which may be waived by such Investor (as to itself only):

                                      -28-

<PAGE>

                           (a)      The  representations  and warranties made by
the  Stockholder  and/or  the  Company  in  Section  4  hereof  qualified  as to
materiality  shall be true and  correct at all times prior to and on the Closing
Date, except to the extent any such  representation or warranty expressly speaks
as of an earlier date, in which case such  representation  or warranty  shall be
true  and  correct  as of  such  earlier  date,  and,  the  representations  and
warranties  made  by the  Company  in  Section  4  hereof  not  qualified  as to
materiality  shall be true and  correct in all  material  respects  at all times
prior to and on the Closing Date,  except to the extent any such  representation
or  warranty  expressly  speaks  as of an  earlier  date,  in  which  case  such
representation or warranty shall be true and correct in all material respects as
of such earlier date. The Company shall have performed in all material  respects
all obligations and covenants  herein required to be performed by it on or prior
to the Closing Date.

                           (b)      The  Stockholder  and the Company shall have
obtained any and all consents,  permits,  approvals,  registrations  and waivers
necessary  or  appropriate  for  consummation  of the  purchase  and sale of the
Securities and the  consummation of the other  transactions  contemplated by the
Transaction Documents, all of which shall be in full force and effect.

                           (c)      Releases of liabilities shall have been exe-
cuted by the  creditor/lenders of Company of debts as listed on Schedule 8.1(c).
Any real estate leases shall have been released as to the Company.

                           (d)      No judgment, writ, order, injunction,  award
or decree of or by any court,  or judge,  justice or  magistrate,  including any
bankruptcy  court or judge,  or any order of or by any  governmental  authority,
shall have been issued,  and no action or proceeding  shall have been instituted
by any governmental  authority,  enjoining or preventing the consummation of the
transactions contemplated hereby, in the other Transaction Documents.

                           (e)      The  Stockholder and the Company  shall have
delivered a Certificate,  executed on behalf of the  Stockholder and the Company
by its Chief  Executive  Officer or its Chief Financial  Officer,  respectively,
dated as of the Closing Date,  certifying to the  fulfillment  of the conditions
specified in subsections (a), (b), (c), (d), (h) and (i) of this Section 8.1.

                           (f)      The  Company  shall  have  delivered  a
Certificate, executed on behalf of the Company by its Secretary, dated as of the
Closing Date,  certifying the  resolutions  adopted by the Board of Directors of
the Company  approving the  transactions  contemplated by this Agreement and the
other Transaction Documents,  certifying the current versions of the Articles of
Organization  and Bylaws or other  organizational  documents  of the Company and
certifying as to the signatures and authority of persons signing the Transaction
Documents and related documents on behalf of the Company.

                           (g)      CSA shall have completed its due diligence
review of the Company and such diligence  review shall be satisfactory to CSA in
all  respects,  provided,  however,  that  such due  diligence  review  shall be
completed by CSA within five days after the date of this  Agreement,  unless the
inability to complete such due  diligence  review is the result of actions taken

                                      -29-
<PAGE>

or not taken by the  Stockholder  or the Company in  response  to  requests  for
information regarding the Company or the Stockholder reasonably requested by CSA
and, in such event,  such five day period shall be tolled until such time as the
Stockholder or the Company reasonably responds to such request.

                           (h)      No  stop  order  or  suspension  of  trading
shall have been imposed by the SEC or any other  governmental or regulatory body
with respect to public trading in the Common Stock.

                           (i)      All outstanding  Indebtedness of the Company
shall  have  been  fully  paid and CSA  shall  have  received  evidence  of such
repayment in form and substance reasonably satisfactory to CSA.

                  8.2  CONDITIONS  TO  OBLIGATIONS  OF  THE   STOCKHOLDER.   The
Stockholder's  obligation  to sell the  Shares at the  Closing is subject to the
fulfillment to the  satisfaction  of the  Stockholder on or prior to the Closing
Date of the following conditions, any of which may be waived by the Stockholder:

                           (a)      The  representations  and  warranties  made
by CSA in Section 5 hereof  shall be true and correct in all  material  respects
when made, and shall be true and correct in all material respects on the Closing
Date with the same  force and  effect as if they had been made on and as of said
date.  CSA shall have  performed in all material  respects all  obligations  and
covenants  herein  required to be  performed  by them on or prior to the Closing
Date.

                           (b)      CSA shall have delivered the Purchase Price
to the Stockholder.

                  8.3     TERMINATION OF OBLIGATIONS TO EFFECT CLOSING; EFFECTS.

                           (a)      The  obligations of the Stockholder,  on the
one hand,  and CSA, on the other hand, to effect the Closing shall  terminate as
follows:

                                    (i) Upon the mutual  written  consent of the
Stockholder and CSA;

                                    (ii)  By  the  Stockholder  if  any  of  the
conditions set forth in Section 8.2 shall have become  incapable of fulfillment,
and shall not have been waived by the Company;

                                    (iii)  By CSA if any of the  conditions  set
forth in Section 8.1 shall have become  incapable of fulfillment,  and shall not
have been waived by CSA; or

                                    (iv) By either the Stockholder or CSA if the
Closing has not occurred on or prior to August 8, 2008 Closing Date");

provided,  however,  that,  except in the case of clause  (i)  above,  the party
seeking to terminate  its  obligation to effect the Closing shall not then be in
breach  of any of  its  representations,  warranties,  covenants  or  agreements

                                      -30-
<PAGE>

contained in this  Agreement or the other  Transaction  Documents if such breach
has  resulted  in the  circumstances  giving  rise to such  party's  seeking  to
terminate its obligation to effect the Closing.

                  (b) Nothing in this Section 8.3 shall be deemed to release any
party  from  any  liability  for any  breach  by such  party  of the  terms  and
provisions of this Agreement or the other Transaction Documents or to impair the
right of any  party to compel  specific  performance  by any other  party of its
obligations under this Agreement or the other Transaction Documents.

         9.       SURVIVAL AND INDEMNIFICATION.

                  9.1 SURVIVAL. The representations,  warranties,  covenants and
agreements  contained  in  this  Agreement  shall  survive  the  Closing  of the
transactions  contemplated  by this  Agreement for a period of one (1) year from
the Closing Date.

                  9.2  INDEMNIFICATION.

                           (a)      To the extent  permitted by law, the  Stock-
holder  shall  indemnify  and hold  harmless  CSA and its  Affiliates  and their
respective  directors,  officers,  employees and agents from and against any and
all  losses,  claims,  damages,  liabilities  and  expenses  (including  without
limitation  reasonable  attorney  fees  and  disbursements  and  other  expenses
incurred in connection  with  investigating,  preparing or defending any action,
claim or proceeding, pending or threatened and the costs of enforcement thereof)
(collectively,  "Losses") to which such Person may become subject as a result of
any breach of representation,  warranty,  covenant or agreement made by or to be
performed on the part of the Company under the Transaction  Documents,  and will
reimburse  any such  Person for all such  amounts as they are  incurred  by such
Person.

                           (b)      To the extent  permitted by law, CSA shall
indemnify and hold harmless the Stockholder  from and against any and all Losses
to which  the  Stockholder  may  become  subject  as a result  of any  breach of
representation,  warranty,  covenant or agreement  made by or to be performed on
the part of CSA under the  Transaction  Documents,  and will  reimburse any such
Person for all such amounts as they are incurred by such Person.

                  9.3 CONDUCT OF  INDEMNIFICATION  PROCEEDINGS.  Promptly  after
receipt by any Person (the "Indemnified  Person") of notice of any demand, claim
or  circumstances  which would or might give rise to a claim or the commencement
of any action,  proceeding or investigation in respect of which indemnity may be
sought  pursuant to Section 9.2, such  Indemnified  Person shall promptly notify
the  indemnifying   party  (the   "Indemnifying   Party")  in  writing  and  the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably satisfactory to such Indemnified Person, and shall assume the
payment of all reasonable fees and expenses; PROVIDED, HOWEVER, that the failure
of any Indemnified  Person so to notify the Indemnifying Party shall not relieve
the  Indemnifying  Party of its obligations  hereunder except to the extent that
the Indemnifying  Party is materially  prejudiced by such failure to notify.  In
any such proceeding,  any Indemnified  Person shall have the right to retain its
own counsel,  but the fees and expenses of such counsel  shall be at the expense
of  such  Indemnified   Person  unless:  (i)  the  Indemnifying  Party  and  the
Indemnified  Person shall have mutually agreed to the retention of such counsel;

                                      -31-
<PAGE>

or (ii) in the  reasonable  judgment  of  counsel  to  such  Indemnified  Person
representation of both parties by the same counsel would be inappropriate due to
actual or potential  differing  interests  between them. The Indemnifying  Party
shall not be liable for any  settlement of any proceeding  effected  without its
written  consent,  which  consent  shall not be  unreasonably  withheld,  but if
settled with such consent,  or if there be a final  judgment for the  plaintiff,
the Indemnifying Party shall indemnify and hold harmless such Indemnified Person
from and against any loss or liability (to the extent stated above) by reason of
such  settlement  or  judgment.   Without  the  prior  written  consent  of  the
Indemnified  Person,  which  consent  shall not be  unreasonably  withheld,  the
Indemnifying  Party shall not effect any settlement of any pending or threatened
proceeding  in respect of which any  Indemnified  Person is or could have been a
party and indemnity could have been sought hereunder by such Indemnified  Party,
unless such settlement  includes an  unconditional  release of such  Indemnified
Person from all liability arising out of such proceeding.

                  9.4 LIMITATIONS. Notwithstanding the foregoing, the obligation
under this Agreement of an Indemnifying Party to indemnify any Indemnified Party
with  respect to Losses  shall not  exceed the  Purchase  Price.  The  foregoing
limitation shall not apply, however, to (i) any breach of the representations or
warranties in Sections 4.1, 4.2, 4.5, 4.6, 4.18,  4.22,  4.23, 5.1 and 5.2, (ii)
any  breach of  representations  or  warranties  that was made with an intent to
mislead or defraud or with reckless disregard for the accuracy thereof and (iii)
any breach of any covenant or agreement to be performed by a party hereunder.

         10.      MISCELLANEOUS.

                  10.1  SUCCESSORS  AND  ASSIGNS.  This  Agreement  may  not  be
assigned by a party hereto without the prior written consent of the other party,
provided,  however,  that CSA may  assign its  rights  and  delegate  its duties
hereunder in whole or in part to an Affiliate  without the prior written consent
of the  Company  or  the  Stockholder  provided,  that  no  such  assignment  or
obligation shall affect the obligations of CSA hereunder. The provisions of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
permitted  successors  and assigns of the parties and to successors by operation
of law.  Nothing in this  Agreement,  express or implied,  is intended to confer
upon any party other than the parties hereto or their respective  successors and
assigns any rights, remedies,  obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.

                  10.2  COUNTERPARTS;  FAXES.  This Agreement may be executed in
two or more counterparts,  each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.  This Agreement may
also be executed and  transmitted  via facsimile or by .pdf  (portable  document
format) via electronic mail, each of which shall be deemed an original.

                  10.3 TITLES AND  SUBTITLES.  The titles and subtitles  used in
this  Agreement  are used for  convenience  only and are not to be considered in
construing or interpreting this Agreement.

                                      -32-
<PAGE>

                  10.4 NOTICES.  Unless otherwise provided,  any notice required
or permitted  under this Agreement shall be given in writing and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or  telecopier,  then such notice  shall be deemed  given upon  receipt of
confirmation of complete  transmittal,  (iii) if given by mail, then such notice
shall be deemed  given  upon the  earlier of (A)  receipt of such  notice by the
recipient  or (B) three days after such notice is deposited in first class mail,
postage prepaid,  and (iv) if given by an internationally  recognized  overnight
air  courier,  then such notice  shall be deemed  given one  Business  Day after
delivery to such  carrier.  All notices  shall be  addressed  to the party to be
notified at the address as follows,  or at such other  address as such party may
designate by ten days' advance written notice to the other party:

                           If to the Stockholder:

                                    James Mulford
                                    9938 Longview Drive
                                    Lone Tree, CO  80124

                                    Fax:  (303) 649-2190

                           With a copy to (which shall not constitute notice):

                                    M. A. Littman
                                    7609 Ralston Road
                                    Arvada, Colorado 80002
                                    Fax:  303-431-1567

                           If to CSA, to:

                                    Denis Iler
                                    2000 Wadsworth, PMB 179
                                    Lakewood, CO 80124
                                    Fax: 303-205-1941


or such other  address or telex or telecopy  number as such party may  hereafter
specify for the purpose by notice to the other party hereto.

                  10.5  EXPENSES.  The parties  hereto shall pay their own costs
and expenses in connection herewith.

                  10.6 AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended and the  observance of any term of this  Agreement may be waived (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the written consent of the  Stockholder,  the Company
and CSA.

                                      -33-
<PAGE>

                  10.7  SEVERABILITY.  Any provision of this  Agreement  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating the remaining  provisions  hereof but shall be interpreted as if it
were  written  so as to be  enforceable  to  the  maximum  extent  permitted  by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall  not  invalidate  or  render  unenforceable  such  provision  in any other
jurisdiction.  To the extent  permitted by  applicable  law, the parties  hereby
waive any  provision of law which  renders any  provision  hereof  prohibited or
unenforceable in any respect.

                  10.8  ENTIRE   AGREEMENT.   This   Agreement,   including  the
Disclosure Schedules,  and the other Transaction Documents constitute the entire
agreement among the parties hereof with respect to the subject matter hereof and
thereof and supersede all prior  agreements  and  understandings,  both oral and
written,  between the parties  with  respect to the  subject  matter  hereof and
thereof.

                  10.9 GOVERNING LAW;  CONSENT TO  JURISDICTION;  WAIVER OF JURY
TRIAL.  This Agreement  shall be governed by, and construed in accordance  with,
the internal laws of the State of Colorado  without  regard to the choice of law
principles  thereof.  Each of the  parties  hereto  irrevocably  submits  to the
exclusive  jurisdiction  of the  courts  of the  State of  Colorado  located  in
Jefferson  County and the  United  States  District  Court for the  District  of
Colorado for the purpose of any suit, action, proceeding or judgment relating to
or arising  out of this  Agreement  and the  transactions  contemplated  hereby.
Service of process in connection with any such suit, action or proceeding may be
served on each party  hereto  anywhere  in the world by the same  methods as are
specified  for the giving of notices under this  Agreement.  Each of the parties
hereto  irrevocably  consents to the  jurisdiction of any such court in any such
suit,  action or proceeding and to the laying of venue in such court. Each party
hereto irrevocably waives any objection to the laying of venue of any such suit,
action or  proceeding  brought in such courts and  irrevocably  waives any claim
that any such  suit,  action or  proceeding  brought  in any such court has been
brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO
REQUEST A TRIAL BY JURY IN ANY  LITIGATION  WITH RESPECT TO THIS  AGREEMENT  AND
REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.


                            [signature page follows]


                                      -34-
<PAGE>

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
or caused their duly  authorized  officers to execute  this  Agreement as of the
date first above written.

                                            The Stockholder

                                            /s/
                                            ---------------------------
                                            James Mulford


                                            Qlinks America, Inc.


                                            By:/s/
                                            ---------------------------
                                            Name:
                                            Title:


                                            CS Acquisition IV, LLC


                                            By:/s/
                                            ---------------------------
                                            Name:
                                            Title:








                                      -35-

<PAGE>



                                   ADDENDUM #1

         The  following  persons join in the Agreement to which this Addendum is
attached,  on a limited  basis,  by agreeing to sell shares  listed on Exhibit A
owned by each  respective  shareholder  and  agreeing to be bound by Sections 2,
4.1, 4.2, 4.3, 4.4, 8.1, 8.3, and 10.1 - 10.9, inclusive, of the Agreement.

The William R. Jones Estate

By: /s/
    ________________________



Targeted Shopping Solutions, Inc.

By: /s/
    __________________________


<PAGE>



                                    EXHIBIT A

                                                                  Consideration

The William R. Jones Estate                     4,000,000            $ 40,000
(Due 10/01/08)

James O. Mulford                                2,500,000            $ 57,500
(Due 8/18/08 - $ 32,500
 Due 9/03/08 - $ 25,000)

Targeted Shopping Solutions, Inc.                 850,000            $  8,500
(via exchange with First Regional Bank
FBO James O Mulford IRA)
(Due 10/01/08)

         Total


<PAGE>



                              DISCLOSURE SCHEDULES

                                  SCHEDULE 4.7
                                  Subsidiaries

                                      None


                                  SCHEDULE 4.8

                                      None


                                SCHEDULE 4.15(A)
                              Intellectual Property

                                      None


                                  SCHEDULE 4.16
  Pending or Threatened Claims, Investigations, Proceedings, Suits, or Actions

                                      None


                                  SCHEDULE 4.19
                            Contracts and Commitments
                               a) - q), inclusive

                                  None, except:
                     Transfer agent contract for services on
                               an ongoing basis.
                                   (TranShare)


                                  SCHEDULE 4.20
                                    Insurance

                                      None


                                  SCHEDULE 4.26
                         Bank Accounts and Credit Cards
                                      None


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                                  SCHEDULE 4.27

                                      None


                                 SCHEDULE 8.1(C)
                              Released Liabilities

               The attached Schedule 8.1 identifies the relief of
                          all debt obligations of QLA.