MEMBERSHIP
      INTEREST PURCHASE AGREEMENT

     

    MEMBERSHIP
      INTEREST PURCHASE AGREEMENT, dated as of January 15, 2008 (the “Agreement”), by
      and among TheRetirementSolution.com, Inc., a corporation existing under the
      laws
      of Nevada (the “Buyer”), Investment Tools and Training, LLC, a limited liability
      company existing under the laws of Utah (the “Company”), Boya Systems, LLC, a
      limited liability company existing under the laws of Utah (“Boya”), Kays Creek
      Capital Management, LLC, a limited liability company existing under the laws
      of
      Utah (“Kays”) and LUCASA, LLC, a limited liability company existing under the
      laws of Utah (“Lucasa” and collectively with Boya and Kays, the
“Owners”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Owners own 100% of the issued and outstanding membership interests in the
      Company. Such membership interests shall be referred to herein as
“Units.

     

    WHEREAS,
      subject to the terms and conditions hereof, the Owners desire to sell, transfer
      and assign to Buyer, and Buyer desires to purchase from the Owners, the
      Units.

     

    WHEREAS,
      the Company desires to facilitate the transactions set forth.

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants and
      agreements hereinafter contained, the parties hereby agree as
      follows:

     

    ARTICLE
      I.

    PURCHASE
      AND SALE OF ASSETS.

     

    1.1. Sale
      of Units.
      The
      Owners agree to sell, assign, transfer and deliver to Buyer, and Buyer agrees
      to
      purchase from the Owners, all of Owners’ right, title and interest in and to the
      Units.

     

    1.2. Purchase
      Price; Payment. 

     

    (a) Purchase
      Price.
      The
      purchase price for the Units shall be (i) an aggregate of Two Million Dollars
      ($2,000,000.00) evidenced by convertible debentures, substantially in the form
      of Exhibit A hereto (the “Debentures”), and (ii) an aggregate of Sixty-Six
      Million Six Hundred Thousand (66,600,000) shares of common stock, par value
      $0.001 per share, of Buyer (the “Common Stock” and collectively with the
      Debentures, the “Purchase Price”), which shall be payable to the Owners, in
      accordance with Section 1.2(b).

     

    (b) Payment
      of Purchase Price.
      The
      Buyer shall deliver the Purchase Price to the individuals and/or entities
      designated by the Owners, as set forth on Schedule 1.2(b) annexed
      hereto:

     

    (i) on
      the
      Closing Date hereof (as hereafter defined), (a) the Debentures, and (b) an
      aggregate of Fifty-Four Million Six Hundred Thousand (54,600,000) shares of
      Common Stock;

     

    
      
        
        

      

      
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    (ii) on
      the
      one year anniversary of the Closing Date, an aggregate of Four Million
      (4,000,000) shares of Common Stock;

     

    (iii) on
      the
      two year anniversary of the Closing Date, an aggregate of Four Million
      (4,000,000) shares of Common Stock;

     

    (iv) on
      the
      three year anniversary of the Closing Date, an aggregate of Two Million
      (2,000,000) shares of Common Stock; and

     

    (v) on
      the
      four year anniversary of the Closing Date, an aggregate of Two Million
      (2,000,000) shares of Common Stock.

     

    ARTICLE
      II.

    CLOSING
      AND TERMINATION

     

    2.1. Closing
      Date.
      Subject
      to the satisfaction of the conditions set forth in Sections 6.1 and 6.2 hereof
      (or the waiver thereof by the party entitled to waive that condition), the
      closing of the sale and purchase of the Units provided for in Section 1.1 hereof
      (the “Closing”) shall take place at the offices of Sichenzia Ross Friedman
      Ference LLP located at 61 Broadway, 32nd
      Floor,
      New York, NY 10006 (or at such other place as the parties may mutually agree
      upon) on or before January 15, 2008. The date on which the Closing shall be
      held
      is referred to in this Agreement as the “Closing Date”

     

    2.2. Termination
      of Agreement. This
      Agreement may be terminated prior to the Closing as follows:

     

    (a) at
      the
      election of the Owners or the Buyer on or after January 15, 2008, if the Closing
      shall not have occurred by the close of business on such date, provided that
      the
      terminating party is not in default of any of its obligations hereunder;


     

    (b) by
      mutual
      written consent of the Owners and the Buyer; or

     

    (c) by
      the
      Owners or the Buyer if there shall be in effect a final nonappealable order
      of a
      court, government or governmental agency or body of competent jurisdiction
      (“Governmental Body”) of competent jurisdiction restraining, enjoining or
      otherwise prohibiting the consummation of the transactions contemplated hereby;
      it being agreed that the parties hereto shall promptly appeal any adverse
      determination which is not nonappealable (and pursue such appeal with reasonable
      diligence).

     

    2.3. Procedure
      Upon Termination.
      In the
      event of termination and abandonment by the Buyer or the Owners, or both,
      pursuant to Section 2.2 hereof, written notice thereof shall forthwith be given
      to the other party or parties, and this Agreement shall terminate, and the
      purchase of the Units hereunder shall be abandoned, without further action
      by
      the Buyer or the Owners. If this Agreement is terminated as provided herein
      each
      party shall redeliver all documents, work papers and other material of any
      other
      party relating to the transactions contemplated hereby, whether so obtained
      before or after the execution hereof, to the party furnishing the
      same.

     

    
      
        
        

      

      
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    2.4. Effect
      of Termination.
      In the
      event that this Agreement is validly terminated as provided herein, then each
      of
      the parties shall be relieved of their duties and obligations arising under
      this
      Agreement after the date of such termination and such termination shall be
      without liability to the Buyer or the Owners; provided, however, that nothing
      in
      this Section 2.4 shall relieve the Buyer or the Owners of any liability for
      a
      breach of this Agreement.

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER AND THE OWNERS

     

    The
      Company and the Owners, jointly and severally hereby represent and warrant
      to
      the Buyer that:

     

    3.1. Organization
      and Good Standing.
      The
      Company is a limited liability company duly formed, validly existing and in
      good
      standing under the laws of the jurisdiction of its formation as set forth above
      and has all requisite power and authority to own, lease and operate its
      properties and to carry on its business as now conducted. The Company is duly
      qualified or authorized to do business and is in good standing under the laws
      of
      each jurisdiction in which it owns or leases real property and each other
      jurisdiction in which the conduct of its business or the ownership of its
      properties requires such qualification or authorization, except where failure
      to
      be so qualified would not have a material adverse effect on the business, assets
      or financial condition of the Company taken as a whole (“Material Adverse
      Effect”). 

     

    3.2. Authorization
      of Agreement.
      The
      Company and the Owners have all requisite power, authority and legal capacity
      to
      execute and deliver this Agreement, and each other agreement, document, or
      instrument or certificate contemplated by this Agreement or to be executed
      by
      the Company or the Owners in connection with the consummation of the
      transactions contemplated by this Agreement (together with this Agreement,
      the
“Company Documents”), and to consummate the transactions contemplated hereby and
      thereby. This Agreement has been, and each of the Company Documents will be
      at
      or prior to the Closing, duly and validly executed and delivered by the Company
      or the Owners and (assuming the due authorization, execution and delivery by
      the
      other parties hereto and thereto) this Agreement constitutes, and each of the
      Company Documents when so executed and delivered will constitute, legal, valid
      and binding obligations of the Company, enforceable against the Company or
      the
      Owners, as applicable, in accordance with their respective terms, subject to
      applicable bankruptcy, insolvency, reorganization, moratorium and similar laws
      affecting creditors’ rights and remedies generally, and subject, as to
      enforceability, to general principles of equity, including principles of
      commercial reasonableness, good faith and fair dealing (regardless of whether
      enforcement is sought in a proceeding at law or in equity).

     

    3.3. Formation.
      The
      Company is a limited liability company duly formed and validly subsisting under
      the laws of the State of Utah, and is in good standing with the office of the
      Secretary of State for the State of Utah.

     

    
      
        
        

      

      
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    3.4. Capitalization.
      The
      authorized capital of the Company consists of membership interests, which are
      referred to herein as “Units.” The Owners collectively own 100% of the Units,
      free and clear of any and all liens, charges or encumbrances or any kind or
      nature
      and no
      person, firm or corporation has any agreement, warrant or option or any right
      capable of becoming an agreement or option for the acquisition of Units or
      for
      the purchase, subscription or issuance of any of the unissued units in the
      capital of Company. When delivered to the Buyer the Units shall be validly
      issued and outstanding as fully paid and non-assessable and the Units shall
      be
      transferable upon the books and records of the Company, in all cases subject
      to
      the provisions and restrictions of all applicable securities laws.

     

    3.5. Conflicts;
      Consents of Third Parties. 

     

    (a) Except
      as
      set forth in Schedule 3.5(a), none of the execution and delivery by the Company
      or Owners of this Agreement and the Company Documents, the consummation of
      the
      transactions contemplated hereby or thereby, or compliance by the Company with
      any of the provisions hereof or thereof will (i) conflict with, or result in
      the
      breach of, any provision of the limited liability company agreement of the
      Company; (ii) conflict with, violate, result in the breach or termination of,
      or
      constitute a default under any note, bond, mortgage, indenture, license,
      agreement or other instrument or obligation to which the Company or any Owner
      is
      a party or by which any of them or any of their respective properties or assets
      is bound; (iii) violate any statute, rule, regulation, order or decree of any
      governmental body or authority by which the Company is bound; or (iv) result
      in
      the creation of any Lien upon the properties or assets of the Company except,
      in
      case of clauses (ii), (iii) and (iv), for such violations, breaches or defaults
      as would not, individually or in the aggregate, have a Material Adverse
      Effect.

     

    (b) No
      consent, waiver, approval, order, permit or authorization of, or declaration
      or
      filing with, or notification to, any person or Governmental Body is required
      on
      the part of the Company, the Company in connection with the execution and
      delivery of this Agreement or the Company Documents, or the compliance by the
      Company as the case may be, with any of the provisions hereof or
      thereof.

     

    3.6. Ownership
      of Assets.
      Company
      has good and marketable title to all of its assets free and clear of all
      mortgages, pledges, security interests, charges, liens, restrictions and
      encumbrances of any kind (collectively, “Liens”) whatsoever. The assets include
      all of the assets and properties held for use by Company to conduct its business
      as presently conducted and. All of the tangible assets are in good repair,
      have
      been well maintained and are in good operating condition, do not require any
      material modifications or repairs, and comply in all material respects with
      applicable laws, ordinances and regulations, ordinary wear and tear
      excepted. 

     

    3.7. Financial
      Statements.
      The
      Company has delivered or caused to be delivered to the Buyer copies of (i)
      the
      audited consolidated balance sheets of the Company as of August 31, 2007 and
      the
      related audited consolidated statements of income and of cash flows of the
      Company for the period from November 9, 2006 through August 31, 2007 and (ii)
      the unaudited but reviewed consolidated balance sheet of the Company as of
      September 30, 2007 and the related consolidated statements of income and cash
      flows of the Company for the nine-month period then ended (such audited and
      unaudited statements, including the related notes and schedules thereto, are
      referred to herein as the “Company Financial Statements”). Each of the Company
      Financial Statements is complete and correct in all material respects, has
      been
      and will be prepared in accordance with GAAP (subject to normal year-end
      adjustments in the case of the unaudited statements) and in conformity with
      the
      practices consistently applied by the Company without modification of the
      accounting principles used in the preparation thereof and will present fairly
      the financial position, results of operations and cash flows of the Company
      as
      at the dates and for the periods indicated. For the purposes hereof, the
      unaudited but reviewed consolidated balance sheet of the Company as of September
      30, 2007 is referred to as the “Company Balance Sheet” and September 30, 2007 is
      referred to as the “Company Balance Sheet Date”. 

     

    
      
        
        

      

      
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    3.8. No
      Undisclosed Liabilities.
      The
      Company has no indebtedness, obligations or liabilities of any kind (whether
      accrued, absolute, contingent or otherwise, and whether due or to become due)
      that would have been required to be reflected in, reserved against or otherwise
      described on the Company Balance Sheet or in the notes thereto in accordance
      with GAAP which was not fully reflected in, reserved against or otherwise
      described in the Company Balance Sheet or the notes thereto or was not incurred
      in the ordinary course of business consistent with past practice since the
      Company Balance Sheet Date. 

     

    3.9. Absence
      of Certain Developments.
      Except
      as expressly contemplated by this Agreement or as set forth on Schedule 3.9,
      since the Company Balance Sheet Date:

     

    (i) there
      has
      not been an event which had a Material Adverse Effect nor has there occurred
      any
      event which is reasonably likely to result in a Material Adverse
      Effect;

     

    (ii) there
      has
      not been any damage, destruction or loss, whether or not covered by insurance,
      with respect to the property and assets of the Company having a replacement
      cost
      of more than $10,000 for any single loss or $25,000 for all such
      losses;

     

    (iii) there
      has
      not been any declaration, setting aside or payment of any distribution in
      respect of any membership interest of the Company or any repurchase, redemption
      or other acquisition by the Company of any outstanding membership, or other
      ownership interest in, the Company;

     

    (iv) the
      Company has not awarded or paid any bonuses to employees of the Company with
      respect to the fiscal year ended 2006, except to the extent accrued on the
      Company Balance Sheet or entered into any employment, deferred compensation,
      severance or similar agreement (nor amended any such agreement) or agreed to
      increase the compensation payable or to become payable by it to any of the
      Company’s directors, officers, employees, agents or representatives or agreed to
      increase the coverage or benefits available under any severance pay, termination
      pay, vacation pay, company awards, salary continuation for disability, sick
      leave, deferred compensation, bonus or other incentive compensation, insurance,
      pension or other employee benefit plan, payment or arrangement made to, for
      or
      with such directors, officers, employees, agents or representatives (other
      than
      normal increases in the ordinary course of business consistent with past
      practice and that in the aggregate have not resulted in a material increase
      in
      the benefits or compensation expense of the Company);

     

    (v) there
      has
      not been any change by the Company in accounting or Tax reporting principles,
      methods or policies;

     

    (vi) the
      Company has not entered into any transaction or Contract or conducted its
      business other than in the ordinary course consistent with past
      practice;

     

    
      
        
        

      

      
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    (vii) the
      Company has not failed to promptly pay and discharge current liabilities except
      where disputed in good faith by appropriate proceedings;

     

    (viii) the
      Company has not made any loans, advances or capital contributions to, or
      investments in, any person or paid any fees or expenses to the Company or any
      Affiliate of the Company;

     

    (ix) the
      Company has not mortgaged, pledged or subjected to any Lien any of its assets,
      or acquired any assets or sold, assigned, transferred, conveyed, leased or
      otherwise disposed of any assets of the Company, except for assets acquired
      or
      sold, assigned, transferred, conveyed, leased or otherwise disposed of in the
      ordinary course of business consistent with past practice;

     

    (x) the
      Company has not discharged or satisfied any Lien, or paid any obligation or
      liability (fixed or contingent), except in the ordinary course of business
      consistent with past practice and which, in the aggregate, would not be material
      to the Company;

     

    (xi) the
      Company has not canceled or compromised any debt or claim or amended, canceled,
      terminated, relinquished, waived or released any Contract or right except in
      the
      ordinary course of business consistent with past practice and which, in the
      aggregate, would not be material to the Company;

     

    (xii) the
      Company has not made or committed to make any capital expenditures or capital
      additions or betterments in excess of $10,000 individually or $25,000 in the
      aggregate;

     

    (xiii) the
      Company has not instituted or settled any material legal proceeding;
      and

     

    (xiv) the
      Company has not agreed to do anything set forth in this Section
      3.9.

     

    3.10. Taxes.

     

    (a) Except
      as
      set forth on Schedule 3.10 (A) all Tax returns required to be filed by or on
      behalf of the Company have been properly prepared and duly and timely filed
      with
      the appropriate taxing authorities in all jurisdictions in which such Tax
      returns are required to be filed (after giving effect to any valid extensions
      of
      time in which to make such filings), and all such Tax returns were true,
      complete and correct in all material respects; (B) all Taxes payable by or
      on
      behalf of the Company or in respect of its income, assets or operations have
      been fully and timely paid, and adequate reserves or accruals for Taxes have
      been provided in the Company Balance Sheet with respect to any period for which
      Tax Returns have not yet been filed or for which Taxes are not yet due and
      owing; and (C) the Company has not executed or filed with the Internal Revenue
      Service (the “IRS”) or any other taxing authority any agreement, waiver or other
      document or arrangement extending or having the effect of extending the period
      for assessment or collection of Taxes (including, but not limited to, any
      applicable statute of limitation), and no power of attorney with respect to
      any
      Tax matter is currently in force. “Tax or Taxes” means all federal, state, local
      or other taxes or similar governmental charges, fees, levies or
      assessments.

     

    
      
        
        

      

      
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    (b) The
      Company has complied in all material respects with all applicable Laws (as
      defined in Section 3.18), rules and regulations relating to the payment and
      withholding of Taxes and has duly and timely withheld from employee salaries,
      wages and other compensation and has paid over to the appropriate taxing
      authorities all amounts required to be so withheld and paid over for all periods
      under all Laws.

     

    (c) Buyer
      has
      received complete copies of (A) all federal, state, local and foreign income
      or
      franchise Tax Returns of the Company and (B) any audit report issued within
      the
      last three (3) years relating to any material Taxes due from or with respect
      to
      the its income, assets or operations. All income and franchise Tax returns
      filed
      by or on behalf of the Company for the taxable years ended on the respective
      dates set forth on Schedule 3.10 have been examined by the relevant taxing
      authority or the statute of limitations with respect to such Tax Returns has
      expired.

     

    (d) Schedule
      3.10 lists all material types of Taxes paid and material types of Tax Returns
      filed by or on behalf of the Company. Except as set forth on Schedule 3.10,
      no
      claim has been made by a taxing authority in a jurisdiction where the Company
      does not file Tax Returns such that it is or may be subject to taxation by
      that
      jurisdiction. 

     

    (e) Except
      as
      set forth on Schedule 3.10, all deficiencies asserted or assessments made as
      a
      result of any examinations by the IRS or any other taxing authority of the
      Tax
      Returns of or covering or including the Company that are owed by the Company
      have been fully paid, and there are no other audits or investigations by any
      taxing authority in progress, nor has the Company received any written notice
      from any taxing authority that it intends to conduct such an audit or
      investigation. No issue has been raised in writing by a federal, state, local
      or
      foreign taxing authority in any current or prior examination which, by
      application of the same or similar principles, could reasonably be expected
      to
      result in a proposed deficiency for any subsequent taxable period.

     

    (f) Except
      as
      set forth on Schedule 3.10, the Company has not (A) agreed to or is not required
      to make any adjustments pursuant to Section 481(a) of the Code or any similar
      provision of state, local or foreign law by reason of a change in accounting
      method initiated by the Company or has any knowledge that the IRS has proposed
      any such adjustment or change in accounting method, or has any application
      pending with any taxing authority requesting permission for any changes in
      accounting methods that relate to the business or operations of the Company,
      (B)
      executed or entered into a closing agreement pursuant to Section 7121 of the
      Code or any predecessor provision thereof or any similar provision of state,
      local or foreign law with respect to the Company, or (C) requested any extension
      of time within which to file any Tax Return, which Tax Return has since not
      been
      filed within the period of limitations.

     

    (g) No
      property owned by the Company is (i) property required to be treated as being
      owned by another person pursuant to the provisions of Section 168(f)(8) of
      the
      Internal Revenue Code of 1954, as amended and in effect immediately prior to
      the
      enactment of the Tax Reform Act of 1986, (ii) constitutes “tax-exempt use
      property” within the meaning of Section 168(h)(1) of the Code or (iii) is
“tax-exempt bond financed property” within the meaning of Section 168(g) of the
      Code.

     

    
      
        
        

      

      
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    (h) The
      Company is not a foreign person within the meaning of Section 1445 of the
      Code.

     

    (i) The
      Company is not a party to any tax sharing or similar agreement or arrangement
      (whether or not written) pursuant to which it will have any obligation to make
      any payments after the Closing.

     

    (j) There
      is
      no contract, agreement, plan or arrangement covering any person that,
      individually or collectively, could give rise to the payment of any amount
      that
      would not be deductible by the Buyer, the Affiliates or their respective
      affiliates by reason of Section 280G of the Code, or would constitute
      compensation in excess of the limitation set forth in Section 162(m) of the
      Code.

     

    (k) The
      Company is not subject to any private letter ruling of the IRS or comparable
      rulings of other taxing authorities.

     

    (l) There
      are
      no liens as a result of any unpaid Taxes upon any of the assets of the
      Company.

     

    (m) Except
      as
      set forth on Schedule 3.10, the Company has no elections in effect for federal
      income tax purposes under Sections 108, 168, 441, 463, 472, 1017, 1033 or 4977
      of the Code.

     

    (n) The
      Company has never owned any subsidiaries and has never been a member of any
      consolidated, combined or affiliated group of corporations for any Tax
      purposes.

     

    3.11. Real
      Property.

     

    (a) Company
      does not own any interest in any real property. Schedule 3.11(a) sets forth
      a
      complete list of all real property and interests in real property leased by
      the
      Company (individually, a “Real Property Lease” and the real properties specified
      in such leases being referred to herein individually as a “Company Property” and
      collectively as the “Company Properties”) as lessee or lessor. The Company
      Property constitutes all interests in real property currently used or currently
      held for use in connection with the business of the Company and which are
      necessary for the continued operation of the business of the Company as such
      business is currently conducted. The Company has a valid and enforceable
      leasehold interest under each of the Real Property Leases, subject to applicable
      bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
      creditors’ rights and remedies generally and subject, as to enforceability, to
      general principles of equity (regardless of whether enforcement is sought in
      a
      proceeding at law or in equity), and Company has not received any written notice
      of any default or event that with notice or lapse of time, or both, would
      constitute a default by the Company under any of the Real Property Leases.
      All
      of the Company Property, buildings, fixtures and improvements thereon owned
      or
      leased by the Company are in good operating condition and repair (subject to
      normal wear and tear). The Company has delivered or otherwise made available
      to
      the Buyer true, correct and complete copies of the Real Property Leases,
      together with all amendments, modifications or supplements, if any,
      thereto.

     

    
      
        
        

      

      
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    (b) The
      Company has all material certificates of occupancy and permits of any
      Governmental Body necessary or useful for the current use and operation of
      each
      Company Property, and the Company has fully complied with all material
      conditions of the permits applicable to it. No default or violation, or event
      that with the lapse of time or giving of notice or both would become a default
      or violation, has occurred in the due observance of any permit. 

     

    (c) There
      does not exist any actual or, to the best knowledge of the Company, threatened
      or contemplated condemnation or eminent domain proceedings that affect any
      Company Property or any part thereof, and the Company has not received any
      notice, oral or written, of the intention of any Governmental Body or other
      person to take or use all or any part thereof.

     

    (d) The
      Company has not received any written notice from any insurance company that
      has
      issued a policy with respect to any Company Property requiring performance
      of
      any structural or other repairs or alterations to such Company
      Property.

     

    (e) The
      Company does not own or hold, and is not obligated under or a party to, any
      option, right of first refusal or other contractual right to purchase, acquire,
      sell, assign or dispose of any real estate or any portion thereof or interest
      therein.

     

    3.12. Tangible
      Personal Property.

     

    (a) Schedule
      3.12(a) sets forth all leases of personal property (“Personal Property Leases”)
      involving annual payments in excess of $10,000 relating to personal property
      used in the business of the Company or to which the Company is a party or by
      which the properties or assets of the Company is bound. The Company has
      delivered or otherwise made available to the Buyer true, correct and complete
      copies of the Personal Property Leases, together with all amendments,
      modifications or supplements thereto. 

     

    (b) The
      Company has a valid leasehold interest under each of the Personal Property
      Leases under which it is a lessee, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting creditors’ rights and
      remedies generally and subject, as to enforceability, to general principles
      of
      equity (regardless of whether enforcement is sought in a proceeding at law
      or in
      equity), and there is no default under any Personal Property Lease by the
      Company or, to the best knowledge of the Company, by any other party thereto,
      and no event has occurred that with the lapse of time or the giving of notice
      or
      both would constitute a default thereunder.

     

    (c) The
      Company has good and marketable title to all of the items of tangible personal
      property reflected in the Company Balance Sheet (except as sold or disposed
      of
      subsequent to the date thereof in the ordinary course of business consistent
      with past practice), free and clear of any and all liens other than as set
      forth
      on Schedule 3.12. All such items of tangible personal property which,
      individually or in the aggregate, are material to the operation of the business
      of the Company are in good condition and in a state of good maintenance and
      repair (ordinary wear and tear excepted) and are suitable for the purposes
      used.


     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    (d) All
      of
      the items of tangible personal property used by the Company under the Personal
      Property Leases are in good condition and repair (ordinary wear and tear
      excepted) and are suitable for the purposes used. 

     

    3.13. Intangible
      Property.
      The
      Company owns each patent, trademark, trade name, service mark and copyright
      for
      any and all intellectual property used by the Company as well as all
      registrations thereof and pending applications therefor, and each license or
      other agreement relating thereto. Except as set forth on Schedule 3.13, each
      of
      the foregoing is owned by the Company, free and clear of all mortgages, claims,
      liens, security interests, charges and encumbrances and is in good standing
      and
      not the subject of any challenge. There have been no claims made and the Company
      has not received any notice or otherwise knows or has reason to believe that
      any
      of the foregoing is invalid or conflicts with the asserted rights of others.
      The
      Company possesses, owns or licenses all patents, patent licenses, trade names,
      trademarks, service marks, brand marks, brand names, copyrights, know-how,
      formulate and other proprietary and trade rights necessary for the conduct
      of
      its business as now conducted, not subject to any restrictions and without
      any
      known conflict with the rights of others and has not forfeited or otherwise
      relinquished any such patent, patent license, trade name, trademark, service
      mark, brand mark, brand name, copyright, know-how, formulate or other
      proprietary right necessary for the conduct of its business as conducted on
      the
      date hereof. The Company is under no obligation to pay any royalties or similar
      payments in connection with any license to any Affiliate thereof. As used in
      this Agreement, “Affiliate” means, with respect to any person, any other person
      directly or indirectly controlling, controlled by or under common control with
      such person and for purposes of individuals, Affiliates would include an
      individual’s spouse and minor children.

     

    3.14. Material
      Contracts.
      Schedule
      3.14 sets forth all of the following Contracts to which the Company is a party
      or by which it is bound (collectively, the “Material Contracts”): (i) Contracts
      with any current officer or director of the Company; (ii) Contracts with any
      labor union or association representing any employee of the Company; (iii)
      Contracts pursuant to which any party is required to purchase or sell a stated
      portion of its requirements or output from or to another party; (iv) Contracts
      for the sale of any of the assets of the Company other than in the ordinary
      course of business or for the grant to any person of any preferential rights
      to
      purchase any of its assets; (v) joint venture agreements; (vi) material
      Contracts containing covenants of the Company not to compete in any line of
      business or with any person in any geographical area or covenants of any other
      person not to compete with the Company in any line of business or in any
      geographical area; (vii) Contracts relating to the acquisition by the Company
      of
      any operating business or the capital stock of any other person; (viii)
      Contracts relating to the borrowing of money; or (ix) any other Contracts,
      other
      than Real Property Leases, which involve the expenditure of more than $25,000
      in
      the aggregate or $10,000 annually or require performance by any party more
      than
      one year from the date hereof. There have been made available to the Buyer,
      its
      affiliates and their representatives true and complete copies of all of the
      Material Contracts. Except as set forth on Schedule 3.14, all of the Material
      Contracts and other agreements are in full force and effect and are the legal,
      valid and binding obligation of the Company, enforceable against it in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting creditors’ rights and
      remedies generally and subject, as to enforceability, to general principles
      of
      equity (regardless of whether enforcement is sought in a proceeding at law
      or in
      equity). Except as set forth on Schedule 3.14, the Company is not in default
      in
      any material respect under any Material Contracts, nor, to the knowledge of
      the
      Company, is any other party to any Material Contract in default thereunder
      in
      any material respect.

     

    
      
        
        

      

      
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    3.15. Employee
      Benefits.

     

    (a) Schedule
      3.15(a) sets forth a complete and correct list of (i) all “employee benefit
      plans”, as defined in Section 3(3) of the Employee Retirement Income Security
      Act of 1974, as amended (“ERISA”), and any other pension plans or employee
      benefit arrangements, programs or payroll practices (including, without
      limitation, severance pay, vacation pay, company awards, salary continuation
      for
      disability, sick leave, retirement, deferred compensation, bonus or other
      incentive compensation, stock purchase arrangements or policies,
      hospitalization, medical insurance, life insurance and scholarship programs)
      maintained by the Company or to which the Company contributes or is obligated
      to
      contribute thereunder with respect to employees of the Company (“Employee
      Benefit Plans”) and (ii) all “employee pension plans”, as defined in Section
      3(2) of ERISA, maintained by the Company or any trade or business (whether
      or
      not incorporated) which are under control, or which are treated as a single
      employer, with Company under Section 414(b), (c), (m) or (o) of the Code (“ERISA
      Affiliate”) or to which the Company or any ERISA Affiliate contributed or is
      obligated to contribute thereunder (“Pension Plans”). Schedule 3.15(a)
      identifies, in separate categories, Employee Benefit Plans or Pension Plans
      that
      are (i) subject to Section 4063 and 4064 of ERISA (“Multiple Employer Plans”),
      (ii) multiemployer plans (as defined in Section 4001(a)(3) of ERISA)
      (“Multiemployer Plans”) or (iii) “Benefit Plans”, within the meaning of Section
      5000(b)(1) of the Code providing continuing benefits after the termination
      of
      employment (other than as required by Section 4980B of the Code or Part 6 of
      Title I of ERISA and at the former employee’s or his beneficiary’s sole
      expense).

     

    (b) Each
      of
      the Employee Benefit Plans and Pension Plans intended to qualify under Section
      401 of the Code (“Qualified Plans”) so qualifies and the trusts maintained
      thereto are exempt from federal income taxation under Section 501 of the Code,
      and, except as disclosed on Schedule 3.15(b), nothing has occurred with respect
      to the operation of any such plan which could cause the loss of such
      qualification or exemption or the imposition of any liability, penalty or tax
      under ERISA or the Code.

     

    (c) All
      contributions and premiums required by Law or by the terms of any Employee
      Benefit Plan or Pension Plan which are money purchase plans or any agreement
      relating thereto have been timely made (without regard to any waivers granted
      with respect thereto) to any funds or trusts established thereunder or in
      connection therewith, and no accumulated funding deficiencies exist in any
      of
      such plans subject to Section 412 of the Code.

     

    (d) No
      Employee Benefit Plans and Pension Plans are subject to Title IV of
      ERISA.

     

    (e) Each
      of
      the Employee Benefit Plans and Pension Plans has been maintained, in all
      material respects, in accordance with its terms and all provisions of applicable
      Law.

     

    
      
        
        

      

      
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    3.16. Labor.

     

    (a) Except
      as
      set forth on Schedule 3.16(a), the Company is not party to any labor or
      collective bargaining agreement and there are no labor or collective bargaining
      agreements which pertain to employees of the Company. The Company has delivered
      or otherwise made available to the Buyer true, correct and complete copies
      of
      the labor or collective bargaining agreements listed on Schedule 3.16(a),
      together with all amendments, modifications or supplements thereto.

     

    (b) Except
      as
      set forth on Schedule 3.16(b), no employees of the Company are represented
      by
      any labor organization. No labor organization or group of employees of the
      Company has made a pending demand for recognition, and there are no
      representation proceedings or petitions seeking a representation proceeding
      presently pending or, to the best knowledge of the Company, threatened to be
      brought or filed, with the National Labor Relations Board or other labor
      relations tribunal. There is no organizing activity involving the Company
      pending or, to the best knowledge of the Company, threatened by any labor
      organization or group of employees of the Company.

     

    (c) There
      are
      no (i) strikes, work stoppages, slowdowns, lockouts or arbitrations or (ii)
      material grievances or other labor disputes pending or, to the best knowledge
      of
      the Company, threatened against or involving the Company. There are no unfair
      labor practice charges, grievances or complaints pending or, to the best
      knowledge of the Company, threatened by or on behalf of any employee or group
      of
      employees of the Company.

     

    3.17. Litigation.
      Except
      as set forth in Schedule 3.17, there is no suit, action, proceeding,
      investigation, claim or order pending or, to the knowledge of the Company,
      overtly threatened against the Company (or to the knowledge of the Company,
      pending or threatened, against any of the officers, directors or key employees
      of the Company with respect to their business activities on behalf of the
      Company, or to which the Company is otherwise a party, which, if adversely
      determined, would have a Material Adverse Effect, before any court, or before
      any governmental department, commission, board, agency, or instrumentality;
      nor
      to the knowledge of the Company is there any reasonable basis for any such
      action, proceeding, or investigation. The Company is not subject to any
      judgment, order or decree of any court or governmental agency except to the
      extent the same are not reasonably likely to have a Material Adverse Effect
      and
      is not engaged in any legal action to recover monies due it or for damages
      sustained by it. 

     

    3.18. Compliance
      with Laws; Permits. Except
      as
      set forth in Schedule 3.18, the Company is in compliance with all federal,
      state
      and local statutes, laws, rules, regulations, orders and ordinances (“Laws”)
      applicable to it or to the conduct of its business or operations or the use
      of
      its properties (including any leased properties) and assets, except for such
      non-compliances as would not, individually or in the aggregate, have a Material
      Adverse Effect. The Company has all governmental permits and approvals from
      state, federal or local authorities which are required for it to operate its
      business, except for those the absence of which would not, individually or
      in
      the aggregate, have a Material Adverse Effect. 

     

    3.19. Environmental
      Matters.
      Except
      as set forth on Schedule 3.19 hereto:

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    (a) the
      operations of the Company are in compliance with all applicable laws promulgated
      by any governmental entity which prohibit, regulate or control any hazardous
      material or hazardous material activity (“Environmental Laws”) and all permits
      issued pursuant to Environmental Laws or otherwise;

     

    (b) the
      Company has obtained all permits required under all applicable Environmental
      Laws necessary to operate its business;

     

    (c) the
      Company is not the subject of any outstanding written order or Contract with
      any
      governmental authority or person respecting (i) Environmental Laws, (ii)
      remedial action or (iii) any release or threatened release of a Hazardous
      Material (“Release”);

     

    (d) the
      Company has not received any written communication alleging either or both
      that
      it may be in violation of any Environmental Law, or any permit issued pursuant
      to Environmental Law, or may have any liability under any Environmental
      Law;

     

    (e) the
      Company does not have any current contingent liability in connection with any
      Release into the indoor or outdoor environment (whether on-site or
      off-site);

     

    (f) there
      are
      no investigations of the business, operations, or currently or previously owned,
      operated or leased property of the Company pending or, to the Company’s
      knowledge, threatened which could lead to the imposition of any liability
      pursuant to Environmental Law;

     

    (g) to
      the
      Company’s knowledge, there is not located at any of the properties of the
      Company any (i) underground storage tanks, (ii) asbestos-containing material
      or
      (iii) equipment containing polychlorinated biphenyls; and,

     

    (h) the
      Company has provided to the Buyer all environmentally related audits, studies,
      reports, analyses, and results of investigations that have been performed with
      respect to the currently or previously owned, leased or operated properties
      of
      the Company.

     

    3.20. Insurance.
      Schedule
      3.20 sets forth a complete and accurate list of all policies of insurance of
      any
      kind or nature covering the Company or any of its employees, properties or
      assets, including, without limitation, policies of life, disability, fire,
      theft, workers compensation, employee fidelity and other casualty and liability
      insurance. All such policies are in full force and effect, and, to the Company’s
      knowledge, it is not in default of any provision thereof, except for such
      defaults as would not, individually or in the aggregate, have a Material Adverse
      Effect. 

     

    3.21. Inventories;
      Receivables; Payables.

     

    (a) The
      inventories of the Company are in good and marketable condition, and are
      saleable in the ordinary course of business.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (b) All
      accounts receivable of the Company have arisen from bona fide transactions
      in
      the ordinary course of business consistent with past practice. All accounts
      receivable of the Company reflected on the Company Balance Sheet are good and
      collectible at the aggregate recorded amounts thereof, net of any applicable
      reserve for returns or doubtful accounts reflected thereon, which reserves
      are
      adequate and were calculated in a manner consistent with past practice and
      in
      accordance with GAAP consistently applied. All accounts receivable arising
      after
      the Company Balance Sheet Date are good and collectible at the aggregate
      recorded amounts thereof, net of any applicable reserve for returns or doubtful
      accounts, which reserves are adequate and were calculated in a manner consistent
      with past practice and in accordance with GAAP consistently applied. The parties
      agree and acknowledge that Buyer’s sole remedy for a breach of this
      representation and warranty shall be to require Company to repurchase
      uncollected accounts receivable.

     

    (c) All
      accounts payable of the Company reflected in the Company Balance Sheet or
      arising after the date thereof are the result of bona fide transactions in
      the
      ordinary course of business and have been paid or are not yet due and
      payable.

     

    3.22. Customers
      and Suppliers.
      Schedule
      3.22 sets forth a list of the twenty (20) largest customers and the twenty
      (20)
      largest suppliers of the Company, as measured by the dollar amount of purchases
      therefrom or thereby, during each of the fiscal years ended 2007 and 2006,
      showing the approximate total sales by the Company to each such customer and
      the
      approximate total purchases by the Company from each such supplier, during
      such
      period. Since the Company Balance Sheet Date, there has not been any material
      adverse change in the business relationship of the Company with any customer
      or
      supplier listed on Schedule 3.22.

     

    3.23. Banks.
      Schedule
      3.23 contains a complete and correct list of the names and locations of all
      banks in which the Company has accounts or safe deposit boxes and the names
      of
      all persons authorized to draw thereon or to have access thereto. Except as
      set
      forth on Schedule 3.23, no person holds a power of attorney to act on behalf
      of
      the Company.

     

    3.24. No
      Misrepresentations.
      No
      representation or warranty of the Company contained in this Agreement or in
      any
      schedule hereto or in any certificate or other instrument furnished by the
      Company to the Buyer pursuant to the terms hereof, taken as a whole, contains
      any untrue statement of a material fact or omits to state a material fact
      necessary to make the statements contained herein or therein not
      misleading.

     

    3.25. Financial
      Advisors.
      No
      person has acted, directly or indirectly, as a broker, finder or financial
      advisor for the Company in connection with the transactions contemplated by
      this
      Agreement and no person is entitled to any fee or commission or like payment
      in
      respect thereof.

     

    3.26. Investment
      Intention.
      The
      Owners are acquiring the Common Stock for their own account, for investment
      purposes only and not with a view to the distribution (as such term is used
      in
      Section 2(11) of the Securities Act of 1933. The Owners understands that the
      Common Stock has not been registered under the Securities Act and cannot be
      sold
      unless subsequently registered under the Securities Act or an exemption from
      such registration is available.

     

    3.27. Accredited
      Investor.
      The
      Owners are each an “accredited investor” within the meaning of Rule 501
      promulgated under the Securities Act. The Owners are in a financial position
      to
      hold the Common Stock and is able to bear the economic risk and withstand a
      complete loss of the Owners’ investment in the Common Stock. The Owners
      recognize that the Common Stock involves a high degree of risk. Each of the
      Owners is a sophisticated investor, able to fend for himself in the transaction
      contemplated by this Agreement, and has such knowledge and experience in
      financial and business matters that the Owners are capable of evaluating the
      merits and risks of the prospective investment in the Common Stock. 

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    3.28. Patriot
      Act.
      The
      Company certifies that, to the best of the Company’s knowledge, the Company has
      not been designated, and is not owned or controlled, by a “suspected terrorist”
as defined in Executive Order 13224. The Company hereby acknowledges that the
      Buyer seeks to comply with all applicable Laws concerning money laundering
      and
      related activities. In furtherance of those efforts, the Company hereby
      represents, warrants and agrees that: (i) none of the cash or property owned
      by
      the Company has been or shall be derived from, or related to, any activity
      that
      is deemed criminal under United States law; and (ii) no contribution or payment
      by the Company has, and this Agreement will not, cause the Company to be in
      violation of the United States Bank Secrecy Act, the United States International
      Money Laundering Control Act of 1986 or the United States International Money
      Laundering Abatement and Anti-Terrorist Financing Act of 2001. 

     

    ARTICLE
      IV.

    REPRESENTATIONS
      AND WARRANTIES OF
      BUYER

     

    The
      Buyer
      represents and warrants that:

     

    4.1. Organization
      and Good Standing. The
      Buyer
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Nevada; and

     

    4.2. Authorization
      of Agreement. The
      Buyer
      has full corporate power and authority to execute and deliver this Agreement,
      the Employment Agreement and each other agreement, document, instrument or
      certificate contemplated by this Agreement or to be executed by the Buyer in
      connection with the consummation of the transactions contemplated hereby and
      thereby (the “Buyer Documents”), and to consummate the transactions contemplated
      hereby and thereby. The execution, delivery and performance by the Buyer of
      this
      Agreement and each Buyer Document have been duly authorized by all necessary
      corporate action on behalf of the Buyer. This Agreement has been, and each
      Buyer
      Document will be at or prior to the Closing, duly executed and delivered by
      the
      Buyer and (assuming the due authorization, execution and delivery by the other
      parties hereto and thereto) this Agreement constitutes, and each Buyer Document
      when so executed and delivered will constitute, legal, valid and binding
      obligations of the Buyer, enforceable against the Buyer in accordance with
      their
      respective terms, subject to applicable bankruptcy, insolvency, reorganization,
      moratorium and similar laws affecting creditors’ rights and remedies generally,
      and subject, as to enforceability, to general principles of equity, including
      principles of commercial reasonableness, good faith and fair dealing (regardless
      of whether enforcement is sought in a proceeding at law or in
      equity).

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    4.3. Conflicts;
      Consents of Third Parties. 

     

    (a) Except
      as
      set forth on Schedule 4.3 hereto, neither of the execution and delivery by
      the
      Buyer of the Buyer Documents, nor the compliance by the Buyer with any of the
      provisions hereof or thereof will (i) conflict with, or result in the breach
      of,
      any provision of the certificate of incorporation, or certificate of
      incorporation or by-laws of the Buyer, (ii) conflict with, violate, result
      in
      the breach of, or constitute a default under any note, bond, mortgage,
      indenture, license, agreement or other obligation to which the Buyer is a party
      or by which the Buyer, or its properties or assets are bound or (iii) violate
      any statute, rule, regulation, order or decree of any governmental body or
      authority by which the Buyer is bound, except, in the case of clauses (ii)
      and
      (iii), for such violations, breaches or defaults as would not, individually
      or
      in the aggregate, have a Material Adverse Effect on the business, properties,
      results of operations, prospects, conditions (financial or otherwise) of the
      Buyer and its subsidiaries, taken as a whole.

     

    (b) No
      consent, waiver, approval, order, permit or authorization of, or declaration
      or
      filing with, or notification to, any person or Governmental Body is required
      on
      the part of the Buyer in connection with the execution and delivery of this
      Agreement or the Buyer Documents or the compliance by Buyer with any of the
      provisions hereof or thereof.

     

    4.4. Litigation.
      There
      are no legal proceedings pending or, to the best knowledge of the Buyer,
      threatened that are reasonably likely to prohibit or restrain the ability of
      the
      Buyer to enter into this Agreement or consummate the transactions contemplated
      hereby.

     

    4.5. Financial
      Advisors.
      Except
      as set forth on Schedule 4.5, no person has acted, directly or indirectly,
      as a
      broker, finder or financial advisor for the Buyer in connection with the
      transactions contemplated by this Agreement and no person is entitled to any
      fee
      or commission or like payment in respect thereof.

     

    4.6. Investment
      Intention.
      The
      Buyer is acquiring the Units for their own account, for investment purposes
      only
      and not with a view to the distribution (as such term is used in Section 2(11)
      of the Securities Act of 1933. The Buyer understands that the Units have not
      been registered under the Securities Act and cannot be sold unless subsequently
      registered under the Securities Act or an exemption from such registration
      is
      available.

     

    4.7. Accredited
      Investor.
      The
      Buyer is an “accredited investor” within the meaning of Rule 501 promulgated
      under the Securities Act. The Buyer is in a financial position to hold the
      Units
      and is able to bear the economic risk and withstand a complete loss of the
      Buyers’ investment in the Units. The Buyer recognizes that the Units involve a
      high degree of risk. The Buyer is a sophisticated investor, able to fend for
      itself in the transaction contemplated by this Agreement, and has such knowledge
      and experience in financial and business matters that the Buyer is capable
      of
      evaluating the merits and risks of the prospective investment in the Units.
      

     

    4.8. Patriot
      Act.
      The
      Buyer certifies that, to the best of the Buyer’s knowledge, the Buyer has not
      been designated, and is not owned or controlled, by a “suspected terrorist” as
      defined in Executive Order 13224. The Buyer hereby acknowledges that the Company
      seeks to comply with all applicable Laws concerning money laundering and related
      activities. In furtherance of those efforts, the Buyer hereby represents,
      warrants and agrees that: (i) none of the cash or property owned by the Company
      has been or shall be derived from, or related to, any activity that is deemed
      criminal under United States law; and (ii) no contribution or payment by the
      Buyer has, and this Agreement will not, cause the Buyer to be in violation
      of
      the United States Bank Secrecy Act, the United States International Money
      Laundering Control Act of 1986 or the United States International Money
      Laundering Abatement and Anti-Terrorist Financing Act of 2001.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    4.9. No
      Knowledge of Breaches.
      Buyer
      does not have actual knowledge of any breach of any representation and warranty
      made by Company and the Owners hereunder.

     

    ARTICLE
      V.

    COVENANTS

     

    5.1. Access
      to Information.
      The
      Company and Owners agree that, prior to the Closing Date, the Buyer shall be
      entitled, through its officers, employees and representatives (including,
      without limitation, its legal advisors and accountants), to make such
      investigation of the properties, businesses and operations of the Company and
      such examination of the books, records and financial condition of the Company
      as
      it reasonably requests and to make extracts and copies of such books and
      records. Any such investigation and examination shall be conducted during
      regular business hours and under reasonable circumstances, and the Company
      shall
      cooperate fully therein. No investigation by the Buyer prior to or after the
      date of this Agreement shall diminish or obviate any of the representations,
      warranties, covenants or agreements of the Company contained in the Company
      Documents. In
      order
      that the Buyer may have full opportunity to make such physical, business,
      accounting and legal review, examination or investigation as it may reasonably
      request of the affairs of the Company, Company shall cause its officers,
      employees, consultants, agents, accountants, attorneys and other representatives
      to cooperate fully with such representatives in connection with such review
      and
      examination.

     

    5.2. Conduct
      of the Business Pending the Closing.

     

    (a) Except
      as
      otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Buyer, the Company shall:

     

    (i) conduct
      its business only in the ordinary course consistent with past
      practice;

     

    (ii) use
      its
      best efforts to (A) preserve its present business operations, organization
      (including, without limitation, management and the sales force) and goodwill
      and
      (B) preserve its present relationship with persons having business dealings
      with
      it;

     

    (iii) maintain
      (A) all of its assets and properties in their current condition, ordinary wear
      and tear excepted and (B) insurance upon all of its properties and assets in
      such amounts and of such kinds comparable to that in effect on the date of
      this
      Agreement;

     

    (iv) (A)
      maintain its books, accounts and records in the ordinary course of business
      consistent with past practices, (B) continue to collect accounts receivable
      and
      pay accounts payable utilizing normal procedures and without discounting or
      accelerating payment of such accounts, and (C) comply with all contractual
      and
      other obligations applicable to its operation; and

     

    (v) comply
      in
      all material respects with applicable Laws.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (b) Except
      as
      otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Buyer, the Company shall not:

     

    (i) except
      for trade payables and for indebtedness for borrowed money incurred in the
      ordinary course of business and consistent with past practice, borrow monies
      for
      any reason or draw down on any line of credit or debt obligation, or become
      the
      guarantor, surety, endorser or otherwise liable for any debt, obligation or
      liability (contingent or otherwise) of any other person; 

     

    (ii) subject
      to any Lien (except for liens that do not materially impair the use of the
      property subject thereto in their respective businesses as presently conducted),
      any of its properties or assets (whether tangible or intangible);

     

    (iii) acquire
      any material properties or assets or sell, assign, transfer, convey, lease
      or
      otherwise dispose of any of its material properties or assets (except for fair
      consideration in the ordinary course of business consistent with past
      practice);

     

    (iv) cancel
      or
      compromise any debt or claim or waive or release any material right except
      in
      the ordinary course of business consistent with past practice;

     

    (v) enter
      into any commitment for capital expenditures in excess of $10,000 for any
      individual commitment and $25,000 for all commitments in the
      aggregate;

     

    (vi) introduce
      any material change with respect to its operation, including any material change
      in the types, nature, composition or quality of its products or services,
      experience any material change in any contribution of its product lines to
      its
      revenues or net income, or, other than in the ordinary course of business,
      make
      any change in product specifications or prices or terms of distributions of
      such
      products; 

     

    (vii) enter
      into any transaction or make or enter into any Contract which by reason of
      its
      size or otherwise is not in the ordinary course of business consistent with
      past
      practice;

     

    (viii) enter
      into or agree to enter into any merger or consolidation with, any corporation
      or
      other entity, and not engage in any new business or invest in, make a loan,
      advance or capital contribution to, or otherwise acquire the securities of
      any
      other person;

     

    (ix) except
      for transfers of cash pursuant to normal cash management practices, make any
      investments in or loans to, or pay any fees or expenses to, or enter into or
      modify any contract with any Affiliate; or

     

    (x) agree
      to
      do anything prohibited by this Section 5.2 or anything which would make any
      of
      the representations and warranties of the Company in this Agreement or the
      Company Documents untrue or incorrect in any material respect as of any time
      through and including the Closing Date.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    5.3. Consents.
      The
      Company shall use its best efforts, and the Buyer shall cooperate with the
      Company, to obtain at the earliest practicable date all consents and approvals
      required to consummate the transactions contemplated by this Agreement,
      including, without limitation, the consents and approvals referred to in Section
      3.5(b) hereof; provided, however, that neither the Company nor the Buyer shall
      be obligated to pay any consideration therefor to any third party from whom
      consent or approval is requested.

     

    5.4. Other
      Actions.
      Each of
      the Company, Owners and Buyer shall use its best efforts to (i) take all actions
      necessary or appropriate to consummate the transactions contemplated by this
      Agreement and (ii) cause the fulfillment at the earliest practicable date of
      all
      of the conditions to their respective obligations to consummate the transactions
      contemplated by this Agreement.

     

    5.5. No
      Solicitation.
      The
      Company will not, and will not cause or permit any of its members, officers,
      employees, representatives or agents (collectively, the “Representatives”) to,
      directly or indirectly, (i) discuss, negotiate, undertake, authorize, recommend,
      propose or enter into, either as the proposed surviving, merged, acquiring
      or
      acquired corporation, any transaction involving a merger, consolidation,
      business combination, purchase or disposition of any amount of the assets or
      capital stock or other equity interest in it other than the transactions
      contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate,
      encourage, solicit or initiate discussions, negotiations or submissions of
      proposals or offers in respect of an Acquisition Transaction, (iii) furnish
      or
      cause to be furnished, to any person, any information concerning its business,
      operations, properties or assets in connection with an Acquisition Transaction,
      or (iv) otherwise cooperate in any way with, or assist or participate in,
      facilitate or encourage, any effort or attempt by any other person to do or
      seek
      any of the foregoing. The Company will inform the Buyer in writing immediately
      following the receipt by the Company or any Representative of any proposal
      or
      inquiry in respect of any Acquisition Transaction.

     

    5.6. Preservation
      of Records.
      The
      Company, Owners and the Buyer agree that each of them shall preserve and keep
      the records held by it relating to the business of the Company for a period
      of
      three years from the Closing Date (six years with respect to tax related
      records) and shall make such records and personnel available to the other as
      may
      be reasonably required by such party in connection with, among other things,
      preparation of financial statements, disclosure of information to the Securities
      and Exchange Commission, stock exchange or similar entity, any insurance claims
      by, legal proceedings against or governmental investigations of the Company,
      the
      Buyer or any of their Affiliates or in order to enable the Company or the Buyer
      to comply with their respective obligations under this Agreement, the Employment
      Agreements and each other agreement, document or instrument contemplated hereby
      or thereby. In the event the Company or the Buyer wishes to destroy such records
      after that time, such party shall first give ninety (90) days prior written
      notice to the other and such other party shall have the right at its option
      and
      expense, upon prior written notice given to such party within that ninety (90)
      day period, to take possession of the records within one hundred and eighty
      (180) days after the date of such notice.

     

    5.7. Publicity.
      Neither
      the Company, the Owners nor the Buyer shall issue any press release or public
      announcement concerning this Agreement or the transactions contemplated hereby
      without obtaining the prior written approval of the other party hereto, which
      approval will not be unreasonably withheld or delayed, unless, in the sole
      judgment of the Buyer or the Company, disclosure is otherwise required by
      applicable Law or by the applicable rules of any stock exchange on which the
      Buyer or the Company lists securities, provided that, to the extent required
      by
      applicable Law, the party intending to make such release shall use its best
      efforts consistent with such applicable Law to consult with the other party
      with
      respect to the text thereof. 

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    5.8. Use
      of Name.
      The
      Company hereby agrees that upon the consummation of the transactions
      contemplated hereby, the Buyer shall have the sole right to the use of the
      name
“Investment Tools and Training” and variations thereof and the Company shall
      not, and shall not cause or permit any Affiliate to use such name or any
      variation or simulation thereof. 

     

    5.9. Board
      Appointments.
      The
      Buyer hereby agrees that upon the consummation of the transactions contemplated
      hereby, the Owners shall have the right to nominate two independent qualified
      individuals to serve as members of the Board of Directors of the Buyer and
      that
      the Buyer shall take all actions necessary to elect, or have elected, such
      individuals. Notwithstanding the foregoing, the Buyer shall have the right
      to
      determine the qualifications of such individuals nominated by the
      Owners.

     

    ARTICLE
      VI.

    CONDITIONS
      TO CLOSING

     

    6.1. Conditions
      Precedent to Obligations of Buyer.
      The
      obligation of the Buyer to consummate the transactions contemplated by this
      Agreement is subject to the fulfillment, on or prior to the Closing Date, of
      each of the following conditions (any or all of which may be waived by the
      Buyer
      in whole or in part to the extent permitted by applicable Law):

     

    (a) all
      representations and warranties of the Company and Owners contained herein shall
      be true and correct as of the Closing Date;

     

    (b) all
      representations and warranties of the Company contained herein qualified as
      to
      materiality shall be true and correct, and the representations and warranties
      of
      the Company contained herein not qualified as to materiality shall be true
      and
      correct in all material respects, at and as of the Closing Date with the same
      effect as though those representations and warranties had been made again at
      and
      as of that time;

     

    (c) the
      Company shall have performed and complied in all material respects with all
      obligations and covenants required by this Agreement to be performed or complied
      with by it on or prior to the Closing Date;

     

    (d) the
      Buyer
      shall have been furnished with certificates (dated the Closing date and in
      form
      and substance reasonably satisfactory to the Buyer) executed by the Company
      certifying as to the fulfillment of the conditions specified in Sections 6.1(a),
      6.1(b) and 6.1(c) hereof;

     

    (e) the
      Buyer
      shall have obtained all consents and waivers referred to in Section 4.3 hereof
      with respect to the transactions contemplated by this Agreement and the Buyer
      Documents;

     

    (f) there
      shall not have been or occurred any event which will have a Material Adverse
      Effect;

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    (g) the
      Company shall have obtained all consents and waivers referred to in Section
      3.5
      hereof, in a form reasonably satisfactory to the Buyer, with respect to the
      transactions contemplated by this Agreement and the Company
      Documents;

     

    (h) no
      legal
      proceedings shall have been instituted or threatened or claim or demand made
      against the Company or the Buyer seeking to restrain or prohibit or to obtain
      substantial damages with respect to the consummation of the transactions
      contemplated hereby, and there shall not be in effect any order by a
      Governmental Body of competent jurisdiction restraining, enjoining or otherwise
      prohibiting the consummation of the transactions contemplated
      hereby;

     

    (i) the
      Buyer
      shall have completed its due diligence review of the operations Company, and
      the
      results of such review shall be satisfactory to the Buyer in its sole and
      absolute discretion;

     

    (j) the
      Buyer
      shall have obtained the financing required to consummate the transaction
      contemplated hereunder on terms reasonably satisfactory to it; 

     

    (k) the
      Buyer
      shall have received disclosure schedules required pursuant to Article 3 hereof,
      which shall be reasonably satisfactory to the Buyer; and

     

    6.2. Conditions
      Precedent to Obligations of the Company and Owners.
      The
      obligations of the Company and Owners to consummate the transactions
      contemplated by this Agreement are subject to the fulfillment, prior to or
      on
      the Closing Date, of each of the following conditions (any or all of which
      may
      be waived by the Company in whole or in part to the extent permitted by
      applicable law):

     

    (a) all
      representations and warranties of the Buyer contained herein shall be true
      and
      correct as of the date hereof;

     

    (b) all
      representations and warranties of the Buyer contained herein qualified as to
      materiality shall be true and correct, and all representations and warranties
      of
      the Buyer contained herein not qualified as to materiality shall be true and
      correct in all material respects, at and as of the Closing Date with the same
      effect as though those representations and warranties had been made again at
      and
      as of that date;

     

    (c) the
      Buyer
      shall have performed and complied in all material respects with all obligations
      and covenants required by this Agreement to be performed or complied with by
      Buyer on or prior to the Closing Date;

     

    (d) the
      Company shall have been furnished with certificates (dated the Closing Date
      and
      in form and substance reasonably satisfactory to the Company) executed by the
      Chief Executive Officer and Chief Financial Officer of the Buyer certifying
      as
      to the fulfillment of the conditions specified in Sections 6.2(a), 6.2(b) and
      6.2(c), and resolutions of the Board of Directors of the Buyer authorizing
      the
      acquisition of the Company;

     

    (e) Nicholas
      S. Maturo and Ryan Smith shall enter into a Voting and Support Agreement with
      Newsgrade Corporation, a shareholder of the Buyer, pursuant to which Mr. Maturo
      and Mr. Smith shall be granted a proxy with the right vote the shares of common
      stock of the Buyer owned by Newsgrade Corporation; and

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (f) there
      shall not be in effect any order by a Governmental Body of competent
      jurisdiction restraining, enjoining or otherwise prohibiting the consummation
      of
      the transactions contemplated hereby.

     

    ARTICLE
      VII.

    DOCUMENTS
      TO BE DELIVERED

     

    7.1. Documents
      to be Delivered by the Company and/or the Owners.
      At the
      Closing, the Company and/or the Owners shall deliver, or cause to be delivered,
      to the Buyer the following:

     

    (a) an
      amended and restated operating agreement for the Company and any other necessary
      documentation reflecting the transfer of the Units, duly executed;

     

    (b) copies
      of
      all consents and waivers referred to in Section 6.1(g) hereof;

     

    (c) Employment
      Agreements, substantially in the form of Exhibit B hereto, duly executed;


     

    (d) Registration
      Rights Agreement, substantially in the form of Exhibit C hereto, duly executed;
      

     

    (e) Lock
      Up
      Agreement, substantially in the form of Exhibit D hereto, duly executed by
      each
      of the Owners; and

     

    (f) such
      other documents as the Buyer shall reasonably request.

     

    7.2. Documents
      to be Delivered by the Buyer.
      At the
      Closing, the Buyer shall deliver to the Company the following:

     

    (a) the
      Common Stock pursuant to in Section 1.2(b)(i) hereof;

     

    (b) the
      certificates and resolutions referred to in Section 6.2(d) hereof;

     

    (c) Employment
      Agreements, substantially in the form of Exhibit B hereto, duly executed;


     

    (d) Registration
      Rights Agreement, substantially in the form of Exhibit C hereto, duly executed;
      and

     

    (e) such
      other documents as the Company shall reasonably request.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VIII.

    INDEMNIFICATION

     

    8.1. Indemnification.

     

    (a) Subject
      to Section 8.2 hereof, the Company and the Owners hereby agree to defend,
      indemnify and hold the Buyer and its directors, officers, employees, Affiliates,
      agents, successors and assigns (collectively, the “Buyer Indemnified Parties”)
      harmless from and against:

     

    (i) any
      and
      all liabilities of the Company of every kind, nature and description, absolute
      or contingent, existing as against the Company prior to and including the
      Closing Date or thereafter coming into being or arising by reason of any state
      of facts existing, or any transaction entered into, on or prior to the Closing
      Date, except to the extent that the same have been fully provided for (and
      accrued and applied as a liability) in the Buyer Balance Sheet or were incurred
      in the ordinary course of business between the Buyer Balance Sheet Date and
      the
      Closing Date; 

     

    (ii) any
      and
      all losses, liabilities, obligations, damages, costs and expenses based upon,
      attributable to or resulting from the failure of any representation or warranty
      of the Company set forth in Article IV hereof, or any representation or warranty
      contained in any certificate delivered by or on behalf of the Company pursuant
      to this Agreement, to be true and correct in all respects as of the date made;
      

     

    (iii) any
      and
      all losses, liabilities, obligations, damages, costs and expenses based upon,
      attributable to or resulting from the breach of any covenant or other agreement
      on the part of the Company under this Agreement; 

     

    (iv) any
      and
      all notices, actions, suits, proceedings, claims, demands, assessments,
      judgments, costs, penalties and expenses, including attorneys’ and other
      professionals’ fees and disbursements (collectively, “Expenses”) incident to any
      and all losses, liabilities, obligations, damages, costs and expenses with
      respect to which indemnification is provided hereunder (collectively,
“Losses”).

     

    (b) Subject
      to Section 8.2 hereof, the Buyer hereby agrees to defend, indemnify and hold
      the
      Company, the Owners and their Affiliates, agents, successors and assigns
      (collectively, the “Company Indemnified Parties”) harmless from and
      against:

     

    (i) any
      and
      all Losses based upon, attributable to or resulting from the failure of any
      representation or warranty of the Buyer set forth in Article 5 hereof, or any
      representation or warranty contained in any certificate delivered by or on
      behalf of the Buyer pursuant to this Agreement, to be true and correct as of
      the
      date made;

     

    (ii) any
      and
      all Losses based upon, attributable to or resulting from the breach of any
      covenant or other agreement on the part of the Buyer under this Agreement;
      

     

    (iii) any
      and
      all Losses of the Buyer of every kind, nature and description, absolute or
      contingent, existing as against the Buyer after the Closing Date coming into
      being or arising by reason of any state of facts existing, or any transaction
      entered into, after the Closing Date, except for (A) such Losses for which
      Company and the Owners have an obligation to indemnify the Buyer Indemnified
      Parties pursuant to Section 8.1 and (B) such Losses that affect all shareholders
      of Buyer by virtue of their status as shareholders; and

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (iv) any
      and
      all Expenses incident to the foregoing.

     

    8.2. Limitations
      on Indemnification. An
      indemnifying party shall not have any liability under Section 8.1(a) or Section
      8.1(b) hereof unless the aggregate amount of Losses and Expenses to the
      indemnified parties finally determined to arise thereunder exceeds $20,000,000
      (the “Basket”) and, in such event, the indemnifying party shall be required to
      pay the entire amount of such Losses and Expenses. Notwithstanding anything
      else
      contained herein, the maximum liability the Sellers in the aggregate shall
      be
      required to pay hereunder shall be the amount of $15,320,000. In addition to
      the
      foregoing, in the event that the Owners are an indemnifying party under Section
      8.1(a), the Owners shall not be jointly liable for the aggregate amount of
      and
      such Losses and Expenses and each Owner shall be severally liable solely for
      their respective proportionate shares of such Losses and Expenses.

     

    8.3. Indemnification
      Procedures.

     

    (a) In
      the
      event that any Legal Proceedings shall be instituted or that any claim or demand
      (“Claim”) shall be asserted by any person in respect of which payment may be
      sought under Section 8.1 hereof (regardless of the Basket referred to above),
      the indemnified party shall reasonably and promptly cause written notice of
      the
      assertion of any Claim of which it has knowledge which is covered by this
      indemnity to be forwarded to the indemnifying party. The indemnifying party
      shall have the right, at its sole option and expense, to be represented by
      counsel of its choice, which must be reasonably satisfactory to the indemnified
      party, and to defend against, negotiate, settle or otherwise deal with any
      Claim
      which relates to any Losses indemnified against hereunder. If the indemnifying
      party elects to defend against, negotiate, settle or otherwise deal with any
      Claim which relates to any Losses indemnified against hereunder, it shall within
      five (5) days (or sooner, if the nature of the Claim so requires) notify the
      indemnified party of its intent to do so. If the indemnifying party elects
      not
      to defend against, negotiate, settle or otherwise deal with any Claim which
      relates to any Losses indemnified against hereunder, fails to notify the
      indemnified party of its election as herein provided or contests its obligation
      to indemnify the indemnified party for such Losses under this Agreement, the
      indemnified party may defend against, negotiate, settle or otherwise deal with
      such Claim. If the indemnified party defends any Claim, then the indemnifying
      party shall reimburse the indemnified party for the Expenses of defending such
      Claim upon submission of periodic bills. If the indemnifying party shall assume
      the defense of any Claim, the indemnified party may participate, at his or
      its
      own expense, in the defense of such Claim; provided, however, that such
      indemnified party shall be entitled to participate in any such defense with
      separate counsel at the expense of the indemnifying party if, (i) so requested
      by the indemnifying party to participate or (ii) in the reasonable opinion
      of
      counsel to the indemnified party, a conflict or potential conflict exists
      between the indemnified party and the indemnifying party that would make such
      separate representation advisable; and provided, further, that the indemnifying
      party shall not be required to pay for more than one such counsel for all
      indemnified parties in connection with any Claim. The parties hereto agree
      to
      cooperate fully with each other in connection with the defense, negotiation
      or
      settlement of any such Claim.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    (b) After
      any
      final judgment or award shall have been rendered by a court, arbitration board
      or administrative agency of competent jurisdiction and the expiration of the
      time in which to appeal therefrom, or a settlement shall have been consummated,
      or the indemnified party and the indemnifying party shall have arrived at a
      mutually binding agreement with respect to a Claim hereunder, the indemnified
      party shall forward to the indemnifying party notice of any sums due and owing
      by the indemnifying party pursuant to this Agreement with respect to such matter
      and the indemnifying party shall be required to pay all of the sums so due
      and
      owing to the indemnified party by wire transfer of immediately available funds
      within ten (10) business days after the date of such notice.

     

    (c) The
      failure of the indemnified party to give reasonably prompt notice of any Claim
      shall not release, waive or otherwise affect the indemnifying party’s
      obligations with respect thereto except to the extent that the indemnifying
      party can demonstrate actual loss and prejudice as a result of such
      failure.

     

    ARTICLE
      IX.

    MISCELLANEOUS

     

    9.1. Payment
      of Sales, Use or Similar Taxes.
      All
      sales, use, transfer, intangible, recordation, documentary stamp or similar
      Taxes or charges, of any nature whatsoever, applicable to, or resulting from,
      the transactions contemplated by this Agreement shall be borne by the
      Buyer.

     

    9.2. Survival
      of Representations and Warranties.
      The
      parties hereto hereby agree that the representations and warranties contained
      in
      this Agreement or in any certificate, document or instrument delivered in
      connection herewith, shall survive the execution and delivery of this Agreement,
      and the Closing hereunder, regardless of any investigation made by the parties
      hereto; provided, however, that any claims or actions with respect thereto
      shall
      terminate unless within twenty-four (24) months after the Closing Date written
      notice of such claims is given to the Company or such actions are
      commenced.

     

    9.3. Expenses.
      Except
      as otherwise provided in this Agreement, the Company, the Buyer and the Owners
      shall each bear its own expenses incurred in connection with the negotiation
      and
      execution of this Agreement and each other agreement, document and instrument
      contemplated by this Agreement and the consummation of the transactions
      contemplated hereby and thereby.

     

    9.4. Specific
      Performance.
      The
      Company and Owners acknowledge and agree that the breach of this Agreement
      would
      cause irreparable damage to the Buyer and that the Buyer will not have an
      adequate remedy at law. Therefore, unless validly terminated pursuant to Section
      2.2 of this Agreement, the obligations of the Company under this Agreement,
      including, without limitation, the Company’s obligation to sell the Assets to
      the Buyer, shall be enforceable by a decree of specific performance issued
      by
      any court of competent jurisdiction, and appropriate injunctive relief may
      be
      applied for and granted in connection therewith. Such remedies shall, however,
      be cumulative and not exclusive and shall be in addition to any other remedies
      which any party may have under this Agreement or otherwise.

     

    9.5. Further
      Assurances.
      The
      Company, the Buyer and the Owners each agree to execute and deliver such other
      documents or agreements and to take such other action as may be reasonably
      necessary or desirable for the implementation of this Agreement and the
      consummation of the transactions contemplated hereby.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    9.6. Submission
      to Jurisdiction; Consent to Service of Process

     

    (a) The
      parties hereto hereby irrevocably submit to the non-exclusive jurisdiction
      of
      any federal or state court located within the State of New York over any dispute
      arising out of or relating to this Agreement or any of the transactions
      contemplated hereby and each party hereby irrevocably agrees that all claims
      in
      respect of such dispute or any suit, action proceeding related thereto may
      be
      heard and determined in such courts. The parties hereby irrevocably waive,
      to
      the fullest extent permitted by applicable Law, any objection which they may
      now
      or hereafter have to the laying of venue of any such dispute brought in such
      court or any defense of inconvenient forum for the maintenance of such dispute.
      Each of the parties hereto agrees that a judgment in any such dispute may be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law.

     

    (b) Each
      of
      the parties hereto hereby consents to process being served by any party to
      this
      Agreement in any suit, action or proceeding by the mailing of a copy thereof
      in
      accordance with the provisions of Section 9.10.

     

    9.7. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York.

     

    9.8. Entire
      Agreement; Amendments and Waivers.
      This
      Agreement (including the schedules and exhibits hereto) represents the entire
      understanding and agreement between the parties hereto with respect to the
      subject matter hereof and can be amended, supplemented or changed, and any
      provision hereof can be waived, only by written instrument making specific
      reference to this Agreement signed by the party against whom enforcement of
      any
      such amendment, supplement, modification or waiver is sought. No action taken
      pursuant to this Agreement, including without limitation, any investigation
      by
      or on behalf of any party, shall be deemed to constitute a waiver by the party
      taking such action of compliance with any representation, warranty, covenant
      or
      agreement contained herein. The waiver by any party hereto of a breach of any
      provision of this Agreement shall not operate or be construed as a further
      or
      continuing waiver of such breach or as a waiver of any other or subsequent
      breach. No failure on the part of any party to exercise, and no delay in
      exercising, any right, power or remedy hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of such right, power or remedy
      by such party preclude any other or further exercise thereof or the exercise
      of
      any other right, power or remedy. All remedies hereunder are cumulative and
      are
      not exclusive of any other remedies provided by law.

     

    9.9. Table
      of Contents and Headings.
      The
      table of contents and section headings of this Agreement are for reference
      purposes only and are to be given no effect in the construction or
      interpretation of this Agreement.

     

    9.10. Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered personally or mailed by certified mail,
      return receipt requested, to the parties (and shall also be transmitted by
      facsimile to the persons receiving copies thereof) at the following addresses
      (or to such other address as a party may have specified by notice given to
      the
      other party pursuant to this provision):

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    If
      to
      Buyer:

    


    TheRetirementSolution.com,
      Inc.

    110
      William Street, 22nd floor 

    New
      York,
      New York 10008 

    Attn:
      Nicholas S. Maturo, Chief Executive Officer

    Phone:
      (212) 227-2242

    Fax: (212)
      227-6462

    


    With
      a
      copy to:

    


    Andrea
      Cataneo, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    61
      Broadway

    New
      York,
      New York 10006

    Phone:
      212-930-9700

    Fax:
      212-930-9725

    


    If
      to
      Company or Owners:

    


    Investment
      Tools and Training, LLC

    [_________]

    [_________]

    Attn:
      [_________]

    Phone:
      [_________]

    Fax:
      [_________]

    


    With
      a
      copy to:

    


    Kirton
      & McConkie, P.C.

    Attorneys
      at Law

    518
      West
      800 North

    Orem,
      Utah 84057

    Attn:
      Matthew D. Wride, Esq.

    Phone:
      (801) 426-2107

    Fax:
      (801) 426-2101

    


    9.11. Severability.
      If any
      provision of this Agreement is invalid or unenforceable, the balance of this
      Agreement shall remain in effect.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    9.12. Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns. Nothing in this Agreement
      shall create or be deemed to create any third party beneficiary rights in any
      person or entity not a party to this Agreement except as provided below. No
      assignment of this Agreement or of any rights or obligations hereunder may
      be
      made by either the Company or the Buyer (by operation of law or otherwise)
      without the prior written consent of the other parties hereto and any attempted
      assignment without the required consents shall be void; provided, however,
      that
      the Buyer may assign this Agreement and any or all rights or obligations
      hereunder (including, without limitation, the Buyer’s rights to purchase the
      Assets, the Buyer’s rights to seek indemnification and the Buyer’s rights to
      rely on any of Company’s or the Owners’ representations and warranties made
      hereunder) to any Affiliate of the Buyer. Upon any such permitted assignment,
      the references in this Agreement to the Buyer shall also apply to any such
      assignee unless the context otherwise requires.

     

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

     

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        -28-

        
          

        

      

      
        
        

      

    


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

    


    
      	
              THERETIREMENTSOLUTION.COM,
                INC.

            
	 	 
	
              By:
                

            	
              /s/
                Nicholas S. Maturo

            	
            
	 	
              Name:
                Nicholas S. Maturo

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	
              INVESTMENT
                TOOLS AND TRAINING, LLC

            
	 	 
	
              By:
                

            	
              /s/
                Rhett Andersen

            	
            
	 	
              Name:
                Rhett Andersen

            
	 	
              Title:
                Manager

            
	 
	
              OWNERS:

            
	 	 
	
              BOYA
                SYSTEMS, LLC

            
	 	 
	
              By: 

            	
              /s/
                Rhett Andersen

            	
            
	 	
              Name:
                Rhett Andersen

            
	 	
              Title:
                Manager

            
	 	 
	
              KAYS
                CREEK CAPITAL MANAGMENT, LLC

            
	 	 
	
              By:
                

            	
              /s/
                Ryan Smith

            	
            
	 	
              Name:
                Ryan Smith

            
	 	
              Title:
                Manager

            
	 	 
	
              LUCASA,
                LLC

            
	 	 
	
              By:
                

            	
              /s/
                Shawn Lucas

            	
            
	 	
              Name:
                Shawn Lucas

            
	 	
              Title:
                Manager

            


    

    


    
      
        
        

      

      
        -29-