ASSET
      PURCHASE AGREEMENT

     

    ASSET
      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 “Parent”), RazorData Corp., a corporation existing under the laws of Nevada
      and a wholly owned subsidiary of Parent (“Acquisition Sub”), Razor Data, LLC, a
      privately held limited liability company existing under the laws of Utah (the
      “Seller”), Boya Systems, LLC, a limited liability company existing under the
      laws of Utah (“Boya”) and Rabble, LLC, a limited liability company existing
      under the laws of Utah (“Rabble” and collectively with Boya, the
“Owners”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Seller is engaged in the business of providing customers in the financial
      community with stock market information and tools; comprehensive database
      creation and management; distributed web hosting and network environments and
      complete eContent creation and management (the “Business”); and

     

    WHEREAS,
      subject to the terms and conditions hereof, Seller desires to sell, transfer
      and
      assign to Acquisition Sub, and Acquisition Sub desires to purchase from Seller,
      all of the properties, rights and assets constituting the Business.

     

    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 Assets.
      Seller
      agrees to sell, assign, transfer and deliver to Acquisition Sub, and Acquisition
      Sub agrees to purchase from Seller, all of Seller’s right, title and interest in
      and to all of the properties, assets and business of the Business, of every
      kind
      and description, tangible and intangible, real, personal or mixed, and wherever
      located, but excluding the Excluded Assets, including, without limitation,
      the
      following:

     

    (a) Equipment.
      All
      assets of any kind or nature, including all fixed assets, equipment, furniture,
      fixtures, leasehold improvements located within the Seller’s office located at
      5255 North Edgewood Drive, Suite 165, Provo, Utah 84604, inventory, office
      materials, software, supplies and other tangible personal property of every
      kind
      and description owned by Seller and used or held for use in connection with
      the
      Business, all as set forth on Schedule 1.1(a) attached hereto
      (“Equipment”);

     

    (b) Contracts.
      All of
      the rights of Seller under, and interest of Seller in and to, all contracts
      relating to the Business, a true, correct and complete list of which contracts
      is attached hereto as Schedule 1.1(b) (“Contracts”);

     

    (c) Intellectual
      Property.
      All of
      Seller’s Intellectual Property relating to the Business, as set forth on
      Schedule 1.1(c) attached hereto;

     

    
      
        
        

      

      
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    (d) Goodwill.
      All of
      the goodwill of Seller in, and the going concern value of, the Business, and
      all
      of the business and customer lists and accounts, proprietary information,
      marketing materials and trade secrets related to the Business; 

     

    (e) Claims.
      All
      claims, entitlements, rebates, refunds, settlements, awards or other rights
      related to any Assets or the operation of the Business prior to the Closing
      Date;

     

    (f) Records.
      All of
      Seller’s customer logs, location files and records, and other business files and
      records, in each case relating to the Business; and

     

    The
      assets, properties and business of Seller being sold to and purchased by Parent
      under this Section 1.1 are referred to herein collectively as the
“Assets.”

     

    1.2. Excluded
      Assets.
      There
      shall be excluded from the Assets and retained by Seller, the following assets
      (the “Excluded Assets”):

     

    (a) Assets.
      All
      assets identified on Schedule 1.2(a) attached hereto, and all other assets
      of
      Seller which are not used or held for use in connection with the Business or
      otherwise necessary to the operation of the Business; and

     

    (b) Membership
      Records.
      All of
      Seller’s membership and other organizational records.

     

    1.3. Assumed
      Liabilities; Excluded Liabilities; Employees.

     

    (a) Assumed
      Liabilities.
      Acquisition Sub shall accept and assume, and shall become and be fully liable
      and responsible for, and other than as expressly set forth herein Seller shall
      have no further liability or responsibility for or with respect to, (i)
      liabilities and obligations arising out of events occurring on and after the
      Closing Date related to Acquisition Sub’s ownership of the Assets and
      Acquisition Sub’s operation of the Business after the consummation of the
      transactions contemplated herein; (ii) all obligations and liabilities of Seller
      which are to be performed after the Closing Date arising under the Contracts;
      and (iii) the liabilities identified on Schedule 1.3(a) attached hereto
      (collectively, the “Assumed Liabilities”). The assumption of the Assumed
      Liabilities by Acquisition Sub hereunder shall not grant any new, or enlarge
      any
      existing, rights of third parties under contracts or arrangements with Parent
      or
      Seller or any of their respective affiliates or subsidiaries. 

     

    (b) Excluded
      Liabilities.
      It is
      expressly understood that, except for the Assumed Liabilities, Acquisition
      Sub
      shall not assume, pay or be liable for any liability or obligation of Seller
      of
      any kind or nature at any time existing or asserted, whether, known, unknown,
      fixed, contingent or otherwise, not specifically assumed herein by Parent or
      Acquisition Sub, and any liability or obligation relating to, resulting from
      or
      arising out of (i) the Excluded Assets, (ii) the employees of the Business
      or
      (iii) any fact existing or event occurring prior to, or relating to the
      operation of the Business prior to, the date hereof.

     

    
      
        
        

      

      
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    (c) Employees,
      Wages and Benefits.

     

    (i) Seller
      shall terminate or reassign all of its employees related to the Business
      effective as of the Closing Date and neither Parent nor Acquisition Sub shall
      assume or have any obligations or liabilities with respect to such employees
      or
      such terminations, including, without limitation, any severance obligation.
      

     

    (ii) Parent
      and Acquisition Sub specifically reserve the right, on or after the Closing
      Date, to employ or reject any of Seller’s employees or other applicants in its
      sole and absolute discretion. Nothing in this Agreement shall be construed
      as a
      commitment or obligation of Parent to accept for employment, or otherwise
      continue the employment of, any of Seller’s employees, and no employee shall be
      a third party beneficiary of this Agreement.

     

    (iii) Seller
      shall pay all wages, salaries, commissions, and the cost of all fringe benefits
      provided to its employees which shall have become due for work performed as
      of
      and through the Closing Date, and Seller shall collect and pay all Taxes in
      respect of such wages, salaries, commissions and benefits.

     

    (iv) Seller
      acknowledges and agrees that neither Parent nor Acquisition Sub shall acquire
      any rights or interests of Seller in, or assume or have any obligations or
      liabilities of Seller under, any benefit plans maintained by Seller, or for
      the
      benefit of any employees of Seller, including, without limitation, obligations
      for severance; provided, however, that for the year 2008 Acquisition Sub shall
      honor all vacation policies of Seller with respect to former employees of Seller
      who are hired by Acquisition Sub.

     

    1.4. Purchase
      Price; Adjustment; Payment. 

     

    (a) Purchase
      Price.
      The
      purchase price for the Assets, and subject to the assumption by Acquisition
      Sub
      of the Assumed Liabilities, shall be (i) an aggregate of Three Million Dollars
      ($3,000,000.00) evidenced by convertible debentures, substantially in the form
      of Exhibit A hereto (the “Debentures”), and (ii) an aggregate of Thirty-Eight
      Million (38,000,000) shares of common stock, par value $0.001 per share, of
      Parent (the “Common Stock” and collectively with the Debentures, the “Purchase
      Price”), which shall be payable to the Owners, in accordance with Section
      1.4(b).

     

    (b) Payment
      of Purchase Price.
      The
      Parent shall deliver the Purchase Price to the individuals and/or entities
      designated by the Owners, as set forth on Schedule 1.4(b) annexed
      hereto:

     

    (i) on
      the
      Closing Date hereof (as hereafter defined), (a) the Debentures, and (b) an
      aggregate of Thirty-Two Million (32,000,000) shares of Common
      Stock;

     

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

     

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

     

    
      
        
        

      

      
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    1.5. Purchase
      Price Allocation.
      Parent,
      Acquisition Sub and Seller shall mutually agree on the allocation of the
      Purchase Price. Such allocation shall be binding upon Parent, Acquisition Sub
      and Seller for all purposes (including financial accounting purposes, financial
      and regulatory reporting purposes and tax purposes). Parent, Acquisition Sub
      and
      Seller each further agrees to file its Federal income tax returns and its other
      tax returns reflecting such allocation, Form 8594 and any other reports required
      by Section 1060 of the Internal Revenue Code of 1986, as amended (the
“Code”).

     

    1.6. Records
      and Contracts.
      Seller
      shall deliver to Parent and Acquisition Sub all of the Contracts, with such
      assignments thereof and consents to assignments as are necessary to assure
      Parent and Acquisition Sub of the full benefit of the same. Seller shall also
      deliver to Parent and Acquisition Sub all of Seller’s files and records
      constituting Assets.

     

    1.7. Further
      Assurances.
      Seller
      shall, from time to time after the consummation of the transactions contemplated
      herein, at the request of Parent or Acquisition Sub and without further
      consideration, execute and deliver further instruments of transfer and
      assignment and take such other action as Parent or Acquisition Sub may
      reasonably require to more effectively transfer and assign to, and vest in,
      Parent or Acquisition Sub the Assets free and clear of all Liens.

     

    1.8. Sales
      and Transfer Taxes.
      All
      sales, transfer, use, recordation, documentary, stamp, excise taxes, personal
      property taxes, fees and duties (including any real estate transfer taxes)
      under
      applicable law incurred in connection with this Agreement or the transactions
      contemplated hereby will be borne and paid by Parent.

     

    1.9. Transfer
      of Subject Assets.
      Seller
      shall deliver or cause to be delivered to Acquisition Sub good and sufficient
      instruments of transfer transferring to Acquisition Sub title to all of the
      Assets, together with all required consents. Such instruments of transfer (a)
      shall contain appropriate warranties and covenants which are usual and customary
      for transferring the type of property involved under the laws of the
      jurisdictions applicable to such transfers, (b) shall be in form and substance
      reasonably satisfactory to Acquisition Sub and its counsel, (c) shall
      effectively vest in Acquisition Sub good and marketable title to all of the
      Assets free and clear of all Liens (as hereafter defined), and (d) where
      applicable, shall be accompanied by evidence of the discharge of all Liens
      against the Assets.

     

    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 Assets 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”

     

    
      
        
        

      

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

     

    (a) at
      the
      election of the Seller or the Parent 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 Seller and the Parent; or

     

    (c) by
      the
      Seller or the Parent 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 Parent or the Seller, 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 Assets hereunder shall be abandoned, without further action
      by
      the Parent or the Seller. 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.

     

    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 Parent or the Seller; provided, however, that nothing
      in this Section 2.4 shall relieve the Parent or the Seller of any liability
      for
      a breach of this Agreement.

     

    ARTICLE
      III.

    REPRESENTATIONS
      AND WARRANTIES OF THE SELLER AND THE OWNERS

     

    The
      Seller and the Owners, jointly and severally hereby represent and warrant to
      the
      Parent and Acquisition Sub that:

     

    3.1. Organization
      and Good Standing.
      The
      Seller is a limited liability company duly organized, 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 Seller 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 Seller taken as a whole (“Material Adverse
      Effect”). 

     

    
      
        
        

      

      
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    3.2. Authorization
      of Agreement.
      The
      Seller and the Owners have all requisite membership or personal, as the case
      may
      be, 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 Seller or the Owners in connection
      with
      the consummation of the transactions contemplated by this Agreement (together
      with this Agreement, the “Seller Documents”), and to consummate the transactions
      contemplated hereby and thereby. This Agreement has been, and each of the Seller
      Documents will be at or prior to the Closing, duly and validly executed and
      delivered by the Seller 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 Seller Documents when so executed and delivered
      will constitute, legal, valid and binding obligations of the Seller, enforceable
      against the Seller 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. Ownership
      of Seller.
      The
      Owners collectively own 100% of the membership interests of the Seller, free
      and
      clear of any and all liens, charges or encumbrances or any kind or
      nature.

     

    3.4. No
      Subsidiaries.
      The
      Seller has no subsidiaries.

     

    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 Seller
      or Owners of this Agreement and the Seller Documents, the consummation of the
      transactions contemplated hereby or thereby, or compliance by the Seller 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
      Seller; (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 Seller 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 Seller is bound; or (iv) result
      in
      the creation of any Lien upon the properties or assets of the Seller 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 Seller, the Seller in connection with the execution and delivery
      of this Agreement or the Seller Documents, or the compliance by the Seller
      as
      the case may be, with any of the provisions hereof or thereof.

     

    3.6. Ownership
      and Transfer of Assets.
      Seller
      has good and marketable title to all of the Assets free and clear of all
      mortgages, pledges, security interests, charges, liens, restrictions and
      encumbrances of any kind (collectively, “Liens”) whatsoever. Upon the sale,
      assignment, transfer and delivery of the Assets to the Acquisition Sub hereunder
      and under the Seller Documents, there will be vested in the Acquisition Sub
      good, marketable and indefeasible title to the Assets, free and clear of all
      Liens. The Assets include all of the assets and properties (i) held for use
      by
      Seller to conduct the Business as presently conducted and (ii) necessary for
      Acquisition Sub to operate the Business in the same manner as such business
      is
      currently operated by Seller. 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. 

     

    
      
        
        

      

      
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    3.7. Financial
      Statements.
      The
      Seller has delivered or caused to be delivered to the Parent copies of (i)
      the
      audited consolidated balance sheets of the Seller as of December 31, 2006 and
      2005 and the related audited consolidated statements of income and of cash
      flows
      of the Seller for the years then ended and (ii) the unaudited but reviewed
      consolidated balance sheet of the Seller as of September 30, 2007 and the
      related consolidated statements of income and cash flows of the Seller 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 “Seller
      Financial Statements”). Each of the Seller 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
      Seller 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 Seller as at the dates and for the periods indicated.
      For
      the purposes hereof, the unaudited but reviewed consolidated balance sheet
      of
      the Seller as of September 30, 2007 is referred to as the “Seller Balance Sheet”
and September 30, 2007 is referred to as the “Seller Balance Sheet
      Date”. 

     

    3.8. No
      Undisclosed Liabilities.
      The
      Seller 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 Seller Balance Sheet or in the notes thereto in accordance
      with
      GAAP which was not fully reflected in, reserved against or otherwise described
      in the Seller Balance Sheet or the notes thereto or was not incurred in the
      ordinary course of business consistent with past practice since the Seller
      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 Seller 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 Seller 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 Seller or any repurchase, redemption
      or other acquisition by the Seller of any outstanding membership, or other
      ownership interest in, the Seller;

     

    
      
        
        

      

      
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    (iv) the
      Seller has not awarded or paid any bonuses to employees of the Seller with
      respect to the fiscal year ended 2006, except to the extent accrued on the
      Seller 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
      Seller’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 Seller);

     

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

     

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

     

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

     

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

     

    (ix) the
      Seller 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 Seller, 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
      Seller 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 Seller;

     

    (xi) the
      Seller 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 Seller;

     

    (xii) the
      Seller 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
      Seller has not instituted or settled any material legal proceeding;
      and

     

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

     

    
      
        
        

      

      
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    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 Seller 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 Seller 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 Seller 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 Seller 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.

     

    (b) The
      Seller 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) Parent
      has received complete copies of (A) all federal, state, local and foreign income
      or franchise Tax Returns of the Seller 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 Seller 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 Seller. Except as set forth on Schedule 3.10,
      no
      claim has been made by a taxing authority in a jurisdiction where the Seller
      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 Seller that are owed by the Seller
      have
      been fully paid, and there are no other audits or investigations by any taxing
      authority in progress, nor has the Seller 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.

     

    
      
        
        

      

      
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    (f) Except
      as
      set forth on Schedule 3.10, the Seller 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 Seller 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 Seller,
      (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 Seller, 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 Seller 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.

     

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

     

    (i) The
      Seller 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 Parent, 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
      Seller 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
      Seller.

     

    (m) Except
      as
      set forth on Schedule 3.10, the Seller 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
      Seller has never owned any subsidiaries and has never been a member of any
      consolidated, combined or affiliated group of corporations for any Tax
      purposes.

     

    
      
        
        

      

      
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    3.11. Real
      Property.

     

    (a) Seller
      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
      Seller (individually, a “Real Property Lease” and the real properties specified
      in such leases being referred to herein individually as a “Seller Property” and
      collectively as the “Seller Properties”) as lessee or lessor. The Seller
      Property constitutes all interests in real property currently used or currently
      held for use in connection with the Business of the Seller and which are
      necessary for the continued operation of the Business of the Seller as the
      Business is currently conducted. The Seller 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 Seller 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 Seller under any of the Real Property Leases. All
      of
      the Seller Property, buildings, fixtures and improvements thereon owned or
      leased by the Seller are in good operating condition and repair (subject to
      normal wear and tear). The Seller has delivered or otherwise made available
      to
      the Parent true, correct and complete copies of the Real Property Leases,
      together with all amendments, modifications or supplements, if any,
      thereto.

     

    (b) The
      Seller has all material certificates of occupancy and permits of any
      Governmental Body necessary or useful for the current use and operation of
      each
      Seller Property, and the Seller 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 Seller, threatened
      or
      contemplated condemnation or eminent domain proceedings that affect any Seller
      Property or any part thereof, and the Seller 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
      Seller has not received any written notice from any insurance company that
      has
      issued a policy with respect to any Seller Property requiring performance of
      any
      structural or other repairs or alterations to such Seller Property.

     

    (e) The
      Seller 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 Seller or to which the Seller is a party or by
      which
      the properties or assets of the Seller is bound. The Seller has delivered or
      otherwise made available to the Parent true, correct and complete copies of
      the
      Personal Property Leases, together with all amendments, modifications or
      supplements thereto. 

     

    
      
        
        

      

      
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    (b) The
      Seller 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 Seller
      or, to the best knowledge of the Seller, 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
      Seller has good and marketable title to all of the items of tangible personal
      property reflected in the Seller 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 Seller 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.


     

    (d) All
      of
      the items of tangible personal property used by the Seller 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.
      Schedule
      3.13 contains a complete and correct list of each patent, trademark, trade
      name,
      service mark and copyright owned or used by the Seller 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 party shown on such Schedule as owning the same,
      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 Seller 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 Seller 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 Seller 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.

     

    
      
        
        

      

      
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    3.14. Material
      Contracts.
      Schedule
      3.14 sets forth all of the following Contracts to which the Seller is a party
      or
      by which it is bound (collectively, the “Material Contracts”): (i) Contracts
      with any current officer or director of the Seller; (ii) Contracts with any
      labor union or association representing any employee of the Seller; (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 Seller 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 Seller 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 Seller in any line of business or in any
      geographical area; (vii) Contracts relating to the acquisition by the Seller
      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 Parent,
      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 Seller, 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 Seller is not in default in any material respect
      under any Material Contracts, nor, to the knowledge of the Seller, is any other
      party to any Material Contract in default thereunder in any material
      respect.

     

    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 Seller or to which the Seller contributes or is obligated
      to
      contribute thereunder with respect to employees of the Seller (“Employee Benefit
      Plans”) and (ii) all “employee pension plans”, as defined in Section 3(2) of
      ERISA, maintained by the Seller or any trade or business (whether or not
      incorporated) which are under control, or which are treated as a single
      employer, with Seller under Section 414(b), (c), (m) or (o) of the Code (“ERISA
      Affiliate”) or to which the Seller 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.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    (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.

     

    3.16. Labor.

     

    (a) Except
      as
      set forth on Schedule 3.16(a), the Seller 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 Seller. The Seller has delivered
      or
      otherwise made available to the Parent 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 Seller are represented by
      any
      labor organization. No labor organization or group of employees of the Seller
      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 Seller, threatened to be brought or filed,
      with
      the National Labor Relations Board or other labor relations tribunal. There
      is
      no organizing activity involving the Seller pending or, to the best knowledge
      of
      the Seller, threatened by any labor organization or group of employees of the
      Seller.

     

    (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 Seller, threatened against or involving the Seller. There are no unfair
      labor practice charges, grievances or complaints pending or, to the best
      knowledge of the Seller, threatened by or on behalf of any employee or group
      of
      employees of the Seller.

     

    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 Seller,
      overtly threatened against the Seller (or to the knowledge of the Seller,
      pending or threatened, against any of the officers, directors or key employees
      of the Seller with respect to their business activities on behalf of the Seller,
      or to which the Seller 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 Seller is there any reasonable basis for any such action,
      proceeding, or investigation. The Seller 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. 

     

    
      
        
        

      

      
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    3.18. Compliance
      with Laws; Permits. Except
      as
      set forth in Schedule 3.18, the Seller 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 Seller 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:

     

    (a) the
      operations of the Seller 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
      Seller has obtained all permits required under all applicable Environmental
      Laws
      necessary to operate its business;

     

    (c) the
      Seller 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
      Seller 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
      Seller 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 Seller pending or, to the Seller’s knowledge,
      threatened which could lead to the imposition of any liability pursuant to
      Environmental Law;

     

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

     

    (h) the
      Seller has provided to the Parent 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 Seller.

     

    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 Seller 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 Seller’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. 

     

    
      
        
        

      

      
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    3.21. Inventories;
      Receivables; Payables.

     

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

     

    (b) All
      accounts receivable of the Seller have arisen from bona fide transactions in
      the
      ordinary course of business consistent with past practice. All accounts
      receivable of the Seller reflected on the Seller 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 Seller 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 Seller to repurchase uncollected accounts
      receivable.

     

    (c) All
      accounts payable of the Seller reflected in the Seller 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 Seller, 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 Seller to each such customer and
      the
      approximate total purchases by the Seller from each such supplier, during such
      period. Since the Seller Balance Sheet Date, there has not been any material
      adverse change in the business relationship of the Seller 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 Seller 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 Seller.

     

    3.24. No
      Misrepresentations.
      No
      representation or warranty of the Seller contained in this Agreement or in
      any
      schedule hereto or in any certificate or other instrument furnished by the
      Seller to the Parent 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 Seller 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
      Seller is acquiring the Common Stock for its 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 Seller 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. 

     

    
      
        
        

      

      
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    3.27. Accredited
      Investor.
      The
      Seller is, and each of the Owners are, an “accredited investor” within the
      meaning of Rule 501 promulgated under the Securities Act. The Seller is in
      a
      financial position to hold the Common Stock and is able to bear the economic
      risk and withstand a complete loss of the Seller’s investment in the Common
      Stock. The Seller recognizes that the Common Stock involves a high degree of
      risk. The Seller is a sophisticated investor, is 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 Seller is capable of
      evaluating the merits and risks of the prospective investment in the Common
      Stock. 

     

    3.28. Patriot
      Act.
      The
      Seller certifies that, to the best of the Seller’s knowledge, the Seller has not
      been designated, and is not owned or controlled, by a “suspected terrorist” as
      defined in Executive Order 13224. The Seller hereby acknowledges that the Parent
      seeks to comply with all applicable Laws concerning money laundering and related
      activities. In furtherance of those efforts, the Seller hereby represents,
      warrants and agrees that: (i) none of the cash or property owned by the Seller
      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
      Seller has, and this Agreement will not, cause the Seller 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

    PURCHASER
      AND ACQUISITION SUB

     

    The
      Parent and the Acquisition Sub jointly and severally represent and warrant
      that:

     

    4.1. Organization
      and Good Standing.

     

    (a) The
      Parent is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada; and

     

    (b) Acquisition
      Sub is a corporation duly incorporated and validly existing and in good standing
      under the laws of the State of Nevada.

     

    4.2. Authorization
      of Agreement.

     

    (a) The
      Parent and the Acquisition Sub have full corporate power and authority to
      execute and deliver this Agreement, and each other agreement, document,
      instrument or certificate contemplated by this Agreement or to be executed
      by
      the Parent in connection with the consummation of the transactions contemplated
      hereby and thereby (the “Parent Documents”), and to consummate the transactions
      contemplated hereby and thereby. The execution, delivery and performance by
      the
      Parent and Acquisition Sub of this Agreement and each Parent Document have
      been
      duly authorized by all necessary corporate action on behalf of the Parent and
      Acquisition Sub. This Agreement has been, and each Parent Document will be
      at or
      prior to the Closing, duly executed and delivered by the Parent and (assuming
      the due authorization, execution and delivery by the other parties hereto and
      thereto) this Agreement constitutes, and each Parent Document when so executed
      and delivered will constitute, legal, valid and binding obligations of the
      Parent and Acquisition Sub, enforceable against the Parent and Acquisition
      Sub
      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).

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    (b) Acquisition
      Sub has the corporate power, capacity and authority to enter into and complete
      this Agreement;

     

    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
      Parent or Acquisition Sub of the Parent Documents, nor the compliance by the
      Parent or the Acquisition Sub 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 formation, or by-laws, or limited liability
      company agreement of the Parent or Acquisition Sub, respectively, (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
      Parent or Acquisition Sub is a party or by which the Parent, Acquisition Sub
      or
      their respective properties or assets are bound or (iii) violate any statute,
      rule, regulation, order or decree of any governmental body or authority by
      which
      the Parent or Acquisition Sub 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
      Parent 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 Parent in connection with the execution and delivery of this
      Agreement or the Parent Documents or the compliance by Parent with any of the
      provisions hereof or thereof.

     

    4.4. Litigation.
      There
      are no legal proceedings pending or, to the best knowledge of the Parent,
      threatened that are reasonably likely to prohibit or restrain the ability of
      the
      Parent or Acquisition Sub 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 Parent 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.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    4.6. Patriot
      Act.
      The
      Parent certifies that, to the best of the Parent’s knowledge, the Parent has not
      been designated, and is not owned or controlled, by a “suspected terrorist” as
      defined in Executive Order 13224. The Parent hereby acknowledges that the Seller
      seeks to comply with all applicable Laws concerning money laundering and related
      activities. In furtherance of those efforts, the Parent hereby represents,
      warrants and agrees that: (i) none of the cash or property owned by the Seller
      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
      Parent has, and this Agreement will not, cause the Parent 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.

     

    4.7. No
      Knowledge of Breaches.
      Parent
      does not have actual knowledge of any breach of any representation and warranty
      made by Seller and the Owners hereunder.

     

    ARTICLE
      V.

    COVENANTS

     

    5.1. Access
      to Information.
      The
      Seller and Owners agree that, prior to the Closing Date, the Parent 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 Seller and
      such examination of the books, records and financial condition of the Seller
      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 Seller shall
      cooperate fully therein. No investigation by the Parent prior to or after the
      date of this Agreement shall diminish or obviate any of the representations,
      warranties, covenants or agreements of the Seller contained in the Seller
      Documents. In
      order
      that the Parent 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 Seller, Seller 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 Parent, the Seller 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

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

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

     

    (b) Except
      as
      otherwise expressly contemplated by this Agreement or with the prior written
      consent of the Parent, the Seller 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

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

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

     

    5.3. Consents.
      The
      Seller shall use its best efforts, and the Parent shall cooperate with the
      Seller, 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 Seller nor the Parent 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 Seller, Owners, Parent and Acquisition Sub 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
      Seller 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 Seller will inform the Parent in writing immediately
      following the receipt by the Seller or any Representative of any proposal or
      inquiry in respect of any Acquisition Transaction.

     

    5.6. Preservation
      of Records.
      The
      Seller, Owners, the Parent and Acquisition Sub agree that each of them shall
      preserve and keep the records held by it relating to the business of the Seller
      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 Seller, the Parent or Acquisition Sub or any of their Affiliates or in
      order
      to enable the Seller, the Parent or Acquisition Sub 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 Seller, the Parent or Acquisition Sub 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.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    5.7. Publicity.
      Neither
      the Seller, the Parent nor the Acquisition Sub 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 Parent or the Seller, disclosure is otherwise required by
      applicable Law or by the applicable rules of any stock exchange on which the
      Parent or the Seller 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. 

     

    5.8. Use
      of Name.
      The
      Seller hereby agrees that upon the consummation of the transactions contemplated
      hereby, the Parent and Acquisition Sub shall have the sole right to the use
      of
      the name “Razor Data” and variations thereof and the Seller 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
      Parent hereby agrees that upon the consummation of the transactions contemplated
      hereby, the members
      of Investment Tools and Training, LLC shall be granted the right to nominated
      two independent qualified individuals to serve as members of the Board of
      Directors of the Parent
      and
      that
      the Parent
      shall
      take all actions necessary to elect, or have elected, such individuals.
      Notwithstanding the foregoing, the Parent
      shall
      have the right to determine the qualifications of such individuals nominated
      by
the
      members
      of Investment Tools and Training, LLC.

     

    5.10. Service
      Agreements.
      Subsequent to the consummation of the transactions contemplated hereby, the
      Parent
      shall enter into service agreements with Rhino Maeo LLC and Zava LLC at
      reasonable rates to be agreed upon by the parties thereto.

     

    ARTICLE
      VI.

    CONDITIONS
      TO CLOSING

     

    6.1. Conditions
      Precedent to Obligations of Parent and Acquisition Sub.
      The
      obligation of the Parent and Acquisition Sub 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 Parent in whole or in part to the extent permitted by applicable
      Law):

     

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

     

    (b) all
      representations and warranties of the Seller contained herein qualified as
      to
      materiality shall be true and correct, and the representations and warranties
      of
      the Seller 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;

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

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

     

    (e) the
      Parent 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
      Parent Documents;

     

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

     

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

     

    (h) no
      legal
      proceedings shall have been instituted or threatened or claim or demand made
      against the Seller or the Parent 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
      Parent shall have completed its due diligence review of the Business and the
      Assets, and the results of such review shall be satisfactory to the Parent
      in
      its sole and absolute discretion;

     

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

     

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

     

    6.2. Conditions
      Precedent to Obligations of the Seller and Owners.
      The
      obligations of the Seller 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 Seller in whole or in part to the extent permitted by applicable
      law):

     

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

     

    (b) all
      representations and warranties of the Parent and Acquisition Sub contained
      herein qualified as to materiality shall be true and correct, and all
      representations and warranties of the Parent and Acquisition Sub 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;

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    (c) the
      Parent and Acquisition Sub 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 Parent and Acquisition Sub on or prior to the
      Closing Date;

     

    (d) the
      Seller shall have been furnished with certificates (dated the Closing Date
      and
      in form and substance reasonably satisfactory to the Seller) executed by the
      Chief Executive Officer and Chief Financial Officer of the Parent and the
      Acquisition Sub 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 Parent and Acquisition Sub authorizing the acquisition of the
      Seller;

     

    (e) 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; and

     

    (f) 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.

     

    ARTICLE
      VII.

    DOCUMENTS
      TO BE DELIVERED

     

    7.1. Documents
      to be Delivered by the Seller.
      At the
      Closing, the Seller shall deliver, or cause to be delivered, to the Parent
      and
      Acquisition Sub the following:

     

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

     

    (b) Assignment,
      Bill of Sale and Assumption Agreement, substantially in the form of Exhibit
      B
      hereto, duly executed; 

     

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


     

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

     

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

     

    (f) such
      other documents as the Parent and Acquisition Sub shall reasonably
      request.

     

    7.2. Documents
      to be Delivered by the Parent.
      At the
      Closing, the Parent and Acquisition Sub shall deliver to the Seller the
      following:

     

    (a) the
      Common Stock pursuant to Section 1.4(b)(i);

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

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

     

    (c) Assignment,
      Bill of Sale and Assumption Agreement, substantially in the form of Exhibit
      B
      hereto, duly executed; 

     

    (d) Employment
      Agreements, substantially in the form of Exhibit C hereto, duly executed;


     

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

     

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

     

    ARTICLE
      VIII.

    INDEMNIFICATION

     

    8.1. Indemnification.

     

    (a) Subject
      to Section 8.2 hereof, the Seller and the Owners hereby agree to defend,
      indemnify and hold the Parent, Acquisition Sub and their respective directors,
      officers, employees, Affiliates, agents, successors and assigns (collectively,
      the “Parent Indemnified Parties”) harmless from and against:

     

    (i) any
      and
      all liabilities of the Seller of every kind, nature and description, absolute
      or
      contingent, existing as against the Seller 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 Parent Balance Sheet or were incurred in the
      ordinary course of business between the Parent 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 Seller set forth in Article IV hereof, or any representation or warranty
      contained in any certificate delivered by or on behalf of the Seller 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 Seller 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 Parent and Acquisition Sub hereby agree to defend,
      indemnify and hold the Seller, the Owners and their Affiliates, agents,
      successors and assigns (collectively, the “Seller Indemnified Parties”) harmless
      from and against:

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    (i) any
      and
      all Losses based upon, attributable to or resulting from the failure of any
      representation or warranty of the Parent and Acquisition Sub set forth in
      Article V hereof, or any representation or warranty contained in any certificate
      delivered by or on behalf of the Parent 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 Parent and Acquisition Sub under
      this Agreement; 

     

    (iii) any
      and
      all Losses of the Parent or Acquisition Sub of every kind, nature and
      description, absolute or contingent, existing as against the Parent or
      Acquisition Sub 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 Seller and the Owners have an
      obligation to indemnify the Parent Indemnified Parties pursuant to Section
      8.1
      and (B) such Losses that affect all shareholders of Parent or Acquisition Sub
      by
      virtue of their status as shareholders; and

     

    (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
      (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 $10,600,000. 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.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    (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
      Parent.

     

    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 Seller or such actions are
      commenced.

     

    9.3. Expenses.
      Except
      as otherwise provided in this Agreement, the Seller, the Parent and Acquisition
      Sub 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.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    9.4. Specific
      Performance.
      The
      Seller and Owners acknowledge and agree that the breach of this Agreement would
      cause irreparable damage to the Parent and Acquisition Sub and that the Parent
      and Acquisition Sub will not have an adequate remedy at law. Therefore, unless
      validly terminated pursuant to Section 2.2 of this Agreement, the obligations
      of
      the Seller under this Agreement, including, without limitation, the Seller’s
      obligation to sell the Assets to the Parent and Acquisition Sub, 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
      Seller, the Parent and Acquisition Sub each agrees 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.

     

    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.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    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):

     

    If
      to
      Parent or Acquisition Sub:

    


    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
      Seller or Owners:

    


    Razor
      Data, LLC

    5255
      North Edgewood Drive, Suite 165

    Provo,
      Utah 84604

    Attn:
      Rhett Anderson, Member

    Phone:
      [_________]

    Fax:
      [_________]


    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    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.

     

    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 Seller or the Parent (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 Parent may assign this Agreement and any or all rights or obligations
      hereunder (including, without limitation, the Parent’s rights to purchase the
      Assets, the Parent’s rights to seek indemnification and the Parent’s rights to
      rely on any of Seller’s or the Owners’ representations and warranties made
      hereunder) to any Affiliate of the Parent. Upon any such permitted assignment,
      the references in this Agreement to the Parent 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. 

     

    [Remainder
      of page intentionally left blank]

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    


    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

            
	 	 
	RAZORDATA
              CORP.
	 	 
	
              By:

            	
              /s/
                Nicholas S. Maturo

            
	 	
              Name:
                Nicholas S. Maturo

            
	 	
              Title:
                Chief Executive Officer

            
	 	 
	RAZOR
              DATA, LLC
	 	 
	
              By:

            	
              /s/
                Rhett Andersen

            
	 	
              Name:
                Rhett Andersen

            
	 	
              Title:
                Manager

            
	 	 
	OWNERS:
	 	 
	BOYA
              SYSTEMS, LLC
	 	 
	
              By:

            	
              /s/
                Rhett Andersen

            
	 	
              Name:
                Rhett Andersen

            
	 	
              Title:
                Manager

            
	 	 
	RABBLE,
              LLC
	 	 
	
              By:

            	
              /s/
                Rhett Andersen

            
	 	
              Name:
                Rhett Andersen

            
	 	
              Title:
                Manager

            


    

    
       

      
        
          
          

        

        
          -31-