amacore_10qsb-ex1003.htm


    
      
        

      
EXHIBIT 10.3

    
 

    AGREEMENT
      AND PLAN OF MERGER

     

    BY
      AND
      AMONG

     

    THE
      AMACORE GROUP, INC.,

     

    LBS
      ACQUISITION CORP.,

     

    AND

     

    LIFEGUARD
      BENEFIT SERVICES, INC.

     

    


     

    Dated
      as
      of October 5, 2007

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AGREEMENT
      AND PLAN OF MERGER

    


    This
      AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 5th,
      2007 is among (i) The Amacore Group, Inc., a Delaware corporation
      (“Parent”), (ii) LBS Acquisition Corp., a Texas corporation and a direct,
      wholly-owned Subsidiary of Parent (“Merger Sub”), (iii) LifeGuard Benefit
      Services, Inc., a Texas corporation (the “Company”), and (iv) the
      shareholders of the Company who execute a joinder agreement hereto.

     

    WHEREAS,
      the respective Boards of Directors of Parent, Merger Sub and the Company have
      approved and declared advisable this Agreement and the merger of Merger Sub
      with
      and into the Company (the “Merger”), upon the terms and subject to the
      conditions set forth in this Agreement;

     

    WHEREAS,
      it is the intention of the parties that the transactions contemplated hereby
      will qualify as a tax-free reorganization under Section 368(a) of the Internal
      Revenue Code of 1986, as amended; and

     

    NOW,
      THEREFORE, in consideration of the representations, warranties, covenants and
      agreements hereinafter contained, and intending to be legally bound hereby,
      the
      parties hereby agree as follows:

     

    ARTICLE
      I
      - DEFINITIONS

     

    1.1    Certain
      Definitions.

     

    (a)  For
      purposes of this Agreement, the following terms shall have the meanings
      specified in this Section 1.1:

     

    “Adjustment
      Date” means the date that is eighteen (18) months following the Closing (as
      defined in Section 2.7 below) of this transaction.

     

    “Affiliate”
      means, with respect to any Person, any other Person that, directly or indirectly
      through one or more intermediaries, controls, or is controlled by, or is under
      common control with, such Person, and the term “control” (including the
      terms “controlled by” and “under common control with”) means the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management and policies of such Person, whether through
      ownership of voting securities, by Contract or otherwise.

     

    “Business
      Day” means any day of the year on which national banking institutions in New
      York are open to the public for conducting business and are not required or
      authorized to close.

     

    “Change
      in Control” means the occurrence, in a single transaction or in a series of
      related transactions, of any one or more of the following events:

     

    (i)  there
      is
      consummated a merger, consolidation, acquisition, share purchase or similar
      transaction involving (directly or indirectly) the Parent if, immediately after
      the consummation of such merger, consolidation or similar transaction, the
      stockholders of the Parent immediately prior thereto do not own, directly or
      indirectly, either (A) outstanding voting securities representing more than
      fifty percent (50%) of the combined outstanding voting power of the surviving
      entity in such merger, consolidation or similar transaction or (B) more than
      fifty percent (50%) of the combined outstanding voting power of the parent
      of
      the surviving entity in such merger, consolidation or similar transaction;
      or

     

    
      
        
        

      

      
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    (ii)  there
      is
      consummated a sale, lease, exclusive license or other disposition of all or
      substantially all of the consolidated assets of the Parent and its Subsidiaries,
      other than a sale, lease, exclusive license or other disposition of all or
      substantially all of the consolidated assets of the Parent and its Subsidiaries
      to an entity, more than fifty percent (50%) of the combined voting power of
      the
      voting securities of which are owned by stockholders of the Parent in
      substantially the same proportion as their ownership of the Parent immediately
      prior to such sale, lease, license or other disposition.

     

    “Charter
      Documents” means an entity’s certificate or articles of incorporation,
      certificate defining the rights and preferences of securities, articles of
      organization, general or limited partnership agreement, certificate of limited
      partnership, joint venture agreement or similar document governing the
      entity.

     

    “Contract”
      means any written or oral contract, indenture, note, bond, lease, license,
      commitment, instrument or other agreement.

     

    “Encumbrances”
      means any lien, mortgage, security interest, pledge, restriction on
      transferability, defect of title or other claim, charge or encumbrance of any
      nature whatsoever on any property or property interest.

     

    “Governmental
      Body” means any government or governmental or regulatory entity, body
      thereof, or political subdivision thereof, whether federal, state, local,
      foreign, or supranational, or any agency, instrumentality or authority thereof,
      or any court or arbitrator (public or private).

     

    “Knowledge
      of the Company” means the actual knowledge of those Persons identified on
Schedule 1.1(a).

     

    “Law”
      means any foreign, federal, state or local law, statute, code, ordinance, rule
      or regulation of any Governmental Body.

     

    “Legal
      Proceeding” means any judicial, administrative, investigative or arbitral
      actions, suits or proceedings (public or private) by or before a Governmental
      Body.

     

    “Liability”
      means any debt, liability or obligation (whether known or unknown, absolute
      or
      contingent, accrued or unaccrued, liquidated or unliquidated, asserted or
      unasserted, or due or to become due).

     

    
      
        
        

      

      
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    “Material
      Adverse Effect” means a change, event, circumstance or effect that is
      materially adverse to the results of operations or financial condition of the
      Company and its Subsidiaries (taken as a whole), other than a change, event,
      circumstance or effect to the extent resulting from an Excluded
      Matter.  “Excluded Matter” means any one or more of the
      following:  (i) the effect of any change in the United States or
      foreign economies or securities or financial markets in general; (ii) the
      effect of any change that generally affects any industry in which the Company
      or
      any of its Subsidiaries operates; (iii) the effect of any change arising in
      connection with earthquakes, hostilities, acts of war, sabotage or terrorism
      or
      military actions or any escalation or material worsening of any such
      hostilities, acts of war, sabotage or terrorism or military actions existing
      or
      underway as of the date hereof; (iv) the effect of any action taken by
      Parent or its Affiliates with respect to the transactions contemplated hereby
      or
      with respect to the Company or its Subsidiaries; (v) the effect of any
      changes in applicable Laws or accounting rules; (vi) any effect resulting
      from the public announcement of this Agreement or (vii) compliance with the
      terms of this Agreement or the consummation of the transactions contemplated
      by
      this Agreement.

     

    “Order”
      means any order, injunction, judgment, decree, ruling, writ, assessment or
      arbitration award of a Governmental Body.

     

    “Ordinary
      Course of Business” means the ordinary and usual course of business of the
      Company and its Subsidiaries, consistent with past practice.

     

    “Parent
      Common Stock” means the Parent’s Class A common stock, $.001 par value per
      share.

     

    “Permits”
      means any approvals, authorizations, consents, licenses, permits or certificates
      of a Governmental Body.

     

    “Person”
      means any individual, corporation, partnership, firm, joint venture, limited
      liability company, association, joint-stock company, trust, unincorporated
      organization, Governmental Body or other entity.

     

    “Regulation”
      shall mean any statute, law, ordinance, regulation, order or rule of any
      federal, state, local, foreign or other governmental agency or body or of any
      other type of regulatory body.

     

    “Stockholders”
      means the shareholders of the Company.

     

    “Stockholders’
      Representative” shall mean Ty Bruggemann.

     

    “Shares”
      shall mean the shares of the Company’s common stock, par value $0.01 per
      share.

     

    “Subsidiary”
      of any Person means any other Person of which a majority of the outstanding
      voting securities or other voting equity interests, or a majority of any other
      interests having the power to direct or cause the direction of the management
      and policies of such other Person, are owned, directly or indirectly, by such
      first Person.

     

    
      
        
        

      

      
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    “Taxes”
      means (i) all federal, state, local or foreign taxes, charges, fees, imposts,
      levies or other assessments, including all net income, gross receipts, capital,
      sales, use, ad valorem, value added, transfer, franchise, profits, alternative,
      environmental, inventory, capital stock, license, withholding, payroll,
      employment, social security, unemployment, excise, severance, stamp, occupation,
      property (real or personal) and estimated taxes, customs duties, fees,
      assessments and charges of any kind whatsoever, (ii) all interest, penalties,
      fines, additions to Tax or additional amounts imposed by any taxing authority
      in
      connection with any item described in clause (i).

     

    “Tax
      Return” means all returns, declarations, reports, estimates, information
      returns and statements required to be filed in respect of any
      Taxes.

     

    “Transaction
      Documents” shall mean the Stockholders’ Representative and Joinder
      Agreement, the Escrow Agreement, and each other agreement, certificate, document
      and instrument to be executed in accordance herewith

     

    “TBCA”
      means the Texas Business Corporation Act.

     

    (b)  Terms
      Defined Elsewhere in this Agreement.  For purposes of this
      Agreement, the following terms have meanings set forth in the sections
      indicated:

     

    
      	
              Term

            	
              Section

            
	
              Action

            	
              8.6

            
	
              Agreed
                Value

            	
              3.1(b)

            
	
              Agreement

            	
              Recitals

            
	
              Certificate
                of Merger

            	
              2.2

            
	
              Certificate

            	
              3.2

            
	
              Claim

            	
              7.4(b)

            
	
              Closing

            	
              2.7

            
	
              Closing
                Indebtedness

            	
              10.2(f)

            
	
              Closing
                Date

            	
              2.7

            
	
              Company

            	
              Recitals

            
	
              Company
                Common Stock

            	
              3.1

            
	
              Company
                Employees

            	
              7.4

            
	
              Damages

            	
              8.2

            
	
              Disclosure
                Schedules

            	
              4

            
	
              Effective
                Time

            	
              2.2

            
	
              Escrow
                Agreement

            	
              7.1

            
	
              Escrow
                Amount

            	
              7.1

            
	
              Financial
                Statements

            	
              4.6

            
	
              Indemnified
                Company Party

            	
              8.2

            
	
              Indemnified
                Parent Party

            	
              8.1

            
	
              Indemnified
                Person

            	
              7.8

            
	
              Material
                Breach Matter

            	
              7.9

            
	
              Merger

            	
              Recitals

            
	
              Merger
                Consideration Per Common Share

            	
              3.1(b)

            
	
              Merger
                Sub

            	
              Recitals

            
	
              Parent

            	
              Recitals

            
	
              Peg
                Price

            	
              3.1(b)

            
	
              Post
                Closing Indebtedness

            	
              7.5

            
	
              Real
                Estate Leases

            	
              4.7

            
	
              Real
                Property

            	
              4.7

            
	
              Required
                Consents

            	
              4.3

            
	
              Securities
                Act

            	
              5.2(a)

            
	
              Supplemental
                Payment

            	
              3.2(a)

            
	
              Surviving
                Corporation

            	
              2.1

            
	
              Unaudited
                Financial Statements

            	
              4.6

            


    

     

    
      
        
        

      

      
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    (c)  Interpretive
      Matters.  The parties hereto have participated jointly in the
      negotiation and drafting of this Agreement and the other agreements contemplated
      hereby and, in the event an ambiguity or question of intent or interpretation
      arises, this Agreement shall be construed as jointly drafted by the parties
      hereto and no presumption or burden of proof shall arise favoring or disfavoring
      any party by virtue of the authorship of any provision of this
      Agreement.

     

    ARTICLE
      II - THE MERGER

     

    2.1    The
      Merger.  Upon the terms and subject to the conditions set forth in
      this Agreement and in accordance with the TBCA, Merger Sub shall be merged
      with
      and into the Company at the Effective Time.  Following the Effective
      Time, the separate corporate existence of Merger Sub shall cease, and the
      Company shall continue as the surviving corporation in the Merger (the
“Surviving Corporation”) and shall succeed to and assume all the rights
      and obligations of Merger Sub in accordance with the TBCA.

     

    2.2    Effective
      Time.  Subject to the provisions of this Agreement, as soon as
      practicable on the Closing Date, the parties shall file with the Secretary
      of
      State of the State of Texas Certificate of Merger (the “Certificate of
      Merger”) executed in accordance with the relevant provisions of the TBCA
      and, as soon as practicable on or after the Closing Date, shall make all other
      filings or recordings required under the TBCA.  The Merger shall
      become effective at such time as the Certificate of Merger are duly filed with
      the Secretary of State of the State of Texas, or at such other time as Parent
      and the Company shall agree and shall specify in the Certificate of Merger
      (the
      date and time the Merger becomes effective being the “Effective
      Time”).

     

    2.3    Effects
      of the Merger.  The Merger shall have the effects set forth in
      this Agreement and the applicable provisions of the TBCA.  Without
      limiting the generality of the foregoing, and subject thereto, at the Effective
      Time, all the properties, rights, privileges, powers and franchises of the
      Company and Merger Sub shall vest in the Surviving Corporation, and all debts,
      liabilities and duties of the Company and Merger Sub shall become the debts,
      liabilities and duties of the Surviving Corporation.

     

    2.4    Certificate
      of Formation and By-laws.

     

    (a)    The
      Certificate of Formation of the Company, as in effect immediately prior to
      the
      Effective Time, shall be the Certificate of Formation of the Surviving
      Corporation until thereafter changed or amended as provided therein or by
      applicable Law.

     

    (b)    The
      By-laws of the Company, as in effect immediately prior to the Effective Time,
      shall be the By-laws of the Surviving Corporation until thereafter changed
      or
      amended as provided therein or by applicable Law.

     

    2.5    Directors.  The
      persons set forth on Exhibit 2.5 shall be the directors of the Surviving
      Corporation until the earlier of their resignation or removal or until their
      respective successors are duly elected and qualified, as the case may
      be.

     

    
      
        
        

      

      
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    2.6    Officers.  The
      persons set forth on Exhibit 2.6 shall be the officers of the Surviving
      Corporation, until the earlier of their resignation or removal or until their
      respective successors are duly elected and qualified, as the case may
      be.

     

    2.7    Closing
      Date.  Subject to the satisfaction of the conditions set forth in
Sections 10.1 and 10.2 hereof (or the waiver thereof by the party
      entitled to waive that condition), the closing of the transactions contemplated
      hereby (the “Closing”) shall take place at the offices of at the offices
      of The Amacore Group, Inc., 195 International Parkway, Suite 101, Lake Mary,
      FL
      32746 (or at such other place as Parent and the Company may designate in
      writing) at 10:00 a.m. (Eastern time) on a date to be specified by Parent and
      the Company, which date shall be no later than the second (2nd) Business
      Day
      after the satisfaction or waiver of each condition to the Closing set forth
      in
Article VIII (other than conditions that by their nature are to be
      satisfied at the Closing, but subject to the satisfaction or waiver of such
      conditions), unless another time or date, or both, are agreed to in writing
      by
      Parent and the Company.  The date on which the Closing shall occur is
      referred to in this Agreement as the “Closing Date”.

     

    ARTICLE
      III - EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT
      CORPORATIONS; EXCHANGE OF CERTIFICATES

     

    3.1    Effect
      on Capital Stock.  As of the Effective Time, by virtue of the
      Merger and without any further action on the part of Parent, Merger Sub, the
      Company or the holder of any shares of common stock, par value $0.01 per share
      of the Company (the “Company Common Stock”) or any shares of capital
      stock of Merger Sub:

     

    (a)  Capital
      Stock of Merger Sub.  Each issued and outstanding share of common
      stock, par value $0.001 per share, of Merger Sub shall be converted into and
      become one validly issued, fully paid and non-assessable share of common stock,
      par value $0.01 per share, of the Surviving Corporation.

     

    (b)  Company
      Common Stock.  Each issued and outstanding share of Company Common
      Stock shall be converted into the right to receive 2.469771 unregistered shares
      of Parent Common Stock (the “Merger Consideration Per Common Share”) such
      that an aggregate of 2,469,771 shares of Parent Common Stock shall be issued
      to
      the Stockholders at the Closing.  The Merger Consideration Per Common
      Share is based on a value of the Company of $12,348,855.00 (the “Agreed
      Value”) and assumes a price per share of the Parent Common Stock of Five
      Dollars ($5.00) (the “Peg Price”).

     

    3.2    Share
      Adjustment.  On the Adjustment Date, Parent and the Stockholders
      shall, if necessary, adjust the shares issued to the Stockholders at the Closing
      as follows:

     

    (a)  The
      Peg Price as
      described in Section 3.1(b) above shall be restated so as to reflect the
      average trading price of Parent Common Stock as quoted on the OTC BB or such
      other exchange or quotation system upon which Parent Common Stock is trading
      for
      the immediate preceding 30-day period. If the average trading price as so
      determined is below $5.00 per share, but not less than $1.50 per share (subject
      to Section 3(c)(ii)), the Stockholders shall be issued (within five (5)
      Business Days of the Adjustment Date) such additional shares of Parent Common
      Stock as may be necessary so that the aggregate number of shares of Parent
      Common Stock issued to the Stockholders has a value equal to the Agreed Value
      as
      of the Adjustment Date (the “Supplemental Payment”).

     

    
      
        
        

      

      
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    (b)  In
      the event shares of
      Parent Common Stock have an average trading price as determined in accordance
      with procedures set forth in Section 3.2(a) of $5.00 or in excess of
      $5.00 per share, no adjustment shall be made in the amount of shares of Parent
      Common Stock previously issued to the Stockholders, which issuance shall be
      deemed final and not subject to further adjustment.

     

    (c)  In
      the event shares of
      Parent Common Stock have an average trading price of less than $1.50 as
      determined in accordance with procedures set forth in Section 3.2(a),
      Parent shall within five (5) Business Days of the Adjustment Date
      either:

     

    (i)  Provide
      notice to the Stockholders’ Representative of its intent to effectively unwind
      the Merger, in which event Parent shall immediately and irrevocably transfer
      to
      the Stockholders one hundred percent (100%) of the outstanding capital stock
      of
      the Surviving Corporation (free of any Encumbrances) in the same proportions
      the
      Stockholders held their Shares in the Company immediately prior to the Effective
      Time as set forth on Schedule 4.4; and the Stockholders shall deliver to
      Parent eighty percent (80%) of the shares Parent Common Stock previously
      delivered to the Stockholders as merger consideration pursuant to Section
      3.1; or

     

    (ii)  Issue  the
      Stockholders the Supplemental Payment pursuant to the restated Peg Price in
      accordance with Section 3.2(a).

     

    (d)    In
      the event
      of a Change in Control prior to the Adjustment Date, the share adjustment and
      procedures set forth in Sections 3.2(a) through (c) shall be
      performed immediately prior to the Change in Control with the adjusted price
      per
      share to be determined by the value imputed by such Change in
      Control.

     

    (e)    In
      case
      Parent shall (i) declare a dividend or make a distribution on its outstanding
      shares of Parent Common Stock in shares of Parent Common Stock or (b) subdivide,
      combine or reclassify its outstanding shares of Parent Common Stock into a
      greater or lesser number of shares, the Peg Price and per share prices set
      forth
      in this Section 3.2 and in effect at the time of the record date for such
      dividend or distribution or the effective date of such subdivision, combination
      or reclassification shall be appropriately adjusted to reflect the intention
      of
      the parties as reflected in this Section 3.2.

     

    3.3    Closing
      Deliveries of the Parent.  At the Closing, the Parent shall
      deliver to the Stockholders certificates or a copy of Parent’s letter to its
      transfer agent authorizing the agent to deliver to each Stockholders their
      shares of Parent’s Common Stock in accordance with Section
      3.1.  In addition, the Parent shall deliver to the Stockholders
      the signed Transaction Documents and such other documents, if any, as the
      parties may deem to be necessary to carry out the intent of this
      Agreement.  The Stockholders acknowledge that said shares will be
      deemed “restricted” securities under Rule 144.  Each of the
      Stockholders agree that following the eighteen (18) month anniversary of the
      Closing Date, they will sell such shares only in accordance with the then
      existing Rule 144 selling formula for shares held more than one year but less
      than two years or pursuant to another applicable exemption or registration
      statement.

     

    3.4    Closing
      Deliveries of the Stockholders.  At the Closing, the Stockholders
      shall deliver to the Parent certificates for the Shares duly endorsed for
      transfer or accompanied by an executed stock power, transferring such Shares
      to
      Parent.  The shares to be delivered to the Parent shall equal 100% of
      the issued and outstanding shares of the Company.  In addition, the
      Stockholders shall deliver to the Parent the executed Transaction Documents,
      as
      applicable, as and such other documents, if any, as the parties may deem to
      be
      necessary to carry out the intent of this Agreement.  Included within
      the foregoing will be any consent necessary from person, firms and/or
      corporations in contract with the Company which consents are required pursuant
      to the terms of said contractual arrangements in transactions such as the one
      contemplated by this Agreement.

     

    
      
        
        

      

      
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    ARTICLE
      IV - REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     

    Except
      as
      disclosed in the disclosure schedules (the “Disclosure Schedules”)
      delivered to Parent and Merger Sub in connection with this Agreement, the
      Company hereby represents and warrants to Parent and Merger Sub that each
      statement contained in this Article IV is true and correct as of the
      Closing.  The Disclosure Schedules have been arranged for purposes of
      convenience only, in sections corresponding to the Sections of this Article
      IV.  Each section of the Disclosure Schedules will be deemed to
      incorporate by reference all information disclosed in any other section of
      the
      Disclosure Schedules.

     

    4.1    Corporate
      Status.  The Company is a Texas, Sub-Chapter S corporation duly
      organized, validly existing and in good standing under the Laws of the
      jurisdiction in which it was incorporated, and is qualified to do business as a
      foreign corporation in any jurisdiction where such corporation is required
      to be
      so qualified.  The Company has delivered to the Parent current,
      correct and complete copies of its Charter Documents and bylaws, both of which
      are in full force and effect as of the date hereof, and its minute book along
      with a Certificate of Good Standing in the state in which the Company is
      incorporated and such other states in which it is authorized to do
      business.

     

    4.2    Authorization.  The
      Company has the requisite power and authority to carry on its business as now
      conducted.  The Company has the requisite power and authority to
      execute and deliver any of the respective Transaction Documents to which it
      is
      or will at the Closing become a party and to perform the transactions to be
      performed by it.  Such execution, delivery and performance have
      respectively been duly authorized by all necessary corporate action with respect
      to the Company.  Each Transaction Document executed and delivered by
      the Company as of the date hereof has been duly executed and delivered by the
      Company and constitutes a valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms.  The
      Company’s Board of Directors and Stockholders have unanimously approved the
      Merger contemplated under this Agreement.

     

    4.3    Consents
      and Approvals.  Except for any filings, consents or approvals
      specified on Schedule 4.3 (the “Required
      Consents”), neither the execution and delivery by the Company of the
      Transaction Documents to which it is or will be a party, nor the performance
      of
      the transactions performed or to be performed by the Company, will require
      any
      filing, consent, renegotiation or approval, constitute a default or cause any
      payment obligation to arise under: (a) any Law or Order to which the Company
      is
      subject; (b) the Charter Documents or bylaws of the Company; or (c) any material
      Contract, Permit or other document to which the Company is a party by which
      the
      properties or other assets of the Company may be
      subject.  

     

    4.4    Capitalization
      and
      Stock Ownership.  The capitalization of the Company is set forth
      on Schedule 4.4.  Except as set forth on Schedule 4.4
      hereto, there are no existing options, warrants, calls, commitments or other
      rights of any character (including conversion or preemptive rights) relating
      to
      the acquisition of any issued or unissued capital stock or other securities
      of
      the Company.  All of the Shares are duly and validly authorized and
      issued, fully paid and non-assessable.  The Stockholders are the
      record and sole beneficial owners of all of the Shares in the respective amounts
      specified on Schedule 4.4, free and clear of all
      Encumbrances.  Upon completion of the transactions at the Closing, the
      Parent will receive valid title to all of the Shares, free and clear of all
      Encumbrances, which shares will represent 100% of the issued and outstanding
      shares of the Company as of the Closing.

     

    
      
        
        

      

      
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    4.5    Title
      to
      Assets and Related Matters.  The Company has good and marketable
      title to, valid leasehold interests in or valid licenses to use, all of the
      assets, free from any Encumbrances except: (a) those specified in Schedule
      4.5; (b) liens for taxes not yet due; and (c) with respect to real property;
      (i) minor imperfections of title, if any, none of which is substantial in
      amount, materially detracts from the value or impairs the use of the property
      subject thereto, or impairs the operations of the Company and (ii) zoning laws
      and other land use restrictions that do not impair the present use of the
      property subject thereto.  All tangible personal property included in
      the assets are suitable for the purposes for which they are used, in good
      working condition, reasonable wear and tear excepted and are free from any
      known
      defects.  

     

    4.6    Financial
      Statements.  The Company has delivered to Parent correct and
      complete copies of the Company’s unaudited  financial statements
      consisting of a balance sheet as of the end of each month from January 1, 2006
      through and including August 31, 2007 and the related
      statements of income for the periods then ended (the “Unaudited Financial
      Statements”), copies of which are attached as Schedule
      4.6.  All such Unaudited Financial Statements are referred to
      herein collectively as the “Financial Statements”.  The
      Financial Statements are consistent in all material respects with the books
      and
      records of the Company, and there have not been and will not be any material
      transactions that have not been recorded in the accounting records underlying
      such Financial Statements.  The Financial Statements present fairly
      the financial position, results of operations, cash flows and assets and
      Liabilities of the Company as of the dates thereof, and for the periods then
      ended, subject to normal recurring year-end adjustments and the absence of
      footnote disclosure in the case of the Unaudited Financial
      Statements.

     

    4.7    Real
      Property.  Schedule 4.7 accurately describes all real
      estate used in the operation of the Company’s business as well as any other real
      estate possessed or leased by the Company and the improvements (including
      buildings and other structures) located on such real estate (collectively,
      the
“Real Property”), and lists any leases under which any such Real Property
      is possessed (the “Real Estate Leases”).  All of the Real
      Property (a) is usable in the Ordinary Course of Business and is in good
      operating condition and repair and (b) conforms with any applicable Laws, except
      as set forth in Section 4.5 above.  Each Real Estate Lease is
      in full force and effect and has not been assigned, modified, supplemented
      or
      amended and the Company is not in default under any such lease.

     

    4.8    Certain
      Personal Property.  Schedule 4.8 sets forth a complete
      fixed asset schedule, describing all items of tangible personal property with
      an
      individual carrying value of at least $10,000 that were included in the Company’
balance sheet dated August 31, 2007 and attached hereto in Schedule
      4.6.  No person other than the Company owns any vehicles,
      equipment or other tangible assets located on the Real Property that is
      necessary for the operation of the business.  The assets are suitable
      for the purposes for which such assets are currently used or are held for use,
      and are in good working condition, subject to normal wear and tear.

     

    4.9    Liabilities.  The
      Company has no Liabilities, other than the Liabilities specified on Schedule
      4.9.

     

    
      
        
        

      

      
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    4.10  
      Taxes.

     

    (a)  The
      Company has timely
      filed all material Tax Returns and extensions required to be filed for all
      taxable years and periods and through the date hereof. All such Tax Returns
      were
      correct and complete in all material respects.  All material Taxes
      owed by the Company have been paid.  There are no liens for Taxes on
      any of the assets (except for liens for Taxes not yet due and
      payable).

     

    (b)  The
      Company has properly
      withheld and timely paid over to the proper taxing authority all Taxes required
      to have been withheld and paid in connection with amounts paid or owing to
      any
      employee, independent contractor, creditor, shareholder, member or other third
      party and has complied with all information reporting and backup withholding
      requirements, including maintenance of required records with respect thereto
      in
      connection with any amounts paid to any employee, independent contractor,
      creditor or third party.

     

    4.11    Legal
      Proceedings and Compliance with Law.

     

    (a)  Except
      as set forth on
Schedule 4.11(a), there are no Legal Proceedings that are pending or, to
      the Knowledge of the Company, threatened in writing against the Company (i)
      against or involving directly or indirectly its business or (ii) challenging
      any
      of the transactions that would have a Material Adverse Effect on the
      business.

     

    (b)  Except
      as set forth on
Schedule 4.11(b), the Company is in compliance with all laws applicable
      to the business as presently conducted.

     

    4.12    Contracts.

     

    (a)  Schedule
      4.12 lists all Contracts of the following types to
      which the Company is a party or by which it is bound, including all Contracts
      that may be terminated by the Company on less than 30 days’ notice without any
      material Liability:

     

    (i)  Contracts
      with any
      present or former shareholder, director, officer, employee, partner or
      consultant of the Company thereof, or any other Contract calling for the payment
      of money by the Company to any third party in exchange for
      services;

     

    (ii)  Contracts
      for the future
      purchase of, or payment for, supplies or products, or for the lease of an asset
      from or the performance of services by a third party, or any Contracts for
      the
      sale of products with respect to any one supplier or other party;

     

    (iii)  Contracts
      to sell or supply products or to perform services;

     

    (iv)  Contracts
      to lease to or to operate for any other party any asset;

     

    
      
        
        

      

      
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    (v)  Any
      license, franchise,
      distributorship or sales agency agreement or other similar agreements, including
      those that relate in whole or in part to any software, technical assistance
      or
      other know-how used in the past twenty-four (24) months.

     

    (vi)  Any
      notes, debentures,
      bonds, conditional sale agreements, equipment trust agreements, letter of credit
      agreements, reimbursement agreements, loan/repayment agreements or other
      Contracts for the borrowing, repayment or lending of money, agreements or
      arrangements for a line of credit or for a guarantee of, or other undertaking
      in
      connection with, the indebtedness of the Company;

     

    (vii)  Contracts
      for any capital expenditure or leasehold improvement;

     

    (viii)  Any
      Contracts under which
      any encumbrances exist with respect to any assets; and

     

    (ix)  Any
      other
      Contracts.

     

    (b)  The
      Company has delivered
      to Parent complete and correct copies of all written Contracts, together with
      all amendments thereto, and accurate descriptions of all material terms of
      all
      oral Contracts, set forth or required to be set forth on Schedule
      4.12.

     

    4.13    Employee
      Relations.  Except as set forth on Schedule 4.13, the
      Company: (a) is not a party to, involved in or, to the Knowledge of the Company,
      threatened by any labor dispute or unfair labor practice charge; (b) is not
      currently negotiating any collective bargaining agreement; and (c) has not
      made
      arrangements with any labor union or employee association or made commitments
      to
      or conducted negotiations with any labor union or employee association with
      respect to any future agreements.  The Company has delivered to Parent
      a complete and correct list of the names and salaries, bonus and other cash
      compensation of all employees (including officers) of the Company whose total
      cash compensation for 2006 exceeded, or whose total compensation for 2007 is
      expected to exceed, $40,000.

     

    4.14    Additional
      Information. Schedule
      4.14 accurately lists the following:

     

    (a)  the
      names
      of all officers and directors of the Company;

     

    (b)  the
      names
      and addresses of every bank or other financial institution in which the Company
      maintains an account (whether checking, saving or otherwise), lock box or safe
      deposit box, and the account numbers and names of persons having signing
      authority or other access thereto;

     

    (c)  the
      names
      of all persons authorized to borrow money or incur or guarantee indebtedness
      on
      behalf of the Company; and

     

    (d)  all
      names
      under which the Company has conducted any part of the Company’s business or that
      it has otherwise used at any time during the past three years.

     

    
      
        
        

      

      
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    4.15    Accuracy
      of Information.  The representations and warranties made or
      contained in this Agreement, the schedules and exhibits attached hereto and
      the
      certificates and statements executed or delivered in connection herewith, and
      the information concerning the business of the Company delivered to the Parent
      in connection with or pursuant to this Agreement when taken together, including
      any additional disclosures set forth in Schedule 4.15, do not contain any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary in order to make such representations, warranties
      or other material not misleading.  No event has occurred and nothing
      material has come to the attention of the Company that would indicate that
      any
      of such information (together with any written updates thereof furnished by
      the
      Company) is not true and correct in all material respects as of the date
      hereof.  There are no facts known to the Stockholders that currently
      or would have a Material Adverse Effect and that have not been specifically
      disclosed herein or in a schedule furnished herewith, other than economic
      conditions affecting the industry of the Company generally.

     

    ARTICLE
      V
      - REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

     

    5.1    Representations
      and Warranties.  Each Stockholder hereby, severally and not
      jointly, represents and warrants to the Parent as follows:

     

    (a)  this
      Agreement constitutes a legal, valid and binding obligation of the Stockholder,
      enforceable against such Stockholder in accordance with its terms;

     

    (b)  neither
      the execution and delivery by the Stockholder of this Agreement, nor the
      performance of the transactions to be performed by the Stockholder hereunder,
      will require any filing, consent or approval by a third party or constitute
      a
      default under (i) any Regulation or Order to which the Stockholder is subject,
      or (ii) any Contract or other document to which the Stockholder is a party
      or by which the properties or other assets of the Stockholder may be
      subject;

     

    (c)  the
      Stockholder is the record and sole beneficial owners of the Shares set opposite
      his name in Schedule 4.4, free and clear of all
      Encumbrances;

     

    (d)  upon
      completion of the transactions at the Closing, the Parent shall receive valid
      title to the Stockholder’s Shares, free and clear of all Encumbrances, other
      than those imposed by applicable securities laws;

     

    (e)  the
      Stockholder’s Shares are not subject to any pre-emptive rights or rights of
      first refusal, and neither the execution and delivery by the Stockholder
      violates any pre-emptive rights or rights of first refusal enforceable against,
      by statute or otherwise, the Shares; and

     

    (f)  to
      best
      of the Stockholder’s knowledge, the representations of the Company are true and
      accurate as of the date hereof and will be true and accurate as of the
      Closing.

     

    5.2           Accredited
      Investor Status.  Each Stockholder hereby, severally and not
      jointly, represents and warrants to the Parent as follow:

     

    (a)  the
      Stockholder
      represents that he, she or it has sufficient knowledge and experience in
      financial and business matters that he, she or it is capable of evaluating
      the
      merits and risks of the acquisition of Parent Common Stock and also that
      he/she/it is an “accredited investor” as that term is defined in Regulation D of
      the Securities Act of 1933, as amended (the “Securities
      Act”);

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (b)  the
      Stockholder is aware
      of the applicable limitations under the Securities Act relating to a subsequent
      sale, transfer, pledge, mortgage, hypothecation, gift, assignment or other
      encumbrance of the Parent Common Stock; and

     

    (c)  the
      Stockholder realizes
      that the Parent is relying on the validity of these representations and
      agreements contained herein and in the other Transaction Documents in issuing
      the Parent Common Stock to the Stockholder without registration under the
      Securities Act or any state securities laws.

     

    ARTICLE
      VI - REPRESENTATIONS AND WARRANTIES OF PARENT

     

    Parent
      hereby represents and warrants to the Company and the Stockholders
      that:

     

    6.1    Enforceability.
      (a) This Agreement constitutes a legal, valid and binding obligation of Parent,
      enforceable against the Parent in accordance with its terms; and (b) neither
      the
      execution and delivery by the Parent of this Agreement, nor the performance
      of
      the transactions to be performed by the Parent hereunder, will require any
      filing, consent or approval by a third party or constitute a Default under
      (i)
      any Regulation or Order to which the Parent is subject, or (ii) any
      agreement, contract or other document to which the Parent is a party or by
      which
      the properties or other assets of the Parent may be subject.

     

    6.2    Accredited
      Investor Status.

     

    (a)  Parent
      is
      aware of the applicable limitations under the Securities Act, relating to the
      Shares to be acquired by Parent and that the Shares have not been registered
      under the Securities Act, and that such securities cannot be sold unless they
      are subsequently registered under the Securities Act and applicable state
      securities laws or an exemption from such registration is
      available.

     

    (b)  Parent
      is
      acquiring the Shares solely for investment purposes, with no present intention
      of distributing or reselling any of the Shares.

     

    (c)  Parent
      has such knowledge and experience in financial and business matters that it
      is
      capable of evaluating the merits and risks of the acquisition of the
      Shares.

     

    (d)  Parent
      acknowledges that the Company is relying on the validity of the Parent's
      representations and agreements contained herein in granting the Shares to it
      without registration under the Securities Act.

     

    6.3    Litigation.  There
      are no Legal Proceedings pending or, to the knowledge of Parent, threatened
      that
      are reasonably likely to prohibit or restrain the ability of Parent to enter
      into this Agreement or consummate the transactions contemplated
      hereby.

     

    
      
        
        

      

      
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    6.4    Organization
      and Good Standing.  Parent is a corporation duly organized,
      validly existing and in good standing under the laws of the State of Delaware
      and has all requisite corporate power and authority to own, lease and operate
      properties and carry on its business.  Merger Sub is a corporation
      duly organized, validly existing and in good standing under the laws of the
      State of Texas and has all requisite corporate power and authority to own,
      lease
      and operate properties and carry on its business.  Merger Sub is a
      newly-formed corporation organized for the sole purpose of being merged with
      and
      into the Company as part of the Merger and has no assets, liabilities or
      properties and otherwise does not conduct any business.

     

    ARTICLE
      VII - COVENANTS

     

    7.1    Escrow
      Agreement.  At the Closing, the parties will execute and exchange
      the “Escrow Agreement”, in the form mutually agreed to by Parent and the
      Stockholders’ Representative, it being the intent of the
      parties that one hundred percent (100%) of each respective Stockholder’s
      aggregate merger consideration received pursuant to this Agreement shares be
      held in escrow for a term of eighteen (18) months, in order to assure the
      Stockholders’ ability to fulfill the indemnification obligations set forth in
      Article VIII hereof (such aggregate number of shares of Parent Common Stock
      is
      referred to herein as the “Escrow Amount”

     

    7.2    Compliance
      with Rule 144. For so long as Parent is subject to the reporting
      requirements of Section 13 or 15 of the Exchange Act of 1934, as amended (the
      “Exchange Act”) and any of the Parent Common Stock issued to the
      Stockholders pursuant to this Agreement are not freely tradable, Parent will
      use
      its best efforts to file the reports required to be filed by it under the
      Securities Act and Sections 13(a) or 15(d) of the Securities Exchange, or,
      if
      Parent ceases to be so required to file such reports, it will, upon the request
      of any Stockholder, (a) make publicly available such information as is necessary
      to permit sales of securities of Parent pursuant to Rule 144 under the
      Securities Act and (b) take such further action that is reasonable in the
      circumstances, in each case, to the extent required from time to time to enable
      the Stockholders to sell their Parent Common Stock without registration under
      the Securities Act within the limitation of the exemptions provided by Rule
      144
      under the Securities Act, as such rule may be amended from time to time, or
      any
      similar rules or regulations hereinafter adopted by the SEC.

     

    7.3    Stockholders’
      Representative and Joinder Agreement.  At the Closing, the
      Stockholders shall each execute the “Stockholders’ Representative and Joinder
      Agreement”, in the form mutually agreed to by the Stockholders and the
      Parent, pursuant to which the Stockholders shall each become a party to this
      Agreement and appoint the Stockholders’ Representative as provided
      therein.

     

    7.4    Employment
      and Employee Benefits.  Ty Bruggemann, shall be permitted to
      maintain his staff and such employee benefits as are in place as of the closing
      in such a manner as he sees fit.

     

    
      
        
        

      

      
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    7.5    Certain
      Company Indebtedness. Parent agrees and acknowledges
      that the indebtedness set forth on Schedule 7.5 (the “Post Closing
      Indebtedness”) is not to be paid at Closing but shall be paid in accordance
      with the timing set forth on such Schedule 7.5.  In order to
      secure the performance by Parent of its obligations under this Section
      7.5, Parent and the Stockholders’ Representative shall negotiate in good
      faith to enter into a mutually acceptable escrow agreement, pursuant to which
      the aggregate amount of the indebtedness set forth on Schedule 7.5 shall,
      at Closing, be placed in escrow.  Such amounts in escrow shall be used
      to make payments on the Company’s indebtedness as specified in this Section
      7.5 and Schedule 7.5.

     

    7.6    Tax
      Matters.  Parent shall cause to be timely filed all Tax Returns
      required to be filed by or with respect to the Surviving Corporation that are
      due on or after the Closing Date and shall pay or cause to be paid all Taxes
      due
      thereon.

     

    7.7    Operation
      of Company Business.  Following the Closing and until such time as
      the Adjustment Date has occurred and the parties have determined whether or
      not
      they intend to effect an unwinding of the Merger in accordance with Schedule
      3.2(c), Parent covenants and agrees that all business related to the Company
      will be conducted by the Company consistent with past practice such that all
      assets and contracts related to the Company’s business shall be titled to and
      entered into in the name of the Company and the Company shall not incur any
      liabilities other than in the Ordinary Course of Business.  Parent
      will take no actions for the purpose of adversely impacting the assets or
      business of the Company.  In the event of an unwinding of the Merger
      pursuant to Section 3.2(c), all assets and contracts shall remain with
      the Company following the unwinding.

     

    7.8    Indemnification
      of Company Officers and Directors.  From and after the Effective
      Time, Parent shall, or Parent shall cause the Surviving Company, not to 
      oppose  obtaining insurance coverage in the form of D & O insurance for
each any person who is now, or has been at any time prior to the
      Effective Time, an officer or director of the Company for
      acts
      occurring prior to the closing provided same is reasonably
      obtainable.

     

    7.9    Supplementation
      and Amendment of Schedules.  Parent shall notify the Company
      promptly, and in any event before Closing, if Parent has knowledge of any matter
      (a “Material Breach Matter”) the existence of which, individually or in
      the aggregate with respect to all such matters, constitutes a material breach
      by
      the Company of any representation or warranty in, or of this
      Agreement.  

     

    ARTICLE
      VIII - SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
      INDEMNIFICATION

     

    8.1    Survival
      Past Closing.  The representations and warranties of the parties
      hereto contained herein shall survive the Closing for a period of  two
      (2) years.

     

    
      
        
        

      

      
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    8.2    Indemnification
      by the Stockholders.  From and after the Closing Date, the
      Stockholders, shall jointly and severally indemnify and hold harmless the Parent
      and (if any) its successors and assigns, officers, directors, employees,
      stockholders, agents, Affiliates and any person who controls any of such persons
      within the meaning of the Securities Act (each, an “Indemnified Parent
      Party”) from and against any liabilities, claims, demands, judgments,
      losses, costs, damages or expenses whatsoever (including reasonable attorneys’,
      consultants’ and other professional fees and disbursements, nature and
      description incurred by such Indemnified Parent Party in connection therewith)
      (collectively, “Damages”) that such Indemnified Parent Party may sustain,
      suffer or incur and that result from, arise out of or relate to: (a) any breach
      of any of the respective representations, warranties, covenants or agreements
      of
      the Company or any Stockholder; (b) any Taxes of the Company with respect to
      any
      tax period or partial period ending on or before the Closing Date (or for any
      tax period or partial period beginning before and ending after the Closing
      Date
      to the extent allocable to the portion of such period beginning before and
      ending on the Closing Date) and (c) for any undisclosed Liabilities of the
      Company not set forth on the Schedules hereto.

     

    8.3    Indemnification
      by the Parent.  From and after the Closing Date, the Parent shall
      indemnify and hold harmless the Stockholders and their respective successors
      and
      assigns (if any), and their respective officers, directors, employees,
      stockholders, agents, Affiliates and any Person who controls any of such Persons
      within the meaning of the Securities Act or the Exchange Act (each, an
“Indemnified Company Party”) from and against any Damages that such
      Indemnified Company Party may sustain, suffer or incur and that result from
      arise out of or relate to any breach of any of the respective representations,
      warranties, covenants or agreements of the Parent contained in this
      Agreement.

     

    8.4    Claims
      Period.  Any claim for indemnification under this Article
      VIII shall be made by giving a notice to the other party on or before the
      first anniversary of the Closing Date as provided in the Escrow Agreement or
      the
      claim under this Article VIII shall be invalid.

     

    8.5    Third
      Party Claims.  An indemnified party that desires to seek
      indemnification under any part of this Article VIII with respect to
      any actions, suits or other administrative or judicial proceedings (each, an
      “Action”) that may be instituted by a third party shall give each
      indemnifying party prompt notice of a third party’s institution of such
      Action.  After such notice, any indemnifying party may, or if so
      requested by such indemnified party, any indemnifying party shall, participate
      in such Action or assume the defense thereof, with counsel satisfactory to
      such
      indemnified party; provided, however, that such indemnified party shall have
      the
      right to participate at its own expense in the defense of such Action; and
      provided, further, that the indemnifying party shall not consent to the entry
      of
      any judgment or enter into any settlement, except with the written consent
      of
      such indemnified party (which consent shall not be unreasonably
      withheld).  Any failure to give prompt notice under this Section
      8.5 shall not bar an indemnified party’s right to claim indemnification
      under this Article VIII, except to the extent that an indemnifying party
      shall have been harmed by such failure.

     

    8.6    Effect
      of Investigation or Knowledge.  Any claim by an Indemnified Parent
      Party for indemnification shall not be adversely affected by any investigation
      by or opportunity to investigate afforded to the Parent.  Each party
      hereto shall be deemed to be relying on the representations and warranties
      of
      any other party set forth herein, regardless of any investigation or audit
      conducted before or after the Closing Date or the decision of any party to
      consummate the Merger contemplated hereby and complete the Closing.

     

    8.7    Contingent
      Claims.  Nothing herein shall be deemed to prevent an indemnified
      party from making a claim hereunder for potential or contingent claims or
      demands provided the Claim Notice sets forth the specific basis for any such
      potential or contingent claim to the extent then feasible and the indemnified
      party has reasonable grounds to believe that such a claim or demand may be
      made.

     

    
      
        
        

      

      
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    8.8    Application
      of the Escrow Amount; Exclusive Remedy; Limitations.

     

    (a)  In
      the
      event Parent has a claim and believes in good faith that it is entitled to
      indemnification under this Article VIII, then Parent shall make a claim
      for such amount in accordance with the terms of the Escrow
      Agreement.

     

    (b)  Prior
      the
      release of the Escrow Amount to the Stockholders, any indemnity claim pursuant
      to Sections 8.2 shall be satisfied first by recovery against the Escrow
      Amount;

     

    (c)  The
      aggregate liability of the Stockholders for Damages pursuant to Article
      VIII shall not in any event exceed an amount equal to the Agreed Value plus
      the Closing Indebtedness plus the Post Closing Indebtedness.

     

    (d)  Notwithstanding
      anything contained herein to the contrary, (i) each of the Stockholders (in
      his
      or its sole discretion) shall have the right to pay any claim amount made
      pursuant to this Article VIII in either cash and/or shares of Parent
      Common Stock to satisfy any such claim amount, and (ii) each share of Parent
      Common Stock shall for purposes of claims made under this Article VIII be
      deemed to have a value equal to the Peg Price (as may be restated pursuant
      to
Section 3.2(a) and adjusted for Parent stock splits, stock dividends and
      stock combinations that occur).

     

    (e)  No
      amount
      shall be payable under this Article VIII by Stockholders as
      indemnifying parties or Parent as the indemnifying party unless and until the
      aggregate amount of all indemnifiable Damages otherwise payable exceeds
      twenty-five thousand dollars ($25,000.00), in which event the amount payable
      shall be the entire amount of the Damages.

     

    (f)  Except
      as
      to claims based on fraud, the sole recourse and exclusive remedy of Parent
      and
      Stockholders against each other arising out of this Agreement, whether based
      on
      tort, contract, statutory or common law remedy or equitable remedy or otherwise,
      including but not limited to, any misrepresentation, breach of warranty or
      otherwise, shall be to assert a claim for indemnification under the
      indemnification provisions of this Article VIII and Parent and
      Stockholders each covenant that it or they will not seek to obtain any remedy
      except as provided in this Article VIII.

     

    8.9    Termination
      of Indemnification.

     

    (a)  Any
      indemnity claim based
      on fraud shall survive without any time limitations.

     

    (b)  Any
      indemnity claim based
      on any matter which has been described in a notice to an indemnifying party
      pursuant to Section 8.6 of this Agreement prior to the expiration of the
      applicable time limitation set forth in Section 8.1 above shall survive
      until the claim is finally resolved.

     

    
      
        
        

      

      
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    ARTICLE
      IX - EMPLOYMENT AGREEMENTS

     

    At
      the
      Closing, the Parent will enter into Employment Agreements with the parties
      named
      on Schedule 9, in the form agreed to by the
      applicable parties.

     

    ARTICLE
      X
      - CONDITIONS TO CLOSING

     

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

     

    (a)  the
      representations and warranties of the Company contained in this Agreement,
      disregarding all qualifications and exceptions contained therein relating to
      materiality or Material Adverse Effect, shall be true and correct as of the
      Closing Date as if made on and as of the Closing Date (or, if given as of a
      specific date, at and as of such date), except (x) for changes permitted by
      this
      Agreement or (y) where the failure to be true and correct would not have a
      Material Adverse Effect.  Parent shall have received a certificate
      signed on behalf of the Company by an authorized officer of the Company to
      such
      effect;

     

    (b)  the
      Company shall have performed and complied in all material respects with all
      obligations and agreements required by this Agreement to be performed or
      complied with by it on or prior to the Closing Date, and Parent shall have
      received a certificate signed by an authorized officer of the Company,
      confirming the foregoing;

     

    (c)  the
      parties shall have executed and deliver the Transaction Documents;

     

    (d)  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;

     

    (e)  Parent’s
      counsel shall have approved the provisions contained in Article II and its
      sub-parts, which approval will not be unreasonably withheld or delayed;
      and

     

    (f)  the
      parties shall have finalized and mutually agreed upon all Schedules and Exhibits
      hereto.

     

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

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (a)  The
      representations and warranties of Parent contained in this Agreement,
      disregarding all qualifications and exceptions contained therein relating to
      materiality or Material Adverse Effect, shall be true and correct in all
      material respects, in each case as of the date of this Agreement and as of
      the
      Closing Date as though made on and as of the Closing Date (or, if given as
      of a
      specific date, at and as of such date) , except where the failure to be true
      and
      correct would not reasonably be expected to impair in any material respect
      the
      ability of Parent or Merger Sub to perform its obligations under this Agreement
      or prevent or materially delay consummation of the Transactions.  The
      Company shall have received a certificate signed on behalf of Parent by an
      authorized officer of Parent to such effect;

     

    (b)  Parent
      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 on or prior to the Closing Date, and the Company shall have received
      a
      certificate signed by an authorized officer of Parent, confirming the
      foregoing

     

    (c)  the
      parties shall have executed and deliver the Transaction Documents;

     

    (d)  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;

     

    (e)  the
      Stockholders and Board of Directors of the Company shall have approved this
      Agreement;

     

    (f)  Parent
      shall have delivered and made payments in full satisfaction of the Company’s
      indebtedness set forth on Schedule 10.2(f) (the “Closing Indebtedness”)
      and all encumbrances, liens and guaranties arising from such indebtedness shall
      have been released or the respective payees shall have acknowledged in writing
      the release thereof upon receipt of the payment set forth on Schedule
      10.2(f); and

     

    (g)  the
      parties shall have finalized and mutually agreed upon all Schedules and Exhibits
      hereto. 

     

    10.3    Frustration
      of Closing Conditions.  Neither the Company nor Parent may rely on
      the failure of any condition set forth in Sections 10.1 or 10.2,
      as the case may be, if such failure was caused by such party’s failure to use
      its reasonable best efforts to comply with any provision of this
      Agreement.

     

    ARTICLE
      XI - TERMINATION

     

    11.1    Termination
      of Agreement.  This Agreement may be terminated and the Merger may
      be abandoned any time prior to the Effective Time as follows:

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    (a)  at
      the
      election of the Company or Parent on or after November 1, 2007, if the Effective
      Time shall not have then occurred by the close of business on such date,
      provided that neither Company nor Parent shall be entitled to terminate this
      Agreement on or after November 1, 2007 if the principal reason the Merger shall
      not have been consummated by such time is the willful, material breach by such
      party of its obligations under this Agreement;

     

    (b)  by
      mutual
      written consent of the Company and Parent;

     

    (c)  by
      the
      Company or Parent if there shall be in effect a final nonappealable Order of
      a
      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);

     

    (d)  by
      Parent
      if (x) Parent is not then in material breach of any of its representations,
      warranties, covenants or agreements contained in this Agreement, and (y) any
      of
      the conditions set forth in Sections 10.1(a) or 10.1(b) is
      incapable of fulfillment, or if the breach giving rise to the failure of any
      such conditions to be satisfied is capable of being cured, such breach shall
      not
      have been cured within (i) thirty (30) days following receipt by the Company
      of
      notice of such breach from Parent or (ii) if the Company is taking reasonable
      steps to cure such breach, sixty (60) days; or

     

    (e)  by
      the
      Company if (x) the Company is not then in material breach of any of its
      representations, warranties, covenants or agreements contained in this
      Agreement, and (y) any of the conditions set forth in
Sections 10.2(a) or 10.2(b) is incapable of fulfillment, or
      if the breach giving rise to the failure of any such conditions to be satisfied
      is capable of being cured, such breach shall not have been cured within (i)
      thirty (30) days following receipt by Parent of notice of such breach from
      the
      Company or (ii) if Parent is taking reasonable steps to cure such breach, sixty
      (60) days.

     

    11.2    Procedure
      Upon Termination.  In the event of termination of this Agreement
      by Parent or the Company, or both, pursuant to Section 11.1 hereof,
      written notice thereof shall forthwith be given to the other party, and this
      Agreement shall terminate, and the Merger contemplated hereby shall be
      abandoned, without further action by Parent or the Company.

     

    11.3    Effect
      of Termination.  In the event that this Agreement is validly
      terminated in accordance with Section 11.1, 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 Parent or the Company; provided, that no such termination shall
      relieve any party hereto from liability for any willful breach of this
      Agreement.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XII - GENERAL MATTERS

     

    12.1    Contents
      of Agreement.  This Agreement sets forth the entire understanding
      of the parties hereto with respect to the transactions contemplated herein
      and
      supersedes all prior agreements or understandings among the parties regarding
      those matters.

     

    12.2    Amendment,
      Parties in Interest, Assignment, Etc.  This Agreement may be
      amended, modified or supplemented only by a written instrument duly executed
      by
      each of the parties hereto.  This Agreement shall be binding upon and
      inure to the benefit of and be enforceable by the respective heirs, legal
      representatives, successors and permitted assigns of the parties
      hereto.  No party hereto shall assign this Agreement or any right,
      benefit or obligation hereunder, except that Parent may assign its rights and
      obligations hereunder provided that it remains obligated to fulfill its
      obligations hereunder. 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 contemplated by Sections 7.2, [7.3] and
      7.7.

     

    12.3    Interpretation.  Unless
      the context of this Agreement clearly requires otherwise, (a) references to
      the plural include the singular, the singular the plural, the part the whole,
      (b) ”or” has the inclusive meaning frequently identified with the phrase
“and/or” and (c) ”including” has the inclusive meaning frequently
      identified with the phrase “but not limited to.”  The section and
      other headings contained in this Agreement are for reference purposes only
      and
      shall not control or affect the construction of this Agreement or the
      interpretation thereof in any respect.  Section, subsection, schedule
      and exhibit references relate to this Agreement unless otherwise
      specified.  Each accounting term used herein that is not specifically
      defined herein shall have the meaning given to it under generally accepted
      accounting principles.

     

    12.4    Governing
      Law.  This Agreement shall be construed and interpreted in
      accordance with the laws of the State of Florida, without regard to its
      provisions concerning conflict of laws.

     

    12.5    Counterparts.  This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      binding as of the date first written above, and all of which shall constitute
      one and the same instrument.  Each such copy shall be deemed an original,
      and it shall not be neces­sary in making proof of this Agreement to produce
      or account for more than one such counterpart.

     

    12.6    Expenses.  Whether
      or not the transactions contemplated hereby are consummated, and except as
      otherwise provided in this Agreement, each of the Company and Parent shall
      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.

     

    12.7    Notices.  All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given (i) when delivered personally by hand (with written
      confirmation of receipt), (ii) when sent by facsimile (with written confirmation
      of transmission) or (iii) one Business Day following the day sent by overnight
      courier (with written confirmation of receipt), in each case at the following
      addresses and facsimile numbers (or to such other address or facsimile number
      as
      a party may have specified by notice given to the other party pursuant to this
      provision):

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
      	 	
              If
                to the Stockholders or the Stockholders’ Representative, to:

               

              LifeGuard
                Benefit Services, Inc.

              4929
                W. Royal Lane

              Irving,
                TX 75063

              Facsimile:  (972)
                915-4801

              Attn:  Ty
                Bruggemann, CEO

              


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

              


              Greenberg
                Traurig LLP

              1750
                Tysons Boulevard

              Suite
                1200

              McLean,
                VA  22102

              Facsimile:  (703)
                714-8359

              Attn:  Stephen
                W. McVearry, Esq.

              


              If
                to Parent, to:

              


              The
                Amacore Group, Inc.

              195
                International Parkway

              Suite
                101

              Lake
                Mary, FL 32746

              Attn:
                Jay Shafer, President

              Fax:
                (407) 805-0045

            


    

    
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their respective officers thereunto duly authorized, as of the date first
      written above.

     

     

    
      	 	LIFEGUARD
              BENEFIT SERVICES, INC.
	 	 
	 	 
	 	
              By:
                /s/ Ty
                Bruggemann                                         

              Name:
                Ty Bruggemann

              
                Title:
                  Chief Executive Officer

              

            
	 	 
	 	 
	 	LBS
              ACQUISITION CORP.
	 	 
	 	 
	 	By:
              /s/ Jay
              Shafer                                                    
	 	
              Name:
                Jay Shafer

            
	 	
              Title:
                Sole Board Member

            
	 	 
	 	 
	 	THE
              AMACORE GROUP, INC,
	 	 
	 	 
	 	
              By:
                /s/ Jay
                Shafer                                                    

              Name:
                Jay Shafer

              
                Title:
                  President

              

            


    

     

     

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