EXHIBIT 10.1


                        REVERSE SHARE EXCHANGE AGREEMENT

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EXHIBIT 10.1

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                        REVERSE SHARE EXCHANGE AGREEMENT


                                  by and among

                            The Fashion House, Inc.,
                             a Delaware corporation

                                       and

                               the Shareholders of
                            The Fashion House, Inc.,

                                on the one hand;

                                       and

                            TDI Holding Corporation,
                             a Colorado corporation,


                                on the other hand


                                 August 19, 2005

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                        REVERSE SHARE EXCHANGE AGREEMENT

         This  Reverse  Share  Exchange  Agreement,  dated as of August 19, 2005
(this  "Agreement"),  is made and entered  into by and among The Fashion  House,
Inc., a Delaware  corporation ("The Fashion House"), and the shareholders of The
Fashion  House  listed  on  Schedule  I  attached   (each,   a  "Fashion   House
Shareholder," collectively, the "Fashion House Shareholders"),  on the one hand;
and TDI Holding  Corporation,  a publicly  traded Colorado  corporation  (OTCBB:
TDIH.OB)  ("TDI"),  on the  other  hand.  The  Fashion  House is a party to this
agreement solely to make representations and warranties as set forth herein.

                                    RECITALS

         WHEREAS,  the  Board  of  Directors  of  TDI  has  adopted  resolutions
approving  and  adopting  the  acquisition  of shares of The Fashion  House (the
"Reverse Share Exchange") upon the terms and conditions hereinafter set forth in
this Agreement;

         WHEREAS,  each Fashion House  Shareholder  owns the number of shares of
common  stock of The  Fashion  House  set  forth  opposite  such  Fashion  House
Shareholder's  name on Schedule I attached  hereto  (collectively,  the "Fashion
House Shares");

         WHEREAS,  the Fashion  House  Shareholders  own,  collectively,  10,000
shares of common stock of The Fashion House, constituting 100% of the issued and
outstanding   capital  stock  of  The  Fashion  House,  and  the  Fashion  House
Shareholders  desire to sell their  respective  Fashion House Shares pursuant to
the terms and conditions of this Agreement;

         WHEREAS, it is intended that the terms and conditions of this Agreement
comply in all respects with Section 368(a)(1)(B) of the Code and the regulations
corresponding thereto, so that the Reverse Share Exchange shall qualify as a tax
free reorganization under the Code;

         WHEREAS,  this Reverse Share Exchange will close  concurrently with the
initial closing of an equity offering with a minimum of $2,500,000 and a maximum
of  $4,600,000  as  described  in that certain  Confidential  Private  Placement
Memorandum dated June 1, 2005 (the "Financing");

         NOW,  THEREFORE,  the parties  hereto,  intending to be legally  bound,
agree as follows:

                                    ARTICLE 1
                           THE REVERSE SHARE EXCHANGE

         1.1 The  Reverse  Share  Exchange.  Upon the terms and  subject  to the
conditions  hereof,  at the Closing (as  hereinafter  defined) the Fashion House
Shareholders will sell, convey, assign,  transfer and deliver to TDI one or more
stock  certificates  representing the Fashion House Shares, and as consideration
for the acquisition of the Fashion House Shares,  TDI will issue to each Fashion
House  Shareholder,  in exchange for such Fashion House  Shareholder's  pro rata
portion of the Fashion House Shares, one or more stock certificates representing


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the number of shares of TDI common stock set forth  opposite  such Fashion House
Shareholder's  name on  Schedule  I  attached  hereto  (collectively,  the  "TDI
Shares").

         1.2 Closing.  The closing of the Reverse Share Exchange (the "Closing")
shall take place on or before  August 19, 2005,  or on such other date as may be
mutually  agreed  upon by the  parties.  Such date is  referred to herein as the
"Closing Date."

                                    ARTICLE 2
               REPRESENTATIONS AND WARRANTIES OF THE FASHION HOUSE

         The Fashion House hereby represents and warrants to TDI as follows:

         2.1  Organization.  The Fashion  House has been duly  incorporated,  is
validly  existing as a corporation and is in good standing under the laws of its
jurisdiction  of  incorporation,  and has the  requisite  power  to carry on its
business as now conducted.

         2.2  Capitalization.  The authorized capital stock of The Fashion House
consists of 10,000 shares of common stock,  no par value, of which 10,000 shares
are issued and outstanding,  and no shares of preferred stock. All of the issued
and  outstanding  shares  of  capital  stock  of  The  Fashion  House  are  duly
authorized,  validly issued,  fully paid,  non-assessable and free of preemptive
rights. There are no outstanding or authorized options, rights, warrants, calls,
convertible  securities,  rights  to  subscribe,   conversion  rights  or  other
agreements  or  commitments  to which The Fashion  House is a party or which are
binding  upon The Fashion  House  providing  for the issuance or transfer by The
Fashion  House of  additional  shares of its capital stock and The Fashion House
has not reserved any shares of its capital stock for issuance, nor are there any
outstanding  stock option rights,  phantom equity or similar rights,  contracts,
arrangements or commitments  which are binding upon The Fashion House other than
as set forth on Schedule 2.2 attached hereto.  There are no voting trusts or any
other  agreements  or  understandings  with respect to the voting of The Fashion
House's capital stock.

         2.3 Certain Corporate  Matters.  The Fashion House is duly qualified to
do business as a  corporation  and is in good standing in each  jurisdiction  in
which the ownership of its  properties,  the  employment of its personnel or the
conduct of its business requires it to be so qualified, except where the failure
to be so  qualified  would not have a  material  adverse  effect on The  Fashion
House's  financial  condition,  results of operations  or business.  The Fashion
House has full corporate  power and authority and all  authorizations,  licenses
and permits necessary to carry on the business in which it is engaged and to own
and use the properties owned and used by it.

         2.4  Authority  Relative to this  Agreement.  The Fashion House has the
requisite  power and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution, delivery and performance of this Agreement
by  The  Fashion  House  and  the  consummation  by  The  Fashion  House  of the
transactions  contemplated  hereby  have  been duly  authorized  by the Board of
Directors of The Fashion  House and no other  actions on the part of The Fashion
House are necessary to authorize this Agreement or the transactions contemplated
hereby.  This Agreement has been duly and validly  executed and delivered by The

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Fashion  House and  constitutes  a valid and  binding  agreement  of The Fashion
House,  enforceable  against The  Fashion  House in  accordance  with its terms,
except as such  enforcement  may be limited by  bankruptcy,  insolvency or other
similar laws  affecting the  enforcement  of creditors'  rights  generally or by
general principles of equity.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES
                        OF THE FASHION HOUSE SHAREHOLDERS

         The Fashion House  Shareholders  hereby represent and warrant to TDI as
follows:

         3.1  Ownership  of  the  Fashion  House  Shares.   Each  Fashion  House
Shareholder owns,  beneficially and of record,  good and marketable title to the
Fashion House Shares set forth opposite such Fashion House Shareholder's name on
Schedule I attached  hereto,  free and clear of all security  interests,  liens,
adverse  claims,  encumbrances,  equities,  proxies,  options  or  stockholders'
agreements.  Each Fashion House  Shareholder  represents that such person has no
right or claims  whatsoever to any shares of The Fashion  House  capital  stock,
other than shares listed across such Fashion House Shareholder on Schedule I and
does not have any  options,  warrants or any other  instruments  entitling  such
Fashion House  Shareholder to exercise to purchase or convert into shares of The
Fashion House capital stock. At the Closing, the Fashion House Shareholders will
convey to TDI good and  marketable  title to the Fashion House Shares,  free and
clear of any security interests, liens, adverse claims, encumbrances,  equities,
proxies, options, stockholders' agreements or restrictions.

         3.2 Authority Relative to this Agreement.  This Agreement has been duly
and validly  executed  and  delivered  by each  Fashion  House  Shareholder  and
constitutes  a valid and binding  agreement of each Fashion  House  Shareholder,
enforceable against each Fashion House Shareholder in accordance with its terms,
except as such  enforcement  may be limited by  bankruptcy,  insolvency or other
similar laws  affecting the  enforcement  of creditors'  rights  generally or by
general principles of equity.

         3.3 Restricted Securities.  Each Fashion House Shareholder acknowledges
that the TDI Shares will not be  registered  pursuant to the  Securities  Act of
1933, as amended (the "Securities Act") or any applicable state securities laws,
that the TDI Shares  will be  characterized  as  "restricted  securities"  under
federal securities laws, and that under such laws and applicable regulations the
TDI Shares cannot be sold or otherwise  disposed of without  registration  under
the Securities Act or an exemption therefrom. In this regard, each Fashion House
Shareholder is familiar with Rule 144  promulgated  under the Securities Act, as
currently in effect, and understands the resale limitations  imposed thereby and
by the Securities Act.

         3.4  Accredited   Investor.   Each  Fashion  House  Shareholder  is  an
"Accredited  Investor"  as that  term is  defined  in rule 501 of  Regulation  D
promulgated  under the Securities Act. Each Fashion House Shareholder is able to
bear the economic risk of acquiring the TDI Shares pursuant to the terms of this


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Agreement,  including  a  complete  loss of  such  Fashion  House  Shareholder's
investment in the TDI Shares.

         3.5  Legend.  Each  Fashion  House  Shareholder  acknowledges  that the
certificate(s) representing such Fashion House Shareholder's pro rata portion of
the TDI Shares shall each  conspicuously set forth on the face or back thereof a
legend in substantially the following form:

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED.  THEY MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR
         HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT AS
         TO THE  SECURITIES  UNDER SAID ACT OR  PURSUANT  TO AN  EXEMPTION  FROM
         REGISTRATION OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY THAT
         SUCH REGISTRATION IS NOT REQUIRED.

                                    ARTICLE 4
                      REPRESENTATIONS AND WARRANTIES OF TDI

         TDI hereby represents and warrants to The Fashion House and the Fashion
House Shareholders as follows:

         4.1 Organization. TDI is a corporation duly organized, validly existing
and in good standing under the laws of the state of its  incorporation,  and has
the requisite corporate power to carry on its business as now conducted.

         4.2   Capitalization.   TDI's  authorized  capital  stock  consists  of
1,000,000,000  shares of capital  stock,  all of which are  designated as Common
Stock,  and of  which  21,938,308  shares  are  outstanding  and at the  Closing
1,006,344 shares will be issued and outstanding  following a duly authorized and
properly  implemented reverse split of the outstanding shares at a ratio of 21.8
to 1 (the "Reverse  Split").  No shares are designated as Preferred  Stock.  All
issued and outstanding  shares of TDI Common Stock are duly authorized,  validly
issued,  fully paid,  non-assessable and free of preemptive rights. When issued,
the  TDI  Shares  will  be  duly   authorized,   validly  issued,   fully  paid,
non-assessable  and free of  preemptive  rights.  There  are no  outstanding  or
authorized options, rights, warrants,  calls, convertible securities,  rights to
subscribe,  conversion rights or other agreements or commitments to which TDI is
a party or which are  binding  upon TDI  providing  for the  issuance  by TDI or
transfer  by TDI of  additional  shares of TDI's  capital  stock,  other than as
expressly  set forth on Schedule 4.2 attached  hereto,  and TDI has not reserved
any shares of its  capital  stock for  issuance,  nor are there any  outstanding
stock option rights, phantom equity or similar rights,  contracts,  arrangements
or  commitments to issue capital stock of TDI. There are no voting trusts or any
other agreements or  understandings  with respect to the voting of TDI's capital
stock.  There are no  obligations  of TDI to  repurchase,  redeem  or  otherwise
require any shares of its capital stock as of the Closing. No options,  warrants
or other  convertible  securities  have ever been granted with an exercise price
less than $0.25 per share.


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         4.3 Certain Corporate Matters.  TDI is duly licensed or qualified to do
business and is in good standing as a foreign  corporation in every jurisdiction
in which the character of TDI's properties or nature of TDI's business  requires
it to be so licensed or  qualified  other than such  jurisdictions  in which the
failure to be so licensed or qualified does not, or insofar as can reasonably be
foreseen,  in the  future  will  not,  have a  material  adverse  effect  on its
financial condition,  results of operations or business.  TDI has full corporate
power and authority and all  authorizations,  licenses and permits  necessary to
carry on the  business in which it is engaged or in which it proposes  presently
to  engage  and to own and use the  properties  owned  and  used by it.  TDI has
delivered  to The  Fashion  House  true,  accurate  and  complete  copies of its
certificate  or  articles  of  incorporation  and  bylaws,   which  reflect  all
restatements  of and  amendments  made  thereto at any time prior to the date of
this  Agreement.  The  records  of  meetings  of the  stockholders  and Board of
Directors of TDI are complete  and correct in all material  respects.  The stock
records  of TDI  and the  stockholder  lists  of TDI  that  TDI  has  previously
furnished to The Fashion House are complete and correct in all material respects
and accurately reflect the record ownership and the beneficial  ownership of all
the  outstanding  shares  of  TDI's  capital  stock  and any  other  outstanding
securities  issued by TDI.  TDI is not in default  under or in  violation of any
provision  of its  certificate  or  articles of  incorporation  or bylaws in any
material  respect.  TDI is not in any  material  default or in  violation of any
restriction,  lien,  encumbrance,  indenture,  contract,  lease, sublease,  loan
agreement,  note or other  obligation  or  liability  by which it is bound or to
which any of its assets is subject,  excepting judgment stipulation with Radiant
Partners - TDI's former landlord.

         4.4 Authority  Relative to this Agreement.  TDI has the requisite power
and authority to enter into this Agreement and carry out its or his  obligations
hereunder. The execution,  delivery and performance of this Agreement by TDI and
the  consummation  of  the  transactions  contemplated  hereby  have  been  duly
authorized  by the Board of  Directors  of TDI,  and with respect to the Reverse
Split,  the  shareholders  of TDI,  and no other  actions on the part of TDI are
necessary to authorize this Agreement or the transactions  contemplated  hereby.
This Agreement has been duly and validly executed and delivered by TDI and, with
respect to Section 8, the Large Block Shareholders,  and constitutes a valid and
binding  obligation  of TDI and each Large  Block  Shareholder,  enforceable  in
accordance  with  its  terms,  except  as such  enforcement  may be  limited  by
bankruptcy,  insolvency  or other  similar laws  affecting  the  enforcement  of
creditors' rights generally or by general principles of equity.

         4.5  Consents  and  Approvals;  No  Violations.  Except for  applicable
requirements of federal  securities laws and state  securities or blue-sky laws,
no filing with, and no permit, authorization,  consent or approval of, any third
party,  public body or authority is necessary for the consummation by TDI of the
transactions contemplated by this Agreement.  Neither the execution and delivery
of  this  Agreement  by TDI  nor  the  consummation  by TDI of the  transactions
contemplated  hereby,  nor compliance by TDI with any of the provisions  hereof,
will (a) conflict with or result in any breach of any  provisions of the charter
or Bylaws of TDI, (b) result in a violation or breach of, or constitute (with or
without  due  notice  or lapse of time or both) a  default  (or give rise to any
right of termination,  cancellation or  acceleration)  under,  any of the terms,
conditions  or  provisions  of any note,  bond,  mortgage,  indenture,  license,


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contract,  agreement  or other  instrument  or  obligation  to which  TDI or any
Subsidiary  (as  hereinafter  defined)  is a party or by which they any of their
respective  properties  or assets may be bound or (c) violate  any order,  writ,
injunction,  decree,  statute,  rule  or  regulation  applicable  to  TDI or any
Subsidiary,  or any of their respective properties or assets, except in the case
of clauses (b) and (c) for violations, breaches or defaults which are not in the
aggregate material to TDI or any Subsidiary taken as a whole.

         4.6 SEC Documents.  TDI hereby makes  reference to the documents  filed
with the United States Securities and Exchange Commission (the "SEC"), as posted
on the SEC's website, www.sec.gov:  (collectively,  the "SEC Documents"). TDI is
not subject to the reporting  obligations of the Securities Exchange Act of 1934
("Exchange  Act") and the rules and  regulations  promulgated  thereunder by the
SEC,  and TDI has filed the SEC  Documents  as a  voluntary  filer.  As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the  Securities  Act and/or the  Exchange  Act, as the case may
require,  and the rules and regulations  promulgated  thereunder and none of the
SEC  Documents  contained an untrue  statement of a material  fact or omitted to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading. The consolidated financial statements of TDI included in the SEC
Documents comply as to form in all material respects with applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto,  have been prepared in accordance  with generally  accepted  accounting
principles in the United States (except, in the case of unaudited statements, as
permitted by the  applicable  form under the  Securities Act and/or the Exchange
Act) applied on a consistent basis during the periods involved (except as may be
indicated in the notes thereto) and fairly present the financial position of TDI
as  of  the  dates  thereof  and  its  consolidated  statements  of  operations,
stockholders' equity and cash flows for the periods then ended (subject,  in the
case of unaudited statements, to normal and recurring year-end audit adjustments
which were and are not  expected to have a material  adverse  effect on TDI, its
business,  financial  condition or results of operations).  Except as and to the
extent set forth on the consolidated  balance sheet of TDI as of March 31, 2005,
including  the notes  thereto,  TDI has no liability or obligation of any nature
(whether accrued,  absolute,  contingent or otherwise and whether required to be
reflected on a balance sheet or not).

         4.7      Financial Statements.
                  --------------------

                  (a) Included in the SEC Documents are the audited consolidated
balance  sheet  of TDI as at  March  31,  2005,  and the  related  statement  of
operations,  stockholders'  equity and cash flows for the two years then  ended,
together  with  the   unqualified   report  thereon   (except  with  respect  to
continuation as a going concern) of Hein & Associates LLP ("Hein"),  independent
auditors (collectively, "TDI's Audited Financials").

                  (b)  Attached   hereto  as  Schedule  4.7  are  the  unaudited
consolidated  balance sheet of TDI as at May 31, 2005, and the related statement
of operations, stockholders' equity and cash flows for the two months then ended
("TDI's Interim Financials").

                  (c) TDI's  Audited  Financials  and TDI's  Interim  Financials
(collectively "TDI's Financial Statements") are (i) in accordance with the books


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and  records of TDI,  (ii)  correct  and  complete,  (iii)  fairly  present  the
financial  position and results of operations of TDI as of the dates  indicated,
and (iv)  prepared in  accordance  with U.S.  GAAP  (except  that (x)  unaudited
financial  statements may not be in accordance  with GAAP because of the absence
of footnotes normally contained therein, and (y) interim (unaudited)  financials
are subject to normal year-end audit  adjustments that in the aggregate will not
have a material  adverse  effect on TDI, its  business,  financial  condition or
results of operation).

         4.8      Events Subsequent to Financial Statements. Since May 31, 2005,
there has not been:

                  (a) Any sale,  lease,  transfer, license or assignment of any
assets, tangible or intangible, of TDI;

                  (b) Any damage,  destruction or property loss,  whether or not
covered by insurance, affecting adversely the properties or business of TDI;

                  (c) Any  declaration  or  setting   aside  or  payment  of any
dividend or distribution  with respect to the  shares of capital stock of TDI or
any redemption, purchase or other acquisition of any such shares;

                  (d) Any subjection  to any lien on any of the assets, tangible
or intangible, of TDI;

                  (e) Any incurrence of indebtedness  or liability or assumption
of obligations by TDI;

                  (f) Any waiver or release by TDI of  any right of any material
value;

                  (g) Any compensation or benefits paid to officers or directors
of TDI;

                  (h) Any  change made  or  authorized  in  the  Certificate  of
Incorporation or Bylaws of TDI;

                  (i)  Any  loan  to or  other  transaction  with  any  officer,
director or  stockholder of TDI giving rise to any claim or right of TDI against
any such person or of such person against TDI; or

                  (j) Any material adverse change in the condition (financial or
otherwise) of the respective properties, assets, liabilities or business of TDI.

         4.9  Liabilities.  Except as  otherwise  disclosed  in TDI's  Financial
Statements,  TDI has no liability or  obligation  whatsoever,  either  direct or
indirect, matured or unmatured,  accrued, absolute,  contingent or otherwise. In
addition,  TDI  represents  that upon  Closing,  TDI will have no  liability  or
obligation whatsoever, either direct or indirect, matured or unmatured, accrued,


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absolute,  contingent or otherwise. The Large Block Shareholders,  severally and
not  jointly,  represent  that  upon  Closing,  TDI will  have no  liability  or
obligation whatsoever, either direct or indirect, matured or unmatured, accrued,
absolute, contingent or otherwise, owing to them.

         4.10     Tax Matters.
                  -----------

                  (a) TDI has duly filed all material federal,  state, local and
foreign  tax returns  required  to be filed by or with  respect to them with the
Internal Revenue Service or other applicable taxing authority, and no extensions
with respect to such tax returns have been requested or granted;

                  (b) TDI has paid,  or  adequately  reserved  against  in TDI's
Financial Statements, all material taxes due, or claimed by any taxing authority
to be due, from or with respect to them;

                  (c) To the best  knowledge of TDI,  there has been no material
issue  raised or  material  adjustment  proposed  (and none is  pending)  by the
Internal Revenue Service or any other taxing authority in connection with any of
TDI's tax returns;

                  (d) No waiver or extension of any statute of limitations as to
any material federal, state, local or foreign tax matter has been given by or
requested from TDI; and

                  For the purposes of this Section  4.10, a tax is due (and must
therefore  either be paid or  adequately  reserved  against  in TDI's  Financial
Statements)  only on the  last  date  payment  of such  tax can be made  without
interest  or  penalties,  whether  such  payment is due in respect of  estimated
taxes, withholding taxes, required tax credits or any other tax.

         4.11     Real Property. TDI owns or leases no real property.

         4.12 Books and Records.  The books and records of TDI  delivered to the
Fashion House  Shareholders  prior to the Closing  fully and fairly  reflect the
transactions to which TDI is a party or by which it or its properties are bound.

         4.13   Questionable   Payments.   TDI,  nor  any  employee,   agent  or
representative of TDI has, directly or indirectly,  made any bribes,  kickbacks,
illegal payments or illegal political  contributions using Company funds or made
any payments from TDI's funds to governmental officials for improper purposes or
made any illegal payments from TDI's funds to obtain or retain business.

         4.14  SEC  Review.   No  order   suspending  the   effectiveness  of  a
registration  statement  of the shares of common stock of TDI has been issued by
the SEC and, to TDI's  knowledge,  no  proceedings  for that  purpose  have been
initiated or threatened by the SEC.

         4.15  Intellectual  Property.  TDI does not own or use any  trademarks,
trade names, service marks, patents, copyrights or any applications with respect
thereto.  TDI has no knowledge of any claim that, or inquiry as to whether,  any
product,  activity  or  operation  of TDI  infringes  upon or  involves,  or has


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resulted in the  infringement  of, any trademarks,  trade-names,  service marks,
patents, copyrights or other proprietary rights of any other person, corporation
or other entity;  and no proceedings  have been  instituted,  are pending or are
threatened.

         4.16  Insurance. TDI has no insurance policies in effect.

         4.17  Contracts.  Except  as set  forth on  Schedule  4.17,  TDI has no
contracts, leases, arrangements or commitments (whether oral or written). TDI is
not a party to or bound by or affected by any contract,  lease,  arrangement  or
commitment  (whether  oral or written)  relating to: (a) the  employment  of any
person;  (b) collective  bargaining with, or any representation of any employees
by, any labor union or association;  (c) the acquisition of services,  supplies,
equipment or other personal property; (d) the purchase or sale of real property;
(e) distribution, agency or construction; (f) lease of real or personal property
as lessor or lessee or  sublessor  or  sublessee;  (g) lending or  advancing  of
funds; (h) borrowing of funds or receipt of credit; (i) incurring any obligation
or liability; or (j) the sale of personal property.

         4.18  Litigation.  TDI is not  subject to any  judgment or order of any
court or quasijudicial or administrative agency of any jurisdiction, domestic or
foreign,   nor  is  there  any  charge,   complaint,   lawsuit  or  governmental
investigation  pending  against  TDI (other  than a  stipulated  agreement  with
Radiant Partners - TDI's former landlord). TDI is not a plaintiff in any action,
domestic or foreign, judicial or administrative.  There are no existing actions,
suits,  proceedings  against or investigations of TDI, and TDI knows of no basis
for such actions, suits, proceedings or investigations. There are no unsatisfied
judgments,  orders,  decrees or stipulations  affecting TDI or to which TDI is a
party.

         4.19  Employees.  TDI has no  employees.  At the  Closing,  TDI owes no
compensation  of any kind,  deferred  or  otherwise,  to any current or previous
employees.  TDI has no written or oral employment  agreement with any officer or
director  of TDI.  TDI is not a party to or bound by any  collective  bargaining
agreement.

         4.20 Employee Benefit Plans. TDI has no (a)  non-qualified  deferred or
incentive  compensation  or  retirement  plans or  arrangements,  (b)  qualified
retirement plans or arrangements, (c) other employee compensation,  severance or
termination  pay or welfare  benefit plans,  programs or arrangements or (d) any
related trusts,  insurance contracts or other funding  arrangements  maintained,
established or contributed to by TDI.

         4.21  Legal  Compliance.  To the  best  knowledge  of  TDI,  after  due
investigation,  no claim has been filed  against TDI alleging a violation of any
applicable laws and regulations of foreign, federal, state and local governments
and all  agencies  thereof.  TDI holds all of the  material  permits,  licenses,
certificates  or  other  authorizations  of  foreign,  federal,  state  or local
governmental  agencies  required for the conduct of its  respective  business as
presently conducted.

         4.22  Subsidiaries and Investments.  TDI does not own any capital stock
or have any interest of any kind whatsoever in any corporation,  partnership, or
other form of business organization.


                                       10
<PAGE>

                                                                  EXECUTION COPY

         4.23  Broker's  Fees.  Neither  TDI,  nor  anyone on its behalf has any
liability to any broker,  finder,  investment  banker or agent, or has agreed to
pay any  brokerage  fees,  finder's  fees or  commissions,  or to reimburse  any
expenses of any broker,  finder,  investment  banker or agent in connection with
this  Agreement,  other  than an  agreement  to pay LMU &  Company  $25,000  for
services.  It is understood  that there is an additional  agreement  between The
Fashion House and LMU & Company dated as of March 16, 2005, regarding management
advisory  services in  connection  with the Reverse Share  Exchange.  There also
exists the Managing Dealer  Agreement  between The Fashion House and Brookstreet
Securities  Corporation dated as of June 1, 2005,  regarding  brokerage fees and
expenses payable in connection with the Financing.

         4.24 Internal Accounting  Controls.  TDI maintains a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with GAAP and to maintain
asset  accountability,  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization,  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate  action is taken with respect to any differences.  TDI
has established  disclosure  controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for TDI and designed such disclosure controls and
procedures to ensure that material  information relating to TDI is made known to
the certifying officers by others within those entities, particularly during the
period in which the TDI's Form  10-KSB or  10-QSB,  as the case may be, is being
prepared.  TDI's certifying  officers have evaluated the  effectiveness of TDI's
controls and  procedures  as of the end of the filing period prior to the filing
date of the Form  10-KSB  for the year ended  March 31,  2005  (such  date,  the
"Evaluation  Date").  TDI presented in its most  recently  filed Form 10-KSB the
conclusions of the certifying officers about the effectiveness of the disclosure
controls and procedures  based on their  evaluations as of the Evaluation  Date.
Since the  Evaluation  Date,  there  have been no  significant  changes in TDI's
internal  controls  (as such term is defined in Item  307(b) of  Regulation  S-K
under the Exchange  Act) or, to the Company's  knowledge,  in other factors that
could significantly affect the Company's internal controls.

         4.25 Listing and Maintenance  Requirements.  TDI is currently quoted on
the OTC  Bulletin  Board and TDI has not,  in the 12 months  preceding  the date
hereof,  received  any  notice  from the OTC  Bulletin  Board or the NASD or any
trading  market on which TDI's  common  stock is or has been listed or quoted to
the  effect  that  TDI  is  not in  compliance  with  the  quoting,  listing  or
maintenance  requirements of the OTCBB or such other trading market. TDI is, and
has no reason to believe that it will not, in the foreseeable future continue to
be, in compliance with all such quoting, listing and maintenance requirements.

         4.26  Anti-Takeover  Provisions.  No  anti-takeover,  poison  pill,  or
anti-dilution  provisions  exist which will be triggered  upon the Reverse Share
Exchange,  either in TDI's  certificate or articles of incorporation (or similar
charter  documents) or existing  agreements between TDI and any third parties to
this agreement.


                                       11
<PAGE>

                                                                  EXECUTION COPY

         4.27 No SEC or NASD  Inquiries.  To the best of its knowledge,  neither
TDI nor any of its past or present officers,  directors or affiliates is, or has
ever been, the subject of any formal or informal inquiry or investigation by the
SEC, NASD or other civil, criminal or administrative proceeding or investigation
by any federal or state agency having  regulatory  authority  over TDI, nor does
any reason exist which  indicates such an inquiry,  investigation  or proceeding
will take place.

         4.28 Disclosure.  The  representations and warranties and statements of
fact made by TDI in this  Agreement are, as  applicable,  accurate,  correct and
complete and do not contain any untrue  statement of a material  fact or omit to
state  any  material  fact  necessary  in  order  to  make  the  statements  and
information contained herein not false or misleading.

         4.29 Bankruptcy.  TDI  has not  been the  subject of  any  voluntary or
involuntary bankruptcy proceeding, nor has it been a party to any material
litigation.

         4.30 No  Registration  Rights.  TDI does not, on the Closing Date, have
any  outstanding  agreements  obligating  it  to  register  any  shares  of  its
outstanding  common stock,  or shares of common stock  issuable upon exercise or
conversion of any outstanding securities, either on demand, piggybacked on other
registrations, or otherwise, other than the warrants set forth on Schedule 4.2.

                                    ARTICLE 5
[Intentionally Omitted]

                                    ARTICLE 6
                     COVENANTS AND AGREEMENTS OF THE PARTIES
                           EFFECTIVE PRIOR TO CLOSING

         6.1 Corporate  Examinations and  Investigations.  Prior to the Closing,
each party shall be entitled, through its employees and representatives, to make
such  investigations  and  examinations  of the  books,  records  and  financial
condition of The Fashion House and TDI as each party may request.  In order that
each party may have the full  opportunity  to do so, The Fashion  House and TDI,
and  the  Fashion   House   Shareholders   shall  furnish  each  party  and  its
representatives  during  such period with all such  information  concerning  the
affairs of The  Fashion  House or TDI as each party or its  representatives  may
reasonably  request  and cause  The  Fashion  House or TDI and their  respective
officers, employees, consultants, agents, accountants and attorneys to cooperate
fully with each  party's  representatives  in  connection  with such  review and
examination  and to  make  full  disclosure  of all  information  and  documents
requested by each party and/or its representatives.  Any such investigations and
examinations  shall be  conducted  at  reasonable  times  and  under  reasonable
circumstances,  it being agreed that any examination of original  documents will
be at each party's  premises,  with copies  thereof to be provided to each party
and/or its representatives upon request.


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         6.2  Cooperation;  Consents.  Prior to the  Closing,  each party  shall
cooperate  with the other  parties to the end that the parties  shall:  (i) in a
timely manner make all necessary  filings with, and conduct  negotiations  with,
all  authorities  and other  persons the  consent or  approval of which,  or the
license or permit from which is  required  for the  consummation  of the Reverse
Share  Exchange  and (ii)  provide to each other party such  information  as the
other party may reasonably request in order to enable it to prepare such filings
and to conduct such negotiations.

         6.3 Conduct of Business.  Subject to the  provisions  hereof,  from the
date hereof  through  the  Closing,  each party  hereto  shall:  (i) conduct its
business in the ordinary course and in such a manner so that the representations
and  warranties  contained  herein shall  continue to be true and correct in all
material respects as of the Closing as if made at and as of the Closing and (ii)
not enter into any material  transactions  or incur any material  liability  not
required or  specifically  contemplated  hereby,  without  first  obtaining  the
written  consent of The Fashion House and the Fashion House  Shareholders on the
one hand and TDI on the other  hand.  Without the prior  written  consent of The
Fashion House,  the Fashion House  Shareholders,  or TDI,  except as required or
specifically  contemplated  hereby,  each party shall not  undertake  or fail to
undertake  any  action  if such  action  or  failure  would  render  any of said
warranties and representations untrue in any material respect as of the Closing.

               6.4  Litigation.  From the date hereof through the Closing,  each
party hereto shall promptly  notify the  representative  of the other parties of
any lawsuits,  claims, proceedings or investigations which after the date hereof
are  threatened or commenced  against such party or any of its affiliates or any
officer, director, employee,  consultant, agent or shareholder thereof, in their
capacities as such, which, if decided adversely, could reasonably be expected to
have a material  adverse  effect upon the condition  (financial  or  otherwise),
assets, liabilities,  business,  operations or prospects of such party or any of
its subsidiaries.

               6.5 Notice of Default.  From the date hereof through the Closing,
each party hereto shall give to the  representative  of the other parties prompt
written  notice of the  occurrence  or  existence  of any  event,  condition  or
circumstance  occurring  which would  constitute  a violation  or breach of this
Agreement by such party or which would render inaccurate in any material respect
any of such party's representations or warranties herein.

            6.6 Right of Participation. Until April 1, 2008, the Elevation Fund,
LLC,  shall  have a first  right to  purchase  up to 50% of any equity or equity
linked securities (including derivative and convertible securities) to be issued
by TDI on the same terms as such  securities  are  offered to all other  parties
(related or  otherwise),  to the extent  required by Section 8.8 of that certain
Loan Agreement  between The Fashion House and The Elevation  Fund, LLC, dated as
of April 1, 2005. This Right of Participation does not apply to the Financing as
defined herein or any Excluded Securities as defined in the Loan Agreement.


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                                    ARTICLE 7
                              CONDITIONS TO CLOSING

         7.1  Conditions  to  Obligations  of The Fashion  House and the Fashion
House  Shareholders.  The obligations of The Fashion House and the Fashion House
Shareholders  under this  Agreement  shall be  subject to each of the  following
conditions:

                  (a) Closing  Deliveries.   At  the  Closing,  TDI  shall  have
delivered or caused  to  be delivered to The Fashion House and the Fashion House
Shareholders the following:

                           (i) resolutions   duly   adopted   by  the  Board  of
                  Directors of  TDI  authorizing and approving the Reverse Share
                  Exchange and the execution,  delivery and  performance of this
                  Agreement;

                           (ii) a certificate  of good standing for TDI from the
                  Secretary of State of the State of Colorado, dated not earlier
                  than five days prior to the Closing Date (or such other period
                  of time as The Fashion House may accept);

                           (iii)  written   resignations  of  all  officers  and
                  directors of TDI in office  immediately  prior to the Closing,
                  and board  resolutions  electing the following  individuals to
                  the positions  with TDI and each  Subsidiary  listed  opposite
                  their names below:

                           John Hanna           Chairman of the Board; President
                                                and CEO
                           Christopher Wyatt    Director
                           Joseph McCann        Director
                           Eric Richardson      Director
                           Steven W. Trager     Director
                           Ronald Wittman       Treasurer, Chief Financial
                                                Officer and Secretary

                           (iv) a  file  stamped  copy  of an  amendment  to the
                  Articles of  Incorporation  confirming  implementation  of the
                  Reverse  Split  and  changing  of the  corporate  name  to The
                  Fashion House Holdings, Inc., or such other name as determined
                  by The Fashion House, subject only to the administrative delay
                  necessitated by notice  requirements  under Rule 10b-7 and the
                  Nasdaq OTC coordinator;

                           (v)  irrevocable  instructions  to the Transfer Agent
                  authorizing  and directing  the issuance of a certificate  for
                  and in the name of each Fashion House Shareholder representing
                  the number of TDI Shares set forth opposite such Fashion House
                  Shareholder's name on Schedule I attached hereto;

                           (vi)     this Agreement duly executed by TDI;


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                                                                  EXECUTION COPY

                           (vii) all corporate  records,  agreements,  seals and
                  any other  information  reasonably  requested  by The  Fashion
                  House's  representatives  with  respect to TDI,  to the extent
                  that TDI possesses such materials;

                           (viii)  proof of  filing of the Form  10-QSB  for the
                  quarter   ended  June  30,  2005,   with  content   reasonably
                  acceptable to The Fashion House;

                           (ix)    a   duly   signed   Officer's Certificate and
                  Secretary's Certificate in  a  form  acceptable to The Fashion
                  House;

                           (x)      a legal opinion of counsel for TDI in a form
                  acceptable to The Fashion House;

                           (xi)  confirmation  that all loans and other monetary
                  obligations listed on Schedule 4.19 have either been waived or
                  will  be  paid in full  out of the  proceeds  of the  $325,000
                  delivered at closing; and

                           (xii)  such  other  documents  as The  Fashion  House
                  and/or the Fashion House  Shareholders may reasonably  request
                  in connection with the transactions  contemplated  hereby,  to
                  the extent that TDI possesses such materials.

                  (b)   Representations   and   Warranties   to  be  True.   The
representations  and  warranties  of TDI herein  contained  shall be true in all
material  respects  at the  Closing  with the same effect as though made at such
time.  TDI shall have  performed in all material  respects all  obligations  and
complied in all material respects with all covenants and conditions  required by
this  Agreement  to be  performed  or  complied  with by them at or prior to the
Closing.

                  (c) Assets and Liabilities.  At the Closing, TDI shall have no
material assets or liabilities,  contingent or otherwise, or any tax obligations
or any material changes to its business or financial condition.

                  (d) SEC Filings.  At the  Closing,  TDI will be current in all
SEC filings required by it to be filed, and will have filed its Annual Report on
Form 10-KSB for the period ended March 31, 2005 and its Quarterly Report on Form
10-QSB for the period ended June 30, 2005.

                  (e) Capital Structure.  Before the Closing,  TDI shall provide
proof  satisfactory  to The  Fashion  House's  counsel  or other  agent that the
Reverse Split is effective and the total outstanding  shares of TDI common stock
shall not exceed  1,006,344 shares of common stock plus the warrants to purchase
common stock set forth on Schedule 4.2.

                  (f) Minimum Financing. At the Closing, at least the $2,500,000
Minimum Offering Amount in the Financing shall have been raised, as noted in the
Recitals section of this Agreement.


                                       15
<PAGE>

                                                                  EXECUTION COPY

         7.2      Conditions to Obligations of TDI. The obligations of TDI under
this Agreement shall be subject to each of the following conditions:

                  (a)      Closing Deliveries.  On the Closing Date, The Fashion
House  and/or  the Fashion House Shareholders shall  have delivered  to  TDI the
following:

                           (i)     certificates representing  the Fashion  House
                  Shares  to  be  delivered  pursuant  to  this  Agreement  duly
                  endorsed or accompanied by duly executed stock powers, or duly
                  signed  and  authorized   stock   assignments   separate  from
                  certificates;

                           (ii)     this Agreement duly  executed by The Fashion
                  House and the Fashion House Shareholders;

                           (iii)    cash   payment of   $325,000   made  by wire
                  transfer to TDI; and

                           (iv)     such  other  documents as TDI may reasonably
                  request  in  connection  with  the  transactions  contemplated
                  hereby.

                  (b)   Representations   and   Warranties   to  be  True.   The
representations  and  warranties  of The  Fashion  House and the  Fashion  House
Shareholders  herein  contained  shall be true in all  material  respects at the
Closing with the same effect as though made at such time.  The Fashion House and
the Fashion House Shareholders shall have performed in all material respects all
obligations  and  complied  in all  material  respects  with all  covenants  and
conditions  required by this  Agreement to be performed or complied with by them
at or prior to the Closing.

                                    ARTICLE 8
                         OTHER COVENANTS AND AGREEMENTS

         8.1 Lock Up Agreement.  Following the Closing,  in no event shall Blair
Zykan, Dale Stonedahl,  or Aspect Energy (the "Large Block Shareholders") or any
of their affiliates, acting as a group, sell or cause to be sold: (i) any shares
of TDI common stock  within 30 days after the  Closing;  or (ii) with respect to
each of the Large Block  Shareholders,  no more than 10% of the daily volume per
day as  measured  (a) on a trailing  10 day  average or (b) the day of  trading,
which ever is greater.  Furthermore,  no more than 25% of the individual  shares
held by any Large Block  Shareholders  may be sold per month.  This  Section 8.1
shall terminate 12 months after the Closing. Any shares permitted to be sold but
not sold during a month shall not accrue to the next  month.  The Fashion  House
may request  reports of trading  activity by the Large Block  Shareholders  on a
monthly or quarterly basis.

                                    ARTICLE 9
                               GENERAL PROVISIONS

         9.1 Notices. All notices and other communications hereunder shall be in
writing  and shall be deemed to have been duly  given if  delivered  personally,
sent by overnight  courier or mailed by  registered  or certified  mail (postage


                                       16
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                                                                  EXECUTION COPY

prepaid  and  return  receipt  requested)  to the  party  to whom the same is so
delivered,  sent or mailed at addresses set forth on the  signature  page hereof
(or at such other address for a party as shall be specified by like notice).

         9.2  Interpretation.  The headings  contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation  of this Agreement.  References to Sections and Articles refer to
sections and articles of this Agreement unless otherwise stated.

         9.3 Severability.  If any term,  provision,  covenant or restriction of
this Agreement is held by a court of competent  jurisdiction to be invalid, void
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected,  impaired or invalidated  and the parties shall negotiate
in good faith to modify this  Agreement  to preserve  each  party's  anticipated
benefits under this Agreement.

         9.4  Miscellaneous.  This Agreement  (together with all other documents
and instruments  referred to herein):  (a) constitutes the entire  agreement and
supersedes all other prior agreements and  undertakings,  both written and oral,
among the parties  with  respect to the  subject  matter  hereof;  (b) except as
expressly set forth herein,  is not intended to confer upon any other person any
rights or remedies  hereunder  and (c) shall not be assigned by operation of law
or otherwise, except as may be mutually agreed upon by the parties hereto.

         9.5 Separate Counsel. Each party hereby expressly  acknowledges that it
has been advised to seek its own separate  legal counsel for advice with respect
to this  Agreement,  and that no  counsel  to any party  hereto  has acted or is
acting as counsel to any other party hereto in connection with this Agreement.

         9.6 Governing  Law;  Venue.  This  Agreement  shall be governed by, and
construed and enforced in accordance  with, the laws of the State of California,
U.S.A.  Any and all actions brought under this Agreement shall be brought in the
state  and/or  federal  courts of the United  States  sitting in the City of Los
Angeles,  California  and each  party  hereby  waives any right to object to the
convenience of such venue.

         9.7  Counterparts  and  Facsimile  Signatures.  This  Agreement  may be
executed in two or more  counterparts,  which together shall constitute a single
agreement.  This Agreement and any documents  relating to it may be executed and
transmitted to any other party by facsimile,  which facsimile shall be deemed to
be, and utilized in all respects as, an original, wet-inked document.

         9.8  Amendment. This Agreement may be amended, modified or supplemented
only by an instrument in writing executed by all parties hereto.

         9.9 Parties In Interest: No Third Party Beneficiaries. Except as other-
wise provided herein, the terms and conditions of this Agreement shall inure to


                                       17
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                                                                  EXECUTION COPY

the benefit of and be binding upon the respective heirs,  legal representatives,
successors and assigns of the parties hereto. This Agreement shall not be deemed
to confer upon any person not a party hereto any rights or remedies hereunder.

         9.10 Waiver. No waiver by any party of any default or breach by another
party of any representation,  warranty,  covenant or condition contained in this
Agreement shall be deemed to be a waiver of any subsequent  default or breach by
such  party of the  same or any  other  representation,  warranty,  covenant  or
condition. No act, delay, omission or course of dealing on the part of any party
in exercising  any right,  power or remedy under this  Agreement or at law or in
equity  shall  operate as a waiver  thereof or otherwise  prejudice  any of such
party's rights, powers and remedies. All remedies,  whether at law or in equity,
shall be cumulative  and the election of any one or more shall not  constitute a
waiver of the right to pursue other available remedies.

         9.11 Expenses. At or prior to the Closing, the parties hereto shall pay
all of their own  expenses  relating to the  transactions  contemplated  by this
Agreement,  including,  without  limitation,  the  fees  and  expenses  of their
respective counsel and financial advisers.

                               [SIGNATURES FOLLOW]





                                       18

<PAGE>


                                                                  EXECUTION COPY

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

                                       The Fashion House, Inc.

                                       By:  /s/ John Hanna
                                            ------------------------------------
                                       Name:  John Hanna
                                       Title:  Chief Executive Officer
                                       Address:6310 San Vicente Blvd., Ste. 275
                                                  Los Angeles, CA 90048

FASHION HOUSE SHAREHOLDERS:


/s/ John Hanna
-----------------------------------------
John Hanna

/s/ Christopher Wyatt
-----------------------------------------
Christopher Wyatt

/s/ Martin Simone
-----------------------------------------
Martin Simone

/s/ Leslie J. Frank
-----------------------------------------
Leslie J. Frank


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                                                                  EXECUTION COPY


              [SIGNATURE PAGE OF TDI AND LARGE BLOCK SHAREHOLDERS]


                                    TDI Holding Corporation

                                    By:  /s/ Blair Zykan
                                         ---------------------------------
                                    Name:  Blair Zykan
                                    Title:  Chief Executive Officer, President
                                    Address:






LARGE BLOCK SHAREHOLDERS:

By signing below, the undersigned  express their agreement to Sections 4.4, 4.9,
and 8 hereof.

/s/ Blair Zykan
---------------------------
Blair Zykan


/s/ Dale Stonedahl
---------------------------
Dale Stonedahl


ASPECT ENERGY LLC

By: /s/ Donald D. Wolf
    -----------------------
Name:  Donald D. Wolf



                                       20
<PAGE>


                                                                  EXECUTION COPY


<TABLE>
<CAPTION>

                                         Schedule I


Shareholder Name                      Fashion House Shares       TDI Shares (Post-Reverse Split)
<S>                                   <C>                        <C>
John Hanna                                    4,900                         6,915,958

Christopher Wyatt                             4,900                         6,915,958

Martin Simone & Leslie J. Frank                200                           282,284
</TABLE>






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                                                                  EXECUTION COPY

                                  Schedule 2.2

     List of Outstanding Options, Warrants and other Convertibles of The Fashion
     House

o        The Fashion House is obligated to issue a warrant to The Elevation Fund
         to purchase  687,500 shares of common stock of TDI at an exercise price
         of $0.80 per share pursuant to that certain Loan Agreement  dated as of
         April 1, 2005, as amended by that certain Extension  Agreement dated as
         of July 18, 2005.
o        The  Fashion  House is  obligated  to issue a  warrant  to  Brookstreet
         Securities  Corporation to purchase shares of common stock of TDI at an
         exercise  price of $1.00 per share  pursuant to that  certain  Managing
         Dealer Agreement dated as of June 1, 2005.
o        The Fashion House has issued  convertible bridge notes in the aggregate
         amount of $325,000  which will  convert into shares of TDI common stock
         at a conversion price of $0.80 per share.
o        The Fashion House is obligated to issue a warrant to American  Microcap
         Investment  Fund 1, LLC to purchase  550,000  shares of common stock of
         TDI at an exercise  price of $0.80 per share  pursuant to that  certain
         Loan Agreement dated as of July 21, 2005.







                                       22
<PAGE>


                                                                  EXECUTION COPY

<TABLE>
<CAPTION>

                                  Schedule 4.2

       List of Outstanding Options, Warrants and other Convertibles of TDI



The following numbers and prices are as granted (pre-reverse split):

  No.  Warrant Holder                   Shares   Price          Issue Date            Expiration Date
<S> <C>                                 <C>      <C>        <C>                      <C>

    10 CCRI Corp.                       18,750   $2.00      December 31, 2000        December 31, 2005
    11 Michel Cornis                    18,750   $2.00      December 31, 2000        December 31, 2005
    12 CCRI Corp.                       21,375   $0.50        March 14, 2001           March 14, 2006
    13 Michel Cornis                    21,375   $0.50        March 14, 2001           March 14, 2006
    30 Michel Cornis                    74,400   $0.25      November 30, 2001        November 30, 2006
    31 Ivo Vleminckx                    39,000   $0.25      November 30, 2001        November 30, 2006
    32 Patrick Jage                     10,800   $0.25      November 30, 2001        November 30, 2006
    33 CCRI Corp.                       75,900   $0.25      November 30, 2001        November 30, 2006
    34 NJR Investment Group              7,500   $0.25      November 30, 2001        November 30, 2006
    39 Steven R. Hinkle                 16,000   $0.40      February 25, 2003        February 25, 2007
    40 Keith Koch                       95,000   $0.40      February 25, 2003        February 25, 2007
    41 J.D. Mayotte                     16,000   $0.40      February 25, 2003        February 25, 2007
    42 David Lavigne                    16,000   $0.40      February 25, 2003        February 25, 2007
    43 Joe Lavigne                      16,000   $0.40      February 25, 2003        February 25, 2007
    44 James Creamer                    10,000   $0.40      February 25, 2003        February 25, 2007
    45 S.R. Hinkle, Inc.                 6,000   $0.40      February 25, 2003        February 25, 2007

       Total                           462,850

       Post reverse-split (21.8:1)      21,232
</TABLE>



                                        +



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