EXHIBIT
      10.1

    
      SECURITIES
        PURCHASE AGREEMENT

       

      This
        Securities Purchase Agreement (the “Agreement”) is made and entered into
        on February 28, 2006 by
        and
        between Nicklebys.com, Inc., a corporation organized under the laws of the
        State
        of Colorado, with its principal place of business currently located at 3179
        South Peoria Court, Aurora, Colorado, (the “Company”), and Oceanus Value Fund,
        L.P. (the “Buyer”). The Company presently intends to reincorporate in the State
        of Delaware, relocate its principal place of business and change its name
        to
        FIIC Holdings, Inc.

       

      Recitals

      


      A.
        The
        Company and the Buyer are executing and delivering this Agreement in reliance
        upon the exemptions from securities registration afforded by (i) the provisions
        of Regulation D (“Regulation D”) as promulgated by the United States Securities
        and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended
        (the “1933 Act”), and (ii) Section 4(2) under the 1933 Act.

      


      B.
        The
        Buyer desires to purchase from the Company, and the Company desires to sell
        to
        the Buyer, for the amount and upon the terms and conditions stated in this
        Agreement, in a closing (the “Closing”) as herein described, the following
        securities of the Company:

      


      (i)
        The
        Company’s 12% Senior Secured Convertible Promissory Note, the form of which is
        attached as Exhibit
        A
        (the
“Note”), which may be converted into the Company’s $.0001 par value common stock
        (the “Common Stock”) on the terms and conditions set forth in the Note. The
        principal amount of the Note shall be Three Hundred Fifty Thousand Dollars
        ($350,000).

      


      (ii)
        As
        additional consideration for the Buyer’s purchase of the Note, the Company shall
        also issue to the Buyer a warrant (the “Warrant”) to purchase such shares of
        Common Stock at such exercise price as is specified in the Warrant, which
        Warrant must be exercised (if at all) within five (5) years after the date
        of
        issuance. The Warrant shall be in the form attached as Exhibit
        B.

      


      Any
        Common Stock issuable pursuant to conversion of the Note shall be referred
        to
        herein as the “Conversion Shares.” The Common Stock receivable upon exercise of
        the Warrant shall be referred to herein as the “Warrant Shares.” The Note, the
        Conversion Shares, the Warrant and the Warrant Shares may be collectively
        referred to herein as the “Securities.”

      


      C.
        Contemporaneously with the execution and delivery of this Agreement, the
        Company
        is executing and delivering a Security Agreement (the “Security Agreement”) in
        the form of the attached Exhibit
        C,
        pursuant to which the Company has agreed to secure its obligations under
        the
        Note with a security interest in all existing and hereafter acquired assets
        (including all patents, software, trademarks and other intellectual property)
        owned by the Company (the “Collateral”).

       

      
        
          
          

        

        
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      D.
        As
        additional security for the Company’s obligations under the Note,
        contemporaneously with the execution and delivery of this Agreement, (i)
        FIIC,
        Inc., which is the Company’s wholly-owned subsidiary (the “Guarantor”), is
        executing and delivering (A) a Corporate Guaranty (the “Guaranty”) in the form
        attached as Exhibit
        D
        pursuant
        to which Guarantor agrees to guaranty payment of the Note and (B) a Guarantor
        Security Agreement (the “Guarantor Security Agreement”) in the form of the
        attached Exhibit
        E,
        pursuant
        to which the Guarantor has agreed to secure its obligations under the Guaranty
        with a security interest in all existing and hereafter acquired assets
        (including all patents, software, trademarks and other intellectual property)
        owned by the Guarantor and (ii) James W. France, Jr., Christy J. France,
        Manex
        Group, Robert Hernandez, John P. Schinas Trust, CMS, LLC, Kevin M. Loychik,
        James D. Luvison, Peter Slyman and Corporate Growth Partners (collectively,
        the
“Pledgors”) are each executing and delivering a Guaranty, Pledge and Security
        Agreement (the “Pledge Agreements”) in the form attached as Exhibit
        F
        pursuant to which each Pledgor agrees to guaranty payment of the Note and
        to
        secure that guaranty with a first-priority security interest in all shares
        of
        the Company which he, she or it owns.

      


      E.
        Contemporaneously with the execution and delivery of this Agreement, the
        parties
        hereto are also executing and delivering a Registration Rights Agreement
        (the
“Registration Rights Agreement”) in the form of the attached Exhibit
        G,
        pursuant to which the Company has, among other things, agreed to provide
        certain
        registration rights for the Conversion Shares and the Warrant Shares under
        the
        1933 Act and applicable state securities laws.

       

      Agreements

      


      NOW,
        THEREFORE, in consideration of their respective promises contained herein
        and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the Company and the Buyer hereby agree as
        follows:

       

      
        1.  
          Purchase
          and Sale of the Securities.

      

       

      (a)
        Purchase.
        At the
        Closing, the Buyer agrees to purchase the Note from the Company and the Company
        agrees to sell the Note to the Buyer. The purchase price for the Note (the
        “Purchase Price”) shall be the amount to be delivered to the Company as
        specified in the Escrow Agreement in the form of the attached Exhibit
        H
        (the
        “Escrow Agreement”).

      


      (b)
        The
        Closing.
        The date
        of the Closing (the “Closing Date”) shall be the date specified in the Escrow
        Agreement or such other date as the parties may agree in writing. On or before
        the Closing Date, (i) the Purchase Price shall be delivered to the Escrow
        Agent
        (as defined in the Escrow Agreement) and (ii) the Company shall deliver to
        the
        Escrow Agent on behalf of the Company the originals of this Agreement, the
        Note,
        the Warrant, the Security Agreement, the Guaranty, the Guarantor Security
        Agreement, the Pledge Agreements, the Registration Rights Agreement and the
        Escrow Agreement, each duly authorized and executed by the Company and/or
        any
        other parties thereto (other than the Buyer), together with such other items
        as
        may be required by this Agreement (collectively, the “Closing
        Documents”).

       

      
        
          
          

        

        
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      (c)
        Payment.
        At the
        Closing, the Escrow Agent shall be responsible for disbursement of the Purchase
        Price and delivery of the Closing Documents to the Buyer (with copies to
        the
        Company duly executed by the Buyer, where required), in each case in accordance
        with the terms of the Escrow Agreement.

       

      2. The
        Buyer’s Representations and Warranties. With
        respect to its purchase hereunder, the Buyer represents and warrants to the
        Company, and agrees, as follows:

       

      (a)
        Investment
        Purposes; Compliance With 1933 Act.
        The
        Buyer is purchasing the Securities for its own account for investment only
        and
        not with a view towards, or in connection with, the public sale or distribution
        thereof, except pursuant to sales registered, or exempt from registration,
        under
        the 1933 Act and applicable state securities laws. The Buyer is not purchasing
        the Securities for the purpose of covering short sale positions in the Common
        Stock established on or prior to the Closing Date. The Buyer agrees to offer,
        sell or otherwise transfer the Securities only (i) in accordance with the
        terms
        of this Agreement, the Note and the Warrant, as applicable, and (ii) pursuant
        to
        registration under the 1933 Act or an exemption from registration under the
        1933
        Act and any other applicable securities laws. The Buyer does not by its
        representations in this Section 2(a) agree to hold the Securities for any
        minimum or other specific term, and reserves the right to dispose of the
        Securities at any time pursuant to a registration statement or in accordance
        with an exemption from registration under the 1933 Act, in all cases in
        accordance with applicable state and federal securities laws. The Buyer
        understands that it shall be a condition to the issuance of the Conversion
        Shares and the Warrant Shares that such shares be and are subject to the
        representations set forth in this Section 2(a).

       

      (b)
        Accredited
        Investor Status.
        The
        Buyer is an “accredited investor,” as that term is defined in Rule 501(a) of
        Regulation D. The Buyer has such knowledge and experience in financial and
        business matters that it is capable of evaluating the merits and risks of
        the
        investment made pursuant to this Agreement. The Buyer is aware that it may
        be
        required to bear the economic risk of the investment made pursuant to this
        Agreement for an indefinite period of time, and is able to bear such
        risk.

       

      (c)
        Reliance
        on Exemptions.
        The
        Buyer understands that the Securities are being offered and sold to it in
        reliance on specific exemptions from the registration requirements of applicable
        federal and state securities laws, and that the Company is relying upon the
        truth and accuracy of, and the Buyer’s compliance with, the representations,
        warranties, agreements and covenants of the Buyer set forth herein in order
        to
        determine the availability of such exemptions and the eligibility of the
        Buyer
        to acquire the Securities.

       

      
        
          
          

        

        
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      (d)
        Information.
        The
        Buyer and its advisors, if any, have been furnished with all materials relating
        to the business, finances and operations of the Company and materials relating
        to the offer and sale of the Securities that have been requested by the Buyer.
        The Buyer and its advisors, if any, have been afforded the opportunity to
        ask
        all questions of the Company as they have in their discretion deemed advisable.
        The Buyer understands that its investment in the Securities involves a high
        degree of risk. The Buyer has sought such accounting, legal and tax advice
        as it
        has considered necessary to an informed investment decision with respect
        to the
        investment made pursuant to this Agreement.

       

      (e)
        No
        Government Review.
        The
        Buyer understands that no United States federal or state agency or any other
        government or governmental agency has approved or made any recommendation
        or
        endorsement of the Securities or the fairness or suitability of the investment
        in the Securities, nor have such authorities passed upon or endorsed the
        merits
        of the offering of the Securities.

       

      (f)
        Transfer
        or Resale.
        The
        Buyer understands that: (i) except as provided in the Registration Rights
        Agreement, the Securities have not been and are not being registered under
        the
        1933 Act or any state securities laws, and may not be offered for sale, sold
        or
        otherwise transferred unless either (A) subsequently registered thereunder
        or
        (B) the Buyer shall have delivered to the Company an opinion by counsel
        reasonably satisfactory to the Company, in form, scope and substance reasonably
        satisfactory to the Company, to the effect that the securities to be sold
        or
        transferred may be sold or transferred pursuant to an exemption from such
        registration and (ii) neither the Company nor any other person is under any
        obligation to register the Securities under the 1933 Act or any state securities
        laws or to comply with the terms and conditions of any exemption thereunder
        (in
        each case, except as required by this Agreement or the Registration Rights
        Agreement).

       

      (g)
        Legend.
        Subject
        to Section 5(b) below, the Buyer understands that the Note, the Warrant and
        the
        stock certificates representing the Conversion Shares and the Warrant Shares
        (until such time as the Conversion Shares and the Warrant Shares have been
        registered under the 1933 Act pursuant to the Registration Rights Agreement
        or
        otherwise may be sold by the Buyer pursuant to Rule 144 (or any applicable
        rule
        which operates to replace said Rule) promulgated under the 1933 Act (“Rule
        144”)), will bear a restrictive legend (the “Legend”) in substantially the
        following form:

      


      THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT
        OF 1933 OR THE SECURITIES LAWS OF ANY STATE (COLLECTIVELY, THE “LAWS”). THE
        SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN
        THE
        ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
        UNDER THE APPLICABLE LAWS OR (II) AN OPINION OF COUNSEL IN FORM, SUBSTANCE
        AND
        SCOPE REASONABLY ACCEPTABLE TO THE ISSUER, TO THE EFFECT THAT SUCH REGISTRATION
        IS NOT REQUIRED DUE TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
        OF THE APPLICABLE LAWS.

       

      
        
          
          

        

        
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      (h)
        Authorization;
        Enforcement.
        This
        Agreement, the Registration Rights Agreement, the Security Agreement and
        the
        Escrow Agreement (collectively, the “Agreements”) have been duly and validly
        authorized, executed and delivered by the Buyer and are each valid and binding
        agreements of the Buyer enforceable in accordance with their terms, subject
        as
        to enforceability to general principles of equity and to bankruptcy, insolvency,
        moratorium and other similar laws affecting the enforcement of creditors’ rights
        generally.

       

      3. The
        Company’s Representations and Warranties. The
        Company represents and warrants to the Buyer, and agrees, as
        follows:

       

      (a)
        Organization
        and Qualification.
        The
        Company is a corporation duly organized and existing in good standing under
        the
        laws of the State of Colorado, and has the requisite corporate power to own
        its
        properties and to carry on its business as now being conducted. The Company
        is
        duly qualified as a foreign corporation to do business and is in good standing
        in every jurisdiction in which the nature of the business conducted by it
        makes
        such qualification necessary and where the failure so to qualify would have
        a
        Material Adverse Effect. As used herein, “Material Adverse Effect” means any
        material adverse effect on the operations, properties or financial condition
        of
        the Company taken as a whole. The Common Stock is quoted on the OTC Bulletin
        Board (the “OTCBB”). The Company has received no notice, either written or oral,
        with respect to the continued eligibility of the Common Stock for such
        quotation, the Company has maintained all requirements for the continuation
        of
        such quotation, and the Company does not reasonably anticipate that the Common
        Stock will be removed from the OTCBB in the foreseeable future. The Company
        has
        complied, and will timely comply, with all requirements of the SEC, the National
        Association of Securities Dealers and the OTCBB with respect to the issuance
        of
        the Securities.

       

      (b)
        Authorization;
        Enforcement.
        The
        Company has the requisite corporate power and authority to enter into and
        perform the Agreements, to issue and sell the Securities in accordance with
        the
        terms thereof, and to perform its obligations under the Note and the Warrant
        in
        accordance with their terms. The Company’s execution, delivery and performance
        of the Agreements, the Note and the Warrant, and its consummation of the
        transactions contemplated thereby, have been duly authorized by the Company’s
        Board of Directors and no further consent or authorization of the Company,
        its
        Board of Directors, its stockholders, or any other person or entity is required.
        The Agreements and, on the Closing Date, the Note and the Warrant, have been
        duly and validly authorized, executed and delivered by the Company, and the
        Note
        (when issued), the Warrant (when issued), and the Agreements constitute the
        valid and binding obligations of the Company enforceable in accordance with
        their terms, subject as to enforceability to general principles of equity
        and to
        bankruptcy, insolvency, moratorium and other similar laws affecting the
        enforcement of creditors’ rights generally.

       

      (c)
        Capitalization.
        As of
        the Closing Date, the authorized capital stock of the Company consisted of
        100,000,000 shares of Common Stock, of which no more than 22,336,692 shares
        of
        Common Stock are issued and outstanding or reserved for issuance upon the
        exercise of outstanding options and warrants or the conversion of outstanding
        convertible debt. All of such outstanding shares
        have been validly issued and are fully paid and non-assessable. No shares
        of
        Common Stock are subject to preemptive rights or any other similar rights
        or any
        liens or encumbrances. As of the Closing Date, except as set forth in the
        attached Schedule
        3(c): (i)
        there
        are no outstanding options, warrants, scrip, rights to subscribe to, calls
        or
        commitments of any character whatsoever issued or agreed to by the Company
        relating to, or securities or rights convertible into, any shares of capital
        stock of the Company or any of its subsidiaries, or arrangements by which
        the
        Company or any of its subsidiaries is or may become bound to issue additional
        shares of capital stock of the Company or any of its subsidiaries, (ii) there
        are no outstanding debt securities of the Company or any of its subsidiaries
        except those issued to the Buyer and (iii) there are no agreements or
        arrangements under which the Company or any of its subsidiaries is obligated
        to
        register the sale of any of its or their securities under the 1933 Act (except
        as provided herein and in the Registration Rights Agreement). If requested
        by
        the Buyer, the Company has furnished to the Buyer true and correct copies
        of the
        Company’s Articles of Incorporation as in effect on the date hereof (the
“Articles of Incorporation”), and the Company’s Bylaws as in effect on the date
        hereof.

       

      
        
          
          

        

        
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      (d)
        Issuance
        of Warrant and Conversion Shares.
        The
        Warrant Shares are all duly authorized and reserved for issuance, and in
        all
        cases upon issuance shall be validly issued, fully paid and non-assessable,
        free
        from all taxes, liens and charges with respect to the issuance thereof, and
        will
        not be subject to preemptive rights or other similar rights of stockholders
        of
        the Company. Upon issuance, the Conversion Shares shall be validly issued,
        fully
        paid and non-assessable, free from all taxes, liens and charges with respect
        to
        the issuance thereof, and will not be subject to preemptive rights or other
        similar rights of stockholders of the Company.

       

      (e)
        Acknowledgment
        Regarding Buyer’s Purchase of the Securities.
        (i) The
        Buyer is not acting as a financial advisor to or fiduciary of the Company
        (or in
        any similar capacity) with respect to this Agreement or the transactions
        contemplated hereby, (ii) this Agreement and the transactions contemplated
        hereby, and the relationship between the Buyer and the Company, are and will
        be
        considered “arms-length” notwithstanding any other or prior agreements or nexus
        between the Buyer and the Company, whether or not disclosed, and (iii) any
        statements made by the Buyer, or any of its representatives or agents, in
        connection with this Agreement and the transactions contemplated hereby are
        not
        to be construed as advice or a recommendation, are merely incidental to the
        Buyer’s purchase of the Securities and have not been relied upon in any way by
        the Company, its officers or directors. The Company’s decision to enter into
        this Agreement and the transactions contemplated hereby have been based solely
        upon an independent evaluation by the Company, its officers and
        directors.

       

      (f)
        No
        Integrated Offering.
        Neither
        the Company nor any of its affiliates, nor any person acting on its or their
        behalf, has directly or indirectly made any offers or sales of any security
        or
        solicited any offers to buy any security under circumstances which would
        prevent
        the parties hereto from consummating the transactions contemplated hereby
        pursuant to an exemption from registration under the 1933 Act and, specifically,
        in accordance with the provisions of Regulation D. The transactions contemplated
        hereby are exempt from the registration requirements of the 1933 Act, assuming
        the accuracy of the representations and warranties of the Buyer contained
        herein.

       

      
        
          
          

        

        
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      (g)
        No
        Conflicts.
        Except
        as set forth in the attached Schedule
        3(g), neither
        the Company nor any of its subsidiaries is in violation of its Articles of
        Incorporation or other organizational documents, and neither the Company
        nor any
        of its subsidiaries is in default (and no event has occurred which, with
        notice
        or lapse of time or both, would put the Company or any of its subsidiaries
        in
        default) under, nor has there occurred any event giving others (with notice
        or
        lapse of time or both) any rights of termination, amendment, acceleration
        or
        cancellation, of any agreement, indenture or other instrument to which the
        Company or any of its subsidiaries is a party, except for possible defaults
        or
        rights as would not, in the aggregate or individually, have a Material Adverse
        Effect. The business of the Company and its subsidiaries is not being conducted
        and, so long as the Buyer owns any of the Securities, shall not be conducted,
        in
        violation of any law, ordinance or regulation of any governmental entity,
        except
        for possible violations which neither singly or in the aggregate would have
        a
        Material Adverse Effect. Except as specifically contemplated by this Agreement
        or as required under the 1933 Act and any applicable state securities laws,
        the
        Company is not required to obtain any consent, authorization or order of,
        or
        make any filing or registration with, any court, governmental agency, individual
        or entity in order for it to execute, deliver and perform any of its obligations
        under the Agreements, the Note or the Warrant in accordance with the terms
        thereof.

       

      (h)
        SEC
        Documents; Financial Statements.
        Except
        as disclosed on Schedule
        3(h)
        hereof,
        since at least July 19, 2005, the Company has timely filed all reports,
        schedules, forms, statements and other documents required to be filed by
        it with
        the SEC pursuant to the reporting requirements of the Securities Exchange
        Act of
        1934, as amended (the “1934 Act”), with all of the foregoing that were filed
        prior to the date hereof and all exhibits included therein and all financial
        statements and schedules thereto and all documents (other than exhibits)
        incorporated by reference therein being hereinafter referred to as the “SEC
        Documents.” The Company has delivered to the Buyer (to the extent requested by
        the Buyer) true and complete copies of the SEC Documents. As of their respective
        dates, the SEC Documents complied in all material respects with the requirements
        of the 1934 Act and the applicable rules and regulations of the SEC promulgated
        thereunder, and none of the SEC Documents, at the time they were filed with
        the
        SEC, contained any untrue statement of a material fact or omitted to state
        a
        material fact required to be stated therein in order to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading. As of their respective dates, the financial statements of the
        Company included in the SEC Documents complied as to form in all material
        respects with applicable accounting requirements and the published rules
        and
        regulations of the SEC with respect thereto. Such financial statements (i)
        have
        been prepared in accordance with generally accepted accounting principles,
        consistently applied, during the periods involved except (A) as may be otherwise
        indicated in such financial statements or the notes thereto or (B) in the
        case
        of unaudited interim statements, to the extent they may exclude footnotes
        or may
        be condensed or summary statements and (ii) fairly present in all material
        respects the financial position of the Company as of the dates thereof and
        the
        results of its operations and cash flows for the periods then ended (subject,
        in
        the case of unaudited statements, to normal year-end audit adjustments).
        No
        information provided by or on behalf of the Company to the Buyer contains
        any
        untrue statement of a material fact or omits to state any material fact required
        to be stated therein in order to make the statements therein, in the light
        of
        the circumstances under which they
        are
        or were made, not misleading. Except as set forth in the financial statements
        of
        the Company included in the SEC Documents, the Company has no liabilities,
        contingent or otherwise, other than (i) liabilities incurred in the ordinary
        course of business subsequent to the date of such financial statements and
        (ii)
        obligations under contracts and commitments incurred in the ordinary course
        of
        business and not required under generally accepted accounting principles
        to be
        reflected in such financial statements, in each case of clauses (i) and (ii)
        above, which, individually or in the aggregate, are not material to the
        financial condition, business, operations, properties, operating results
        or
        prospects of the Company. The SEC Documents contain a complete and accurate
        description of all written and oral contracts, agreements, leases or other
        instruments to which the Company or any subsidiary is a party or by which
        the
        Company or any subsidiary is bound which are required by the rules and
        regulations promulgated by the SEC to be disclosed (each a “Contract”). None of
        the Company, its subsidiaries or, to the best of the Company’s knowledge, any of
        the other parties thereto, is in breach or violation of any Contract, which
        breach or violation would, or with the lapse of time, the giving of notice,
        or
        both, have a Material Adverse Effect.

       

      
        
          
          

        

        
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      (i)
        Absence
        of Certain Changes; Bankruptcy.
        Except
        as disclosed in the SEC Documents, since at least July 19, 2005, there has
        been
        no material adverse change or development in the business, properties,
        operation, financial condition, results of operations or prospects of the
        Company. The Company has not taken any steps, and does not currently have
        any
        reasonable expectation of taking any steps, to seek protection pursuant to
        any
        bankruptcy law, nor does the Company have any knowledge that its creditors
        intend to initiate involuntary bankruptcy proceedings.

       

      (j)
        Absence
        of Litigation.
        Except
        as set forth in the attached Schedule
        3(j)
        or
        in the SEC Documents filed prior to July 19, 2005, there is no action, suit,
        proceeding, inquiry or investigation before or by any court, public board
        or
        governmental body pending or, to the knowledge of the Company, threatened
        against or affecting the Company, wherein an unfavorable decision, ruling
        or
        finding would have a Material Adverse Effect or which would adversely affect
        the
        validity or enforceability of, or the authority or ability of the Company
        to
        perform its obligations under, this Agreement or any of the documents
        contemplated herein.

       

      (k)
        Foreign
        Corrupt Practices.
        Neither
        the Company nor any of its subsidiaries, nor any officer, director or other
        person acting on behalf of the Company or any subsidiary has, in the course
        of
        his, her or its actions for or on behalf of the Company, (i) used any corporate
        funds for any unlawful contribution, gift, entertainment or other unlawful
        expense relating to political activity, (ii) made any direct or indirect
        unlawful payment to any foreign or domestic government official or employee
        from
        corporate funds, (iii) violated or is in violation of any provision of the
        U.S.
        Foreign Corrupt Practices Act of 1977, as amended, or (iv) made any bribe,
        rebate, payoff, influence payment, kickback or other unlawful payment to
        any
        foreign or domestic government official or employee.

       

      (l)
        Brokers;
        No General Solicitation.
        The
        Company has taken no action that would give rise to any claim by any person
        for
        brokerage commissions, finder’s fees or similar payments relating to this
        Agreement and the transactions contemplated hereby, other than as set forth
        in
        the Disbursement
        Instructions attached to the Note Purchase Agreement by and between FIIC,
        Inc.
        and the Buyer (the “Disbursement Instructions”). The Company acknowledges that
        no broker or finder was involved with respect to the transactions contemplated
        hereby, other than as set forth in the Disbursement Instructions. Neither
        the
        Company nor any other person or entity participating on the Company’s behalf in
        the transactions contemplated hereby, nor any person or entity acting for
        the
        Company or any such other person or entity, has conducted any “general
        solicitation,” as described in Rule 502(c) under Regulation D, with respect to
        the Securities.

       

      
        
          
          

        

        
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      (m)
        Status
        of Assets.
        Except
        as described on Schedule
        3(m) or
        in the
        SEC Documents filed prior to July 19, 2005, the Company has good and marketable
        title to each of the assets that is material to its business, free and clear
        of
        all liens, claims, restrictions and other encumbrances.

       

      (n) Eligibility
        to File Registration Statement.
        The
        Company is currently eligible to file registration statements with the SEC
        on
        Form SB-2 under the 1933 Act.

       

      (o)
        Validity
        of Guaranty and Guarantor Security Agreement.
        To the
        Company’s best knowledge, the Guaranty and the Guarantor Security Agreement each
        constitute a valid and binding agreement of FIIC, Inc., enforceable in
        accordance with its terms, subject to bankruptcy, insolvency, moratorium
        and
        other similar laws affecting the enforcement of creditors’ rights
        generally.

       

      (p)
        Status
        of Pledged Shares.
        The
        shares of the Company that are subject to the Pledge Agreements (the “Pledged
        Shares”) constitute more than fifty percent (50%) of the outstanding shares and
        voting power of the Company. To the Company’s best knowledge after inquiry of
        each Pledgor, except as described on Schedule
        3(p), no
        Pledgor has pledged, hypothecated or otherwise encumbered any of his, her
        or its
        Pledged Shares.

       

      (q)
        Validity
        of Pledge Agreements.
        To the
        Company’s best knowledge, the Pledge Agreements constitute valid and binding
        obligations of James W. France, Jr., Christy J. France, Manex Group, Robert
        Hernandez, John P. Schinas Trust, CMS, LLC, Kevin M. Loychik, James D. Luvison,
        Peter Slyman and Corporate Growth Partners, enforceable in accordance with
        their
        terms, subject to bankruptcy, insolvency, moratorium and other similar laws
        affecting the enforcement of creditors’ rights generally.

       

      4. Covenants
        of the Parties.

       

      (a) Best
        Efforts.
        Each
        party shall use its best efforts to timely satisfy each of the conditions
        to be
        satisfied by it as provided in Sections 6 and 7 of this Agreement.

       

      (b)
        Securities
        Laws.
        The
        Company shall timely file a Form D (and any other equivalent form or notice
        required by applicable state law) with respect to the Securities if and as
        required under Regulation D and applicable state securities laws and provide
        copies thereof to the Buyer upon the Buyer’s request. The Company shall, on or
        before the Closing Date, take all action necessary in order to sell the
        Securities to the Buyer in compliance with federal and applicable state
        securities laws, and shall provide written evidence of such action to the
        Buyer
        upon the Buyer’s request.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      (c)
        Reporting
        Status.
        So long
        as the Buyer beneficially owns any of the Securities, the Company shall (i)
        file
        all reports required to be filed with the SEC pursuant to the 1934 Act and
        (ii)
        maintain its status as an issuer required to file reports under the 1934
        Act,
        even if the 1934 Act or the rules and regulations thereunder would permit
        termination of such status.

       

      (d) Reservation
        of Shares.

      


      (i)
        The
        Company shall at all times have authorized and reserved for the purpose of
        issuance that number of shares of Common Stock which is sufficient to provide
        for the issuance of all of the Conversion Shares and the Warrant Shares.
        Prior
        to full payment of the Note and complete exercise of the Warrant, the Company
        shall not reduce the number of shares of Common Stock reserved for issuance
        hereunder without the written consent of the Buyer, except for a reduction
        proportionate to a reverse stock split which affects all shares of Common
        Stock
        equally.

       

      (ii)
        If
        at any date the Company shall not have authorized and reserved for the purpose
        of issuance that number of shares of Common Stock which is sufficient to
        provide
        for the issuance of all of the Conversion Shares and the Warrant Shares which
        could then be issued, within ninety (90) days of such date the Company shall
        call and hold a special meeting of its shareholders for the sole purpose
        of
        increasing the Company’s authorized and unissued shares to an amount sufficient
        to correct such deficiency. In connection with such meeting, (i) the Company’s
        officers and directors shall (A) recommend to shareholders that they vote
        in
        favor of such increase in the number of authorized and unissued shares and
        (B)
        vote all of their shares in favor of such increase and (ii) the Company shall
        cause its officers and directors to act in a manner consistent with the forgoing
        clause (i).

      


      (e)
        Listing
        or Quotation.
        The
        Company shall promptly secure the listing of the Warrant Shares and the
        Conversion Shares upon each national securities exchange or automated quotation
        system, if any, upon which shares of Common Stock are then listed (subject
        to
        official notice of issuance), and shall maintain, so long as any other shares
        of
        Common Stock shall be so listed, such listing of the Warrant Shares and the
        Conversion Shares as may exist from time to time under the terms of this
        Agreement and/or the Registration Rights Agreement. The Company shall at
        all
        times comply in all respects with the Company’s reporting, filing and other
        obligations under the by-laws or rules of the National Association of Securities
        Dealers and the OTCBB or such national securities exchange or other market
        on
        which the Common Stock may then be quoted or listed, as applicable.

       

      (f)
        Prospectus
        Delivery Requirement.
        The
        Buyer understands that the 1933 Act requires delivery of a prospectus relating
        to the Conversion Shares and the Warrant Shares in connection with any sale
        thereof pursuant to a registration statement under the 1933 Act, and the
        Buyer
        shall comply with any applicable prospectus delivery requirements of the
        1933
        Act in connection with any such sale. The Company shall have the right to
        rely
        upon the Buyer’s agreement contained in this Section 4(f); therefore, with
        respect to any resale of the Conversion Shares and the Warrant Shares by
        the
        Buyer pursuant to a registration statement, any certificate evidencing such
        Conversion Shares and Warrant Shares shall not contain a restrictive legend
        of
        any kind.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      (g)
        Intentional
        Acts or Omissions.
        Neither
        party shall intentionally perform or fail to perform any act that, if performed
        or omitted to be performed, would prevent or excuse the performance of this
        Agreement or any of the transactions contemplated hereby.

       

      (h)
        Expenses.
        At the
        Closing, the Company agrees to pay to, or at the direction of, the Buyer
        an
        amount equal to the attorney’s fees and other expenses incurred by Buyer in
        connection with the Buyer’s due diligence investigation, document preparation
        and escrow for the transactions contemplated by this Agreement.

       

      (i)
        Corporate
        Status; Taxes.
        The
        Company shall, at least until the Buyer no longer holds any of the Securities,
        maintain its corporate existence in good standing and shall pay all taxes
        when
        due except for taxes it reasonably disputes.

       

      (j) Use
        of
        Proceeds.
        The
        Company shall apply the Purchase Price for general corporate purposes and
        the
        fees and expenses incurred in this transaction.

       

      (k)
        Restrictions
        on Debt Payments.
        Until
        such time as the Note has been paid in full, the Company shall not make any
        payment on or with respect to any debt except trade payables, sales tax,
        and
        interest payments arising after the date of this Agreement with respect to
        debt
        that is in existence on the date of this Agreement.

       

      (l)
        No
        Additional Share Issuances.
        Until
        the Note has been paid in full, unless approved in writing by the Buyer,
        the
        Company shall not take any action that would cause dilution of the voting
        power
        of the Pledged Shares, including, but not limited to, the issuance of additional
        shares of Common Stock.

       

      5. Legend;
        Transfer Instructions; Related Matters.

       

      (a)
        Transfer
        Agent Instructions.
        Promptly
        after receiving notice of conversion of the Note or exercise of the Warrant
        (as
        applicable), and in any event no more than three (3) business days after
        a
        Mandatory Conversion Date (as defined in the Note) or the Company’s receipt of
        such notice of conversion or exercise, whichever is applicable, the Company
        shall instruct its transfer agent to issue certificates, registered in the
        name
        of the Buyer or its permitted nominee, for the Conversion Shares and/or Warrant
        Shares in such amounts as are specified in such notice. All such certificates
        shall bear the restrictive legend specified in Section 2(g) of this Agreement
        only to the extent required by applicable law and as specified in this Agreement
        or any documents referenced herein. The Company represents and warrants that
        (i)
        no instructions will be given by it to its transfer agent other than (A)
        the
        instructions referred to in this Section 5 and (B) any stop transfer
        instructions required to give effect to Section 2(f) hereof in the case of
        the
        Conversion Shares and Warrant Shares prior to their registration under the
        1933
        Act and (ii) the Conversion Shares and Warrant Shares shall otherwise be
        freely
        transferable on the books and records of the Company as and to the extent
        permitted by applicable law and provided by this Agreement, the Warrant and
        the
        Registration Rights Agreement. Nothing in this Section shall affect in any
        way
        the Buyer’s obligations and agreement to comply with all applicable securities
        laws upon resale of the Conversion
        Shares and Warrant Shares. If the Buyer (i) provides the Company with an
        opinion
        of counsel reasonably satisfactory to Company that registration by the Buyer
        of
        the Note, the Warrant, the Warrant Shares and/or the Conversion Shares is
        not
        required under the 1933 Act or (ii) transfers any of the Securities to an
        affiliate which is an accredited investor (in accordance with the provisions
        of
        this Agreement) or in compliance with Rule 144, then, in either instance,
        the
        Company shall permit such transfer and, if applicable, promptly (and in all
        events within three (3) trading days) instruct its transfer agent to issue
        one
        or more certificates in such name and in such denominations as specified
        by the
        Buyer.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

      


      (b)
        Removal
        of Legend.
        The
        Legend shall be removed from any certificate for a Security, and a certificate
        for a Security shall be originally issued without the Legend, if, unless
        otherwise required by state securities laws, (i) the sale of such Security
        is
        registered under the 1933 Act, (ii) the holder of such Security provides
        the
        Company with an opinion by counsel reasonably satisfactory to the Company,
        that
        is in form, substance and scope reasonably satisfactory to the Company, to
        the
        effect that a public sale or transfer of such Security may be made without
        registration under the 1933 Act or (iii) such holder provides the Company
        with
        assurances reasonably satisfactory to the Company and its counsel that such
        Security can be sold pursuant to Rule 144. The Buyer agrees that its sale
        of all
        Securities, including those represented by a certificate from which the Legend
        has been removed, or which were originally issued without the Legend, shall
        be
        made only pursuant to an effective registration statement (with delivery
        of a
        prospectus in connection with such sale) or in compliance with an exemption
        from
        the registration requirements of the 1933 Act. In the event the Legend is
        removed from the certificate for any Security or any certificate for a Security
        is issued without the Legend and thereafter the effectiveness of a registration
        statement covering the sale of such Security is suspended or the Company
        determines that a supplement or amendment thereto is required by applicable
        securities laws, then upon reasonable advance notice to the holder of such
        Security, the Company shall be entitled to require that the Legend be placed
        upon such Security, which Legend shall be removed when such Security may
        again
        be sold pursuant to an effective registration statement or Rule 144 or such
        holder provides the opinion with respect thereto described in clause (ii)
        above.

       

      (c)
        Conversion
        of the Note.
        The Note
        is convertible as provided therein. In the event of a conversion, the Company
        shall deliver the certificate(s) representing the shares of Common Stock
        issuable upon conversion of the Note to the Buyer or its designee via overnight
        courier within three (3) business days after the Optional Conversion Date
        (as
        defined in the Note) or Mandatory Conversion Date, as applicable (with respect
        to each such conversion, the “Deadline”). Time is of the essence with respect to
        the requirements of the immediately preceding sentence.

       

      (d)
        Exercise
        of Warrant.
        The
        Buyer shall have the right to exercise the Warrant by delivering via facsimile
        an executed and completed Notice of Exercise (as attached to the Warrant)
        to the
        Company and delivering within three (3) business days thereafter the original
        Notice of Exercise and the original Warrant being exercised (if required
        by the
        Company) by overnight courier to the Company. Each date on which a Notice
        of
        Exercise is faxed to the Company in accordance with the provisions hereof
        shall
        be deemed an “Exercise Date.” The Company will transmit the certificate(s)
        representing the shares of Common Stock issuable upon exercise of the Warrant
        (along with
        a
        replacement Warrant representing the amount of said Warrant not so exercised,
        if
        applicable) to the Buyer or its designee via overnight courier within three
        (3)
        business days after the relevant Exercise Date (with respect to each exercise,
        the “Deadline”). Time is of the essence with respect to the requirements of the
        immediately preceding sentence.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      (e)
        Injunctive
        Relief for Breach.
        The
        Company acknowledges that a breach of its obligations under Sections 5(a),
        5(b),
        5(c) and/or 5(d) above will cause irreparable harm to the Buyer by vitiating
        the
        intent and purpose of the transactions contemplated hereby. Accordingly,
        the
        Company agrees that the remedy at law for a breach of its obligations under
        such
        Sections would be inadequate and agrees that, in the event of a breach or
        threatened breach by the Company, the Buyer shall be entitled, in addition
        to
        all other remedies at law or in equity, to an injunction restraining any
        breach
        and requiring immediate issuance and/or transfer, without the necessity of
        showing economic loss and without any bond or other security being
        required.

       

      (f)
        Liquidated
        Damages for Non-Delivery of Certificates.
        In
        addition to the provisions of Section 5(e) above, the Company understands
        and
        agrees that any delay in the issuance of the certificate(s) beyond the Deadline
        will result in substantial economic loss and other damages to the Buyer.
        As
        partial compensation to the Buyer for such loss, the Company agrees to pay
        liquidated damages (which the Company acknowledges is not a penalty) to the
        Buyer for issuance and delivery of the certificate(s) after the Deadline,
        in
        accordance with the following schedule (where "No. of Business Days Late"
        is
        defined as the number of business days beyond five (5) business days from
        the
        Optional Conversion Date, Mandatory Conversion Date or date of delivery by
        the
        Buyer to the Company of a facsimile Notice of Exercise (as applicable) or,
        if
        later, from the date on which all other necessary documentation duly executed
        and in proper form required for conversion of the Note or exercise of the
        Warrant has been delivered to the Company, but only
        if such
        necessary documentation has not been delivered to the Company within the
        three
        (3) business day period after the Optional Conversion Date or facsimile delivery
        to the Company of the Notice of Exercise required in this Agreement, whichever
        is applicable):

       

      
        	
              	
              


      

       

      
        	
                No.
                  of Business Days Late

              	 	Liquidated
                Damages (in US$)	 
	
                1

              	 	
                
                

                $

              	
                
                

                300

              	 
	
                2

              	 	
                $

              	
                400

              	 
	
                3

              	 	
                $

              	
                500

              	 
	
                4

              	 	
                $

              	
                600

              	 
	
                5

              	 	
                $

              	
                700

              	 
	
                6

              	 	
                $

              	
                800

              	 
	
                7

              	 	
                $

              	
                900

              	 
	
                8

              	 	
                $

              	
                1,000

              	 
	
                9

              	 	
                $

              	
                1,250

              	 
	
                10

              	 	
                $

              	
                1,500

              	 
	
                11+

              	 	$	
                1,750
                  +
                  $1,000 for each
                  Business
                  Day Late beyond 11 days

              	 


      

       

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      Subject
        to the Buyer’s right, in its sole discretion, to add accrued liquidated damages
        on to the principal amount of the Note (as provided in the Note), the Company
        shall pay the Buyer any liquidated damages incurred under this Section 5(f)
        by
        certified or cashier's check upon the earlier of (i) the issuance to the
        Buyer
        of the certificates with respect to which the damages accrued or (ii) each
        monthly anniversary of the Optional Conversion Date, Mandatory Conversion
        Date
        or the receipt by the Company of the Buyer's Notice of Exercise, as the case
        may
        be. Nothing herein shall limit the Buyer's right to pursue actual damages
        for
        the Company's failure to issue and deliver certificates to the Buyer in
        accordance with the terms of this Agreement or for breach by the Company
        of this
        Agreement.

       

      6.
        Conditions
        to the Company’s Obligation to Sell. The
        obligation of the Company hereunder to sell the Note and the Warrant at the
        Closing is subject to the satisfaction, on or before the Closing Date, of
        each
        of the following conditions; provided, however, that these conditions are
        for
        the Company’s sole benefit and may be waived by the Company at any time in its
        sole discretion:

       

      (a)
        The
        Buyer shall have executed the Agreements and the Guarantor Security Agreement,
        and the Escrow Agent shall have delivered such documents or signature pages
        thereof (via facsimile or as otherwise provided in the Escrow Agreement),
        together with the Purchase Price and such other items as may be required
        by this
        Agreement, to the Company.

       

      (b)
        The
        transactions described in the Agreement and Plan of Merger dated July 19,
        2005
        between the Company, FIIC, Inc., Nicklebys Acquisition Corp. and certain
        other
        persons shall have been consummated.

       

      (c)
        The
        representations and warranties of the Buyer in this Agreement shall be true
        and
        correct in all material respects as of the date made and as of the Closing
        Date
        as though made at that time (except for representations and warranties that
        speak as of a specific date), and the Buyer shall have performed, satisfied
        and
        complied in all material respects with the covenants, agreements and conditions
        required by this Agreement to be performed, satisfied or complied with by
        the
        Buyer at or prior to the Closing Date.

       

      (d)
        No
        statute, rule, regulation, executive order, decree, ruling or injunction
        shall
        have been enacted, entered or issued by any court or governmental authority
        of
        competent jurisdiction or any self- regulatory organization having authority
        over the matters contemplated hereby which restricts or prohibits the
        consummation of any of the transactions contemplated herein.

       

      7.
        Conditions
        to the Buyer’s Obligation to Purchase. The
        obligation of the Buyer to purchase the Note and Warrant is subject to the
        satisfaction, on or before the Closing Date, of each of the following
        conditions; provided, however, that these conditions are for the sole benefit
        of
        the Buyer and may be waived by the Buyer at any time in its sole
        discretion:

       

      (a)
        The
        Company shall have executed the Agreements, the Note and the Warrant, and
        the
        Escrow Agent shall have delivered such documents and the executed Guaranty,
        Guarantor Security Agreement and Pledge Agreements, or signature pages thereof
        (via overnight delivery or as otherwise provided in the Escrow Agreement),
        together with such other items as may be required by this Agreement, to the
        Buyer.

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

      (b)
        The
        transactions described in the Agreement and Plan of Merger dated July 19,
        2005
        between the Company, FIIC, Inc., Nicklebys Acquisition Corp. and certain
        other
        persons shall have been consummated.

       

      (c)
        The
        representations and warranties of the Company in this Agreement shall be
        true
        and correct in all material respects as of the date made and as of Closing
        Date
        as though made at that time (except for representations and warranties that
        speak as of a specific date), and the Company shall have performed, satisfied
        and complied in all material respects with the covenants, agreements and
        conditions required by this Agreement to be performed, satisfied or complied
        with by the Company at or prior to the Closing Date. The Buyer may require
        a
        certificate, executed by the Chief Executive Officer of the Company and dated
        as
        of the Closing Date, to the foregoing effect and as to such other matters
        as may
        be reasonably requested by the Buyer.

       

      (d)
        The
        Common Stock shall be authorized for quotation on the OTCBB (or listing on
        a
        national securities exchange or other market) and trading in the Common Stock
        on
        such market shall not have been suspended by the SEC or other relevant
        regulatory agency.

       

      (e)
        No
        statute, rule, regulation, executive order, decree, ruling or injunction
        shall
        have been enacted, entered or issued by any court or governmental authority
        of
        competent jurisdiction or any self- regulatory organization having authority
        over the matters contemplated hereby which restricts or prohibits the
        consummation of any of the transactions contemplated herein.

       

      
        8. 
          Governing
          Law; Miscellaneous.

      

       

      (a)
        Governing
        Law.
        This
        Agreement shall be governed by and interpreted in accordance with the laws
        of
        the State of Kansas without regard to the principles of conflict of laws.
        Service of process in any civil action relating to or arising out of this
        Agreement (including all Exhibits or Schedules or any addenda hereto) or
        the
        transactions contemplated herein may be accomplished in any manner provided
        by
        law. The parties hereto agree that a final, non-appealable judgment in any
        such
        suit or proceeding shall be conclusive and may be enforced in other
        jurisdictions by suit on such judgment or in any other lawful
        manner.

       

      (b)
        Counterparts.
        This
        Agreement may be executed in two or more identical counterparts, all of which
        shall be considered one and the same agreement and shall become effective
        when
        counterparts have been signed by each party and signature pages from such
        counterparts have been delivered to the Escrow Agent.

       

      (c)
        Headings;
        Interpretation.
        The
        headings of this Agreement are for convenience of reference and shall not
        form a
        part of, or affect the interpretation of this Agreement. As used herein,
        the
        masculine shall refer to the feminine and neuter, and vice versa, as the
        context
        may require. As used herein, unless the context clearly requires otherwise,
        the
        words “herein,” “hereunder” and “hereby,”
        shall refer to this entire Agreement and not only to the Section or paragraph
        in
        which such word appears. If any date specified herein falls on a Saturday,
        Sunday or public or legal holiday, the date shall be construed to mean the
        next
        business day following such Saturday, Sunday or public or legal holiday.
        For
        purposes of this Agreement, a “business day” is any day other than a Saturday,
        Sunday or public or legal holiday. Each party intends that this Agreement
        be
        deemed and construed to have been jointly prepared by the parties. As a result,
        the parties agree that any uncertainty or ambiguity existing herein shall
        not be
        interpreted against either of them.

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

      


      (d)
        Severability.
        If any
        provision of this Agreement shall be invalid or unenforceable in any
        jurisdiction, such invalidity or unenforceability shall not affect the validity
        or enforceability of the remainder of this Agreement in that jurisdiction
        or the
        validity or enforceability of any provision of this Agreement in any other
        jurisdiction.

      


      (e)
        Entire
        Agreement; Amendments.
        This
        Agreement and the documents referenced herein (which are incorporated herein
        by
        reference) contain the entire understanding of the parties with respect to
        the
        matters covered herein and supercede all prior agreements, negotiations and
        understandings, written or oral, with respect to such subject matter. Except
        as
        specifically set forth herein, neither the Company nor the Buyer makes any
        representation, warranty, covenant or undertaking with respect to such matters.
        No provision of this Agreement shall be waived or amended other than by an
        instrument in writing signed by the party to be charged with enforcement.
        No
        delay or omission of either party hereto in exercising any right or remedy
        hereunder shall constitute a waiver of such right or remedy, and no waiver
        as to
        any obligation shall operate as a continuing waiver or as a waiver of any
        subsequent breach.

      


      (f)
        Notices.
        Any
        notices required or permitted to be given under the terms of this Agreement
        shall be in writing and sent by U. S. Mail or delivered personally or by
        overnight courier or via facsimile (if via facsimile, to be followed within
        one
        (1) business day by an original of the notice document via overnight courier)
        and shall be effective (i) five (5) days after being placed in the mail,
        if
        mailed, certified or registered, return receipt requested, (ii) upon receipt,
        if
        delivered personally or (iii) one (1) day after facsimile transmission or
        delivery to a courier service for overnight delivery, in each case properly
        addressed to the party to receive the same. The addresses for such
        communications shall be as follows:

      


      If
        to the
        Company:

      Nicklebys.com,
        Inc.

      (FIIC
        Holdings, Inc. upon completion of the planned

      reincorporation
        and name change)

      1585
        Bethel Road

      Columbus,
        Ohio 43220

      Telephone:
        (614) 451-5030

      Facsimile:
        (614) 451-5032

      Attention:
        James W. France

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      If
        to the
        Buyer:

      Oceanus
        Value Fund, L.P.

      225
        North
        Market Street, Suite 220

      Wichita,
        Kansas 67202

      Telephone:
        (316) 262-8874

      Facsimile:
        (316) 267-0204

      Attention:
        John C. Tausche

       

      Each
        party shall provide written notice to the other party of any change in
        address.

      


      (g)
        Successors
        and Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their respective successors and permitted assigns. Neither the Company nor
        the
        Buyer shall assign this Agreement or any rights or obligations hereunder
        without
        the prior written consent of the other (which consent shall not be unreasonably
        withheld) and, in any event, any assignee of the Buyer shall be an accredited
        investor (as defined in Regulation D), in the written opinion of counsel
        who is
        reasonably satisfactory to the Company and in form, substance and scope
        reasonably satisfactory to the Company. Notwithstanding the foregoing, if
        applicable, the Buyer may assign its rights hereunder to any of its
“affiliates,” as that term is defined in Rule 405 of the 1933 Act, without the
        consent of the Company; provided, however, that (i) any such assignment shall
        not release the Buyer from its obligations hereunder unless such obligations
        are
        assumed by such affiliate and (ii) no such assignment shall be made unless
        it is
        made in accordance with any applicable securities laws. Any request for consent
        to an assignment made hereunder by the Buyer shall be accompanied by a legal
        opinion in form, substance and scope reasonably satisfactory to the Company
        that
        such assignment is proper under applicable law. Notwithstanding anything
        herein
        to the contrary, the Buyer may pledge all or any part of the Securities as
        collateral for a bona fide loan pursuant to a security agreement with a third
        party lender, and such pledge shall not be considered an assignment in violation
        of this Agreement so long as it is made in compliance with all applicable
        laws.

       

      (h)
        No
        Third Party Beneficiaries.
        This
        Agreement is intended for the benefit of the parties hereto and their respective
        permitted successors and assigns, and is not for the benefit of, nor may
        any
        provision hereof be enforced by, any other person.

       

      (i)
        Survival.
        Unless
        this Agreement is terminated under Section 8(l) below, the representations
        and
        warranties of the Company and the Buyer contained herein, and the agreements
        and
        covenants set forth herein, shall survive the Closing.

       

      (j)
        Publicity.
        The
        Company and the Buyer shall have the right to review, before issuance by
        the
        other, any press releases or other public statements with respect to the
        transactions contemplated hereby; provided, however, that the Buyer and it
        affiliates shall be entitled, without prior consultation with or approval
        of the
        Company, to publish a “tombstone”describing the financing provided pursuant to
        this Agreement.

       

      (k) Further
        Assurance.
        Each
        party shall do and perform, or cause to be done and performed, at its expense,
        all such further acts and things, and shall execute and deliver all such
        other
agreements,
        certificates, instruments and documents, as the other party may reasonably
        request in order to carry out the intent and accomplish the purposes of this
        Agreement and the consummation of the transactions contemplated
        hereby.

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

      


      (l)
        Termination.
        In the
        event that the Closing shall not have occurred on or before February 28,
        2006,
        this Agreement may be terminated at any time thereafter by written notice
        from
        one party to the other. Such termination shall not be the sole remedy for
        a
        breach of this Agreement by the non-breaching party, and each party shall
        retain
        all of its rights hereunder at law or in equity. Notwithstanding anything
        herein
        to the contrary, a party whose breach of a covenant or representation and
        warranty or failure to satisfy a condition prevented the Closing shall not
        be
        entitled to terminate this Agreement.

       

      (m)
        Remedies.
        No
        provision of this Agreement providing for any specific remedy to a party
        shall
        be construed to limit such party to the specific remedy described, and that
        any
        other remedy that would otherwise be available to such party at law or in
        equity
        shall also be available. The parties also intend that the rights and remedies
        hereunder be cumulative, so that exercise of any one or more of such rights
        or
        remedies shall not preclude the later or concurrent exercise of any other
        rights
        or remedies.

       

      (n)
        Attorney’s
        Fees.
        If any
        party to this Agreement shall bring any action for relief against the other
        arising out of or in connection with this Agreement, in addition to all other
        remedies to which the prevailing party may be entitled, the losing party
        shall
        be required to pay to the prevailing party a reasonable sum for attorney's
        fees
        and costs incurred in bringing such action and/or enforcing any judgment
        granted
        therein, all of which shall be deemed to have accrued upon the commencement
        of
        such action and shall be paid whether or not such action is prosecuted to
        judgment. Any judgment or order entered in such action shall contain a specific
        provision providing for the recovery of attorney's fees and costs incurred
        in
        enforcing such judgment. For the purposes of this Section, attorney's fees
        shall
        include, without limitation, fees incurred with respect to the following:
        (i)
        post-judgment motions, (ii) contempt proceedings, (iii) garnishment, levy
        and
        debtor and third party examinations, (iv) discovery and (v) bankruptcy
        litigation.

       

      IN
        WITNESS WHEREOF, the Buyer and the Company have caused this Agreement to
        be duly
        executed by their respective authorized persons on the date first written
        above.

      


      NICKLEBYS.COM,
        INC.

       

      By: 
        /s/ James W. France

      
        
          

        

      

      President

       

      By:  /s/
        Robert Ostrander

      
        
          

        

      

      Secretary

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

       

      OCEANUS
        VALUE FUND, L.P.

       

      By:  
        Oceanus Asset Management, L. L. C.,

      General
        Partner

       

      By: 
        /s/ John C. Tausche

      
        
          

        

      

      John
        C.
        Tausche, Member

      


      


      For
        good
        and valuable consideration, the receipt and sufficiency of which are hereby
        acknowledged, the undersigned hereby agree to be bound by the terms of Section
        4(d)(ii) above as it relates to them personally.

       

      
        	 	/s/
                James W. France    	 	 	    

	 	
                James
                  W. France, Jr., individually

              	 	 	
                Christy
                  J. France, individually

              
	 	 	 	 	 
	 	  
 	 	 	   
 
	 	
                Robert
                  Hernandez, individually

              	 	 	
                Kevin
                  M. Loychik, individually

              
	 	 	 	 	 
	 	    
	 	 	    

	 	
                James
                  D. Luvison, individually

              	 	 	
                Peter
                  Slyman, individually

              
	 	 	 	 	 
	 	 	 	 	 
	MANEX
                GROUP	 	JOHN
                P. SCHINAS TRUST
	 	 	 	 	 
	By:
                	
                   
                  

              	 	By:
                	
                   


              
	Title:	   
	 	Title:	   

	 	 	 	 	 
	 	 	 	 	 
	CMS,
                LLC	 	CORPORATE
                GROWTH PARTNERS
	 	 	 	 	 
	By:	
                   
                  

              	 	By:	
                   
                  

              
	Title:	
                   
                  

              	 	Title:	   
                


      

       

      


      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

       

      LIST
        OF EXHIBITS AND SCHEDULES

      


      


      

        Exhibit
          A 12%
          Senior Secured Convertible Promissory Note

        Exhibit
          B
 Warrant
          to Purchase Common Stock

        Exhibit
          C
 Security
          Agreement

        Exhibit
          D
 Corporate
          Guaranty

        Exhibit
          E
 Guarantor
          Security Agreement

        Exhibit
          F
 Form
          of
          Guaranty, Pledge and Security Agreement

        Exhibit
          G
 Registration
          Rights Agreement

        Exhibit
          H Escrow
          Agreement

         

      

      Schedule
        3(c)

      Schedule
        3(g)

      Schedule
        3(h)

      Schedule
        3(j)

      Schedule
        3(m)

      Schedule
        3(p)

      
 

      
        
          
          

        

        
          -20-