EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT

                                  by and among

                                CME REALTY, INC.,

                           V GEORGIO ENTERPRISES, LLC

                                       and

                               VICTOR HARVEY, SR.





                           Dated as of August 25, 2015
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                            ASSET PURCHASE AGREEMENT

     ASSET PURCHASE  AGREEMENT,  dated as of August 25, 2015 (this "AGREEMENT"),
by and among CME REALTY,  INC., a Nevada  corporation  ("PURCHASER" or "CME"), V
GEORGIO ENTERPRISES, LLC, a Florida limited liability company ("VGE") and VICTOR
HARVEY,  SR.,  the  sole  member  of  VGE  ("HARVEY,"  and  together  with  VGE,
individually, a "SELLER" and collectively, "SELLERS"). Purchaser, VGE and Harvey
are sometimes referred to herein individually, as a "PARTY" and collectively, as
the "PARTIES."

                                 R E C I T A L S

     WHEREAS,  Sellers own certain  intellectual  property  and other rights and
other assets related to V Georgio Vodka (the "BRAND"); and

     WHEREAS, upon the terms and conditions set forth herein,  Purchaser desires
to purchase  such  assets of Sellers  and Sellers  desire to sell such assets to
Purchaser, in each case relating to the Business.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the mutual representations, warranties,
covenants and agreements contained herein, the Parties hereby agree as follows:

                                    ARTICLE I
                           PURCHASE AND SALE OF ASSETS

     1.1 ASSETS BEING SOLD. Upon the terms and subject to the conditions of this
Agreement,  on the Closing  Date (as defined in SECTION 3.1 below),  Sellers are
selling,  conveying,  assigning and transferring to Purchaser,  and Purchaser is
purchasing and acquiring from Sellers, all of Sellers' right, title and interest
in and to  all  of the  properties,  rights  and  assets  of  Sellers,  wherever
situated,  of every  kind,  nature  and  description,  tangible  or  intangible,
constituting  relating  to  the  Brand,  whether  arising  by  contract,  law or
otherwise,  all as the same shall exist on the Closing  Date (such  assets being
referred to collectively as the "ASSETS"),  including,  without limitation,  the
following:

          (a) All  intellectual  property  related to the  Brand,  as more fully
described  in SECTION  1.1(A) of Sellers  Disclosure  Schedule  (as  hereinafter
defined),  including,  without limitation, all trade names, trademarks,  service
marks, product names, brand names, slogans and logos (whether or not registered)
and all  existing  and  pending  Federal,  state and foreign  registrations  and
applications  therefore and all Internet,  electronic and on-line rights, domain
names, related URLs and all of the domain name registrations in respect thereof,
in each case, used related to the Brand and all goodwill  associated with all of
the foregoing  (collectively,  the  "MARKS");  all  copyrights  owned by and all
rights of  Sellers  under  any  copyright  laws or any  contract  with  authors,
photographers or other creators,  including,  without limitation,  work for hire
agreements,  together with any copyright registrations and applications therefor
related to the Brand (collectively,  the "COPYRIGHTS"); all other proprietary or
other trade rights,  know-how and trade secrets related to the Brand, whether or
not, and all agreements  which relate to any of the foregoing (the Marks and the
Copyrights being collectively,  the "INTELLECTUAL  PROPERTY");  and the right to

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sue (without recourse to Sellers) for and recover damages, assert, settle and/or
release any claims or demands and obtain all other remedies and relief at law or
equity for any past, present or future  infringement or  misappropriation of any
of the Intellectual Property.

          (b) All past or  present  vendor  and  supplier  lists  related to the
Brand,  including  without  limitation,  lists of  vendors  for  bottle  supply,
packaging,  manufacturing  and bottling,  advertising and promotional  materials
(whether  in  printed  form or  computer  or other  electronic  media),  product
promotional teams and brand ambassadors;

          (c) All past or present lists of wholesalers,  distributors, retailers
and other  customers for of the Brand in the United States,  its territories and
possessions, the Caribbean and elsewhere worldwide;

          (d) All lists,  mailing  lists,  documents,  information  and  records
(whether in printed form or computer or other electronic media) related, in each
case, to past, present and prospective customers for the Brand;

          (e) All existing files, accounting records,  correspondence,  internal
reports and contractual documents related to the Brand,  including databases and
records (whether in printed form or computer or other electronic media);

          (f) All copy, films, digital media,  mechanicals,  graphics,  artwork,
camera-ready  plates,  plate-making  film,  photographs  and other  reproduction
materials  related to the  Brand,  including  billboard,  radio  television  and
Internet  advertisements,  commercials  and  infomercials  related to the Brand,
whether in the possession of Sellers or third parties;

          (g) All promotional  materials,  rate cards,  market research studies,
audience research and sales media kits related to the Brand;

          (h)  Each  past  and  present  contract,   agreement,   commitment  or
arrangement  of  any  kind  that  is  related  to  the  Brand,  including  those
specifically  set forth in SECTION 1.1 (H) of the Sellers'  Disclosure  Schedule
(collectively, the "CONTRACTS");

          (i) All past and present  permits and licenses that are related to the
Brand, including those specifically set forth in SECTION 1.1 (I) of the Sellers'
Disclosure Schedule (collectively, the "PERMITS");

          (j) All past and present product  formulations  for the Brand, if any;
and software,  software systems,  databases and database systems, whether owned,
leased or licensed, that are used in connection with the Business; and

          (k) All of the goodwill related to the Assets and the Brand.

     1.2 NO ASSUMPTION OF LIABILITIES.  The Parties hereby acknowledge and agree
that  Purchaser  is not  assuming  any  liabilities  of  Sellers  of any  nature
whatsoever,  whether absolute,  accrued,  contingent or otherwise,  disclosed or
undisclosed, and whether or not related to the Brand or the Assets.

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                                   ARTICLE II
                           PURCHASE PRICE AND PAYMENT

     2.1 PURCHASE PRICE. In consideration of the sale, transfer,  conveyance and
assignment  of the Assets by Sellers to  Purchaser,  Purchaser  hereby agrees to
purchase the Assets and  Liabilities  on the Closing  Date for a purchase  price
consisting of 1,400,000  "RESTRICTED"  shares of Purchaser's  common stock,  par
value $0.001 (the "CME SHARES") and $1,000,000 in cash,  including $15,000 which
has been  advanced  by  Purchaser  to  Sellers  prior to the  Closing  Date (the
"PURCHASE PRICE"). The Purchase Price shall be payable as follows:

          (a) Issuance,  at Closing,  of the CME Shares  registered in the names
and denominations set forth in SECTION 2.1 (A) of Sellers' Disclosure Schedule;

          (b) $60,000, on the Closing Date;

          (c) $75,000, on or before fifteen (15) days after the Closing Date

          (d)  $100,000,  on or before  forty-five  (45) days after the  Closing
Date; and

          (e) The balance of $750,000,  in three  installments of $250,000 each,
on or before  ninety (90) days,  one hundred  eighty  (180) days and two hundred
seventy (270) days after the Closing Date.

Purchaser shall not be in default of its obligations  under SUBSECTIONS (C), (D)
and (E), as long as the payments due thereunder (the "INSTALLMENT PAYMENTS") are
made by  Purchaser  to Sellers  within  thirty (30) days of the due date of each
Installment  Payment.  Payment of the Installment Payments shall be secured by a
first priority security interests in the Assets granted at Closing by Purchasers
to Sellers pursuant to a Security Agreement between Purchaser and Sellers in the
form of EXHIBIT A hereto (the  "SECURITY  AGREEMENT").  All cash  payments  made
pursuant  to this  SECTION  2.1 shall be made by wire  transfer  in  immediately
available  funds to such  bank or  brokerage  account  as may be  designated  by
Sellers in writing.

     2.2 ALLOCATION OF PURCHASE PRICE. It is expressly understood by the Parties
that the  allocation  of  Purchase  Price has been  negotiated  at arm's  length
between the Parties and  reflects,  to the best of each Party's  knowledge,  the
fair market  value of the Assets.  The Parties  agree to allocate  the  Purchase
Price  among the  Assets  as set forth in  SECTION  2.2 of  Sellers'  Disclosure
Schedule. Each of Purchaser and Sellers agrees to file its or his federal income
tax  returns and its or his other tax  returns  (including  any forms or reports
required  to be filed  pursuant  to Section  1060 of the Code,  the  regulations
promulgated  thereunder  and any  provisions of  applicable  state and local law
("1060  FORMS")  reflecting  such  allocation  and to take no position  contrary
thereto  unless  required to do so pursuant  to a  determination  (as defined in
Section  1313(a) of the Code)).  The Parties  agree  further to cooperate in the
preparation of any 1060 Forms and to file such 1060 Forms in the manner required
by applicable law.

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                                   ARTICLE III
                                     CLOSING

     3.1 CLOSING  DATE.  The closing of the  transactions  contemplated  by this
Agreement  ("CLOSING") shall occur, by exchange of executed documents  delivered
via facsimile or  electronically,  contemporaneously  with the execution of this
Agreement (the "CLOSING DATE").

     3.2 CLOSING DELIVERIES BY SELLERS. At Closing,  Sellers execute and deliver
to Purchaser:

          (a) A Bill of Sale and  Assignment  of the  Assets  from  Sellers to V
Georgio,  Inc., a Florida  corporation and  wholly-owned  subsidiary of CME (the
"SUBSIDIARY"), in the form of EXHIBIT B hereto (the "BILL OF SALE");

          (b) Assignments of individual  items of  Intellectual  Property and/or
Permits as requested by and in form and substance  satisfactory  to CME;

          (c) The employment  agreement between Harvey and the Subsidiary in the
form of EXHIBIT C hereto (the "EMPLOYMENT AGREEMENT"), executed by the Harvey;

          (d) A  Non-Competition  Agreement in the form of EXHIBIT D hereto (the
"NON-COMPETITION AGREEMENT");

          (e) The Security Agreement;

          (f) Such information  regarding  Sellers,  the Assets and the Brand as
CME may request in order to fulfill its filing  obligations under the Securities
Exchange Act of 1934, as amended (the  "EXCHANGE  ACT"),  with respect to itself
and its executive officers, directors and principal shareholders; and

          (g)  Such  other   documents   as  may  be  necessary  to  effect  the
consummation of the transactions contemplated by this Agreement.

     3.3 CLOSING  DELIVERIES  AND ACTIONS BY CME. At Closing,  CME shall execute
and/or deliver to Sellers:

          (a) Certificates evidencing the CME Shares registered in the names and
denominations set forth in SECTION 2.1 (A) of Sellers' Disclosure Schedule;

          (b) The  resignation  of Kenneth  McLeod  ("MCLEOD") as a director and
executive  officer of CME and his compliance with the McLeod Share  Contribution
(as hereinafter defined);

          (d) The Employment Agreement;

          (e) The Non-Competition Agreement;

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          (f) The Security Agreement; and

          (g)  Such  other   documents   as  may  be  necessary  to  effect  the
consummation of the transactions contemplated by this Agreement.

     3.4 ADDITIONAL CLOSING AND POST-CLOSING ACTIONS BY THE PARTIES.

          (a) At Closing,  Purchaser shall cause McLeod to contribute 25,000,000
"restricted"  shares of CME's  common stock held of record by him to the capital
of the Company,  whereupon  such shares of common  stock will be  cancelled  and
returned to treasury (the "MCLEOD SHARE CONTRIBUTION").

          (b)  Following  Closing,  Purchaser  shall  timely  file  all  reports
required to be filed by it under the Exchange Act to report  consummation of the
transactions contemplated by this Agreement and the Parties shall cooperate with
respect thereto.

          (c) Following  Closing,  CME shall undertake a private offering of its
securities  on terms  reasonably  satisfactory  to the  Parties,  which shall be
structured to generated gross proceeds of not less than $1,400,000 ($350,000 per
quarter) post-Closing (the "PRIVATE OFFERING"). The net proceeds of the Offering
shall be used for the  manufacturing,  marketing and distribution of the Brand's
vodka product line and for general and working capital  purposes.  Sellers shall
cooperate with CME in providing all information requested by CME with respect to
the Assets,  the Brand and the  post-Closing  plan of  operations,  as CME deems
necessary for the preparation of the Offering documentation.

          (d) The Parties  shall,  post-Closing,  cooperate  with each other and
take such other actions are reasonably  necessary to consummate the transactions
contemplated hereby.

                                   ARTICLE IV
                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

     4.1  REPRESENTATIONS  AND  WARRANTIES  OF CME.  CME hereby  represents  and
warrants to Sellers as follows:

          (a)  ORGANIZATION  AND  QUALIFICATION.  CME  is  a  corporation,  duly
incorporated,  validly existing and in good standing under the laws of the State
of Nevada,  with the requisite  corporate power and authority to own and use its
properties and assets and to carry on its business as currently  conducted.  CME
is  not  qualified  to  do  business  as a  foreign  corporation  in  any  other
jurisdiction, there being no jurisdiction in which the character of its business
requires such qualification. CME has no subsidiaries.

          (b) AUTHORIZATION;  ENFORCEMENT. CME has the requisite corporate power
and authority to enter into and to consummate the  transactions  contemplated by
this  Agreement  and  all  other  agreements  contemplated  to be  executed  and
delivered hereunder (collectively,  the "TRANSACTION  AGREEMENTS") and otherwise
to carry  out its  obligations  hereunder  and  thereunder.  The  execution  and
delivery of the Transaction  Agreements by CME and the consummation by it of the
transactions  contemplated  hereby and thereby have been duly  authorized by all

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necessary  action on the part of CME and no further action is required by CME or
its shareholders. The Transaction Agreements have been duly executed by CME and,
when delivered in accordance  with the terms hereof,  will  constitute the valid
and binding  obligations of CME enforceable against CME in accordance with their
respective  terms.  CME is  not in  violation  of any of the  provisions  of its
articles of incorporation or bylaws.

          (c) CAPITALIZATION.  The number of authorized,  issued and outstanding
shares of capital  stock of CME prior to the  consummation  of the  transactions
contemplated  hereby,  is as set  forth  in the SEC  Documents  (as  hereinafter
defined).  No shares of  capital  stock of CME are  entitled  to  preemptive  or
similar rights,  nor is any holder of capital stock of CME entitled to statutory
preemptive or similar rights arising out of any agreement or understanding  with
CME. Except as contemplated by this Agreement, there are no outstanding options,
warrants,  rights to  subscribe  to,  calls,  or  commitments  of any  character
whatsoever  relating to securities,  rights or obligations  convertible  into or
exchangeable  for, or giving any Person (as  hereinafter  defined)  any right to
subscribe  for or  acquire  any shares of capital  stock of CME,  or  contracts,
commitments, understandings, or arrangements by which CME is or may become bound
to issue  additional  shares of capital  stock of CME, or  securities  or rights
convertible or exchangeable into shares of capital stock of CME.

          (d)  ISSUANCE OF THE CME SHARES.  The CME Shares are duly  authorized,
and, when issued and paid for in accordance with the terms hereof, shall be duly
and validly issued,  fully paid and nonassessable,  free and clear of all liens,
encumbrances and rights of first refusal of any kind (collectively, "LIENS").

          (e) NO  CONFLICTS.  The  execution,  delivery and  performance  of the
Transaction  Agreements by CME and the  consummation by CME of the  transactions
contemplated hereby and thereby do not and will not (i) conflict with or violate
any  provision  of CME's  articles of  incorporation  or bylaws (each as amended
through the date  hereof);  (ii)  conflict  with, or constitute a default (or an
event which with notice or lapse of time, or both would become a default) under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation (with or without notice, lapse of time, or both) of, any agreement,
credit facility, indenture or instrument (evidencing a CME debt or otherwise) to
which  CME is a party  or by  which  any  property  or  asset of CME is bound or
affected;  or (iii) result in a violation of any law, rule,  regulation,  order,
judgment,  injunction,  decree or other restriction of any court or governmental
authority to which CME is subject  (including  federal and state securities laws
and regulations), or by which any property or asset of CME is bound or affected,
except in the case of each of clauses (ii) and (iii), as could not, individually
or in the  aggregate,  reasonably  be  expected  to have or result in a material
adverse effect on the business, prospects, operations or condition (financial or
otherwise) of CME (a "CME MATERIAL ADVERSE EFFECT").  The business of CME is not
being  conducted  in  violation  of any  law,  ordinance  or  regulation  of any
governmental  authority,  except for violations  which,  individually  or in the
aggregate,  could reasonably be expected to not have or result in a CME Material
Adverse Effect.

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          (f) FILINGS, CONSENTS AND APPROVALS. CME is not required to obtain any
consent,  waiver,  authorization  or order of,  give any  notice to, or make any
filing or registration with, any court or other U.S. or foreign federal,  state,
local or other  governmental  authority or other person in  connection  with the
execution,  delivery and performance by CME of the Transaction Agreements, other
than  filings to be made  subsequent  to the Closing to report the  transactions
contemplated  hereby as required by the  Securities Act of 1933, as amended (the
"SECURITIES ACT"), the Exchange Act and applicable state securities laws and the
rules and regulations promulgated thereunder.

          (g)  LITIGATION;  PROCEEDINGS.  There is no  action,  suit,  notice of
violation,  proceeding  or  investigation  pending or, to the  knowledge of CME,
threatened  against or affecting CME or any of its  properties  before or by any
court,  governmental or  administrative  agency,  or regulatory  authority (U.S.
federal,  state,  county,  local or  foreign)  (i)  that  adversely  affects  or
challenges  the  legality,   validity  or   enforceability  of  the  Transaction
Agreements  or the  CME  Shares  or  (ii)  that  could,  individually  or in the
aggregate,  reasonably  be expected to have or result in a CME Material  Adverse
Effect.

          (h) NO DEFAULT  OR  VIOLATION.  CME (i) is not in default  under or in
violation  of (and no event has  occurred  that has not been waived  that,  with
notice or lapse of time or both,  would result in a default by CME), nor has CME
received  written  notice  of a  claim  that  it is in  default  under  or is in
violation of any indenture,  loan or credit  agreement or any other agreement or
instrument  to which it is a party  or by which it or any of its  properties  is
bound,  (ii) is not in  violation  of any  order  of any  court,  arbitrator  or
governmental  body,  or  (iii)  is not in  violation  of any  statute,  rule  or
regulation of any governmental  authority,  except as could not, individually or
in the  aggregate,  reasonably  be expected to have or result in a CME  Material
Adverse Effect.

          (i) PRIVATE OFFERING. Assuming the accuracy of the representations and
warranties of the Sellers set forth in SECTION 4.3 of this Agreement, the offer,
issuance and sale of the CME Shares to the Shareholder as contemplated hereby is
exempt from the  registration  requirements of the Securities Act and applicable
state  securities  laws.  Neither CME nor any person  acting on CME's behalf has
taken any  action  that  could  subject  the  issuance  of the CME Shares to the
registration  requirements of the Securities Act and applicable state securities
laws.

          (j) SEC  DOCUMENTS;  FINANCIAL  STATEMENTS.  CME has filed all reports
required to be filed by it under the Exchange Act, including pursuant to Section
13(a) or 15(d)  thereof,  during such period as CME was  required by law to file
such materials (the "SEC  DOCUMENTS").  As of their  respective  dates,  the SEC
Documents  complied  in all  material  respects  with  the  requirements  of the
Securities  Act and the Exchange Act and the rules and  regulations  promulgated
thereunder.  All  material  agreements  to which  CME is a party  or  which  are
otherwise  required to be filed as exhibits  to the SEC  Documents  have been so
filed.  The financial  statements of CME included in the SEC Documents comply in
all material respects with applicable accounting  requirements and the rules and
regulations of the Securities and Exchange Commission with respect thereto as in
effect at the time of filing.  Such financial  statements  have been prepared in
accordance  with U.S.  generally  accepted  accounting  principles  applied on a
consistent  basis  during  the  periods  involved,  except  as may be  otherwise

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specified in such financial  statements or the notes thereto, and fairly present
in all material  respects the financial  position of CME as of and for the dates
thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements,  to normal,  immaterial,  year-end
audit adjustments.

     4.2  REPRESENTATIONS  AND  WARRANTIES  OF  SELLERS.  Sellers,  jointly  and
severally,  represent  and warrant to CME as follows that except as set forth on
the Disclosure  Schedule delivered to Purchaser herewith  ("SELLERS'  DISCLOSURE
SCHEDULE"):

          (a) ORGANIZATION AND QUALIFICATION. VGE is a limited liability company
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Florida and has the full  authority and power to carry on its business,
to enter into this  Agreement  and all of the other  Transaction  Agreements  to
which it is a party and to carry out the  transactions  contemplated  hereby and
thereby. Harvey is the sole member of VGE.

          (b)  AUTHORIZATION;  ENFORCEMENT.  VGE has  the  requisite  power  and
authority to enter into and to consummate the transactions  contemplated by this
Agreement  and all the other  Transaction  Agreements to which it is a party and
otherwise to carry out its obligations  hereunder and thereunder.  The execution
and delivery of the  Transaction  Agreements by Sellers and the  consummation by
them  of the  transactions  contemplated  hereby  and  thereby  have  been  duly
authorized by all necessary  action on the part of Sellers and no further action
is required by Sellers.  The  Transaction  Agreements have been duly executed by
Sellers and, when delivered in accordance with the terms hereof, will constitute
the valid and binding  obligations  of Sellers  enforceable  against  Sellers in
accordance with their  respective  terms.  VGE is not in violation of any of the
provisions of its articles of organization or operating agreement.

          (c) NO  CONFLICT.  The  execution,  delivery  and  performance  of the
Transaction  Agreements  by  Sellers  and the  consummation  by  Sellers  of the
transactions  contemplated  hereby and thereby do not and will not (i)  conflict
with or violate any  provision of VGE's  articles of  organization  or operating
agreement  (each as amended  through the date hereof);  (ii)  conflict  with, or
constitute  a default (or an event  which with notice or lapse of time,  or both
would  become a default)  under,  or give to others  any rights of  termination,
amendment,  acceleration or cancellation (with or without notice, lapse of time,
or both) of, any agreement,  credit  facility,  indenture or instrument to which
any Seller is a party or by which the Assets are bound or affected; (iii) result
in a violation of any law, rule, regulation, order, judgment, injunction, decree
or other restriction of any court or governmental  authority to which any Seller
or is subject (including federal and state securities laws and regulations),  or
by which any of the  Assets  is bound or  affected;  (iv) or will  result in the
creation  of or  imposition  of (or  obligation  to create or impose)  any lien,
security  interest,  pledge,  charge,  claim or encumbrance of any kind ("LIEN")
upon any of the Assets.

          (d) NO CONSENTS. No order, consent, approval, license, registration or
validation  of, or filing  with,  or  exemption  by,  any  governmental  agency,
commission,  board  or  public  authority  or any  third  party is  required  to
authorize,  or is  required  in  connection  with,  the  execution,  delivery or

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performance  by any  Seller of this  Agreement  or any of the other  Transaction
Agreements.

          (e) TITLE TO AND CONDITION AND SUFFICIENCY OF THE ASSETS. Sellers have
and are transferring to Purchaser hereunder, good, valid and marketable title to
all of the Assets,  free and clear of any and all Liens. The Assets comprise all
of the  assets,  properties,  and  rights of every type and  description,  real,
personal and mixed,  tangible or intangible,  necessary for Purchaser to exploit
and commercialize the Brand worldwide post-Closing.

          (f)  LITIGATION.  There are no  lawsuits,  inquiries,  proceedings  or
investigations pending or, to the best of Sellers' knowledge,  threatened before
any court or  governmental or  administrative  body or agency against any Seller
related to (i) the  transactions  contemplated  by this  Agreement or any of the
other  Transaction  Agreements;  or (ii) any of the Assets,  nor, to the best of
Sellers' knowledge, are there any facts which would provide a basis for any such
lawsuit, inquiry, proceeding or investigation.  None of the Assets is subject to
any judgment, order or decree entered in any lawsuit or proceeding.

          (g) CONTRACTS.  Sellers have provided  Purchaser with true and correct
copies  of the  Contracts.  Those  Contracts  noted  in  SECTION  1.1 (H) of the
Sellers'  Disclosure Schedule as being in force in effect, will continue in full
force and effect after the Closing and may be transferred to Purchaser  pursuant
to this Agreement, in each case without breaching the terms thereof or resulting
in the  forfeiture  or  impairment  of any rights  thereunder  and  without  the
consent,  approval  or act of, or making of any filing  with,  any third  party.
Those  Contracts are valid and  enforceable  against Sellers and, to the best of
Sellers' knowledge, the other parties thereto.

          (h)  COMPLIANCE  WITH  LAWS.  Neither  Seller is in  violation  of any
applicable  federal,  state or local law,  rule,  regulation or ordinance or any
judgment,  writ, decree,  injunction order or any other requirement of any court
or governmental  agency or authority in any manner  relating to the Assets,  nor
has either received any notice alleging any such violation.

          (i) INTELLECTUAL PROPERTY. Sellers are the sole and exclusive owner of
the  Intellectual  Property,  free  and  clear  of any  Liens  and,  to the best
knowledge of Sellers,  any infringing or diluting uses thereof by third parties.
Sellers have neither abandoned nor granted any license,  permit or other consent
or authorization to any third party to use any of the Intellectual Property None
of the  Intellectual  Property  is subject  to any  outstanding  order,  decree,
judgment,  stipulation,  injunction or restriction or agreement  restricting the
scope  or  use  thereof.  To  the  best  of  Sellers'  knowledge,  none  of  the
Intellectual  Property  infringes  on any  trademarks,  Internet  domain  names,
copyrights or any other  intellectual  property  rights of any kind of any third
party.

          (j)  PERMITS.  The  Permits  are in full force and effect and  neither
Seller has  received any notice of  proceedings  relating to the  revocation  or
modification of any Permit.

          (k) DISCLOSURE.  No representation or warranty of Sellers contained in
this Agreement or any of the Transaction  Agreements and no statement  contained

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in any certificate,  Schedule,  Exhibit or other document furnished to Purchaser
in connection  with this Agreement  contains any untrue  statement of a material
fact,  or to the best of  Sellers'  knowledge,  omits to state a  material  fact
necessary to make the statements herein or therein not misleading.

     4.3 INVESTMENT  REPRESENTATIONS OF SELLERS. Sellers, jointly and severally,
represent and warrant to CME as follows:

          (a) INVESTMENT INTENT.  Sellers are acquiring the CME Shares for their
own accounts.  Sellers are acquiring the CME Shares for investment purposes only
and not with a view to or for  distributing  or reselling  the CME Shares or any
part thereof or interest therein

          (b) STATUS. Each Seller is an "ACCREDITED INVESTOR" as defined in Rule
501(a) under the Securities Act.

          (c)  EXPERIENCE  OF  SELLERS.  The  Shareholder  has  such  knowledge,
sophistication  and  experience  in business and  financial  matters so as to be
capable of evaluating the merits and risks of the prospective  investment in the
CME Shares, and has so evaluated the merits and risks of such investment.

          (d) ABILITY OF SELLERS TO BEAR RISK OF INVESTMENT. Sellers are able to
bear the economic  risk of an  investment  in the CME Shares and, at the present
time, are able to afford a complete loss of such investment.

          (e) ACCESS TO  INFORMATION.  Sellers  acknowledge  that they have been
afforded (i) the opportunity to ask such questions as they have deemed necessary
of, and to receive answers from, representatives of CME concerning the terms and
conditions  of the  issuance  of the CME  Shares  and the  merits  and  risks of
investing  in the CME  Shares;  (ii) access to  information  about CME and CME's
financial condition, results of operations, business, properties, management and
prospects  sufficient to enable Sellers to evaluate their investment;  and (iii)
the opportunity to obtain such additional  publicly  available  information that
CME  possesses  or can acquire  without  unreasonable  effort or expense that is
necessary to make an informed investment decision with respect to the investment
and to  verify  the  accuracy  and  completeness  of CME's  representations  and
warranties contained herein.

          (f) RELIANCE.  Sellers  understand  and  acknowledge  that (i) the CME
Shares are being issued to Sellers under the Securities Act and applicable state
securities  laws in a  private  offering  that is exempt  from the  registration
provisions of the Securities Act and applicable  state securities laws; and (ii)
the  availability  of such exemption  depends in part on, and CME will rely upon
the accuracy and truthfulness of, the  representations and warranties of Sellers
set forth in this SECTION 4.3 and Sellers hereby  consent to such reliance.

          (g) TRANSFER RESTRICTIONS.

          (i) The CME Shares may only be disposed  of  pursuant to an  effective
registration  statement under the Securities Act and applicable state securities

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<PAGE>
laws, or pursuant to an available exemption from or in a transaction not subject
to the  registration  requirements  of the  Securities  Act or applicable  state
securities  laws. In  connection  with any transfer of the CME Shares other than
pursuant to an effective registration statement,  CME may require the transferor
thereof to provide to CME an opinion of counsel selected by the transferor,  the
form and substance of which opinion shall be reasonably  satisfactory to CME, to
the effect that such transfer does not require  registration of such transferred
securities under the Securities Act and applicable state securities laws.

          (ii) Sellers agree to the imprinting, so long as is required under the
Securities  Act and the  rules and  regulations  thereunder,  or an  appropriate
restrictive legend on the certificates evidencing the CME Shares.

                                    ARTICLE V
                                 INDEMNIFICATION

     5.1 SURVIVAL.  All of the  provisions of this  Agreement  shall survive the
Closing indefinitely, except that the representations and warranties of Sellers,
on the one hand,  and the  representations  and  warranties  of CME on the other
hand, shall survive until the first anniversary of the Closing Date.

     5.2 INDEMNITY BY SELLERS.  Sellers,, jointly and severally, shall indemnify
CME and hold CME and CME's  directors,  officers and employees  harmless against
and in respect of any and all damages, losses, claims,  penalties,  liabilities,
costs  and  expenses  (including,   without  limitation,  all  fines,  interest,
reasonable  and actual legal fees and expenses and amounts paid in  settlement),
that arise from or relate or are  attributable  to (and without giving effect to
any tax benefit to the indemnified party) (a) any misrepresentation or breach of
warranty  by  Sellers  in  this  Agreement  or  any  of  the  other  Transaction
Agreements;  or (b) any  breach  of any  covenant  or  agreement  on the part of
Sellers in this Agreement or in any of the other Transaction Agreements.

     5.3 INDEMNITY BY CME. CME shall indemnify Sellers and hold Sellers harmless
against  and in  respect  of any and all  damages,  losses,  claims,  penalties,
liabilities,  costs and  expenses  (including,  without  limitation,  all fines,
interest,  reasonable  and actual  legal fees and  expenses  and amounts paid in
settlement),  that  arise  from or relate or are  attributable  to (and  without
giving   effect  to  any  tax  benefit  to  the   indemnified   party)  (a)  any
misrepresentation  or breach of warranty by CME in this  Agreement or any of the
other Transaction Agreements;  or (b) any breach of any covenant or agreement on
the part of CME in this Agreement or any of the other Transaction Agreements.

     5.4 NOTICE TO  INDEMNITOR;  RIGHT OF PARTIES TO DEFEND.  Promptly after the
assertion  of any claim by a third  party or  occurrence  of any event which may
give  rise  to  a  claim  for   indemnification   from  an  indemnifying   Party
("INDEMNITOR")  under this ARTICLE V, an indemnified party  ("INDEMNITEE") shall
notify the Indemnitor in writing of such claim.  The  Indemnitor  shall have the
right to assume the  control  and  defense of any such  action  (including,  but
without limitation, tax audits), provided that the Indemnitee may participate in
the defense of such action subject to the Indemnitor's  reasonable direction and
at Indemnitee's sole cost and expense. The Party contesting any such claim shall

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<PAGE>
be furnished all  reasonable  assistance  in  connection  therewith by the other
Party or Parties and be given full access to all information  relevant  thereto.
In no event shall any such claim be settled without the Indemnitor's consent.

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.1 FEES AND EXPENSES.  Each party to this Agreement shall pay the fees and
expenses of its or its advisers, counsel, accountants and other experts, if any,
and all other  expenses  incurred by such party  incident  to the  negotiations,
preparation,  execution,  delivery and performance of this Agreement,  PROVIDED,
HOWEVER,  that CME shall reimburse Sellers at Closing for up to $10,000 in legal
fees  and  expenses   incurred  in  connection   with  this  Agreement  and  the
transactions contemplated hereby.

     6.2 ENTIRE AGREEMENT;  AMENDMENTS. This Agreement,  together with the other
Agreements  and the  Schedules  and Exhibits  hereto and  thereto,  contains the
entire  understanding  of the Parties with respect to the subject  matter hereof
and supersede all prior  agreements and  understandings,  oral or written,  with
respect to such  matters,  which the Parties  acknowledge  have been merged into
such documents, Schedules and Exhibits.

     6.3  NOTICES.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed  given and  effective  on the  earliest of (a) upon  receipt,  if sent by
nationally  recognized  overnight courier service; or (b) on the fifth (5th) day
after  deposit in the U.S.  mail,  postage  prepaid,  certified  return  receipt
requested. The address for such notices and communications shall as follows:

          If to CME:        2690 Weston Road
                            Suite 200
                            Weston, Florida 33331
                            Attention:  Chief Financial Officer

          If to Sellers:    1067 SW 92nd Avenue
                            Plantation, Florida 33324
                            Attention: Victor Harvey, Sr.

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Party.

     6.4  AMENDMENTS;  WAIVERS.  No provision of this Agreement may be waived or
amended except in a written instrument  signed, in the case of an amendment,  by
all the  Parties;  or,  in the  case of a  waiver,  by the  Party  against  whom
enforcement of any such waiver is sought.  No waiver of any default with respect
to any provision,  condition or requirement of this Agreement shall be deemed to
be a  continuing  waiver  in the  future  or a waiver  of any  other  provision,
condition or requirement hereof, nor shall any delay or omission of any Party to

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<PAGE>
exercise any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.

     6.5  HEADINGS.  The  headings  herein  are  for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
ay of the provisions hereof.

     6.6 SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure
to the benefit of the Parties and their  successors  and permitted  assigns.  No
Party may assign this  Agreement or any of the rights or  obligations  hereunder
without the written consent of the other Parties,  PROVIDED,  HOWEVER,  that CME
may assign its rights (but not its obligations) hereunder to the Subsidiary.

     6.7 NO  THIRD-PARTY  BENEFICIARIES.  This  Agreement  is  intended  for the
benefit of the Parties and their respective successors and permitted assigns and
is not for the benefit  of, nor may any  provision  hereof be  enforced  by, any
other person.

     6.8 GOVERNING  LAW. This  Agreement  shall be governed by and construed and
enforced in accordance  with the internal laws of Florida  without regard to the
principles of conflicts of law thereof. Each Party hereby irrevocably submits to
the exclusive  jurisdiction  of the state and federal  courts sitting in Broward
County,  Florida, for the adjudication of any dispute hereunder or in connection
herewith  or with  any  transaction  contemplated  hereby  or  discussed  herein
(including with respect to the interpretation or enforcement of this Agreement),
and hereby  irrevocably  waives, and agrees not to assert in any suit, action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
any such court,  that such suit,  action or proceeding  is improper.  Each Party
hereby  irrevocably  waives personal  service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address in effect for notices to it under this  Agreement  and
agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.

     6.9 ATTORNEYS' FEES. In any suit, action or proceeding brought with respect
to interpretation  or enforcement of this Agreement,  the prevailing Party shall
be entitled to recover attorneys' fees and costs at both the trial and appellate
levels.

     6.10 EXECUTION. This Agreement may be executed in two or more counterparts,
all of which when taken  together shall be considered one and the same agreement
and shall become effective when  counterparts have been signed by each Party and
delivered to the other Parties,  it being  understood  that all Parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile or electronic  transmission,  such signature  shall create a valid and
binding  obligation of the Party executing (or on whose behalf such signature is
executed)  the same with the same  force  and  effect  as if such  facsimile  or
electronic signature page were an original thereof.

     6.11  SEVERABILITY.  In case  any one or  more  of the  provisions  of this
Agreement  shall be invalid or  unenforceable  in any respect,  the validity and
enforceability of the remaining terms and provisions of this Agreement shall not
in any way be  affecting  or impaired  thereby and the Parties  will  attempt to

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<PAGE>
agree  upon a  valid  and  enforceable  provision  that  shall  be a  reasonable
substitute  therefore,  and upon so agreeing,  shall incorporate such substitute
provision in this Agreement.

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

                                PURCHASER:

                                CME REALTY, INC.

                                By: /s/ Kenneth McLeod
                                   ---------------------------------------------
                                   Kenneth McLeod, President

                                SELLERS:

                                V GEORGIO ENTERPRISES, LLC


                                By: /s/ Victor G. Harvey, Sr.
                                   ---------------------------------------------
                                   Victor G. Harvey, Sr., Manager


                                   /s/ Victor B. Harvey, Sr.
                                   ---------------------------------------------
                                   Victor G. Harvey, Sr.

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