ex101.htm


    ASSET
PURCHASE AGREEMENT

    


    THIS ASSET PURCHASE AGREEMENT
(this "Agreement") is dated November 1, 2006, between Visitrade, a
Florida company (the "Company"), and Square Shooter, Incorporated
(Purchaser").

    


    WHEREAS, subject to the terms
and conditions set forth in this Agreement, the Company desires sell to the
Purchaser, and the Purchaser desire to acquire from the Company, the assets set
forth herein;

    


    IN CONSIDERATION of the mutual
covenants contained in this Agreement, the Company and Purchaser agree as
follows:

    


    
      	
              ARTICLE
      I

            	
              PURCHASE
      AND SALE OF THE SHARES

            


    

    


    
      	
               
      

            	
               1.1

            	
              Purchase and
      Sale.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Subject
      to the terms and conditions set forth herein, the Company shall sell to
      the Purchaser, and the Purchaser shall purchase from the Company all of
      the assets of the Company free and clear of any leans or encumbrances on
      the Closing Date (as defined
below),

            


    

    


    
      	
               
      

            	
              (b)

            	
              Purchaser
      shall purchase such assets and Purchaser shall deliver to the Company the
      purchase price for such assets as set forth in Exhibit
  A.

            


    

    


    
      	
               
      

            	
              1.2

            	
              The
      Closing.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Closing. The closing of the purchase and sale of the Assets (the
      "Closing") shall take place at the offices of Marshall Stichtman, Esq.,
      closing shall take place on or before Thursday November 2, 2006 or this
      Agreement is null and void.  The conditions set forth in Section
      4.1 shall be satisfied or waived by the appropriate party prior to that
      date. At the Closing:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Purchaser shall deliver to the Company, after a 1 share for 5 share
      reverse stock split, an aggregate of 19,852,723 common restricted shares
      of the Purchaser;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              at
      Closing Date the Company shall deliver to Purchaser the all appropriate
      ownership documents for the Assets
purchased.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      parties shall execute and deliver each of the documents referred to in
      Section 4.1 hereof;

            


    

    


    
      	
              ARTICLE
      II

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

    


    2.1 Representations, Warranties
and Agreements of the Company.

    


    The
Company hereby makes the following representations and warranties to the
Purchaser:

    


    
      	
               
      

            	
              (a)

            	
              Organization
      and Qualification. The Company is a company, validly existing and in good
      standing under the laws of the State of Florida, with the requisite
      corporate power and authority to own and use its properties and assets and
      to carry on its business as currently conducted. Except as set forth
      herein, the Company has no subsidiaries (collectively, the
      "Subsidiaries").   Company is duly qualified to do business
      and is in good standing as a corporation in each jurisdiction in which the
      nature of the business conducted or property owned by it makes such
      qualification necessary, except where the failure to be so qualified or in
      good standing, as the case may be, would not, individually or in the
      aggregate, (1) adversely affect the legality, validity or enforceability
      of any of this Agreement or the Transaction Documents (as defined below)
      or any of the transaction contemplated thereby, (2) have or result in a
      material adverse effect on the results of operations, assets, prospects,
      or financial condition of the Company and its Subsidiaries, taken as a
      whole or (3) adversely impair the Company's ability to perform fully on a
      timely basis its obligations under any Transaction Document (any of (1),
      (2) or (3), being a "Material Adverse
Effect").

            


    

    


    
      	
               
      

            	
              (b)

            	
              Authorization;
      Enforcement. The Company has the requisite corporate power and authority
      to enter into and to consummate the transaction contemplated by this
      Agreement, and otherwise to carry out its obligations
      hereunder.  The execution and delivery of each of this Agreement
      by the Company and the consummation by it of the transactions contemplated
      hereby have been duly authorized by all necessary corporate action and no
      further action is required by the Company, its Board of Directors or its
      stockholders.  This Agreement have been duly executed by the
      Company and when delivered in accordance with the terms hereof will
      constitute the valid and binding obligation of the Company enforceable
      against the Company in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of, creditors' rights and remedies or
      by other equitable principles of general
  application.

            


    

    


    
      	
               
      

            	
              (c)

            	
              No
      Conflicts. The execution, delivery and performance of this Agreement by
      the Company and the consummation by the Company of the transactions
      contemplated hereby (including the sale of the Underlying Assets) do not
      and will not,

            


    

    


    
      	
               
      

            	
              (1)

            	
              conflict
      with or violate any provision of the Articles of Incorporation, bylaws or
      other charter documents of the Company or any of the
      Subsidiaries,

            


    

    


    
      	
               
      

            	
              (2)

            	
              result
      in a violation of any law, rule, regulation, order, judgment, injunction,
      decree or other restriction of any court or governmental authority to
      which the Company is subject (including Federal and state assets laws and
      regulations), or by which any material property or asset of the Company or
      any Subsidiary is bound or
affected.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Consents
      and Approvals. Except as specifically set forth in this Section, the
      Company 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 federal, state, local or other governmental authority or
      other person in connection with the execution, delivery and performance by
      the Company of this Agreement, other
than

            


    

    


    
      	
               
      

            	
              (1)

            	
              the
      approval of the Company's Board of
Directors,

            


    

    


    
      	
               
      

            	
              (2)

            	
              any
      filings, notices or registrations under applicable state assets laws
      (together with the consents, waivers, authorizations, orders, notices and
      filings referred to in Section 2.1(f), the "Required
      Approvals").

            


    

    


    
      	
               
      

            	
              (e)

            	
              Litigation;
      Proceedings. Except as specifically set forth in Section 2.1(g), there is
      no action, suit, notice of violation, proceeding or investigation pending
      or, to the knowledge of the Company, threatened against or affecting the
      Company or any of their respective properties before or by any court,
      governmental or administrative agency or regulatory authority (federal,
      state, county, local or foreign)
which

            


    

    


    
      	
               
      

            	
              (1)

            	
              adversely
      affects or challenges the legality, validity or enforceability of any of
      this Agreement or

            


    

    


    
      	
               
      

            	
              (2)

            	
              would
      individually or in the aggregate, have a Material Adverse Effect upon the
      Company.

            


    

    


    
      	
               
      

            	
              (f)

            	
              No
      Default or Violation. The Company:

            


    

    
      	
               
      

            	
              (1)

            	
              is
      not in default under or in violation or breach 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,

            


    

    
      	
               
      

            	 	
              (2)

            	
              is
      not in violation of any order of any court, arbitrator or governmental
      body applicable to it, or

            


    

    


    
      	
               
      

            	 	
              (3)

            	
              is
      not in violation of any statute, rule or regulation of any governmental
      authority to which it is subject.

            


    

    


    
      	
               
      

            	
              (g)

            	
              Disclosure;
      Absence of Certain Changes. Neither this Agreement, the Exhibits to this
      Agreement, contains any untrue statement of a material fact or omits to
      state any material fact necessary in order to make the statements made
      herein and therein, in light of the circumstances under which they were
      made, not misleading. Except as disclosed in herein, there has been no
      material adverse change and no material adverse development in the
      business, properties, operations, financial condition, liabilities or
      results of operations or, insofar as can reasonably be foreseen, prospects
      of the Companies.  The Company has not taken any steps, and does
      not currently expect to take any steps, to seek protection pursuant to any
      bankruptcy law nor does the Company have any knowledge or reason to
      believe that its creditors intend to initiate involuntary bankruptcy
      proceedings. No event, liability, development or circumstance has occurred
      or exists, or is contemplated to occur, with respect to the Company or
      their respective business, properties, operations or financial condition
      or, insofar as can reasonably be foreseen, prospects, that would be
      required to be disclosed by the Company on a registration statement
      (including by way of incorporation by reference) filed with the SEC, on
      the date this representation is made or deemed to be
  made.

            


    

    


    
      	
               
      

            	
              (h)

            	
              Investment
      Company. The Company is not, and is not
      controlled by or under common control with an affiliate (an "Affiliate")
      of an "investment company" within the meaning of the Investment Company
      Act of 1940, as amended.

            


    

    


    
      	
               
      

            	
              (i)

            	
              Broker's
      Fees. No fees or commissions or similar payments with respect to the
      transactions contemplated by this Agreement or the Transaction Documents
      have been paid or will be payable by the Company to any broker, financial
      advisor, finder, investment banker, or bank. The Purchasers shall have no
      obligation with respect to any fees or with respect to any claims made by
      or on behalf of other Persons for fees of a type contemplated in this
      Section 2.1(n) that may be due in connection with the transactions
      contemplated by this Agreement.

            


    

    


    
      	
               
      

            	
              (j)

            	
              Patents
      and Trademarks. The Company has, or has right to use, all patents, patent
      applications, trademarks, trademark applications, service marks, trade
      names, copyrights, licenses and rights (collectively, the "Intellectual
      Property Rights") which are necessary for use in connection with its
      business.  To the best knowledge of the Company, there is no
      existing infringement by another Person of any of the Intellectual
      Property Rights which are necessary for use in connection with the
      Company's business which would individually or in the aggregate, have a
      Material Adverse Effect and the Company is not infringing on any other
      person's Intellectual Property
Rights.

            


    

    


    
      	
               
      

            	
              (k)

            	
              Employee
      Relations. The Company is not involved in any union labor dispute nor, to
      the knowledge of the Company, is any such dispute
      threatened.  The Company is not party to a collective bargaining
      agreement, and the Company believes that relations with their employees are
      good. Except as set forth herein, no executive officer (as defined in Rule
      501(f) of the Assets Act) has notified the Company that such officer
      intends to leave the Company or otherwise terminate such officer's
      employment with the Company.

            


    

    


    
      	
               
      

            	
              (l)

            	
              Permits.
      Except as set forth herein, the Company possess all certificates,
      authorizations, licenses, easements, consents, approvals, orders and
      permits necessary to own, lease and operate their respective properties
      and to conduct their respective businesses as currently conducted except
      where the failure to possess such permits would not, individually or in
      the aggregate, have a Material Adverse Effect on the Company ("Material
      Permits"), and there is no proceeding pending, or, to the knowledge of the
      Company, threatened relating to the revocation, modification, suspension
      or cancellation of any Material Permit. Neither the Company nor any of the
      Subsidiaries is in conflict with or default or violation of any Material
      Permit.

            


    

    


    
      	
               
      

            	
              (m)

            	
              Internal
      Accounting Controls. The Company maintains a system of internal accounting
      controls sufficient to provide reasonable  assurance that all
      transactions are executed in accordance with management's general or
      specific authorizations,

            


    

    


    
      	
               
      

            	
              (1)

            	
              transactions
      are recorded as necessary to permit preparation of financial statements in
      conformity with generally accepted accounting principles and to maintain
      asset accountability,

            


    

    


    
      	
               
      

            	
              (2)

            	
              access
      to assets is permitted only in accordance with management's general or
      specific authorization and

            


    

    


    
      	
               
      

            	
              (n)

            	
              Tax
      Status; FIRPTA. The Company has made or filed all federal and state income
      and all other tax returns, reports and declarations required by any
      jurisdiction to which it is subject (unless and only to the extent that
      the Company has set aside on its books provisions reasonably adequate for
      the payment of all unpaid and unreported taxes) and has paid all taxes and
      other governmental assessments and charged that are material in amount,
      shown or determined to be due on such returns, reports and declarations,
      except those being contested in good faith and has set aside on it books
      provisions reasonably adequate for the payment of all taxes for periods
      subsequent to the periods to which such returns, reports or declarations
      apply. There are no unpaid taxes in any material amount claimed to be due
      by the taxing authority of any jurisdiction, and the officers of the
      Company know of no basis for any such claim. The Company is not a "United
      States real property holding corporation" within the meaning of Section
      847 (c) (2) of the Internal Revenue Code of 1986, as
    amended.

            


    

    


    
      	
               
      

            	
              (o)

            	
              Transactions
      With Affiliates. None of the officers, directors, or employees of the
      Company is presently a party to any transaction with the Company (other
      than for services as employees, officers and directors), including any
      contract, agreement or other arrangement providing for the furnishing of
      services to or by, providing for rental of real or personal property to or
      from, or otherwise requiring payments to or from any officer, director or
      such employee or, to the knowledge of the Company, any corporation,
      partnership, trust or entity in which any officer, director, or any such
      employee has a substantial interest or is an officer, director, trustee or
      partner other than transactions that would not require disclosure under
      Section 404 of Regulation S-K of the Assets Act and the Exchange
      Act.

            


    

    


    
      	
               
      

            	
              (p)

            	
              Foreign
      Corrupt Practices. Neither the Company, nor any director, officer, agent,
      employee or other person acting on behalf of the Company has, in the
      course of its actions for, or on behalf of, the Company used any corporate
      funds for any unlawful contribution, gift, entertainment or other unlawful
      expenses relating to political activity; made any direct or indirect
      unlawful payment to any foreign or domestic government official or
      employee from corporate funds; materially violated or is in material
      violation of any provision of the U.S. Foreign Corrupt Practices Act of
      1977, as amended; or made any unlawful bribe, rebate, payoff, influence
      payment, kickback or other unlawful payment to any foreign or domestic
      government official or employee.

            


    

    


    2.2 Representations and
warranties of the Purchasers.

    


    Purchaser
represents and warrants to the Company as follows:

    


    
      	
               
      

            	
              (a)

            	
              Organization;
      Authority. Such Purchaser is a corporation duly formed, validly existing
      and in good standing under the laws of the jurisdiction of the State of
      Nevada, with the requisite power and authority, corporate or otherwise, to
      enter into and to consummate the transactions contemplated hereby and
      otherwise to carry out its obligations hereunder. The purchase by such
      Purchaser of the Assets hereunder has been duly authorized by all
      necessary action on the part of such Purchaser. This Agreement has been
      duly executed and delivered by such Purchaser and constitutes the valid
      and legally binding obligation of such Purchaser, enforceable against such
      Purchaser in accordance with its terms, subject to bankruptcy, insolvency,
      fraudulent transfer, reorganization, moratorium and similar laws of
      general applicability relating to or affecting creditors' rights generally
      and to general principles of
equity.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Reliance.
      Purchaser understands and acknowledges
that

            


    

    


    
      	
               
      

            	
              (1)

            	
              the
      Assets are being offered and sold to the Purchaser without registration
      under the Assets Act in a private placement that is exempt from the
      registration provisions of the Assets Act under Section 4(2) of the Assets
      Act or Regulation D promulgated thereunder
and

            


    

    


    
      	
               
      

            	
              (2)

            	
              the
      availability of such exemption, depends in part on, and the Company will
      rely upon the accuracy and truthfulness of, the representations set forth
      in this Section 2.2 and such Purchaser hereby consents to such reliance.
      The Company acknowledges and agrees that the Purchaser make no
      representations or warranties with respect to the transactions
      contemplated hereby other than those specifically set forth in this
      Section 2.2.

            


    

    


    ARTICLE III     OTHER
AGREEMENTS

    


    
      	
               
      

            	
              3.1

            	
              Notice of
      Breaches.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Company and Purchaser shall give prompt written notice to the other of any
      breach by it of any representation, warranty or other agreement contained
      in this Agreement or in the Registration Rights Agreement, as well as any
      events or occurrences arising after the date hereof and prior to the
      Closing Date, as applicable, which would reasonably be likely to cause any
      representation or warranty or other agreement of such party, as the case
      may be, contained herein to be incorrect or breached as of such Closing
      Date provided such notice will not constitute material non-public
      information.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Company shall promptly notify, provided such notification will not
      constitute material non-public information, Purchaser of any notice or
      claim (written or oral) that it receives from any lender of the Company to
      the effect that the consummation of the transactions contemplated hereby
      violates or would violate any written agreement or understanding between
      such lender and the Company, promptly furnish by facsimile to the
      Purchasers a copy of any written statement in support of or relating to
      such claim or notice.

            


    

    


    
      	
               
      

            	
              3.2

            	
              Reimbursement.

            


    

    


    In the event that either party hereto,
other than by reason of its gross negligence or willful misconduct, becomes
involved in any capacity in any action, proceeding or investigation brought by
or against any person, including shareholders of the Company, in connection with
or as a result of

    


    
      	
               
      

            	
              (a)

            	
              any
      misrepresentation or breach of any representation or warranty made by such
      party in this Agreement or any other certificate, instrument or document
      contemplated hereby or thereby,

            


    

    


    
      	
               
      

            	
              (b)

            	
              any
      breach of any covenant, agreement or obligation of such party contained in
      this Agreement or any other certificate, instrument or document hereby or
      thereby, or

            


    

    


    
      	
               
      

            	
              (c)

            	
              any
      cause of action, suit or claim brought or made against such Party and
      arising out of or resulting from the execution, delivery, performance or
      enforcement of this Agreement or the Transaction Documents or any other
      certificate, instrument or document contemplated hereby or thereby, the
      other party will reimburse such Party for its legal and other actual
      out-of-pocket expenses (including the cost of any investigation and
      preparation) incurred in connection therewith.  To the extent
      that the foregoing undertaking by the parties may be unenforceable for any
      reason, the obligating party shall make the maximum contribution to the
      payment and satisfaction of its obligations hereunder which is permissible
      under applicable law.

            


    

     

    ARTICLE
IV    CONDITIONS

    


    
      	
               
      

            	
              (a)

            	
              Conditions
      Precedent to the Obligation of the Company to Sell the Assets. The
      obligation of the Company to sell the Assets hereunder is subject to the
      reliance and satisfaction or waiver (with prior written notice to
      Purchaser) by the Company, at or before the Closing, of each of the
      following conditions:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Accuracy
      of the Purchasers' Representations and Warranties. The representations and
      warranties of each Purchaser in this Agreement shall be true and correct
      in all material respects as of the date when made and as of the Closing
      Date;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Performance
      by the Purchasers. Purchaser shall have performed, satisfied and complied
      in all material respects with all covenants, agreements and conditions
      required by this Agreement to be performed, satisfied or complied with by
      such Purchaser at or prior to the Closing;
and

            


    

    


    
      	
               
      

            	
              (3)

            	
              No
      Injunction. No statute, rule, regulation, executive order, decree, ruling
      or injunction shall have been enacted, entered, promulgated or endorsed by
      any court or governmental authority of competent jurisdiction which
      prohibits the consummation of any of the transactions contemplated by this
      Agreement or the Transaction
Documents.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Conditions
      Precedent to the Obligation of the Purchaser to Purchase the Assets. The
      obligation of Purchaser hereunder to acquire and pay for the Assets is
      subject to the satisfaction or waiver by such Purchaser, at or before the
      Closing, of each of the following
conditions:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Accuracy
      of the Company's Representations and Warranties. The representations and
      warranties of the Company set forth in this Agreement and in the
      Registration Rights Agreement shall be true and correct in all respects as
      of the date when made and as of the Closing
  Date;

            


    

    


    
      	
               
      

            	
              (2)

            	
              Performance
      by the Company. The Company shall have performed, satisfied and complied
      in all respects with all covenants, agreements and conditions required by
      this Agreement to be performed, satisfied or complied with by the Company
      at or prior to the Closing;

            


    

    


    
      	
               
      

            	
              (c)

            	
              No
      Injunction. No statute, rule, regulation, executive order, decree, ruling
      or injunction shall have been enacted, entered, promulgated or endorsed by
      any court or governmental authority of competent jurisdiction which
      prohibits the consummation of any of the transactions contemplated by this
      Agreement and the Transaction
Documents;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Required
      Approvals. All Required Approvals shall have been
  obtained.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Documents
      and Certificates. At the Closing, the Company shall have delivered to the
      Purchaser, the following in form and substance reasonably satisfactory to
      the Purchaser:

            


    

    


    
      	
               
      

            	
              (1)

            	
              Secretary's
      Certificate. A Secretary's Certificate dated the Closing Date and signed
      by the Secretary or Assistant Secretary of the Company
      certifying

            


    

    


    
      	
               
      

            	
              (i)

            	
              that
      attached thereto is a true and complete copy of the Certificate of
      Incorporation of the Company, as in effect on the Closing
      Date,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              that
      attached thereto is a true and complete copy of the by-laws of the
      Company, as in effect on the Closing Date
and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              that
      attached thereto is a true and complete copy of the resolutions duly
      adopted by the Board of Directors of the Company authorizing the
      execution, delivery and performance this Agreement, and that such
      resolutions have not been modified, rescinded or
  revoked.

            


    

    


    ARTICLE
V    MISCELLANEOUS

    


    
      	
               
      

            	
              5.1

            	
              Fees and
      Expenses.

            


    

    


    Except as set forth in this Agreement,
each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Company shall pay all stamp and other taxes and duties
levied in connection with the sale of the Assets.

    


    
      	
               
      

            	
              5.2

            	
              Entire Agreements
      Amendments.

            


    

    


    This
Agreement, together with the Exhibits  hereto  contain 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.

    


    
      	
               
      

            	
              5.3

            	
              Notices.

            


    

    


    Any notice or other communication
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been received

    


    
      	
               
      

            	
              (a)

            	
              upon
      hand delivery (receipt acknowledged) or delivery by telex (with correct
      answer back received), telecopy or facsimile (with transmission
      confirmation report) at the address or number designated below (if
      received by 7:00 p.m. EST where such notice is to be received), or the
      first business day following such delivery (if delivered on a business day
      after during normal business hours where such notice is to be received)
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              on
      the second business day following the date of mailing by express courier
      service, fully prepaid, addressed to such address, or upon actual receipt
      of such mailing, whichever shall first occur. The addresses for such
      communications are

            


    

    


    
      	
               
      

            	
              (1)

            	
              if
      to the Company,  to:

            	
              Visitrade,
      LLC 

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	 


    

    
      	
               
      

            	 	 


    

    
      	
               
      

            	
              (2)

            	
              if
      to the Purchaser, to:

            	
              Square
      Shooter Incorporated

            


    

    
      	
               
      

            	 


    

    
      	
               
      

            	 


    

    


    
      	
               
      

            	
              5.4

            	
              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 both the Company and the Purchaser; 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 either party to exercise any right hereunder in any manner impair
the exercise of any such right accruing to it thereafter.

    


    
      	
               
      

            	
              5.5

            	
              Headings; Interpretive
      Matters.

            


    

    


    The headings herein are for convenience
only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof. No provision of this Agreement
will be interpreted in favor of, or against, any of the parties hereto by reason
of the extent to which any such party or its counsel participated in the
drafting thereof or by reason of the extent to which any such provision is
inconsistent with any prior draft hereof or thereof.

    
      	
               
      

            	
              5.6

            	
              Successors and
      Assigns.

            


    

    


    This Agreement shall be binding upon
and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Purchaser. The Purchaser may
assign this Agreement or any rights or obligations hereunder without the prior
written consent of the Company, except that any assignees must make the
representations and warranties set forth in Section 2.2 and otherwise comply
with the terms of this Agreement otherwise applicable to its assignor. This
provision shall not limit a Purchaser's right to transfer assets in accordance
with all of the terms of this Agreement or under the Registration Rights
Agreement.

    


    
      	
               
      

            	
              5.7

            	
              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.

    


    
      	
               
      

            	
              5.8

            	
              Governing
      Law.

            


    

    


    This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Nevada without regard to the principles of conflicts of law thereof. Each party
hereby irrevocably submits to the nonexclusive jurisdiction of the state and
federal courts sitting in the City of Las Vegas, Nevada, for the adjudication of
any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, 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 consent to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
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.

    


    
      	
               
      

            	
              5.9

            	
              Survival.

            


    

    


    The agreements, covenants,
representations, warranties and provisions contained in this Agreement shall
survive the delivery of the Assets pursuant to this Agreement.

    


    
      	
               
      

            	
              5.10

            	
              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 party, it being understood that
both parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile 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 signature
page were an original thereof.

    


    
      	
               
      

            	
              5.11

            	
              Publicity.

            


    

    


    The Company and the Purchaser shall
consult with each other in issuing any press releases or otherwise making public
statements with respect to the transactions contemplated hereby and neither
party shall issue any such press release or otherwise make any such public
statement without the prior written consent of the other, which consent shall
not be unreasonably withheld or delayed, except that no prior consent shall be
required if such disclosure is required by law, in which such case the
disclosing party shall provide the other party with prior notice of such public
statement. The Company shall not publicly or otherwise disclose the name of the
Purchaser without Purchaser's prior written consent. The Purchaser and its
affiliated companies shall, without further cost, have the right to use in its
advertising, marketing or other similar materials all or parts of the Company’s
press releases that focus on the Transaction forming the subject matter of this
Agreement or which make reference to the Transaction. The Purchaser understand
that this grant by the Company only waives objections that the Company might
have to the use of such materials by the Purchaser and in no way constitutes a
representation by the Company that references in such materials to the
activities of third-parties have been cleared or constitute a fair
use.

    


    
      	
               
      

            	
              5.12

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

    


    
      	
               
      

            	
              5.13

            	
              Remedies.

            


    

    


    In addition to being entitled to
exercise all rights provided herein or granted by law, including recovery of
damages, the Parties will be entitled to specific performance of the obligations
of each other under this Agreement or the Transaction Documents without the
showing of economic loss and without any bond or other security being required.
Each of the Company and the Purchaser (severally and not jointly) agree that
monetary damages would not be adequate compensation for any loss incurred by
reason of any breach of its obligations described in the foregoing sentence and
hereby agrees to waive in any action for specific performance of any such
obligation the defense that a remedy at law would be adequate.

    


    
      	
               
      

            	
              5.14

            	
              Further
      Assurances.

            


    

    


    Each party shall do and perform, or
cause to be done and performed, 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.

    


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

    


    VISITRADE

    


    /s/ Larry Bolton

    ____________________________________________

    Larry
Bolton, President and Director

    


    SQUARE
SHOOTER INCORPORATED

    


    /s/ C. Anthony Ferracone

    ____________________________________________

    C.
Anthony Ferracone, Chairman of the Board and Director

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    EXHIBIT
A

    List of
Assets to be Purchased

    


    Assets to
be purchased.

    


    All
assets of the Company including, but not limited to, all:

    


    Licenses

    License
Agreements

    Patents

    Names,
Trade Names, Trade Marks and Logos including the name Visitrade &
Vizitrade.

    Goods in
Process

    Production
Equipment and technology

    Contracts

    Contacts

    Referrals

    Intellectual
Properties

    Web
Site

    


    to be
delivered free of any liens or encumbrances or any other cloud on its
ownership.

    


    This
agreement requires Square Shooter Incorporated to change its name.

    


    


    


    


    


    


    


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