Exhibit
      10.1

    


    AGREEMENT

     

    AGREEMENT,
      dated as of October 20, 2008 (the “Agreement”), by and among., Mecanismo Corp ,
      a Nevada Corporation (the “Purchaser”), and Domark International, Inc., a Nevada
      corporation and R. Thomas Kidd, hereinafter collectively the (“Selling
      Parties”.) 

     

    BACKGROUNDBACKGROUND

     

    The
      Selling Parties are the beneficial owners of an aggregate of One Hundred
      Thousand Shares of preferred convertible stock of SportsQuest, Inc. (the
“Company”) (“Sellers Shares”), convertible into common shares of Company at the
      rate of 500 shares of common stock for each preferred share and 9,973,397 shares
      of common stock of Company. The Selling Parties own, in the aggregate,
      approximately 94% of the issued and outstanding capital stock of the Company,
      fully diluted, as of the date hereof.

    


    At
      the
      Closing, as set forth in this Agreement:

     

    (a) The
      Selling Parties shall sell and the Purchaser shall acquire from the Selling
      Parties, the Selling Parties Preferred Shares of Company in exchange for the
      irrevocable Assignment of that certain Judgment arising from***CASE BC 359831
      LOS ANGELES SUPERIOR COURT Veridigm Inc (f/k/a E-Notes Systems Inc (DE) (“the
      Plaintiff”), against TotalMed Systems, Inc., (The “Defendant”) ****and a
      Promissory Note in the amount of $100,000 to Domark International,
      Inc.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual promises and covenants herein
      contained, the adequacy and sufficiency of which are deemed appropriate by
      the
      Parties, the Company, the Selling Parties and the Purchaser hereby agree as
      follows: 

    


    1.    Purchase
      of the Seller’s Shares:
      

     

    (a) At
      the
      Closing, the Selling Parties shall sell, transfer, convey and deliver to the
      Purchaser the Sellers Shares at the Purchase Price set forth in Section 1 (b),
      below.

    


    (b) The
      Purchase Price for the Seller Shares being purchased by the Purchaser herein
      shall be $208,368.49 which is the current unpaid balance including interest
      and
      attorney fees of the TotalMed Judgment (the “TotalMed Judgment”), to be
      transferred to Domark International, Inc, and a Promissory Note for the sum
      of
      One Hundred Thousand Dollars due in one installment one year from the closing
      of
      this transaction. Said Promissory Note form is attached as Schedule
      1(b).

    


    2.    Payment
      of Legal and Other Fees:

     

    Each
      of
      the parties hereto will pay their own legal and other fees associated with
      the
      execution of this transaction.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      

    3.    The
      Closing.

     

    (a)
      General. The closing of the transactions contemplated in Sections 1 through
      4 of
      this Agreement, all of which transactions shall all occur contemporaneously
      (the
“Closing”), shall take place at the offices of the Company, or at such other
      place and at such other time as the Parties hereto shall mutually agree, or,
      with the mutual agreement of all of the parties, by exchange of documents among
      the Parties, following the satisfaction or waiver of all conditions to the
      obligations of the Parties to consummate the transactions contemplated herein
      (other than conditions with respect to actions the Parties will take at the
      Closing itself), but not later than October 21, 2008, or such other date as
      the
      Purchaser and the Seller may mutually determine (the “Closing
      Date”).

     

    4.    Representations
      and Warranties of the Selling Parties.
      

    


    The
      Selling Parties individually represent and warrant to the Purchaser that the
      statements contained in this Section 4 are correct and complete as of the date
      of this Agreement and will be correct and complete as of the Closing Date (as
      though made then and as though the Closing Date were substituted for the date
      of
      this Agreement throughout this Section 4). 

     

    (a)
      The
      Selling Parties have the power and authority to execute, deliver and perform
      such Selling Parties obligations under this Agreement and to sell, assign,
      transfer and deliver to the Purchaser their respective Sellers Shares, as
      contemplated hereby. No permit, consent, approval or authorization of, or
      declaration or registration with any governmental or regulatory authority or
      consent of any third party is required in connection with the execution and
      delivery by the Selling Parties to this Agreement and the consummation of the
      transactions contemplated hereby.

    


    (b)
      Neither the execution and delivery of this Agreement, nor the consummation
      of
      the transactions
      contemplated hereby or compliance with the terms and conditions hereof by the
      Selling Parties will violate or result in a breach of any term or provision
      of
      any agreement to which the Selling Parties are bound or is a party, or be in
      conflict with or constitute a default 

    under,
      or
      cause the acceleration of the maturity of any of the Seller obligations under
      any existing agreement or violate any order, writ, injunction, decree, statute,
      rule or regulation applicable to the Selling Parties or any of the Selling
      Parties properties or assets. 

     

    (c)
       This
      Agreement has been duly and validly executed by the Selling Parties, and
      constitutes the valid and binding obligation of Selling Parties, enforceable
      against Selling Parties in accordance with its terms, except as enforceability
      may be limited by bankruptcy, insolvency or other laws affecting creditors'
      rights generally or by limitations, on the availability of equitable remedies.
      

    


    (d)
      The
      Selling Party Shares are owned beneficially and of record by such Selling Party
      in the amounts specified and are validly issued and outstanding, or will be
      issued and outstanding, fully paid for and non-assessable with no personal
      liability attaching to the ownership thereof, free and clear of all liens,
      charges, security interests, encumbrances, claims of others, options, warrants,
      purchase rights, contracts, commitments, equities or other claims or demands
      of
      any kind (collectively, “Liens”), and upon delivery of the Seller Shares and the
      conversion Shares to the Purchaser, the Purchaser will acquire good, valid
      and
      marketable title thereto free and clear of all Liens. None of the Selling
      Parties is a party to any option, warrant, purchase right, or other contract
      or
      commitment that could require that Selling Parties to sell, transfer, or
      otherwise dispose of any of the preferred or common stock of the Company, other
      than pursuant to this Agreement. Selling Parties are not a party to any voting
      trust, proxy, or other agreement or understanding with respect to the voting
      of
      any preferred or common stock of the Company. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    5.    Representations
      and Warranties of the Purchaser.
      

    


    (a) The
      Purchaser is a corporation in good standing duly incorporated in the State
      of
      Nevada. The Purchaser is duly authorized to conduct business and is in good
      standing under the laws of each jurisdiction where such qualification is
      required. The Purchaser has full corporate power and authority and all licenses,
      permits, and authorizations necessary to carry on its business. At the Closing,
      the Purchaser shall have no subsidiaries and shall have no control of other
      subsidiaries, directly or indirectly, or have a direct or indirect equity
      participation in other entities.

    


    (b) Neither
      the execution and delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby or compliance with the terms and conditions
      hereof by the Purchaser will violate or result in a breach of any term or
      provision of any agreement to which the Purchaser is bound or is a party, or
      the
      Purchaser’s Certificate of Incorporation or By-Laws, or be in conflict with or
      constitute a default under, or cause the acceleration of the maturity of any
      obligation of the Purchaser under any existing agreement or violate any order,
      writ, injunction, decree, statute, rule or regulation applicable to the
      Purchaser or any of its properties or assets. 

    


    (c) This
      Agreement has been duly and validly executed by the Purchaser and constitutes
      the valid and binding obligation of the Purchaser, enforceable against it in
      accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency or other laws affecting creditors' rights generally
      or by
      limitations, on the availability of equitable remedies.

    


    (d) The
      Purchaser’s authorized capital stock, as of the date of this Agreement and as of
      the Closing, consists of 10,000 shares of Common Stock, $1.00 par value per
      share, of which 10,000 shares are issued and outstanding. The Purchaser has
      not
      reserved any shares of its Common Stock for issuance upon the exercise of
      options, warrants or any other securities that are exercisable or exchangeable
      for, or convertible into, Common Stock. 

    


    All
      of
      the issued and outstanding shares of the Purchaser’s Common Stock are validly
      issued, fully paid and non-assessable and have been issued in compliance with
      applicable laws, including, without limitation, applicable federal and state
      securities laws. 

    


    There
      are
      no outstanding options, warrants or other rights of any kind to acquire any
      additional shares of capital stock of the Purchaser or securities exercisable
      or
      exchangeable for, or convertible into, capital stock of the Purchaser, nor
      is
      the Purchaser committed to issue any such option, warrant, right or security.
      Except as otherwise provided for in this Agreement, there are no agreements
      relating to the voting, purchase or sale of capital stock (i) between or among
      the Purchaser and any of its stockholders, (ii) between or among any Selling
      Party and any third party, or among the Selling Parties and any of the
      Purchaser’s stockholders. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    (e) The
      Purchaser‘s Certificate of Incorporation or By-Laws do not have any restrictions
      in place relative to its ability to implement any reverse or forward split
      of
      its common stock. 

    


    (f) Purchaser
      will not have any Liabilities whatsoever at the closing date except as disclosed
      to Selling Parties at closing. 

    


    (g) There
      is
      no legal, administrative, investigatory, regulatory or similar action, suit,
      claim or proceeding that is pending or threatened against the
      Purchaser.

     

    (h)
      The
      Purchaser has properly and timely filed all Federal, state and local tax returns
      and has paid all taxes, assessments and penalties due and payable. All such
      tax
      returns were complete and correct in all respects as filed, and no claims have
      been assessed with respect to such returns. There are no present, pending,
      or
      threatened audit, investigations, assessments or disputes as to taxes of any
      nature payable by the Purchaser, nor any tax liens whether existing or inchoate
      on any of the assets of the Purchaser. No IRS or foreign, state, county or
      local
      tax audit is currently in progress. The Purchaser has not waived the expiration
      of the statute of limitations with respect to any taxes. There are no
      outstanding requests by the Purchaser for any extension of time within which
      to
      file any tax return or to pay taxes shown to be due on any tax
      return.

    


    (i)
       The
      Purchaser does not employ any employees and does not maintain any employee
      benefit or stock option plans, except as may be disclosed to Selling Parties
      at
      closing.

    


    (j)
       There
      has
      not been any event or condition of any character which has adversely affected,
      or may be expected to adversely affect, the Purchaser’s business or prospects,
      including, but not limited to any adverse change in the condition, assets,
      liabilities or business of the Purchaser. 

    


    
      	 	
              (k)

            	
              The
                Purchaser has complied in all material respects with all applicable
                laws
                (including rules, regulations, codes, plans, injunctions, judgments,
                orders, decrees, rulings, and charges thereunder) of all governmental
                authorities, and no action, suit, proceeding, hearing, investigation,
                charge, complaint, claim, demand, or notice has been filed or commenced
                against the purchaser alleging any failure so to comply. The Purchaser,
                nor any officer, director, employee, consultant or agent of the Purchaser
                has made, directly or indirectly, any payment or promise to pay,
                or gift
                or promise to give or authorized such a promise or gift, of any money
                or
                anything of value, directly or indirectly, to any governmental official,
                customer or supplier for the purpose of influencing any official
                act or
                decision of such official, customer or supplier or inducing him,
                her or it
                to use his, her or its influence to affect any act or decision of
                a
                governmental authority or customer, under circumstances which could
                subject the Purchaser or any officers, directors, employees or consultants
                of the Purchaser to administrative or criminal penalties or
                sanctions.

            


    

    


    
      	 	
              (l)

            	
              The
                Purchaser has the authority to transfer the TotalMed Judgment pursuant
                o
                the terms and conditions herein.

            


    

    


    
      	 	
              (m)

            	
              The
                Purchaser is acquiring the Selling Parties Shares for its own account
                for
                investment and not for the account of any other person and not with
                a view
                to or for distribution, assignment or resale in connection with any
                distribution within the meaning of the Securities Act of 1933, as
                amended
                (the “Securities Act”). Purchaser agrees not to sell or otherwise transfer
                the Seller Shares unless they are registered under the Securities
                Act and
                any applicable state securities laws, or an exemption or exemptions
                from
                such registration are available and shall promptly file or cause
                to be
                filed any and all filings, forms, documents and instruments necessary
                for
                the Purchaser to be in compliance with all Federal and state Securities
                Acts, laws, rules and regulations. The Purchaser has knowledge and
                experience in financial and business matters such that it is capable
                of
                evaluating the merits and risks of acquiring the Selling Parties
                Shares.

            


    

    


    (n)
      No
      representation or warranty by the Purchaser in this Agreement, nor in any
      certificate, schedule or exhibit delivered or to be delivered pursuant to this
      Agreement contains or will contain any untrue statement of material fact, or
      omits or will omit to state a material fact necessary to make the statements
      herein or therein, in light of the circumstances under which they were made,
      not
      misleading. 

     

    6.    Representations
      and Warranties of the Selling Parties.
      

     

    (a)
      The
      Selling parties have full power and authority to enter into this Agreement
      and
      to carry out the transactions contemplated hereby. 

    


    (b)
      Neither the execution and delivery of this Agreement nor the consummation of
      the
      transactions contemplated hereby, compliance by the selling parties with any
      of
      the terms and conditions hereof will; violate, or conflict with, or result
      in a
      breach of any provision of, or constitute a default under or result in the
      termination of, or accelerate the performance required by, or result in the
      creation of any Lien upon any of the properties or assets of the selling parties
      under any of the terms, conditions or provisions of any material note, bond,
      indenture, mortgage, deed or trust, license, lease, agreement or other
      instrument or obligation to which he is a party or by which he or any of his
      properties or assets may be bound or affected or violate any material order,
      writ, injunction, decree, statute, rule or regulation nor breach or violate
      any
      Laws, rules or regulations of the United States, and the rules and regulations
      promulgated by the SEC, which may be applicable to selling parties or any of
      its
      properties or assets, except for such violations which, in the aggregate, are
      immaterial and do not have any material adverse financial effect on selling
      parties. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (c) This
      Agreement has been duly and validly executed by the selling parties and
      constitutes a valid and binding obligation of the selling parties enforceable
      in
      accordance with its terms, except as the enforceability hereof may be limited
      by
      bankruptcy, insolvency or similar laws affecting the enforceability of
      creditor's rights generally or by limitations, on the availability of equitable
      remedies. 

    


    (d)
      No
      permit, consent, approval or authorization of, or declaration, filing or
      registration with any governmental or regulatory authority or the consent of
      any
      third party is required in connection with the execution and delivery by the
      selling parties of this Agreement and the consummation of the transactions
      contemplated hereby. 

     

    (e) There
      is
      no legal, administrative, investigatory, regulatory or similar action, suit,
      claim or proceeding that is pending or, to the selling parties knowledge,
      threatened against the selling parties.

    


    (f) No
      representation or warranty by the selling parties in this Agreement, nor in
      any
      certificate, schedule or exhibit delivered or to be delivered pursuant to this
      Agreement contains or will contain any untrue statement of material fact, or
      omits or will omit to state a material fact necessary to make the statements
      herein or therein, in light of the circumstances under which they were made,
      not
      misleading. 

    


    7.    Due
      Diligence.

    


    The
      selling parties have been furnished with documents and instruments and in
      addition has conducted its own intensive due diligence investigation relative
      to
      the Purchaser and the representations, warranties and covenants of the
      Purchaser. The Purchaser hereby acknowledges and agrees that it has received
      all
      requisite documents and instruments necessary for the Purchaser to have
      completed its due diligence all of which has been furnished to Purchaser to
      Purchaser’s complete satisfaction within the due diligence period. and all Due
      Diligence has been complied with. Purchaser is acquiring the shares of the
      Company from the Selling Parties, fully aware of the financial condition of
      the
      Company and its investment interest in Greens Worldwide Incorporated.


    


    8.    Payments
      at Closing; Brokers; Finders.

    


    There
      are
      no Brokers or Finders involved in this transaction and none of the Parties
      shall
      be responsible for the payment of any Brokers or finders’ fees other than as
      specifically set forth herein. Other than the foregoing, none of the Selling
      Parties nor the Company, nor any of their respective directors, officers or
      agents on their behalf, have incurred any obligation or liability, contingent
      or
      otherwise, for brokerage or finders’ fees or agents’ commissions or financial
      advisory services or other similar payment in connection with this Agreement.
      The Purchaser has not engaged any Brokers or Finders in connection with this
      transaction.

    


    9.    Pre-Closing
      Covenants.

    


    The
      Parties agree as follows with respect to the period between the execution of
      this Agreement and the Closing Date:

    


    (a)
      Each
      of the Parties has used his or its best efforts to take all action and to do
      all
      things necessary, proper, or advisable in order to consummate and make effective
      the transactions contemplated by this Agreement (including satisfaction, but
      not
      waiver, of the closing conditions set forth in Section 13 below).

    


    (b
      Form
      8-K
      Filing; Notices and Consents. 

    


    (i)
       Concurrent
      with the execution of this Agreement, Domark International, Inc. shall cause
      a
      Form 8-K to be filed with the U.S. Securities and Exchange Commission with
      respect to its having entered into this material definitive agreement and to
      disclose the material terms set forth in this Agreement. Each of the Parties
      will (and the Selling Parties will cooperate with Domark International, Inc.
      to)
      give any notices to, make any filings with, and use its best efforts to obtain
      any authorizations, consents, and approvals of governmental authorities
      necessary in order to consummate the transactions contemplated
      hereby.

    


    (ii) The
      Purchaser acknowledges that it may be required to file documents, instruments,
      financial statements and other disclosure documents in compliance with the
      Securities Act in order to effect the transaction contemplated by this
      Agreement.

    


    (c)
      Operation of Business. The Selling Parties will not cause or permit the Company
      to (i) declare, set aside, or pay any dividend or make any distribution with
      respect to its capital stock or redeem, purchase, or otherwise acquire any
      of
      its capital stock except as otherwise expressly specified herein, (ii) issue,
      sell, or otherwise dispose of any of its capital stock, or grant any options,
      warrants, preemptive or other rights to purchase or obtain (including upon
      conversion, exchange, or exercise) any of its capital stock.

     

    (d) Exclusivity.
      None of the Selling Parties or the Company shall, directly or indirectly, (i)
      solicit, initiate, or encourage the submission of any proposal or offer from
      any
      person relating to the acquisition of any of the Selling Parties Shares or
      any
      capital stock or other voting securities, or any assets (including any
      acquisition structured as a merger, consolidation, or share exchange) of the
      Company or (ii) participate in any discussions or negotiations regarding,
      furnish any information with respect to, assist or participate in, or facilitate
      in any other manner any effort or attempt by any person to do or seek any of
      the
      foregoing. None of the Selling Parties will vote the shares of the Company’s
      Preferred Stock held by them in favor of any such acquisition structured as
      a
      merger, consolidation, or share exchange. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    10    Documents
      to be Delivered at the Closing:

     

    (a) As
      to the Selling Parties and the Company:

    


    (i)
       The
      Selling Parties shall deliver to Purchaser, a share certificate representing
      the
      Selling Parties Preferred Shares of Company, duly endorsed with Medallion
      Guarantee affixed, in the amount of 100,000 shares of preferred stock of
      Company.

    


    (ii)
      The
      Selling Parties shall deliver to Purchaser, share certificates representing
      9,973,397 shares of common stock of Company, duly endorsed with Medallion
      Guarantee affixed.

     

    (iii) The
      Company shall deliver the corporate Minute Books, and related corporate
      documents and instruments contained in the minute books to the
      Purchaser.

     

    (b) As
      to the Purchaser: 

    


    (i) The
      Purchaser shall deliver a fully executed Promissory Note to Domark
      International, Inc. or assigns in the amount of One Hundred Thousand Dollars
      ($100,000) due in one year.

     

    (ii) The
      Purchaser shall deliver to the Selling parties, a true and correct Resolution
      of
      the Board of Directors of the Purchaser authorizing this Agreement and the
      transactions contemplated thereby.

     

    (iii)
      The
      Purchaser shall deliver a fully executed Assignment of Judgment by Veridigm
      against Totalmed Systems, in acceptable form to Domark International,
      Inc.

    


    11.    Conditions
      to Obligation to Close.

     

    (a) Conditions
      of Obligation of the Purchaser

     

    The
      obligation of the Purchaser to consummate the transactions to be performed
      by
      the Purchaser in connection with the Closing is subject to satisfaction of
      the
      following conditions:

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    (i)
      the
      representations and warranties set forth above shall be true and correct in
      all
      material respects at and as of the Closing Date;

    


    (ii) each
      of
      the Pre-Closing Covenants set forth above shall have been
      satisfied;

    


    (iii) the
      Selling Parties shall have performed and complied with all of their covenants
      hereunder in all material respects through the Closing;

     

    (iv) no
      action, suit, or proceeding shall be pending or threatened before any court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge would (A) prevent consummation of
      the
      transactions contemplated by this Agreement, (B) cause any of the transactions
      contemplated by this Agreement to be rescinded following consummation, (C)
      affect adversely the right of the Purchaser to own the Selling Parties Shares
      and to control the Company, or (D) affect adversely the right of the Company
      to
      own its assets and to operate its businesses (and no such injunction, judgment,
      order, decree, ruling, or charge shall be in effect);

     

    (viii)
      The Purchaser shall have received the resignations, effective as of the Closing
      Date, of each officer and Director of the Company, currently R. Thomas Kidd
      and
      Richard Altmann and the appointment of the designee(s) of the Purchaser. In
      addition, each officer and director shall waive any accrued compensation if
      any
      due said officers and directors as of the closing date. Said resignations shall
      be effective 10 days after the Purchaser files a Form 14f with the Securities
      and Exchange Commission. 

    


    (ix)
      Except as otherwise set forth in this Agreement, there shall not have been
      any
      occurrence, event, incident, action, failure to act, or transaction which has
      had or is reasonably likely to cause a material adverse effect on the business,
      assets, properties, financial condition, results of operations or prospects
      of
      the Purchaser;

    


    (x) The
      Purchaser has completed its business, accounting and legal Due Diligence review
      of the Company, and the results thereof are completely satisfactory to the
      Purchaser;

     

    (xi) the
      Purchaser shall deliver to selling parties a Certificate of Good Standing of
      the
      Purchaser issued by the Nevada Secretary of State dated no earlier than sixty
      (60) days prior to the Closing.

    


    (xii)
      all
      actions to be taken by the Selling Parties in connection with consummation
      of
      the transactions contemplated hereby and all certificates, opinions,
      instruments, and other documents required to effect the transactions
      contemplated hereby will be satisfactory in form and substance to the Purchaser;
      and

    


    The
      Purchaser may waive any condition specified in this Section 13(a) at or prior
      to
      the Closing in writing executed by the Purchaser.

    


    (b)
      Conditions
      to Obligation of the Selling Parties.

    


    The
      obligations of the Selling Parties to consummate the transactions to be
      performed by them in connection with the Closing are subject to satisfaction
      of
      the following conditions:

     

    (i) the
      representations and warranties set forth above shall be true and correct in
      all
      material respects at and as of the Closing Date;

    


    (ii) each
      of
      the Pre-Closing Covenants set forth above shall have been
      satisfied;

    


    (iii)
      the
      Purchaser shall have performed and complied with all of its covenants hereunder
      in all material respects through the Closing;

    


    (iv)
      no
      action, suit, or proceeding shall be pending or threatened before any court
      or
      quasi-judicial or administrative agency of any federal, state, local, or foreign
      jurisdiction or before any arbitrator wherein an unfavorable injunction,
      judgment, order, decree, ruling, or charge would (A) prevent consummation of
      any
      of the transactions contemplated by this Agreement or (B) cause any of the
      transactions contemplated by this Agreement to be rescinded following
      consummation (and no such injunction, judgment, order, decree, ruling, or charge
      shall be in effect);

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (vi) all
      actions to be taken by the Purchaser in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby
      will
      be satisfactory in form and substance to the Selling Parties. 

    


    (vii) The
      Purchaser shall have purchased from the Sellers (100,000) shares of the
      Company’s Preferred Stock and 9,973,397 shares of the Company’s common stock for
      which Purchaser shall have paid a promissory Note for $100,000 and an assignment
      to Domark International, Inc. of a Judgment owned by Veridigm in the amount
      of
      $208,368.49 provided for herein.

     

    (x) The
      Purchaser shall have procured all of the third party consents required in order
      to effect the Closing, if applicable.

    


    (xi)
      There shall not have been any occurrence, event, incident, action, failure
      to
      act, or transaction that has had or is reasonably likely to cause a material
      adverse effect on the business, assets, properties, financial condition, results
      of operations or prospects of the Purchaser;

    


    (xii) The
      Purchaser shall have delivered resolutions adopted by the Board of Directors
      of
      the Purchaser authorizing this Agreement;

    


    (xiii) The
      Purchaser shall deliver to the Selling Parties a Certificate of Good Standing
      of
      the Purchaser issued by the Nevada Secretary of State dated no earlier than
      sixty (60) days prior to the Closing.

    


    (xiv) all
      actions to be taken by the Purchaser in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby
      will
      be satisfactory in form and substance to the Company and the Selling
      Parties.

    


    The
      Company and/or the Selling parties may waive, on behalf of each of the Selling
      Parties any condition specified in this Section at or prior to the Closing
      in
      writing executed by the Company and/or the Selling Parties, as the case may
      be.

    


    12.    Remedies
      for Breaches of This Agreement.

    


    (a) Survival
      of Representations and Warranties.
      All of
      the representations and warranties of the Parties shall survive the Closing
      hereunder and continue in full force and effect for a period of one (1) year
      thereafter.

     

    (b)
      Indemnification
      Provisions for Benefit of the Purchaser.

    


    (i)
      The
      Selling Parties shall indemnify the Purchaser from and against any and all
      claims, liabilities, actions or matters which shall result in monetary damages
      to the Company for any Federal, state or local taxes of the Company with respect
      to any tax year or portion thereof ending prior to the Closing Date; and any
      monetary damages to the Company for any actions by the Selling Parties from
      the
      end of the Company’s most recent fiscal year to the Closing Date, provided that
      the Purchaser does not change the fiscal year of the Company at any time, or
      cause any event to occur which would result in a change of accounting practice
      or other circumstances so that the liability for any such actions before or
      on
      the Closing Date or thereafter can not be readily determined in which event
      Selling Parties shall not be liable for any damages whatsoever.

    


    (ii) The
      Selling Parties shall indemnify the Purchaser from and against any claims,
      liabilities, actions or matters which result in monetary damages to the Company
      for actions brought by the SEC against the Selling Parties or any of them in
      violation of any laws, rules or regulation promulgated by the SEC which occurred
      prior to the Closing Date.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    (iii) If
      any
      third party shall commence an action relating to a Company matter that occurred
      prior to the Closing, the Purchaser shall notify the Seller Representative
      on
      behalf of each and all of the Selling Parties in writing, without delay, setting
      forth the details of such claim and furnishing the Seller Representative with
      a
      copy of any complaint or other moving papers relating thereto, to enable the
      Selling Parties to defend and respond to such claim or action. The Selling
      Parties shall indemnify and hold harmless the Purchaser from and against any
      such claims, liabilities, actions or matters which result in monetary damages
      against the Company, provided that such action directly relates solely to
      matters that occurred prior to the Closing and were not caused by the action
      or
      inaction of the Purchaser.

     

    (c)
      Indemnification
      Provisions for Benefit of each and all of the Selling
      Parties.

    


    (i)
      The
      Purchaser shall indemnify the Selling Parties from and against any and all
      claims, liabilities, actions or matters which shall result in monetary damages
      to any or all of Selling Parties and/or the Company (whether or not accrued
      or
      otherwise disclosed) for any Federal, state or local taxes of the Purchaser
      with
      respect to any tax year or portion thereof ending subsequent to the Closing
      Date; and any monetary damages to any or all of the Selling Parties, and/or
      the
      Company for any actions by the Purchaser subsequent to the Closing
      Date.

    


    (ii) The
      Purchaser shall indemnify each and all of the Selling Parties from and against
      any claims, liabilities, actions or matters which result in monetary damages
      to
      any or all of them or to the Company for actions brought by the SEC against
      the
      Purchaser or the Company in violation of any laws, rules or regulation
      promulgated by the SEC that occur subsequent to the Closing Date or otherwise
      relating to Purchaser’s actions or inactions or failures of
      disclosure.

    


    (iii) If
      any
      third party shall commence an action relating to a Company matter that occurs
      subsequent to the Closing, the Purchaser shall notify the Seller Representative
      for and on behalf of the Selling Parties in writing, without delay, setting
      forth the details of such claim and furnishing the Seller Representative with
      a
      copy of any complaint or other moving papers relating thereto, to enable the
      Sellers Representative to defend and respond to such claim or action if
      necessary. The Purchaser shall indemnify and hold harmless each and all of
      the
      Selling Parties from and against any such claims, liabilities, actions or
      matters which result in monetary damages to any or all of them, provided that
      such action relates to matters that occur subsequent to the
      Closing.

     

    13.    Post-Closing
      Covenants.

    


    The
      Parties agree as follows with respect to the period following the
      Closing.

    


    (a) General.
      In case at any time after the Closing any further action is necessary or
      desirable to carry out the purposes of this Agreement, each of the Parties
      will
      take such further action (including the execution and delivery of such further
      instruments and documents) as any of the other Parties may reasonably request,
      all at the sole cost and expense of the requesting party. The Selling Parties
      acknowledge and agree that from and after the Closing the Purchaser will be
      entitled to possession of all reasonably available documents, books, records
      (including tax records), agreements, and financial data of any sort relating
      to
      the Company.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (b) Litigation
      Support. In the event and for so long as any Party actively is contesting or
      defending against any action, suit, proceeding, hearing, investigation, charge,
      complaint, claim, or demand in connection with (i) any transaction contemplated
      under this Agreement or (ii) any fact, situation, circumstance, status,
      condition, activity, practice, plan, occurrence, event, incident, action,
      failure to act, or transaction on or prior to the Closing Date involving the
      Company, the other Party will cooperate with him or it and his or its counsel
      in
      the contest or defense, make available their personnel, and provide such
      testimony and access to their books and records as shall be necessary in
      connection with the contest or defense, all at the sole cost and expense of
      the
      contesting or defending Party (unless the contesting or defending Party is
      entitled to indemnification therefore under Section 14 herein).

    


    (c) The
      Purchaser covenants and agrees that as reasonably practicable, but no later
      than
      sixty (60) days after the Closing Date, to cause the Company to change its
      name
      to another unrelated name in the States of Delaware and Florida and not to
      use
      the name SportsQuest, Inc. in any entity in any form nor at any time hereafter,
      hereby acknowledging that the name SportsQuest is owned by Domark. 

    


    (d)
      Operation of Business. Commencing on the date of this Agreement and up to and
      including the Closing Date, the Purchaser and the Selling Parties shall not
      cause or permit the Company to take any action, or enter into any transaction
      except for ministerial matters necessary to maintain the Company in good
      standing and to arrange for the filing of all necessary reports required under
      the Securities Act and the Securities Exchange Act. Without limiting the
      generality of the foregoing, the Purchaser and/or the Seller will not cause
      or
      permit the Company to (i) declare, set aside, or pay any dividend or make any
      distribution with respect to its capital stock or redeem, purchase, or otherwise
      acquire any of its capital stock, (ii) issue, sell, or otherwise dispose of
      any
      of its capital stock, or grant any options, warrants, preemptive or other rights
      to purchase or obtain (including upon conversion, exchange, or exercise) any
      of
      its capital stock, (iii) make any capital expenditures, loans, or incur any
      other obligations or liabilities, (iv) enter into any agreements involving
      expenditures individually, or in the aggregate, of more than $1,000 (v) enter
      into any agreement or incur any other commitment (vi) otherwise engage in any
      practice, take any action, or enter into any transaction that is inconsistent
      with the transactions contemplated hereby, or (vii) assist any person, or agree
      to assist any person, in taking the actions described in (i) through (vi) of
      this Provision. 

    


    14.    Termination.

    


    Termination
      of Agreement.
      The
      Parties may terminate this Agreement as provided below: 

    


    (a)
      The
      Purchaser, the Company and the Selling Parties may terminate this Agreement
      by
      mutual written agreement of all of the parties at any time prior to the Closing;
      

    


    (b) The
      Purchaser may terminate this Agreement by giving written notice to the Sellers
      Representative at any time prior to the Closing if (A) in the event the Selling
      Parties have breached any material representation, warranty, or covenant
      contained in this Agreement in any material respect and the Purchaser has
      notified the Sellers Representative of the breach, and the breach has continued
      without cure for a period of five (5) days after the notice of breach; (C)
      if
      the Closing shall not have occurred by reason of the failure of any condition
      precedent under Section 13 (a), hereof (unless the failure results primarily
      from the Purchaser themselves breaching any representation, warranty, or
      covenant contained in this Agreement).

    


    (c) The
      Company and/or the Selling Parties may terminate this Agreement by giving
      written notice to the Purchaser at any time prior to the Closing (A) in the
      event the Purchaser has breached any material representation, warranty, or
      covenant contained in this Agreement in any material respect, and the Company,
      the Selling Parties as the case may be, have notified the Purchaser of the
      breach, and the breach has continued without cure for a period of five (5)
      days
      after the notice of breach or (B) if the Closing shall not have occurred by
      reason of the failure of any condition precedent under Section 13 (b), hereof
      (unless the failure results primarily from the Company, the Selling Parties
      themselves breaching any representation, warranty, or covenant contained in
      this
      Agreement). 

    


    (d)
      Except as aforesaid and subject to the provisions of Section 13 above, if this
      Agreement terminates pursuant to this Section 16, all rights and obligations
      of
      the Parties hereunder shall terminate without any Liability of any Party to
      any
      other Party, except for any Liability of a Party that is then in
      breach.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    15.    Miscellaneous.

    


    (a)
       Facsimile
      Execution and Delivery. Facsimile execution and delivery of this Agreement
      is
      legal, valid and binding execution and delivery for all purposes.

    


    (b) Confidentiality;
      Press Releases and Public Announcements. Except as and to the extent required
      by
      law, no Party will disclose or use and will direct its representatives not
      to
      disclose or use any information with respect to the transaction that is the
      subject of this Agreement, without the consent of the other Parties. No Party
      shall issue any press release or make any public announcement relating to the
      subject matter of this Agreement without the prior written approval of the
      Purchaser and the Seller Representative; provided, however, that the Company
      may
      make any public disclosure it believes in good faith is required by applicable
      law or any listing or trading agreement concerning its publicly-traded
      securities (in which case the Seller Representative and the Company will use
      their best efforts to advise the other Parties prior to making the
      disclosure).

     

    (c) No
      Third-Party Beneficiaries. This Agreement shall not confer any rights or
      remedies upon any person other than the Parties hereto and their respective
      successors and permitted assigns.

    


    (d)
      Entire Agreement. This Agreement (including the documents referred to herein)
      constitutes the entire agreement among the Parties and supersedes any prior
      understandings, agreements, or representations by or among the Parties, written
      or oral, to the extent they related in any way to the subject matter
      hereof.

    


    (e)
      Succession and Assignment. This Agreement shall be binding upon and inure to
      the
      benefit of the Parties named herein and their respective successors and
      permitted assigns. No Party may sell, assign or otherwise transfer or have
      a
      third party secure a present or future interest in either this Agreement or
      any
      of his or its rights, interests, or obligations hereunder without the prior
      written approval of all of the Purchaser, the Company and the Selling
      Parties.

    


    (f)
      Counterparts. This Agreement may be executed in one or more counterparts, each
      of which shall be deemed an original but all of which together will constitute
      one and the same instrument effective as of the date first
      above-written.

    


    (g)
      Headings. The Section headings contained in this Agreement are inserted for
      convenience only and shall not affect in any way the meaning or interpretation
      of this Agreement.

    


    (h)
      Notices. All notices, requests, demands, claims, and other communications
      hereunder will be in writing. Any notice, request, demand, claim, or other
      communication hereunder shall be deemed duly given if (and then two business
      days after) it is sent by registered or certified mail, return receipt
      requested, postage prepaid, and addressed to the intended recipient as set
      forth
      below:

    


    
      	
              If
                to the Selling Parties

            	
              R.
                Thomas Kidd

            
	 	
              1809
                East Broadway #125

            
	
              If
                to the Company

            	
              Oviedo,
                Florida 32765

            
	 	 
	 	 
	
              If
                to the Purchaser:

            	
              Mecanismo
                Corp (Nevada)

            
	 	
              1050
                Bristol Court 

            
	 	
              Walnut
                Creek CA 94598

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    Any
      Party
      may send any notice, request, demand, claim, or other communication hereunder
      to
      the intended recipient at the address set forth above using any other means
      (including personal delivery, expedited courier, messenger service, telecopy,
      telex, ordinary mail, or electronic mail), but no such notice, request, demand,
      claim, or other communication shall be deemed to have been duly given unless
      and
      until it actually is received by the intended recipient. Any Party may change
      the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Parties written
      or electronic notice in the manner herein above set forth.

     

    (i) Governing
      Law. This Agreement shall be governed by and construed in accordance with the
      domestic laws of the State of Florida without giving effect to any choice or
      conflict of law provision or rule (whether of the State of Florida or any other
      jurisdiction) that would cause the application of the laws of any jurisdiction
      other than the State of Florida.

    


    (j) Amendments
      and Waivers. No amendment of any provision of this Agreement shall be valid
      unless the same shall be in writing and signed by the Purchaser, the Company,
      the Selling Parties or the Seller Representative, acting on their behalf. No
      waiver by any Party of any default, misrepresentation, or breach of warranty
      or
      covenant hereunder, whether intentional or not, shall be valid unless written,
      and shall not constitute a waiver of any prior or subsequent default,
      misrepresentation, or breach of the same or any other warranty or covenant
      hereunder, or affect in any way any rights arising by virtue of any prior or
      subsequent such occurrence. 

    


    (k)
      Severability. Any term or provision of this Agreement that is invalid or
      unenforceable in any situation in any jurisdiction shall not affect the validity
      or enforceability of the remaining terms and provisions hereof or the validity
      or enforceability of the offending term or provision in any other situation
      or
      in any other jurisdiction.

    


    (l)
      Expenses. Each of the Parties and the Company will bear his or its own costs
      and
      expenses (including legal fees and expenses) incurred in connection with this
      Agreement and the transactions contemplated hereby. 

    


    (m)
      Construction. The Parties have participated jointly in the negotiation and
      drafting of this Agreement. In the event an ambiguity or question of intent
      or
      interpretation arises, this Agreement shall be construed as if drafted jointly
      by the Parties and no presumption or burden of proof shall arise favoring or
      disfavoring any Party by virtue of the authorship of any of the provisions
      of
      this Agreement. Any reference to any Federal, state or local statute or law
      shall be deemed also to refer to all rules and regulations promulgated
      thereunder, unless the context requires otherwise. The word “including” shall
      mean including without limitation. The Parties intend that each representation,
      warranty, and covenant contained herein shall have independent significance.
      If
      any Party has breached any representation, warranty, or covenant contained
      herein in any respect, the fact that there exists another representation,
      warranty, or covenant relating to the same subject matter (regardless of the
      relative levels of specificity) which the Party has not breached shall not
      detract from or mitigate the fact that the Party is in breach of the first
      representation, warranty, or covenant.

    


    (n)
      Incorporation of Exhibits and Schedules. The Exhibits and Schedules identified
      in this Agreement are incorporated herein by reference and made a part
      hereof.

     

    (o) Submission
      to Jurisdiction. Each of the Parties submits to the jurisdiction of
      any

    state
      court sitting in Orange County, Florida or Federal court sitting in Orlando,
      Florida in any action or proceeding arising out of or relating to this Agreement
      and agrees that all claims in respect of the action or proceeding may be heard
      and determined in any such court. Each of the Parties waives any defense of
      inconvenient forum to the maintenance of any action or proceeding so brought
      and
      waives any bond, surety, or other security that might be required of any other
      Party with respect thereto. Any Party may make service on any other Party by
      sending or delivering a copy of the process to the Party to be served at the
      address and in the manner provided for the giving of notices in Section 17
      (h)
      above. 

     

    (This
      is
      the end of the Page)

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, each of the undersigned have duly executed this Agreement
      the
      date first above written. 

     

    
      
        	Purchaser	 	Selling Parties:
	Mecanismo Corp	 	 	 
	 	 	 	Domark International,
                Inc.
	 	 	 	 	 
	By:	  	 	By:	  
	Name:	 	Name: R. Thomas Kidd
	Title:	 	Title: Chief Executive
                Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
                
	 	 	 	R. Thomas
                Kidd


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      A

    

      
        	 	 	
                 

              	 	
                Number
                  of Company

              
	
                Selling
                  Parties

              	 	
                Address

              	 	
                Shares
                  Owned

              
	 	 	 	 	 
	
                Domark
                  International, Inc.

              	 	
                1809
                  East Broadway #125

              	 	
                100,000
                  Preferred Series A

              
	 	 	
                Oviedo,
                  Florida 32765

              	 	 
	 	 	 	 	 
	
                R.
                  Thomas Kidd,

              	 	
                1809
                  East Broadway #125

              	 	
                9,973,397
                  common shares

              
	
                as
                  representative

              	 	
                Oviedo,
                  Florida 32765 

              	 	 
	
                Of
                  selling parties common

              	 	 	 	 


      

    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1(b) Promissory Note

    


    FOR
      VALUE
      RECEIVED, $100,000.00 (ONE HUNDRED THOUSAND US DOLLARS) the undersigned,
      Mecanismo Corp (“PAYEE”) Hereby promises to pay to the order of Domark
      International, Inc (‘DOMK”) (“MAKER”), at Makers venue or at such other place or
      places as Maker may from time to time designate in writing, the principal sum
      of
      $100,000 . Together with interest on the principal balance upon maturity
      outstanding as hereinafter set forth.

     

    
      	
              A. Interest
                Rate.
                From the date of this Promissory Note (the “Note”)
                until the occurrence of an event set forth in Section C below, the
                principal balance from time to time unpaid shall bear interest, and
                Maker
                promises to pay such interest, at a rate of 1% percent per annum
                upon
                maturity. 

              After
                the earliest of (i) the Maturity Date (as hereafter defined), whether
                by
                acceleration or otherwise, (ii) the occurrence of any default in
                the
                payment of any installment of interest on the date due and payable,
                or
                (iii) the occurrence of any other Event of Default (as hereafter
                defined),
                hereunder, the total unpaid indebtedness hereunder shall bear interest
                at
                a rate of one percent (1%) plus the rate of interest otherwise chargeable
                hereunder (the “Default
                Rate”).
                

              Interest
                shall be computed on the basis of a 360 day year and charged for
                the
                actual number of days elapsed. Interest accrued from the date of
                this Note
                shall be due and payable on the Maturity Date (as hereafter
                defined).

               

              B. Maturity
                Date; Payment.
                Unless the Principle and outstanding interest is previously forgiven
                by
                vote of the Board of Directors of the Payee in the course of the
                Payee’s
                business, the Maker shall repay the principal amount of this Note,
                and any
                interest accrued thereon then remaining unpaid, on the Maturity Date
                (as
                hereafter defined). Notwithstanding the foregoing, the entire principal
                balance of this Note then outstanding, plus any accrued and unpaid
                interest thereon shall be due and payable on the earliest of (a)
                October
                20th
                2009 (365 days hence) or (b) such earlier date on which said amount
                shall
                become due and payable on account of acceleration by Payee (the
                “Maturity
                Date”).
                Maker agrees that, on the Maturity Date, Maker will pay to Payee
                the
                entire principal balance of this Note then outstanding, together
                with all
                accrued and unpaid interest hereunder. 

               

              C. Default;
                Remedies.
                Any one of the following occurrences shall constitute an “Event
                of Default”
                under this Note: (i) failure by the Maker to make any payment of
                principal
                or interest when the same becomes due and payable, said failure continuing
                for thirty (30) days or more; or (ii) if Maker shall fail to pay
                its
                debts, make an assignment for the benefit of its creditors, or shall
                commit an act of bankruptcy, or shall admit in writing its inability
                to
                pay its debts as they become due, or shall seek a composition,
                readjustment, arrangement, liquidation, dissolution or insolvency
                proceeding under any present or future statute or law, or shall file
                a
                petition under any chapter of federal Bankruptcy Code or any similar
                law,
                state or federal, now or hereafter existing, or shall become “insolvent”
                as that term is generally defined under the Federal Bankruptcy Code,
                or
                shall in any involuntary bankruptcy case commenced against it file
                an
                answer admitting insolvency or inability to pay its debts as they
                become
                due, or shall fail to obtain a dismissal of such case within sixty
                (60)
                days after its commencement or convert the case from one chapter
                of the
                Federal Bankruptcy Code to another chapter, or be the subject of
                an order
                for relief in such bankruptcy case, or to be adjudged a bankruptcy
                or
                insolvent, or shall have a custodian, trustee or receiver appointed
                for,
                or have any court take jurisdiction of its property, or any part
                thereof,
                in any proceeding for the purpose of reorganization, arrangement,
                dissolution or liquidation, and such custodian, trustee, liquidator
                or
                receiver shall not be discharged, or such jurisdiction shall not
                be
                relinquished, vacated or stayed within sixty (60) days of the
                appointment.

               

              Upon
                occurrence of an Event of Default hereunder, the entire outstanding
                principal balance and any unpaid interest then accrued under this
                Note,
                shall at the option of the Payee hereof and without demand or notice
                of
                any kind to the undersigned or any other person (including, but not
                limited to, any guarantor now or hereafter existing), immediately
                become
                and be due and payable in full. In such event, Payee shall have and
                may
                exercise any and all rights and remedies available at law or in
                equity.

            	 	
              D. Assignment.
                No
                assignment of this Note in whole or in part, or of any interest hereunder,
                shall be effective or binding upon the Maker until such transfer
                or
                assignment shall have been duly recorded on the books of the Maker
                to be
                maintained for such purpose, and any transfer or assignment hereof
                shall
                require surrender hereof to the Maker at its principal office accompanied
                by an appropriate instrument of transfer or assignment in form
                satisfactory to the Maker, provided that the Maker may not and cannot
                be
                compelled or required to act or effectuate any such assignment or
                transfer
                except after compliance by the Payee or holder hereof with securities
                laws
                or regulations deemed applicable by the Maker. Neither may this Note
                or
                any interest hereunder be pledged or hypothecated except upon compliance
                  with the foregoing.

               

              E. Waiver
                Amendment.
                Maker, for itself and for its successors, transferees and assigns
                hereby
                irrevocably (i) waives diligence, presentment and demand for payment,
                protest, notice, notice of protest and nonpayment, dishonor and notice
                of
                dishonor and all other demands or notices of any and every kind
                whatsoever, and (ii) agrees that this Note and any or all payments
                coming
                due hereunder may be extended from time to time in the sole discretion
                of
                Payee hereof without in any way affecting or diminishing Maker’s liability
                hereunder.

               

              No
                extension of the time for any payment due hereunder made by agreement
                with
                any person now or hereafter liable for payment of this Note shall
                operate
                to release, discharge, modify, change or affect the original liability
                under this Note, either in whole or in part. No delay in the exercise
                of
                any right or remedy hereunder by Payee shall be deemed to be a waiver
                of
                such right or remedy, nor shall the exercise of any right or remedy
                hereunder by Payee be deemed an election of remedies or a waiver
                of any
                other right or remedy. Without limiting the generality of the foregoing,
                the failure of the Payee promptly after the occurrence of any default
                hereunder to exercise its right to declare the indebtedness remaining
                unmatured hereunder to be immediately due and payable shall not constitute
                a waiver of such right while such default continues nor a waiver
                of such
                right in connection with any future default.

               

              G. Governing
                Law and Jurisdiction.
                This Note has been executed and shall be governed by and construed
                in
                accordance with the internal laws of the State of Florida.

               

              IN
                WITNESS WHEREOF, Maker & Payee have caused this Note to be executed
                and delivered as of the date and year first above written.

               

              ______________________

              PAYEE

              Mecanismo
                Corp

               

               

              By:
                ___________________________

              MAKER
                

            


    

     

    
      
        
        

      

      
        15