2400
      North Commerce Pkwy Ste 105

    Weston,
      FL 33326

    TEL:
      (954) 888-9779

    FAX:
      (888) 693-0961

    


    July
      15,
      2008

     

    STRICTLY
      PRIVATE & CONFIDENTIAL

     

    Home
      Preview Channel

    Trademark
      of Data TV Networks

    505
      N.
      LaSalle Street

    Suite
      500

    Chicago,
      IL 60610

    VIA
      EMAIL

    


    RE:
      Purchase
      of all Shares of Home Preview Channel

     

    Dear
      Sir:

     

    This
      agreement (the “Agreement”)
      outlines the terms and conditions for the purchase by Nexttrip.com, Inc.
      (“Nexttrip”)
      of all
      of the issued and outstanding shares (the “Purchased
      Shares”)
      of The
      Home Preview Channel (“Home
      Preview”)
      from
      the shareholders of Home
      Preview.
      All
      shares purchased will be free and clear of any and all liens, encumbrances,
      charges, security interests and claims of others. 

     

    If
      this
      Agreement is not executed and delivered by each of Nexttrip
      and the
      shareholders of Home
      Preview
      (the
“Parties”)
      by no
      later than 6:00 p.m., Eastern Standard time, on July 18th, 2008, or such later
      date as the parties may mutually agree to then this Agreement
      will
      be
      null and void and of no further force and effect and each of Nexttrip
      and
Home
      Preview
      will be
      released from all obligations hereunder except for those obligations set forth
      in Section 11 hereof. 

     

    The
      Parties
      intend
      that the execution and delivery of the Agreement
      will
      bind the parties to carry out their obligations and complete the closing (the
      “Closing”)
      of the
      transactions contemplated therein (the “Transaction”)
      save
      and except for the parties failing to meet conditions of the agreement under
      Section 6. The Closing
      date
      will be set within 5 business days of Nexttrip
      receiving regulatory approvals for completion of its merger into its OTC BB
      Company. Such approvals are anticipated on or before September 15,
      2008.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Agreement

     

    
      	 	
              1.

            	
              Payment. Nexttrip
                will
                issue on the Closing
                Date
                One Million (1,000,000) shares of its common stock to the Home
                Preview’s shareholders
                in denominations as defined in Schedule “A” in exchange for all the issued
                and outstanding shares of Home
                Preview’s stock.
                The Nexttrip
                common shares will be deemed to have a value of $3 million.
                

            


    

     

    
      	 	
              2.

            	
              Employment
                Agreements. Home
                Preview warrants
                there are no unfunded payroll or payroll taxes with any employees
                that
                have to be assumed by Nexttrip.
                One employment agreement, with Andrew Oleszczuk, will be terminated
                at
                closing.

            


    

     

    
      	 	
              3.

            	
              Advances.
                Upon signing of this agreement by both Parties,
                 Nexttrip
                will immediately advance fifty thousand dollars (US$50,000) to
                Home
                Preview
                and will advance an additional fifty thousand dollars (US$50,000),
                by July
                31, 2008. These funds will be used to cover critical expenses, as
                outlined
                in Schedule
                “B”, in
                order to keep the operations running prior to the Closing.
                

            


    

     

    
      	 	
              4.

            	
              Provisions
                of the Agreement.
                The
                Agreement
                will contain the following covenants, representations and warranties
                to be
                made by Home
                Preview
                shareholders with respect to the
                Transaction,
                Home Preview,
                and its business, property and assets (the “Business”).
                

            


    

     

    i) The
      major
Home
      Preview shareholders
      (Megunticook, KB Partners and OCA Ventures) agree to a non-solicitation of
      Home
      Preview
      employees, for any business venture similar to Home Preview. For greater
      certainty and without limitation, the Agreement will provide that the survival
      period of the non-solicitation will be for a one year term following
      the
      Closing;
      

     

    (ii)
      The
      Parties acknowledge that Nexttrip has had limited time to complete due diligence
      on Home Preview and is relying on the documentation, covenants and
      representations supplied by Home
      Preview.
      As such
      the shareholders, to the best of their knowledge, represent that the
      documentation provided to Nexttrip does not knowingly contain any untrue
      statement of a material fact. 

     

    (iii)
      The
Home
      Preview shareholders,
      to the best of their knowledge, have not withheld any material facts that should
      reasonably be disclosed to
      Nexttrip
      relating
      to the purchase of
      Home Preview’s shares
      of
      common stock, and/or
      the
      Home Preview Business.
      

     

    
      	 	
              5.

            	
              Indemnification.
                The Agreement
                will also provide that each of the Companies
                covenants and agrees to indemnify the other from and against any
                and all
                damages, losses, costs, and expenses the other may suffer or incur
                as a
                result of, in respect of, or arising out of; (a) any breach of any
                representation or warranty made by either of the Companies
                in
                the Agreement
                (i) any incorrectness or breach of any covenant, representation or
                warranty of Home
                Preview
                contained in the Agreement; and (ii) any obligations by Home
                Preview
                to
                make severance payments.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.

            	
              Conditions
                to the Agreement and Completion of the
                Transaction

            


    

     

    The
      Agreement
      and the
      execution, delivery and completion thereof as well as the completion of the
      Transaction
      will be
      conditional upon the following, for the sole and exclusive benefit of
Nexttrip:

     

    (a) Approvals.
      Nexttrip
      will
      have received all approvals from all required regulatory bodies to allow for
      the
      issuance of the 1,000,000 common shares to the Home
      Preview
      shareholders,
      including without limitation, the approval of the SEC, if required.

     

    (b) Legal
      Opinion.
      On
      Closing, Nexttrip
      will
      receive a legal opinion from Home
      Preview’s counsel
      containing opinions and provisions customary in transactions of this
      nature.

     

    (c) Charter
      Agreement:
      The
      Closing is further conditional upon Nexttrip
      evidencing that Home
      Preview
      has
      maintained its Program Distribution agreements for the Comcast systems in
      Baltimore/Washington; Houston and Pittsburgh. 

     

    
      	 	
              7.

            	
              The
                Agreement
                and the execution, delivery and completion thereof as well as the
                completion of the Transaction
                will be conditional upon the following, for the sole and exclusive
                benefit
                of Home
                Preview:

            


    

     

    (a)
      Legal Opinion.
      On
      Closing, Home
      Preview
      will
      receive a legal opinion from Nexttrip’
      counsel,
      containing opinions and provisions customary in transactions of this
      nature.

     

    (b) No
      Material Change, etc.
      There
      will be no material adverse financial change in the condition of Nexttrip and
      its subsidiaries from the information provided.

     

    If
      any of
      the foregoing conditions are not fulfilled or extended by mutual consent before
      the Closing
      Date,
      this
Agreement
      will be
      null and void and of no further force or effect and each of the Companies
      will be
      released from all obligations hereunder except for those obligations set forth
      in Section 11 hereof.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Miscellaneous

     

    
      	 	
              8.

            	
              Fees. 

            


    

     

    (a) Each
      of
Nexttrip
      and
Home
      Preview
      is
      responsible for its own respective legal expenses in connection with this
Agreement,
      except
      Nexttrip
      will
      advance Home
      Preview up
      to
      $20,000 for Home
      Preview’s
      legal
      fees for this transaction. 

     

    (b) Home
      Preview
      will
      order an audit of its books and records consistent with General Accepted
      Accounting Principles for year end 2007 and year to date 2008. Home
      Preview
      will
      utilize its current auditor, Bansley & Keiner, to complete this audit.
Nexttrip
      will pay
      the professional fees associated with this audit.

     

    
      	 	
              9.

            	
              Exclusivity.
                Until the completion of the Transaction
                none
                of the Parties,
                will directly or indirectly, encourage, solicit, initiate or engage
                in
                discussions or negotiations with any person or entity concerning
                or
                entertain any offers with respect to any merger, tender offer, sale
                of any
                material assets, sale of shares of capital stock or similar transaction
                involving Home
                Preview
                or
                for the amalgamation or combination of the business of Home
                Preview
                and Home
                Preview
                will immediately notify Nexttrip
                of
                any solicitations, offers or other communications written or oral
                or
                otherwise, received from any third party within the context of this
                Section 9. 

            


    

     

    
      	 	
              10.

            	
              Hindrance
                of the Transaction.
                If any person seeks to prevent, delay, or hinder implementation of
                the
                Transaction
                or
                seeks to invalidate all or any portion of this Agreement
                ,
                each of the Companies
                will vigorously and diligently resist such proceedings and not consent
                to
                any order that would have such
                effect.

            


    

     

    
      	 	
              11.

            	
              Confidentiality.
                

            


    

     

    (a) Except
      as
      and to the extent required by law, Nexttrip
      may not
      disclose or use, and will direct its representatives not to disclose or use
      to
      the detriment of the Home
      Preview
      any
      Confidential Information (as defined below) with respect to Home
      Preview,
      or
      their respective representatives at any time or in any manner other than in
      connection with its evaluation of the Transaction.
      

     

    (b) For
      purposes of this Section, Confidential
      Information
      means
      any information about Home
      Preview
      stamped
“confidential” or identified in writing as such to Nexttrip
      by
Home
      Preview
      promptly
      following its disclosure, unless (i) the information is already known to
Nexttrip
      or its
      representatives or to others not bound by a duty of confidentiality or such
      information becomes publicly available through no fault of Nexttrip
      or its
      representatives, (b) the use of such information is necessary or appropriate
      in
      making any filing or obtaining any consent or approval required to finalize
      the
Agreement,
      or (c)
      the furnishing or use of the information is required by or necessary or
      appropriate in connection with legal proceedings. Upon the written request
      of
      the Home
      Preview,
      Nexttrip
      will
      promptly return to Home
      Preview
      or
      destroy any Confidential
      Information
      in its
      possession and certify in writing to Home
      Preview
      that it
      has done so.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 	
              12.

            	
              Time.
                Time is of the essence.

            


    

     

    
      	 	
              13.

            	
              Laws.
                The provisions of this Agreement
                will
                be governed by the laws of the State of Florida without regard to
                its
                conflicts of law provisions.

            


    

     

    
      	 	
              14.

            	
              Enurement.
                The provisions of this Agreement
                will
                enure to the benefit and be binding upon each of the undersigned
                and their
                respective heirs, executors, administrators, legal representatives,
                successors and assigns, provided that no party hereto will have the
                right
                to assign this Agreement
                to
                any third party except that Nexttrip
                will have the right to direct that the Advances be made by a wholly-owned
                subsidiary.

            


    

     

    
      	 	
              15.

            	
              Amendment.
                This Agreement
                may
                only be amended or modified by written instrument executed by each
                of the
                Parties. 

            


    

     

    
      	 	
              16.

            	
              Counterparts.
                This Agreement
                may be executed in two or more counterparts, by original or telefacsimile
                signature and each such counterpart when taken together will constitute
                one and the same Agreement.

            


    

     

    This
      Agreement
      will
      be
      open for acceptance by you until 6:00 p.m. (Eastern Standard Time) on July
      18,
      2008, failing which this Agreement
      will
      be
      null and void and of no force or effect. 

     

    Please
      sign and return one copy to us within the time set forth above, to serve as
      confirmation of your acceptance of the agreement hereto.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Yours
                truly,

            
	 	 
	 	
              NEXTTRIP
                INC.

            
	 	 
	 	
              PER: /s/
                Bill
                Kerby                                 
                

            
	 	
              Bill
                Kerby, Chief Executive
                Officer

            


    

    


    AGREED
      TO AND ACCEPTED THIS 17th
      DAY OF July 2008.

    


    On
      behalf of Home Preview Channel I
      have the authority to bind the Organization 

     

    PER: /s/
      Andrew J. Oleszczuk  WITNESS:
      /s/ Marcus Miller

    Title:
      Chief Executive Officer and Chairman

     

    
      
        
        

      

      
        6