400
      North
      Commerce Pkwy Ste 105

    Weston,
      FL 33326

    TEL:
      (954) 888-9779

    FAX:
      (888) 693-0961

    


    Sept
      11,
      2008

     

    STRICTLY
      PRIVATE & CONFIDENTIAL

     

    Loop
      Networks, LLC

    VIA
      EMAIL

    


    RE:
      Purchase
      of 100% of the issued and outstanding shares of Loop
      Networks

     

    Dear
      Sir:

     

    This
      agreement (the “Agreement”)
      outlines the terms and conditions for the purchase by Next Trip, Inc.
      (“Nexttrip”)
      of
      100% of the issued and outstanding shares of Loop Networks (“Loop
      Networks”)
      from
      the shareholders of Loop
      Networks.
      All
      Assets as Defined in Schedule “A” will be included free and clear of any and all
      liens, encumbrances, charges, security interests and claims of
      others.

     

    This
      Agreement
      is
      intended to replace the May 8th
      Letter
      of Intent and serve as the definitive Agreement
      to be
      used to complete the purchase of the Loop stock . The Agreement
      will be
      delivered by each of Nexttrip
      and the
      shareholders of Loop
      Networks
      (the
“Parties”)
      by no
      later than 6:00 p.m., Eastern Standard Time, on September 12, 2008, or such
      later date as the parties may mutually agree. 

     

    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 30,
      2008.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
      Agreement

     

    
      	 	
              1.

            	
              Payment. Nexttrip
                will
                agree to issue on the Closing
                date,
                Five Million (5,000,000) shares of its common stock (from its anticipated
                public entity) to the Loop
                Network’s LLC members
                (hereafter
                referred to as Loop
                Networks
                shareholders). Nexttrip
                shares will be issued to Loop
                Networks
                shareholders in denominations as defined in Schedule “C” in exchange for
                100% of the issued and outstanding shares. It is understood and agreed
                by
                both the parties that in order to consummate the transaction the
                Nexttrip
                common shares will have to be issued to Loop
                Networks
                shareholders from a yet to be created public entity. It is further
                acknowledged that these Nexttrip
                shares will be restricted from any resale for at least the next 12
                months
                and there can be no assurances by Nexttrip
                that
                these shares will ever be eligible for trading. As such, for purposes
                of
                the transaction these Nexttrip
                shares will be deemed to have been issued at a nominal consideration
                to
                the Loop
                Networks shareholders
                and Nexttrip
                will further undertake to have its accountants provide Loop
                Network
                members such and opinion if requested for tax purposes.
                

            


    

     

    
      	 	
              2.

            	
              Other
                Consideration. Loop
                Networks warrants
                there are no employment agreements with its employees and that no
                employments agreements are to be assumed by Nexttrip. Nexttrip
                will
                issue One Hundred Thousand (100,000) common shares to certain employees
                of
                Loop
                Networks.
                These shares will be directed by Loop
                Networks
                to
                designated employees of Loop
                Networks, subject
                to review and approval by Nexttrip,
                which
                will not be unreasonably withheld. These shares will offset all
                obligations by Nexttrip
                for
                the liabilities to all related parties, employees and consultants
                recorded
                on the July 29, 2008 Unpaid Bills Detail report and any or all unrecorded
                liabilities which may have been incurred through the Closing
                Date. Furthermore, Nexttrip
                will
                assume up to Thirty Five Thousand ($35,000) of liabilities of which
                these
                liabilities are deemed to be necessary and ordinary to conduct the
                business of Loop
                Networks. 

            


    

     

    
      	 	
              3.

            	
              Advances. Nexttrip
                has advanced One Hundred Thousand dollars (US$100,000) to Loop
                Networks
                and an additional One Hundred Thousand dollars (US$100,000) to Home
                Preview Channel as outlined in the LOI dated May 8th
                in
                order to keep the operations of both Loop
                Networks
                and Home Preview Channel running prior to the Closing.
                Nexttrip
                will agree to forgive these advances and forfeit its right to its
                proportionate share ownership at time of closing to thereby allow
                for
                addition contribution of the Nexttrip
                common shares to be distributed among the remaining
                Loop Networks
                Shareholder. 

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              4.

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

            


    

     

    (i)
      The
      Parties acknowledge that Nexttrip
      has had
      limited time to complete due diligence on Loop
      Networks
      and is
      relying on the documentation, covenants and representations supplied by
Loop
      Networks.
      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. 

     

    (ii)
      The
Loop
      Networks 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
      Loop Network’s shares, and/or
      the
      Loop Networks 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 Loop
                Networks
                contained in the Agreement; and (ii) any obligations by Loop
                Networks
                to
                make severance payments.

            


    

     

    
      	 	
              6.

            	
              Conditions
                to the Agreement and Completion of the
                Transaction

            


    

     

    This
      Agreement
      and the
      execution, delivery and completion thereof as well as the completion of the
      Closing Transaction
      is
      intended to be binding on both parties, however the completion of the
Closing Transaction
      will be
      further conditional upon the following, for the sole and exclusive benefit
      of
Nexttrip:

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    (a) Approvals.
      Nexttrip
      will
      have received all approvals from all required regulatory bodies to allow for
      the
      issuance of the 5,100,000 common shares to the Loop
      Networks
      shareholders and employees, including without limitation, the approval of the
      SEC, if required.

     

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

     

    
      	 	
              7.

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

            


    

     

    (a)
      Legal Opinion.
      On
Closing,
      Loop
      Networks
      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.

     

    Miscellaneous

     

    
      	 	
              8.

            	
              Fees.
                Each of Nexttrip
                and Loop
                Networks
                is
                responsible for its own respective legal expenses in connection with
                this
                Agreement,
                except
                Nexttrip
                will advance Loop
                Networks
                funds necessary to complete an audit of its books and records consistent
                with General Accepted Accounting Principles for year end 2007 and
                year to
                date 2008 and any other professional fees associated with work required
                to
                complete an audit if work commences prior to the
                closing.

            


    

     

    
      	 	
              9.

            	
              Exclusivity.
                Until the completion of this
                Agreement
                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 Loop
                Networks
                or
                for the amalgamation or combination of the business of Loop
                Networks
                and Home Preview Channel
                and Loop Networks
                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. 

            


    

    
       

      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              10.

            	
              Hindrance
                of the Transaction.
                If any person seeks to prevent, delay, or hinder implementation of
                the
                Closing 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, neither Nexttrip
      nor
Loop
      Networks
      may not
      disclose or use, and will direct its representatives not to disclose or use
      to
      the detriment of either party any Confidential Information (as defined below)
      with respect to this Transaction.
      

     

    (b) For
      purposes of this Section, Confidential
      Information
      means
      any information stamped “confidential” or identified in writing by either party
      following its disclosure, unless (i) the information is already known to
the
      companies
      or their
      representatives or to others not bound by a duty of confidentiality or such
      information becomes publicly available through no fault either company 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
Closing
      Transaction,
      or (c)
      the furnishing or use of the information is required by or necessary or
      appropriate in connection with legal proceedings. 

     

    
      	 	
              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 any required Advances can be made
                by a
                wholly-owned subsidiary.

            


    

    
       

      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              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 facsimile
                signature and each such counterpart when taken together will constitute
                one and the same Agreement.

            


    

     

    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.

     

    
      	
              Yours
                truly,

            
	 
	
              NEXT
                TRIP, INC.

            
	 
	 
	
              PER:
                /s/
                Bill
                Kerby                         
                

            
	
              Bill
                Kerby, Chief Executive Officer

            
	 


    

    


    AGREED
      TO AND ACCEPTED THIS 18th
      DAY OF September 2008.

    


    On
      behalf of Loop Networks by Lorne Darnell

    


    I
      have the authority to bind the Organization 

    


    PER: /s
      Lorne J. Darness 

    Title:
      Chief Executive Officer and Founder

     

    
      
         

      

      
        6