EXHIBIT
10.1

    


    AGREEMENT AND PLAN OF
MERGER

     

    THIS AGREEMENT AND PLAN OF
MERGER (the "Agreement") is made and
entered into as of the 21st day
of May 2010 (the “Agreement
Date”), by and among FLORHAM CONSULTING CORP., a
Delaware corporation, to be renamed OAK TREE EDUCATIONAL GROUP,
INC. ("Oaktree");
ETI ACQUISITION CORP., a
New York corporation (“Mergerco”); EDUCATIONAL TRAINING INSTITUTE,
INC., a New York corporation ("ETI"); JOSEPH MONACO, Jr., an
individual (“J.
Monaco”); HAROLD
KAPLAN, an individual (“H. Kaplan”); DENISE MONACO, an
individual  (“D.
Monaco”), ALEXANDRA MONACO, an
individual (“A.
Monaco”), CHERI
KAPLAN, an individual (“C. Kaplan”), and BRITTANY KAPLAN, an individual
(“B.
Kaplan”).

     

    Recitals

     

    A.           As
used in this Agreement: (a) J. Monaco, H. Kaplan, D. Monaco, A. Monaco, C.
Kaplan and B. Kaplan are hereinafter sometimes collectively referred to as the
“ETI Stockholders;”and
(b) J. Monaco and H. Kaplan are hereinafter sometimes collectively referred to
as the “ETI Management
Stockholders; and (c) Oaktree, Mergerco, ETI and the ETI Stockholders are
hereinafter sometimes individually referred to as a “Party” and collectively
referred to as the “Parties.”

     

    B.           The
Board of Directors of (i) Oaktree and Mergerco, and (ii) the Board of Directors
of ETI; and each of the other Parties hereto all deem it necessary and advisable
to enter into this Agreement, pursuant to which, inter
alia, Mergerco will be merged with and into ETI with ETI as the surviving
corporation of such merger (the “Merger”).

     

    C.           The
Board of Directors of each of Oaktree, Mergerco and ETI (each, a “Board of Directors” and
collectively, the “Boards of
Directors”) each deems the Merger advisable and in the best interest
of said Persons and their respective shareholders, and such Boards of Directors
and each of ETI, Mergerco and Oaktree have approved and adopted the form,
terms and provisions of this Agreement and the Merger.

     

    D.           By
their execution and delivery of this Agreement, each of the ETI Stockholders
deems the Merger advisable and in their best interests and the ETI Stockholders
have each approved and adopted the form, terms and provisions of this Agreement
and the Merger.

     

    Agreement

     

     NOW,
THEREFORE, in consideration of the premises and of the mutual covenants
contained herein, the Parties agree as follows:

     

    ARTICLE
I. - THE MERGER AND MERGER CONSIDERATION

     

    1.1                 The
Merger.  Upon the terms and subject to the conditions set forth
in this Agreement, and in accordance with the Business Corporation Law of the
State of New York (the “New
York Corporation Law”), Mergerco shall be merged with and into ETI
at  the Effective Time.  Mergerco and ETI are hereinafter
sometimes collectively referred to as the “Constituent Corporations” of
the Merger.  Following the Effective Time, the separate corporate
existence of Mergerco shall cease and ETI shall continue as the surviving
corporation of the Merger (the "Surviving Corporation") and
shall succeed to and assume all the rights and obligations of Mergerco in
accordance with the New York Corporation Law.


    
      
         


      

      
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    1.2                 Effective
Time.  Subject to the provisions of this Agreement, as soon as
practicable on or after the Closing Date, the Parties shall file a certificate
of merger or other appropriate documents (in any such case, the "Certificate of Merger")
executed in accordance with the relevant provisions of the New York Corporation
Law and shall make all other filings or recordings required under the New York
Corporation Law.  The Merger shall become effective at such time as
the Certificate of Merger is duly filed with the New York Secretary of State, or
at such other time as Oaktree and ETI shall agree should be specified in the
Certificate of Merger (the time the Merger becomes effective being referred to
herein as the "Effective
Time").

     

    1.3                 Effects of the
Merger.  The Merger shall have the effects set forth in the
applicable provisions of the New York Corporation Law.

     

    1.4                 Certificate of Incorporation
and Bylaws.

     

    (a)           The
Certificate of Incorporation of ETI as in effect immediately following the
Effective Time shall be the certificate of incorporation of the Surviving
Corporation until thereafter changed or amended as provided therein or by
applicable law.

     

    (b)           The
bylaws of ETI as in effect immediately following the Effective Time shall be the
bylaws of the Surviving Corporation until thereafter changed or amended as
provided therein or by applicable law.

     

    1.5                 Directors.  The
entire members of the Boards of Directors of ETI and Mergerco immediately
prior to the Effective Time shall resign as the Effective Time of the Merger and
the entire members of the board of directors of the Surviving Corporation (the
“Surviving Corporation Board of
Directors”) shall consist of J. Monaco, H. Kaplan, Joseph J. Bianco, Anil
Narang and Dov Perlysky.  Such Persons shall hold office as the
members of the Surviving Corporation Board of Directors until the earlier of
their resignation or removal or until their respective successors are duly
elected and qualified, as the case may be.

     

    1.6                 Officers.  The
officers of ETI immediately prior to the Effective Time shall constitute all of
the officers of the Surviving Corporation until the earlier of their resignation
or removal or until their respective successors are duly elected and qualified,
as the case may be.

     

    1.7                 Effect on Capital
Stock.  As of the Effective Time, by virtue of the Merger and
without any action on the part of the holder of any outstanding securities of
ETI, Mergerco or Oaktree, the holders of all of the issued and outstanding
shares of ETI Common Stock (as hereinafter defined) shall receive, as sole
consideration for the Merger (the “Merger Consideration”), the
shares of “Oaktree Common Stock”(as hereinafter defined) set forth
herein.  Such Merger Consideration and the effect of the Merger on the
capital stock of each of the Constituent Corporations and Oaktree shall be as
follows:

     

    (a)           Oaktree Common
Stock.             Each
issued and outstanding share of common stock of Oaktree, $0.0001 par value per
share (the “Oaktree Common Stock”) as at the
Effective Time of the Merger shall remain issued and outstanding following the
Effective Time of the Merger, except as otherwise provided in Section 1.7(e)
below.


    
      
         


      

      
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    (b)           ETI Treasury
Stock.            
Each share of ETI's common stock, par value $___ per share ("ETI Common Stock") that is held
in the treasury of ETI or by any wholly owned subsidiary of ETI and each share
of ETI Common Stock that is owned by Oaktree shall automatically be cancelled
and returned and shall cease to exist and no consideration shall be delivered in
exchange therefor.

     

    (c)           Outstanding ETI Common
Stock.              As
at the Effective Time, by virtue of the Merger, and without any action on the
part of the holders of any shares of ETI Common Stock or any shares of capital
stock of Oaktree or the Surviving Corporation, the ETI Stockholders shall be
entitled to receive the following Merger Consideration (the “Closing Merger
Consideration”):

     

     (i)           each
of the 100 full shares of ETI Common Stock that is issued and outstanding as at
the Effective Time of the Merger (other than shares of ETI Common Stock to be
cancelled pursuant to Section 1.7(b) hereof), shall be converted into the right
to receive that number of shares of Oaktree Common Stock to be determined
by dividing (A) Two Million Five Hundred Thousand Dollars ($2,500,000), by (B)
the “Volume Weighted Average
Price” as hereinafter defined (the “VWAP”) of Oaktree Common
Stock, as traded on the FINRA OTC Bulletin Board or another national securities
exchange on which the Oaktree Common Stock may then trade (the “Exchange”) for the twenty (20)
Trading Days immediately prior to the Closing Date (the “Closing VWAP”);
and

     

     (ii)           all
of the shares of ETI Common Stock that are issued and outstanding as at the
Effective Time of the Merger (other than shares of ETI Common Stock to be
cancelled pursuant to Section 1.7(b) hereof), shall be converted into the right
to receive that number of shares of Oaktree Common Stock as shall be
determined by dividing (A) Two Million Five Hundred Thousand Dollars
($2,500,000), by (B) the Closing VWAP.

     

    As of the
Effective Time, all the issued and outstanding shares of ETI Common Stock shall
no longer be outstanding and shall automatically be canceled and retired and
shall cease to exist, and each holder of a certificate representing any such
shares of ETI Common Stock shall cease to have any rights with respect thereto,
except the right to receive the Merger Consideration, without
interest.

     

    (d)           Outstanding ETI Stockholder
Options.  As at the Effective Time, by virtue of the Merger and
without any action on the part of the ETI Stockholders, any options, warrants or
other rights to purchase shares of ETI Common Stock that are or may be
outstanding at the Effective Time of the Merger shall be cancelled and of no
further force or effect

     

    (e)           Oaktree Common Stock Owned
by ETI.  As at the Effective Time, each issued and outstanding share
of Oaktree Common Stock, if any, that is owned of record by ETI immediately
prior to the Effective Time of the Merger shall automatically be cancelled and
returned and shall cease to exist and no consideration shall be delivered in
exchange therefor.

     

    (f)           Mergerco Common
Stock.           As
at the Effective Time each of the 1000 issued and outstanding share of Mergerco
common stock, without par value (“Mergerco Common Stock”) that
is owned of record by Oaktree immediately prior to the Effective Time of the
Merger shall automatically be cancelled and returned and shall cease to exist
and shall be replaced by one (1) full share of the ETI Common Stock, as the
Surviving Corporation of the Merger (the “Surviving Corporation Common
Stock”), which Surviving Corporation Common Stock shall be issued to
Oaktree.


    
      
         


      

      
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    1.8         Contingent Merger
Consideration.              In
addition to the Closing Merger Consideration, and as additional Merger
Consideration, the ETI Stockholders shall be entitled to receive an additional
Two Million ($2,000,000) Dollars, payable in the form of additional shares of
Oaktree Common Stock (the “Contingent Merger
Consideration”); provided,
however, that, subject to the provisions of Section 1.8(c) below, such
Contingent Merger Consideration shall be payable only in the event that either
:

    


    (a)           the
“Culinary Group” (as
that term is hereinafter defined) shall have earned combined or consolidated
“Pre-Tax Income” (as
hereinafter defined) of not less than $1,650,000 (the “2010 Target Income”) for the
fiscal period that commenced January 1, 2010 and ends December 31, 2010 (the
“2010 Fiscal Year”);
or

    


    (b)           the
Culinary Group shall have earned combined or consolidated Pre-Tax Income of not
less than $1,900,000 (the “2011
Target Income”) for the fiscal year ending December 31, 2011 (the “2011 Fiscal
Year”).

    


    The
number of shares of Oaktree Common Stock representing the Contingent Merger
Consideration shall be determined by dividing (A) $2,000,000, by (B) the VWAP of
Oaktree Common Stock, as traded on the Exchange for the twenty (20) Trading Days
immediately prior to the “Date
of Determination” (as defined below) that the Culinary Group has achieved
either the 2010 Target Income or the 2011 Target Income, as the case may
be.

    


    (c)           In
the event that the Culinary Group fails to reach the 2010 Target Income or the
2011 Target Income, the ETI Stockholders shall remain eligible for a pro-rata
payment of the Contingent Merger Consideration provided that the cumulative
Pre-Tax Income achieved in 2010 and 2011 is equal to at least 75% of the
cumulative 2010 Target Income and 2011 Target Income. For the avoidance of
doubt, if, for example the Culinary Group only achieves 75% of the cumulative
2010 Target Income and 2011 Target Income, the ETI Stockholders shall receive
75% of the Contingent Merger Consideration; if for example the Culinary Group
achieves 89% of the 2010 Target Income and 2011 Target Income, the ETI
Stockholders shall receive 89% of the Contingent Merger
Consideration.  In the event that the cumulative Pre-Tax Income
achieved in the 2010 Fiscal Year and the 2011 Fiscal Year is less than 75% of
the cumulative 2010 Target Income and 2011 Target Income, then the Contingent
Merger Consideration shall not be issued.

    


    1.9         Calculation of Pre-Tax
Income and Delivery of Contingent Merger Consideration.

    


     (a)           The
Pre-Tax Income (as defined below) of the Culinary Group shall be determined by
Oaktree and confirmed in writing by the auditors of Oaktree engaged to audit the
consolidated financial statements of Oaktree for each of the 2009 Fiscal Year,
the 2010 Fiscal Year and 2011 Fiscal Year, as applicable (the “Final Pre-Tax Income
Notice”).  The Final Pre-Tax Income Notice shall be delivered
to Oaktree and to the ETI Stockholders (a) by not later than 60 days prior to
the Closing Date (as to the 2009 Fiscal Year) and (b) by not later than April
15, 2011 (as to the 2010 Fiscal Year) or April 15, 2012 (as to the 2011 Fiscal
Year) as applicable (each such delivery date, an “Income Delivery
Date”).

    


     (b)           The
calculation of the Pre-Tax Income of the Culinary Group for each of the 2010
Fiscal Year and the 2011 Fiscal Year (against which the Contingent Merger
Consideration shall be payable), shall be subject to written confirmation by the
Oaktree independent auditors as set forth in the Final Pre-Tax Income
Notice.  Subject to Section 1.9(c) and absent manifest error, such
calculation shall be final and binding upon all Parties hereto.  If
earned, the delivery of the Contingent Merger Consideration shall be made to the
ETI Stockholders not later than thirty (30) days after the Income Delivery Date
for the applicable 2010 Fiscal Year or 2011 Fiscal Year (the “Date of
Determination”).


    
      
         


      

      
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    (c)           In
case the ETI Stockholders dispute the calculation of the Final Pre-Tax Income
contained in the Final Pre-Tax Income Notice, the ETI Stockholders shall notify
Oaktree as soon as possible (but in no event later than five (5) business days
after receipt of the Final Pre-Tax Income Notice) of such
disagreement.  Not later than three (3) business days after receipt
written notice of such disagreement from the ETI Stockholders, Oaktree and the
ETI Stockholders shall meet and attempt to resolve the dispute in good
faith.  If the ETI Stockholders and Oaktree are unable to agree upon
the calculation of the Final Pre-Tax Income within three (3) business days of
such meeting, then either Oaktree or the ETI Stockholders may thereafter submit
via facsimile the disputed calculation to an independent, outside accountant
that is either (i) mutually agreed to by all the parties, or (ii) failing such
agreement, to an independent auditing firm selected by the American Arbitration
Association in New York City.  Oaktree shall use its best efforts to
cause the independent accountant so selected to perform the calculations and
notify Oaktree and the ETI Stockholders of the results as soon as practicable
from the time it receives the disputed calculations.  Such independent
accountant's calculation shall be binding upon all parties absent manifest
error.  The reasonable expenses of such independent accountant in
making such determination shall be paid by Oaktree, in the event the ETI
Stockholders' calculation was correct, or by the ETI Stockholders, in the event
Oaktree’s calculation was correct, or equally by Oaktree and the ETI
Stockholders in the event that neither Oaktree’s or the ETI Stockholders’
calculation was correct.  The period of time in which Oaktree is
required to distribute the Contingent Merger Consideration shall be tolled
pending resolution of any dispute by Oaktree made in good faith and in
accordance with this Section 1.9(c).

     

    1.10       Right to Put Certain Closing
Merger Consideration.

    


    (a)           In
the event that the Culinary Group shall have achieved either the 2010 Target
Income or the 2011 Target Income, then and in each such event, by written notice
given to Oaktree not later than thirty (30) days following the applicable Income
Delivery Date (each a “Put
Period”), the ETI Stockholders (or any of them) shall have the right, but
not the obligation (the “Put
Option”) to cause Oaktree to repurchase and redeem for cash up to Five
Hundred Thousand ($500,000) Dollars of the shares of Oaktree Common Stock given
as Closing Merger Consideration (the “Put Shares”), with the number
of such Put Shares to be calculated based upon dividing (i) $500,000 (or such
lesser dollar amount of Put Shares), by (ii) the Closing VWAP.

    


    (b)           Each
ETI Stockholder electing to exercise such Put Option shall provide written
notice to Oaktree prior to expiration of the Put Period (the “Put Notice”) specifying
therein the dollar amount of the Put Shares to be subject to such Put
Option.  In the event that one or more than one of the ETI
Stockholders (the “Exercising
ETI Stockholders”) exercise the Put Option for an amount in excess of
Five Hundred Thousand ($500,000) Dollars, the Put Option shall be equitably
pro-rated among the exercising ETI Stockholders by multiplying $500,000 by a
fraction, (i) the numerator of which shall be the number of shares of ETI Common
Stock owned at the Effective Time of the Merger by each of the Exercising ETI
Stockholders, and (ii) the denominator of which shall be all of the shares
of  ETI Common Stock owned at the Effective Time of the Merger by all
of the Exercising ETI Stockholders.  For the avoidance of doubt, each
of the ETI Stockholders may exercise the Put Option in either one of or both of
the Put Periods, so long as the total Put Option does not exceed
$500,000.


    
      
         


      

      
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    (c)           The
consideration to be paid for each of the Put Shares shall be equal to the
Closing VWAP.   Such consideration shall be payable to the
Exercising ETI Stockholder(s) in cash by wire transfer of immediately available
funds to a bank account(s) designated in writing by such Exercising ETI
Stockholder(s), at a closing (the “Put Option Closing”) to be
held not later than thirty (30) days following the date of receipt of the
Exercising Stockholder(s) Put Notice.  At such Put Option Closing, the
Exercising ETI Stockholder(s) shall deliver their shares of Oaktree Common
Stock, accompanied by one or more stock powers duly endorsed in blank, and
Oaktree shall cause its transfer agent to cancel the applicable number of Put
Shares and reissue new stock certificates evidencing the balance, if any, of the
applicable Closing Merger Consideration to the Exercising ETI
Stockholder(s).

    


    
      	
              1.11

            	
              Exchange of
      ETI
      Instruments.

            


    

     

    (a)         Oaktree
shall designate Hodgson Russ
LLP or another person reasonably acceptable to ETI to act as exchange
agent in the Merger (the "Exchange Agent"), and, from
time to time on, prior to or after the Effective Time, Oaktree shall make
available, or cause the Surviving Corporation to make available, to the Exchange
Agent (i) all shares of Oaktree Common Stock constituting the Closing Merger
Consideration in amounts and at the times necessary for the delivery of the said
Merger Consideration to be delivered upon surrender of certificates representing
the shares of ETI Common Stock, converted into such Oaktree Common
Stock pursuant to Section 1.7.

     

    (b)         As
soon as reasonably practicable after the Effective Time, the Exchange Agent
shall deliver the Oaktree Common Stock to each holder of record of the ETI
Common Stock, represented by the applicable number of shares of Oaktree
Common Stock, in exchange for certificates and other instruments and agreements
representing all, and not less than all, of the outstanding shares of ETI Common
Stock, duly endorsed for cancellation, and the ETI Common Stock so
surrendered shall forthwith be canceled.  In the event any
ETI Common Stock shall have been lost, stolen or destroyed, Oaktree may, in
its discretion and as a condition precedent to the delivery of the Oaktree
Common Stock, require the owner of such lost, stolen or destroyed
ETI Common Stock to deliver an affidavit or bond in such amount or form as
it may reasonably direct as indemnity against any claim that may be made against
Oaktree, the Surviving Corporation or the Exchange Agent.

     

    (c)           All
Closing Merger Consideration delivered upon the surrender of ETI Common Stock in
accordance with the terms of this Section 1.11 shall be deemed to have been paid
in full satisfaction of all rights pertaining to the applicable ETI Common
Stock.  At the Effective Time, the stock transfer books and note
register of ETI shall be closed, and there shall be no further registration of
transfers on the stock transfer books of the Surviving Corporation of any of the
ETI Common Stock that are outstanding immediately prior to the Effective
Time.  If, after the Effective Time, ETI Instruments are presented to
the Surviving Corporation or the Exchange Agent for any reason, they shall be
canceled and exchanged as provided in this Section 1.11.

     

    
      	
              1.12

            	
              Holders of Record of
      ETI
      Common Stock.

            


    

     

    Holders of record of shares of ETI
Common Stock as at the Effective Time of the Merger shall be entitled to receive
shares of Oaktree Common Stock, as Closing Merger Consideration as of the
Effective Time of the Merger, as provided herein.


    
      
         


      

      
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     1.13       Closing.              The
closing of the Merger (the “Closing”) will take place at
the offices of Hodgson Russ LLP, counsel to ETI, at its office in New York, New
York, within ten days following the delivery of satisfaction or waiver of the
conditions precedent set forth in Section 4 or at such other date as Oaktree and
the ETI Stockholders shall agree (the “Closing Date”), but in no
event shall the Closing Date occur later than September 30, 2010, unless such
date shall be extended by mutual agreement of Oaktree and the ETI Stockholders
to not later than December 31, 2010 (the “Outside Closing
Date”).  Notwithstanding the foregoing, no Party who is in
breach of its obligations, covenants or commitments under this Agreement may
unilaterally postpone or terminate the Closing of the transactions contemplated
hereby.  On the Closing Date the Parties shall consummate the Merger
and cause the Certificate of Merger to be filed at such Closing with the
Secretary of State of the State of New York.

     

    ARTICLE II - CERTAIN
DEFINITIONS

    


    In
addition to the terms defined in the Recitals, in Article I above or elsewhere
in this Agreement, wwhen used in this Agreement, the following terms shall have
the meanings set forth below:

    


    “Applicable Law” means any
domestic or foreign law, statute, regulation, rule, policy, guideline or
ordinance applicable to the businesses of the Parties and/or the
Merger.

    


    “Affiliate” means any one or
more Person controlling, controlled by or under common control with any other
Person or their affiliate.

    


    “Business Day” shall mean any
day, excluding Saturday, Sunday and any other day on which national banks
located in New York, New York shall be closed for business.

    


    “Closing Date” shall mean the
date upon which the Merger shall be consummated, as set forth in Section
1.13.

    


    “CTC” shall mean Culinary Tech Center LLC, a
New York limited liability company.

    


    “Culinary Group” means the
collective reference to ETI, PCI and CTC.

    


    “Culinary Group Owners” means
the collective reference to the ETI Stockholders and the owners of 100% of the
membership equity interests in each of PCI and CTC.

    


    “Dollar” and “$” means lawful money of the
United States of America.

    


    “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

    


    “GAAP” means generally accepted
accounting principles in the United States of America as promulgated by the
American Institute of Certified Public Accountants and the Financial Accounting
Standards Board or any successor Institutes concerning the treatment of any
accounting matter.

    


    “Knowledge” means the knowledge
of the Person in question, after reasonable inquiry.

    


    “Lien” means, with respect to
any property or asset, any mortgage, lien, pledge, charge, security interest,
encumbrance or other adverse claim of any kind in respect of such property or
asset.

    


    “Management Stockholders Employment
Agreements” shall mean the employment agreements between ETI and each of
J. Monaco and H. Kaplan in the form of Exhibit A-1 and Exhibit A-2 annexed hereto and
made a part hereof.


    
      
         


      

      
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    “Material Adverse Effect” with
respect to any Person or group of Persons means any event, change or effect that
has or would have a materially adverse effect on the financial condition,
business or results of operations of such entity or group of entities, taken as
a consolidated whole.

    


    “Oaktree” shall mean Florham
Consulting Corp., a Delaware corporation, the name of which has been, or prior
to the Closing Date of the Merger will be, changed to Oak Tree Educational
Group, Inc.

    


    “Oaktree Common Stock” shall
mean all shares of common stock of Oaktree, $0.0001 par value per share, as may
be authorized for issuance pursuant to its certificate of incorporation, as the
same may hereafter be amended or modified.

    


    “Oaktree Financing” shall mean
a debt or equity financing providing ETI with adequate working
capital.  The final terms and conditions of such Oaktree Financing
shall be satisfactory to the board of directors of Oaktree.

    


    “PCI” shall mean Professional Culinary Institute
LLC, a New York limited liability company.

    


    “Person” means any individual,
corporation, partnership, trust or unincorporated organization or a government
or any agency or political subdivision thereof.

    


    “Pre-Tax Income” means the
combined or consolidated net income before federal or state income taxes of the
Culinary Group for the applicable 2009 Fiscal Year, 2010 Fiscal Year or 2011
Fiscal Year (each, a “Fiscal
Year”), after deduction of all expenses from net revenues and as prepared
in accordance with generally accepted accounting principles, consistently
applied (“GAAP”); provided,
however, that for purposes of determining such Pre-Tax Income in the applicable
Fiscal Year:

    


     (i)           irrespective
of the actual amount (if any) of any remuneration, dividends, distributions,
salaries or bonuses (collectively, “Compensation”) paid or payable
to any of the ETI Stockholders or other Culinary Group Owners in any Fiscal Year
in question, for the 2009 Fiscal Year and the 2010 Fiscal Year such Compensation
shall be deemed to be $300,000;

    


    (ii)           there
shall be excluded from income or expense: (i) any amount paid or accrued for the
account of ETI or any other member of the Culinary Group for the cost of the
audits of the Culinary Group financial statements through and including the
Closing Date, and (ii) any extraordinary or non-recurring items, including
Compensation paid or payable in excess of the amounts set forth in Clause (i)
above; and

    


    (iii)          all
inter-company payments, receipts or other transactions among the members of the
Culinary Group shall be eliminated.

    


    “Tax” (and, with correlative
meaning, “Taxes” and
“Taxable”)
means:


    
      
         


      

      
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    (i) any
income, alternative or add-on minimum tax, gross receipts tax, sales tax, use
tax, ad valorem tax, transfer tax, franchise tax, profits tax, license tax,
withholding tax, payroll tax, employment tax, excise tax, severance tax, stamp
tax, occupation tax, property tax, environmental or windfall profit tax, custom,
duty or other tax, impost, levy, governmental fee or other like assessment or
charge of any kind whatsoever together with any interest or any penalty,
addition to tax or additional amount imposed with respect thereto by any
governmental or Tax authority responsible for the imposition of any such tax
(domestic or foreign), and

    


    (ii) any
liability for the payment of any amounts of the type described in clause (i)
above as a result of being a member of an affiliated, consolidated, combined or
unitary group for any Taxable period, and

    


    (iii) any
liability for the payment of any amounts of the type described in clauses (i) or
(ii) above as a result of any express or implied obligation to indemnify any
other person.

    


    “Tax Return” means any return,
declaration, form, claim for refund or information return or statement relating
to Taxes, including any schedule or attachment thereto, and including any
amendment thereof.

    


    “Trading Day” means any days
that the Exchange on which the Oaktree Common Stock is open for business and is
trading securities.

    


    “Volume Weighted Average Price”
means a fraction the numerator of which is the sum of the products of (i) the
closing trading price for the Oaktree Common Stock on the Exchange for each
Trading Day during such twenty (20) Trading Day period and (ii) the volume of
the Oaktree Common Stock on the Exchange for each such day and the denominator
of which is the total volume of the Common Stock on the Exchange during such
twenty (20) Trading Day period

    


    ARTICLE III -
REPRESENTATIONS AND WARRANTIES OF

    ETI AND THE ETI
STOCKHOLDERS.

    


    ETI
and the ETI Stockholders
hereby, jointly and severally, represent and warrant to Oaktree as
follows:

    


    3.1           Organization and Good
Standing: Ownership of Shares.  ETI is a corporation duly
organized and validly existing under the laws of the State of New
York.  There are no outstanding subscriptions, rights, options,
warrants or other agreements obligating ETI to issue, sell or transfer any stock
or other securities of ETI.

    


    3.2           Corporate
Authority.  Each of the ETI Stockholders individually has the
power and authority, and ETI has the power and authority to enter into this
Agreement and to perform their respective obligations hereunder.  The
execution and delivery of this Agreement and the consummation of the transaction
contemplated hereby have been duly authorized by the Board of Directors of ETI
and has been duly authorized by all of the ETI Stockholders.  The
execution and performance of this Agreement will not constitute a breach of any
agreement, indenture, mortgage, license or other instrument or document to which
ETI or any of the ETI Stockholders is a party and will not violate any judgment,
decree, order, writ, rule, statute, or regulation applicable to ETI any of the
ETI Stockholders or their respective  properties. The execution and
performance of this Agreement will not violate or conflict with any provision of
the certificate of incorporation or by-laws of ETI.


    
      
         


      

      
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    3.3         ETI
Capitalization.

    


    (a)           As
at the Agreement Date and as at the Closing Date, the ETI Stockholders are and
shall be the owners of record and beneficially of 100% of the issued and
outstanding shares of ETI Common Stock.  All issued and outstanding
shares of ETI Common Stock are owned by the ETI Stockholders free and clear of
all rights, claims, liens and encumbrances, and have not been sold, pledged,
assigned or otherwise transferred except pursuant to this
Agreement.

    


    (b)           As
at the Closing Date, there shall be no shares of ETI Common Stock issuable upon
conversion of any outstanding ETI notes or other securities or upon exercise of
any rights, options or warrants to purchase or otherwise receive ETI Common
Stock or other ETI securities.

    


    3.4         Financial Statements, Books
and Records.

    


    (a)           ETI
has furnished to Oaktree all balance sheets, income statements, statements of
cash flows and statements of stockholders equity and notes thereto of ETI for
each of the two fiscal years ended December 31, 2008 and December 31, 2009 (the
“Financial
Statements”).  The Financial Statements fairly represent the
financial position of ETI as at such dates and the results of their operations
for the periods then ended.  The Financial Statements were prepared in
accordance with generally accepted accounting principles applied on a consistent
basis with prior periods except as otherwise stated therein and except that the
unaudited Financial Statements may not include all footnotes normally included
under such generally accepted accounting principles.  The books of
account and other financial records of ETI are in all respects complete and
correct in all material respects and are maintained in accordance with good
business and accounting practices.

    


    (b)           The
Financial Statements of ETI have been or are capable of being audited in
accordance with generally accepted accounting principles and Regulation S-X, as
promulgated under the Securities Act of 1933, as amended.

    


    (c)           ETI
has no subsidiaries and does not own any interest in any other
entity.

    


    3.5         Access to
Records.  All of the corporate financial records, minute books
and other documents and records of ETI have been made available to Oaktree prior
to the Closing hereof.

    


    3.6         No Material Adverse
Changes.  Except as otherwise described on Schedule 3.6 hereto,
since December 31, 2009, there has not been, and ETI has not and will not
have:

    


    
      (a)         
any
material adverse change in the financial position of ETI, except changes arising
in the ordinary course of business, which changes will in no event materially
and adversely affect the financial position of ETI;

    

    


    
      (b)         
any
damage, destruction or loss materially affecting the assets, prospective
business, operations or condition (financial or otherwise) of ETI whether or not
covered by insurance;

    

    


    
      (c)         
any
declaration, setting aside or payment of any dividend or distribution with
respect to any redemption or repurchase of ETI capital stock;

    

    


    
      (d)         
any sale
of an asset (other than in the ordinary course of business) or any mortgage or
pledge by ETI of any properties or assets; or

    


    
      
         


      

      
        - 10
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      (e)           adoption
or amendment of any pension, profit sharing, retirement, stock bonus, stock
option or similar plan or arrangement.

    

    


    
      (f)           incurred
or assumed any indebtedness or liability for borrowed money, except in the
ordinary course of its business;

    

    


    
      (g)           declared
or paid any dividend or declared or made any distribution of any kind to any
shareholder, or made any direct or indirect redemption, retirement, purchase or
other acquisition of any shares in its capital stock;

    

    


    
      (h)           made any
loan or advance to any shareholder, officer, director, employee, consultant,
agent or other representative or made any other loan or advance otherwise than
in the ordinary course of business;

    

    


    (i)           disposed
of any assets except in the ordinary course of business; or

    


    
      (j)           increased,
terminated, amended or otherwise modified any plan for the benefit of employees
of ETI.

    

    


    3.7         Taxes.  Except
as set forth on Schedule 3.7, as of
December 31, 2009 and as of the Closing Date, ETI has (or will have) filed all
material tax, governmental and/or related forms and reports (or extensions
thereof) due or required to be filed and has (or will have) paid or made
adequate provisions for all taxes or assessments which had become due as of each
such date, and there are no deficiency notices outstanding.

    


    3.8         Compliance with
Laws.  ETI has complied with all federal, state, county and
local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business which, if not
complied with, would have a Material Adverse Effect on the business of
ETI.

    


    3.9         No
Breach.  The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will
not:

    


    (a)           violate
any provision of the Articles of Incorporation or By-Laws of ETI;

    


    (b)           violate,
conflict with or result in the breach of any of the terms of, result in a
material modification of, otherwise give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time, or both
constitute) a default under any contract or other agreement to which ETI or any
ETI Stockholder is a party or by or to which it or any of its, his or her assets
or properties may be bound or subject;

    


    (c)           violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, ETI or any ETI
Stockholder or upon the properties or business of ETI or any ETI Stockholder;
or

    


    (d)           violate
any statute, law or regulation of any jurisdiction applicable to the
transactions contemplated herein which could have a Material Adverse Effect on
the business or operations of ETI.


    
      
         


      

      
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    3.10       Actions and
Proceedings.  ETI is not a party to any material pending
litigation or, to its knowledge, any governmental investigation or proceeding
not reflected in the Financial Statements, and to its best knowledge, no
material litigation, claims, assessments or governmental proceedings are
threatened against ETI.

    


    3.11       Disclosure.  ETI
has (and at the Closing it will have) disclosed in writing to Oaktree all
events, conditions and facts materially affecting the business, financial
conditions or results of operation of ETI all of which have been set forth
herein.  ETI has not now and will not have, at the Closing, withheld
disclosure of any such events, conditions, and facts which they have knowledge
of or have reasonable grounds to know may exist.

    


    3.12       Authority to Execute and
Perform Agreements.  ETI and each ETI Stockholder has the full
legal right and power and all authority and approval required to enter into,
execute and deliver this Agreement and to perform fully their respective
obligations hereunder.  This Agreement has been duly executed and
delivered and is the valid and binding obligation of ETI and each of the ETI
Stockholders enforceable in accordance with its terms, except as may be limited
by bankruptcy, moratorium, insolvency or other similar laws generally affecting
the enforcement of creditors' rights.  The execution and delivery of
this Agreement and the consummation of the transactions contemplated hereby and
the performance by ETI and each of the ETI Stockholders of this Agreement, in
accordance with its respective terms and conditions will not:

    


    (a)           except
for the approval of the Department of Education of the State of New York as
specified in Section 5.1(d) of this Agreement, require the approval or consent
of any governmental or regulatory body or the approval or consent of any other
person;

    


    (b)          conflict
with or result in any breach or violation of any of the terms and conditions of,
or constitute (or with any notice or lapse of time or both would constitute) a
default under, any order, judgment or decree applicable to ETI or any of the ETI
Stockholders, or any instrument, contract or other agreement to which ETI is a
party or by or to which ETI or any of the ETI Stockholders is bound or subject;
or

    


    (c)           result
in the creation of any lien or other encumbrance on the assets or properties of
ETI or any of the ETI Stockholders.

    


    3.13       Brokers or
Finders.  No broker's or finder's fee will be payable by ETI or
any ETI Stockholder in connection with the transactions contemplated by this
Agreement, nor will any such fee be incurred as a result of any actions by ETI
or any of  the ETI Stockholders, or CTC or PCI members or
managers.

    


    3.14       Tangible
Assets.  ETI has full ownership or leasehold title and interest
in all machinery, equipment, furniture, leasehold improvements, fixtures,
projects, owned or leased by ETI, any related capitalized items or other
tangible property material to the business of ETI (the "Tangible
Assets").  Except as disclosed in the Financial Statements, ETI
holds all rights, title and interest in all the Tangible Assets owned or leased
by them, free and clear of all liens, pledges, mortgages, security interests,
conditional sales contracts or any other encumbrances.  All of the
Tangible Assets are in good reasonable condition and repair and are usable in
the ordinary course of business of ETI.

    


    3.15       Insurance.          ETI
maintains adequate insurance required for the operation of its
business.

    


    3.16       Full
Disclosure.  No representation or warranty by ETI or the ETI
Stockholders in this Agreement or in any document or schedule to be delivered by
them pursuant hereto, and no written statement, certificate or instrument
furnished or to be furnished by ETI or the ETI Stockholders pursuant hereto or
in connection with the negotiation, execution or performance of this Agreement
contains or will contain any untrue statement of a material fact or omits or
will omit to state any fact necessary to make any statement herein or therein
not materially misleading or necessary to a complete and correct presentation of
all material aspects of the business of ETI.


    
      
         


      

      
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    ARTICLE IV
-  REPRESENTATIONS AND WARRANTIES OF OAKTREE and
MERGERGO

    


    Oaktree
hereby represents and warrants to ETI and the ETI Stockholders, on behalf of
itself and Mergerco, as follows:

    


    4.1         Organization and Good
Standing.  Oaktree is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.  Mergerco is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York.  Oaktree
has the corporate power to own its own property and to carry on its business as
now being conducted and is duly qualified to do business in any jurisdiction
where so required except where the failure to so qualify would have no material
negative impact.  Mergerco has been formed solely for the purpose of
consummating the Merger, and has conducted no business and has no assets or
liabilities.

    


    4.2         Corporate
Authority.  Each of Oaktree and Mergerco has the corporate
power to enter into this Agreement and to perform their respective obligations
hereunder.  The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly authorized
by the Board of Directors and stockholders of Oaktree and Mergerco as required
by Delaware and New York law.  The execution and performance of this
Agreement will not constitute a material breach of any agreement, indenture,
mortgage, license or other instrument or document to which Oaktree or Mergerco
is a party and will not violate any judgment, decree, order, writ, rule,
statute, or regulation applicable to Oaktree, Mergerco or their
properties.  The execution and performance of this Agreement will not
violate or conflict with any provision of the respective Certificate of
Incorporation or by-laws of Oaktree or Mergerco.

    


    4.3         Oaktree Financial
Statements; Capitalization.

    


    (a)           The
Form 10K/A of Oaktree for the fiscal year ended December 31, 2009 (the “Oaktree 2009 Form 10-K”)
includes the audited balance sheet, statement of operations and statement of
cash flows of Oaktree as at December 31, 2009 and for the fiscal year then ended
(the “Oaktree 2009 Audited
Financial Statements”).  Except as set forth on the Oaktree
Balance Sheet as at December 31, 2009 or otherwise disclosed on Schedule 4.3, as at
December 31, 2009 and for all periods subsequent thereto, Oaktree has no other
material assets and has incurred no other material liabilities, debts or
obligations, whether fixed, contingent or otherwise required to be set forth on
a balance sheet prepared in accordance with GAAP.  The books of
account and other financial records of Oaktree are in all respects complete and
correct in all material respects and are maintained in accordance with good
business and accounting practices.

    


    (b)           The
Oaktree 2009 Form 10-K/A and Schedule 4.3 annexed
hereto sets forth the capitalization of Oaktree as at December 31, 2009,
including all shares of capital stock issued and outstanding and all convertible
securities, options, warrants and other rights to receive shares of Oaktree
capital stock.  Except as set forth on Schedule 4.3, since
December 31, 2009, no additional shares of Oaktree capital stock or any
convertible securities, options, warrants and other rights to receive shares of
Oaktree capital stock have been issued.

    


    4.5         No Material Adverse
Changes.    Except as set forth on Schedule 4.5, since
December 31, 2009:


    
      
         


      

      
        - 13
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    (a)          except
for indebtedness and other liabilities not to exceed $100,000 in the aggregate
that will be outstanding as at the Closing Date, there have not been any
liabilities or other indebtedness incurred by Oaktree;

    


    (b)          there
has not been any material adverse changes in the financial position of Oaktree
except changes arising in the ordinary course of business, which changes will in
no event materially and adversely affect the financial position of Oaktree, and
will be consistent with the representations made by Oaktree
hereunder.

    


    (c)          there
has not been any damage, destruction or loss materially affecting the assets,
prospective business, operations or condition (financial or otherwise) of
Oaktree whether or not covered by insurance;

    


    (d)          there
has not been any declaration setting aside or payment of any dividend or
distribution with respect to any redemption or repurchase of Oaktree capital
stock;

    


    (e)          there
has not been any sale of an asset (other than in the ordinary course of
business) or any mortgage pledge by Oaktree of any properties or assets;
or

    


    (f)           there
has not been adoption or modification of any pension, profit sharing,
retirement, stock bonus, stock option or similar plan or
arrangement.

    


    (g)          there
has not been any loan or advance to any shareholder, officer, director,
employee, consultant, agent or other representative or made any other loan or
advance otherwise than in the ordinary course of business;

    


    (h)          there
has not been any increase in the annual level of compensation of any executive
employee of Oaktree;

    


    (i)           except
in the ordinary course of business, Oaktree has not entered into or modified any
contract, agreement or transaction; and

    


    (j)           Oaktree
has not issued any equity securities or rights to acquire equity
securities.

    


    4.6         Taxes.  Oaktree
has timely filed all material tax, governmental and/or related forms and reports
(or extensions thereof) due or required to be filed and has paid or made
adequate provisions for all taxes or assessments which have become due through
December 31, 2009 and as of the Closing Date, and there are no deficiencies
outstanding.

    


    4.7         Compliance with
Laws.  Oaktree has complied with all federal, state, county and
local laws, ordinances, regulations, inspections, orders, judgments,
injunctions, awards or decrees applicable to it or its business, which, if not
complied with, would materially and adversely affect the business of Oaktree or
the trading market for the Oaktree Shares and specifically, Oaktree has complied
with provisions for registration under the Securities Act of 1933 and all
applicable blue sky laws in connection with its public stock offering and there
are no outstanding, pending or threatened stop orders or other actions or
investigations relating thereto.

    


    4.8         Actions and
Proceedings.  Oaktree is not a party to any material pending
litigation or, to its knowledge, any governmental proceedings are threatened
against Oaktree.


    
      
         


      

      
        - 14
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    4.9         Periodic Reports; Listing of
Shares.

    


    (a)           Oaktree
is a reporting company under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”) and
since becoming a reporting company has been current in the filing of all forms
or reports with the Securities and Exchange Commission (“SEC”).  All such
reports and statements filed by Oaktree with the SEC (collectively, “SEC Reports”) did not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstance under which they were made, not
misleading.

    


    (b)           The
shares of Oaktree Common Stock are listed for trading on the FINRA OTC Bulletin
Board stock exchange under the symbol “FHMS.”  No stop order,
suspension notice or other communications or notice from FINRA or other
governmental agency or authority has been received by Oaktree or its Affiliates,
which could reasonably be expected to result in the possibility that such shares
of Oaktree Common Stock could be delisted from trading on such stock
exchange.

    


    4.10       Disclosure.  Oaktree
has (and at the Closing it will have) disclosed in writing to ETI all events,
conditions and facts materially affecting the business, financial conditions or
results of operation of Oaktree all of which have been set forth
herein.  Oaktree has not now and will not have, at the Closing,
withheld disclosure of any such events, conditions, and facts which they have
knowledge of or have reasonable grounds to know may exist.

    


    4.11       Access to
Records.  The corporate financial records, minute books, and
other documents and records of Oaktree will be made available to ETI prior to
the Closing hereof.

    


    4.12       No
Breach.  The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will
not:

    


    (a)           violate
any provision of the Articles of Incorporation or By-Laws of
Oaktree;

    


    (b)           violate,
conflict with or result in the breach of any of the terms of, result in a
material modification of, otherwise give any other contracting party the right
to terminate, or constitute (or with notice or lapse of time or both constitute)
a default under, any contract or other agreement to which Oaktree is a party or
by or to which it or any of its assets or properties may be bound or
subject;

    


    (c)           violate
any order, judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, Oaktree or upon the
securities, properties or business to Oaktree; or

    


    (d)           violate
any statute, law or regulation of any jurisdiction applicable to the
transactions contemplated herein.

    


    4.14       Brokers or
Finders.  Except for broker’s fees payable in connection with
the Oaktree Financing, no broker's or finder's fee will be payable by Oaktree in
connection with the transactions contemplated by this Agreement, nor will any
such fee be incurred as a result of any actions of Oaktree.


    
      
         


      

      
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    4.15       Authority to Execute and
Perform Agreements.  Oaktree has the full legal right and power
and all authority and approval required to enter into, execute and deliver this
Agreement and to perform fully its obligations hereunder.  This
Agreement has been duly executed and delivered and is the valid and binding
obligation of Oaktree enforceable in accordance with its terms, except as may be
limited by bankruptcy, moratorium, insolvency or other similar laws generally
affecting the enforcement of creditors' rights.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby and the performance by Oaktree of this Agreement, in accordance with its
respective terms and conditions will not:

    


    (a)           require
the approval or consent of any governmental or regulatory body or the approval
or consent of any other person;

    


    (b)           conflict
with or result in any breach or violation of any of the terms and conditions of,
or constitute (or with any notice or lapse of time or both would constitute) a
default under, any order, judgment or decree applicable to Oaktree, or any
instrument, contract or other agreement to which Oaktree is a party or by or to
which Oaktree is bound or subject; or

    


    (c)           result
in the creation of any lien or other encumbrance on the assets or properties of
Oaktree.

    


    4.16       Full
Disclosure.  No representation or warranty by Oaktree in this
Agreement or in any document or schedule to be delivered by them pursuant
hereto, and no written statement, certificate or instrument furnished or to be
furnished by Oaktree pursuant hereto or in connection with the negotiation,
execution or performance of this Agreement contains or will contain any untrue
statement of a material fact or omits or will omit to state any fact necessary
to make any statement herein or therein not materially misleading or necessary
to complete and correct presentation of all material aspects of the business of
Oaktree.

    


    ARTICLE V - CONDITIONS
PRECEDENT

    


    5.1         Conditions Precedent to the
Obligations of ETI and the ETI
Stockholders.   All obligations of ETI and the ETI
Stockholders under this Agreement are subject to the fulfillment, prior to or as
of the Closing Date, as indicated below, of each of the following conditions;
any one of which may be waived at Closing by the ETI Stockholders.

    


    (a)          The
representations and warranties by or on behalf of Oaktree contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of Closing Date as
though such representations and warranties were made at and as of such
time.

    


    (b)          Oaktree
shall have performed and complied in all material respects, with all covenants,
agreements, and conditions set forth in, and shall have executed and delivered
all documents required by this Agreement to be performed or complied with or
executed and delivered by it or him prior to or at the Closing.

    


    (c)          On
the Closing Date, an executive officer of Oaktree shall have delivered to ETI a
certificate, duly executed by such Person and certifying, that to the best of
such Person’s knowledge and belief, the representations and warranties of
Oaktree set forth in this Agreement are true and correct in all material
respects.

    


    (d)          On
or before the Closing, the Department of Education of the State of New York
shall have approved the transactions contemplated by this
Agreement.


    
      
         


      

      
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    (e)          On
or before the Closing, the Certificate of Merger shall have been duly filed with
the Secretary of State of the State of New York, and the Effective Time of the
Merger shall have occurred.

    


    (f)           At
the Closing, all instruments and documents delivered to ETI and the ETI
Stockholders pursuant to provisions hereof shall be reasonably satisfactory to
legal counsel for ETI.

    


    (g)          Oaktree
shall have issued to the ETI Stockholders or the Exchange Agent (to be held on
behalf of the ETI Stockholders and other recipients pending delivery of their
ETI Common Stock) the Closing Merger Consideration.

    


    (h)          At
the Closing, the Closing Merger Consideration to be issued and delivered
hereunder will, when so issued and delivered, constitute valid and legally
issued Oaktree Common Stock that are fully paid and non-assessable.

    


    (i)           On
or prior to the Closing, Oaktree shall have consummated the Oaktree
Financing.

    


    (j)           At
the Closing, Oaktree shall have executed and delivered the Management
Stockholders Employment Agreements.

    


    (k)           At
the Closing, all instruments and documents to be delivered to the ETI
Stockholders, including the Oaktree Common Stock, pursuant to the provisions
hereof shall be reasonably satisfactory to legal counsel for ETI
Stockholders.

    


    (l)           There
shall not have occurred any material adverse change in the businesses,
prospects, financial condition, assets or results of operations of
Florham.

    


    5.2         Conditions Precedent to the
Obligations of Oaktree.  All obligations of Oaktree under this
Agreement are subject to the fulfillment, prior to or at Closing, of each of the
following conditions (any one of which may be waived at Closing by
Oaktree):

    


    (a)           The
representations and warranties by ETI and the ETI Stockholders contained in this
Agreement or in any certificate or document delivered pursuant to the provisions
hereof shall be true in all material respects at and as of the Closing as though
such representations and warranties were made at and as of such
time;

    


    (b)           ETI
and the ETI Stockholders shall have performed and complied with, in all material
respects, with all covenants, agreements, and conditions set forth in, and shall
have executed and delivered all documents required by this Agreement to be
performed or complied or executed and delivered by them prior to or at the
Closing;

    


    (c)           On
or before the Closing, Oaktree shall have confirmed that:

    


     (i)         
  the Culinary Group’s revenues and Pre-Tax Income for the 2009 Fiscal
Year are at least $3,800,000 and $1,200,000, respectively,

    
 

     (ii)           ETI
has adequate liquidity and working capital at Closing to enable it to conduct
its business in the ordinary course,


    
      
         


      

      
        - 17
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     (iii)           ETI
will be debt free, except for ordinary course trade obligations, and that any
and all shareholder loans/contributions will have been converted to equity or
extinguished prior to the Closing; and

    


     (iv)           ETI,
together with CTC and PCI shall have a positive combined net worth
(stockholders’ equity and members equity) as of the Closing.

    


    (d)           On
or before the Closing, J. Monaco and H. Kaplan shall have executed and delivered
the Management Stockholders Employment Agreements and shall have terminated the
J. Monaco Consulting Agreement.

    


    (e)           On
or before the Closing, the Certificate of Merger shall have been duly filed with
the Secretary of State of the State of New York and the Effective Time of the
Merger shall have occurred.

    


    (f)           On
or prior to the Closing, Oaktree shall have consummated the Oaktree Financing on
terms satisfactory to the board of directors of Oaktree.

    


    (g)           On or
before the Closing, ETI shall have delivered to Oaktree the Financial Statements
specified in Section 6.5 of this Agreement.

    


    (h)           On
or before the Closing, the ETI Stockholders shall have delivered to Oaktree or
the Exchange Agent their ETI Common Stock.

    


    (i)           On
the Closing Date,  ETI shall have delivered to Oaktree a certificate,
duly executed by it President or Chief Financial Officer and certifying, that to
the best of such Person’s knowledge and belief, the representations and
warranties of ETI set forth in this Agreement are true and correct in all
material respects.

    


    (j)           At
the Closing, all instruments and documents to be delivered to Oaktree, including
the ETI Common Stock, pursuant to the provisions hereof shall be reasonably
satisfactory to legal counsel for Oaktree.

    


    (k)           There
shall not have occurred any material adverse change in the businesses,
prospects, financial condition, assets or results of operations of the Culinary
Group, either individually or when taken as a consolidated group.

    


    (l)           On
or before the Closing, the Department of Education of the State of New York
shall have approved the transactions contemplated by this Agreement, and any
other consent required to effectuate the transactions contemplated by this
Agreement.

    


    ARTICLE VI
-  COVENANTS

    


    6.1         Corporate Examinations and
Investigations.  Prior to the Closing Date, the Parties
acknowledge that they have been entitled, through their employees and
representatives, to make such investigation of the assets, properties, business
and operations, books, records and financial condition of the other as they each
may reasonably require.  No investigations, by a party hereto shall,
however, diminish or waive any of the representations, warranties, covenants or
agreements of the party under this Agreement.


    
      
         


      

      
        - 18
-

        
          

        

      

      
         


      

    


    6.2         Further
Assurances.  The Parties shall execute such documents and other
papers and take such further actions as may be reasonably required or desirable
to carry out the provisions hereof and the transactions contemplated
hereby.  Each such party shall use its best efforts to fulfill or
obtain the fulfillment of the conditions to the Closing, including, without
limitation, the execution and delivery of any documents or other papers, the
execution and delivery of which are necessary or appropriate to the
Closing.

    


    6.3         Confidentiality.  In
the event the transactions contemplated by this Agreement are not consummated,
Oaktree, the ETI Stockholders and ETI agree to keep
confidential any information disclosed to each other in connection therewith for
a period of three (3) years from the date hereof; provided, however, such
obligation shall not apply to information which:

    


    
      	
               
      

            	
              (i)

            	
              at
      the time of the disclosure was public
knowledge;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              is
      required to be disclosed publicly pursuant to any applicable federal or
      state securities laws;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              after
      the time of disclosure becomes public knowledge (except due to the action
      of the receiving party);

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      receiving party had within its possession at the time of disclosure;
      or

            


    

    


    
      	
            	
              (v)

            	
              is
      ordered disclosed by a Court of proper
  jurisdiction.

            


    

    


    6.4         Consent to Merger and Voting
of
Shares.              By
their execution of this Agreement, each of the ETI Stockholders (subject only to
satisfaction of the conditions precedent set forth in Section 5.1), on one hand,
and Oaktree (subject only to satisfaction of the conditions precedent set forth
in Section 5.2), on the other hand, do hereby irrevocably and unconditionally
covenant and agree, to consent to the Merger, and (if legally required) vote all
of their voting shares of ETI Common Stock IN FAVOR of the Merger and all
other transactions contemplated hereby.

    


    6.5         Culinary Group Financial
Statements.

     

    (a)           Prior
to the Closing Date, the Culinary Group shall prepare and deliver to Oaktree an
audit of the Culinary Group’s combined financial statements prepared by the
auditor regularly engaged by Oaktree or another accounting firm certified by the
Public Company Accounting Oversight Board (“PCAOB”) to audit the
financials of public reporting companies in the United States for the two (2)
fiscal years ended December 31, 2008 and December 31, 2009 (the “PCAOB Audit”).  In
addition, the Culinary Group shall furnish to Oaktree the unaudited combined
balance sheets and statements of operations for such interim fiscal periods in
2009 and 2010 through the date of Closing, as may be required under Regulation
S-X promulgated under the Securities Act of 1933, as amended.

     

    (b)           The
PCAOB Audits referred to above shall be conducted by the existing auditors for
Oaktree.

     

    (c)           The
parties hereto agree that the Culinary Group shall be responsible to pay the
first $35,000 of such PCAOB Audit fees and Oaktree shall be responsible for any
amounts in excess of $35,000.  Notwithstanding the foregoing, in the
event that the Transactions contemplated hereby are not consummated, solely as
a result of a breach of any material representation and warranty on the part of
Oaktree, or the failure of Oaktree to perform any material covenant and
agreement set forth herein in such event, Oaktree shall be obligated to
reimburse the Culinary Group for all actual expenditures made by the Culinary
Group in connection with such PCAOB Audit; such reimbursement to be paid in full
by a date which shall be not later than thirty (30) days following the
termination of the Transactions contemplated hereby.


    
      
         


      

      
        - 19
-

        
          

        

      

      
         


      

    

    


    6.6         Boards of
Directors.           For
so long as they shall continue to own at least [fifty percent (50%)] of the
Closing Merger Consideration, the Board of Directors of the Surviving
Corporation shall consist of five (5) Persons, two (2) of whom shall be J.
Monaco and H. Kaplan and three (3) of which directors shall
be Persons designated by Oaktree.

    


    6.7         Lock-up
Agreements.           On
the Effective Time of the Merger, each of the ETI Stockholders shall execute and
deliver to Oaktree identical agreements (the “Lock-up Agreements”), pursuant
to which the ETI Stockholders shall agree not to effect any public sales of
their Oaktree Common Stock for a minimum of 12 months from the Effective Time of
the Merger.

    


    6.8         Indemnification of Officers
and
Directors.           It
is the intention of the Parties that Oaktree shall indemnify its officers and
directors to the fullest extent permitted by Delaware law.  In such
connection, the Parties agree not to amend the certificates of incorporation or
by-laws of Oaktree if such amendment shall have the effect of reducing,
terminating or otherwise adversely affecting the indemnification rights and
privileges applicable to officers and directors of Oaktree, as the same are in
effect immediately prior to the Effective Time of the Merger.

    


    6.9         Expenses.           It
is understood and agreed that following the execution of this Agreement, except
as set forth in Section 6.5, any and all expenses with respect to any filings,
documentation and related matters with respect to the consummation of the
transactions contemplated hereby, including all filings required to be made to
obtain the Department of Education of the State of New York’s approval of this
transaction, shall be the sole responsibility of Oaktree and ETI shall not be
responsible for any such expenses or fees associated with such filings;
provided, however, that ETI shall fully cooperate and execute all required
documents as indicated.

    


    6.10       Specific
Performance.

    


    (a)           Each
of ETI and the ETI Stockholders acknowledge and agree that, absent only
a  breach by Oaktree of their representations and warranties or the
failure on the part of Oaktree to perform any of their  covenants and
agreements contained herein, if ETI or the ETI Stockholders shall fail or refuse
to timely perform any of its covenants and agreements contained herein that
would make it impossible or impracticable for Oaktree to consummate by the
Outside Closing Date the transactions contemplated hereby and thereby, Oaktree
would have no adequate remedy at law.

    


    (b)           Accordingly,
each of ETI and the ETI Stockholders do hereby agree that, in addition to any
other remedies available to it or them at law or in equity, Oaktree, or its
legal representatives, may seek and obtain from any federal or state court of
competent jurisdiction in New York, New York, specific performance of this
Agreement.  Each of the Parties do hereby consent to the jurisdiction
of such federal or state court of competent jurisdiction in New York, New
York.


    
      
         


      

      
        - 20
-

        
          

        

      

      
         


      

    

    


    ARTICLE
VII  - TERMINATION.

    


    7.1         Termination by the
Parties.  If the Closing has not occurred by the close of business
on the Outside Closing Date, then any Party hereto may thereafter terminate this
Agreement by written notice to such effect, to the other Parties hereto, without
liability of or to any Party to this Agreement or any shareholder, director,
officer, employee or representative of such Party, except for expenses
contemplated in Section 6.5(c), unless the reason for Closing having not
occurred is:

    


    (a)           such
terminating Party’s breach of its obligations, covenants or commitments in this
Agreement, or

    


    (b)           if
all of the conditions to such terminating Party’s obligations set forth in
Section 5.1 or Section 5.2, as applicable, have been satisfied or waived in
writing by the date scheduled for the Closing, and, notwithstanding such
satisfaction or waiver, such terminating Party fails or refuses to close the
transactions contemplated by this Agreement.

    


    ARTICLE VIII
-  SURVIVAL OF REPRESENTATIONS AND WARRANTIES

    


    8.1         Notwithstanding
any right of either Party to investigate the affairs of the other party and its
Shareholders, each Party has the right to rely fully upon representations,
warranties, covenants and agreements of the other Parties contained in this
Agreement or in any document delivered to one by the other or any of their
representatives, in connection with the transactions contemplated by this
Agreement.

    


    ARTICLE IX - DISPUTE
RESOLUTION; NON-COMPETITION.

    


    9.1         Resolution of
Disputes.  Except as otherwise provided in Section 6.10 above or in
Section 9.2 below, any dispute arising under this Agreement which cannot be
resolved among the Parties shall be submitted to final and binding arbitration
in accordance with the then prevailing rules and regulations of the American
Arbitration Association (the “AAA”), located in New York,
New York.  There shall be three arbitrators, one selected by the
claimant, one selected by the respondent and the third arbitrator selected by
the AAA.  The decision and award of the arbitrators shall be final and
binding upon all Parties and may be enforced in any federal or state court of
competent jurisdiction.   Service of process on any one or more
Parties in connection with any such arbitration may be made by registered or
certified mail, return receipt requested or by email or facsimile
transmission.  Costs of arbitration shall allocated by the
arbitrators, and in the absence of any such allocation, shall be paid by the
losing party

    


    9.2         Non-Competition,
Non-Solicitation and Non-Disclosure.

    


    (a)           General.  In
order to induce Oaktree to enter into this Agreement and to consummate the
transactions contemplated hereby, each the ETI Stockholders hereby acknowledges
that he or his affiliates is a beneficiary of the Oaktree Common Stock, and the
ETI Stockholders do hereby, jointly and severally, covenant and agree as
follows:


    
      
         


      

      
        - 21
-

        
          

        

      

      
         


      

    


    (i)           Each
of J. Monaco and H. Kaplan and their respective Affiliates shall not for a
period of four (4) years from and after the Closing Date: (A) directly or
indirectly acquire or own in any manner any interest in any person, firm,
partnership, corporation, association or other entity which engages or plans to
engage in a business that competes with the business conducted by each member of
the Culinary Group as conducted on the Closing Date and during such three (3)
year period (the “Business”) in any State of the
United States which any member of the Culinary Group conducts its Business (the
“Territory”); (B) be
employed by or serve as an employee, agent, officer, director of, or as a
consultant to, any person, firm, partnership, corporation, association or other
entity which competes or plans to compete in any way with the Business; (C)
utilize his or its special knowledge of the Business and his or its
relationships with customers, suppliers and others to compete with the Business
conducted by the Culinary Group; provided,
however, that nothing herein shall be deemed to prevent any ETI
Management Stockholder or his Affiliates from acquiring through market purchases
and owning, solely as an investment, less than five (5%) percent in the
aggregate of the equity securities of any class of any issuer whose shares are
registered under §12(b) or 12(g) of the Securities Exchange Act of 1934, as
amended, and are listed or admitted for trading on any United States national
securities exchange or are quoted on the National Association of Securities
Dealers Automated Quotation System, or any similar system of automated
dissemination of quotations of securities prices in common use, so long as such
ETI Management Stockholder or his or its  Affiliates is not a member
of any “control group” (within the meaning of the rules and regulations of the
United States Securities and Exchange Commission) of any such
issuer.

    


    Each of
the ETI Management Stockholders acknowledges and agrees that (a) the covenants
provided for in this Section 9.2(a) are reasonable and necessary in terms of
time, area and line of business to protect ETI’s good will and trade secrets,
(b) such covenants are reasonable and necessary in terms of time, area and line
of business to protect the legitimate business interests of each of Oaktree and
ETI, which include their interests in protecting their (x) valuable confidential
business information, (y) substantial relationships with clients, supplier and
customers, and (z) customer goodwill associated with the ongoing
Business.  The ETI Management Stockholders and their Affiliates
expressly authorizes the enforcement of the covenants provided for in this
Section 9.2(a) by (A) Oaktree, (B) ETI, and (C) any successors to the Business
of Oaktree or ETI.  To the extent that the covenants provided for in
this Section 9.2(a) may later be deemed by a court to be too broad to be
enforced with respect to its duration or with respect to any particular activity
or geographic area, the court making such determination shall have the power to
reduce the duration or scope of the provision, and to add or delete specific
words or phrases to or from the provision.  The provision as modified
shall then be enforced.

    


    (ii)           The
ETI Management Stockholders and their Affiliates shall not for a period of four
(4) years from the Closing Date, directly or indirectly, for themselves or for
any other person, firm, corporation, partnership, association or other entity
(including the ETI Management Stockholders), (i) attempt to employ or enter into
any contractual arrangement with any employee or former employee of the Business
then being conducted by the Culinary Group, unless such employee or former
employee has not been employed by the Business then being conducted by the
Culinary Group for a period in excess of one year, and/or (ii) call on or
solicit any of the actual or targeted prospective customers or clients of the
Business, nor shall the ETI Management Stockholders or his or its Affiliates
make known the names and addresses of such customers or any information relating
in any manner to any member of the Culinary Group’s trade or business
relationships with such customers.


    
      
         


      

      
        - 22
-

        
          

        

      

      
         


      

    


    (iii)           The
ETI Management Stockholders and their Affiliates shall not at any time (except
internally among the ETI Management Stockholders) divulge, communicate, use to
the detriment of Oaktree or ETI, or for the benefit of any other Person or
Persons, or misuse in any way, any “Confidential Information” (as
hereinafter defined) pertaining to the Business.  Any Confidential
Information or data now known or hereafter acquired by the ETI Management
Stockholders or their Affiliates with respect to the Business shall be deemed a
valuable, special and unique asset of Oaktree and ETI and is received by the ETI
Management Stockholders in confidence and as a fiduciary, and the ETI Management
Stockholders and their Affiliates shall remain a fiduciary to Oaktree and ETI
with respect to all of such information.  As used herein the term
“Confidential Information” shall mean all information or material that has or
could have commercial value or other utility in the Business of Oaktree and its
subsidiaries.  Confidential Information also includes all information
of which unauthorized disclosure could be detrimental to the interests of
Company or its subsidiaries or affiliates whether or not such information is
identified as confidential information by Oaktree and its
subsidiaries.  By example and without limitation, Confidential
Information includes, but is not limited to, any and all information of the
following or similar nature, whether or not reduced to writing: customer lists,
customer and supplier identities and characteristics, agreements, marketing
knowledge and information, sales figures, pricing information, marketing plans
and business plans, strategies, forecasts, financial information, budgets,
software, research papers, projections, procedures, routines, quality control
and manufacturing procedures, processes, formulas, trade secrets, innovations,
inventions, discoveries, improvements, research or development and test results,
specifications, data, know-how, formats, plans, sketches, specifications,
drawings, models, and any other information or procedures that are treated as or
designated secret or confidential by Oaktree and its subsidiaries or its
customers or potential customers.  Notwithstanding the foregoing,
“Confidential Information” shall not mean or include information that: (a) was
in the recipient’s possession prior to its being furnished to the recipient
under the terms of this Agreement, provided the source of that information was
not known by the recipient to be bound by a confidentiality agreement with or
other continual, legal or fiduciary obligation of confidentiality to Oaktree and
its subsidiaries; (b) is now, or hereafter becomes, through no act or failure to
act on the part of recipient, generally known to the public; (c) is rightfully
obtained by the recipient from a third party, without breach of any obligation
to Oaktree or its subsidiaries; or (d) is independently developed by Recipient
without use of or reference to the Confidential Information.

    


    (b)           Injunction.  It
is recognized and hereby acknowledged by the Parties hereto that a breach or
violation by any ETI Management Stockholders or any of its or his Affiliates of
any or all of the covenants and agreements contained in this Section 9.2 may
cause irreparable harm and damage to  Oaktree in a monetary amount
which may be virtually impossible to ascertain.  As a result, each of
the ETI Management Stockholders recognizes and hereby acknowledges that Oaktree
or any one or more member of the Culinary Group shall be entitled to an
injunction from any court of competent jurisdiction enjoining and restraining
any breach or violation of any or all of the covenants and agreements contained
in this Section 9.2 by such ETI Management Stockholder and/or any of his or its
Affiliates,  and that such right to injunction shall be cumulative and
in addition to whatever other rights or remedies that Oaktree or any member of
the Culinary Group may possess hereunder, at law or in
equity.  Nothing contained in this Section 9.2 shall be construed to
prevent Oaktree or the Culinary Group from seeking and recovering from an ETI
Management Stockholder or its or his Affiliates damages sustained by it as a
result of any breach or violation by such ETI Management Stockholder or its or
his Affiliates of any of the covenants or agreements contained
herein.

    


    ARTICLE X
-  MISCELLANEOUS

    


    10.1       Waivers.  The
waiver of a breach of this Agreement or the failure of any party hereto to
exercise any right under this Agreement shall in no way constitute waiver as to
future breach whether similar or dissimilar in nature or as to the exercise of
any further right under this Agreement.

    


    10.2       Amendment.  This
Agreement may be amended or modified only by an instrument of equal formality
signed by all of the Parties or the duly authorized representatives of the
respective Parties.

    


    10.3       Assignment.  This
Agreement is not assignable except by operation of law.

    


    10.4       Notice.  Until
otherwise specified in writing, the mailing addresses, email addresses, and fax
numbers of the Parties of this Agreement shall be as follows:


    
      
         


      

      
        - 23
-

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              To:
      Oaktree
      AND MERGERCO::

            


    

    


    Oak Tree Educational Group,
Inc.

    845 Third Avenue

    Sixth Floor

    New York, NY 10022

    Attn: Anil Narang,
President

    Fax: 203-222-9226

    Email: anarang1@aol.com

    


    
      	
              with
      a copy to:

            	
              Stephen
      A. Weiss, Esq.

            


    

    Hodgson Russ, LLP

    1540 Broadway

    24th
Floor

    New York, NY 10036

    (212) 751-4300

    email:  sweiss@hodgsonruss.com

    


    
      	
              and
      to  :

            	
              Jonathan
      Turkel, Esq.

            


    

    44 Wall Street, 2nd
floor

    New York, NY 10005

    Fax: (212) 785 3294

    Email:
jonathanturkel@hotmail.com

    


    To: ETI and the
ETI Stockholders:

    


    Educational Training Institute,
Inc

    424 West
33rd
Street

    New York,
NY 10001

    Attn:       Joseph
Monaco, Jr. and Harold Kaplan

    Fax:        (212)
__-____

    Email:    jmonaco@edtraining.com

    hkaplan@edtraining.com

    


    
      	
              with
      a copy to:

            	
              Louis
      Taubman, Esq.

            


    

    Rachael Schmeirer, Esq.

    Hunter Leser Taubman & Taubman,
LLC

    17 State Street

    20th
Floor

    New York, NY 10004

    Fax:       (212)
202-6380

    email:    lou@lhttlaw.com

    


    Any
notice or statement given under this Agreement shall be deemed to have been
given 3 business days after delivery to the US mail system if sent by registered
mail, one business day after delivery, if sent by recognized overnight courier,
or when given if sent by facsimile (with receipt retained), addressed or faxed
to the other party at the address or facsimile number indicated above or at such
other address or facsimile number which shall have been furnished in writing to
the addressor in the manner set forth in this Section 10.4.


    
      
         


      

      
        - 24
-

        
          

        

      

      
         


      

    

    


    10.5           Governing
Law.  This Agreement shall be construed, and the legal
relations between the Parties determined, in accordance with the laws of the
State of New York, thereby precluding any choice of law rules which may direct
the application of the laws of any other jurisdiction.

    


    10.6           Publicity.  No
publicity release or announcement concerning this Agreement or the transactions
contemplated hereby shall be issued by any Party hereto at any time from the
signing hereof without advance approval in writing of the form and substance by
the other Parties.

    


    10.7           Entire
Agreement.  This Agreement (including the Schedules to be
attached hereto) and the collateral agreements executed in connection with the
consummation of the transactions contemplated herein contain the entire
agreement among the Parties with respect to the transactions contemplated
hereby, and supersedes all prior agreements, written or oral, with respect
hereof.

    


    10.8           Headings.  The
headings in this Agreement are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Agreement.

    


    10.9           Severability of
Provisions.  The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or provision of this
Agreement shall in no way affect the validity or enforcement of any other
provision or any part thereof.

    


    10.10        Counterparts.  This
Agreement may be executed in any number of counterparts, each of which when so
executed, shall constitute an original copy hereof, but all of which together
shall consider but one and the same document.

    


    10.11        Facsimile and PDF
Signatures.    This Agreement may be executed and
delivered by facsimile and/or electronic pdf signatures; each of which shall
have the same effect as an original signature.

    


    10.12        Binding
Effect.  This Agreement shall be binding upon the Parties
hereto and inure to the benefit of the Parties, their respective heirs,
administrators, executors, successors and assigns.

    


    [the
balance of this page intentionally left blank – signature pages
follow]


    
      
         


      

      
        - 25
-

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement on the date first above
written.

    


    
      
        
          
            
              	
                      ATTEST:

                    	 
      	
                      FLORHAM
      CONSULTING CORP.

                    
	 
      	 
      	
                      (to
      be renamed OAK TREE

                    
	 
      	 
      	
                      EDUCATIONAL
      GROUP, INC.)

                    
	 
      	 
      	
                      (a
      Delaware corporation)

                    
	 
      	 
      	 
      
	
                        

                    	 
      	 
      
	
                      Jonathan
      Turkel

                    	 
      	
                      By:

                    	
                        

                    
	
                      Assistant
      Secretary

                    	 
      	 
      	
                      Anil
      Narang, President

                    
	 
      	 
      	 
      
	
                      ATTEST:

                    	 
      	
                      EDUCATIONAL
      TRAINING INSTITUTE, INC.

                    
	 
      	 
      	
                      (a
      New York corporation)

                    
	 
      	 
      	 
      
	
                        

                    	 
      	
                      By:

                    	
                        

                    
	
                      Secretary

                    	 
      	 
      	
                      Joseph
      Monaco,

                    
	 	 	 	
                      President
      and CEO

                    
	 
      	 
      	 
      
	
                      ATTEST:

                    	 
      	
                      ETI
      ACQUISITION CORP.

                    
	 
      	 
      	
                      (a
      New York corporation)

                    
	 
      	 
      	 
      
	
                        

                    	 
      	
                      By:

                    	
                        

                    
	
                      Secretary

                    	 
      	 
      	
                      Joseph
      J. Bianco,

                    
	 
      	 
      	 
      	
                      President
      and CEO

                    


            

          

        

      

    

    


    
      
        
          
            	
                    ETI STOCKHOLDERS:

                  
	 
      
	
                      

                  
	
                     
      JOSEPH MONACO

                  
	 
      
	
                      

                  
	
                     
      HAROLD KAPLAN

                  
	 
      
	
                      

                  
	
                     
      DENISE  MONACO

                  
	 
      
	
                      

                  
	
                     
      CHERI KAPLAN

                  
	 
      
	
                      

                  
	
                     
      ALEXANDRA  MONACO

                  
	 
      
	
                      

                  
	
                     
      BRITTANY
KAPLAN

                  


          

        

      

    


    
      
         


      

      
        - 26
-