SHARE
      EXCHANGE AGREEMENT 


    


    by
      and
      among


    


    ZEROS
      & ONES, INC.

    a
      Nevada
      Corporation,

    


    


    ROCKETSTREAM
      HOLDING CORPORATION

    a
      Nevada
      Corporation

    


    and
      


    


    


    ROCKETSTREAM
      HOLDING CORPORATION SHAREHOLDERS

    


    


    


    


    Dated
      as
      of May 10, 2006

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    



    This
      SHARE EXCHANGE AGREEMENT
      (this
“Agreement”) is made and entered into as of May 10, 2006, by and among Zeros
& Ones, Inc., a Nevada corporation (“Zeros"), Rocketstream Holding
      Corporation, a Nevada corporation (“RHC”), and each of the RHC Shareholders
      listed on Schedule 1 hereto (the "RHC Shareholders"), with reference to the
      following:


     

    RECITALS

    


    A. This
      Agreement provides for the acquisition by Zeros of all of the issued and
      outstanding shares of capital stock of RHC, such that RHC shall become a wholly
      owned subsidiary of Zeros, and the issuance in exchange therefore of 48,235,000
      shares of restricted common stock of Zeros to the RHC Shareholders.


    


    B. The
      board
      of directors and shareholders of RHC and the board of directors of Zeros have
      determined, subject to the terms and conditions set forth in this Agreement,
      that the transactions contemplated hereby are desirable and in the best
      interests of the parties hereto. 

    


    C.
      The
      parties to this Agreement desire that the transaction contemplated by the
      provisions of this Agreement satisfy the requirements of Section 368 of the
      Internal Revenue Code of 1986, as amended, and the regulations promulgated
      pursuant thereto.

     

    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth and the mutual benefits to the parties to be derived herefrom, it
      is
      hereby agreed as follows:

    


    ARTICLE
      I

    


    REPRESENTATIONS
      AND WARRANTIES OF ZEROS 

    


    As
      an
      inducement to and to obtain the reliance of RHC, Zeros represents and warrants
      as follows:

    


    Section
      1.1 Organization.
      Zeros
      is
      a corporation duly organized, validly existing, and in good standing under
      the
      laws of Nevada and has the corporate power and is duly authorized and qualified
      under all applicable laws, regulations, ordinances and orders of public
      authorities to own all of its properties and assets and to carry on its business
      in all material respects as it is now being conducted, including qualification
      to do business as a foreign corporation in any jurisdiction in which the
      character and location of the assets owned by it or the nature of the business
      transacted by it requires qualification. 

    


    Section
      1.2 Capitalization. The
      authorized capitalization of Zeros consists of 100,000,000 shares of common
      stock, $0.001 par value per share (“Zeros Common Shares”) and 2,000,000 shares
      of preferred stock. As of the date hereof, Zeros has 43,560,002 Zeros Common
      Shares issued and outstanding and no preferred stock issued and outstanding.
      All
      issued and outstanding Zeros Common Shares of Zeros are legally issued, fully
      paid and nonassessable and are not issued in violation of the preemptive or
      other rights of any person. 

    


    Section
      1.4  Subsidiaries. Zeros
      does not own directly or indirectly, any capital stock or have any interest
      in
      any other corporation, partnership or other form of business
      organization.

    


    Section
      1.5 Title
      and Related Matters. Zeros
      has
      good and marketable title to and is the sole and exclusive owner of all of
      its
      properties, inventory, interests in properties and assets, real and personal
      (collectively, the "Assets") which are reflected in its most recent balance
      sheet or were acquired after the date thereof (except properties, interests
      in
      properties and assets sold or otherwise disposed of since such date in the
      ordinary course of business), free and clear of all liens, pledges, charges
      or
      encumbrances. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      1.6 No
      Conflict With Other Instruments. 
      To
      Zeros’ knowledge, the execution of this Agreement and the consummation of the
      transactions contemplated by hereby will not result in the breach of any term
      or
      provision of, or constitute an event of default under, any material contract,
      agreement or instrument to which Zeros is a party or to which any of its
      properties or operations are subject.

    


    Section
      1.7 Compliance
      With Laws and Regulations.
      To
      Zeros’ knowledge, Zeros has complied with all applicable statutes and
      regulations of any federal, state or other governmental entity or agency
      thereof, except to the extent that noncompliance would not materially and
      adversely affect the business, operations, properties, assets or financial
      condition of Zeros or would not result in Zeros’ incurring any material
      liability.

    


    Section
      1.8 Acquisition
      for Investment.
      Zeros
      is acquiring the RHC Shares for investment, and not with a view to or for sale
      in connection with any distribution thereof. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      II


     

    REPRESENTATIONS
      AND WARRANTIES

    OF
      RHC AND RHC SHAREHOLDERS

    


    As
      an
      inducement to, and to obtain the reliance of Zeros, RHC and the RHC Shareholders
      represent and warrant, jointly and severally, as follows:

    


    Section
      2.1 Organization. RHC
      is a
      corporation duly organized, validly existing and in good standing under the
      laws
      of Nevada and has the corporate power and is duly authorized and qualified
      under
      all applicable laws, regulations, ordinances and orders of public authorities
      to
      own all of its properties and assets and to carry on its business in all
      material respects as it plans to conduct. The execution, delivery and
      performance of this Agreement do not and the consummation of the transactions
      contemplated by this Agreement in accordance with the terms hereof will not,
      violate any provision of RHC's Articles of Incorporation or Bylaws. RHC has
      full
      power, authority and legal right and has taken all action required by law,
      its
      Articles of Incorporation and Bylaws or otherwise to authorize the execution
      and
      delivery of this Agreement. 

    


    Section
      2.2 Capitalization. The
      authorized capitalization of RHC consists of 100,000 shares of Common Stock,
      $.001 par value, of which 48,235 shares (the “RHC Shares”) are presently, and
      will be immediately prior to the Closing, issued and outstanding. RHC has no
      preferred shares issued or authorized. The RHC Shareholders are the sole
      beneficial and record owners of the RHC Shares, and such RHC Shareholders
      presently have and at the Closing will have the unqualified right to transfer
      and dispose of such RHC Shares. All issued and outstanding shares are legally
      issued, fully paid and nonassessable and are not issued in violation of the
      preemptive or other rights of any person. 

    


    Section
      2.3 Options
      and Warrants.
      There
      are no outstanding options, warrants, calls, convertible securities, or rights
      of any kind to acquire any securities of RHC. 

    


    Section
      2.4  Subsidiaries. RHC
      does
      not own directly or indirectly, any capital stock or have any interest in any
      corporation, partnership or other form of business organization other than
      RocketStream, Inc., a Georgia corporation (“RS”). RHC owns 100% of the
      outstanding shares of RS. Unless the context herein requires otherwise, all
      references in this Section 2 to RHC includes RS.

    


    Section
      2.6 Liabilities.
      Except
      as set forth in Schedule 2.7, RHC has no liabilities or obligations (whether
      known or unknown, contingent or absolute, matured, unmatured or otherwise)
      that
      are not reflected or reserved against in the Financial Statements, including,
      without limitation, any liabilities with respect to the payment of any country,
      federal, state, county, local or other taxes (including any deficiencies,
      interest or penalties).

    


    Section
      2.7 Absence
      of Certain Changes or Events. Since
      May
      1, 2006:

    


    (a) RHC
      has
      not: (i) amended its Articles of Incorporation or Bylaws; (ii) waived any rights
      of value which individually or in the aggregate are material considering the
      business of RHC; or (iii) made any accrual or arrangement for or payment of
      bonuses or special compensation of any kind or any severance or termination
      pay
      to any present or former officer or employee; 

    


    (b) RHC
      has
      not: (i) granted or agreed to grant any options, warrants or other rights for
      its certificates, bonds or other corporate securities calling for the issuance
      thereof, which option, warrant or other right has not been canceled as of the
      Closing Date; (ii) borrowed or agreed to borrow any funds or incurred or become
      subject to, any material obligation or liability (absolute or contingent) except
      liabilities incurred in the ordinary course of business; 

    


    (c) RHC
      has
      not become subject to any law or regulation which materially and adversely
      affects, or in the future may adversely affect, the business, operations,
      properties, assets or financial condition of RHC . 

    


    Section
      2.8 Litigation
      and Proceedings. There
      are
      no actions, suits, proceedings or investigations pending or, to RHC’s best
      knowledge, threatened by or against RHC, affecting RHC or its properties, at
      law
      or in equity, before any court or other governmental agency or instrumentality,
      domestic or foreign or before any arbitrator of any kind that would have a
      material adverse affect on the business, operations or financial condition
      of
      RHC. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      2.9 No
      Conflict With Other Instruments. 
      The
      execution, delivery and performance of this Agreement and the consummation
      of
      the transactions contemplated hereby will not result in the breach of any term
      or provision of, or constitute an event of default under, any contract,
      agreement or instrument to which RHC is a party or to which any of its
      properties or operations are subject.

    


    Section
      2.10 Authorizations;
      Permits; Licenses. RHC
      has
      all licenses, franchises, permits or other governmental authorizations legally
      required to enable RHC to conduct its business as conducted on the date hereof.
      Except for compliance with federal and state securities and corporation laws,
      as
      hereinafter provided, no authorization, approval, consent or order of, or
      registration, declaration or filing with, any court or other governmental body
      is required in connection with the execution, delivery and performance by RHC
      of
      this Agreement and the consummation of RHC of the transactions contemplated
      hereby.

    


    Section
      2.12 Compliance
      With Laws and Regulations.
      RHC has
      complied with all applicable statutes and regulations of any federal, state
      or
      other governmental entity or agency thereof, except to the extent that
      noncompliance would not materially and adversely affect the business,
      operations, properties, assets or financial condition of RHC or would not result
      in RHC's incurring any material liability.

    


    Section
      2.13 Authority. RHC
      and
      each of the RHC Shareholders has full power and authority to enter into this
      Agreement and to carry out the transactions contemplated hereby. The execution
      and delivery of this Agreement and the consummation of the transactions
      contemplated hereby have been duly authorized and approved by all of the RHC
      Shareholders and the board of directors of RHC and no other corporate or other
      proceedings on the part of RHC or the RHC Shareholders are necessary to
      authorize this Agreement and the transactions contemplated hereby.

    


    Section
      2.14 Information. The
      information concerning RHC as set forth in this Agreement is complete and
      accurate in all material respects and does not contain any untrue statement
      of a
      material fact or omit to state a material fact required to make the statements
      made, in light of the circumstances under which they were made, not
      misleading.

    


    Section
      2.15 Securities
      Laws.
      The RHC
      Shareholders acknowledge that the Zeros Common Shares to be delivered pursuant
      to this Agreement are not being registered under the Securities Act of 1933,
      as
      amended (the "Securities Act"), on the ground that the offer and sale of the
      Zeros Common Shares are exempt from the registration provisions of Section
      5 of
      the Securities Act pursuant to Section 4(2) thereof, as transactions by an
      issuer not involving any public offering, and/or may be deemed not to involve
      an
      offer or sale within the meaning of Section 5 of the Securities Act pursuant
      to
      Regulation D promulgated thereunder, and that the Zeros Common Shares being
      delivered pursuant hereto may not be resold in any transaction subject to
      Section 5 of the Securities Act unless registered or an exemption from
      registration is available for such sale, and that the certificates representing
      such Zeros Common Shares will bear substantially the following legend:


    


    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”),
      OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION OR QUALIFICATION
      AFFORDED BY SUCH SECURITIES LAWS, AND HAVE BEEN ACQUIRED BY THE HOLDER FOR
      INVESTMENT PURPOSES ONLY. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED,
      ASSIGNED OR HYPOTHECATED, OR OFFERED FOR SALE, TRANSFER, ASSIGNMENT OR
      HYPOTHECATION, WITHIN THE UNITED STATES OR ANY OF ITS TERRITORIES OR TO A UNITED
      STATES PERSON, UNLESS (i) THE SECURITIES ARE REGISTERED UNDER SECTION 5 OF
      THE
      SECURITIES ACT, OR (ii) THE PROPOSED TRANSACTION IS EXEMPT FROM THE REGISTRATION
      AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT. THE TRANSFER AGENT
      (OR THE COMPANY IF THEN ACTING AS ITS TRANSFER AGENT) WILL REFUSE TO TRANSFER
      THESE SECURITIES UNLESS PRESENTED WITH A WRITTEN OPINION SATISFACTORY TO COUNSEL
      FOR THE COMPANY (OR A NO-ACTION OR INTERPRETIVE LETTER FROM THE UNITED STATES
      SECURITIES AND EXCHANGE COMMISSION) TO THE EFFECT THAT SUCH REGISTRATION IS
      NOT
      REQUIRED UNDER THE CIRCUMSTANCES OF SUCH SALE, TRANSFER, ASSIGNMENT OR
      HYPOTHECATION.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      2.16 Acquisition for Investment.
      The
      Zeros Common Shares to be delivered pursuant to this Agreement are being
      acquired by the RHC Shareholders for investment and not with a view to or for
      sale in connection with any distribution thereof. 


    


    ARTICLE
      III


     

    EXCHANGE
      PROCEDURE; CLOSING

    


    Section
      3.1 Share
      Exchange/Delivery of RHC Shares.
      At the
      Closing, the holders of RHC Shares (or any other outstanding security of RHC,
      including, but not limited to, options, warrants, conversion rights or other
      equity interests) shall deliver to Zeros (i) certificates or other documents
      evidencing all of the issued and outstanding RHC Shares (and any other
      outstanding security of RHC, including, but not limited to, options warrants,
      conversion rights or other equity interests), duly endorsed in blank or with
      executed powers attached thereto in transferable form, such that RHC shall
      become a wholly owned subsidiary of Zeros as of the Closing. 

    


    Section
      3.2 Issuance
      of Zeros Common Shares. In
      exchange for all of the RHC Shares delivered to Zeros pursuant to Section 3.1
      above, Zeros shall issue one thousand shares for each RHC Share, for an
      aggregate of 48,235,000 "restricted" Zeros Common Shares to the RHC
      Shareholders, with each such RHC Shareholder to receive that number of Zeros
      Common Shares set forth opposite such RHC Shareholder’s name on Schedule I
      hereto. Such shares shall be "restricted" in accordance with Rule 144 of the
      Securities Act of 1933.

    


    Section
      3.3 Closing. The
      closing of the transactions contemplated by this Agreement (the “Closing”) shall
      take place at 10:00 am Pacific Time at the offices of Richardson & Patel
      LLP, 10900 Wilshire Blvd, Suite 500, Los Angeles, California be on or before
      May
      10, 2006 or on such other date as may be mutually agreed upon by the parties
      (the “Closing Date”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    ARTICLE
      IV

    


    DIRECTORS

    


    Section
      4.1 Directors
      of RHC After Acquisition.
      Deleted. 

    


    ARTICLE
      V


     

    SPECIAL
      COVENANTS

    


    Section
      5.1 Access
      to Properties and Records.
      Prior to
      the Closing, RHC will afford to the officers and authorized representatives
      of
      Zeros the full access to the properties, books and records of RHC, in order
      that
      Zeros may have full opportunity to make such reasonable investigation as it
      shall desire to make of the affairs of RHC, and will furnish Zeros with such
      additional financial and operating data and other information as to the business
      and properties of RHC as Zeros shall from time to time reasonably
      request.

     

    Section
      5.2 Mutual
      Release with Fairbairn.
      Scott
      Fairbairn and Zeros, and, as the case may be, its/his past and present
      employees, officers, directors, agents, executors, administrators, trustees,
      partners, members, managers, representatives, parents, subsidiaries, controlled
      entities and affiliates, successors and assigns, forever discharge and release
      the other party, Zeros or Scott Fairbairn, as the case may be, and each of
      its/his past and present employees, officers, directors, agents, attorneys,
      insurers, representatives, assigns, subsidiaries, parents, predecessors,
      successors and related entities from any and all claims, damages, actions,
      judgments, obligations, attorneys' fees, indemnities, subrogations, duties,
      demands, controversies and liabilities of every nature at law or in equity,
      liquidated, or unliquidated, known or unknown, matured or unmatured, foreseeable
      or unforeseeable, which they had or have arising out of any circumstance, thing,
      or event alleged, or arising out of the Agreement of Purchase and Sale of Assets
      entered into by and between Zeros and Fairbairn as of November 18,
      2003.

    


    Section
      5.3 Mutual
      Release with Laisure.
      Mark
      Laisure and Zeros, and, as the case may be, its/his past and present employees,
      officers, directors, agents, executors, administrators, trustees, partners,
      members, managers, representatives, parents, subsidiaries, controlled entities
      and affiliates, successors and assigns, forever discharge and release the other
      party, Zeros or Laisure, as the case may be, and each of its/his past and
      present employees, officers, directors, agents, attorneys, insurers,
      representatives, assigns, subsidiaries, parents, predecessors, successors and
      related entities from any and all claims, damages, actions, judgments,
      obligations, attorneys' fees, indemnities, subrogations, duties, demands,
      controversies and liabilities of every nature at law or in equity, liquidated,
      or unliquidated, known or unknown, matured or unmatured, foreseeable or
      unforeseeable, which they had or have arising out of any circumstance, thing,
      or
      event alleged, or arising out of any verbal or written agreement for Zeros
      to
      acquire shares or assets of M Holdings, Inc., a California corporation entered
      into in 2003.

    


    Section
      5.4 Registration
      Rights.
      If (but
      without any obligation to do so) Zeros proposes to register (including for
      this
      purpose a registration effected by Zeros for stockholders other than the RHC
      Shareholder (each a “Purchaser”)) any of its stock or other securities under the
      Securities Act in connection with the public offering of such securities solely
      for cash (other than a registration relating solely to the sale of securities
      to
      participants in an S-8, S-4, or any other registration on any form which does
      not include substantially the same information as would be required to be
      included in a registration statement covering the sale of the Zeros common
      stock
      acquired by Purchaser (“Registrable Securities”) or a registration in which the
      only Common Stock being registered is Common Stock issuable upon conversion
      of
      debt securities which are also being registered), Zeros shall, at such time,
      promptly give each Purchaser written notice of such registration. Upon the
      written request of each Purchaser given within fourteen (14) days after mailing
      of such notice by Zeros, Zeros shall, use its best efforts to cause to be
      registered under the Securities Act all of the Registrable Securities that
      such
      Purchaser has requested to be registered.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    ARTICLE
      VI

    


    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF ZEROS

    


    The
      obligations of Zeros under this Agreement are subject to the satisfaction,
      at or
      before the Closing, of the following conditions:

    


    Section
      6.1 Accuracy
      of Representations. The
      representations and warranties made by RHC in this Agreement were true when
      made
      and shall be true at the Closing with the same force and effect as if such
      representations and warranties were made at the Closing (except for changes
      therein permitted by this Agreement), and RHC shall have performed or complied
      with all covenants and conditions required by this Agreement to be performed
      or
      complied with by RHC prior to or at the Closing. 

    


    Section
      6.2 Shareholder
      and Director Approval. All
      of
      the directors and all of the holders of the issued and outstanding shares of
      Common Stock of RHC shall have approved this Agreement and the transactions
      contemplated hereby.

    


    Section
      6.3 No
      Material Adverse Change. Prior
      to
      the Closing Date, there shall not have occurred any material adverse change
      in
      the financial condition, business or operations of, nor shall any event have
      occurred which, with the lapse of time or the giving of notice, may cause or
      create any material adverse change in the financial condition, business or
      operations of RHC.

    


    Section
      6.4 Other
      Items. Zeros
      shall have received such further documents, certificates or instruments relating
      to the transactions contemplated hereby as Zeros may reasonably
      request.


    


    ARTICLE
      VII

    


    CONDITIONS
      PRECEDENT TO OBLIGATIONS OF RHC 

    


    The
      obligations of RHC under this Agreement are subject to the satisfaction, at
      or
      before the Closing (unless otherwise indicated herein), of the following
      conditions:

    


    Section
      7.1 Accuracy
      of Representations. The
      representations and warranties made by Zeros in this Agreement were true when
      made and shall be true as of the Closing (except for changes therein permitted
      by this Agreement) with the same force and effect as if such representations
      and
      warranties were made at and as of the Closing, and Zeros shall have performed
      and complied with all covenants and conditions required by this Agreement to
      be
      performed or complied with by Zeros prior to or at the Closing. 

    


    Section
      7.2 Director
      Approval.
      The
      board of directors of Zeros shall have approved this Agreement and the
      transactions contemplated hereby.

    


    Section
      7.3 No
      Material Adverse Change. 
      Prior to
      the Closing, there shall not have occurred any material adverse change in the
      financial condition, business or operations or nor shall any event have occurred
      which, with the lapse of time or the giving of notice, may cause or create
      any
      material adverse change in the financial condition, business or operations
      of
      Zeros.

    


    Section
      7.4 Other
      Items. RHC
      shall
      have received such further documents, certificates or instruments relating
      to
      the transactions contemplated hereby as RHC may reasonably request.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    ARTICLE
      VIII

    


    MISCELLANEOUS

    


    Section
      8.1 Brokers
      and Finders. Each
      party hereto hereby represents and warrants that it is under no obligation,
      express or implied, to pay any commission, brokerage or finder’s fees in
      connection with the bringing of the parties together in the negotiation,
      execution, or consummation of this Agreement. The parties each agree to
      indemnify the other against any claim by any third person for any commission,
      brokerage or finder's fee or other payment with respect to this Agreement or
      the
      transactions contemplated hereby based on any alleged agreement or understanding
      between the indemnifying party and such third person, whether express or implied
      from the actions of the indemnifying party.

    


    Section
      8.2 Governing
      Law.
      This
      Agreement shall be construed and interpreted in accordance with the laws of
      the
      State of California.

    


    Section
      8.3 Notices.
      Any
      notices or other communications required or permitted hereunder shall be deemed
      sufficiently given if personally delivered to it or sent by registered mail
      or
      certified mail, postage prepaid, or by prepaid telegram addressed as
      follows:

    


    If
      to
      Zeros: Mr.
      Mark
      Laisure

    Zeros
      and
      Ones, Inc.

    Chief
      Executive Officer

    1327
      Ocean Avenue

    Suite
      E

    Santa
      Monica, California 90401

    


     

    If
      to RHC
      : Mr.
      Scott
      Fairbairn

    Rocketstream
      Holding Corporation

    Chief
      Executive Officer

    27
      West
      Anapamu Street, Suite 252

    Santa
      Barbara, California 93101

    


     

    or
      such
      other addresses as shall be furnished in writing by any party in the manner
      for
      giving notices hereunder, and any such notice or communication shall be deemed
      to have given as of the date so delivered, mailed or telegraphed.

    


    Section
      8.4 Attorneys'
      Fees.
      In the
      event that any party institutes any action or suit to enforce this Agreement
      or
      to secure relief from any default hereunder or breach hereof, the breaching
      party or parties shall reimburse the non-breaching party or parties for all
      costs, including reasonable attorneys' fees, incurred in connection therewith
      and in enforcing or collecting any judgment rendered therein.

    


    Section
      8.5 Entire
      Agreement.
      This
      Agreement represents the entire agreement between the parties relating to the
      subject matter hereof. This Agreement alone fully and completely expresses
      the
      agreement of the parties relating to the subject matter hereof. There are no
      other courses of dealing, understanding, agreements, representations or
      warranties, written or oral, except as set forth herein. This Agreement may
      not
      be amended or modified, except by a written agreement signed by all parties
      hereto.

    


    Section
      8.6 Survival;
      Termination.
      The
      representations, warranties and covenants of the respective parties shall
      survive the Closing Date and the consummation of the transactions herein
      contemplated for six (6) months from the Closing Date.

    


    Section
      8.7 Counterparts.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original and all of which taken together shall be but a single
      instrument.

    


    Section
      8.8 
      Amendment or Waiver.
      Every
      right and remedy provided herein shall be cumulative with every other right
      and
      remedy, whether conferred herein, at law, or in equity, and may be enforced
      concurrently herewith, and no waiver by any party of the performance of any
      obligation by the other shall be construed as a waiver of the same or any other
      default then, theretofore, or thereafter occurring or existing. At any time
      prior to the Closing Date, this Agreement may be amended by a writing signed
      by
      all parties hereto, with respect to any of the terms contained herein, and
      any
      term or condition of this Agreement may be waived or the time for performance
      hereof may be extended by a writing signed by the party or parties for whose
      benefit the provision is intended.

    


    Section
      8.9 Incorporation
      of Recitals.
      All of
      the recitals hereof are incorporated by this reference and are made a part
      hereof as though set forth at length herein.

    


    Section
      8.10 Expenses.
      Each
      party hereto shall bear all of their respective costs and expenses incurred
      in
      connection with the negotiation of this Agreement and in the consummation of
      the
      transactions contemplated hereby and the preparation hereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      8.11 Headings;
      Context.
      The
      headings of the sections and paragraphs contained in this Agreement are for
      convenience of reference only and do not form a part hereof and in no way
      modify, interpret or construe the meaning of this Agreement.

    


    Section
      8.12 Assignment.
      This
      Agreement shall not be assigned by any party without the prior written consent
      of the other parties. 

     

    Section
      8.14 Severability. In
      the
      event that any particular provision or provisions of this Agreement or the
      other
      agreements contained herein shall for any reason hereafter be determined to
      be
      unenforceable, or in violation of any law, governmental order or regulation,
      such unenforceability or violation shall not affect the remaining provisions
      of
      such agreements, which shall continue in full force and effect and be binding
      upon the respective parties hereto.

    


    Section
      8.15 Construction.
      The
      language of this Agreement shall not be construed for or against any party
      hereto, regardless of who drafted or was principally responsible for drafting
      the Agreement or terms or conditions hereof.

    


    Section
      8.16 Execution
      Knowing and Voluntary.
      In
      executing this Agreement, the parties severally acknowledge and represent that
      each: (a) has fully and carefully read and considered this Agreement; (b) has
      been or has had the opportunity to be fully apprized by legal counsel of the
      effect and meaning of this document and all terms and conditions hereof; and
      (c)
      is executing this Agreement voluntarily, free from any influence, coercion
      or
      duress of any kind.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Share Exchange Agreement to be duly executed
      by
      their duly authorized representatives as of the date first above
      written.

    


    
      	
              ZEROS
                & ONES, INC.

               

               

              By:
                _____________________________________

              Mark
                M. Laisure, President and CEO

            	
              ROCKETSTREAM
                HOLDING CORPORATION

               

               

              By:
                _____________________________________

              Scott
                Fairbairn, Chief Executive Officer

            
	 	 
	
              RHC
                SHAREHOLDER SIGNATURE

               

              See
                Attached Schedule I

              Print
                SSN or Taxpayer ID of Rocketstream Holding Corporation
                Shareholder

            	
               

               

              See
                Attached Schedule I

              Print
                Name of Rocketstream Holding Corporation Shareholder

            
	 	 
	
              Shareholder
                is a(n):

               

              ____
                individual

              ____
                tenants in the entirety

              ____
                corporation (an officer must sign)

              ____
                partnership (all general partners must sign)

              ____
                trust

              ____
                limited liability company

            	
               

              19,235
                shares of Rocketstream Holding Corporation common stock held

               

              State
                of Shareholder’s Residence: 

              See
                Attached Schedule I

            
	
               

              
                

              

              Print
                Name of Joint Shareholder

              (if
                applicable)

            
	
               

                

              

              Signature
                of Attorney-In-Fact and 

              Proxy
                Holder Scott Fairbairn

            
	
               

              Attorney-in-Fact
                and Proxy Holder

              Print
                Title of Signing Person

              (if
                signatory is a corporation, partnership or other similar
                entity)

            
	
               

               

                

              

              Signature
                of Joint Shareholder

            
	
              Address
                of Shareholder:

               

               

                

              

               

                

              

               

              Facsimile
                No.:    

               

            
	 
	 


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SCHEDULE
      I

    


    LIST
      OF RHC SHAREHOLDERS

    
      	
              Andrew
                Ackerman

            	
              200,000

            
	
              Eric
                Alterman

            	
              100,000

            
	
              Lisa
                Ammons

            	
              100,000

            
	
              Christopher
                Ashe

            	
              600,000

            
	
              Andrew
                Keith Barefoot

            	
              1,500,000

            
	
              Douglas
                S. Bennett

            	
              15,000

            
	
              Kenneth
                Best

            	
              25,000

            
	
              Matthew
                Bigge

            	
              60,000

            
	
              Christopher
                Y. DuShane

            	
              50,000

            
	
              Carroll
                Edwards

            	
              750,000

            
	
              Jeffrey
                Garren Edwards

            	
              200,000

            
	
              Tina
                Edwards

            	
              150,000

            
	
              Keri
                Suzanne Everett

            	
              180,000

            
	
              David
                Hunter Fairbairn

            	
              40,000

            
	
              Scott
                Allen Fairbairn

            	
              15,000,000

            
	
              Frederic
                Fernand Fouassier

            	
              1,500,000

            
	
              Goldman
                Enterprises

            	
              500,000

            
	
              Stephen
                & Kathleen Guarino

            	
              2,000,000

            
	
              John
                Henry Hawkins

            	
              1,500,000

            
	
              J2
                Ventures, LLC.

            	
              1,000,000

            
	
              John
                La Rue

            	
              30,000

            
	
              Daniel
                S. Laikin

            	
              240,000

            
	
              Bronwyn
                Leigh Laisure

            	
              1,000,000

            
	
              Mark
                M. Laisure

            	
              14,000,000

            
	
              Lamoi
                International Limited

            	
              500,000

            
	
              Jose
                Luis Redublo Laraya

            	
              30,000

            
	
              Wendy
                LaTorre

            	
              100,000

            
	
              William
                LaTorre

            	
              250,000

            
	
              Murray
                A. Lewis

            	
              480,000

            
	
              Vickey
                Lewis

            	
              30,000

            
	
              William
                J. MacDonald

            	
              300,000

            
	
              Leodis
                C. Matthews

            	
              15,000

            
	
              Lee
                A. Mezrah

            	
              75,000

            
	
              Leon
                Morris Mezrah

            	
              300,000

            
	
              David
                Nguyen

            	
              400,000

            
	
              Victor
                T. Paul

            	
              30,000

            
	
              Ernest
                Poje

            	
              30,000

            
	
              Candace
                and Rodney Rodriguez

            	
              100,000

            
	
              John
                Mark Roesch

            	
              145,000

            
	
              Reno
                R. Rolle'

            	
              500,000

            
	
              Gary
                Sallee

            	
              25,000

            
	
              Jeanette
                Secor

            	
              100,000

            
	
              Cindy
                Simpson

            	
              60,000

            
	
              Lorraine
                C. Spurge

            	
              50,000

            
	
              Stephen
                J. Steller

            	
              540,000

            
	
              Stanley
                Stevens

            	
              1,500,000

            
	
              Mark
                Clement Thomas

            	
              20,000

            
	
              Christopher
                R. Williams

            	
              25,000

            
	
              Stephen
                Winokur

            	
              600,000

            
	
              Andrew
                Taylor Wren

            	
              1,000,000

            
	
              Joel
                Yanchuck

            	
              200,000

            
	
              Joseph
                A. Zock

            	
              90,000