zealous_8k-ex1001.htm


    EXHIBIT
10.1

     

    ASSET
PURCHASE AGREEMENT

    


    THIS
ASSET PURCHASE AGREEMENT (this "Agreement") is entered into as of this 3rd day of
March 2008 (the "Effective Date"), among Zealous Trading Group, Inc., a Nevada
corporation ("Buyer") and Transfer Online Technology Development, LLC, an Oregon
limited liability company (“Seller”); and ________________ and ________________,
being all of the Members of Seller (the “Members”).

    


    RECITALS

    


     

    WHEREAS, Seller is the owner
of that certain online/electronic trading platform and any and all related
intellectual property, patents, trademarks, and copies, as well as source code
and software;

     

    WHEREAS, Seller desires to
transfer to Buyer at the Closing (as hereinafter defined), and Buyer desires to
acquire from Seller certain of Seller's assets, as more fully described herein,
upon and subject to the terms and conditions contained in this
Agreement;

    


    WHEREAS, the Members own all
of the equity interests of Seller;

     

    WHEREAS, Buyer is not willing
to enter into this Agreement without the representations, warranties and
agreements of the Members set forth in this Agreement;

     

    WHEREAS, the Members desire
that Seller sell such assets to Buyer and, to induce Buyer to enter into this
Agreement, are willing to make the representations, warranties and agreements
set forth in this Agreement.

     

    


    NOW, THEREFORE, in
consideration of the foregoing recitals and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Buyer and Seller, intending to be legally
bound, hereby agree as set forth below.

    


    ARTICLE
I


    DEFINITIONS

    


    Definitions.
In addition to the terms defined elsewhere herein, when used herein, the
following capitalized terms shall have the meanings indicated:

    


    "Act of
Bankruptcy" when used in reference to any Person, shall mean the occurrence of
any of the following with respect to such Person: (a) such Person shall have
made an assignment of all or substantially all of its assets for the benefit of
his or its creditors; (b) such Person shall have filed a voluntary petition in
bankruptcy; (c) such Person shall have been adjudicated bankrupt
or insolvent; (d) such Person shall have filed any petition or answer seeking
for himself or itself any reorganization, liquidation, dissolution or similar
relief; (e) such Person shall have sought or consented to, or acquiesced in, the
appointment of any trustee, receiver, or liquidator of such Person of all or
substantially all of the properties of such Person; or (f) sixty (60)
days
shall have elapsed after the commencement of an action against such Person
seeking reorganization, arrangement, liquidation, dissolution or similar relief
without such action having been dismissed.

     

    
      
        
        

      

      
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    "Affiliate"
when used in reference to any Person, shall mean any Person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control with the Person in question.

     

    "Applicable
Law(s)" shall mean any applicable federal, state, local or foreign law,
ordinance, order, regulation, rule or requirement of any governmental or
quasi-governmental agency, instrumentality, board, commission, bureau or other
authority having jurisdiction.

     

    "Assets"
shall mean (i) all right, title and interest of Seller in and to the
online/electronic trading platform, including without limitation, the source
code, software, any and all intellectual property rights (including without
limitation, trademarks, patents, copyrights) and title related to such trading
platform, excluding any licenses for third party software necessary for the
performance of the trading platform software (collectively, the
“Assets”).

     

    “Closing
Date” means the date on which the Closing occurs.

     

    “Intellectual
Property Rights” means in connection to the Assets all the right, title and
interest of Seller and the Members in, to and under all trademarks, trade names,
service marks, copyrights, patents, inventions, designs, industrial designs,
trade secrets , secret processes, formulae, and all applications, registrations,
renewals and other rights relating to the foregoing (whether or not any
registration or filing has been made with respect thereto), but excluding any
royalties payable to Seller by Mastercard or any other customer of
Seller.

     

    “Losses”
means liabilities, claims, damages, actions, demands, assessments, adjustments,
penalties, losses, costs and expenses whatsoever (including court costs,
reasonable attorneys’ fees and expenses of investigation), whether equitable or
legal, matured or contingent, known or unknown, foreseen or unforeseen, ordinary
or extraordinary, patent or latent.

     

    "Material
Adverse Effect" shall mean any material adverse change or any development
involving a prospective material adverse change in or affecting the general
affairs, business, prospects, management, financial position, stockholders'
equity or results of operations of a Person, taken as a whole.

     

    "Person"
shall mean any individual, corporation, partnership, joint venture, limited
liability company, unincorporated association, trust or other legal
entity.

     

    
      
        
        

      

      
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    ARTICLE
II


    SALE
AND TRANSFER OF ASSETS

    


    2.1    Transfer
of Assets. Except as otherwise herein expressly set forth, Seller hereby
agrees that at the Closing provided for in Section 4.1 hereof, Seller shall
sell, assign, transfer, convey and deliver to Buyer all of Seller's right, title
and interest in and to the Assets.

     

    2.2    Excluded
Assets. Seller and Buyer understand and agree that the sale, assignment,
transfer, conveyance and delivery specified in Section 2.1 hereof shall not
include any assets, rights or property of Seller other than those expressly
included in the definition of Assets.

    


    ARTICLE
III


    CONSIDERATION

    


    3.1    In full and
complete payment for the Assets, Buyer agrees:

    


    
      (i)    to
purchase the Assets for an aggregate of  $1,000,000 to be paid as
follows:

       

      (a)    $93,500 in
cash, which $50,000 previously paid by Buyer to Seller as an advance shall be
credited by Seller at Closing, reducing the net amount of cash to be delivered
at Closing to $43,500.00; and

       

      (b)    $906,500
shall be a convertible note with mandatory conversion into 11,331,250 shares of
common stock of the Buyer valued at $0.08 per share (which price represents the
average market price of the Company’s common stock on October 11, 2007 when the
principals negotiated the essential terms of for this transaction) (“Common
Stock”), provided,
that Seller agrees and acknowledges that such Common Stock can not be
issued until an amendment to the Articles of Incorporation of the Buyer
increasing the authorized shares of the Buyer’s Common Stock to 1,500,000,000
shares is approved by a majority of the Buyer’s shareholders (the “Authorized
Share Amendment”) and is filed with the Secretary of State of the State of
Nevada and becomes effective (the “Amendment Effective Date”).  Seller
acknowledges that Buyer must increase its authorized shares in order to issue
the Common Stock and that such authorization is dependent upon completion and
delivery of audited financial statements and requisite filings with the
Securities and Exchange Commission.

    

    


    ARTICLE
IV


    CLOSING
AND CONDITIONS OF CLOSING; CERTAIN COVENANTS

    


    4.1    Closing.
Unless otherwise agreed to by the parties, the transaction contemplated in this
Agreement shall be closed immediately after the completion, satisfaction or
waiver of each of the conditions to closing as set forth in this Agreement (the
“Closing”), at the offices of Buyer, or any other place
designated.  The “Closing Date” is the date on which the Closing
occurs.

     

    4.2    Conditions
to Closing. The obligation of Seller to sell the Assets and Buyer to
purchase the Assets is subject to the satisfaction of the following conditions
precedent at or prior to the Closing (unless waived in writing by the parties
prior to Closing or by the act of Closing):

     

    
      
        
        

      

      
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    (a)    Documents. Buyer
shall have received each of the following items:

     

    (i)    This
Agreement, duly executed by Seller;

     

    (ii)    Any
amendment, consent or waiver from any Person necessary to fully give binding
effect to this Agreement (each party hereto acknowledges that this
condition is for the benefit of both Buyer and Seller);

     

    (iii)    The Bill of
Sale in substantially the form attached hereto as Exhibit A, duly
executed by Seller;

     

    (iv)    Certified
copies of resolutions of the Manager of Seller and of the Members authorizing
the execution of this Agreement, the sale of the Assets to Buyer, and the
consummation of the Transactions, along with an incumbency certificate of
Seller, in substantially the form of Exhibit
B;

     

    (v)    Such
certificates, documents of title and other instruments of conveyance and
transfer, if any, as shall be effective to vest in Buyer good and marketable
title in and to the Assets free and clear of all encumbrances, including, by way
of example but not limitation, any and all original intellectual property,
trademark, patent or copyright in relation to the Assets.

     

    (vi)    A closing
certificate in the form of Exhibit C signed by a
duly authorized officer of Seller and by each of the Members;

     

    (b)    Documents. Seller
shall have received each of the following items:

     

    (i)    This
Agreement, duly executed by Buyer

     

    (ii)    The
portion of the Consideration set forth in Sections 3.1(i)(a)

     

    (iii)    A closing
certificate in the form of Exhibit D signed by a
duly authorized officer of Buyer;

     

    (c)    All
documents, reports and affidavits required to be delivered to any Governmental
Authority in connection with the transfer of ownership of the Assets;
and

     

    (d)    Such
other documents or instruments as Seller and the Members may reasonably
request.

     

    (e)    Material
Adverse Effect. Prior to the Closing Date, Buyer shall not have experienced a
Material Adverse Effect and Seller shall not have experienced a Material Adverse
Effect relating to the Assets. In addition, neither Buyer nor Seller shall have
experienced a Material Adverse Effect relating to their ability to perform their
respective obligations under this Agreement.

     

    
      
        
        

      

      
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    (f)    Litigation.
On the Closing Date, there shall be no lawsuits pending against either party
hereto seeking to enjoin, prohibit, restrain or otherwise prevent the
transaction contemplated by this Agreement.

     

    (g)    Other
Documents. Seller shall have provided or executed such other documents relating
to the transactions contemplated by this Agreement as Buyer may reasonably
request.

     

    (h)    The closing
of this Agreement is expressly contingent upon and subject to the approval of
Buyer’s Board of Directors.

    


    
      4.3    Certain
Covenants.

       

      (a)    Further
Assurance.  From time to time on and after the Closing and
without further consideration, the parties to this Agreement shall each deliver
or cause to be delivered to any other party, at such times and places as shall
reasonably be requested, such additional instruments as any of the others may
reasonably request for the purpose of carrying out this Agreement and the
transactions contemplated herein.  Seller agrees, and the Members
agree to cause Seller, without further consideration, to cooperate with Buyer
and to use their reasonable efforts to have the officers and employees of Seller
cooperate on and after the Closing Date in furnishing to Buyer information,
evidence, testimony, and other assistance in connection with obtaining all
necessary permits and approvals and in connection with any actions, proceedings,
arrangements or disputes of any nature with respect to matters pertaining to all
periods before the Closing Date.

       

      (b)    Non-Competition.  For
a period of five (5) years from the Closing Date, except as Buyer may otherwise
consent in writing, neither Seller, Lori Livingston or any business owned by or
controlled by Lori Livingston (including without limitation Transfer Online,
Inc.) shall, directly or indirectly,  as a
principal,  agent, partner,  member,  shareholder,
trustee,  consultant,  independent  contractor, or
otherwise:  (i) own, develop, manage, operate,  control or
otherwise be in any manner affiliated or connected with, or engage or
participate in the ownership, development, management, operation or control of
(as independent  contractor,  or otherwise),  any
business or entity which as one of its business
activities  competes,  directly
or  indirectly,  with Buyer in connection with the operation
of a trading platform for sales or resales of securities anywhere in the world;
provided,
however, (a) the Seller and Transfer Online, Inc. will have the right to
use the Assets pursuant to the license granted in this Agreement with the
Seller’s or Transfer Online Inc.’s current domestic customers, which are listed
on Schedule F, which shall be provided within 5 days of execution of this
Agreement, and (b) Buyer acknowledges its intention and good faith obligation
(pursuant to Section 4.3(d))to joint venture the trading platform with Seller in
India should Seller introduce an interested party; (ii) lend money, loans, make
gifts of money or other property,  or otherwise lend financial or
other assistance in any form to any
person,  firm,  association,  partnership,  venture,  corporation
or other business entity who is engaged or will within the
period  prescribed above engage in any of the activities prohibited by
clause (i).   If Seller breaches or threatens to commit a breach
of any of the

       

      
        
          
          

        

        
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        provisions
of Section 4.3
(such provisions, the “Restrictive Covenants”),
Company shall have the following rights and remedies, each of which rights and
remedies shall be independent of the other and severally enforceable, and all of
which rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to Company under law or in equity:  The
right and remedy to have the Restrictive Covenants specifically enforced by any
court having equity jurisdiction, all without the need to post a bond or any
other security or to prove any amount of actual damage or that money damages
would not provide an adequate remedy, it being acknowledged and agreed that any
such breach or threatened breach will cause irreparable injury to Company and
that money damages will not provide adequate remedy to Company.  If
any court determines that any of the Restrictive Covenants, or any part thereof;
is invalid or unenforceable, the remainder of the Restrictive Covenants shall
not thereby be affected and shall be given full effect, without regard to the
invalid portions.  If any court determines that any of the Restrictive
Covenants, or any part thereof, are unenforceable because of the duration of
such provision or the area covered thereby, such court shall have the power to
reduce the duration or area of such provision and, in its reduced form, such
provision shall then be enforceable and shall be enforced.  Seller
hereby waives any and all right to attack the validity of the Restrictive
Covenants on the grounds of the breadth of their geographic scope or the length
of their term.  Notwithstanding any other provision to the contrary,
this Section 4.3 shall survive Closing, termination or cancellation of this
Agreement for a period of five (5) years. Notwithstanding the foregoing, nothing
in this Agreement shall be interpreted to prevent Lori Livingston or Transfer
Online, Inc., from engaging in the ordinary and customary business activities of
Transfer Online, Inc. or business activities of a securities transfer agent
licensed by the US Securities and Exchange Commission as a stock registrar and
transfer agent.

      

       

      (c)    Nothing in
the preceding section 4.3 shall be interpreted to prevent Seller or Lori
Livingston from engaging in or being affiliated with the business of operating a
licensed securities transfer agent.

       

      (d)    In the event
that Seller is presented a deal from India, Buyer and Seller agree to enter into
a joint venture on terms to be negotiated on a good faith basis to reflect a
50/50 revenue sharing favorable to both parties.

       

      (e)    Seller and
Buyer agree that Seller shall have a perpetual royalty free license to use the
Assets (including trading platform in the level of development as delivered by
Buyer) for Mastercard and the current clients of Transfer Online, Inc., which is
approximately 280 companies, which shall be listed on Schedule F, including the
right to make technological upgrades to maintain or improve the functionality of
the Assets.

       

      (f)    Seller and
Member each agree that within three (3) days of execution of this Agreement, the
source code for the trading platform must be given to Buyer.

       

      (g)    Seller and
Member further agree that for a period of up to six (6) weeks following the
execution of this Agreement, Seller shall host the site and cooperate in the
migration of the site to a new host.

    

     

    
      
        
        

      

      
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    ARTICLE
V


    REPRESENTATIONS
AND WARRANTIES OF SELLER

     

    Except as
set forth on the schedule of exceptions attached hereto as Exhibit E (the "Schedule of
Exceptions"), Seller represents and warrants to Buyer as of the date hereof
(which representations and warranties shall survive the execution and delivery
of this Agreement and the transfer of the Assets as set forth in this
Agreement), as set forth below:

     

    a.    Organization; Authority;
Name.

     

    i.    Seller is
a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Oregon, and is duly authorized,
qualified and licensed under all applicable Laws to carry on its business in the
places and in the manner as presently conducted, except for where the failure to
be so authorized, qualified or licensed would not have a Material Adverse
Effect.

     

    ii.    Seller
and each Member have the full legal right, power and authority to enter into
this Agreement and to consummate the Transactions and each other agreement,
document, or instrument or certificate contemplated by this Agreement or to be
executed by the Seller or each Member in connection with the consummation of the
transactions contemplated by this Agreement (collectively, the “Seller
Documents”), and to consummate the transactions contemplated hereby and
thereby.  On or before the Closing, all corporate action of Seller and
each Member necessary to approve the transactions shall have been
taken.  This Agreement has been, and each of the Seller Documents will
be at or prior to the Closing, duly and validly executed and delivered by the
Seller or each Member and (assuming the due authorization, execution and
delivery by the other parties hereto and thereto) this Agreement constitutes,
and each of the Seller Documents when so executed and delivered will constitute,
legal, valid and binding obligations of the Seller, enforceable against the
Seller or each Member, as applicable, in accordance with their respective terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws affecting creditors’ rights and remedies generally, and subject, as
to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing regardless of whether
enforcement is sought in a proceeding at law or in equity.

     

    
      b.    Stock Ownership; Binding
Effect.  The Members own all of the issued and outstanding
equity interests of Seller and no Person other than the Members has any right to
vote such interests.  Seller and each Member have duly executed and
delivered this Agreement, and (assuming due authorization, execution and
delivery by Buyer) this Agreement constitutes a legal, valid and binding
obligation of Seller and each Member enforceable against each of them in
accordance with its terms.

       

      
        
          
          

        

        
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      c.    No
Conflict.  The execution, delivery and performance of this
Agreement by Seller and the Members and the consummation of the Transactions do
not and will not:  (a) violate, conflict with or result in the breach
of any provision of Seller’s Articles of Organization or Operating Agreement;
(b) conflict with or violate any Law or Governmental Order applicable to the
Assets, the Business, Seller, the Members or any of their respective assets,
properties or businesses; or (c) conflict with, result in any breach of,
constitute a default (or event which with the giving of notice or lapse of time
would become a default) under, require any Consent under, or give to any other
Person any rights of termination, amendment, acceleration, suspension,
revocation or cancellation of, or result in the creation of any Encumbrance on
the Assets or the properties of Seller pursuant to any note, bond, mortgage,
indenture, contract, agreement, lease, sublease, license, permit, authorization,
franchise or other instrument or arrangement to which Seller or any Member is a
party or by which any of the Assets are bound or affected.

       

      d.    Litigation. There are
no outstanding orders, judgments, writs, injunctions or decrees of any court,
Government Authority or arbitration or mediation panel or tribunal against or
affecting the Assets.

       

      e.    Non-Contravention.
Seller is not in breach of, default under, or in violation of any Applicable
Law, decree or order that may cause a Material Adverse Effect relating to the
Assets and Seller is not, in breach of, default under, or in violation of any
deed, lease, loan agreement, commitment, bond, note, deed of trust, restrictive
covenant, license, indenture, contract or other agreement, instrument or
obligation to which it is a party or by which it is bound or to which any of its
assets is subject that may cause a Material Adverse Effect on the
Assets.

       

      f.    Title. Seller has good, complete,
indefeasible and marketable title to, and ownership of, all of the Assets, free
and clear of all liens, defects, claims, security interests and
encumbrances. Upon the sale,
assignment, transfer and delivery of the Assets to Buyer hereunder and under the
Seller Documents, there will be vested in Buyer good, marketable and
indefeasible title to the Assets, free and clear of all liens, encumbrances,
security interests and claims.

       

      g.    Taxes. Seller has
timely filed with the appropriate taxing authorities, including but not limited
to the Internal Revenue Service of the United States and the Department of
Revenue of the State of Oregon, the tax returns that it was required to file.
All taxes required to be withheld, collected or deposited by Seller have been
timely withheld, collected or deposited and, to the extent required, have been
paid to the relevant tax authority.

       

      h.    Intellectual Property
Rights.

       

      i.    The
Schedule of Exceptions on Exhibit E sets
forth:  (a) all Intellectual Property Rights and all pending
registrations and applications therefor, that Seller owns, uses or licenses or
in which Seller has any interest, indicating which are owned and which are
licensed in connection with the Assets; and (b) all contracts, agreements or
other arrangements under which Seller has granted, or is obligated to grant,
rights to others to use, reproduce, market or exploit any Intellectual Property
Rights in connection with the Assets.

       

      
        
          
          

        

        
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      ii.    Seller is
not infringing upon or otherwise acting adversely to the right or, to the best
of Seller’s knowledge, claimed right, of any Person under or with respect to any
Intellectual Property Rights in connection with the Assets, nor has Seller or
any Member received written notice of any such claim in connection with the
Assets.  Seller is not (a) obligated pursuant to any contract to make
any payments by way of royalties, fees or otherwise with respect to any
Intellectual Property Rights in connection with the Assets, or (b) a licensor in
respect of any Intellectual Property Rights in connection with the
Assets.  All licensing agreements pursuant to which Seller is a
licensee of any Intellectual Property Rights in connection with the Assets are
valid and binding on Seller and, to the best of Seller’s knowledge, the other
parties thereto, in accordance with their respective terms and are in full force
and effect, and (a) no breach or default by Seller or event which, with notice
or lapse of time, could constitute a breach or default by Seller, exists with
respect thereto, (b) no party thereto has given notice or asserted to Seller
that Seller is in breach or default thereunder, and (c) to the best of Seller’s
knowledge, no other party thereto is in breach or default
thereunder.

       

      iii.    To the
best of Seller’s knowledge, no third party is infringing on any of the
Intellectual Property Rights in connection with the Assets.

       

      iv.    Seller is
not in any way making any unlawful or wrongful use of any confidential
information, customer lists or trade secrets of any third party, including any
former employer of any present or past employee of Seller.

       

      v.    The
Assets do not contain any virus, worm, trap door, back door, timer, clock,
counter, or other limiting routine, instruction, or design that would erase data
or programming or otherwise cause any of the software components of the
Intellectual Property Rights to become inoperable or incapable of being used in
the full manner for which it was designed and created (collectively, a
“Disabling Code”).In the event a Disabling Code is identified, Seller shall take
all steps necessary, at no additional cost to Buyer, to restore and/or
reconstruct any and all data lost by Buyer as a result of such Disabling
Code.

    

     

    
      i.    Legal Compliance. To
its knowledge, Seller (i) is not in violation of any Applicable Law that would
apply to it or to its business, the violation of which would -cause a Material
Adverse Effect on the Assets (ii) Seller is not in violation of any applicable
environmental, securities or employee benefits law, which violation would cause
a Material Adverse Effect on the Assets, and (iii) neither Seller nor, to the
knowledge of Seller, any of Seller's agents, contractors or employees has been
notified of any action, suit, proceeding or investigation which calls into
question compliance by Seller with Applicable Law.

       

      
        
          
          

        

        
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      j.    Licenses.
Simultaneously with the Closing, Seller shall have acquired good title or all
necessary rights to all of the licenses, permits, approval and authorizations
needed to transfer the Assets to Seller in compliance with all Applicable Laws,
except for third party applications.

       

      k.    Governmental Consents and
Approvals. The execution, delivery and performance of this Agreement by
Seller and the Members do not and will not require any Consent or action by,
filing with or notification to, any Governmental Authority.

       

      l.    No Untrue
Statements or Material Omissions. Seller represents that no statement
made herein or in any Exhibit or schedule attached hereto contains any
untrue statement of material fact or omits to state a material fact
necessary to make the statement not misleading in any material
respects. 

       

      m.    Binding
Agreement.  Seller has duly executed and delivered this
Agreement, and (assuming due authorization, execution and delivery by Buyer)
this Agreement constitutes a legal, valid and binding obligation of Seller
enforceable against Seller in accordance with its terms.

       

      n.    Contracts.  There
are no contracts in force with respect to the Assets, except for Mastercard and
the existing clients of Transfer Online, Inc., listed on Schedule
F.

       

      o.    Accredited
Investor.  The Seller is an “accredited investor”
within the meaning of Rule 501 promulgated under the Securities
Act.  The Seller is in a financial position to hold the Buyer Common
Stock and is able to bear the economic risk and withstand a complete loss of the
Seller’s investment in the Buyer Common Stock.  The Seller recognizes
that the Buyer Common Stock involves a high degree of risk.  The
Seller is a sophisticated investor, is able to fend for itself in the
transaction contemplated by this Agreement, and has such knowledge and
experience in financial and business matters that the Seller is capable of
evaluating the merits and risks of the prospective investment in the Buyer
Common Stock. 

    

     

    ARTICLE
VI


    REPRESENTATIONS
AND WARRANTIES OF BUYER

     

    Buyer
represents and warrants to Seller as of the date hereof (which representations
and warranties shall survive the execution and delivery of this Agreement and
the transfer of the Assets as set forth in this Agreement) as set forth
below:

     

    
      
        
        

      

      
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    a.    Buyer is
a corporation duly organized, validly existing and in good standing under the
laws of the state of its incorporation, and is duly authorized, qualified and
licensed under all Applicable Laws to carry on its business in the places and in
the manner presently conducted, except for where the failure to be so
authorized, qualified or licensed would not have a Material Adverse
Effect.  Buyer has the full legal right, power and authority to enter
into this Agreement and to consummate the transaction contemplated in this
Agreement.  On or before the Closing, all corporate action of Buyer
necessary to approve the transaction contemplated by this Agreement shall have
been taken, provided, however, that Closing may occur without the Company having
amended its Articles of Incorporation to increase its authorized shares in such
amount as necessary to deliver the Common Stock as set forth in this Agreement.
Buyer is obligated pursuant to other agreements with third parties to increase
its authorized capital to 1,500,000,000 shares and conduct a reverse stock split
in conjunction with the pending merger with Zealous Holdings, Inc.

     

    b.    No
Conflict.  The execution, delivery and performance of this Agreement
by Buyer and the consummation of the Transactions do not and will not violate,
conflict with, or result in a breach of any provision of Buyer’s Articles of
Incorporation or Bylaws.

     

    c.    Governmental
Consents and Approvals.  The execution, delivery and performance of
this Agreement by Buyer do not and will not require any consent or other action
by, filing with, or notification to, any Governmental Authority.

     

    d.    Binding
Agreement.  Buyer has duly executed and delivered this Agreement, and
(assuming due authorization, execution and delivery by Seller and the Members)
this Agreement constitutes a legal, valid and binding obligation of Buyer
enforceable against Buyer in accordance with its terms.

    


    ARTICLE
VIII


    TERMINATION
OF AGREEMENT

    


    This
Agreement may be terminated at any time prior to the Closing by written
agreement of Buyer and Seller.

    


    ARTICLE
IX

    MISCELLANEOUS

    


    a.    Non-Waiver.
No course of dealing between the parties or any failure or delay on the
part of either party in exercising any rights or remedies hereunder shall
operate as a waiver of any rights or remedies of either party under this or
any other applicable instrument. No single or partial exercise of any
rights or remedies hereunder shall operate as a waiver or preclude the
exercise of any other rights or remedies hereunder.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    b.    Indemnification by
Seller and the Members.  Seller and the Members agree that they will
each, jointly and severally, indemnify, defend (as to third party claims only),
protect and hold harmless Buyer, its partners, subsidiaries, officers, parent,
directors, divisions, subdivisions, Affiliates, members, managers, agents,
employees, predecessors, successors and assigns at all times from and after the
Closing Date from and against all Losses that arise as a result of or incident
to:  (a) occurrences before the Closing Date; (b) any breach of,
misrepresentation in, untruth in or inaccuracy in the representations and
warranties by Seller or the Members set forth in this Agreement or in the
schedule and/or exhibits attached hereto or in any other document delivered
pursuant to this Agreement; (c) nonfulfillment or nonperformance of any
agreement, covenant or condition on the part of Seller or any Member made in
this Agreement or in any other document delivered pursuant to this Agreement; or
(d) any claim by a third party that, if true, would mean that a condition for
indemnification set forth in subsections (a) through (c) of this Article IX (b)
had been satisfied.

     

    c.    Indemnification
by Buyer.  Buyer agrees that it will indemnify, defend (as to third
party claims only), protect and hold harmless Seller, the Members and their
respective partners, officers, directors, divisions, subdivisions, Affiliates,
Members, agents, employees, successors and assigns at all times from and after
the Closing Date from and against all Losses that arise as a result of or
incident to:  (a) any breach of, misrepresentation in, untruth in or
inaccuracy in the representations and warranties by Buyer set forth in this
Agreement; (b) nonfulfillment or nonperformance of any agreement, covenant or
condition on the part of Buyer made in this Agreement; and (c) any claim by a
third party that, if true, would mean that a condition for indemnification set
forth in subsections (a) or (b) of this Article IX(c) had been
satisfied. 

     

    d.    Procedure.
The indemnified party shall promptly notify the indemnifying party in writing of
any claim, demand, action or proceeding for which indemnification will be sought
under Article IX(b) or (c), and, if such claim, demand, action or proceeding is
a third party claim, demand, action or proceeding, the indemnifying party will
have the right at its expense to assume
the defense thereof using counsel reasonably acceptable to the indemnified
party. The indemnified party shall have the right to participate, at its own
expense, with respect to any such third party claim, demand, action or
proceeding. In connection with any such third party claim, demand, action or
proceeding, Buyer and Seller shall cooperate with each other and provide each
other
with access to relevant books and records in their possession related to such
claim. No such third party claim, demand, action or proceeding shall be settled
without the prior written consent of the indemnified party, which consent shall
not be unreasonably withheld. If a formal written offer is made to settle any
such third party claim, demand, action or proceeding, which offer does not
involve any injunctive or non-monetary relief against the indemnified party, and
the indemnifying party proposes to accept such settlement and the indemnified
party refuses to consent to such settlement, then: (i) the indemnifying party
shall be excused from, and the indemnified party shall be solely responsible
for, all further defense of such third party claim, demand, action or
proceeding; and (ii) the maximum liability of the indemnifying party
relating
to such third party claim, demand, action or proceeding shall be the amount of
the proposed settlement if the amount thereafter recovered from the indemnified
party on such third party claim, demand, action or proceeding is greater than
the amount of the proposed settlement. In the event that Buyer or Seller shall
fail to make such commercially reasonable efforts to mitigate or resolve any
claim or liability, then notwithstanding anything else to the contrary
herein, the other party shall not be required to indemnify any person for any
Losses that could reasonably be expected to have been avoided if Buyer or
Seller, as the case may be, had made such efforts. The indemnification liability
of Seller and Member, jointly, to Buyer and Buyer to Seller and Member, jointly,
shall not be less than $50,000 but no more than $93,500.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    e.    Notices. All
notices or communications under this Agreement shall be to the following
addresses (or to such other address as shall at any time be designated by any
party in writing to the other parties):

     

    
      	To Buyer:	

              Zealous
      Trading Group

              Attn:
      Milton “Todd” Ault, III

              1800
      Century Park East, Suite 200

              Los
      Angeles, CA 90067

              (310)
      895-7778

            
	 	 
	With a copy
      to:	

              Fennemore
      Craig P.C.

              300
      South Fourth Street, Suite 1400

              Las
      Vegas, NV 89101

            
	 	 
	To Seller:	

              Transfer
      Online Technology Development, LLC

              317
      SW Alder Street, 2nd Floor

              Portland,
      OR 97204

            


    

     

    With a
copy to:

     

    Notice
shall be deemed given three (3) days after deposit in the U.S. mail, postage
prepaid, or one day after deposit with a nationally recognized overnight
delivery service. Rejection or other refusal to accept, or the inability to
deliver because of a changed address of which no notice was given, shall not
affect the effectiveness or the date of delivery for any notice sent in
accordance with the foregoing provisions.

     

    f.    Binding
Agreement; Survival. This Agreement shall inure to the benefit of, and be
binding upon, Seller and Buyer, and their respective legatees, distributees,
administrators, successors and assigns, and other legal representatives. All
representations, warranties, covenants and agreements by the parties contained
in this Agreement shall survive the Closing for a period of two (2) years from
the Closing Date.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    g.    Entire
Agreement; Integration Clause. This Agreement and the Exhibits hereto set forth
the entire agreement and understanding of the parties hereto with respect to
this transaction, and any prior agreements are hereby merged herein and
terminated.

     

    h.    Brokerage.
Each party represents and warrants to the other party that it has made no
arrangement for brokerage commissions, finders' fees or similar compensation in
connection with the transactions contemplated by this Agreement.

     

    i.    No Oral
Modification or Waivers. The terms herein may not be modified or waived orally,
but only by an instrument in writing signed by the party against which
enforcement of the modification or waiver (as the case may be) is
sought.

     

    j.    Controlling
Law; Venue. This Agreement and each of the other documents ancillary hereto
shall be governed by, and interpreted and construed in accordance with, the
internal laws of the State of New York (without regard to its conflicts of
law principles). Venue for the adjudication of any claim or dispute arising out
of this Agreement or any of the other ancillary documents shall be proper only
in the state or federal courts of the State of New York, and all parties to this
Agreement and its ancillary documents hereby consent to such venue.

     

    k.    Headings. The
headings of this Agreement and each of the other documents ancillary hereto are
inserted for convenience only and shall not be deemed to constitute a part of
this Agreement or such ancillary documents.

     

    l.    Severability.
To the extent any provision herein violates any applicable law, that provision
shall be considered void and the balance of this Agreement shall remain
unchanged and in full force and effect.

     

    m.    Counterparts.
This Agreement may be executed in as many counterpart copies as may be required.
All counterparts shall collectively constitute a single agreement.

     

    n.    Press
Releases and Announcements. No party shall issue any press release or public
disclosure relating to the subject matter of this Agreement without the prior
written approval of the other party; provided, however, that any party may make
any public disclosure it believes in good faith is required by law or
regulation (in which case the disclosing party shall advise the other party and
provide them with a copy of the proposed disclosure prior to making the
disclosure).

     

    o.    Third Party
Beneficiary. This Agreement shall not confer any rights or remedies upon any
person other than the parties and their respective successors and permitted
assigns.

     

    p.    Expenses.
Each party shall be responsible for its own costs and expenses (including legal,
financial advisory, investment banking and accounting fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    q.    Amendment.  This
Agreement may not be amended except by a written instrument executed by each
party to this Agreement.

     

    r.    Confidentiality of
this Agreement.  Each of the parties to this Agreement shall strictly
maintain the confidentiality of the negotiations, terms and conditions of this
Agreement, provided that either party may disclose this Agreement to the extent
required by applicable law.

     

    s.    Time of the
Essence.  Time is of the essence of this Agreement.

     

    t.    Attorney
Representation.  In the negotiation, preparation and execution of this
Agreement, each Party has been represented by, or has been afforded the
opportunity to consult with an attorney of such Party’s own choosing prior to
the execution of this Agreement and has been advised that it is in such Party’s
best interest to do so.  The Parties have read this Agreement in its
entirety and fully understand its terms and provisions.  The Parties
have executed this Agreement freely, voluntarily and without any coercion
whatsoever, they accept all terms, conditions and provisions hereof

     

     

    [SIGNATURES
APPEAR ON NEXT PAGE]

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    


    In
Witness Whereof, the undersigned have executed and delivered this Agreement as
of the day and year first above written.  If this Agreement is not
signed and returned to Buyer via email or fax by Seller, Member and Individual
(collectively, “Signor”) within 24-hours of Signor’s receipt via email or fax,
this Agreement will be null and void.

    
    

     

    
      	 	BUYER:
      

               

              Zealous
      Trading Group, Inc.

              a
      Nevada corporation

               

              By:_________________________

              Name:_______________________

              Its:_________________________

              


               

              SELLER:

               

              Transfer
      Online Technology Development, LLC,

              an
      Oregon limited liability company

              


              
                By:_________________________

                Name:_______________________

                Its:_________________________



               

              MEMBERS:

              


              ____________________________

               

              ____________________________

              INDIVIDUAL
      for Section 4.3

               

              ____________________________

              Lori
      Livingston

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

     

    GENERAL
CONVEYANCE, ASSIGNMENT AND BILL OF SALE

     

    Effective
as of ________, ________________, a(n) ________ ________ (“Grantor”), for good
and valuable consideration and pursuant to that Asset Purchase Agreement dated
as of ________ (the “Purchase Agreement”), among Zealous Trading Group, Inc., a
Nevada corporation (“Grantee”), Grantor, and _____________, the sole Members of
Grantor, hereby sells, assigns, transfers, conveys and delivers to Grantee all
of Grantor’s right, title and interest in all of the Assets (except for the
Excluded Assets).

     

    TO HAVE
AND TO HOLD all such Assets unto Grantee and its successors and assigns to and
for its or their use forever.

     

    Grantor
shall execute and deliver, at the request of Grantee, such further instruments
of transfer, and shall take or cause to be taken such other or further actions,
as shall reasonably be requested for purposes of carrying out the
Transactions.

     

    This
General Conveyance, Assignment and Bill of Sale is delivered pursuant to Section
4.2.1 of the Purchase Agreement and shall be construed consistently with the
Purchase Agreement.  Capitalized terms used in this instrument shall
have the meanings given them in the Purchase Agreement.

     

    IN
WITNESS WHEREOF, Grantor has executed and delivered this General Conveyance,
Assignment and Bill of Sale effective as of the date first above
written.

     

    
    

     

    
      	Grantor: 	
              ____________________________

               

               

            
	 	

              By:_________________________

              Name:_______________________

              Its:_________________________

            


    

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

     

    SELLER’S
SECRETARY’S CERTIFICATE

     

    The
undersigned, being the duly elected, qualified and acting Manager of Transfer
Online Technology Development, LLC, an Oregon limited liability company (the
“Company”), certifies that:

     

    1.    Attached as
Exhibit 1 is a
true and correct copy of resolutions adopted by the Company and its Members
relating to the Asset Purchase Agreement (the “Agreement”) among the Company,
the Zealous Trading Group, Inc., a Nevada corporation, and the transactions
contemplated thereby.  Such resolutions have not been amended or
rescinded, and are in full force and effect on the date of this
Certificate.

     

    2.    The persons
whose names and signatures appear below are duly authorized by the Company to
execute all documents and agreements contemplated by the Agreement, and the
signatures set forth opposite each person’s name is such person’s own genuine
signature:

     

    
      	
              Name

            	 
      	
              Title

            	 
      	
              Signature

            
	 
      	 
      	 
      	 
      	 
      
	
              ___________________________

               

              
                ___________________________

                 

                
                  ___________________________

                   

                  
                    ___________________________

                  

                

              

            	 
      	

              ___________________________

               

              
                ___________________________

                 

                
                  ___________________________

                   

                  
                    ___________________________

                  

                

              

            	 
      	

              ___________________________

               

              
                ___________________________

                 

                
                  ___________________________

                   

                  
                    ___________________________

                  

                

              

            


    

    


    IN
WITNESS WHEREOF, the undersigned has executed this Certificate this ___ day
of  ________, ____.

     

    
    

     

    
      	 	
              ____________________________

              Lori Livingston,
Manager

            


    

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    
EXHIBIT
1

     

    Transfer
Online Technology Development, LLC

     

    UNANIMOUS
WRITTEN CONSENT IN LIEU OF A MEETING

    OF
THE MANAGER AND MEMBERS

     

    Pursuant
to Oregon law, the undersigned, being all of the managers (the “Managers”) and
all of the Members (the “Members”) of Transfer Online Technology Development,
LLC (the “Company”), adopt by this unanimous written consent the following
resolutions with the same force and effect as if they were unanimously adopted
at a duly convened meeting of the Managers and a duly convened meeting of the
Members:

     

    I.
RECITALS

     

    WHEREAS, the Company desires
to sell certain of its assets pursuant to the Asset Purchase Agreement (the
“Agreement”) among the Company, Zealous Trading Group, Inc., and the Members;
and

     

    WHEREAS, the Company, through
its Managers and Members, desires to approve, authorize and direct certain
actions to be taken relating to the Agreement and the transactions contemplated
thereby.

     

    II. APPROVAL OF
AGREEMENT

     

    NOW, THEREFORE, BE IT
RESOLVED, that the Managers adopt and approve, and recommend to the
Members the adoption and approval of, the transactions contemplated by the
Agreement and the terms and provisions of the Agreement in the form presented to
the Managers, believing that the terms thereof are fair to and in the best
interest of the Company and the Members; and

     

    FURTHER RESOLVED, that the
Members adopt and approve the transactions contemplated by the Agreement and the
terms and provisions of the Agreement in the form presented to the Members,
believing that the terms thereof are fair to and in the best interest of the
Company and the Members; and

     

    FURTHER RESOLVED, that any one
or more of the Managers (each an “Authorized Officer”), are authorized and
directed to execute and deliver in the name and on behalf of the Company, and to
cause the Company to perform its obligations under, the Agreement and such other
agreements and documents as are contemplated thereby, with such changes therein
and additions thereto as any Authorized Officer may approve or deem to be
necessary, appropriate or advisable, the execution thereof by such officer to be
conclusive evidence of the approval by him or her of such changes and additions,
and to perform all other acts that may be necessary in connection
therewith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    III. MISCELLANEOUS
MATTERS

     

    NOW, THEREFORE, BE IT
RESOLVED, that all actions previously taken on behalf of the Company by
any manager of the Company in connection with any of the foregoing matters are
ratified and confirmed in all particulars as the acts of the Company;
and

     

    FURTHER RESOLVED, that the
Managers and Members unanimously adopt and approve any and all additional
resolutions necessary or desirable to implement and effect the transactions
contemplated by the Agreement or by the foregoing resolutions, such resolutions
to be in a form and content prepared and filed by any Authorized Officer with
these resolutions; and

     

    FURTHER RESOLVED, that the
Authorized Officers, and each of them acting alone, are authorized and directed,
in the name and on behalf of the Company, to take all actions, including seeking
all requisite consents and approvals, if any, from third parties or under
applicable law, that any of them considers necessary, appropriate or advisable
to effectuate each of the foregoing resolutions and to carry out the purposes
thereof or otherwise to effectuate any transactions contemplated by the
Agreement, the taking of any such action or the execution of any such agreement,
instrument or document by such officer conclusively to evidence the due
authorization thereof by the Company; and

     

    FURTHER RESOLVED, that the
Authorized Officers, and each of them acting alone, are authorized and directed,
in the name and on behalf of the Company, to take or cause to be taken any and
all further actions and to execute and deliver, or cause to be executed and
delivered, all such further agreements and such further documents, certificates,
applications, notices, and undertakings, and to incur all such fees and
expenses, as in their judgment shall be necessary, appropriate or advisable to
carry into effect the purpose and intent of the foregoing resolutions;
and

     

    FURTHER RESOLVED, that these
resolutions may be executed in counterparts; and

     

    FURTHER RESOLVED, that in
furtherance of the foregoing resolutions, the Company’s Manager is authorized to
join in the execution of, attest to and/or affix the Company’s seal to, any
document, agreement, certificate or instrument executed by any Authorized
Officer.

     

    
      	Dated ________,
      ____.	 
	 	 
	MANAGERS:	MEMBERS:
	 	 
	
              ____________________________

              Lori
      Livingston

            	____________________________
	 	 
	____________________________	____________________________


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
C

     

    SELLER’S
AND THE MEMBERS’ CLOSING CERTIFICATE

     

    The
undersigned hereby certify, pursuant to Section 4.2.a(vi) of the Asset Purchase
Agreement dated as of December _____, 2007 (the “Agreement”), among Zealous
Trading Group, Inc., a Nevada corporation (“Buyer”), Transfer Online Technology
Development, LLC, an Oregon limited liability company (“Seller”); and ________
and ________, the sole Members of Seller (the “Members”) that:

     

    (a)    Seller and
the Members have performed in all material respects their agreements and
covenants contained in the Agreement required to be performed at or before the
Closing.

     

    (b)    The
representations and warranties of Seller and the Members set forth in the
Agreement were and are true and correct (i) on and as of the date of the
Agreement, and (ii) on and as of the Closing Date, with the same effect as
though such representations and warranties had been made on and as of the
Closing Date.

     

    Capitalized
terms used in this Certificate but not otherwise defined herein shall have the
meanings assigned to them in the Agreement.

     

    IN
WITNESS WHEREOF, the undersigned have executed this Certificate on this ___ day
of ________, ____.

    
    

     

    
      	Seller:	

              ____________________________

               

              By:_________________________

              Name:_______________________

              Its:_________________________

            
	 	 
	Members:	____________________________

               

               

               

              ____________________________

            


    

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    
    

     

    
      	STATE OF
      ___________	)
	 	) ss.
	County of
      ____________	)


    

     

    The
foregoing instrument was acknowledged before me this ___ day of ____________,
2004, by_______________, the ___________________ of _____________________, a
________________, on behalf thereof.

     

    
       

      
        	 	
                __________________________________

                Notary
      Public

              


      

       

       

      My
Commission Expires:

    

     

    ______________________

    
 

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
D

     

    BUYER’S
CLOSING CERTIFICATE

     

    The
undersigned hereby certifies, pursuant to Section 4.2.b(iii) of the Asset
Purchase Agreement dated as of ________ (the “Agreement”), among Zealous Trading
Group, a Nevada corporation (“Buyer”); Transfer Online Technology Development,
LLC, an Oregon limited liability company; and ________ and ________, the sole
Members of Seller that:

     

    (a)    Buyer has
performed in all material respects its agreements and covenants contained in the
Agreement required to be performed at or before the Closing.

     

    (b)    The
representations and warranties of Buyer set forth in the Agreement were and are
true and correct (i) on and as of the date of the Agreement, and (ii) on and as
of the Closing Date, with the same effect as though such representations and
warranties had been made on and as of the Closing Date.

     

    Capitalized
terms used in this Certificate but not otherwise defined herein shall have the
meanings assigned to them in the Agreement.

     

    IN
WITNESS WHEREOF, the undersigned has executed this Certificate on this ___ day
of ________, ____.

    
       

      
        	Buyer:	

                ____________________________

                 

                By:_________________________

                Name:_______________________

                Its:_________________________

              


      

    

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
E

    


    SCHEDULE
OF EXCEPTIONS

     

    


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
F

     

     

     

     

    F-1