STOCK PURCHASE AGREEMENT



                            Dated as of March 7, 2008


                                     between


                     TOTAL LUXURY GROUP, INC., as Purchaser

                                       and

                       ACCELERANT PARTNERS LLC, as Seller



















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                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----

ARTICLE I   Purchase and Sale
Section 1.1        Purchase and Sale of the Shares                             1
Section 1.2        Private Offering Exemption                                  1
Section 1.3        Intention of the Parties                                    1
Section 1.4        Purchase Price and Closing                                  2
Section 1.5        Termination in Absence of Closing

ARTICLE II  Representations and Warranties
Section 2.1        Representations and Warranties of the Company               2
Section 2.2        Representations and Warranties of Accelerant               12

ARTICLE III  Covenants
Section 3.1        Securities Compliance                                      14
Section 3.2        Registration and Listing                                   14
Section 3.3        Inspection Rights                                          15
Section 3.4        Compliance with Laws                                       15
Section 3.5        Keeping of Records and Books of Account                    15
Section 3.6        Furnishing of Information                                  15
Section 3.7        Reporting Requirements                                     15
Section 3.8        Amendments                                                 16
Section 3.9        Other Agreements                                           16
Section 3.10       Distributions                                              16
Section 3.11       Reservation of Shares                                      16
Section 3.12       Transfer Agent Instructions                                17
Section 3.13       Disposition of Assets                                      17
Section 3.14       Reporting Status                                           17
Section 3.15       Disclosure of Transaction                                  18
Section 3.16       Disclosure of Material Information                         18
Section 3.17       Issuance of Variable Securities                            18
Section 3.18       Approval of Acquisitions.                                  18
Section 3.19       Stockholder Approval                                       18
Section 3.20       Subsequent Filings                                         18
Section 3.21       Most Favored Nations                                       19
Section 3.22       DTC                                                        19



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ARTICLE IV  Conditions
Section 4.1        Conditions Precedent to the Obligation                     21
                   of the Company to Purchase the Shares
Section 4.2        Conditions Precedent to the Obligation                     21
                   of Accelerant to Sell the Shares

ARTICLE V  Stock Certificate Legend
Section 5.1        Legend                                                     23

ARTICLE VI  Indemnification
Section 6.1        General Indemnity                                          24
Section 6.2        Indemnification Procedure                                  24

ARTICLE VII  Miscellaneous
Section 7.1        Fees and Expenses                                          25
Section 7.2        Specific Enforcement                                       25
Section 7.3        Entire Agreement; Amendment                                26
Section 7.4        Notices                                                    26
Section 7.5        Waivers                                                    27
Section 7.6        Headings                                                   27
Section 7.7        Successors and Assigns                                     27
Section 7.8        No Third Party Beneficiaries                               27
Section 7.9        Governing Law; Consent to Jurisdiction                     28
Section 7.10       Survival                                                   28
Section 7.11       Counterparts                                               28
Section 7.12       Publicity                                                  28
Section 7.13       Severability                                               28
Section 7.14       Further Assurances                                         28











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                                TABLE OF CONTENTS
                                -----------------
                                   (continued)


                                    EXHIBITS
                                    --------

Exhibit A          Form of Senior Secured 9% Convertible Promissory Note
Exhibit B          Series A Warrant
Exhibit C          Pledge Agreement
Exhibit D          Security Agreement
Exhibit E          Registration Rights Agreement
Exhibit F          Irrevocable Transfer Agent Instructions
Exhibit G          Form of Amended Certificate of Incorporation

















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<PAGE>



                            STOCK PURCHASE AGREEMENT

     This STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is dated as of March 5,
2008 by and between  Total  Luxury  Group,  Inc.,  an Indiana  corporation  (the
"Company"),  and Accelerant  Partners LLC, a Delaware limited  liability company
("Accelerant").

                                    Recitals
                                    --------

     A.  Accelerant  owns of record  and  beneficially  38,000,000  shares  (the
"Shares") of Petals Decorative  Accents Inc.  ("Petals") common stock, par value
$0.00001 per share.

     B. The Company  desires to purchase the Shares,  and Accelerant  desires to
sell such Shares, upon the terms and subject to the conditions set forth herein.

     The parties hereto agree as follows:

                                    ARTICLE I
                                Purchase and Sale

     Section 1.1 Purchase and Sale of the Shares. (a) Upon the terms and subject
to the conditions of this Agreement,  at the Closing  referred to in Section 1.4
hereof,  Accelerant shall sell,  convey,  assign,  transfer,  and deliver to the
Company,  and the Company shall purchase,  acquire,  and accept delivery of, the
Shares, free and clear of any and all liens, mortgages, adverse claims, charges,
security interests,  encumbrances,  other restrictions or limitations, or rights
of any third persons whatsoever,  in all cases based on the acts or omissions of
Accelerant and other than liens arising from acts of the Company.

          (b) To effect the transfers  contemplated  by Section  1.1(a),  at the
     Closing,  Accelerant shall deliver or cause to be delivered to the Company,
     against  payment  therefor in  accordance  with  Section 1.4 hereof,  stock
     certificates  representing  the Shares,  accompanied  by stock  powers duly
     executed  in blank and  otherwise  in form  acceptable  to the  Company for
     transfer on the books of Petals.

     Section 1.2 Private Offering Exemption.  Each of the Company and Accelerant
is executing and delivering  this  Agreement in accordance  with and in reliance
upon  the  exemption  from  securities  registration  afforded  by  Rule  506 of
Regulation D ("Regulation D") as promulgated by the United States Securities and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the "Securities Act") or Section 4(2) of the Securities Act.

     Section 1.3  Intention of the Parties.  It is the  intention of the parties
hereto that this  purchase and sale receive  installment  sale  treatment  under
Section 453 of the Internal Revenue Code of 1986, as amended (the "Code").  Each
of the  parties  shall take all lawful  actions  necessary  to insure  that this
transaction is accorded such tax treatment  under the Code and applicable  state
law.

     Section  1.4  Purchase  Price and  Closing.  (a)  Subject  to the terms and
conditions  hereof,  Accelerant  agrees to sell to the Company,  and the Company
agrees to  purchase  the Shares at the  Closing  for a sum of  Nineteen  Million
Dollars ($19,000,000),  Eighty-Five Million (85,000,000) shares of Common Stock,
and a warrant to purchase  100,000,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock") (the "Purchase Price").

          (b) On the  Closing  Date,  against  delivery  to the Company of stock
     certificates evidencing the Shares, the Company shall:



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               (i)  pay to  Accelerant  the  sum  of  Nineteen  Million  Dollars
          ($19,000,000),  which  payment  shall be  evidenced  by the  Company's
          Senior   Secured  9%   Convertible   Promissory   Note  (the   "Note")
          substantially in the form of Exhibit A attached hereto,

               (ii) issue to Accelerant  85,000,000  shares of the Common Stock;
          and

               (iii)  issue to  Accelerant  a warrant  to  purchase  100,000,000
          shares of the Common Stock (the "Series A Warrant")  substantially  in
          the form of Exhibit B attached hereto.

          (c) At the Closing, Accelerant shall deliver:

               (i) to the Pledgee,  certificates representing all of the Shares,
          duly endorsed in blank for transfer,  or with appropriate stock powers
          in blank attached,  which  certificates  shall be held pursuant to the
          terms of a Pledge  Agreement  substantially  in the form of  Exhibit C
          attached hereto;

               (ii) to the  Company,  a  certificate  executed by an  authorized
          officer of Accelerant, on behalf of Accelerant, to the effect that the
          conditions set forth in Section 4.1 have been satisfied; and

               (iii) such other  agreements,  certificates,  and writings as the
          Company may reasonably require.

          (d) At the Closing, the Company shall deliver:

               (i) to Accelerant, the Note;

               (ii) the Common Stock

               (iii) the Series A Warrant;

               (iv) to Accelerant, the Pledge Agreement;

               (v)  to   Accelerant,   a  security   agreement   (the  "Security
          Agreement") substantially in the form of Exhibit D attached hereto;

               (vi)  to  Accelerant,  the  registration  rights  agreement  (the
          "Registration Rights Agreement")  substantially in the form of Exhibit
          E attached hereto;

               (vii) to  Accelerant,  a  certificate  executed by an  authorized
          officer of the Company,  on behalf of the Company,  to the effect that
          the conditions set forth in Section 4.2 have been satisfied; and

               (viii) such other agreements,  certificates,  and writings as the
          Company may reasonably require.

          (e)  The  consummation  of the  sale  of the  Shares,  payment  of the
     Purchase  Price  comprised  of the  Note  and the  Warrant  and  the  other
     transactions contemplated by this Agreement shall take place at the offices
     of Gersten Savage LLP, 600 Lexington Avenue,  9th Floor, New York, New York
     10022  (the  "Closing")  at  10:00  a.m.,  New  York  time on such  date as
     Accelerant  and the  Company  may  agree  upon;  provided,  that all of the



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     conditions  set forth in Article IV hereof and  applicable  to the  Closing
     shall have been  fulfilled or waived in  accordance  herewith (the "Closing
     Date").

          (f) It is the  intention  of  the  parties  that  the  closing  of the
     transactions  contemplated by this Agreement take place simultaneously with
     the Company's  purchase of all the issued and outstanding shares of Petals'
     Class C Preferred Stock (the "Series C Preferred Purchase"),  the execution
     and delivery of a services  agreement by and between the Company and Donald
     Jones and the issuance of a Series B Warrant to Mr. Jones pursuant  thereto
     (the "Jones  Transaction"),  the issuance of the Company's  Common Stock to
     Accelerant,  and the execution and delivery of a placement  agent agreement
     by and between the Company  and  Southridge  Investment  Group LLC. To this
     end,  the closing the Series C  Preferred  Purchase  and the closing of the
     Jones   Transaction  and  the  other   referenced   transactions  are  each
     preconditions to the closing of the contemplated by this Agreement.

     Section  1.5  Termination  in Absence of  Closing.  If the  Closing has not
occurred by the close of business on March 31,  2008,  then any party hereto may
thereafter  terminate this  Agreement by written  notice to such effect,  to the
other party hereto,  without  liability of or to any party to this  Agreement or
any stockholder,  director,  officer,  employee, or representative of such party
unless the reason for Closing  having not occurred is (i) such  party's  willful
breach of the provisions of this Agreement,  or (ii) if all of the conditions to
such party's  obligations  set forth in Article IV have been satisfied or waived
in writing by the date  scheduled  for the Closing  pursuant to Section 1.4, the
failure of such party to perform its  obligations  under this  Article I on such
date; provided, however, that the provisions of Article VI and Article VII shall
survive  any  such  termination;   and,  provided  further,  however,  that  any
termination  pursuant to this Section 1.5 shall not relieve any party hereto who
was  responsible  for Closing having not occurred as described in clauses (i) or
(ii)  above  of any  liability  for  (x)  such  party's  willful  breach  of the
provisions of this  Agreement,  or (y) if all of the  conditions to such party's
obligations  set forth in Article IV have been satisfied or waived in writing by
the date scheduled for the Closing  pursuant to Section 1.4, the failure of such
party to perform its obligations under this Article I on such date.

                                   ARTICLE II
                         Representations and Warranties

     Section 2.1  Representations  and  Warranties  of the Company.  The Company
hereby represents and warrants to Accelerant,  as of the date hereof and Closing
Date (except as set forth on the  Schedule of  Exceptions  attached  hereto with
each numbered Schedule corresponding to the section number herein), as follows:

          (a)   Organization,   Good  Standing  and  Power.  The  Company  is  a
     corporation duly incorporated,  validly existing and in good standing under
     the laws of the State of Indiana and has the requisite  corporate  power to
     own,  lease and  operate  its  properties  and assets  and to  conduct  its
     business  as it is now being  conducted.  Except  as set forth in  Schedule
     2.1(g) hereto,  the Company does not have any  Subsidiaries.  Except as set
     forth on Schedule  2.1(a),  each of the Company and each such Subsidiary is
     duly  qualified  as a foreign  corporation  to do  business  and is in good
     standing  in  every  jurisdiction  in  which  the  nature  of the  business
     conducted or property owned by it makes such qualification necessary except
     for any jurisdiction(s) (alone or in the aggregate) in which the failure to
     be so  qualified  will not have a Material  Adverse  Effect (as  defined in
     Section 2.1(c) hereof) on the Company's financial condition.

          (b)  Authorization;   Enforcement.   The  Company  has  the  requisite
     corporate power and authority to enter into and perform this Agreement, the
     Note,  the  Warrant,  the  Registration  Rights  Agreement,   The  Security
     Agreement,  the  Pledge  Agreement,  and  the  Irrevocable  Transfer  Agent
     Instructions  (as  defined in Section  3.13)  substantially  in the form of
     Exhibit F attached hereto (collectively,  the "Transaction Documents"). The



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     execution,  delivery and  performance of the  Transaction  Documents by the
     Company and the consummation by it of the transactions  contemplated hereby
     and  thereby  have  been  duly  and  validly  authorized  by all  necessary
     corporate  action,  and except as set forth on Schedule 2.1(b),  no further
     consent  or  authorization  of the  Company  or its Board of  Directors  or
     stockholders  is  required.  This  Agreement  has been  duly  executed  and
     delivered by the Company.  The other  Transaction  Documents will have been
     duly  executed and  delivered  by the Company at the  Closing.  Each of the
     Transaction  Documents  constitutes,  or shall constitute when executed and
     delivered,  a valid  and  binding  obligation  of the  Company  enforceable
     against  the  Company  in  accordance  with  its  terms,   except  as  such
     enforceability  may  be  limited  by  applicable  bankruptcy,   insolvency,
     reorganization,  moratorium, liquidation, conservatorship,  receivership or
     similar laws  relating  to, or  affecting  generally  the  enforcement  of,
     creditor's rights and remedies or by other equitable  principles of general
     application.

          (c)  Capitalization.  The authorized  capital stock of the Company and
     the shares thereof  currently  issued and outstanding as of the date hereof
     are set forth on Schedule 2.1(c) hereto.  All of the outstanding  shares of
     the Common  Stock  have been duly and  validly  authorized.  As of the date
     hereof,  the Company does not sufficient  shares of Common Stock to fulfill
     its obligations  under this  Agreement.  By no later than June 1, 2008 (the
     "Charter  Amendment Filing Date"),  the Company will have sufficient shares
     to fulfill its  obligation  hereunder,  and all such shares of Common Stock
     will be duly and validly  authorized  for issuance  upon  conversion of the
     Note,  upon payment of interest  under the Note with shares of Common Stock
     (the "PIK  Shares"),  and  exercise of the Series A Warrant.  Except as set
     forth on Schedule 2.1(c) hereto,  no shares of Common Stock are entitled to
     preemptive  rights or  registration  rights  and  there are no  outstanding
     options,  warrants,  scrip,  rights to subscribe to, call or commitments of
     any character  whatsoever  relating to, or securities or rights convertible
     into,  any shares of capital stock of the Company.  There are no contracts,
     commitments, understandings, or arrangements by which the Company is or may
     become bound to issue additional shares of the capital stock of the Company
     or options,  securities or rights  convertible into shares of capital stock
     of the Company.  Except as set forth on Schedule 2.1(c) hereto, the Company
     is not a party to any  agreement  granting  registration  or  anti-dilution
     rights to any person with respect to any of its equity or debt  securities.
     The Company is not a party to, and it has no  knowledge  of, any  agreement
     restricting  the voting or transfer  of any shares of the capital  stock of
     the  Company.  The  offer  and  sale  of  all  capital  stock,  convertible
     securities, rights, warrants, or options of the Company issued prior to the
     Closing complied with all applicable Federal and state securities laws, and
     no stockholder  has a right of rescission or claim for damages with respect
     thereto. The Company has furnished or made available to Accelerant true and
     correct copies of the Company's  Certificate of  Incorporation as in effect
     on the date hereof (the  "Certificate"),  a copy of the Company's  proposed
     Amended Certificate of Incorporation to be filed upon Stockholder  Approval
     (as defined in Section 3.19) (the "Amended  Certificate" - attached  hereto
     as Exhibit  G), and the  Company's  Bylaws as in effect on the date  hereof
     (the  "Bylaws").  For the  purposes of this  Agreement,  "Material  Adverse
     Effect"  means any material  adverse  effect on the  business,  operations,
     properties,  prospects,  or  financial  condition  of the  Company  and its
     Subsidiaries  and/or any condition,  circumstance,  or situation that would
     prohibit or otherwise  materially interfere with the ability of the Company
     to perform any of its obligations under this Agreement.

          (d) Issuance of  Securities.  The Note and the Warrant to be issued at
     the Closing have been duly authorized by all necessary corporate action and
     when issued in accordance with the terms hereof, the Note and Warrant shall
     be  validly  issued  and   outstanding,   free  and  clear  of  all  liens,
     encumbrances  and  rights of  refusal of any kind.  Upon the  adoption  and
     filing of the Amended  Certificate,  the additional shares of Common Stock,
     when issued in accordance hereof,  shall be validly issued and outstanding,
     free and clear of all  liens,  encumbrances  and  rights of  refusal of any
     kind. When the shares subject to conversion under the Note (the "Conversion
     Shares"),  the PIK Shares,  and the shares  subject to  purchase  under the
     Warrant (the "Warrant  Shares") are issued in accordance  with the terms of
     this  Agreement,  the  Note  and  the  Warrant,  such  shares  will be duly
     authorized  by all  necessary  corporate  action  and  validly  issued  and



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<PAGE>

     outstanding,  fully  paid and  nonassessable,  free and clear of all liens,
     encumbrances  and rights of refusal  of any kind and the  holders  shall be
     entitled to all rights accorded to a holder of Common Stock. The Note,, the
     Warrant,  the  Conversion  Shares  and the  Warrant  Shares  are  sometimes
     collectively referred to as the "Securities."

          (e) No  Conflicts.  The  execution,  delivery and  performance  of the
     Transaction Documents by the Company, the performance by the Company of its
     respective  obligations  thereunder and the  consummation by the Company of
     the  transactions  contemplated  herein and therein do not and will not (i)
     violate any provision of the Company's Certificate,  Amended Certificate or
     Bylaws, (ii) conflict with, or constitute a default (or an event which with
     notice or lapse of time or both would become a default)  under,  or give to
     others any rights of termination,  amendment,  acceleration or cancellation
     of, any agreement, mortgage, deed of trust, indenture, note, bond, license,
     lease  agreement,  instrument or obligation to which the Company is a party
     or by which it or its  properties  or assets  are  bound,  (iii)  create or
     impose a lien,  mortgage,  security interest,  charge or encumbrance of any
     nature on any property of the Company under any agreement or any commitment
     to which  the  Company  is a party or by which the  Company  is bound or by
     which any of its respective  properties or assets are bound, or (iv) result
     in a violation  of any  federal,  state,  local or foreign  statute,  rule,
     regulation,   order,  judgment  or  decree  (including  Federal  and  state
     securities  laws and  regulations)  applicable to the Company or any of its
     Subsidiaries or by which any property or asset of the Company or any of its
     Subsidiaries  are bound or  affected.  The  business of the Company and its
     Subsidiaries is not being conducted in violation of any laws, ordinances or
     regulations  of any  governmental  entity,  except for possible  violations
     which  singularly  or in the  aggregate do not and will not have a Material
     Adverse Effect.  The Company is not required under Federal,  state or local
     law, rule or regulation to obtain any consent,  authorization  or order of,
     or make any filing or registration  with, any court or governmental  agency
     in order for it to execute, deliver or perform any of its obligations under
     the Transaction  Documents,  or issue the Note, the Warrant, the Conversion
     Shares  and the  Warrant  Shares in  accordance  with the  terms  hereof or
     thereof (other than (x) any consent,  authorization  or order that has been
     obtained as of the date  hereof,  (y) any filing or  registration  that has
     been made as of the date hereof or (z) any filings which may be required to
     be  made  by  the  Company  with  the   Commission   or  state   securities
     administrators  subsequent to the Closing, any registration statement which
     may be filed pursuant hereto or any other Transaction  Document,  provided,
     that for purposes of the representation made in this sentence,  the Company
     is assuming and relying  upon the accuracy of the relevant  representations
     and agreements of Accelerant herein.

          (f) Commission Documents, Financial Statements. Except as set forth in
     Schedule  2.1(f),  the Company  has timely  filed all  reports,  schedules,
     forms,  statements and other documents  required to be filed by it with the
     Commission  pursuant  to  the  reporting  requirements  of  the  Securities
     Exchange Act of 1934, as amended the ("Exchange Act"),  including  material
     filed  pursuant to Section  13(a) or 15(d) of the  Exchange Act (all of the
     foregoing  including  filings   incorporated  by  reference  therein  being
     referred  to  herein  as  the  "Commission  Documents").  The  Company  has
     delivered or made available to Accelerant  true and complete  copies of the
     Commission  Documents.  The Company  has not  provided  to  Accelerant  any
     material  non-public  information or other information which,  according to
     applicable  law, rule or  regulation,  was required to have been  disclosed
     publicly  by the Company  but which has not been so  disclosed,  other than
     with respect to the  transactions  contemplated by this  Agreement.  At the
     times of their respective filings, the Commission Documents complied in all
     material  respects with the  requirements of the Exchange Act and the rules
     and regulations of the Commission promulgated thereunder and other federal,
     state and local laws,  rules and regulations  applicable to such documents,
     and,  as of  their  respective  dates,  none  of the  Commission  Documents
     contained  any untrue  statement  of a material  fact or omitted to state a
     material fact  required to be stated  therein or necessary in order to make
     the statements therein, in light of the circumstances under which they were
     made, not misleading.

          The financial  statements of the Company provided to Accelerant and/or



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<PAGE>

     included  in the  Commission  Documents  comply as to form in all  material
     respects with applicable  accounting  requirements  and the published rules
     and regulations of the Commission or other applicable rules and regulations
     with respect  thereto.  Such  financial  statements  have been  prepared in
     accordance with U. S. generally  accepted  accounting  principles  ("GAAP")
     applied on a consistent  basis during the periods  involved  (except (i) as
     may be  otherwise  indicated  in such  financial  statements  or the  notes
     thereto or (ii) in the case of unaudited interim statements,  to the extent
     they may not include footnotes or may be condensed or summary  statements),
     and fairly present in all material  respects the financial  position of the
     Company  and its  Subsidiaries  as of the dates  thereof and the results of
     operations and cash flows for the periods then ended (subject,  in the case
     of unaudited statements, to normal year-end audit adjustments).

          (g) Subsidiaries. Schedule 2.1(g) hereto sets forth each Subsidiary of
     the Company,  showing the jurisdiction of its incorporation or organization
     and showing the percentage of each person's ownership. Each Subsidiary is a
     corporation duly incorporated,  validly existing and in good standing under
     the laws of its  state of  incorporation  and has the  requisite  corporate
     power to own,  lease and operate its  properties  and assets and to conduct
     its  business  as it is now  being  conducted.  For  the  purposes  of this
     Agreement, "Subsidiary" shall mean any corporation or other entity of which
     at least a majority of the securities or other  ownership  interest  having
     ordinary  voting power  (absolutely  or  contingently)  for the election of
     directors or other  persons  performing  similar  functions are at the time
     owned  directly  or  indirectly  by the  Company  and/or  any of its  other
     Subsidiaries.  All of the  outstanding  shares  of  capital  stock  of each
     Subsidiary have been duly authorized and validly issued, and are fully paid
     and nonassessable. There are no outstanding preemptive, conversion or other
     rights,  options,  warrants or  agreements  granted or issued by or binding
     upon any  Subsidiary  for the  purchase  or  acquisition  of any  shares of
     capital stock of any Subsidiary or any other securities  convertible  into,
     exchangeable  for or  evidencing  the rights to subscribe for any shares of
     such capital  stock.  Neither the Company nor any  Subsidiary is subject to
     any obligation (contingent or otherwise) to repurchase or otherwise acquire
     or  retire  any  shares  of the  capital  stock  of any  Subsidiary  or any
     convertible  securities,  rights, warrants or options of the type described
     in the preceding sentence.  Neither the Company nor any Subsidiary is party
     to, nor has any  knowledge  of,  any  agreement  restricting  the voting or
     transfer of any shares of the capital stock of any Subsidiary.

          (h) No  Material  Adverse  Change.  Other  than  as  disclosed  in the
     Company's Commission Documents,  since January 1, 2007, the Company has not
     experienced or suffered any Material Adverse Effect.

          (i) No  Undisclosed  Liabilities.  Except  as set  forth  on  Schedule
     2.1(i),  since  January  1,  2007  neither  the  Company  nor  any  of  its
     Subsidiaries  has any liabilities,  obligations,  claims or losses (whether
     liquidated  or  unliquidated,  secured  or  unsecured,  absolute,  accrued,
     contingent or otherwise)  other than those incurred in the ordinary  course
     of the  Company's or its  Subsidiaries'  respective  businesses  and which,
     individually  or in the  aggregate,  do not or would  not  have a  Material
     Adverse Effect on the Company or its Subsidiaries, as the case may be.

          (j)  Off  Balance  Sheet   Arrangements.   There  is  no  transaction,
     arrangement,   or  other   relationship   between   the   Company   and  an
     unconsolidated  or other off  balance  sheet  entity that is required to be
     disclosed  by  the  Company  in  its  Commission  Documents  and  is not so
     disclosed or, to the extent that such  Commission  Documents  have not been
     timely filed,  has been  separately  disclosed to Accelerant that otherwise
     would be reasonably likely to have a Material Adverse Effect.

          (k) No Undisclosed  Events or Circumstances.  No event or circumstance
     has occurred or exists with respect to the Company or its  Subsidiaries  or
     their respective businesses, properties, prospects, operations or financial
     condition, which, under applicable law, rule or regulation, requires public
     disclosure  or  announcement  by the  Company  but  which  has not  been so



                                       6
<PAGE>

     publicly announced or disclosed.

          (l)  Indebtedness.  Schedule  2.1(l)  hereto sets forth as of the date
     hereof all outstanding secured and unsecured Indebtedness of the Company or
     any Subsidiary, or for which the Company or any Subsidiary has commitments.
     For the  purposes  of this  Agreement,  "Indebtedness"  shall  mean (a) any
     liabilities for borrowed money or amounts owed, whether  individually or in
     aggregate,  in  excess of  $100,000  (other  than  trade  accounts  payable
     incurred  in  the  ordinary  course  of  business),   (b)  all  guaranties,
     endorsements and other contingent obligations in respect of Indebtedness of
     others, whether or not the same are or should be reflected in the Company's
     balance sheet (or the notes thereto),  except  guaranties by endorsement of
     negotiable instruments for deposit or collection or similar transactions in
     the  ordinary  course of business;  and (c) the present  value of any lease
     payments in excess of $25,000 due under leases  required to be  capitalized
     in accordance with GAAP.  Except as set forth on Schedule  2.1(l),  neither
     the  Company  nor  any  Subsidiary  is  in  default  with  respect  to  any
     Indebtedness.

          (m) Title to Assets.  Except as set forth on Schedule 2.1(m),  each of
     the Company and the  Subsidiaries  has good and marketable  title to all of
     its real and personal property,  free and clear of any mortgages,  pledges,
     charges,  liens,  security interests or other  encumbrances.  Except as set
     forth  on  Schedule  2.1(m),  all  leases  of the  Company  and each of its
     Subsidiaries are valid and subsisting and in full force and effect.

          (n)  Insurance.  The  Company  and the  Subsidiaries  are  insured  by
     insurers of  recognized  financial  responsibility  against such losses and
     risks and in such amounts as are prudent and  customary  in the  businesses
     and location in which the Company and the Subsidiaries are engaged. Neither
     the Company nor any  Subsidiary has any knowledge that it will be unable to
     renew its existing  insurance coverage for the Company and the Subsidiaries
     as and when such  coverage  expires  or to  obtain  similar  coverage  from
     similar  insurers as may be necessary  to continue  its business  without a
     significant increase in cost.

          (o) Actions Pending.  There is no action, suit, claim,  investigation,
     arbitration,   alternate  dispute   resolution   proceeding  or  any  other
     proceeding pending or, to the knowledge of the Company,  threatened against
     the  Company  or any  Subsidiary  which  questions  the  validity  of  this
     Agreement or any of the other  Transaction  Documents  or the  transactions
     contemplated  hereby or thereby or any action taken or to be taken pursuant
     hereto  or  thereto.  There  is  no  action,  suit,  claim,  investigation,
     arbitration,   alternate  dispute   resolution   proceeding  or  any  other
     proceeding pending or, to the knowledge of the Company, threatened, against
     or  involving  the  Company,  any  Subsidiary  or any of  their  respective
     properties  or  assets.   There  are  no  outstanding  orders,   judgments,
     injunctions,  awards or decrees of any court, arbitrator or governmental or
     regulatory  body against the Company or any  Subsidiary  or any officers or
     directors of the Company or Subsidiary in their capacities as such.

          (p)  Compliance  with  Law.  The  business  of  the  Company  and  the
     Subsidiaries  has been and is presently  being conducted in accordance with
     all  applicable   federal,   state  and  local  governmental  laws,  rules,
     regulations   and   ordinances,   except  for  such   noncompliance   that,
     individually  or in the  aggregate,  would  not  cause a  Material  Adverse
     Effect.  The  Company  and each of its  Subsidiaries  have all  franchises,
     permits,   licenses,   consents  and  other   governmental   or  regulatory
     authorizations  and approvals  necessary for the conduct of its business as
     now being  conducted by it unless the failure to possess  such  franchises,
     permits,   licenses,   consents  and  other   governmental   or  regulatory
     authorizations and approvals,  individually or in the aggregate,  would not
     have a Material Adverse Effect.

          (q) Taxes.  The Company and each of the  Subsidiaries  has  accurately
     prepared and filed all federal, state and other tax returns required by law
     to be filed by it, has paid or made provisions for the payment of all taxes
     shown to be due and all  additional  assessments,  and adequate  provisions



                                       7
<PAGE>

     have been and are reflected in the financial  statements of the Company and
     the  Subsidiaries  for all  current  taxes and other  charges  to which the
     Company or any  Subsidiary  is subject and which are not  currently due and
     payable.  None of the  federal  income tax  returns  of the  Company or any
     Subsidiary have been audited by the Internal Revenue  Service.  The Company
     has no knowledge of any additional  assessments,  adjustments or contingent
     tax liability (whether federal or state) of any nature whatsoever,  whether
     pending or threatened against the Company or any Subsidiary for any period,
     nor of any basis for any such assessment, adjustment or contingency.

          (r) Certain Fees. Except for the fees payable pursuant to that certain
     placement  agent  agreement  dated March 7, 2008 by and between  Southridge
     Investment  Group LLC and the  Company,  no brokers,  finders or  financial
     advisory  fees  or  commissions  will  be  payable  by the  Company  or any
     Subsidiary or Accelerant with respect to the  transactions  contemplated by
     this Agreement.

          (s) Disclosure. Neither this Agreement or the Schedules hereto nor any
     other documents,  certificates or instruments furnished to Accelerant by or
     on  behalf  of the  Company  or  any  Subsidiary  in  connection  with  the
     transactions contemplated by this Agreement contain any untrue statement of
     a material fact or omit to state a material fact necessary in order to make
     the statements  made herein or therein,  in the light of the  circumstances
     under which they were made herein or therein, not misleading.

          (t) Operation of Business. Except as set forth in Schedule 2.1(t), the
     Company  and  each of the  Subsidiaries  owns  or  possesses  all  patents,
     trademarks,  domain names  (whether or not  registered)  and any patentable
     improvements  or  copyrightable  derivative  works  thereof,  websites  and
     intellectual property rights relating thereto,  service marks, trade names,
     copyrights, licenses and authorizations, and all rights with respect to the
     foregoing,  which are  necessary  for the  conduct of its  business  as now
     conducted without any conflict with the rights of others.

          (u) Environmental Compliance. The Company and each of its Subsidiaries
     have  obtained  all  material   approvals,   authorization,   certificates,
     consents,  licenses,  orders and permits or other similar authorizations of
     all governmental  authorities,  or from any other person, that are required
     under any Environmental  Laws. Except as set forth on Schedule 2.1(u),  the
     Commission  Documents  describe  all material  permits,  licenses and other
     authorizations  issued under any  Environmental  Laws to the Company or its
     Subsidiaries.  "Environmental Laws" shall mean all applicable laws relating
     to the protection of the environment  including,  without  limitation,  all
     requirements pertaining to reporting, licensing,  permitting,  controlling,
     investigating or remediating emissions,  discharges, releases or threatened
     releases  of  hazardous   substances,   chemical  substances,   pollutants,
     contaminants  or toxic  substances,  materials  or wastes,  whether  solid,
     liquid or gaseous in nature,  into the air,  surface water,  groundwater or
     land,  or  relating  to the  manufacture,  processing,  distribution,  use,
     treatment,   storage,   disposal,   transport   or  handling  of  hazardous
     substances,   chemical  substances,   pollutants,   contaminants  or  toxic
     substances, material or wastes, whether solid, liquid or gaseous in nature.
     The Company has all necessary  governmental  approvals  required  under all
     Environmental  Laws and used in its  business or in the  business of any of
     its  Subsidiaries.  The  Company and each of its  Subsidiaries  are also in
     compliance with all other limitations, restrictions, conditions, standards,
     requirements,  schedules  and  timetables  required  or  imposed  under all
     Environmental  Laws. Except for such instances as would not individually or
     in the  aggregate  have a  Material  Adverse  Effect,  there are no past or
     present events, conditions, circumstances,  incidents, actions or omissions
     relating to or in any way  affecting the Company or its  Subsidiaries  that
     violate or may violate any Environmental Law after the Closing Date or that
     may give rise to any environmental  liability,  or otherwise form the basis
     of  any  claim,  action,  demand,  suit,  proceeding,   hearing,  study  or
     investigation (i) under any Environmental  Law, or (ii) based on or related
     to the  manufacture,  processing,  distribution,  use,  treatment,  storage
     (including  without  limitation   underground  storage  tanks),   disposal,
     transport or handling,  or the emission,  discharge,  release or threatened



                                       8
<PAGE>

     release of any hazardous substance.

          (v) Books  and  Record  Internal  Accounting  Controls.  The books and
     records  of the  Company  and its  Subsidiaries  accurately  reflect in all
     material  respects the information  relating to the business of the Company
     and the Subsidiaries,  the location and collection of their assets, and the
     nature of all  transactions  giving  rise to the  obligations  or  accounts
     receivable  of the Company or any  Subsidiary.  The Company and each of its
     Subsidiaries  maintain a system of internal accounting controls sufficient,
     in the judgment of the Company,  to provide  reasonable  assurance that (i)
     transactions  are  executed  in  accordance  with  management's  general or
     specific  authorizations,  (ii)  transactions  are recorded as necessary to
     permit  preparation of financial  statements in conformity with GAAP and to
     maintain asset accountability,  (iii) access to assets is permitted only in
     accordance with management's general or specific authorization and (iv) the
     recorded  accountability for assets is compared with the existing assets at
     reasonable  intervals and  appropriate  action is taken with respect to any
     differences.

          (w) Material  Agreements.  Except for the Transaction  Documents (with
     respect to clause (i) only), or as set forth on Schedule 2.1(w) hereto,  or
     as would not be reasonably  likely to have a Material  Adverse Effect,  (i)
     the Company and each of its  Subsidiaries  have  performed all  obligations
     required  to be  performed  by them  to  date  under  any  written  or oral
     contract,   instrument,   agreement,   commitment,   obligation,   plan  or
     arrangement,  filed or  required  to be  filed  with  the  Commission  (the
     "Material   Agreements"),   (ii)   neither  the  Company  nor  any  of  its
     Subsidiaries  has  received  any  notice  of  default  under  any  Material
     Agreement  and, (iii) to the best of the Company's  knowledge,  neither the
     Company  nor any of its  Subsidiaries  is in  default  under  any  Material
     Agreement now in effect.

          (x)  Transactions  with  Affiliates.  Except as set forth on  Schedule
     2.1(x),  there  are  no  loans,  leases,  agreements,   contracts,  royalty
     agreements,  management  contracts  or  arrangements  or  other  continuing
     transactions between (i) the Company or any Subsidiary on the one hand, and
     (ii) on the other hand,  any officer,  employee,  consultant or director of
     the Company or any of its  Subsidiaries,  or any person  owning any capital
     stock of the  Company  or any  Subsidiary  or any  member of the  immediate
     family of such officer, employee,  consultant,  director or stockholder, or
     any  corporation  or other entity  controlled  by such  officer,  employee,
     consultant, director or stockholder, or a member of the immediate family of
     such officer, employee, consultant, director or stockholder.

          (y) [reserved].

          (z)  Securities  Act  of  1933.   Based  in  material  part  upon  the
     representations  herein of  Accelerant,  the Company has  complied and will
     comply with all applicable  federal and state securities laws in connection
     with the  offer and  issuance  of the  Securities  hereunder.  Neither  the
     Company nor anyone  acting on its behalf,  directly or  indirectly,  has or
     will sell,  offer to sell or solicit offers to buy any of the Securities or
     similar  securities  to, or solicit  offers with respect  thereto  from, or
     enter into any preliminary  conversations or negotiations  relating thereto
     with,  any person,  or has taken or will take any action so as to bring the
     issuance  and  sale  of  any  of  the  Securities  under  the  registration
     provisions of the Securities Act and applicable  state securities laws, and
     neither the Company nor any of its affiliates, nor any person acting on its
     or their behalf, has engaged in any form of general solicitation or general
     advertising  (within the meaning of Regulation D under the Securities  Act)
     in connection with the offer or issuance of any of the Securities.

          (aa) Governmental Approvals. Except for the filing of any notice prior
     or  subsequent  to the Closing Date that may be required  under  applicable
     state and/or Federal securities laws (which if required,  shall be filed on
     a  timely  basis),  including  the  filing  of a Form D and a  registration
     statement or statements pursuant to the Registration Rights Agreement,  and
     the filing of the Amended  Certificate  with the Secretary of State for the
     State of Indiana, no authorization,  consent, approval,  license, exemption



                                       9
<PAGE>

     of,  filing  or  registration  with any court or  governmental  department,
     commission, board, bureau, agency or instrumentality,  domestic or foreign,
     is or will be  necessary  for, or in  connection  with,  the  execution  or
     delivery of the Note and the Warrant, or for the performance by the Company
     of its obligations under the other Transaction Documents.

          (bb)  Employees.  Neither  the  Company  nor  any  Subsidiary  has any
     collective  bargaining  arrangements  or  agreements  covering  any  of its
     employees. Except as set forth on Schedule 2.1(bb), neither the Company nor
     any   Subsidiary  has  any  employment   contract,   agreement,   regarding
     proprietary  information,   non-competition   agreement,   non-solicitation
     agreement,  confidentiality  agreement,  or any other  similar  contract or
     restrictive  covenant,  relating to the right of any  officer,  employee or
     consultant to be employed or engaged by the Company or such Subsidiary.  No
     officer,  consultant or key employee of the Company or any Subsidiary whose
     termination, either individually or in the aggregate, could have a Material
     Adverse Effect, has terminated or, to the knowledge of the Company, has any
     present  intention of terminating  his or her employment or engagement with
     the Company or any Subsidiary.

          (cc) Absence of Certain Developments.  Except as set forth on Schedule
     2.1(cc), since January 1, 2007, neither the Company nor any Subsidiary has:

               (i) issued any stock, bonds or other corporate  securities or any
          rights, options or warrants with respect thereto;

               (ii)  borrowed  any amount or incurred  or become  subject to any
          liabilities   (absolute  or  contingent)  except  current  liabilities
          incurred in the ordinary  course of business  which are  comparable in
          nature and amount to the current liabilities  incurred in the ordinary
          course of business  during the comparable  portion of its prior fiscal
          year;

               (iii) discharged or satisfied any lien or encumbrance or paid any
          obligation or liability  (absolute or contingent),  other than current
          liabilities paid in the ordinary course of business;

               (iv)  declared  or made any  payment or  distribution  of cash or
          other property to stockholders with respect to its stock, or purchased
          or  redeemed,  or made any  agreements  so to purchase or redeem,  any
          shares of its capital stock;

               (v) sold,  assigned or transferred any other tangible assets,  or
          canceled  any  debts or  claims,  except  in the  ordinary  course  of
          business;

               (vi) sold, assigned or transferred any patent rights, trademarks,
          trade names,  copyrights,  trade secrets or other intangible assets or
          intellectual   property   rights,   or   disclosed   any   proprietary
          confidential  information  to any person  except to  customers  in the
          ordinary course of business;

               (vii)  suffered  any  substantial  losses or waived any rights of
          material value, whether or not in the ordinary course of business,  or
          suffered the loss of any material amount of prospective business;

               (viii) made any changes in  employee  compensation  except in the
          ordinary course of business and consistent with past practices;

               (ix) made  capital  expenditures  or  commitments  therefor  that
          aggregate in excess of $100,000;



                                       10
<PAGE>

               (x) entered into any other transaction other than in the ordinary
          course of business,  or entered into any other  material  transaction,
          whether or not in the ordinary course of business;

               (xi)  made  charitable  contributions  or  pledges  in  excess of
          $25,000;

               (xii) suffered any material damage, destruction or casualty loss,
          whether or not covered by insurance;

               (xiii) experienced any material problems with labor or management
          in connection with the terms and conditions of their employment;

               (xiv) effected any two or more events of the foregoing kind which
          in the aggregate would be material to the Company or its Subsidiaries;
          or

               (xv) entered into an agreement, written or otherwise, to take any
          of the foregoing actions.

          (dd) [reserved].

          (ee) [reserved].

          (ff) Dilutive Effect.  The Company  understands and acknowledges  that
     its  obligation to (i) issue the Conversion  Shares upon  conversion of the
     Note and (ii) its obligations to issue the Warrant Shares upon the exercise
     of the Warrant is, in each case,  absolute and unconditional  regardless of
     the dilutive  effect that such issuance may have on the ownership  interest
     of other stockholders of the Company.

          (gg) No  Integrated  Offering.  Neither  the  Company,  nor any of its
     affiliates,  nor any person acting on its or their behalf,  has directly or
     indirectly made any offers or sales of any security or solicited any offers
     to buy any security  under  circumstances  that would cause the issuance of
     the  Securities  pursuant to this  Agreement  to be  integrated  with prior
     offerings  by the Company for  purposes of the  Securities  Act which would
     prevent the Company from issuing the Securities  pursuant to Rule 506 under
     the Securities Act, or any applicable exchange-related stockholder approval
     provisions,  nor will the Company or any of its affiliates or  Subsidiaries
     take any action or steps that would cause the issuance of the  Securitie to
     be  integrated  with  other  offerings.  The  Company  does  not  have  any
     registration statement pending before the Commission or currently under the
     Commission's  review and since January 1, 2007, the Company has not offered
     or sold any of its equity  securities or debt securities  convertible  into
     shares of Common Stock.

          (hh) [reserved].

          (jj) Application of Takeover Protections. The Company and its board of
     directors  have  taken all  necessary  action,  if any,  in order to render
     inapplicable any control share acquisition,  business  combination,  poison
     pill (including any distribution under a rights agreement) or other similar
     anti-takeover  provision under the Company's  charter documents or the laws
     of its state of  incorporation  that is or could  reasonably be expected to
     become  applicable to Accelerant as a result of Accelerant  and the Company
     fulfilling   their   obligations  or  exercising  their  rights  under  the
     Transaction  Documents,   including,   without  limitation,  the  Company's
     issuance of the Securities and Accelerant's ownership of the Securities.



                                       11
<PAGE>

          (kk) Transfer Agent. The name, address,  telephone number, fax number,
     contact person and email address of the Company's current transfer agent is
     set forth on Schedule 2.1(kk) hereto.

     Section 2.2 Representations and Warranties of Accelerant. Accelerant hereby
makes the following representations and warranties to the Company:

          (a) Organization  and Standing of Accelerant.  Accelerant is a limited
     partnership  duly  incorporated or organized,  validly existing and in good
     standing under the laws of the jurisdiction of its organization.

          (b)  Authorization  and Power.  Accelerant has the requisite power and
     authority to enter into and perform this  Agreement  and to sell the Shares
     being  purchased by the Company  hereunder.  The execution,  delivery,  and
     performance of this Agreement,  the Pledge Agreement,  and the Registration
     Rights   Agreement  by  Accelerant  and  the  consummation  by  it  of  the
     transactions  contemplated  hereby and thereby have been duly authorized by
     all necessary  partnership  action, and no further consent or authorization
     of  Accelerant  or its partners is required.  Each of this  Agreement,  the
     Pledge  Agreement,  and the  Registration  Rights  Agreement  has been duly
     authorized, executed, and delivered by Accelerant and constitutes, or shall
     constitute when executed and delivered,  a valid, and binding obligation of
     Accelerant  enforceable  against  Accelerant in  accordance  with the terms
     thereof,  except  as  such  enforceability  may be  limited  by  applicable
     bankruptcy,   insolvency,    reorganization,    moratorium,    liquidation,
     conservatorship,  receivership  or similar  laws  relating to, or affecting
     generally the  enforcement of,  creditor's  rights and remedies or by other
     equitable principles of general application.

          (c) No Conflicts.  The  execution,  delivery and  performance  of this
     Agreement and the  Registration  Rights  Agreement and the  consummation by
     Accelerant of the transactions  contemplated hereby and thereby or relating
     hereto  do not and will  not (i)  result  in a  violation  of  Accelerant's
     organizational documents or (ii) conflict with, or constitute a default (or
     an event which with notice or lapse of time or both would become a default)
     under, or give to others any rights of termination, amendment, acceleration
     or cancellation of any agreement,  indenture or instrument or obligation to
     which Accelerant is a party or by which its properties or assets are bound,
     or result in a violation of any law,  rule,  or  regulation,  or any order,
     judgment  or decree  of any  court or  governmental  agency  applicable  to
     Accelerant  or its  properties  (except for such  conflicts,  defaults  and
     violations as would not, individually or in the aggregate,  have a material
     adverse  effect on  Accelerant).  Accelerant  is not required to obtain any
     consent,  authorization  or order  of, or make any  filing or  registration
     with, any court or governmental agency in order for it to execute,  deliver
     or perform any of its obligations  under this Agreement or the Registration
     Rights Agreement or to sell the Shares in accordance with the terms hereof;
     provided  that for purposes of the  representation  made in this  sentence,
     Accelerant  is assuming  and  relying  upon the  accuracy  of the  relevant
     representations and agreements of the Company herein.

          (d) Acquisition for Investment. Accelerant is acquiring the Securities
     solely for its own  account for the  purpose of  investment  and not with a
     view to or for sale in connection  with  distribution.  Accelerant does not
     have a present intention to sell the Securities,  nor a present arrangement
     (whether or not legally binding) or intention to effect any distribution of
     the Securities to or through any person or entity; provided,  however, that
     by making the representations herein, Accelerant does not agree to hold the
     Securities for any minimum or other specific term and reserves the right to
     dispose of the Securities at any time in accordance  with Federal and state
     securities laws applicable to such disposition.

          (e) Status of Accelerants.  Accelerant is an "accredited  investor" as
     defined in Regulation D promulgated under the Securities Act. Accelerant is



                                       12
<PAGE>

     not required to be  registered as a  broker-dealer  under Section 15 of the
     Exchange Act and Accelerant is not a broker-dealer.

          (f)  No  General  Solicitation.   Accelerant   acknowledges  that  the
     Securities  were not offered to  Accelerant by means of any form of general
     or public  solicitation or general  advertising,  or publicly  disseminated
     advertisements  or  sales  literature,  including  (i)  any  advertisement,
     article,   notice  or  other  communication  published  in  any  newspaper,
     magazine,  or similar media, or broadcast over television or radio, or (ii)
     any  seminar  or  meeting  to which  Accelerant  was  invited by any of the
     foregoing means of communications.

          (g) Rule 144. Accelerant  understands that the Securities must be held
     indefinitely unless such Securities are registered under the Securities Act
     or an exemption from  registration  is available.  Accelerant  acknowledges
     that  Accelerant is familiar with Rule 144 of the rules and  regulations of
     the  Commission,  as amended,  promulgated  pursuant to the  Securities Act
     ("Rule 144"),  and that  Accelerant  has been advised that Rule 144 permits
     resales only under certain  circumstances.  Accelerant  understands that to
     the extent  that Rule 144 is not  available,  Accelerant  will be unable to
     sell any Securities without either registration under the Securities Act or
     the existence of another exemption from such registration requirement.

          (h) General.  Accelerant  understands  that the  Securities  are being
     offered  and  sold  in  reliance  on a  transactional  exemption  from  the
     registration  requirement  of  Federal  and state  securities  laws and the
     Company  is relying  upon the truth and  accuracy  of the  representations,
     warranties,  agreements,  acknowledgments  and understandings of Accelerant
     set forth herein in order to determine the applicability of such exemptions
     and the suitability of Accelerant to acquire the Securities.

          (i) No Liens. Against payment of the Purchase Price, the Company shall
     purchase,  acquire,  and accept delivery of, the Shares,  free and clear of
     any and all liens, mortgages,  adverse claims, charges, security interests,
     encumbrances,  other  restrictions or  limitations,  or rights of any third
     persons  whatsoever,  in all  cases  based  on the  acts  or  omissions  of
     Accelerant and other than liens arising from acts of the Company.

















                                       13
<PAGE>

                                   ARTICLE III
                                    Covenants

     The Company  covenants with Accelerant as follows,  which covenants are for
the benefit of Accelerant and its permitted assignees (as defined herein):

     Section 3.1 Securities Compliance.  The Company shall notify the Commission
in accordance with their rules and regulations, of the transactions contemplated
by any of the Transaction  Documents,  including filing a Form D with respect to
the Note,  the  Warrant,  Conversion  Shares and the Warrant  Shares as required
under  Regulation  D and  applicable  "blue sky" laws,  and shall take all other
necessary  action and proceedings as may be required and permitted by applicable
law,  rule and  regulation,  for the legal and valid  issuance of the Note,  the
Warrant,  the  Conversion  Shares  and  the  Warrant  Shares  to  Accelerant  or
subsequent holders.

     Section 3.2 Registration  and Listing.  The Company shall (a) comply in all
respects with its reporting and filing  obligations  under the Exchange Act, (b)
comply  with  all  requirements  related  to any  registration  statement  filed
pursuant to this Agreement and the Registration  Rights  Agreement,  and (c) not
take any action or file any document (whether or not permitted by the Securities
Act  or  the  rules  promulgated   thereunder)  to  terminate  or  suspend  such
registration  or to terminate or suspend its  reporting  and filing  obligations
under the Exchange  Act or  Securities  Act,  except as  permitted  herein.  The
Company  will take all action  necessary  to cause the  relisting  of its Common
Stock and thereafter  continue the listing or trading of its Common Stock on the
OTC  Bulletin  Board or other  exchange  or market on which the Common  Stock is
trading or may be traded in the future.  Subject to the terms of the Transaction
Documents,  the Company further  covenants that it will take such further action
as Accelerant may reasonably  request,  all to the extent  required from time to
time to enable  Accelerant  to sell the Shares  without  registration  under the
Securities  Act within the  limitation  of the  exemptions  provided by Rule 144
promulgated  under the  Securities  Act.  Upon the  request of  Accelerant,  the
Company shall deliver to Accelerant a written certification of a duly authorized
officer as to whether it has complied with such requirements.

     Section 3.3  Inspection  Rights.  The Company shall  permit,  during normal
business hours and upon reasonable request and reasonable notice,  Accelerant or
any employees,  agents or representatives  thereof,  so long as Accelerant shall
beneficially own the Note or shall own Conversion  Shares and/or Warrant Shares,
which,  in the aggregate  (on an as converted  basis),  represent  more than two
percent (2%) of the total combined  voting power of all voting  securities  then
outstanding,  for purposes  reasonably  related to  Accelerant's  interests as a
stockholder,  to examine and make  reasonable  copies of and  extracts  from the
records and books of account of, and visit and inspect the  properties,  assets,
operations  and business of the Company and any  Subsidiary,  and to discuss the
affairs, finances and accounts of the Company and any Subsidiary with any of its
officers, consultants, directors, and key employees.

     Section 3.4 Compliance with Laws. The Company shall comply,  and cause each
Subsidiary,  whether  such  Subsidiary  is in  existence  as of the date of this
agreement or formed or acquired  subsequent  to the date of this  agreement,  to
comply, with all applicable laws, rules,  regulations and orders,  noncompliance
with which could have a Material Adverse Effect.

     Section 3.5 Keeping of Records and Books of Account. The Company shall keep
and cause each  Subsidiary  to keep  adequate  records and books of account,  in
which  complete  entries  will be  made in  accordance  with  GAAP  consistently
applied,   reflecting  all  financial   transactions  of  the  Company  and  its
Subsidiaries,  and in which,  for each  fiscal  year,  all proper  reserves  for
depreciation, depletion, obsolescence,  amortization, taxes, bad debts and other



                                       14
<PAGE>

purposes in connection with its business shall be made.

     Section 3.6  Furnishing of  Information.  Until all of the  Securities  are
eligible  for sale  without  restriction  under Rule 144  promulgated  under the
Securities  Act, the Company  covenants to timely file (or obtain  extensions in
respect  thereof  and file  within the  applicable  grace  period)  all  reports
required  to be filed by the  Company  after  the date  hereof  pursuant  to the
Exchange  Act.  Until  all of the  Securities  are  eligible  for  sale  without
restriction  under Rule 144 promulgated under the Securities Act, if the Company
is not  required  to file  reports  pursuant to such laws,  it will  prepare and
furnish to Accelerant and make publicly available in accordance with Rule 144(c)
such information as is required for Accelerant to sell the Securities under Rule
144. The Company further  covenants that it will take such further action as any
holder of Securities may  reasonably  request,  all to the extent  required from
time to time to enable such Person to sell the Securities  without  registration
under the Securities  Act within the  limitation of the  exemptions  provided by
Rule 144.

     Section 3.7 Reporting Requirements. Whenever the Company's periodic reports
to be filed under the Exchange Act are not available  via the Internet,  then at
Accelerant's  request the Company  shall  furnish the following to Accelerant so
long as Accelerant shall beneficially own any Securities:

          (a) quarterly  Reports filed with the  Commission on Form 10-Q as soon
     as practical  after the document is filed with the  Commission,  and in any
     event within five (5) days after the document is filed with the Commission;

          (b) annual  Reports filed with the  Commission on Form 10-K as soon as
     practical after the document is filed with the Commission, and in any event
     within five (5) days after the document is filed with the Commission; and

          (c)  copies  of  all  notices  and  information,   including   without
     limitation  notices and proxy  statements in connection  with any meetings,
     that are provided to holders of shares of Common  Stock,  contemporaneously
     with the delivery of such notices or  information to such holders of Common
     Stock.

     Section 3.8 Amendments.  Other than the filing of the Amended  Certificate,
the Company shall not amend or waive any provision of the  Certificate or Bylaws
of the Company in any way that would  adversely  affect the rights of Accelerant
under any of the Transaction Documents.

     Section  3.9  Other  Agreements.  The  Company  shall  not  enter  into any
agreement  in which the terms of such  agreement  would  restrict  or impair the
right  or  ability  to  perform  of the  Company  or any  Subsidiary  under  any
Transaction Document.

     Section 3.10 Distributions.  So long as the Note remains  outstanding,  the
Company  agrees that it shall not (i) declare or pay any  dividends  or make any
distributions  to any  holder(s) of Common  Stock or (ii)  purchase or otherwise
acquire for value,  directly or  indirectly,  any Common  Stock or other  equity
security of the Company.

     Section 3.11 Reservation of Shares.  The Company undertakes to use its best
efforts  under  applicable  state and  federal  law to  increase  the  number of
authorized  shares  of  Common  Stock  to  enable  Accelerant  to  exercise  its
conversion  rights  provided in the Note and its purchase rights provided in the
Warrant.  In all  events,  the  adoption  and  filing  of  Accelerant's  Amended



                                       15
<PAGE>

Certificate  shall be  accomplished  by no later than June 1,  2008.  Subject to
foregoing  sentence,  so long as any of the Note or Warrant remain  outstanding,
the Company shall take all action necessary to at all times have authorized, and
reserved for the purpose of issuance, no less than two hundred percent (200%) of
the  aggregate  number  of  shares of Common  Stock  needed to  provide  for the
issuance of the Conversion Shares and the Warrant Shares.

     Section  3.12  Transfer  Agent   Instructions.   The  Company  shall  issue
irrevocable  instructions  to its transfer  agent,  and any subsequent  transfer
agent,  to  issue  certificates,  registered  in the name of  Accelerant  or its
respective nominee(s),  for the Conversion Shares and the Warrant Shares in such
amounts  as  specified  from  time to time by  Accelerant  to the  Company  upon
conversion  of the Note or  exercise  of the  Warrant  in the form of  Exhibit F
attached  hereto  (the  "Irrevocable  Transfer  Agent  Instructions").  Prior to
registration  of  the  Conversion  Shares  and  the  Warrant  Shares  under  the
Securities  Act,  all  such  certificates  shall  bear  the  restrictive  legend
specified  in  Section  5.1 of this  Agreement.  The  Company  warrants  that no
instruction other than the Irrevocable  Transfer Agent Instructions  referred to
in this Section 3.12 will be given by the Company to its transfer agent and that
the Shares shall  otherwise be freely  transferable  on the books and records of
the Company as and to the extent provided in this Agreement and the Registration
Rights Agreement. If Accelerant provides the Company with an opinion of counsel,
in a generally acceptable form, to the effect that a public sale,  assignment or
transfer of the Shares may be made without registration under the Securities Act
or Accelerant  provides the Company with reasonable  assurances that such Shares
can be sold  pursuant to Rule 144 without  any  restriction  as to the number of
securities  acquired as of a particular date that can then be immediately  sold,
the  Company  shall  permit  the  transfer,  and,  in the  case  of the  Common,
Conversion  Shares and the Warrant Shares,  promptly instruct its transfer agent
to issue  one or more  certificates  in such name and in such  denominations  as
specified  by  Accelerant  and  without  any  restrictive  legend.  The  Company
acknowledges that a breach by it of its obligations under this Section 3.12 will
cause  irreparable harm to Accelerant by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly,  the Company acknowledges that the
remedy at law for a breach of its  obligations  under this  Section 3.12 will be
inadequate  and  agrees,  in the event of a breach or  threatened  breach by the
Company  of the  provisions  of this  Section  3.12,  that  Accelerant  shall be
entitled,  in  addition  to all other  available  remedies,  to an order  and/or
injunction restraining any breach and requiring immediate issuance and transfer,
without the  necessity  of showing  economic  loss and without any bond or other
security being required.

     Section  3.13  Disposition  of Assets.  So long as the Note and/or  Warrant
remain outstanding,  neither the Company nor any Subsidiary shall sell, transfer
or  otherwise  dispose of any of its  properties,  assets and rights  including,
without limitation, its software and intellectual property, to any person except
for sales to  customers  in the  ordinary  course of  business or with the prior
written consent of the holder of the Note.

     Section  3.14  Reporting  Status.  The Company  undertakes  to use its best
efforts to become  reporting  under the federal  securities  laws and seek to be
re-listed for quotation on the OTC Bulletin  Board as soon as practical,  and in
all events by no later than June 1, 2008.  Subject to the foregoing,  so long as
Accelerant  beneficially  owns any of the  Securities,  the Company shall timely
file all  reports  required  to be filed  with the  Commission  pursuant  to the
Exchange Act, and the Company shall not cease filing  reports under the Exchange
Act even if the  Exchange  Act or the rules  and  regulations  thereunder  would
permit such termination.

     Section 3.15 Disclosure of Transaction.  At the request of Accelerant,  the
Company  shall  issue a press  release  describing  the  material  terms  of the
transactions  contemplated  hereby (the "Press  Release") as soon as practicable
after the Closing but in no event later than 9:00 A.M. Eastern Time on the first
Trading  Day  following  the  Closing.  The  Company  shall  also  file with the



                                       16
<PAGE>

Commission a Current Report on Form 8-K (the "Form 8-K") describing the material
terms of the transactions contemplated hereby (and attaching as exhibits thereto
this Agreement,  the Registration Rights Agreement,  the Security Agreement, the
Pledge  Agreement,  the form of the Series A Warrant  and the Press  Release) as
soon as  practicable  following  the Closing Date but in no event more than four
(4) Trading Days  following the Closing  Date,  which Press Release and Form 8-K
shall be subject to prior review and comment by counsel for Accelerant. "Trading
Day" means any day during which the OTC Bulletin Board (or other quotation venue
or  principal  exchange on which the Common  Stock is traded)  shall be open for
trading.

     Section 3.16 Disclosure of Material  Information.  The Company  represents,
covenants  and agrees that neither it nor any other person  acting on its behalf
has  provided  or will  provide  Accelerant  or its agents or  counsel  with any
information  that  the  Company   believes   constitutes   material   non-public
information  (other than with respect to the  transactions  contemplated by this
Agreement),  unless  prior  thereto  Accelerant  shall  have  executed a written
agreement regarding the confidentiality and use of such information. The Company
understands  and  confirms  that  Accelerant  shall be relying on the  foregoing
representations in effecting transactions in securities of the Company.

     Section 3.17 Issuance of Variable  Securities.  So long as the Note remains
outstanding,  the  Company  agrees that it shall not issue any  security  with a
variable conversion price or variable exercise price.

     Section  3.18  Approval  of  Acquisitions.  So  long  as the  Note  remains
outstanding, the Company shall not effect, or agree to effect, an acquisition or
buy out of or with any entity (including without limitation the acquisition of a
substantial  portion of the  outstanding  securities or assets of another entity
other than in the ordinary course of business),  or a consolidation or merger of
the Company with or into any other  corporation or corporations (or other entity
or  entities),  or a sale  of  all or  substantially  all of the  assets  of the
Company,  or the  effectuation  by the  Company  of a  transaction  or series of
related  transactions in which more than 50% of the voting shares of the Company
is  disposed of or  conveyed,  without  the  affirmative  vote or consent of the
holder of the Note.

     Section 3.19 Stockholder Approval.  The Company shall no later than June_1,
2008 obtain stockholder approval ("Stockholder  Approval") for the filing of the
Amended Certificate; in accordance with this Agreement.

     Section 3.20  Subsequent  Filings.  The Company shall no later than two (2)
calendar days from the date in which they receive Stockholder Approval, file the
Amended  Certificate  with the  Secretary  of State of Indiana (the date of such
filing,  the "Amended  Certificate  Filing Date") and inform Accelerants of such
filing no later than two (2) business days thereafter.

     Section 3.21 Most Favored  Nations.  If the Company has, on or prior to the
date of this  Agreement,  entered into,  or shall in the future enter into,  any
agreement  with any holder of capital  stock of the Company,  by providing  such
holder with any terms that are more  favorable than the rights made available to
Accelerant  pursuant any terms set out in the Transaction  Documents in issue as
of the date hereof,  the Company shall promptly notify  Accelerant of such terms
in writing and,  without any further action on the part of any party,  such more
favorable  terms  shall  be  deemed  to  be  incorporated  into  the  applicable
Transaction Documents.

     Section 3.22 DTC.  Not later than the  effective  date of the  Registration
Statement (as defined in the Registration  Rights Agreement),  the Company shall
cause its Common  Stock to be eligible  for  transfer  with its  transfer  agent
pursuant to the Depository Trust Company Automated Securities Transfer Program.



                                       17
<PAGE>

                                   ARTICLE IV
                                   Conditions

     Section  4.1  Conditions  Precedent  to the  Obligation  of the  Company to
Purchase  the Shares.  The  obligation  hereunder of the Company to purchase the
Shares from Accelerant is subject to the  satisfaction  or waiver,  at or before
the Closing, of each of the conditions set forth below. These conditions are for
the  Company's  sole benefit and may be waived by the Company at any time in its
sole discretion.

          (a)  Accuracy of  Accelerant's  Representations  and  Warranties.  The
     representations  and warranties of Accelerant  shall be true and correct in
     all  material  respects as of the date when made and as of the Closing Date
     as though made at that time, except for representations and warranties that
     are expressly made as of a particular date, which shall be true and correct
     in all material respects as of such date.

          (b)  Performance  by  Accelerant.  Accelerant  shall  have  performed,
     satisfied and complied in all respects with all  covenants,  agreements and
     conditions  required  by  this  Agreement  to be  performed,  satisfied  or
     complied with by Accelerant at or prior to the Closing.

          (c) No Injunction.  No statute,  rule,  regulation,  executive  order,
     decree, ruling or injunction shall have been enacted, entered,  promulgated
     or  endorsed  by  any  court  or   governmental   authority   of  competent
     jurisdiction  which prohibits the  consummation of any of the  transactions
     contemplated by this Agreement.

          (d) Simultaneous  Closing. The closing the Series C Preferred Purchase
     and the closing of the Jones Transaction have taken place.

          (e) Delivery of Transaction Documents.  The Transaction Documents have
     been duly executed and delivered by Accelerant to the Company.

     Section 4.2  Conditions  Precedent to the  Obligation of Accelerant to Sell
the Shares.  The  obligation  hereunder  of  Accelerant  to sell and deliver the
Shares is subject to the  satisfaction or waiver,  at or before the Closing,  of
each of the conditions set forth below.  These  conditions are for  Accelerant's
sole benefit and may be waived by Accelerant at any time in its sole discretion.

          (a) Accuracy of the Company's Representations and Warranties.  Each of
     the  representations  and  warranties  of the  Company  in the  Transaction
     Documents  shall be true and  correct in all  respects  as of the date when
     made and as of the  Closing  Date as though  made at that time  (except for
     representations  and warranties  that are expressly made as of a particular
     date), which shall be true and correct in all respects as of such date.

          (b)  Performance  by the Company.  The Company  shall have  performed,
     satisfied and complied in all respects with all  covenants,  agreements and
     conditions required by the Transaction Documents to be performed, satisfied
     or complied with by the Company at or prior to the Closing.

          (c) No Injunction.  No statute,  rule,  regulation,  executive  order,
     decree, ruling or injunction shall have been enacted, entered,  promulgated
     or  endorsed  by  any  court  or   governmental   authority   of  competent
     jurisdiction  which prohibits the  consummation of any of the  transactions
     contemplated by this Agreement.

          (d) No Proceedings or Litigation. No action, suit or proceeding before



                                       18
<PAGE>

     any arbitrator or any governmental authority shall have been commenced, and
     no investigation by any governmental  authority shall have been threatened,
     against the Company or any Subsidiary, or any of the officers, directors or
     affiliates of the Company or any Subsidiary seeking to restrain, prevent or
     change the transactions  contemplated by this Agreement, or seeking damages
     in connection with such transactions.

          (e) Simultaneous Closing. The closing the Series C Preferred Purchase,
     the closing of the Jones Transaction,  the issuance of the Company's Common
     Stock to  Accelerant,  and the execution and delivery of a placement  agent
     agreement by and between the Company and  Southridge  Investment  Group LLC
     have taken place.

          (f) Delivery of Transaction Documents.  The Transaction Documents have
     been duly executed and delivered by Accelerant to the Company.

          (g)  Resolutions.  The Board of  Directors  of the Company  shall have
     adopted  resolutions  consistent  with  Section  2.1(b)  hereof  in a  form
     reasonably acceptable to Accelerant (the "Resolutions").

          (h)  Reservation  of  Shares.  So long as any of the  Note or  Warrant
     remain  outstanding,  the Company shall take all action necessary to at all
     times have  authorized,  and reserved for the purpose of issuance,  no less
     than (i) a number of shares of Common  Stock equal to two  hundred  percent
     (200%) of the  number of shares of Common  Stock as shall from time to time
     be sufficient to effect the  conversion of the Note and (ii) as of the date
     hereof,  such number of shares of Common Stock equal to two hundred percent
     (200%) of the  number of shares of Common  Stock as shall from time to time
     be sufficient to effect the exercise of the Warrant.

          (i)  Transfer  Agent  Instructions.   As  of  the  Closing  Date,  the
     Irrevocable Transfer Agent Instructions,  in the form of Exhibit F attached
     hereto,  shall have been  delivered to and  acknowledged  in writing by the
     Company's transfer agent.

          (j)  Secretary's  Certificate.  The Company  shall have  delivered  to
     Accelerant a secretary's  certificate,  dated as of the Closing Date, as to
     (i) the Resolutions, (ii) the Certificate, (iii) the Bylaws; each as of the
     Closing,  and (iv) the  authority  and  incumbency  of the  officers of the
     Company  executing  the  Transaction  Documents  and  any  other  documents
     required to be executed or delivered in connection therewith.

          (k)  Officer's  Certificate.  The  Company  shall  have  delivered  to
     Accelerant a certificate of an executive  officer of the Company,  dated as
     of  the  Closing   Date,   confirming   the   accuracy  of  the   Company's
     representations,  warranties  and  covenants  as of the  Closing  Date  and
     confirming the compliance by the Company with the conditions  precedent set
     forth in this Section 4.2 as of the Closing Date.

          (l) Material  Adverse  Effect.  No Material  Adverse Effect shall have
     occurred at or before the Closing Date.

          (m) Institutional Lender. The Transaction Documents and the agreements
     contemplated thereby have been approved by Accelerant's lender.

          (n) Due  Diligence.  The results of  Accelerant's  due diligence  with
     respect to the transactions  contemplated by the Transaction  Documents are
     satisfactory in Accelerant's sole judgment.



                                       19
<PAGE>

                                    ARTICLE V
                            Stock Certificate Legend

     Section 5.1 Legend. Each certificate representing the Note and the Warrant,
and, if appropriate,  securities  issued upon conversion or exercise thereof (or
securities  issued in connection with Section 1.4, shall be stamped or otherwise
imprinted with a legend  substantially in the following form (in addition to any
legend required by applicable state securities or "blue sky" laws):

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE   (THE
          "SECURITIES")  HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
          ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT") OR ANY STATE
          SECURITIES  LAWS  AND  MAY  NOT  BE  SOLD,   TRANSFERRED  OR
          OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
          ACT  AND  UNDER  APPLICABLE  STATE  SECURITIES  LAWS  OR THE
          CORPORATION  SHALL HAVE  RECEIVED AN OPINION OF COUNSEL THAT
          REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
          UNDER THE PROVISIONS OF APPLICABLE  STATE SECURITIES LAWS IS
          NOT REQUIRED.

     The Company  agrees to reissue  the  certificates  representing  any of the
Conversion Shares and the Warrant Shares,  without the legend set forth above if
at such time, prior to making any transfer of any such  securities,  such holder
thereof shall give written notice to the Company describing the manner and terms
of such  transfer  and  removal as the  Company  may  reasonably  request.  Such
proposed  transfer  and removal will not be effected  until:  (a) either (i) the
Company  has  received  an  opinion of counsel  reasonably  satisfactory  to the
Company,  to the effect that the registration of the Conversion  Shares,  or the
Warrant Shares under the Securities Act is not required in connection  with such
proposed  transfer,  (ii) a  registration  statement  under the  Securities  Act
covering  such  proposed  disposition  has been  filed by the  Company  with the
Commission and has become  effective under the Securities Act, (iii) the Company
has received other  evidence  reasonably  satisfactory  to the Company that such
registration  and  qualification  under the Securities Act and state  securities
laws are not required,  or (iv) the holder  provides the Company with reasonable
assurances  that  such  security  can be sold  pursuant  to Rule 144  under  the
Securities  Act;  and (b)  either (i) the  Company  has  received  an opinion of
counsel reasonably  satisfactory to the Company, to the effect that registration
or  qualification  under the  securities  or "blue sky" laws of any state is not
required in connection with such proposed  disposition,  or (ii) compliance with
applicable  state  securities  or "blue sky" laws has been  effected  or a valid
exemption  exists with  respect  thereto.  The Company  will respond to any such
notice from a holder within five (5) business  days. In the case of any proposed
transfer  under this Section 5.1,  the Company  will use  reasonable  efforts to
comply with any such applicable  state  securities or "blue sky" laws, but shall
in no event be required,  (x) to qualify to do business in any state where it is
not then  qualified,  (y) to take any action that would  subject it to tax or to
the general service of process in any state where it is not then subject, or (z)
to  comply  with  state  securities  or "blue  sky"  laws of any state for which
registration by coordination is unavailable to the Company.  The restrictions on
transfer  contained  in this Section 5.1 shall be in addition to, and not by way
of  limitation  of, any other  restrictions  on transfer  contained in any other
section of this Agreement.  Whenever a certificate  representing  the Conversion
Shares or  Warrant  Shares is  required  to be  issued to  Accelerant  without a
legend, in lieu of delivering physical certificates  representing the Conversion
Shares or Warrant  Shares  (provided  that a  registration  statement  under the
Securities  Act  providing for the resale of the Warrant  Shares and  Conversion
Shares  is then in  effect),  the  Company  shall  cause its  transfer  agent to
electronically transmit the Conversion Shares or Warrant Shares to Accelerant by
crediting  the  account of  Accelerant  or  Accelerant's  Prime  Broker with the
Depository Trust Company ("DTC") through its Deposit Withdrawal Agent Commission
("DWAC")  system (to the extent not  inconsistent  with any  provisions  of this
Agreement).



                                       20
<PAGE>

                                   ARTICLE VI
                                 Indemnification

     Section 6.1 General  Indemnity.  The Company  agrees to indemnify  and hold
harmless Accelerant (and its directors,  officers,  managers, partners, members,
shareholders,  affiliates,  agents,  successors and assigns, as applicable) from
and against any and all losses,  liabilities,  deficiencies,  costs, damages and
expenses (including, without limitation, reasonable attorneys' fees, charges and
disbursements) incurred by Accelerant as a result of any inaccuracy in or breach
of the representations, warranties or covenants made by the Company herein.

     Section   6.2   Indemnification    Procedure.   Any   party   entitled   to
indemnification under this Article VI (an "indemnified party") will give written
notice  to the  indemnifying  party of any  matters  giving  rise to a claim for
indemnification;   provided   that  the   failure  of  any  party   entitled  to
indemnification  hereunder  to give notice as provided  herein shall not relieve
the  indemnifying  party of its obligations  under this Article VI except to the
extent that the  indemnifying  party is actually  prejudiced  by such failure to
give  notice.  In case any  action,  proceeding  or claim is brought  against an
indemnified party in respect of which  indemnification is sought hereunder,  the
indemnifying  party  shall be  entitled  to  participate  in and,  unless in the
reasonable  judgment of the indemnified  party a conflict of interest between it
and the indemnifying party may exist with respect of such action,  proceeding or
claim, to assume the defense thereof with counsel reasonably satisfactory to the
indemnified  party.  In  the  event  that  the  indemnifying  party  advises  an
indemnified  party  that  it  will  contest  such a  claim  for  indemnification
hereunder,  or fails,  within thirty (30) days of receipt of any indemnification
notice to notify, in writing,  such person of its election to defend,  settle or
compromise,  at its sole cost and expense,  any action,  proceeding or claim (or
discontinues its defense at any time after it commences such defense),  then the
indemnified party may, at its option,  defend, settle or otherwise compromise or
pay such action or claim. In any event,  unless and until the indemnifying party
elects in writing to assume  and does so assume the  defense of any such  claim,
proceeding or action, the indemnified  party's costs and expenses arising out of
the defense,  settlement or  compromise of any such action,  claim or proceeding
shall be losses subject to  indemnification  hereunder.  The  indemnified  party
shall  cooperate  fully  with  the  indemnifying  party in  connection  with any
negotiation or defense of any such action or claim by the indemnifying party and
shall furnish to the indemnifying party all information  reasonably available to
the indemnified  party which relates to such action or claim.  The  indemnifying
party shall keep the  indemnified  party  fully  apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  If
the  indemnifying  party  elects to defend  any such  action or claim,  then the
indemnified  party shall be entitled to participate in such defense with counsel
of its choice at its sole cost and expense.  The indemnifying party shall not be
liable for any settlement of any action,  claim or proceeding  effected  without
its prior written  consent.  Notwithstanding  anything in this Article VI to the
contrary,  the  indemnifying  party shall not,  without the indemnified  party's
prior written consent, settle or compromise any claim or consent to entry of any
judgment  in  respect  thereof  which  imposes  any  future  obligation  on  the
indemnified party or which does not include,  as an unconditional  term thereof,
the  giving by the  claimant  or the  plaintiff  to the  indemnified  party of a
release  from all  liability  in  respect  of such  claim.  The  indemnification
required  by this  Article VI shall be made by  periodic  payments of the amount
thereof  during the course of  investigation  or defense,  as and when bills are
received or expense,  loss,  damage or  liability  is  incurred,  so long as the
indemnified party  irrevocably  agrees to refund such moneys if it is ultimately
determined by a court of competent jurisdiction that such party was not entitled
to  indemnification.  The  indemnity  agreements  contained  herein  shall be in
addition to (a) any cause of action or similar rights of the  indemnified  party
against  the  indemnifying   party  or  others,  and  (b)  any  liabilities  the
indemnifying party may be subject to pursuant to the law.



                                       21
<PAGE>
                                   ARTICLE VII
                                  Miscellaneous

     Section  7.1 Fees and  Expenses.  Except  as  otherwise  set  forth in this
Agreement and the other Transaction Documents, each party shall pay the fees and
expenses of its advisors,  counsel,  accountants and other experts,  if any, and
all  other  expenses,  incurred  by  such  party  incident  to the  negotiation,
preparation,   execution,   delivery   and   performance   of  this   Agreement.
Notwithstanding  the foregoing  sentence,  the Company shall pay all  reasonable
attorneys'  fees  and  expenses   (including   disbursements  and  out-of-pocket
expenses)  incurred  by  Accelerant  in  connection  with  (i) the  preparation,
negotiation,  execution and delivery of this Agreement and the other Transaction
Documents and the transactions  contemplated thereunder,  which payment shall be
made at the Closing,  (ii) the filing and  declaration of  effectiveness  by the
Commission of the Registration Statement and (iii) any amendments, modifications
or waivers of this  Agreement  or any of the other  Transaction  Documents.  The
Company  shall pay all  reasonable  fees and expenses  incurred by Accelerant in
connection  with  the  enforcement  of  this  Agreement  or  any  of  the  other
Transaction Documents,  including, without limitation, all reasonable attorneys'
fees and expenses but only if  Accelerant  is  successful  in any  litigation or
arbitration relating to such enforcement.

     Section 7.2 Specific  Enforcement.  The Company and Accelerant  acknowledge
and agree  that  irreparable  damage  would  occur in the event  that any of the
provisions  of this  Agreement  or the  other  Transaction  Documents  were  not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties  shall be entitled to an  injunction or
injunctions to prevent or cure breaches of the provisions of this Agreement, the
Registration Rights Agreement,  or any of the other Transaction Documents and to
enforce  specifically the terms and provisions hereof or thereof,  this being in
addition  to any other  remedy to which  any of them may be  entitled  by law or
equity.

     Section 7.3 Entire Agreement; Amendment. This Agreement and the Transaction
Documents  contains the entire  understanding  and agreement of the parties with
respect to the matters  covered  hereby and,  except as  specifically  set forth
herein or in the Transaction Documents, neither the Company nor Accelerant makes
any  representations,  warranty,  covenant or  undertaking  with respect to such
matters and they supersede all prior  understandings and agreements with respect
to said subject  matter,  all of which are merged  herein.  No provision of this
Agreement  may be waived or  amended  other than by a  instrument  signed by the
Company and the holder of the Note, and no provision  hereof may be waived other
than by an a instrument signed by the party against whom enforcement of any such
amendment or waiver is sought.

     Section  7.4  Notices.  Any  notice,  demand,   request,  waiver  or  other
communication  required or permitted to be given  hereunder  shall be in writing
and shall be effective (a) upon hand delivery by telex (with correct answer back
received),  telecopy or facsimile at the address or number  designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

                  If to Accelerant:

                     90 Grove Street
                     Ridgefield, Connecticut 06877
                     Attn: Henry Sargent



                                       22
<PAGE>


                  If to the Company:

                     11900 Biscayne Blvd. #620
                     Miami, Florida 33181

     Any party  hereto may from time to time  change its  address for notices by
giving at least ten (10) days  written  notice of such  changed  address  to the
other parties hereto.

     Section 7.5 Waivers.  No waiver by either party of any default with respect
to any provision,  condition or requirement of this Agreement shall be deemed to
be a  continuing  waiver in the  future  or a waiver  of any  other  provisions,
condition or requirement hereof, nor shall any delay or omission of any party to
exercise any right hereunder in any manner impair the exercise of any such right
accruing to it thereafter.

     Section 7.6 Headings. The article,  section and subsection headings in this
Agreement  are for  convenience  only and  shall not  constitute  a part of this
Agreement  for any other  purpose and shall not be deemed to limit or affect any
of the provisions hereof.

     Section 7.7  Successors and Assigns.  This Agreement  shall be binding upon
and inure to the benefit of the parties and their successors and assigns.

     Section 7.8 No Third Party  Beneficiaries.  This  Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

     Section 7.9 Governing Law; Consent to Jurisdiction. The parties acknowledge
and agree that any claim, controversy,  dispute or action relating in any way to
this Agreement or the subject matter of this Agreement  shall be governed solely
by the laws of the State of  Delaware,  without  regard to any  conflict of laws
doctrines.  The parties  irrevocably  consent to being served with legal process
issued from the state and  federal  courts  located in New York and  irrevocably
consent to the exclusive  personal  jurisdiction of the federal and state courts
situated in the State of New York. The parties  irrevocably waive any objections
to the personal  jurisdiction  of these courts.  Said courts shall have sole and
exclusive  jurisdiction  over any and all claims,  controversies,  disputes  and
actions which in any way relate to this  agreement or the subject matter of this
agreement.  The parties also irrevocably  waive any objections that these courts
constitute an oppressive, unfair, or inconvenient forum and agree not to seek to
change venue on these grounds or any other grounds.

     TO THE FULLEST  EXTENT  PERMITTED BY  APPLICABLE  LAW,  EACH OF THE PARTIES
HERETO WAIVES TRIAL BY JURY WITH RESPECT TO ANY CLAIM,  CONTROVERSY,  DISPUTE OR
ACTION  RELATING  IN ANY WAY TO THIS  AGREEMENT  OR THE  SUBJECT  MATTER OF THIS
AGREEMENT.

     Section 7.10 Survival.  The  representations  and warranties of the Company
and Accelerant  shall survive the execution and delivery  hereof and the Closing
hereunder.

     Section 7.11 Counterparts.  This Agreement may be executed in any number of
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute one and the same Agreement, and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other parties hereto, it being understood that all parties need



                                       23
<PAGE>

not sign the same  counterpart.  In the event that any signature is delivered by
facsimile or electronic mail  transmission,  such signature shall create a valid
binding  obligation of the party executing (or on whose behalf such signature is
executed) the same with the same force and effect as if such facsimile signature
were the original thereof.

     Section 7.12 Publicity.  The Company agrees that it will not disclose,  and
will not include in any public announcement,  the name of Accelerant without the
consent of  Accelerant  unless and until such  disclosure  is required by law or
applicable regulation, and then only to the extent of such requirement.

     Section  7.13  Severability.  The  provisions  of  this  Agreement  and the
Transaction  Documents  are  severable  and,  in the  event  that  any  court of
competent jurisdiction shall determine that any one or more of the provisions or
part of the provisions contained in this Agreement or the Transaction  Documents
shall,  for any reason,  be held to be invalid,  illegal or unenforceable in any
respect,  such invalidity,  illegality or unenforceability  shall not affect any
other  provision  or part of a provision of this  Agreement  or the  Transaction
Documents and such provision  shall be reformed and construed as if such invalid
or illegal or unenforceable provision, or part of such provision, had never been
contained herein, so that such provisions would be valid,  legal and enforceable
to the maximum extent possible.

     Section 7.14 Further Assurances. From and after the date of this Agreement,
upon  the  request  of  Accelerant  or the  Company,  each  of the  Company  and
Accelerant  shall  execute and deliver  such  instrument,  documents,  and other
writings as may be  reasonably  necessary  or desirable to confirm and carry out
and to  effectuate  fully the  intent and  purposes  of this  Agreement  and the
transactions contemplated hereby.

                  [remainder of page intentionally left blank]






















                                       24
<PAGE>




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


                                    TOTAL LUXURY GROUP, INC.




                                    By: ___________________________
                                        Name:
                                        Title:




                                    ACCELERANT PARTNERS LLC




                                    By: ___________________________
                                        Name:
                                        Title:













                                       25
<PAGE>

                                    EXHIBIT A
                                    ---------
                                     to the
                          STOCK PURCHASE AGREEMENT FOR
                            TOTAL LUXURY GROUP, INC.

              FORM OF SENIOR SECURED 9% CONVERTIBLE PROMISSORY NOTE

































                                       i
<PAGE>



                                    EXHIBIT B
                                    ---------
                                     to the
                          STOCK PURCHASE AGREEMENT FOR
                            TOTAL LUXURY GROUP, INC.

                                SERIES A WARRANT































                                       ii





<PAGE>


                                    EXHIBIT C
                                    ---------
                                     to the
                          STOCK PURCHASE AGREEMENT FOR
                            TOTAL LUXURY GROUP, INC.


                                PLEDGE AGREEMENT




























                                      iii


<PAGE>


                                    EXHIBIT D
                                    ---------
                                     to the
                          STOCK PURCHASE AGREEMENT FOR
                            TOTAL LUXURY GROUP, INC.


                               SECURITY AGREEMENT
































                                       iv




<PAGE>


                                    EXHIBIT E
                                    ---------
                                     to the
                          STOCK PURCHASE AGREEMENT FOR
                            TOTAL LUXURY GROUP, INC.


                      FORM OF REGISTRATION RIGHTS AGREEMENT






























                                       v


<PAGE>


                                    EXHIBIT F
                                    ---------
                                     to the
                          STOCK PURCHASE AGREEMENT FOR
                            TOTAL LUXURY GROUP, INC.


                 FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

[NAME AND ADDRESS OF TRANSFER AGENT]
Attn: ____________________________

         Re:  Total Luxury Group, Inc.

Ladies and Gentlemen:

     Reference is made to that certain Stock  Purchase  Agreement (the "Purchase
Agreement"),  dated as of March 7, 2008,  by and  between  Total  Luxury  Group,
Inc.., an Indiana  corporation  (the "Company"),  and Accelerant  ("Accelerant")
pursuant  to which the  Company  is  issuing  to  Accelerant  Senior  Secured 9%
Convertible Note (the "Note") and warrants (the "Warrant") to purchase shares of
the  Company's  common stock,  par value $0.001 per share (the "Common  Stock").
This letter shall serve as our  irrevocable  authorization  and direction to you
provided  that you are the transfer  agent of the Company at such time) to issue
shares of Common Stock upon conversion of the Note (the "Conversion Shares") and
exercise  of the  Warrant  (the  "Warrant  Shares")  to or  upon  the  order  of
Accelerant  from time to time upon (i) surrender to you of a properly  completed
and duly executed  Conversion  Notice or Exercise Notice, as the case may be, in
the form attached hereto as Exhibit I and Exhibit II, respectively,  (ii) in the
case of the  conversion of Note, a copy of the Note,  or, in the case of Warrant
being exercised,  a copy of the Warrant (with the original Warrant  delivered to
the Company) being exercised (or, in each case, an  indemnification  undertaking
with  respect to such share  certificates  or the  warrants in the case of their
loss,  theft or  destruction),  and (iii)  delivery of a treasury order or other
appropriate order duly executed by a duly authorized officer of the Company.  So
long as you have previously  received (x) written  confirmation  from counsel to
the Company that a  registration  statement  covering  resales of the Conversion
Shares or Warrant  Shares,  as  applicable,  has been declared  effective by the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended  (the "1933  Act"),  and no  subsequent  notice by the Company or its
counsel of the suspension or termination of its  effectiveness and (y) a copy of
such registration  statement,  and if Accelerant  represents in writing that the
Conversion  Shares or the Warrant Shares, as the case may be, were sold pursuant
to the Registration  Statement,  then  certificates  representing the Conversion
Shares and the  Warrant  Shares,  as the case may be,  shall not bear any legend
restricting  transfer of the Conversion  Shares and the Warrant  Shares,  as the
case may be, thereby and should not be subject to any stop-transfer restriction.
Provided,  however,  that if you have not  previously  received  those items and
representations  listed above,  then the certificates for the Conversion  Shares
and the Warrant Shares shall bear 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 ANY STATE  SECURITIES  LAWS AND MAY NOT BE
      SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED OF UNLESS  REGISTERED
      UNDER THE SECURITIES ACT OR APPLICABLE  STATE SECURITIES LAWS, OR
      MARKETING WORLDWIDE CORPORATION SHALL HAVE RECEIVED AN OPINION OF
      ITS  COUNSEL  THAT  REGISTRATION  OF SUCH  SECURITIES  UNDER  THE
      SECURITIES  ACT AND  UNDER THE  PROVISIONS  OF  APPLICABLE  STATE
      SECURITIES LAWS IS NOT REQUIRED."


                                       vi
<PAGE>

and,  provided  further,  that the  Company  may from time to time notify you to
place  stop-transfer  restrictions on the certificates for the Conversion Shares
and the  Warrant  Shares  in the event a  registration  statement  covering  the
Conversion Shares and the Warrant Shares is subject to amendment for events then
current.

     A  form  of  written  confirmation  from  counsel  to  the  Company  that a
registration statement covering resales of the Conversion Shares and the Warrant
Shares has been  declared  effective  by the SEC under the 1933 Act is  attached
hereto as Exhibit III.

     Please be  advised  that  Accelerant  is  relying  upon  this  letter as an
inducement to enter into the Purchase Agreement and, accordingly,  Accelerant is
a third party beneficiary to these instructions.

     Please  execute  this letter in the space  indicated  to  acknowledge  your
agreement  to act in  accordance  with these  instructions.  Should you have any
questions concerning this matter, please contact me at ___________.

                                Very truly yours,

                                TOTAL LUXURY GROUP, INC.

                                By: ______________________
                                    Name:
                                    Title:


ACKNOWLEDGED AND AGREED:

[TRANSFER AGENT]


By: ________________________
    Name:
    Title:
    Date:












                                      vii


<PAGE>


                                    EXHIBIT I
                                    ---------
                                CONVERSION NOTICE
                            TOTAL LUXURY GROUP, INC.

     (To be Executed by the Registered Holder in order to Convert the Note)

     In accordance with and pursuant to the Note, the undersigned  hereby elects
to convert the Note into such number of shares of Common stock,  of Total Luxury
Group, Inc.., an Indiana corporation (the "Company"), indicated below:


         Date of Conversion: ___________________________________________


         Applicable Conversion Price:___________________________________


         Number of shares of Common Stock beneficially owned or deemed
         beneficially owned by the Holder on the date of Conversion


     Dated:________________        Signature:___________________________


                                   Address:_____________________________
                                           _____________________________












                                      viii


<PAGE>

                                   EXHIBIT II
                                   ----------
                             FORM OF EXERCISE NOTICE
                            TOTAL LUXURY GROUP, INC.

The  undersigned_______________,  pursuant  to  the  provisions  of  the  within
Warrant, hereby elects to purchase ______ shares of Common Stock of Total Luxury
Group, Inc. covered by the within Warrant.

     Dated:________________        Signature:___________________________


                                   Address:_____________________________
                                           _____________________________


Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise:

                                   ASSIGNMENT

     FOR  VALUE  RECEIVED,  ______________________  hereby  sells,  assigns  and
transfers unto _____________________ the within Warrant and all rights evidenced
thereby and does irrevocably constitute and appoint  __________________________,
attorney,  to  transfer  the  said  Warrant  on the  books of the  within  named
corporation.

     Dated:________________        Signature:___________________________


                                   Address:_____________________________
                                           _____________________________


                               PARTIAL ASSIGNMENT

     FOR  VALUE  RECEIVED,  ______________________  hereby  sells,  assigns  and
transfers unto  _____________________ the right to purchase  ___________________
shares of Warrant Stock evidenced by the within Warrant together with all rights
therein, and does irrevocably constitute and appoint __________________________,
attorney,  to transfer  that part of the said Warrant on the books of the within
named corporation.

     Dated:________________        Signature:___________________________


                                   Address:_____________________________
                                           _____________________________


                           FOR USE BY THE ISSUER ONLY:

This  Warrant No.  W-__________  canceled (or  transferred  or  exchanged)  this
_______ day of ______________,  _______,  shares of Common Stock issued therefor
in the name of  __________________________,  Warrant No.  W-_________ issued for
______________ shares of Common Stock in the name of ______________________.


                                       ix

<PAGE>


                                   EXHIBIT III
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[NAME AND ADDRESS OF TRANSFER AGENT]
Attn: ____________________________

         Re:  Total Luxury Group, Inc.

Ladies and Gentlemen:

     We are counsel to Total Luxury Group,  Inc.., an Indiana  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Stock Purchase Agreement (the "Purchase Agreement"),  dated as of March 7, 2008,
by and between  the Company and  Accelerant  named  therein  (collectively,  the
"Accelerants") pursuant to which the Company issued to Accelerant Senior Secured
9%  convertible  promissory  notes (the "Note") and warrants (the  "Warrant") to
purchase shares of the Company's  common stock,  par value $0.001 per share (the
"Common  Stock").  Pursuant  to the  Purchase  Agreement,  the  Company has also
entered into a Registration  Rights Agreement with Accelerant (the "Registration
Rights  Agreement"),  dated as of March 7, 2008,  pursuant  to which the Company
agreed,  among other things, to register the Registrable  Securities (as defined
in the  Registration  Rights  Agreement),  including  the shares of Common Stock
issuable upon  conversion of the Note, the Common Stock and the shares of Common
Stock  issuable upon exercise of the Warrant,  under the Securities Act of 1933,
as amended (the "1933 Act"). In connection with the Company's  obligations under
the Registration Rights Agreement, on ________________,  2008, the Company filed
a Registration Statement on Form SB-2 (File No. 333-________) (the "Registration
Statement") with the Securities and Exchange  Commission (the "SEC") relating to
the  resale  of the  Registrable  Securities  which  names  each of the  present
Accelerants as a selling stockholder thereunder.

     In connection with the foregoing,  we advise you that a member of the SEC's
staff has advised us by  telephone  that the SEC has entered an order  declaring
the  Registration  Statement  effective  under  the 1933 Act at  [ENTER  TIME OF
EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,  after
telephonic  inquiry  of a  member  of the  SEC's  staff,  that  any  stop  order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose are pending  before,  or  threatened  by, the SEC and  accordingly,  the
Registrable  Securities  are available for resale under the 1933 Act pursuant to
the Registration Statement.


                                        Very truly yours,

                                        [COMPANY COUNSEL]



                                        By:__________________________



cc: ACCELERANT


                                       x
<PAGE>


                                    EXHIBIT G
                                    ---------
                                     to the
                          STOCK PURCHASE AGREEMENT FOR
                            TOTAL LUXURY GROUP, INC.


                      AMENDED CERTIFICATE OF INCORPORATION























                                       xi




<PAGE>




                       STOCK PURCHASE AGREEMENT SCHEDULES

Schedule 2.1(a)            Organization; Good Standing
Schedule 2.1(b)            Authorization
Schedule 2.1(c)            Capitalization
Schedule 2.1(f)            Commission Documents
Schedule 2.1(g)            Subsidiaries
Schedule 2.1(i)            Liabilities
Schedule 2.1(l)            Indebtedness
Schedule 2.1(m)            Title to Assets
Schedule 2.1(t)            Operation of Business
Schedule 2.1(u)            Environmental Compliance
Schedule 2.1(w)            Material Agreements
Schedule 2.1(x)            Transactions with Affiliates
Schedule 2.1(bb)           Employees
Schedule 2.1(cc)           Absence of Certain Developments
Schedule 2.1(kk)           Transfer Agent















                                      xii

<PAGE>


                                 Schedule 2.1(a)
                                 ---------------
                         Organization and Good Standing


























                                      xiii



<PAGE>


                                 Schedule 2.1(b)
                                 ---------------
                                  Authorization






































                                      xiv



<PAGE>


                                 Schedule 2.1(c)
                                 ---------------
                                 Capitalization




























                                       xv
<PAGE>



                                 Schedule 2.1(f)
                                 ---------------
                              Commission Documents

































                                      xvi


<PAGE>



                                 Schedule 2.1(g)
                                 ---------------
                                  Subsidiaries


























                                      xvii


<PAGE>



                                 Schedule 2.1(i)
                                 ---------------
                                   Liabilities






































                                     xviii

<PAGE>



                                 Schedule 2.1(l)
                                 ---------------
                                  Indebtedness




































                                      xix
<PAGE>



                                 Schedule 2.1(m)
                                 ---------------
                                 Title to Assets




































                                       xx
<PAGE>



                                 Schedule 2.1(t)
                                 ---------------
                              Operation of Business






























                                      xxi
<PAGE>



                                 Schedule 2.1(u)
                                 ---------------
                            Environmental Compliance











































                                      xxii
<PAGE>



                                 Schedule 2.1(w)
                                 ---------------
                               Material Agreements

































                                     xxiii

<PAGE>


                                 Schedule 2.1(x)
                                 ---------------
                          Transactions with Affiliates




























                                      xxiv
<PAGE>



                                Schedule 2.1(bb)
                                ----------------
                                    Employees



































                                      xxv
<PAGE>



                                Schedule 2.1(cc)
                                ----------------
                         Absence of Certain Developments




































                                      xxvi
<PAGE>



                                Schedule 2.1(kk)
                                ----------------
                                 Transfer Agent







































                                     xxvii


<PAGE>