STOCK PURCHASE AGREEMENT



                            Dated as of March 7, 2008


                                     between


                     TOTAL LUXURY GROUP, INC., as Purchaser

                                       and

                         THE SELLERS LISTED ON EXHIBIT A




















<PAGE>




                                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                                  1

ARTICLE II  Representations and Warranties
Section 2.1        Representations and Warranties of the Company               3
Section 2.2        Representations and Warranties of the Sellers               5

ARTICLE III  Covenants
Section 3.1        Securities Compliance                                       7
Section 3.2        Registration and Listing                                    7
Section 3.3        Compliance with Laws                                        7
Section 3.4        Furnishing of Information                                   7
Section 3.5        Amendments                                                  7
Section 3.6        Reservation of Shares                                       7
Section 3.7        Reporting Status                                            7

ARTICLE IV  Conditions
Section 4.1        Conditions Precedent to the Obligation                      8
                   of the Company to Purchase the Shares
Section 4.2        Conditions Precedent to the Obligation                      8
                   of the Sellers to Sell the Shares

ARTICLE V  Stock Certificate Legend
Section 5.1        Legend                                                      9

ARTICLE VI  Indemnification
Section 6.1        General Indemnity                                          10
Section 6.2        Indemnification Procedure                                  10

ARTICLE VII  Miscellaneous
Section 7.1        Fees and Expenses                                          11
Section 7.2        Specific Enforcement                                       11
Section 7.3        Entire Agreement; Amendment                                11
Section 7.4        Notices                                                    11



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<PAGE>

Section 7.5        Waivers                                                    12
Section 7.6        Headings                                                   12
Section 7.7        Successors and Assigns                                     12
Section 7.8        No Third Party Beneficiaries                               12
Section 7.9        Governing Law; Consent to Jurisdiction                     12
Section 7.10       Survival                                                   12
Section 7.11       Counterparts                                               13
Section 7.12       Publicity                                                  13
Section 7.13       Severability                                               13
Section 7.14       Further Assurances                                         13
























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<PAGE>




                                TABLE OF CONTENTS
                                   (continued)


                                    EXHIBITS

Exhibit A          List of Sellers
Exhibit B          Form of Junior Unsecured 9% Convertible Promissory Note
Exhibit C          Series B Warrant
Exhibit D          Intercreditor Agreement




























                                      iii


<PAGE>


                            STOCK PURCHASE AGREEMENT

     This STOCK  PURCHASE  AGREEMENT (the  "Agreement")  is dated as of March 7,
2008 by and between  Total  Luxury  Group,  Inc.,  an Indiana  corporation  (the
"Company"),  and each of the  Sellers  whose  names are set  forth on  Exhibit A
hereto (individually, a "Seller" and collectively, the "Sellers").

                                    Recitals
                                    --------

     A. The  Sellers  collectively  own of record  and  beneficially  all of the
issued and outstanding  shares (the "Shares") of Petals Decorative  Accents Inc.
("Petals") Series C Preferred Stock.

     B. The Company  desires to purchase  the Shares,  and each of the  Sellers,
severally  and not  jointly,  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, each of the Sellers 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 other than liens arising from acts of the
Company.

          (b) To effect the transfers  contemplated  by Section  1.1(a),  at the
     Closing,  each of the Sellers 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 owned by it,  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 each
     of the Sellers 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,  each of the Sellers agrees to sell to the Company,  and
     the Company  agrees to purchase  the Shares at the Closing for an aggregate
     sum of One Million Twelve  Thousand Five Hundred Dollars  ($1,012,500)  and
     warrants to purchase an aggregate  of 7,593,750  shares of the Common Stock
     with an initial exercise price of $0.10 (the "Purchase Price").



                                       1
<PAGE>

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

                         (i)  pay to  each of the  Sellers  the  sum  set  forth
                    opposite  its name on  Exhibit  A,  which  payment  shall be
                    evidenced by the Company's  Junior  Unsecured 9% Convertible
                    Promissory Note (collectively,  the "Note") substantially in
                    the form of Exhibit B attached hereto, and

                         (ii) issue to each of the Sellers a warrant to purchase
                    the  number of shares of the  Company's  common  stock,  par
                    value  $0.00  per  share,  (the  "Common  Stock")  set forth
                    opposite its name on Exhibit A (collectively,  the "Series B
                    Warrant")  substantially  in the form of  Exhibit C attached
                    hereto.

               (c) At the Closing, each of the Sellers shall deliver:

                    (i) to the  pledgee,  certificates  representing  the Shares
               owned  by it,  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 entered
               into by and between the Company and Accelerant  Partners LLC (the
               "Pledge Agreement");

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

                    (iii) to Accelerant Partners LLC, a, intercreditor agreement
               (the  "Intercreditor  Agreement")  substantially  in the  form of
               Exhibit D attached hereto; and

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

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

               (i) to each of the Sellers, a Note;

               (ii) to each of the Sellers, a Warrant;

               (iii) to each of the Sellers and to Accelerant  Partners LLC, the
          Intercreditor Agreement;

               (iv) to Sellers, 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

               (v) 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 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 a  Majority  in
     Interest  (herein  defined)  of the Sellers and the Company may agree upon;



                                       2
<PAGE>

     provided,  that all of the  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  38,000,000  issued and  outstanding  shares of
     Petals' common stock, par value $0.00001(the "Common Stock 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.


                                   ARTICLE II
                         Representations and Warranties

     Section 2.1  Representations  and  Warranties  of the Company.  The Company
hereby represents and warrants to each of the Sellers, 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 Intercreditor  Agreement,  and the Pledge Agreement
     (collectively,  the "Transaction Documents").  The 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) 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,



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<PAGE>

     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
     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."

          (d) [reserved]

          (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,  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
     each of the Sellers herein.

          (f) 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.



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<PAGE>

          (g) 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 the filing of the
     Amended  Certificate  with the Secretary of State for the State of Indiana,
     no  authorization,  consent,  approval,  license,  exemption  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.

     Section 2.2 Representations and Warranties of the Sellers. Each of Sellers,
severally  and not  jointly  hereby  makes  the  following  representations  and
warranties to the Company with respect  solely to itself and not with respect to
any other Seller:

          (a)  Organization  and  Standing of the  Sellers.  If the Seller is an
     entity,  such Seller is a corporation,  partnership,  or limited  liability
     company  duly  incorporated  or  organized,  validly  existing  and in good
     standing  under  the  laws  of the  jurisdiction  of its  incorporation  or
     organization.

          (b)  Authorization  and Power.  Each of the Sellers 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  and  the   Intercreditor
     Agreement,  by such Seller and the  consummation by it of the  transactions
     contemplated  hereby and thereby have been duly authorized by all necessary
     corporate or partnership action, and no further consent or authorization of
     such Seller or its Board of  Directors,  stockholders  or partners,  as the
     case may be, is  required.  Each of this  Agreement  and the  Intercreditor
     Agreement has been duly authorized,  executed, and delivered by such Seller
     and constitutes,  or shall constitute when executed and delivered, a valid,
     and binding  obligation of such Seller  enforceable  against such Seller 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  Intercreditor  Agreement and the  consummation  by such
     Seller of the  transactions  contemplated  hereby and  thereby or  relating
     hereto  do not and will not (i)  result  in a  violation  of such  Seller's
     charter  documents  or bylaws  or other  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 such Seller 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 such  Seller  or its
     properties  (except for such  conflicts,  defaults and  violations as would
     not,  individually or in the aggregate,  have a material  adverse effect on
     such  Seller).   Such  Seller  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 Intercreditor  Agreement
     or to sell the Shares in accordance  with the terms  hereof;  provided that
     for purposes of the  representation  made in this sentence,  such Seller is
     assuming and relying upon the accuracy of the relevant  representations and
     agreements of the Company herein.

          (d)  Acquisition   for  Investment.   Such  Seller  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.  Such Seller
     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, such Seller
     does not agree to hold the Securities for



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<PAGE>

     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  Seller.  Such  Seller is an  "accredited  investor"  as
     defined in Regulation D promulgated  under the Securities  Act. Such Seller
     is not required to be registered as a broker-dealer under Section 15 of the
     Exchange Act and Sellers is not a broker-dealer.

          (f) Opportunities for Additional Information. Such Seller acknowledges
     that such Seller has had the  opportunity  to ask  questions of and receive
     answers from, or obtain additional information from, the executive officers
     of the Company  concerning  the financial and other affairs of the Company,
     and to the  extent  deemed  necessary  in light of such  Seller's  personal
     knowledge of the Company's  affairs,  such Seller has asked such  questions
     and received  answers to the full  satisfaction  of such  Seller,  and such
     Seller desires to invest in the Company.

          (g)  No  General  Solicitation.  Such  Seller  acknowledges  that  the
     Securities  were not offered to such Seller 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  such  Seller was  invited by any of the
     foregoing means of communications.

          (h) Rule 144. Such Seller understands that the Securities must be held
     indefinitely unless such Securities are registered under the Securities Act
     or an exemption from  registration is available.  Such Seller  acknowledges
     that such Seller 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 such Seller has been advised that Rule 144 permits
     resales only under certain  circumstances.  Such Seller understands that to
     the extent  that Rule 144 is not  available,  such Seller will be unable to
     sell any Securities without either registration under the Securities Act or
     the existence of another exemption from such registration requirement.

          (i) General.  Such Seller  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 such Seller
     set forth herein in order to determine the applicability of such exemptions
     and the suitability of Sellers to acquire the Securities.

          (j) Independent Investment.  Except as may be disclosed in any filings
     with the Commission by any Seller under Section 13 and/or Section 16 of the
     Exchange  Act,  such Seller has not agreed to act with any other Seller for
     the purpose of acquiring,  holding,  voting or disposing of the  Securities
     issued  hereunder for purposes of Section 13(d) under the Exchange Act, and
     such Seller is acting  independently  with respect to its investment in the
     Securities.

          (k) 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 Sellers
     and other than liens arising from acts of the Company.



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<PAGE>

                                   ARTICLE III
                                    Covenants

     The Company covenants with Sellers as follows,  which covenants are for the
benefit of Sellers 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 Sellers 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, and
(b) 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.

     Section 3.3 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 3.4  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 each of the Sellers and make publicly  available in  accordance  with
Rule  144(c)  such  information  as is  required  for the  Sellers  to sell  the
Securities under Rule 144.

     Section 3.5 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 Sellers
under any of the Transaction Documents.

     Section 3.6 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 each of the Sellers to exercise its
conversion  rights  provided in the Note and its purchase rights provided in the
Warrant.

     Section  3.7  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.  Subject
to the  foregoing,  so long as any of the Sellers  beneficially  owns any of the



                                       7
<PAGE>

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.

                                   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 each of the Sellers 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 each of the Sellers'  Representations  and Warranties.
     The representations and warranties of each of the Sellers 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 each of the Sellers. Each of the Sellers 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 each such Seller 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 Common Stock 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.

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

     Section 4.2  Conditions  Precedent to the Obligation of the Sellers to Sell
the Shares. The obligation  hereunder of each of the Sellers to sell and deliver
the Shares owned by it 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  Sellers'  sole benefit and may be waived by such Sellers 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.



                                       8
<PAGE>

          (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
     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 Common Stock Purchase and
     the closing of the Jones Transaction have taken place.

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

          (g)  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 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 as shall from time to time be
     sufficient to effect the exercise of the Warrant.

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

                                    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



                                       9
<PAGE>

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 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.

                                   ARTICLE VI
                                 Indemnification

     Section 6.1 General  Indemnity.  The Company  agrees to indemnify  and hold
harmless  each  of  the  Sellers  (and  their  respective  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 each of the
Sellers  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



                                       10
<PAGE>

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.

                                   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. The Company
shall pay all  reasonable  fees and expenses  incurred by each of the Sellers in
connection  with  the  enforcement  of  this  Agreement  or  any  of  the  other
Transaction  Documents  after the  occurrence  of an uncured  event of  default,
including,  without limitation,  all reasonable attorneys' fees and expenses but
only if the  applicable  Seller is successful in any  litigation or  arbitration
relating to such enforcement.

     Section  7.2  Specific  Enforcement.  The  Company  and each of the Sellers
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
Intercreditor  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 the Sellers
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  holders  of a  majority  of the  principal  sum of the Note (a
"Majority in Interest"),  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



                                       11
<PAGE>

actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications shall be:

                  If to Sellers:

                     As set forth on Exhibit A hereto

                  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 FULL 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 each of the Sellers shall survive the execution and delivery  hereof and the
Closing hereunder.



                                       12
<PAGE>

     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
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 names of Sellers  without the
consent of the applicable Seller 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 a Majority in Interest of the Sellers or the  Company,  each
of the Company  and the Sellers  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]











                                       13
<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:




                                    SELLERS:




                                    By:   ___________________________
                                          Name:
                                          Title:




                                    By:   ___________________________
                                          Name:
                                          Title:




                                    By:   ___________________________
                                          Name:
                                          Title:




                                    By:   ___________________________
                                          Name:
                                          Title:



                                       14
<PAGE>





                                    By:   ___________________________
                                          Name:
                                          Title:




                                    By:   ___________________________
                                          Name:
                                          Title:




                                    By:   ___________________________
                                          Name:
                                          Title:




                                    By:   ___________________________
                                          Name:
                                          Title:




                                    By:   ___________________________
                                          Name:
                                          Title:















                                       15
<PAGE>

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

Names and Addresses of the Sellers     Face Amount of Note    Number of Warrants
----------------------------------     -------------------    ------------------































                                       16
<PAGE>





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

             FORM OF JUNIOR UNSECURED 9% CONVERTIBLE PROMISSORY NOTE























                                       i

<PAGE>


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

                                SERIES B WARRANT




















                                       ii


<PAGE>


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


                             INTERCREDITOR AGREEMENT




























                                      iii


<PAGE>



                       STOCK PURCHASE AGREEMENT SCHEDULES

Schedule 2.1(a)            Organization; Good Standing
Schedule 2.1(b)            Authorization
Schedule 2.1(g)            Subsidiaries




























                                       iv

<PAGE>


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
































                                       v
<PAGE>


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






































                                       vi


<PAGE>



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


























                                      vii



<PAGE>