f8k0707ex10v_bedminster.htm


    
      STOCK
        PURCHASE AGREEMENT

       

      THIS
        STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day
        of July, 2007 by and among BEDMINSTER NATIONAL CORP. , a Nevada
        corporation (“Buyer”), METROPOLITAN COMPUTING CORPORATION, a
        New Jersey corporation (the “Corporation”) and MICHAEL LEVIN,
        an adult individual (“Michael”or “Seller”), being the owner of record of all of
        the issued and outstanding capital stock of the Corporation

       

      BACKGROUND

       

      WHEREAS,
        the Corporation is engaged in the production and sale
        of  instrumentation, data acquisition systems, high-speed production
        tablet press replication and tablet press control systems for the pharmaceutical
        industry (the “Business”);

       

      WHEREAS,
        Seller own all of the issued and outstanding capital stock of the Corporation,
        consisting of 100 shares of common stock, no par value (the “Stock”);
        and

       

      WHEREAS,
        Buyer has had the opportunity to conduct due diligence on the Corporation,
        and
        Seller has had the opportunity to conduct due diligence on the Buyer;
        and

       

      WHEREAS,
        Seller desire to sell, and Buyer desires to purchase, 80 shares  of
        the Stock (the “Acquisition Shares”) on the following terms and
        conditions.

       

      NOW,
        THEREFORE, in consideration of the mutual representations, warranties,
        covenants and agreements set forth in this Agreement, and intending to be
        legally bound, the parties agree as follows:

       

      1.  DEFINITIONS

       

      1.1  Certain
        Defined Terms.

       

      As
        used
        in this Agreement, the following terms have the meanings set forth
        below:

       

      “Assets”
        means all of the assets of the Corporation used in connection with, or necessary
        to the operation of, the Business, other than the Excluded Assets.

       

      “Balance
        Sheet” means the audited balance sheet of the Corporation as of December 31,
        2006.

       

       “Business
        Documents” means all of the Corporation’s rights in, to and under all
        agreements, contracts, licenses, permits and manufacturers’ warranties,
        including all leases of equipment which involve payments in excess of $500.00
        annually, telephone book listing agreements and noncompetition and nondisclosure
        agreements, in each case to which the Corporation is a party.

       

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

       

      “Buyer
        Promissory Note” means the non-recourse  Promissory note described in
        Section 2.2 (b)(ii) below having a term of 3 years and bearing interest at
        the
        rate of 8% per annum, secured by a pledge of forty (40) Acquisition
        Shares,  and in the form set forth in Schedule
        2.2(b)(ii).

       

       “Code”
        means the Internal Revenue Code of 1986, as amended.

       

       “Corporation
        Material Adverse Effect” means a material adverse effect on the Business, the
        Assets, the financial condition or results of operations of the Corporation
        and
        shall include  any increase in the liabilities of the Corporation,
        after December 31, 2006,   individually or in the aggregate,
        greater than 10% when compared to the Balance Sheet, and shall exclude adverse
        changes (a) resulting from general political, economic or market conditions
        that
        affect generally the industry and market in which the Corporation operates;
        and
        (b) in relationships with customers, suppliers and employees that directly
        result from the announcement of the proposed acquisition of the Acquisition
        Shares by Buyer and/or any of the transactions contemplated hereby.

       

      “Employment
        Agreement” means the agreement between Seller and Corporation, entered into at
        Closing having a (5) year term and  setting forth mutually agreed
        salary and benefits and other standard provisions including a non-compete
        clause
        all in the form set forth in Schedule 2.3(c).

       

       “ERISA”
        means the Employee Retirement Income Security Act of 1974, as
        amended.

       

      “Excluded
        Assets” means the personal property of Seller listed on Schedule 1.1
        hereto.

       

      “GAAP”
        means U.S. generally accepted accounting principles, consistently
        applied.

       

      “Liens”
        means liens, claims, charges, encumbrances, leases, pledges, security interests,
        mortgages, defects in title, equities, covenants and other restrictions of
        any
        nature whatsoever.

       

      “Line
        of
        Credit Agreement” means the Agreement described in Section 2.3 (b) below, in the
        form set forth in Schedule 2.3(a).

       

       “Permitted
        Encumbrances” means (a) Liens for taxes not yet due and payable; (b) Liens that
        do not interfere with the use or enjoyment by the Corporation of its Assets
        or
        that are otherwise not material to the Corporation; and (c) Liens set forth
        on
Schedule 3.7.

       

       

      
        
           

        

        
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      “Person”
        means an individual, partnership, corporation, limited liability company,
        joint
        stock company, unincorporated organization or association, trust or joint
        venture, or a governmental agency or political subdivision thereof.

       

      “Plans”
        means all pension, savings, profit sharing, retirement, deferred compensation,
        employment, welfare, fringe benefit, insurance, short and long term disability,
        incentive, bonus, stock, vacation pay, severance pay and similar plans, programs
        or arrangements, including all employee benefit plans as defined in
        Section 3(3) of ERISA.

       

      “Put
        and
        Call Agreement” has the meaning set forth in section 2.3(c) below, in the form
        set forth in Schedule 2.3(b).

       

      2.  PURCHASE
        PRICE AND CLOSING

       

      2.1  Agreement
        to Purchase and Sell.

       

      Upon
        the
        terms and subject to the conditions of this Agreement, Seller agree to sell,
        transfer, assign and deliver to Buyer, and Buyer agrees to purchase from
        Seller,
        at the Closing, all of the Stock.

       

      2.2  Purchase
        Price.

       

      (a)  The
        purchase price for the Acquisition Shares is Eight Hundred
        Thousand  Dollars ($800,000.00) plus 1,000,000 shares of the Class A
        Common Stock of Buyer, (the “Purchase Price”); provided, however, that
        the Purchase Price will be adjusted in accordance with the terms
        hereof.

       

      (b)  Buyer
        shall pay the Purchase Price to Seller as follows:

       

      (i)  Three
        Hundred Thousand and 00/100 Dollars ($300,000.00) (the “Cash Payment”)
        shall be paid at Closing by federal funds wire transfer or other form of
        immediately available funds in accordance with Seller’s written instructions,
        and

       

      (ii)  Three
        Hundred Thousand and 00/100 Dollars ($300,000.00) shall be paid by the Buyer
        Promissory Note which shall be delivered at the Closing, and

       

      (iii)
        An
        aggregate of Two Hundred Thousand and 00/100 Dollars and 1,000,000 shares
        of the
        Class A Common Stock of Buyer to be earned by Seller and paid by Buyer, as
        follows:

       

      Seller
        shall earn $20,000 and 100,000 shares of the Class A Common Stock of Buyer
        for
        each $100,000 of pre-tax income (Pre-tax income is understood to be earnings
        before interest and taxes or “EBIT” calculated in accordance with Generally
        Accepted Accounting Principles) earned by the Corporation, over $50,000,
        and
        after payment of employee compensation and bonuses, but
        before  payment of any management service fees; and before any
        distributions or dividends to shareholders.  Pre-tax income for
        purposes of this calculation shall be determined each year not later than
        March
        31 following the applicable calendar year (provided that if Buyer has not
        received its annual audit report for such calendar year, the calculation
        shall
        be made thereafter upon receipt of such audit report).  Payment will
        be made within 30 days of receipt of the Buyer’s  annual audit report.
        By way of example and not by way of limitation:

       

      Year
        1:  Corporation earns $250,000 in pre-tax income.  Seller
        earns $40,000 and 200,000 shares of the Class A Common Stock of
        Buyer.

       

       

      
        
           

        

        
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                Calculation:

              	
                $250,000
                  – $50,000 = $200,000

              
	
                 

              	
                $200,000
                  ÷ 100,000 = 2

              
	 	
                2
                  X
                  $20,000 = $40,000

              
	 	
                2
                  X
                  100,000 shares = 200,000 shares

              


      

       

      Year
        2:                        Corporation
        earns $175,000 in pre-tax income.  Seller earns $25,000 and 125,000
        shares of the Class A Common Stock of Buyer.

       

      
        	
                Calculation:

              	
                $175,000
                  – $50,000 = $125,000

              
	
                 

              	
                $125,000
                  ÷ 100,000 = 1.25

              
	 	
                1.25
                  X $20,000 = $25,000

              
	 	
                1.25
                  X 100,000 shares = 125,000 shares

              


      

      


       

      Pre
        tax
        earnings shall be calculated and  payments made following the close of
        each calendar year after Closing until the earlier of  (I) earning by
        and payment to Seller of an aggregate of $200,000 and 1,000,000 shares
        of  the Class A Common Stock of Buyer, or (II) the determination of
        pre tax income and payment of any amounts earned in respect of the fifth
        (5th) full
        calendar
        year after Closing. Pre tax earnings will be pro-rated for Calendar Year
        2007,
        from the date of Closing to December 31, 2007.

       

      (c)           Buyer
        agrees to reserve for issuance hereunder 1,000,000 authorized but unissued
        Class
        A Shares.

       

      


      2.3  Closing
        and Post Closing Arrangements.

       

       

      
        
           

        

        
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      (a)  At
        Closing, Corporation shall enter into a  Line of Credit Agreement
        providing for a Line of Credit from Buyer, in favor of the
        Corporation,  of Four  Hundred Thousand
        dollars  ($400,000) having normal and customary terms and
        conditions.  The proceeds of the Line of Credit will be used first to
        pay off any Corporation institutional financing in existence at the time
        of the
        Closing.  In addition, Buyer will use commercially reasonable efforts
        to arrange for another institution to  make available to Corporation
        up to an additional $100,000 in credit (the “Additional Credit”). In the event
        that, by the first anniversary of the Closing, less than $100,000 in Additional
        Credit has been made available to Corporation, Buyer shall make available
        to
        Corporation an amount equal to the difference between the Additional Credit
        and
        $100,000.  If no Additional Credit has been made available, then Buyer
        shall make available the full $100,000. If Buyer fails to arrange for or
        make
        available the Additional Credit by the first anniversary of the Closing,
        Buyer
        shall treat $100,000 of the outstanding principal advanced to the Corporation
        under the Line of Credit as a capital contribution, and Corporation’s maximum
        liability for repayment of principal under the Line of Credit shall be
        $300,000.  Notwithstanding such conversion, however, the Corporation
        shall remain liable for interest on all amounts drawn under the Line of Credit
        until the same are repaid or converted to a capital contribution, as
        appropriate. The amounts drawn down under Buyer’s line of credit shall bear
        interest at the rate of  8%, and all amounts drawn down and the
        interest accrued thereon shall be repaid one year from the date of the first
        Anniversary of the Closing.

       

                    
(b)  
At
        Closing, Seller and Buyer shall execute and deliver the Put and Call Agreement
        in the form of Schedule 2.3(b).. 

       

      (c)           At
        Closing, Seller will execute the Employment Agreement with the Corporation
        in
        the form of Schedule 2.3(c).

      


      (d)           At
        Closing, Corporation and Buyer will execute Management Services Agreement
        in the
        form annexed hereto as Schedule 2.3(d), providing for, among other things,
        a
        management fee equal to 3% of the Corporation’s gross revenues .

      


      (e)           At
        Closing, without limiting Buyer’s rights as a majority shareholder of the
        Corporation, Buyer shall have the right to elect up to two additional Directors
        to the Board of Directors of the Corporation.

      


      (f)           No
        dividends or distributions shall be paid to Buyer or Seller until all payments
        due to Seller have been earned and paid and the line or lines of credit
        described in Section 2.3 (a) have been repaid in full.

      


      (g)           Following
        Closing, and for so long as the Put and Call Agreement remains in effect
        and
        unexercised, Buyer agrees that it will not with respect to the Corporation,
        directly or indirectly, issue or cause to be issued shares of stock of any
        class
        or series or other security issued as a new issue, stock-split or dividend,
        whether such shares be now authorized or not, such that the equity in the
        Corporation, represented by the Retained Shares as defined in the Put and
        Call
        Agreement, shall be diluted below 20%.  This covenant of Buyer does
        not extend to the capital stock or any other security of Buyer or any affiliate
        of Buyer other than the Corporation.

       

      
 

      
        
           

        

        
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      2.4  Closing
        Date.

       

      The
        consummation of the transfer and delivery of the Acquisition Shares to Buyer
        and
        the receipt of the consideration therefor by Seller will constitute the
“Closing.”  The Closing will occur on or before July 2, 2007,
        the exact date to be mutually agreed upon by the parties, provided all
        conditions precedent to Buyer’s and Seller’s obligations to consummate these
        transactions have been satisfied on or before such date, which date will
        constitute the “Closing Date”.

       

      3.  REPRESENTATIONS,
        WARRANTIES AND COVENANTS OF SELLER AND
        CORPORATION

       

      As
        an
        inducement to Buyer to enter into this Agreement and to consummate these
        transactions, the Seller and Corporation represent, warrant and covenant
        to
        Buyer with respect to the Corporation and Seller, as follows:

       

      3.1  Organization
        and Corporate Documents.

       

      (a)  The
        Corporation is a corporation duly incorporated and organized, validly existing
        and in good standing under the laws of the State of New Jersey and has the
        requisite corporate power and authority to own or lease all of the Assets,
        to
        own and operate the Business and to carry on the Business as now
        conducted.  The Corporation has no subsidiaries, except for MCC
        Marketing, L.L.C. which will be dissolved.  Seller will deliver at
        Closing a duly filed Certificate of Cancellation for MCC Marketing
        L.L.C.

       

      (b)  Except
        as
        set forth on Schedule 3.1 (b), the Corporation has not, within the past six
        (6) years, changed its corporate name, been the surviving entity of a merger
        or
        consolidation, or acquired all or substantially all of the assets of any
        person
        or entity.  Schedule 3.1(b) also sets forth all of the fictitious
        names under which the Corporation or such predecessors have conducted
        business.

       

      (c)  The
        Certificate of Incorporation of the Corporation and all amendments thereto,
        as
        certified by the New Jersey Division of Revenue, Certification and Status
        Unit,
        and the Bylaws of the Corporation, as amended to date, as certified by the
        Secretary of the Corporation, as attached to Schedule 3.1(c), are true, complete
        and correct, and the minute books of the Corporation, all of which have been
        made available to Buyer, correctly reflect all corporate actions taken at
        the
        meetings reported therein and correctly record all resolutions adopted at
        those
        meetings.

       

      3.2  Capitalization.

       

      The
        authorized capital stock of the Corporation consists solely of 2500 shares
        of
        common stock, no par value, of which 100 shares are issued and
        outstanding.  All of the issued and outstanding shares of the
        Corporation’s common stock are validly issued, fully paid and
        nonassessable.  100 shares of the Corporation’s common stock are owned
        by Seller.  There are no outstanding subscriptions, options, rights,
        warrants, conversion rights, agreements or commitments of any kind outstanding
        obligating the Corporation to issue, acquire or transfer any shares of its
        capital stock.

       

       

      
        
           

        

        
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      3.3  Ownership
        and Transfer of Stock.

       

      Seller
        owns all of the Stock, including the Acquisition Shares beneficially
        and of record, free and clear of all liens, encumbrances, pledges, options,
        warrants, rights of first refusal, claims, charges and restrictions of any
        nature, including but not limited to any claims of Sean
        Murphy.  Seller has the full right and power to transfer the Acquisition Shares to Buyer
        without obtaining the consent of any other person or governmental
        authority.

       

      3.4  Authority
        of Seller.

       

      Seller
        has full power and authority to enter into this Agreement, to consummate
        the
        transactions described in this Agreement and to comply with the terms,
        conditions and provisions hereof.  This Agreement has been duly
        executed and delivered by Seller and is, and each other agreement or instrument
        of Seller contemplated by it will be, when executed and delivered by Seller,
        the
        legal, valid and binding agreement of Seller, enforceable against Seller
        in
        accordance with its respective terms, except to the extent that its
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other laws affecting the enforcement of creditors’
rights generally or by general equitable principles (the “Bankruptcy
        Exception”).  The execution, delivery and performance of this
        Agreement, and the other agreements of Seller described in this Agreement,
        do
        not require the consent of or notice to any third-party, except as set forth
        on
        Schedule 3.4 and except for consents of, or notices to, any third-party
        which if not obtained prior to or on the Closing Date would not have a
        Corporation Material Adverse Effect.  Neither the execution and
        delivery of this Agreement, nor the consummation of these transactions, will
        conflict with or result in any violation of or constitute a default under
        any
        term of the Certificate of Incorporation or Bylaws of the Corporation, or
        any
        agreement, mortgage, debt instrument, indenture, or other instrument, judgment,
        decree, order, award, law or regulation by which either Seller or the
        Corporation is bound, or result in the creation of any lien, security interest,
        charge or encumbrance upon any of the Assets (other than a Permitted
        Encumbrance), or result in the cancellation, modification, revocation or
        suspension of any material license, certificate, permit or authorization
        held by
        Seller or the Corporation, excluding, in each case, any conflict or default
        which would not have a Corporation Material Adverse Effect.

       

      3.5  Locations
        of Business.

       

      (a)  The
        Corporation owns no real property.

       

      (b)  All
        of
        the real property used by the Corporation under lease is described on
        Schedule 3.5 (b).  The Corporation has valid and subsisting
        leases for such real property.  Except as disclosed on
        Schedule 3.4, no such leases contain change of control provisions (or
        similar provisions) requiring the Corporation to obtain the consent of another
        party in order for such leases to remain in full force and effect after the
        consummation of the transactions contemplated in this
        Agreement.  True, correct, and complete copies of such leases and all
        amendments, assignments and consents thereto have been furnished by Seller
        to
        Buyer.

       

       

      
        
           

        

        
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      3.6  Absence
        of Undisclosed Liabilities.

       

      As
        of
        December 31, 2006, to the knowledge of Seller and the Corporation, the
        Corporation had no liabilities of any nature, whether accrued, absolute,
        contingent or otherwise (including liabilities as guarantor or otherwise
        with
        respect to obligations of others or liabilities for taxes due or then accrued
        or
        to become due), required to be reflected or disclosed in the Balance Sheet
        (or
        the notes thereto) that were not adequately reflected or reserved against
        on the
        Balance Sheet.  The Corporation has no liabilities of any nature,
        whether accrued, absolute, contingent or otherwise, other than liabilities:
        (a) adequately reflected or reserved against on the Balance Sheet;
        (b) described on Schedule 3.6; or (c) incurred since December 31,
        2006 in the ordinary course of business and which are not likely, individually
        or in the aggregate, to result in a Corporation Material Adverse
        Effect.

       

      3.7  Title
        to Property.

       

      Except
        as
        set forth on Schedule 3.7, to the knowledge of Seller
        and the
        Corporation, the Corporation has good and marketable title to (or valid
        leasehold or contractual interests in) all of the Assets, free and clear
        of all
        Liens (other than Permitted Encumbrances). The parties agree that the Company’s
        debt to Merrill Lynch which is secured by a Lien against the Assets of the
        Company, will be paid off at closing from the proceeds and the parties will
        cooperate to have such Lien will be released.  The Assets include all
        tangible property located or stored at the Corporation’s premises, except for
        tangible property which is personally owned by one or more of Seller, and
        is
        described on Schedule 3.7, and which shall remain the property of such Seller(s)
        after the Closing.

       

      3.8  Compliance
        with Laws; Litigation.

       

      (a)  Seller
        and the Corporation, to the knowledge of Seller and the
        Corporation,  have complied, in all material respects, with all laws,
        regulations, rules, writs, injunctions, ordinances, decrees or orders of
        any
        federal or state court or of any municipal or governmental department,
        commission, board, bureau, agency or instrumentality which are applicable
        to the
        Stock, the Assets or the Business.

       

      (b)  Except
        as
        set forth on Schedule 3.8, there are no lawsuits, claims, suits,
        proceedings or, to Seller’s knowledge, investigations, pending or, to Seller’s
        knowledge, threatened against the Corporation or Seller, in which the
        Corporation or Seller are a party, nor are there any lawsuits, claims, suits
        or
        proceedings pending in which the Corporation or Seller is the plaintiff or
        claimant that relate to the Stock, the Assets or the Business and which could
        reasonably be expected to result in any judgment, order, award or other decision
        that would materially impair the ability of Seller to perform his obligations
        under this Agreement, or which would result in a Corporation Material Adverse
        Effect.

       

       

      
        
           

        

        
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      (c)  Schedule
        3.8 lists all existing disputes, to the knowledge of Seller and the
        Corporation,, with customers of the Business relating to amounts invoiced
        by the
        Corporation to such customers or amounts to be invoiced to such customers
        under
        the Customer Contracts and which involve disputed amounts in excess of
        $500.00.

       

      3.9  Condition
        of Assets; Insurance.

       

      (a)  The
        equipment, furniture, leasehold improvements, fixtures, vehicles, any related
        capitalized items and other tangible property material to the operation of
        the
        Business (collectively, the “Tangible Assets”) to the knowledge of Seller and
        the Corporation, are in good operating condition and repair, ordinary wear
        and
        tear excepted.  The Tangible Assets are available for immediate use in
        the Business.  All of the Tangible Assets and the state of maintenance
        thereof to the knowledge of Seller and the Corporation, are in compliance
        in all
        material respects with all applicable statutes, ordinances, rules and
        regulations.  The Assets include all such assets and properties that
        are necessary to conduct the Business as it is now being conducted.

       

      (b)  Schedule 3.9
        sets forth a true and complete list of all insurance policies held by
        Corporation or Seller insuring any of the Assets or relating to the
        Business.  Except as set forth on Schedule 3.9, all such policies are
        on (and for the applicable statute of limitations period plus 1 year have
        been
        on) an “occurrence basis,” which means, for example, that if a claim arose after
        the Closing Date for an event which occurred prior to the Closing Date, the
        Corporation’s applicable insurance policies in existence on the date such event
        occurred would cover such claim.  All such policies are in full force
        and effect and the Corporation has not received any written (or, to Seller’s
        knowledge, oral) notice of cancellation with respect thereto.  During
        the past five (5) years, no application by the Corporation for insurance
        with
        respect to the Assets or the Business has been denied for any
        reason.  Seller has delivered to Buyer a copy of the Corporation’s
        insurance claims history for the past five (5) years.

       

      3.10  Absence
        of Adverse Changes or Other Events.

       

      Except
        as
        set forth on Schedule 3.10, since December 31, 2006, to the knowledge of
        Seller
        and the Corporation, the Corporation has not: (a) created or incurred any
        liability (absolute or contingent) except in the ordinary course of business
        and
        which are not likely, individually or in the aggregate, to result in a
        Corporation Material Adverse Effect; (b) loaned any money or otherwise
        pledged its credit, or mortgaged, pledged or been subjected to any Lien (other
        than a Permitted Encumbrance); (c) suffered any material loss, damage or
        destruction not covered by insurance, or waived any rights of material value;
        (d) made any capital expenditures or capital additions or improvements
        which in the aggregate exceed $10,000; (e) declared or paid any dividends
        or made any other distribution on or in respect of, or directly or indirectly
        purchased, retired, redeemed or otherwise acquired any shares of, its capital
        stock; (f) suffered any labor disputes or organizational activity by its
        employees; (g) issued or sold any shares of its capital stock or rights,
        options or warrants to purchase its capital stock, or any securities convertible
        into its capital stock; (h) become bound by or entered into any contract,
        commitment or transaction other than in the ordinary course of business;
        or
        (i) entered into any contract or agreement to do or perform any of the
        foregoing actions.

       

       

      
        
           

        

        
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      3.11  Financial
        Statements.

       

      Schedule
        3.11 contains copies of the financial statements of the Corporation (balance
        sheet, income statement and cash flow statement) at December 31, 2006 (the
“Year
        End Financial Statements”) and unaudited revenue reports and income statements
        of the Corporation for each month during the period January 1, 2007 through
        May
        31, 2007 (the “Financial Statements”).  The Financial Statements to
        the knowledge of Seller and the Corporation, are true, complete and correct,
        in
        all material respects, and fairly present the financial condition of the
        Business as of the respective dates thereof, subject, with respect to only
        those
        Financial Statements which are not Year End Financial Statements, to normal
        year-end adjustments.  The Financial Statements accurately reflect all
        of the income, expenses, equity, liabilities and assets of the Business in
        existence at the respective dates thereof and the operation of the Business
        as
        of such dates.  The Assets include all of the assets reflected in such
        Financial Statements and all assets acquired by the Corporation since the
        date
        of such Financial Statements, excepting only such assets as have been consumed
        in the normal course of business.

       

      3.12  Tax
        Returns and Payments.

       

      (a)  Except
        as
        set forth on Schedule 3.12, to the knowledge of Seller and the Corporation,
        the
        Corporation:  (i) has timely and properly filed or caused to be
        filed, all tax returns which it is or has been required to file, by any
        jurisdiction in which it is or has been subject to taxation, all such tax
        returns being true, correct and complete; (ii) has timely paid or caused to
        be paid in full all taxes which are or were due and payable to any taxing
        authorities; (iii) has made or caused to be made all withholdings of taxes
        required to be made, and such withholdings have either been paid to the
        appropriate governmental agency or set aside in accounts for such purpose;
        and
        (iv) has otherwise satisfied all legal requirements applicable with respect
        to such obligations to all taxing jurisdictions.

       

      (b)  The
        Corporation to the knowledge of Seller and the Corporation, has properly
        accrued
        and reflected on the Financial Statements all liabilities for taxes and
        assessments, all such accruals being in the aggregate sufficient for payment
        of
        all such taxes and assessments.  Seller will timely and properly cause
        to be filed all tax returns required to be filed by the
        Corporation for all tax
        periods ending on or
        before the Closing Date, which tax returns shall be true, correct and
        complete.  Seller will pay or cause to be paid when due all taxes, if
        any, which have become due pursuant to such returns or reports or forms,
        or
        pursuant to assessments received by the Corporation.  The costs and
        expenses related to the preparation of such returns will be borne solely
        by
        Seller.

       

      (c)  Except
        as
        set forth on Schedule 3.12, the federal income tax returns of the Corporation
        have not been audited by the Internal Revenue Service, nor is Seller aware
        of
        any pending or threatened audit, investigation or review of the Corporation
        by
        the Internal Revenue Service or a reasonable basis therefor.

       

      (d)  Except
        as
        set forth on Schedule 3.12, the state income tax returns of the Corporation
        have
        not been audited by the State of New Jersey, nor is Seller aware of any pending
        or threatened audit, investigation or review of the Corporation by the State
        of
        New Jersey or a reasonable basis therefor.

       

       

      
        
           

        

        
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      (e)  Except
        as
        set forth on Schedule 3.12, to the knowledge of Seller and the Corporation,
        there are no unassessed tax deficiencies proposed or threatened against the
        Corporation, nor are there any agreements, waivers, or other arrangements
        providing for extension of time with respect to the assessment or collection
        of
        any tax against the Corporation or any actions, suits, claims, proceedings,
        or,
        to Seller’s knowledge, investigations now pending against the Corporation with
        respect to any tax.

       

      (f)  The
        Corporation has made a valid and effective election under Section 1362 of
        the
        Internal Revenue Code of 1986, as amended (the “Code”) and any corresponding
        state or local provisions to be an S corporation within the meaning of Section
        1361 of the Code for all taxable years (or portions thereof) since July 21,
        2006, and such S election has not been terminated (whether voluntarily,
        involuntarily or inadvertently, including, without limitation, by taking
        any
        action defined in Section 1362(d) of the Code) since such time.  The
        election of the Corporation to be taxed under subchapter S of the Code is
        valid,
        in full force and effect and is in compliance with all applicable tax and
        legal
        requirements.

       

      (g)  For
        purposes of this Agreement, “tax” and “taxes” will include all income, gross
        receipts, franchise, excise, transfer, severance, value added, sales, use,
        wage,
        payroll, workmen’s compensation, employment, occupation, and real and personal
        property taxes; taxes measured by or imposed on capital; levies, imposts,
        duties, licenses, legislation fees; other taxes imposed by a federal, state,
        municipal, local, foreign or other governmental authority or agency, including
        assessments in the nature of taxes; including interest, penalties, fines,
        assessments and deficiencies relating to any tax or taxes; and including
        any
        transferee or secondary liability for taxes and any liability in respect
        of
        taxes as a result of being a member of any affiliated, consolidated, combined
        or
        unitary group or any liability in respect of taxes under a tax sharing, tax
        allocation, tax indemnity or other agreement.

       

      (h)  For
        purposes of this Agreement, “tax return” or “tax returns” includes all reports,
        estimates, information, statements, schedules, declarations, and
        returns relating to or required to be filed in connection with any taxes
        pursuant to the statutes, rules or regulations of any federal, state, local
        or
        foreign government taxing authority.

       

      3.13  Agreements
        with Employees.

       

      (a)  Except
        as
        set forth on Schedule 3.13, to the knowledge of Seller and the Corporation,
        the
        Corporation is not a party to any employment or consulting agreement, written
        or
        oral, which it cannot terminate at will.  The names, titles and rates
        of compensation (including all compensation increases granted since January
        1,
        2006) of all of the employees of the Corporation are listed on
        Schedule 3.13.  Except as set forth on Schedule 3.13, none of the
        Corporation’s employees has indicated any intention to terminate his or her
        employment with the Corporation.

       

       

      
        
           

        

        
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      (b)  None
        of
        the employees of the Corporation are parties to any collective bargaining
        agreement.  There are no grievances, disputes or controversies with
        any union or any other organization of the Corporation’s employees, nor are
        there any threats of strikes, work stoppages or any pending demands for
        collective bargaining by any union or organization.  The Corporation
        has not engaged in any unfair labor practices.

       

      (c)       The
        Corporation to the knowledge of Seller and the Corporation, has no liability
        or
        obligation to Sean Murphy under Appendix B to the Employment Agreement dated
        June 18, 2001, said Appendix B having been executed by the Corporation and
        Sean
        Murphy on June 19, 2001.

      


      3.14  Intellectual
        Property Rights.

       

      Schedule
        3.14 sets forth all of the patents (including all reissues, divisions,
        continuations and extensions thereof), applications for patents, patent
        disclosures docketed, trademark registrations, trademark applications, trade
        names copyright registrations and domain names owned by the Corporation,
        and all
        licenses, franchises, permits, authorizations, agreements and arrangements
        pursuant to which the Corporation has the right to use any intellectual property
        (other than commercially available, off-the-shelf software) that is owned
        by
        others and used by the Corporation in connection with the
        Business.  True, correct and complete copies of all such licenses,
        franchises, permits, authorizations, agreements and arrangements have been
        delivered by Seller to Buyer.  Seller has no knowledge of, and the
        Corporation has not received any written or oral notice of, any unresolved
        conflict with the asserted rights of others with respect to any of these
        intellectual property rights, or any other intellectual property rights used
        in
        connection with the Business.  The Corporation to the knowledge of Seller
        and the
        Corporation, owns, is licensee of or otherwise has the right to use all
        rights to all patents, patent applications, inventions, improvements,
        trademarks, trademark applications, trade names, copyrights, domain names,
        websites and email addresses necessary to conduct the Business as presently
        conducted.

       

      3.15  Business
        Documents.

       

      Except
        for any contract described on Schedule 3.15, to the knowledge of Seller and
        the
        Corporation, the Corporation is not a party to any presently existing written
        or
        oral contract, agreement, lease, permit, consent, license or commitment
        affecting or relating to the Business which involves the payment by or to
        the
        Corporation of more than $5,000.00 per calendar year.   Except as
        described on Schedule 3.15 hereto, each of the Business Documents (i) is
        valid
        and enforceable and in full force and effect in accordance with its terms;
        and
        (ii) the purchase of the Acquisition Shares by Buyer hereunder will not result
        in a breach of such contract by the Corporation.  Without limiting the
        foregoing, to Seller’s knowledge, the Business and all equipment used in
        connection with it are now being utilized, operated and maintained in conformity
        with the Business Documents, with all applicable laws and regulations (including
        zoning regulations), and with the orders, rules and regulations of any
        government or governmental agency or authority having jurisdiction with respect
        thereto, except to the extent that the failure to be in such conformity would
        not have a Corporation Material Adverse Effect.  The Corporation has
        performed all the obligations required to be performed by it to date pursuant
        to
        the Business Documents, and the Corporation is not nor, to Seller’s knowledge,
        is any other party in default under any Business Document.

       

       

      
        
           

        

        
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      3.16  Accounts
        Receivable.

       

      Subject
        to any reserve set forth on the Balance Sheet for doubtful accounts, all
        accounts receivable reflected on the Balance Sheet and all accounts receivable
        arising subsequent to December
        31, 2006, to the knowledge
        of Seller and the Corporation, have arisen in the ordinary course of
        business of the Corporation, represent valid and enforceable obligations
        due to
        the Corporation, have not been and are not subject to any set-off, counter-claim
        or claim of overpayment that has been asserted or, to Seller’s knowledge,
        threatened.

       

      3.17  Broker
        or Finder.

       

      Neither
        the Corporation nor Seller, nor any party acting on their behalf, has paid
        or
        become obligated to pay any fee or commission to any broker, finder or
        intermediary for or on account of these transactions except for The Oxford
        Capital Group, Inc. Seller will satisfy any obligation to The Oxford Capital
        Group, Inc. arising from this transaction.

       

      3.18  Labor
        and Employment Matters.

       

      (a)  The
        Corporation is not a party to or obligated to contribute to any employee
        benefit
        plan as defined in Section 3(3) of the Employee Retirement Income Security
        Act of 1974 (“ERISA”) (an “Employee Benefit Plan”), guaranteed annual income
        plan, fund or arrangement, or any incentive, bonus, profit-sharing, deferred
        compensation, stock option or purchase plan or agreement or arrangement,
        or any
        non-competition agreement, or any severance or termination pay plans or
        policies, any hospitalization, disability or other insurance plans, or any
        other
        employee fringe benefit plans, or any collective bargaining agreement, whether
        written or oral, except those set forth in Schedule 3.18
        attached.  True, correct and complete copies of all of the written
        plans (including multiemployer plans) and agreements have heretofore been
        delivered by Seller to Buyers.

       

      (b)  With
        respect to any non-multiemployer Employee Benefit Plan which covers employees
        of
        the Corporation:  (i) except as set forth on Schedule 3.18,
        neither such Employee Benefit Plan nor, to Seller’s knowledge, any plan
        fiduciary has engaged in a prohibited transaction as defined in Section 406
        of ERISA (for which no individual or class exemption exists under
        Section 408 of ERISA) or any prohibited transaction as defined in
        Section 4975 of the IRC (for which no individual or class exemption exists
        under Section 4975 of the IRC); (ii) all filings and reports as to
        such Employee Benefit Plan required to have been made on or before the Closing
        Date to the IRS, to the United States Department of Labor or, if applicable,
        to
        the Pension Benefit Guaranty Corporation, have been or will be duly made
        on or
        before that date; (iii) all material disclosures to employees relating to
        such Employee Benefit Plan required by ERISA to have been made on or before
        the
        Closing Date have been or will be duly made on or before that date;
        (iv) there is no litigation, disputed claim (other than routine claims for
        benefits), governmental proceeding or investigation pending or, to Seller’s
        knowledge, threatened with respect to any such Employee Benefit Plan, its
        related trust, or any fiduciary, administrator or sponsor of such Employee
        Benefit Plan, nor have any notices been received by Seller or the Corporation
        that might give rise to any of the foregoing; (v) such Employee Benefit
        Plan has been established, maintained, funded and administered in all material
        respects in accordance with its governing documents, and any applicable
        provisions of ERISA, the IRC and all regulations and rulings promulgated
        thereunder.

       

       

      
        
           

        

        
          -13-

          
            

          

        

        
           

        

      

       

      (c)  With
        respect to any non-multiemployer employee pension benefit plan within the
        meaning of Section 3(2) of ERISA (an “Employee Pension Benefit Plan”) which
        covers employees of Corporation:  (i) such Employee Pension
        Benefit Plan is qualified under Section 401(a) of the IRC; favorable
        determination letters as to qualification of such Employee Pension Benefit
        Plan
        under IRC Section 401(a) have been issued by the IRS; and such Employee
        Pension Benefit Plan has been administered in all material respects in
        accordance with its governing documents, ERISA, the IRC and all regulations
        and
        rulings promulgated thereunder; (ii) such Employee Pension Benefit Plan has
        been funded in accordance with its governing documents, ERISA and the IRC,
        and
        there has been no accumulated funding deficiency, whether or not waived,
        at any
        time; (iii) there has been no Reportable Event within the meaning of
        Section 4043(b) of ERISA; and (iv) all filings, premium payments,
        reports and notices as to each Employee Pension Benefit Plan required to
        have
        been made on or before the Closing Date to the Pension Benefit Guaranty
        Corporation have (“PBGC”) been or will be duly made on or before that
        date.

       

      (d)  With
        respect to any group health plan subject to the requirements of IRC
        Section 162(k) and ERISA Title I, Part 6 (“COBRA”), all filings,
        reports, premium payments (if any) and notices as to each such group health
        plan
        required to have been made on or before the Closing Date to government agencies,
        participants and/or beneficiaries have been or will be duly made on or before
        that date.

       

      (e)  Except
        as
        disclosed in Schedule 3.18, the Corporation has no reason to believe that
        any
        former employer of any of its employees is contemplating remedial action
        of any
        nature against that employee or the Corporation based on the employee having
        terminated the former employment and having become an employee of the
        Corporation.

       

      3.19  Contracts.

       

      (a)  Except
        for Business Documents listed on Schedules 3.15 and 3.15, and any other
        agreement or contract listed on Schedule 3.19, and except as set forth in
Schedule 3. 19, the Corporation to the knowledge of Seller and the
        Corporation,  is not a party to or bound by any written or oral:
        (a)  agreement or understanding not made in the ordinary course of its
        business; (b) employment contract or contract for personal services not
        terminable at will; (c) contract or agreement with any labor union or other
        collective bargaining group with respect to employees of the Corporation;
        (d) continuing contract for the future purchase of materials, supplies,
        machinery or other equipment in excess of the requirements of its business
        now
        booked or of normal operating requirements requiring payment in excess of
        $2,500.00 in the aggregate for such contract; (e) contract or commitment
        for capital expenditures in excess of $2,500.00 in the aggregate for each
        such
        contract; (f) contract or agreement with any director or officer of the
        Corporation; (g) contract or agreement containing covenants by the
        Corporation not to compete in any lines or business or with any person;
        (h)  dealership, commission or distributorship agreement, right or other
        similar arrangement; (i) loan, credit or financing agreements, including
        all agreements for any commitments for future loans, credit or financing;
        or
        (j) guarantee or suretyship agreement.

       

       

      
        
           

        

        
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      3.20  Environmental
        Matters.

       

      The
        Corporation to the knowledge of Seller and the Corporation, (i) is
        currently in compliance with all applicable environmental laws, and has obtained
        all permits and other authorizations needed to operate its facilities, and
        to
        consummate this transaction; (ii) has not materially violated any
        applicable environmental law, (iii) is unaware of any present requirements
        of any applicable environmental law which is due to be imposed upon it which
        will increase its cost of complying with the environmental laws.  As
        used in this Agreement, the term “environmental law” includes but are not
        limited to any federal, state or local law, statute, charter or ordinance,
        (including but not limited to the New Jersey Industrial Site Recovery
        Act,  N.J.S.A. 13:lK-6 et seq. (“ISRA”) ) and any rule, regulation,
        binding interpretation, binding policy, permit, order, court order or consent
        decree issued pursuant to any of the foregoing, which pertains to, governs
        or
        otherwise regulates any of the following activities: (a) the emission,
        discharge, release or spilling or any substance into the air, surface water,
        groundwater, soil or substrata; (b) the manufacturing, processing, sale,
        generation, treatment, storage, disposal labeling or other management of
        any
        waste, hazardous substance or hazardous waste; (c) change of
        ownership.

      


      3.21  Banks,
        Officers and Powers of Attorney.

       

      Schedule 3.21
        contains: (a) a list of all banks (with account numbers) in which the
        Corporation has an account or safe deposit box and the names of all persons
        authorized to draw thereon or have access thereto; (b) the names of all
        incumbent directors and officers of the Corporation; and (c) the names of
        all persons holding powers of attorney from the Corporation and copies
        thereof.

       

      3.22  Prepaid
        Items and Deposits.

       

      Attached
        hereto as Schedule 3.22 to the
        knowledge of Seller and the Corporation, is a true and correct
        description of all prepaid items and deposits of the Corporation as of December 31, 2006.

       

      3.23  Trade
        Payables.

       

      Attached
        hereto as Schedule 3.23 is a true and correct listing to the knowledge of Seller
        and the
        Corporation, of all agreements to which the Corporation is a party and
        which are for consideration other than cash, such as merchandise, services
        or
        promotional consideration (collectively, the “Trade Agreements”),
        together with an itemized statement of the aggregate value of time owed pursuant
        to each of the Trade Agreements (“Trade Payables”) and the aggregate
        value of goods and services to be received pursuant to each of the Trade
        Agreements (“Trade Receivables”), in each case, as of the date
        hereof.  Three (3) business days before the Closing Date, Seller shall
        deliver to Buyer a report, as of the Closing Date (the “Closing Date Trade
        Report”), which report shall list all Trade Agreements and the end date for
        each Trade Agreement together with an itemized statement of the aggregate
        value
        of the Trade Payables and Trade Receivables pursuant to each of the Trade
        Agreements.

       

       

      
        
           

        

        
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      3.24  Disclosure.

       

      No
        representation or warranty by Seller in this Agreement (or the disclosure
        schedules hereto) to the knowledge of Seller and the Corporation, contains
        or
        will contain any untrue statement of a material fact, or omits or will omit
        to
        state a material fact required to be stated herein or therein or necessary
        to
        make the statements contained herein (or therein) not misleading.

       

      3.25           Interpretation.

       

      Any
        representation or warranty of
        Seller or Corporation based upon the “knowledge” or similar words means a state
        of facts which is (a) within the actual knowledge of
        Seller or Corporation, as applicable, or (b) of which Seller or Corporation,
        as
        applicable, reasonably should have known with due inquiry.

      


       

      4.  REPRESENTATIONS,
        WARRANTIES AND COVENANTS OF BUYER

       

      As
        an
        inducement to Seller to enter into this Agreement and to consummate these
        transactions, Buyer  represents, warrants and covenants to Seller as
        follows:

       

      4.1  Authority
        of Buyer.

       

      Buyer
        is
        a corporation, duly organized, validly existing and in good standing under
        the
        laws of the State of Nevada.  Buyer has full corporate power and
        authority to enter into this Agreement, to consummate these transactions
        and to
        comply with its terms, conditions and provisions.  This Agreement has
        been duly authorized, executed and delivered by Buyer and is, and each other
        agreement or instrument of Buyer contemplated by it will be, the legal, valid
        and binding agreement of Buyer, enforceable against Buyer in accordance with
        its
        terms, subject to the Bankruptcy Exception.  Neither the execution and
        delivery of this Agreement nor the consummation of the transactions contemplated
        by it will conflict with or result in any violation of or constitute a default
        under any term of any agreement, mortgage, debt instrument, indenture or
        other
        instrument, judgment, decree, order, award, law or regulation by which Buyer
        is
        bound.

       

      4.2  Litigation.

       

      There
        is
        no action, suit or preceding pending or, to Buyer’s knowledge, threatened which
        questions the legality or propriety of these transactions.

       

       

      
        
           

        

        
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      4.3  Broker
        or Finder.

       

      Neither
        Buyer, nor any party acting on its behalf, has paid or become obligated to
        pay
        any fee or commission to any broker, finder or intermediary for or on account
        of
        these transactions.

       

      4.4  Financing.

       

      As
        of the
        scheduled Closing Date, Buyer shall have secured all funding necessary to
        consummate the purchase of the Acquisition Shares in accordance
        with the terms of this Agreement and to pay all amounts required hereunder
        to be
        paid at the Closing.

       

      4.5  Investment
        Intent.

       

      Buyer
        is
        acquiring the Stock for its own account for investment and not with a view
        toward public distribution.  Buyer understands that none of the Stock
        has been registered under the Securities Act of 1933, as amended, or any
        other
        applicable securities laws, and, therefore, cannot be resold unless subsequently
        registered under such act and other applicable securities laws or unless
        an
        exemption from such registration is available.

       

      5.  ACTIONS
        PRIOR TO AND AFTER THE CLOSING DATE

       

      The
        parties covenant and agree to take the following actions prior to the Closing
        Date:

       

      5.1  Investigation.

       

      Seller
        has caused the Corporation to provide,  Buyer and its representatives
        have had reasonable access during normal business hours to the employees,
        properties, facilities, equipment, and books and records of the
        Corporation.  Seller acknowledges that Buyer has had the opportunity
        to contact certain vendors, customers, subsidiaries (including making telephone
        inquiries and local on-site visits) and suppliers of the
        Corporation.  Seller agrees to reasonably cooperate with Buyer in
        making such contact, in order that Buyer will have full opportunity to effect
        a
        smooth transition of the Corporation from Seller to Buyer on the Closing
        Date.

       

      5.2  Lien
        Searches.

       

      Buyer
        will have obtained at Buyer’s expense, at least ten (10) days prior to the
        Closing Date, lien searches performed against the Corporation, any entity
        acquired by the Corporation and any fictitious names used by the Corporation,
        showing all the UCC-1 financing statements, federal, state or local tax liens,
        recorded mortgages, unsatisfied judgments, and pending litigation filed against
        such entities.

       

       

      
        
           

        

        
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      5.3  Maintenance
        of Business.

       

      Unless
        Buyer consents in writing to the contrary: (a) the Corporation will continue
        to
        operate the Business, will maintain the Assets and will keep all of its business
        books, records and files all in the ordinary course of business in accordance
        with past practices consistently applied; (b) the Corporation will continue
        to
        perform its obligations under all of the Business Documents in the ordinary
        course of business; (c) the Corporation will not sell, transfer, assign or
        permit the creation of any lien, charge or encumbrance on any of the Assets,
        except for Permitted Liens; (d) the Corporation will not agree to amend or
        cancel any of the Business Documents to which it is a party; (e) the Corporation
        will not enter into any contract or commitment nor incur any indebtedness
        or
        other liability or obligation of any kind relating to the Business that is
        not
        in the ordinary course of business, except those commitments that are necessary
        to consummate the Closing; (f) the Corporation will not enter into any
        compromise or settlement of any litigation, proceeding or governmental
        investigation relating to its properties or business; (g) the Corporation
        will
        not acquire any material accounts or any material assets from any third-party;
        (h) the Corporation will not lend money or otherwise pledge its credit; and
        (i)
        the Corporation will not enter into or modify, any employment or consulting
        agreement, or award, or amend the terms of, any bonus, equity incentive,
        or
        other compensation or severance program or arrangement of the
        Corporation.

       

      5.4  Organization
        and Transition.

       

      The
        Corporation will use commercially reasonable efforts consistent with sound
        business judgment to preserve intact its present business or organization,
        to
        retain the services of its present employees, to preserve its relationships
        with
        customers, subscribers, advertisers, sponsors, suppliers and others having
        business relationships with it and to maintain the goodwill enjoyed within
        the
        markets served by the Business.  Seller agrees to cause the
        Corporation to deliver to Buyer all information reasonably requested by Buyer
        with respect to the Corporation, except to the extent that it may be restricted
        from doing so by applicable law.  

       

      5.5  Corporate
        Matters.

       

      (a)  Without
        the prior written consent of Buyer, Seller will not permit the Corporation
        to:
        (a) amend its Certificate of Incorporation or Bylaws; (b) issue any
        additional shares of its capital stock; (c) issue or create any warrants,
        obligations, subscriptions, options, convertible securities or other commitments
        for the issuance of transfer of shares of its capital stock; (d) declare or
        pay any dividend on or make any distribution in respect of its capital stock,;
        (e) directly or indirectly purchase, redeem, or otherwise acquire any
        shares of its capital stock; (f) enter into any new Trade Agreements; or
        (g) agree to do any of the foregoing acts.

       

      5.6  Further
        Assurances.

       

      From
        time
        to time following the Closing Date and without further consideration, Seller
        will: (a) immediately deliver to the Corporation any cash or other property
        that Seller may receive in respect of the Business or on behalf of the
        Corporation (whether attributable to periods before or after the Closing
        Date)
        to which Seller would not be personally entitled hereunder; and (b) at the
        request of Buyer, execute and deliver to Buyer such other instruments of
        conveyance and transfer as Buyer may reasonably request or as may be otherwise
        necessary to more effectively convey and transfer to, and vest in, Buyer
        and put
        Buyer in possession of, any part of the Acquisition Shares or the
        Assets.  In the case of any agreement, contract, lease, easement or
        other commitment which cannot be transferred effectively without the consent
        of
        a third-party, whose consent has not been obtained prior to Closing, Seller
        will
        cooperate with Buyer at Buyer’s request in trying to promptly obtain such
        consent.

       

       

      
        
           

        

        
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      5.7  338(h)(10)
        Election.

       

      Upon
        Buyer’s request, Buyer and Seller agree to make a timely election under Section
        338(h)(10) of the Code and the regulations promulgated thereunder with respect
        to the transactions contemplated hereunder.  As such, the parties
        agree to take all necessary and reasonable actions to assist each other in
        making the 338(h)(10) election.  The allocation of the Purchase Price
        as set forth on IRS Form 8023 shall be consistent with the allocation of
        the
        Purchase Price described in Schedule 5.7, as may be adjusted at the
        Closing Date. 

       

      5.8  Counsel
        Fees.

       

      The
        fees
        and expenses of counsel incurred by the Corporation and/or Seller in connection
        with this Agreement and the transactions contemplated herein will be paid
        by the
        Corporation on or prior to the Closing Date.

       

      5.9  Cooperation
        Concerning Tax Matters.

       

      Buyer
        shall not, without Seller’s  prior written consent, file any amended
        tax returns or otherwise take any position with the Internal Revenue Service,
        the State of New Jersey or any other taxing authority on behalf of the
        Corporation that is adverse to Seller with respect to any tax period ending
        on
        or before the Closing Date, unless Buyer reasonably believes that such amended
        tax return or position is required under applicable law.  Buyer and
        Seller shall cooperate fully, and Buyer and Seller shall cause the Corporation
        to cooperate fully, as and to the extent reasonably requested by the other
        party
        hereto, in connection with the filing of the Corporation’s tax returns and any
        audit, litigation or other proceeding with respect to taxes.  Such
        cooperation shall include the retention and (upon the other party’s reasonable
        request) the provision of records and information which are reasonably relevant
        to any such audit, litigation or other proceeding and making employees available
        on a mutually convenient basis (which does interfere with the Corporation’s
        normal business operations) to provide additional information and explanation
        of
        any material provided hereunder.  Buyer and Seller agree to retain all
        books and records with respect to tax matters pertinent to the Corporation
        relating to any tax period beginning before the Closing Date until the
        expiration of the statute of limitations (and, to the extent notified by
        Buyer
        or Seller, any extensions thereof) of the respective tax periods, and to
        abide
        by all record retention agreements entered into with any taxing
        authority.

       

      5.10  Covenants
        of Buyer.

       

      (a)           So
        long as Buyer controls the Corporation, Buyer shall cause the Corporation
        to
        maintain, for six (6) years after the Closing Date, the rights of officers
        and
        directors to indemnification for acts and omissions occurring prior to the
        Closing substantially as they existed prior to Closing (absent any changes
        in
        applicable laws).

       

       

      
        
           

        

        
          -19-

          
            

          

        

        
           

        

      

       

      (b)           Prior
        to the Closing, neither Buyer nor any affiliate of Buyer shall take any action
        or omit to take any action that is designed to prevent Buyer from consummating
        the transactions contemplated by this Agreement.

       

      (c)           Prior
        to the Closing, Buyer shall promptly notify Seller in the event of any material
        and adverse development with respect to Buyer’s ability to finance the
        transactions contemplated herein.

       

      5.11           Supplementing
        Disclosure Schedules.

       

      From
        time
        to time before the Closing Date, as necessary, Seller may, with the consent
        of
        Buyer, supplement or amend any schedules provided for in this Agreement (i)
        to
        the extent that any matter arose after the date hereof which, if existing
        or
        occurring at or prior to the date of this Agreement, would have been required
        to
        be set forth or described in any such schedule, or (ii) if it becomes necessary
        to correct any information in any such schedules which has become inaccurate
        in
        any material respect.

       

      5.12           Consents
        and Assignments.

       

      Seller
        and Buyer shall each use
        commercially reasonable efforts to secure, prior to the Closing, the consents
        referenced on Schedule 3.4 attached hereto.

       

      6.  CONDITIONS
        PRECEDENT TO OBLIGATIONS OF BUYER

       

      On
        or
        prior to the Closing Date, Seller will have satisfied each of the following
        conditions (unless Buyer waives any such condition at the Closing):

       

      6.1  Covenants
        and Warranties.

       

      Each
        of
        the representations and warranties of Seller set forth in this Agreement
        that is
        qualified by materiality shall be true and correct at and as of the Closing
        Date, and each of such representations and warranties that is not so qualified
        shall be true and correct in all material respects at and as of the Closing
        Date, as if made at and as of the Closing Date, in each case except as
        contemplated by this Agreement, and Seller shall have duly performed or complied
        with, in all material respects, all of the covenants, obligations and conditions
        to be performed or complied with by them under the terms of this Agreement
        on or
        prior to or at the Closing.

       

      6.2  No
        Restraint or Litigation.

       

      No
        action, suit or proceeding will be pending or, to Seller’s knowledge, threatened
        by any third-party (excluding Buyer and any affiliate of Buyer) or governmental
        or regulatory agency to restrain, prohibit or otherwise challenge the legality
        or validity of these transactions or the transfer of the Acquisition Shares.

       

       

      
        
           

        

        
          -20-

          
            

          

        

        
           

        

      

       

      6.3  Adverse
        Change.

       

      A
        Corporation Material Adverse Effect has not occurred since December 31,
        2006.

       

      6.4  Documents,
        Certificates and Other Items.

       

      Seller
        will have delivered or caused to be delivered to Buyer:

       

      (a)  duly
        issued certificates for all of the Acquisition Shares, together with any
        required transfer stamps or taxes paid and attached thereto;

       

      (b)  a
        certificate of the Secretary of the Corporation, dated as of the Closing
        Date,
        certifying as to: (i) the copy of the Certificate of Incorporation of the
        Corporation, as in effect immediately prior to the Closing Date, certified
        by
        the New Jersey Division of Revenue, Certification and Status Unit; and
        (ii) the bylaws of the Corporation, as in effect on the Closing
        Date;

       

      (c)  minute
        books, stock certificate and transfer books, corporate seal and other corporate
        records of the Corporation;

       

      (d)  the
        Line
        of Credit Agreement, the Put and Call Agreement, and Employment Agreement,
        each
        duly executed;

       

      (e)  evidence
        reasonably acceptable to Buyer that there are no tax liens of record against
        the
        Corporation;

       

      (f)  omitted;  

       

      (g)  all
        other
        documents and instruments required under this Agreement; and

       

      (h)  all
        other
        documents and instruments reasonably requested by Buyer in connection with
        the
        consummation of these transactions.

      


      7.  CONDITIONS
        PRECEDENT TO OBLIGATIONS OF SELLER

       

      On
        or
        prior to the Closing Date, Buyer will have satisfied each of the following
        conditions (unless the Seller Representative waives any such condition at
        the
        Closing):

       

      7.1  Covenants
        and Warranties.

       

      Each
        of
        the representations and warranties of Buyer set forth in this Agreement that
        is
        qualified by materiality shall be true and correct at and as of the Closing
        Date, and each of such representations and warranties that is not so qualified
        shall be true and correct in all material respects at and as of the Closing
        Date, as if made at and as of the Closing Date, in each case except as
        contemplated by this Agreement, and Buyer shall have duly performed or complied
        with, in all material respects, all of the covenants, obligations and conditions
        to be performed or complied with by it under the terms of this Agreement
        on or
        prior to or at the Closing.

       

       

      
        
           

        

        
          -21-

          
            

          

        

        
           

        

      

       

      7.2  Delivery
        of Purchase Price.

       

      Buyer
        will have delivered at the Closing such portion of the Purchase Price (as
        adjusted in accordance with the terms of this Agreement) as is required to
        be
        delivered at the Closing in accordance with the terms of this Agreement to
        Seller.

       

      7.3  Documents,
        Certificates and Other Items.

       

      Buyer
        will have delivered or caused to be delivered to Seller:

       

      (a)  the
        Line
        of Credit Agreement, the Buyer Promissory Note, and the Put and Call Agreement,
        each duly executed; and

       

      (b)  all
        other
        documents and instruments reasonably required by Seller in connection with
        the
        consummation of these transactions.

       

      7.4  No
        Restraint or Litigation.

       

      No
        action, suit or proceeding will be pending or, to Buyer’s knowledge, threatened
        by any third-party (excluding Seller and any affiliate of Seller) or
        governmental or regulatory agency to restrain, prohibit or otherwise challenge
        the legality or validity of these transactions or the transfer of the
        Stock.

       

      8.  INDEMNIFICATION

       

      8.1  Indemnification
        by Seller and Buyer.

       

      (a)  Seller
        will indemnify, hold harmless, defend and bear all reasonable costs of defending
        Buyer, together with its successors and permitted assigns, from, against
        and
        with respect to any and all damage, loss, deficiency, expense (including
        any
        reasonable fees and expenses of attorneys and other appropriate professionals),
        action, suit, proceeding, demand, assessment or judgment (collectively,
“Damages”) to or against Buyer arising out of or in connection
        with:

       

      (i)  all
        Damages incurred by or accrued against Seller (with respect to the Business)
        or
        the Corporation on or prior to the Closing Date, or arising out of the business
        activities of Seller (with respect to the Business) or the Corporation on
        or
        prior to the Closing Date, whether or not disclosed to Buyer in this Agreement
        or the disclosure schedules attached hereto (collectively, “Pre-Closing
        Claims”); and

       

      (ii)  any
        breach or violation of, or nonperformance by, Seller of any of his or her
        representations, warranties, covenants or agreements contained in this Agreement
        or in any document, certificate or schedule incorporated by reference
        herein.

       

       

      
        
           

        

        
          -22-

          
            

          

        

        
           

        

      

       

      (b)  Buyer
        will indemnify, hold harmless, defend and bear all reasonable costs of defending
        Seller, together with their heirs and permitted assigns, from, against and
        with
        respect to any and all Damages to or against Seller arising out of or in
        connection with:

       

      (i)  all
        Damages incurred by or accrued against Buyer or the Corporation after the
        Closing Date (other than Pre-Closing Claims); and

       

      (ii)  any
        breach or violation of, or nonperformance by, Buyer of any of its
        representations, warranties, covenants or agreements contained in this Agreement
        or in any document, certificate or schedule required to be furnished pursuant
        to
        this Agreement. 

       

      8.2  Notice
        of Claims.

       

      If
        any claim is made by or against a
        party which, if sustained, would give rise to a liability of the other party
        hereunder, that party (the “Claiming Party”)
        will promptly cause notice of the
        claim to be delivered to the other party (the “Indemnifying Party”)
        and will afford the Indemnifying
        Party and its counsel, at the Indemnifying Party’s sole expense, the opportunity
        to defend or settle the claim (and, with respect to claims made by third
        parties, the Claiming Party will have the right to participate with counsel
        of
        its choice and at its sole expense).  Any notice of a claim will
        state, with reasonable specification, the alleged basis for the claim and
        the
        amount of liability asserted by or against the other party by reason of the
        claim. If such notice is not given, it will not release the Indemnifying
        Party,
        in whole or in part, from its obligations under this Article 8,
        except to the extent that the
        Indemnifying Party’s ability to defend against such claim is actually prejudiced
        thereby.  Alternatively, if notice is given and the Indemnifying Party
        fails to assume the defense of the claim within ten (10) days thereof, the
        claim
        may be defended, compromised or settled by the Claiming Party without the
        consent of the Indemnifying Party and the Indemnifying Party will remain
        liable
        under this Article
        8.  The
        Claiming Party and the Indemnifying Party will render to each other such
        assistance as may reasonably be required of each other in order to insure
        proper
        and adequate defense of any claim.  The Claiming Party shall
        provide the Indemnifying Party with reasonable access to its books and records
        for the purpose of allowing the Indemnifying Party a reasonable opportunity
        to
        verify any such claim for Damages.  The Claiming Party and the
        Indemnifying Party shall negotiate in good faith regarding the resolution
        of any
        disputed claims for Damages.  Promptly following the final
        determination of the amount of any Damages claimed by the Claiming Party,
        such
        Damages shall be paid by the Indemnifying Party to the Claiming Party by
        wire
        transfer, check made payable to the order of the Claiming Party, or set off
        by
        the Claiming Party against obligations payable to the Indemnifying party,
        in
        each case, without interest, but subject to the limitations of liability
        set
        forth in Section 8.4.

       

      8.3  Survival
        of Obligations.

       

      The
        representations, warranties, covenants and agreements of Seller and Buyer
        contained in this Agreement or in any exhibit, schedule, statement, report,
        certificate or other document or instrument required to be delivered pursuant
        to
        this Agreement shall survive the Closing and all transactions consummated
        hereunder (except with respect to the conditions precedent to the Closing
        set
        forth in Sections 5 and 6 above, each of which shall either be satisfied
        in full or waived by the party entitled to the benefit thereof), but shall
        expire and terminate six (6)  months from the Closing Date, except for
        (i) those representations, warranties, covenants and agreements contained
        in
        this Agreement relating to taxes and environmental matters, which shall continue
        for the applicable statutes of limitations (collectively, “Tax and
        Environmental Representations”); and (ii) those representations, warranties,
        covenants and agreements relating to Seller’s title to, and ownership of, the
Acquisition Shares (including
        but
        not limited to representations as to obligations of the Corporation to Sean
        Murphy) which shall survive the Closing and never expire (collectively,
“Stock Ownership Representations”).

       

       

      
        
           

        

        
          -23-

          
            

          

        

        
           

        

      

       

      8.4  Limitations
        of Liability.

       

      (a)  Except
        for claims for indemnification made hereunder (“Claims”) relating to Tax
        and Environmental Representations and/or Stock Ownership Representations,
        Seller
        shall not be liable for any amounts unless and until the total amount of
        such
        Claims exceeds $10,000.00 in the aggregate (the “Materiality Threshold”);
        provided, however, that once the Materiality Threshold is reached, Buyer
        shall
        have recourse back to the first dollar of the Materiality
        Threshold.  Except for Claims arising from Tax and Environmental
        Representations and Stock Ownership Representations, Seller’s aggregate
        liability hereunder shall not exceed the Purchase Price actually paid to
        Seller.

       

                            (b)           With
        respect to Claims that are covered by insurance, Buyer shall, before proceeding
        against Seller for Damages, first use commercially reasonable efforts to
        recover
        such Damages by proceeding against the applicable insurance policy or
        policies.

      


      (c)           The
        provisions of this Article 8 shall constitute the sole and exclusive
        remedy of any Indemnified Party for Damages arising out of, resulting from
        or
        incurred in connection with any inaccuracy in any representation or the breach
        of any warranty made by Buyer or Seller in this Agreement.

      


       

      9.  TERMINATION

       

      9.1  Termination.

       

      This
        Agreement may be terminated at any
        time prior to the Closing as follows:

       

      (a)  by
        mutual written
        consent of Seller and Buyer;

       

      (b)  by
        either Seller or
        Buyer if the other party hereto shall breach in any material respect any
        of its
        representations, warranties or obligations contained in this Agreement;
        provided, that such breach is not cured in all material respects within a
        thirty-day period commencing on the date written notice of such breach is
        received by the breaching party;

       

      (c)  by
        Buyer, in the event
        that the conditions to its obligations set forth in Article 6 hereof have
        not been satisfied in all material respects or waived;

       

      (d)  by
        Seller, in the event
        that the conditions to its obligations set forth in Article 7 hereof have
        not been satisfied in all material respects or waived; and

       

       

      
        
           

        

        
          -24-

          
            

          

        

        
           

        

      

       

      (e)  by
        either party if the
        transactions contemplated by this Agreement shall not have been consummated
        on
        or before August 15, 2007 (or such later date as may be agreed upon in writing
        by the parties hereto).

       

      9.2  Effect
        of Termination.  If this Agreement is terminated pursuant to
        Section 9.1 hereof, all rights and obligations of Seller and Buyer hereunder
        shall terminate and no party shall have any liability to the other party,
        except
        for obligations of the parties hereto in Sections 10.1 and 10.8, in each
        case
        which shall survive the termination of this Agreement, and except nothing
        herein
        will relieve any party from liability for any breach of any representation,
        warranty, agreement or covenant contained herein prior to such
        termination.

       

      10.   GENERAL
        PROVISIONS

       

      10.1  Confidentiality.

       

      Buyer
        and
        Seller agree that they will treat in confidence all documents, materials
        and
        other information which they have obtained regarding the other party during
        the
        course of the negotiations leading to the consummation of these transactions,
        the investigation provided for herein and the preparation of this Agreement
        and
        other related documents.  In the event these transactions are not
        consummated, all copies of non-public documents and material which have been
        furnished in connection with these transactions will be promptly returned
        to the
        party furnishing such documents and material, will continue to be treated
        as
        confidential information and will not be used for the benefit of the party
        who
        returned such confidential information.

       

      10.2  Governing
        Law.

       

      This
        Agreement and all matters arising herefrom will be governed by, and construed
        and enforced in accordance with, the laws of the State of
        New Jersey, without regard to its conflicts of law
        provisions.

       

      10.3  Notices.

       

      All
        notices or other communications required or permitted hereunder will be in
        writing and will be deemed given or delivered when delivered personally,
        by
        registered or certified mail, by legible facsimile transmission or by overnight
        courier (fare prepaid) addressed as follows:

       

       

      
        
           

        

        
          -25-

          
            

          

        

        
           

        

      

       

      
        	
                If
                  to Buyer, to:

                 

                Bedminster
                  National Corp.

                90
                  Washington Valley Road

                Bedminster,
                  NJ  07921

                 

                Attn:
                  Paul Patrizio, President

                 

                If
                  to Seller to:

                 

                Metropolitan
                  Computing Corporation.

                6
                  Great Meadow Lane

                East
                  Hanover , New Jersey 07936

                Attn:
                  Michael Levin

              	
                with
                  a copy to:

                 

                Robert
                  D Frawley

                64
                  Maple Avenue

                Morristown,
                  NJ 07960

                 

                 

                 

                With
                  a copy to:

                 

                Roger
                  J. Desiderio, Esq.

                Bendit
                  Weinstock, P.A.

                80
                  Main Street

                West
                  Orange, NJ 07052

              


      

       

      Notice
        will be deemed received the same day (when delivered personally), five (5)
        days
        after mailing (when sent by registered or certified mail) and the next business
        day (when delivered by recognized overnight courier).  Any party to
        this Agreement may change its address to which all communications and notices
        may be sent by addressing notices of such change in the manner
        provided.

      


      10.4  Assignment.

       

      This
        Agreement may not be assigned by Seller without the prior written consent
        of
        Buyer.  Buyer will have the right to assign this Agreement and the
        rights and obligations hereunder to its subsidiaries, affiliates, successors
        and
        assigns without the prior written consent of Seller; provided, however, that
        (i)
        Buyer notifies Seller in writing prior to any such assignment and (ii)
        notwithstanding such assignment Buyer remains jointly and severally liable
        for
        the obligations of Buyer hereunder.  This Agreement
        is nonrecourse to the shareholders of Buyer.

       

      10.5  Entire
        Agreement; Amendments.

       

      This
        Agreement is an integrated document, contains the entire agreement between
        the
        parties, wholly cancels, terminates and supersedes any and all previous and/or
        contemporaneous oral agreements, negotiations, commitments and writings of
        the
        parties with respect to such subject matter.  The only representations
        and warranties made by any party to this Agreement to the other(s) are those
        representations and warranties contained in this Agreement.  No
        change, modification, extension, termination, notice of termination, discharge,
        abandonment or waiver of this Agreement or any of its provisions, nor any
        representation, promise or condition relating to this Agreement, will be
        binding
        upon any party unless made in writing and signed by such party.

       

       

      
        
           

        

        
          -26-

          
            

          

        

        
           

        

      

       

      10.6  Interpretation.

       

      Article
        titles and headings to Sections are inserted for convenience of reference
        only
        and are not intended to be a part of or to affect the meaning or interpretation
        of any of the provisions of this Agreement.  All references to
        Sections and subsections contained in this Agreement refer to the Sections
        and
        subsections of this Agreement.  All references to Schedules or
        Exhibits contained in this Agreement are references to the Schedules or Exhibits
        described on the list immediately following the signature page
        hereto.   All references to the words “include” or “including”
mean “including without limitation.”  Any and all Schedules, Exhibits,
        statements, reports, certificates or other documents or instruments referred
        to
        in or attached to this Agreement, including the “Background” portion of this
        Agreement, are incorporated by reference as though fully set forth at the
        point
        referred to in this Agreement.  There will be no presumption against
        any party on the ground that such party was responsible for preparing this
        Agreement or any part of it.  Any representation or warranty of a
        party based upon the “knowledge” or similar words meansthe actual knowledge of
        such party after diligent inquiry.  All pronouns and any variations
        thereof will be deemed to refer to the masculine, feminine, neuter, singular
        or
        plural as the context may require.

       

      10.7  Waivers.

       

      Any
        term
        or provision of this Agreement may be waived, or the time for its performance
        may be extended, by the party or parties entitled to the benefit thereof,
        but
        any such waiver must be in writing and must comply with the notice provisions
        contained in Section 10.3.  The failure of any party to enforce
        at any time any provision of this Agreement will not be construed to be a
        waiver
        of such provision, nor in any way to affect the validity of this Agreement
        or
        any part of it or the right of any party thereafter to enforce each and every
        such provision.  No waiver of any breach of this Agreement will be
        held to constitute a waiver of any other or subsequent breach.

       

      10.8  Expenses.

       

      Except
        as
        otherwise provided herein, including but not limited to Section 5.8, Buyer
        and
        Seller will each pay all costs and expenses incident to its negotiation and
        preparation of this Agreement and to its performance and compliance with
        all
        agreements and conditions on its part to be performed or complied with,
        including the fees, expenses and disbursements of its counsel and
        accountants.

       

      10.9  Partial
        Invalidity.

       

      Wherever
        possible, each provision will be interpreted in such manner as to be effective
        and valid under applicable law, but in case any one or more of these provisions
        will, for any reason, be held to be invalid, illegal or unenforceable in
        any
        respect, such invalidity, illegality or unenforceability will not affect
        any
        other provisions of this Agreement, and this Agreement will be construed
        as if
        such invalid, illegal or unenforceable provision or provisions had never
        been
        contained herein, unless the deletion of such provision or provisions would
        result in such a material change as to cause the completion of these
        transactions to be unreasonable.

       

       

      
        
           

        

        
          -27-

          
            

          

        

        
           

        

      

       

      10.10  Counterparts.

       

      This
        Agreement may be executed in one or more counterparts, each of which will
        be
        considered an original instrument and all of which together will be considered
        one and the same agreement, and will become effective when counterparts,
        which
        together contain the signatures of each party, will have been delivered to
        Buyer
        and Seller.  Delivery of executed signature pages by facsimile
        transmission will constitute effective and binding execution and delivery
        of
        this Agreement.

       

      10.11  Third-Party
        Beneficiaries.

       

      This
        Agreement will not confer any rights or remedies upon any person other than
        the
        parties to this Agreement and their respective successors and permitted
        assigns.

       

      10.12  Failure
        to Close.

       

      Should
        Buyer improperly fail to close the sale and purchase of the Acquisition Shares
        hereunder on the Closing Date, Seller may seek to recover actual damages
        occasioned by Buyer’s breach.  Should Seller improperly fail to close
        the sale and purchase contemplated herein, Buyer, in its sole discretion,
        may
        (i) pursue consummation with Seller of the transactions contemplated herein
        by
        an action for specific performance, or (ii) elect not to pursue consummation
        of
        the transaction hereunder but seek to recover actual damages occasioned by
        Seller’s breach.

       

      10.13  Failure
        of Conditions Precedent.

       

      Neither
        party shall be obligated to close the sale and purchase of the Stock hereunder
        until such time as the conditions  precedent to its obligations have
        been fulfilled by the other parties hereto (or such conditions have been
        waived
        by the receiving party).

       

      10.14  Public
        Announcement.

       

      Prior
        to
        the Closing, except as may be required by applicable law, neither Buyer nor
        Seller shall issue any press release or otherwise publicly disclose this
        Agreement or the transactions contemplated hereby or any dealings between
        or
        among the parties in connection with the subject matter hereof without the
        prior
        approval of the other.  As part of the Closing, the Buyer and the
        Seller Representative shall mutually agree upon the specific language of
        a press
        release or other public disclosure.  No party shall disclose the
        Purchase Price, whether prior to, on or after the Closing Date, except as
        may be
        required by applicable law.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK -

       

      SIGNATURES
        FOLLOW IMMEDIATELY]

       

      


      
        
           

        

        
          -28-

          
            

          

        

        
           

        

      

       

      [SIGNATURE
        PAGE TO STOCK PURCHASE AGREEMENT]

       

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed as
        of the
        date first written above.

       

                                   
BEDMINSTER
        NATIONAL
        CORP.

      


      


                                                                      By:   ____________________________________                                                                     

                                                                            Paul;
        Patrizio, President

      


      


      


                                                                        METROPOLITAN
        COMPUTING  CORPORATION

      


      


                                                                        By:
        ___________________________________

                            
        Michael Levin, President

      


      


      


                                                                      MICHAEL
        LEVIN

      


                                                      __________________________________                


                                                                      Individually