STOCK
      PURCHASE AGREEMENT 

     

    


     

    BY
      AND
      AMONG

     

    PLATINUM
      HOSPITALITY HOLDINGS, INC., 

     

    LOOK
      OUT
      WE’RE TRAVELLING, INC.

     

    AND

     

    THE
      STOCKHOLDERS LISTED ON THE STOCKHOLDER SIGNATURE PAGES ATTACHED
      HERETO

     

    


     

    JULY
      __,
      2007

     

      
        

      

    

    


     

    


     

     

     

     

    CONFIDENTIAL

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    TABLE
      OF CONTENTS

     

    
      
        
          	 	 	 	
                  Page

                
	 	 	 	 
	
                  1

                	
                  .

                	
                   Transactions
                    at the Closing

                	
                  1

                
	 	 	
                   1.1

                	
                  Purchase
                    of FDT Stock; Other Transactions

                	
                  1

                
	 	 	
                   1.2

                	
                  Payment
                    of Purchase Price

                	
                  1

                
	 	 	
                   1.3

                	
                  Certain
                    Definitions

                	
                  1

                
	 	 	 	 	 
	
                  2

                	
                  .

                	
                   Closing

                	 	
                  2

                
	 	 	
                   2.1

                	
                  Date
                    of Closing

                	
                  2

                
	 	 	
                   2.2

                	
                  Outside
                    Date for Closing

                	
                  2

                
	 	 	 	 	 
	
                  3

                	
                  .

                	
                   Representations
                    and Warranties by FDT and the Stockholders

                	
                  2

                
	 	 	
                   3.1

                	
                  Organization
                    and Authority of FDT

                	
                  2

                
	 	 	
                   3.2

                	
                  No
                    Conflicts

                	
                  2

                
	 	 	
                   3.3

                	
                  Capitalization

                	
                  2

                
	 	 	
                   3.4

                	
                  Financial
                    Statements

                	
                  3

                
	 	 	
                   3.5

                	
                  Absence
                    of Undisclosed Liabilities

                	
                  3

                
	 	 	
                   3.6

                	
                  Absence
                    of Certain Changes

                	
                  3

                
	 	 	
                   3.7

                	
                  Ownership
                    of Personal Property

                	
                  4

                
	 	 	
                   3.8

                	
                  Condition
                    of Personal Property

                	
                  4

                
	 	 	
                   3.9

                	
                  Real
                    Property

                	
                  4

                
	 	 	
                   3.10

                	
                  Litigation;
                    Compliance with Laws

                	
                  5

                
	 	 	
                   3.11

                	
                  Taxes

                	
                  5

                
	 	 	
                   3.12

                	
                  List
                    of Agreements, etc

                	
                  6

                
	 	 	
                   3.13

                	
                  Employees

                	
                  6

                
	 	 	
                   3.14

                	
                  Status
                    of Agreements

                	
                  6

                
	 	 	
                   3.15

                	
                  Intellectual
                    Property

                	
                  7

                
	 	 	
                   3.16

                	
                  ERISA
                    / Certain Employment Matters

                	
                  7

                
	 	 	
                   3.17

                	
                  Environmental
                    Matters

                	
                  8

                
	 	 	
                   3.18

                	
                  Permits
                    and Licenses

                	
                  9

                
	 	 	
                   3.19

                	
                  Insurance
                    and Bonds

                	
                  9

                
	 	 	
                   3.20

                	
                  Transactions
                    with Affiliates

                	
                  9

                
	 	 	
                   3.21

                	
                  No
                    Misrepresentation

                	
                  9

                
	 	 	 	 	 
	
                  4

                	
                  .

                	
                   Representations
                    and Warranties of the Stockholders

                	
                  9

                
	 	 	 	 
	
                  5

                	
                  .

                	
                   Representations
                    and Warranties by Platinum

                	
                  10

                
	 	 	
                   5.1

                	
                  Organization

                	
                  10

                
	 	 	
                   5.2

                	
                  Authorization
                    of Agreement

                	
                  10

                
	 	 	
                   5.3

                	
                  Consents
                    of Third Parties

                	
                  10

                
	 	 	
                   5.4

                	
                  Litigation

                	
                  10

                
	 	 	 	 	 
	
                  6

                	
                  .

                	
                   Further
                    Agreements of the Parties

                	
                  10

                
	 	 	
                   6.1

                	
                  Operation
                    of the Business

                	
                  10

                
	 	 	
                   6.2

                	
                  Notices

                	
                  11

                
	 	 	
                   6.3

                	
                  Consents

                	
                  11

                
	 	 	
                   6.4

                	
                  Expenses

                	
                  12

                
	 	 	
                   6.5

                	
                  Access
                    to Information

                	
                  12

                
	 	 	
                   6.6

                	
                  Releases

                	
                  12

                
	 	 	
                   6.7

                	
                  Other
                    Action

                	
                  13

                
	 	 	
                   6.8

                	
                  Further
                    Assurances

                	
                  13

                
	 	 	
                   6.9

                	
                  Standstill

                	
                  13

                


        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        
          	
                  7

                	
                  .

                	
                   Conditions
                    to Closing

                	
                  13

                


        

        
          	 	 	
                  7.1

                	
                  Conditions
                    to the Obligations of Platinum

                	
                  13

                
	 	 	
                  7.2

                	
                  Conditions
                    to the Obligations of the Stockholders

                	
                  14

                
	 	 	 	 	
                   

                
	
                  8

                	
                  .

                	
                  Transactions
                    at the Closing

                	
                  15

                
	 	 	
                  8.1

                	
                  Documents
                    to be Executed and Delivered by the Parties

                	
                  15

                
	 	 	
                  8.2

                	
                  Documents
                    to be Delivered by Platinum, FDT and the Stockholders

                	
                  15

                
	 	 	 	 	
                   

                
	
                  9

                	
                  .

                	
                  Survival
                    of Representations and Warranties; Indemnification

                	
                  15

                
	 	 	
                  9.1

                	
                  Survival

                	
                  15

                
	 	 	
                  9.2

                	
                  Indemnification
                    of Platinum

                	
                  16

                
	 	 	
                  9.3

                	
                  Indemnification
                    of the Stockholders

                	
                  16

                
	 	 	
                  9.4

                	
                  Limitation
                    on Liability

                	
                  17

                
	 	 	
                  9.5

                	
                  Matters
                    Involving Third Parties

                	
                  17

                
	 	 	
                  9.6

                	
                  Additional
                    Agreements Regarding Indemnity

                	
                  18

                
	 	 	 	 	
                   

                
	
                  10

                	
                  .

                	
                  Termination

                	
                  19

                
	 	 	
                  10.1

                	
                  Termination

                	
                  19

                
	 	 	
                  10.2

                	
                  Liability

                	
                  20

                
	 	 	 	 	
                   

                
	
                  11

                	
                  .

                	
                  Stockholders’
                    Representative

                	
                  20

                
	 	 	
                  11.1

                	
                  Appointment;
                    Acceptance

                	
                  20

                
	 	 	
                  11.2

                	
                  Authority

                	
                  20

                
	 	 	
                  11.3

                	
                  Actions

                	
                  21

                
	 	 	
                  11.4

                	
                  Effectiveness

                	
                  21

                
	 	 	
                  11.5

                	
                  Reimbursement
                    of Expenses of the Stockholders’ Representative

                	
                  21

                
	 	 	
                  11.6

                	
                  Indemnification
                    of the Stockholders’ Representative

                	
                  21

                
	 	 	
                  11.7

                	
                  Contribution
                    Among Stockholders

                	
                  21

                
	 	 	
                  11.8

                	
                  Consent
                    to Transactions

                	
                  22

                
	 	 	
                  11.9

                	
                  Exculpation
                    of Platinum

                	
                  22

                
	 	 	 	 	
                   

                
	
                  12

                	
                  .

                	
                  Miscellaneous

                	
                  22

                
	 	 	
                  12.1

                	
                  Notices

                	
                  22

                
	 	 	
                  12.2

                	
                  Finders

                	
                  23

                
	 	 	
                  12.3

                	
                  Entire
                    Agreement; Amendment

                	
                  23

                
	 	 	
                  12.4

                	
                  Headings

                	
                  23

                
	 	 	
                  12.5

                	
                  Governing
                    Law

                	
                  23

                
	 	 	
                  12.6

                	
                  Submission
                    to Jurisdiction

                	
                  23

                
	 	 	
                  12.7

                	
                  Waiver
                    of Jury Trial

                	
                  24

                
	 	 	
                  12.8

                	
                  Severability

                	
                  24

                
	 	 	
                  12.9

                	
                  Waiver

                	
                  24

                
	 	 	
                  12.10

                	
                  Assignment

                	
                  24

                
	 	 	
                  12.11

                	
                  Definition

                	
                  24

                
	 	 	
                  12.12

                	
                  Publicity

                	
                  24

                
	 	 	
                  12.13

                	
                  Parties
                    in Interest

                	
                  24

                
	 	 	
                  12.14

                	
                  Specific
                    Performance

                	
                  24

                


        

         

        
          
             

          

          
            ii

            
              

            

          

          
             

          

        

      

    

    FDT
      TOURS, INC.

     

    STOCK
      PURCHASE AGREEMENT

     

    July
      2,
      2007

     

    The
      parties to this agreement are Platinum Hospitality Holdings, Inc., a Delaware
      corporation (“Platinum”); Look Out We’re Traveling, Inc. dba Flying Dutchmen
      Travel, a [California] corporation (together with all subsidiaries, “FDT”); and
      each holder of shares of capital stock of FDT, who are listed on the stockholder
      signature pages attached hereto (the “Stockholders”). This agreement provides
      for the purchase by Platinum of all of the outstanding shares of FDT.


     

    Accordingly,
      it is agreed as follows:

     

    1.    
Transactions
      at the Closing. 

     

    1.1    Purchase
      of FDT Stock; Other Transactions. 
      At the closing referred to in section 2, each Stockholder shall sell and
      assign to Platinum all of the shares of FDT capital stock owned by that
      Stockholder as set forth on schedule 1.1 (an aggregate of [ ] shares, which
      is
      all of the outstanding capital stock of FDT), and Platinum shall purchase and
      acquire those shares, for a purchase price equal to (i) $425,000 in immediately
      available funds at closing, or in accordance with the terms of a financing
      as
      set forth in 7.1 (G) (the “Cash Portion”) and (ii) 7,000,000 unregistered shares
      of common stock with all piggyback provisions equal to the other 3 major
      shareholders of Crystal International Travel Group, Inc. (the “Crystal Shares”)
      (collectively, the Cash Portion and the Crystal Shares are referred to below
      as
      the “Purchase Price”) Should Platinum and Crystal decide to divert themselves of
      the FDT investment, Tracy Michaels and Ann Macker will have the first
      opportunity to negotiate such a buyout. The BOD of CITG will appoint either
      Tracy Michaels or Ann Macker to hold one seat on the Board of Director’s of
      Crystal International Travel Group, Inc.

     

    1.2    Payment
      of Purchase Price. 
      At the closing, (a) Platinum shall pay to the Stockholders an amount equal
      to the Cash Portion and (b) Platinum shall deliver to the Stockholders
      certificates representing the Crystal Shares. Both the Cash Portion and the
      Crystal Shares shall be allocated among the Stockholder in accordance with
      instructions delivered to Platinum by the Stockholders as set forth in the
      [Stockholder
      Proceeds Distribution Agreement] described in Section 7.2(d).

     

    1.3    Certain
      Definitions.
      

        

        
(a) As
      used
      in this agreement:

     

    (i)
      the
      term
“Cash and Cash Equivalents” means all cash and other liquid assets, including,
      but not limited to, bank deposits, paper currency and coins, negotiable money
      orders and checks, U.S. Treasury bills, money-market fund shares and commercial
      paper; 

     

    (ii)
      the
      term
“Knowledge of the Stockholders” means the actual knowledge, after due inquiry,
      of any stockholder of the FDT; and

     

    (iii) the
      term
“Material Adverse Effect” means any change or event that has had, or would
      reasonably be expected to have, a material adverse effect on the assets,
      liabilities, financial condition, business, or operations of FDT.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.    
Closing.
      

     

    2.1    Date
      of Closing.
      Subject
      to the satisfaction of the conditions set forth in section 7 (or waiver by
      Platinum), the closing under this agreement shall take place at the offices
      of
      Crystal International Travel Group, Inc. at 2160 Headquarters Plaza,
      10th
      Floor,
      Morristown, New Jersey 07960 (or at such other place as the parties may agree
      upon in writing) on or before July 1, 2007. The date on which the closing is
      held is referred to in this agreement as the “Closing Date.” At the closing, the
      parties shall execute and deliver the documents referred to in
      section 8.

     

    2.2   Outside
      Date for Closing.
      If the
      closing has not occurred by August 1, 2007, this agreement may be terminated
      as
      provided in section 10; upon such termination none of the parties shall
      have any liability of any kind arising out of this agreement other than any
      liability resulting from its breach of this agreement prior to termination.
      

     

    3.    
Representations
      and Warranties by FDT and the Stockholders.
      

     

    Each
      of
      FDT and the Stockholders represents and warrants to Platinum, except as set
      forth in a correspondingly numbered disclosure schedule delivered by FDT to
      Platinum, as follows:

     

    3.1    Organization
      and Authority of FDT. 
      FDT is a corporation duly organized, validly existing and in good standing
      under
      the laws of [California] and has the full power and authority to enter into
      and
      to perform this agreement and to own, lease and operate its properties as it
      now
      does and to carry on its business as it is presently being conducted. FDT is
      duly qualified and in good standing as a foreign corporation in each
      jurisdiction in which it is required to be so qualified. The copies of FDT’s
      organizational documents and any stockholder or voting agreements that have
      been
      delivered to Platinum are complete and correct, and there are no other documents
      or agreements affecting the rights or obligations of the stockholders of FDT
      as
      such. The execution, delivery and performance of this agreement by FDT have
      been
      duly authorized by all necessary corporate and stockholder action and this
      agreement constitutes a legal, valid and binding obligation of FDT enforceable
      against FDT in accordance with its terms. FDT Tours, Inc. is the sole
      stockholder of each of its subsidiaries. 

     

    3.2    No
      Conflicts.
      

     

                   
      (a) The
      execution, delivery and performance of this agreement by FDT and the
      Stockholders will not (i) conflict with the organizational or governing
      documents of FDT; (ii) conflict with, or result in the breach or
      termination of, or constitute a default under, or increase FDT’s obligations, or
      diminish FDT’s rights under, any lease, agreement, commitment or other
      instrument, or any order, judgment or decree, to which FDT is a party or by
      which FDT or any of its properties is bound; (iii) constitute a violation
      of any law, regulation, order, writ, judgment, injunction or decree applicable
      to FDT; (iv) result in the creation of any claim, lien, security interest,
      charge or encumbrance upon any capital stock or assets of FDT; or (v) have
      a Material Adverse Effect.

     

     (b) No
      consent, approval or authorization of, or designation, declaration or filing
      with, any court or governmental authority or any other person or entity is
      required on the part of FDT or any of the Stockholders in connection with the
      execution, delivery and performance of this agreement by FDT or the
      Stockholders.

     

    3.3    Capitalization. 
      FDT has outstanding [ ] shares of common stock and [ ] shares of preferred
      stock, which are owned as set forth on schedule 3.3 and, except as set forth
      on
      schedule 3.3, no other person or entity holds any equity interest in FDT. Each
      of the holders of the shares of common stock and preferred stock referred to
      on
      schedule 3.3 holds those shares of record and beneficially, free and clear
      of
      any claim, lien or encumbrances. The holders of FDT’s common stock and preferred
      stock have the rights and obligations set forth in FDT’s certificate of
      incorporation referred to in section 3.1, and there are no other agreements
      or documents that affect those rights and obligations. There are no outstanding
      subscriptions, options, warrants or rights of any kind to acquire any interest
      in or shares of any class of FDT; there are no outstanding securities
      convertible into any interest in FDT; and there are no obligations that might
      require FDT to issue any such options, warrants, rights or securities. There
      are
      no existing arrangements that require or permit any shares or other interest
      in
      FDT to be voted by or at the discretion of anyone other than the record owner,
      and there are no restrictions of any kind on the transfer of any shares in
      FDT,
      except as may be imposed by applicable United States federal and state
      securities laws. At the closing, Platinum shall acquire all of the outstanding
      stock of FDT, free and clear of any claim, lien or encumbrance.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    3.4    Financial
      Statements.  Schedule 3.4 contains the consolidated balance sheets
      of FDT as of December 31, 2004, December 31, 2005, and December 31, 2006
      together with the related statements of operations and cash flows for the years
      then ended, and the unaudited consolidated balance sheets of FDT as of April
      30,
      2007. All of the financial statements contained in schedule 3.4 conform to
      the books and records of FDT as prepared in the ordinary course of business,
      reflect all expenses attributable to FDT during the periods covered, and present
      fairly the financial position and the results of its operations of FDT as of
      the
      dates and for the periods indicated, in accordance with GAAP applied on a
      consistent basis. All of the books of account of FDT have been exhibited or
      made
      available to Platinum, and those books of account have been maintained in
      accordance with good business practice on a consistent basis and accurately
      record all transactions of FDT during the periods covered by them. All of the
      accounts receivable reflected in the balance sheets referred to in this
      section 3.4, and all of the accounts receivable outstanding as of the date
      of this agreement, arose from bona fide transactions in the ordinary course
      of
      business and none of them is subject to any defense, counterclaim or setoff,
      and
      none of the Stockholders has any reason to believe that any of them will not
      be
      collected in full when due). In the event Platinum determines, in its reasonable
      discretion, that it is necessary to audit the unaudited financial statements
      of
      FDT as of December 31, 2006 in order to comply with any applicable law, Platinum
      shall have the right to do so with an auditor selected by Platinum in its sole
      discretion, at Platinum’s sole cost and expense. The books of FDT have not ever
      been audited since the inception of the Company.

     

    3.5    Absence
      of Undisclosed Liabilities.
      Except
      to the extent reflected or reserved for in the audited consolidated balance
      sheet of FDT and the Subsidiaries as of December 31, 2005 or the unaudited
      balance sheet as of December 31, 2006 referred to in section 3.4, or in the
      notes to either balance sheet, FDT has no liability or obligation of any kind,
      whether accrued, absolute, contingent or otherwise, other than fees and expenses
      incurred in connection with the consummation of the transactions contemplated
      hereby, for which the Stockholders are solely liable. To the Knowledge of the
      Stockholders, there is no basis for the assertion against FDT of any liability
      as of the date hereof. Schedule 3.5 sets forth as of the date hereof, all
      liabilities of FDT to any of the Stockholders or any employees of FDT (including
      without limitation any earned or accrued bonuses or other payments) and all
      liabilities of any of the Stockholders or their respective affiliates to FDT.
      

     

    3.6    Absence
      of Certain Changes.
       Since December 31, 2006, FDT has operated its business in the ordinary
      course and consistent with past practice, and:

     

    (a) there
      has
      not been any change or event that has had, or would reasonably be expected
      to
      have, a material adverse effect on the assets, liabilities, financial condition,
      businesses or operations of FDT;

     

    (b) FDT
      has
      not (i) entered into any transaction or incurred any liability or
      obligation, (ii) incurred any extraordinary loss (whether or not covered by
      insurance), or (iii) waived any rights of value;

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (c) FDT
      has
      not sold or transferred any assets other than assets that have been replaced
      with other assets of equal or greater value;

     

    (d) FDT
      has
      not made any distribution or paid any dividend to any of the Stockholders or
      acquired any stock or other interest in FDT or, directly or indirectly, made
      any
      other payment of any kind or any loan to any of the Stockholders or any of
      their
      respective affiliates or members of their respective families;

     

    (e) FDT
      has
      not granted or agreed to grant any general increase in any rate or rates of
      salaries or compensation or in benefits of any kind to its employees, agents,
      contractors or consultants, or any specific increase in the salary of or
      compensation to any employee, agent, contractor or consultant or any bonus
      or
      other payment to any employee, agent, contractor or consultant;

     

    (f) there
      has
      not been any default under any indebtedness of FDT or any event which with
      the
      lapse of time or giving of notice or both would constitute such a
      default;

     

    (g) FDT
      has
      not amended or terminated any contract or license to which it is a
      party;

     

    (h) FDT
      has
      not made any change in the manner in which its business is operated or the
      accounting principles or practices employed by it in connection with its
      business or introduced any material new method of management, operations or
      accounting, and no person who was a management level employee (i.e., supervised
      another employee) of FDT during the twelve months preceding the date of this
      agreement is currently not employed by or performing substantially similar
      services for FDT; and

     

    (i) FDT
      has
      not established any new Employee Benefit Plan, amended or modified any existing
      Employee Benefit Plan, or incurred any obligation or liability under any
      Employee Benefit Plan different in nature or amount from obligations or
      liabilities incurred during similar periods in prior years.

     

    3.7    Ownership
      of Personal Property. 
      Except for the lien, if any, of current taxes not yet due and payable, FDT
      has
      valid title, free and clear of any claim, lien, security interest, charge or
      encumbrance, to all personal property used in their respective businesses or
      presently located on their respective premises, including, but not limited
      to,
      all personal property reflected on the unaudited consolidated balance sheet
      of
      FDT as of December 31, 2006 referred to in section 3.4. FDT does not owe
      any amount to, or have any contract with or commitment to, or use any property
      (real or personal) in its business owned or leased by, any of the Stockholders
      or any director, officer, employee, agent or representative of FDT or any of
      their respective affiliates or family members.

     

    3.8    Condition
      of Personal Property. 
      All items of machinery, equipment and other tangible assets owned or used by
      FDT
      are, in all material respects, in good operating condition and in good condition
      of maintenance and repair, ordinary wear and tear excepted, and conform in
      all
      material respects to all applicable ordinances, rules, regulations and technical
      standards and all applicable building, zoning and other laws. 

     

    3.9    Real
      Property.  
      FDT does not own any real property. Schedule 3.9 contains a list and brief
      description of all real properties leased by FDT, including all structures
      owned
      or used by FDT located on those real properties. Except as set forth on
      schedule 3.9 and except for the lien, if any, of current taxes not yet due
      and payable, FDT enjoys peaceful and undisturbed possession under all real
      property leases under which it is operating and all such real property leases
      are valid and subsisting and in full force and effect. Except as would not
      have
      a Material Adverse Effect, all improvements on the real properties leased by
      FDT
      are in accordance with all applicable laws, ordinances, regulations and orders,
      including, without limitation, those applicable to zoning, environment and
      the
      establishment and maintenance of working conditions for labor. All portions
      of
      those buildings and structures owned or leased by FDT are in good condition
      of
      maintenance and repair and are adequate, sufficient and suitable for their
      present uses and purposes. The transactions contemplated by this agreement
      will
      not adversely affect FDT’s right to use those properties for the same purpose
      and to the same extent as they were being used by FDT prior to the date of
      this
      agreement.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    3.10       
      Litigation;
      Compliance with Laws.
      There
      is no claim, litigation, proceeding or governmental investigation pending or,
      to
      the Knowledge of the Stockholders, threatened, or any order, injunction or
      decree outstanding, against FDT or any of its respective properties or assets,
      in any jurisdiction, and, to the Knowledge of the Stockholders, there is no
      reasonable basis for future claims, litigations, proceeds or investigations
      against FDT or any of its properties or assets. FDT is operating its business
      in
      compliance with all applicable legal requirements of the United States
      (including, but not limited to, any United States law or regulation applicable
      to the conduct of business in any foreign jurisdiction), all states and
      localities in the United States, and all foreign jurisdictions and FDT, nor
      any
      manager, director or officer of FDT, nor any of the Stockholders, has received
      any notice within the prior two years or that remains outstanding or unresolved
      of any violation of any applicable legal requirement of the United States,
      any
      state or locality in the United States, or any foreign
      jurisdiction.

     

    3.11         
      Taxes.
      FDT has
      filed all tax returns (including, but not limited to, all United States federal,
      state and local tax returns and all tax returns required by any foreign
      jurisdiction) required by law to be filed by it and each of those tax returns
      was true, correct and complete, and FDT has paid, or made provision in its
      consolidated financial statements referred to in section 3.4 for payment
      of, all Taxes of FDT (whether or not shown on a tax return) arising through
      the
      date of the financial statements referred to in section 3.4. Except as set
      forth on schedule 3.11, there are no claims pending against FDT, nor to the
      Knowledge of the Stockholders are there any threatened claims, for past due
      Taxes. There are no outstanding waivers or agreements by FDT for the extension
      of the time for the assessment of any Tax. All Taxes that are or were required
      by law to be withheld or collected by FDT have been duly withheld or collected
      and paid to the proper tax authority. The United States federal income tax
      returns of FDT have not been audited by the Internal Revenue Service within
      the
      prior six years. For purposes of this agreement, the term “Taxes” means all
      taxes, charges, fees, levies or other assessments, including, without
      limitation, all net income, gross income, gross receipts, sales, use, ad
      valorem, transfer, franchise, profits, license, withholding, payroll,
      employment, excise, severance, stamp, occupation, occupancy, rent, transaction,
      property or other taxes, customs, duties, fees, assessments or charges of any
      kind, together with any interest and any penalties, additions to tax or
      additional amounts imposed by any taxing authority (including, without
      limitation, any state, local, federal or other taxing authority, whether
      domestic or foreign). No taxing authority in a jurisdiction in which FDT does
      not file tax returns has claimed that FDT is obligated to file tax returns
      in
      that jurisdiction. FDT has not deferred the payment of Taxes by the use of
      the
      cash, installment or a long-term contract method of accounting, has been
      required to make an adjustment under section 481 of the Internal Revenue
      Code (the “Code”) because of a change of method of accounting or has entered
      into any closing agreement or similar agreement requiring a payment of Tax
      after
      the time of the closing. FDT has not deferred the recognition of income for
      tax
      purposes beyond the taxable period in which the payment or account receivable
      to
      which that income relates was received or accrued. FDT has not made any payment,
      and through the consummation of the closing FDT will make any payment, that
      would be an “excess parachute payment” within the meaning of Code
      Section 280G (or any corresponding provisions of state, local or foreign
      Tax law), and FDT is not a party to any agreement, arrangement or plan that
      would obligate it to make any such payment. 

     

    
      
         

      

      
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    3.12         
      List
      of Agreements, etc. 
      Schedules 3.12 together contain, with respect to FDT and each of the
      Subsidiaries, a complete list as of the date of this agreement of: (a) all
      commitments and other agreements for the purchase of any materials, supplies
      or
      equipment, other than commitments and other agreements that were entered into
      in
      the ordinary course of business and that involve an expenditure by FDT of less
      than $5,000 for any one commitment or two or more related commitments;
      (b) all notes and agreements relating to any indebtedness of FDT;
      (c) all leases or other rental agreements under which FDT is either lessor
      or lessee that call for annual lease payments in excess of $5,000 individually
      or are otherwise material to the operations of the business of FDT; (d) all
      employment and consulting agreements that provide for compensation in excess
      of
      $5,000 a year; (e) all collective bargaining agreements; and (f) all
      other agreements, commitments and understandings (written or oral) that require
      payment by or to FDT of more than $5,000 individually or that cannot be
      terminated by their terms on less than 30 days’ notice without liability. True
      and complete copies of all of the leases, commitments and other agreements
      referred to on schedules 3.12 have been delivered to Platinum.

     

    3.13        
      Employees.
      

     

           
      (a) For
      the
      three (3) years preceding the date of this Agreement, FDT has been in
      compliance in all material respects with all currently applicable laws and
      regulations respecting employment, termination of employment, discrimination
      in
      employment, terms and conditions of employment, wages, hours, and occupational
      safety and health and employment practices, and has not engaged in any unfair
      labor practice. For the three (3) years preceding the date of this
      Agreement, FDT has in all material respects withheld all amounts required by
      law
      or by agreement to be withheld from the wages, salaries, and other payments
      to
      its employees and is not liable for any material arrears of wages or any taxes
      or any penalty for failure to comply with any of the foregoing. FDT is not
      liable for any material payment to any trust or other fund or to any
      governmental or administrative authority with respect to unemployment
      compensation benefits, social security, or other benefits or obligations for
      employees (other than routine payments to be made in the normal course of
      business and consistent with past practice). There are no pending claims against
      FDT under any workers compensation plan or policy or for long term disability.
      There are no controversies pending or, to FDT’s knowledge, threatened, between
      FDT and any of its employees, which controversies have or could reasonably
      be
      expected to result in an action, suit, proceeding, claim, arbitration, or
      investigation before any agency, court, or tribunal, foreign or domestic,
      including claims for compensation, pending severance benefits, vacation time,
      vacation pay, or pension benefits, or any other claim pending in any court
      or
      administrative agency from any current or former employee or any other Person
      arising out of FDT’s status as employer or purported employer or any workplace
      practices or policies whether in the form of claims for employment
      discrimination, harassment, unfair labor practices, grievances, wage and hour
      violations, wrongful discharge, or otherwise. FDT is not a party to any
      collective bargaining agreement or other labor union contract nor does FDT
      know
      of any activities or proceedings of any labor union to organize any such
      employees. To FDT’s knowledge, no employees of FDT are or have in the past been
      in material violation of any term of any employment contract, non-competition
      agreement, or any restrictive covenant to a former employer relating to the
      right of any such employee to be employed by FDT because of the nature of the
      business conducted by FDT or to the use of trade secrets or proprietary
      information of others.

     

    (b) The
      transactions contemplated by this agreement will not trigger (either alone
      or in
      connection with an employment termination) or enhance any payments of any kind
      to any employee, director, consultant or independent contractor of FDT, or
      limit
      the deducibility thereof. 

     

    3.14         
      Status
      of Agreements. 
      All leases, commitments and other agreements of FDT were entered into in
      connection with and in the conduct of the business of FDT. Each of the
      agreements, commitments and leases referred to in sections 3.12 is presently
      in
      full force and effect in accordance with its terms and there has not been any
      breach by FDT, or, to the Knowledge of the Stockholders, any other party to
      any
      of those agreements of any of the provisions of any of those agreements and
      no
      condition exists that, with notice or lapse of time or both, would constitute
      a
      default by FDT or to the Knowledge of the Stockholders, any other party to
      any
      of those agreements where in either case such breach or default might reasonably
      be expected to have a Material Adverse Effect. No party to any of the
      agreements, commitments and leases referred to in sections 3.12 has made,
      asserted or has any defense, setoff or counterclaim under any of those
      agreements or has exercised any option granted to it to cancel or terminate
      its
      agreement, to shorten the term of its agreement or to renew or extend the term
      of its agreement, and FDT has not received any notices to that
      effect.

     

    
      
         

      

      
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    3.15         
      Intellectual
      Property.
      

     

             (a) Schedule 3.15(a)
      contains a true and complete list of Intellectual Property owned or licensed
      by
      FDT. FDT owns, free and clear of any claim, lien or encumbrance, or possesses
      a
      perpetual, exclusive, worldwide, and irrevocable license to use, distribute,
      reproduce and create derivatives of, all of the Intellectual Property listed
      or
      summarized on schedule 3.15(a), and the items listed or summarized on
      schedule 3.15(a) constitute all Intellectual Property necessary for or used
      in the continued operation of the business of FDT in a manner consistent with
      past practices. To the Knowledge of the Stockholders, (a) there is no violation
      by others of any right of FDT with respect to its Intellectual Property; and
      (b) FDT was and is not infringing upon or misappropriating any Intellectual
      Property or other rights of any third party, and there are no valid grounds
      for
      any bona fide claim of any such kind. No proceedings are pending or, to the
      Knowledge of the Stockholders threatened, and no claim has been received by
      FDT
      or any of the Stockholders alleging any such infringement or
      misappropriation.  No additional license fee, royalty or similar fee of any
      kind is payable by FDT for the use of any Intellectual Property.

     

                            
      (b) FDT
      is
      not, and as a result of the execution or delivery of this agreement or
      performance of its obligations hereunder, will not be, in violation of any
      license, sublicense, agreement or instrument to which it is a party or otherwise
      bound, nor will execution or delivery of this agreement, or performance of
      its
      obligations hereunder, (1) cause the diminution, termination or forfeiture
      of any of its Intellectual Property rights, (2) cause, or create an
      individual or governmental cause of action for, the violation or infringement
      of
      any individual’s privacy rights. 

     

                            
      (c) FDT
      has
      taken commercially reasonable steps to protect its rights in its confidential
      or
      proprietary information (both of FDT and that of third persons that FDT has
      received under an obligation of confidentiality) and Intellectual
      Property.

     

                            
      (d) “Intellectual
      Property” means trademarks, trade names, service marks, trade dress, copyright
      registrations and applications, material copyrightable content or other works,
      patents, patent applications, material trade secrets, logos, software (including
      both its executable code and source code), databases (including all of the
      information in the databases including, but not limited to, personally
      identifiable information, nonpersonally identifiable information, assessment
      data, and other items and responses), web sites, and domain names and domain
      name registrations (including any URL accessible by FDT’s clients or authorized
      members of the public) owned throughout the world and used, or currently in
      development, by FDT in their business. 

     

    3.16         
      ERISA
      / Certain Employment Matters.
      

     

    
      
         

      

      
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      (a) Neither
      FDT nor any entity that would be deemed a “single employer” with FDT under
      Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA
      (an “ERISA Affiliate”) is a party to, obligated under, or otherwise maintains,
      contributes or sponsors, any pension, annuity, retirement, equity-based, stock
      purchase, savings, profit sharing, severance, health, welfare, or deferred
      compensation plan or agreement, or any retainer, employment, consultant, bonus,
      group insurance or other compensation, incentive or benefit contract, plan
      or
      arrangement with regard to any current or former employee, consultant,
      independent contractor or director (or any dependent or spouse thereof) of
      FDT
      (each, an “Employee Benefit Plan”), and no such individual is entitled to any
      benefits except pursuant to an Employee Benefit Plan. Each Employee Benefit
      Plan
      complies and has been maintained and operated in all material respects in
      compliance with its terms and applicable law, including, without limitation,
      ERISA, the Code, and all laws and regulations of any foreign jurisdiction
      applicable to it. Each Employee Benefit Plan intended to qualify under
      Section 401(a) of the Code (all of which are set forth on schedule 3.16) is
      qualified and has received a determination letter from the IRS to the effect
      that it is qualified under Section 401 of the Code, and any trust
      maintained pursuant thereto is exempt from federal income taxation under
      Section 501 of the Code and nothing has occurred or is expected to occur
      that caused or could cause the loss of such qualification or exemption or the
      imposition of any penalty or tax liability. All payments required by any
      Employee Benefit Plan, any collective bargaining agreement or other agreement,
      or by any United States federal or state law or the law of any foreign
      jurisdiction, with respect to all periods through the date of this agreement
      have been made. No claim, lawsuit, arbitration or other action (whether brought
      by a governmental authority or otherwise) has been threatened, asserted,
      instituted, or, to the Knowledge of the Stockholders, anticipated against any
      of
      the Employee Benefit Plans (other than non-material routine claims for benefits,
      and appeals of such claims) and no “prohibited transaction” within the meaning
      of Section 4975 of the Code and Section 406 of ERISA has occurred or
      is expected to occur with respect to any Employee Benefit Plan. None of FDT,
      any
      Subsidiary or any ERISA Affiliate, or any of their respective predecessors,
      has
      ever, directly or indirectly, contributed to or been in any way liable with
      respect to any plan subject to Section 412 of the Code, Section 302 of
      ERISA or Title IV of ERISA. Neither FDT nor any ERISA Affiliate provides for
      any
      health, disability, or life insurance benefits of any kind whatsoever (other
      than under Section 4980B of the Code, the U.S. Social Security Act, a plan
      qualified under Section 401(a) of the Code or as otherwise required by
      applicable law) to any current or future retiree or terminated
      employee.

     

                            
      (b) FDT
      (i) has withheld and remitted all amounts required by law or by agreement
      to be withheld and remitted from the wages, salaries and other payments to
      their
      employees; (ii) is not liable for any arrears of wages or any taxes or any
      penalty for failure to comply with any of the foregoing; and (iii) is not
      liable for any payment to any trust or other fund or to any governmental or
      administrative authority with respect to unemployment compensation benefits,
      social security or other benefits or obligations for employees (other than
      routine payments to be made in the normal course of business and consistent
      with
      past practice). Hours worked by and payment made to employees of FDT have not
      been in violation of the Fair Labor Standards Act or any other applicable law
      dealing with such matters. Any individual engaged to provide services to FDT
      has
      been correctly classified as an independent contractor for all purposes,
      including payroll tax, withholding, unemployment compensation and benefits.
      FDT
      has not received any notice of any pending or threatened inquiry, audit or
      claim
      by any government authority or individual concerning the correct classification
      as an independent contractor of any person who has performed any services for
      FDT.

     

    3.17         
      Environmental
      Matters.
      

     

            
      (a) FDT
      and
      all of the real property leased or operated by it is and, during the period
      leased or operated by FDT has been in compliance in all material respects with
      all United States federal, state and local, and all foreign, laws, regulations,
      rules, orders, decrees, ordinances and common law relating to pollution, the
      protection of human health or the environment, including, but not limited to,
      laws relating to emissions, discharges, releases or threatened releases of
      Materials of Environmental Concern, or otherwise relating to the manufacture,
      processing, distribution, use, treatment, storage, disposal, transport or
      handling of Materials of Environmental Concern (“Environmental Laws”).
“Materials of Environmental Concern” means chemicals, pollutants, contaminants,
      wastes, toxic substances, petroleum and petroleum products, radiation
      (including, without limitation, radio-frequency radiation), and any other
      chemicals, materials or substances regulated by or that could result in
      liability under any Environmental Laws.

     

    
      
         

      

      
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    (b) To
      the
      Knowledge of the Stockholders, there are no past or present actions, activities,
      circumstances, conditions, events or incidents, including, but not limited
      to,
      the release or potential release, emission, discharge or disposal of any
      Material of Environmental Concern, that could form the basis of any claim
      against or violation by FDT, or against any person or entity whose liability
      for
      any claim or violation FDT has (or may have) retained or assumed either
      contractually or by operation of law.

     

    (c) To
      the
      Knowledge of the Stockholders, (i) FDT has not generated, stored,
      transported, treated, disposed or arranged for the treatment, transportation,
      storage or disposal of Materials of Environmental Concern, (ii) there are
      no underground storage tanks located on any real property owned or leased by
      FDT, (iii) there is no asbestos contained in or forming part of any
      building, building component, structure or office space owned or leased by
      FDT,
      (iv) no polychlorinated biphenyls (PCBs) are used or stored at any real
      property owned or leased by FDT, and (v) without limiting the generality of
      the preceding clause, none of the electrical equipment located at any real
      property leased by FDT contains any PCBs.

     

    (d) Materials
      of Environmental Concern have not been generated, transported or disposed of
      by
      FDT or in connection with the conduct of its business from any real property
      now
      or previously owned, leased or operated by FDT in a manner or to a location,
      which could reasonably be expected to give rise to liability under Environmental
      Laws.

     

    3.18         
      Permits
      and Licenses. FDT
      has and is in compliance with, all permits, licenses, franchises and other
      authorizations (“Licenses”) necessary for the conduct of its business, and all
      such Licenses are valid and in full force and effect. Schedule 3.18
      contains a true and complete list of all Licenses that are material to the
      conduct of the business of FDT.

     

    3.19          Insurance
      and Bonds.
      FDT
      maintains policies of fire and extended coverage and casualty, liability and
      other forms of insurance in such amounts and against such risks and losses
      as
      are to the Knowledge of the Stockholders reasonable with respect to the business
      in which FDT is engaged and the nature of the property owned or leased by FDT.
      Schedule 3.19 contains a complete list of all insurance policies held by
      FDT and specifies the policy limit, type of coverage, location and value of
      the
      property covered, annual premium, premium payment date and expiration date
      of
      each of the policies.

     

    3.20        
      Transactions
      with Affiliates. There
      is no existing obligation, and since December 31, 2005 there has been no
      transaction, between FDT and any of the Stockholders or, other than compensation
      and expense reimbursement in the ordinary course consistent with past practices,
      any manager, officer or director of FDT or any of their respective
      affiliates.

     

    3.21         
      No
      Misrepresentation.
      No
      representation or warranty by the Stockholders in this agreement (including
      the
      schedules to this agreement) and no statement made or contained in any
      certificate delivered to Platinum pursuant to section 7.1 contains or will
      contain any untrue statement of a material fact or omits or will omit to state
      a
      material fact necessary to make the statements contained in this agreement
      (including the schedules to this agreement) not misleading. The representations
      and warranties of the Stockholders shall be true in all material respects as
      of
      the Closing Date.

     

    
      
         

      

      
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    4.    Representations
      and Warranties of the Stockholders.
      Each
      of
      the Stockholders, severally and not jointly, represents and warrants to FDT
      and
      Platinum that he, she or it has the full right, power and authority to enter
      into and perform this agreement in accordance with its terms; that he, she
      or it
      is not bound by or subject to any contractual or other obligation that would
      be
      violated by his, her or its execution or performance of this agreement; that
      this agreement is his, her or its legal, valid and binding obligation
      enforceable against him, her or it in accordance with its terms; that he, she
      or
      it owns, beneficially and of record, the number of shares of capital stock
      of
      FDT set forth opposite his, her or its name on schedule 1.1, in each case
      free and clear of any liens, claims or encumbrances; and that upon consummation
      of the transactions pursuant to section 1.1, Platinum will acquire good and
      valid title to all the shares being purchased from him, her or it, free and
      clear of any lien, claim or encumbrance.

     

    5.    Representations
      and Warranties by Platinum. 
      Platinum
      represents and warrants to the Stockholders as follows:

     

    5.1    Organization.
      Platinum is a corporation duly organized and validly existing under the laws
      of
      the State of Delaware and has the full power and authority to enter into and
      perform this agreement in accordance with its terms. 5.2 Authorization
      of Agreement.
      The
      execution, delivery and performance of this agreement by Platinum has been
      duly
      authorized by all necessary action of Platinum and this agreement constitutes
      the legal, valid and binding obligation of Platinum, enforceable against it
      in
      accordance with its terms. The execution, delivery and performance of this
      agreement by Platinum has been duly authorized by all necessary action of
      Platinum and this agreement constitutes the legal, valid and binding obligation
      of Platinum, enforceable against it in accordance with its terms.

     

    5.3    Consents
      of Third Parties.
      The
      execution, delivery and performance of this agreement by Platinum will not
      (a) conflict with the organizational documents of Platinum and will not
      conflict with or result in the breach or termination of, or constitute a default
      under, any lease, agreement, commitment or other instrument, or any order,
      judgment or decree to which Platinum is a party or by which Platinum is bound,
      or (b) constitute a violation by Platinum of any law or regulation
      applicable to Platinum. No consent, approval or authorization of, or
      designation, declaration or filing with, any governmental authority is required
      on the part of Platinum in connection with the execution, delivery and
      performance of this agreement. The execution, delivery and performance of this
      agreement by Platinum will not (a) conflict with the organizational
      documents of Platinum and will not conflict with or result in the breach or
      termination of, or constitute a default under, any lease, agreement, commitment
      or other instrument, or any order, judgment or decree to which Platinum is
      a
      party or by which Platinum is bound, or (b) constitute a violation by
      Platinum of any law or regulation applicable to Platinum. No consent, approval
      or authorization of, or designation, declaration or filing with, any
      governmental authority is required on the part of Platinum in connection with
      the execution, delivery and performance of this agreement.

     

    5.4    Litigation.
      There
      is no claim, litigation, proceeding or governmental investigation pending or,
      to
      the best of Platinum’s knowledge, threatened, or any order, injunction or decree
      outstanding, against Platinum that would prevent the consummation of the
      transactions contemplated by this agreement.

     

    6.    Further
      Agreements of the Parties.
      

     

    6.1    Operation
      of the Business.
      From
      the date of this agreement through the Closing Date, the Stockholders shall
      cause FDT and each of the Subsidiaries:

     

     (a) to
      carry
      on its business in the usual, regular and ordinary course in substantially
      the
      same manner as heretofore conducted;

     

    
      
         

      

      
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                        (b) not
      to,
      except with Platinum’s prior written approval or as expressly set forth on
      schedule 6.1(a), (i) enter into any transaction or incur any liability or
      obligation (other than fees and expenses of counsel and accountants to FDT
      in
      connection with the consummation of the transactions contemplated hereby),
      (ii) sell or transfer any of its assets, other than assets that have worn
      out or been replaced with other assets of equal or greater value or assets
      that
      are no longer needed in the businesses of FDT, or (iii) hire any
      employee;

     

                        (c) not
      to
      make any distribution or pay any dividend to any of the Stockholders or acquire
      any stock or other interest in FDT or, directly or indirectly, make any other
      payment of any kind or any loan to any of the Stockholders or any of their
      respective affiliates or members of their respective families, other than
      compensation for services or payments for products, in each case consistent
      with
      past practices;

     

                        (d) not
      to,
      except with Platinum’s prior written approval, (i) enter into or renew any
      lease, agreement or commitment that, if entered into prior to the date of this
      agreement, would have been required to be included on schedule 3.12,
      (ii) cause, or take any action to allow, any lease, agreement or commitment
      listed on schedule 3.12 to lapse (other than in accordance with its terms),
      to be modified in any
      adverse respect, or otherwise to become impaired in any material manner, or
      take
      any action of the kind referred to in section 3.6; and

     

                        (e) to
      (i) maintain all of its assets in customary repair, maintenance and
      condition, except to the extent of normal wear and tear and (ii) maintain
      or cause to be maintained insurance on its assets and businesses as described
      in
      section 3.19. 

     

    (f) Platinum
      and Crystal agree to employ Tracy Michaels and Ann Macker for the period of
      Three (3) years for $135,000 annual salary each, to include customary benefits
      for executive type employees to include but not limited to; car allowance,
      health insurance, cellular telephone, travel reimbursement, etc., as outlined
      in
      mutually agreed upon employment agreements.

     

    6.2    Notices.
      

     

        (a) From
      the
      date of this agreement through the Closing
      Date,
      the Stockholders shall cause FDT promptly to notify Platinum in writing of,
      and
      furnish any information that Platinum may reasonably request with respect to,
      (a) any claim, litigation, proceeding or governmental investigation
      threatened or asserted by or against FDT or any material development with
      respect to any such claim, litigation, proceeding or investigation, (b) any
      event or condition that would cause any of the conditions to Platinum’s
      obligation to consummate the transactions contemplated by this agreement not
      to
      be fulfilled and (c) any Material Adverse Effect.

     

                        (b) From
      the
      date of this agreement through the Closing Date, Platinum shall promptly notify
      FDT and the Stockholders’ Representative (as such term is defined in Section
      11.1(b) of, and furnish any information that the Stockholders’ Representative
      reasonably may request with respect to, any event or condition that would cause
      any of the conditions to the Stockholders’ obligations to consummate the
      transactions contemplated by this agreement not to be fulfilled.

     

    6.3    Consents.
      The
      Stockholders shall cause FDT to use commercially reasonable efforts to obtain
      at
      the earliest practicable date, by instruments in form and substance reasonably
      satisfactory to Platinum, all consents, without any conditions adverse to FDT
      or
      Platinum, required for the consummation of the transactions contemplated by
      this
      agreement, including, without limitation, all consents set forth on
      schedule 6.3. 

     

    6.4    Expenses.
      Except
      as otherwise specifically provided in this agreement, each party shall bear
      its
      own expenses incurred in connection with the negotiation and preparation of
      this
      agreement and in connection with all obligations required to be performed by
      it
      under this agreement.

     

    
      
         

      

      
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                     6.5   Access
      to Information.
      

     

                        (a) Prior
      to
      the closing, Platinum and its representatives may make such reasonable
      investigation of FDT as it may desire, and the Stockholders shall cause FDT
      to
      give to Platinum and to its counsel, accountants and other representatives
      reasonable access during normal business hours throughout the period prior
      to
      the closing to all of the assets, books, commitments, agreements, records and
      files of FDT, and FDT promptly shall furnish to Platinum during that period
      all
      documents and copies of documents (certified as true and complete if requested)
      and information concerning the business and affairs of FDT as Platinum
      reasonably may request; provided
      that FDT
      shall not be required to disclose to Platinum or any representative of Platinum
      that information, in electronic form or otherwise, that is proprietary to
      clients or customers of FDT or where such disclosure would violate applicable
      law. Platinum shall (unless otherwise required by applicable law) hold, and
      shall cause its representatives to hold, all such information and documents
      and
      all other information and documents delivered pursuant to this agreement
      confidential and, if the transactions contemplated by this agreement are not
      consummated for any reason, shall return to FDT all such information and
      documents and any copies as soon as practicable and shall not disclose any
      such
      information (that has not previously been disclosed by a party other than
      Platinum or its affiliates) to any third party unless required to do so pursuant
      to a request or order under applicable laws and regulations or pursuant to
      a
      subpoena or other legal process. Platinum’s obligations under this
      section shall survive the termination of this agreement. 

     

                        (b) Prior
      to
      the closing, Platinum shall provide to FDT such reasonable business records
      as
      FDT may desire regarding the financial ability of Platinum to consummate the
      transactions contemplated by this Agreement; provided
      that
      Platinum shall not be required to disclose to FDT that information, in
      electronic form or otherwise, that is proprietary to clients or customers of
      Platinum or where such disclosure would violate applicable law. FDT shall
      (unless otherwise required by applicable law) hold, and shall cause its
      representatives to hold, all such information and documents and all other
      information and documents delivered pursuant to this agreement confidential
      and,
      if the transactions contemplated by this agreement are not consummated for
      any
      reason, shall return to Platinum all such information and documents and any
      copies as soon as practicable and shall not disclose any such information (that
      has not previously been disclosed by a party other than FDT or its affiliates)
      to any third party unless required to do so pursuant to a request or order
      under
      applicable laws and regulations or pursuant to a subpoena or other legal
      process. FDT’s obligations under this section shall survive the termination
      of this agreement.

     

    6.6    Releases.
       Effective
      as of the Closing Date, and subject to the closing having occurred:

     

    (a) Each
      Stockholder fully and unconditionally releases and discharges FDT and its
      successors and assigns, from all claims or causes of action, whether known
      or
      unknown, that it, he or she ever had or has as of the Closing Date arising
      out
      of any event or occurrence prior to, or any fact or circumstance existing as
      of,
      the Closing Date, except that there shall be excluded from this release by
      each
      of the Stockholders any claim against FDT for indemnity for third party actions
      brought against such Stockholder in its capacity as a Stockholder, director,
      officer or employee of FDT (but this exclusion shall not limit any rights or
      remedies that FDT or its affiliates may have under this Stock Purchase
      Agreement).

     

    (b) FDT
      fully
      and unconditionally releases and discharges each of the Stockholders, and their
      respective successors and assigns, from all claims or causes of action, whether
      known or unknown, that it ever had or has as of the Closing Date against such
      Stockholder in such Stockholder’s capacity as a holder of capital stock of FDT.
      For clarity, the foregoing does not release any claims or causes of action
      against a Stockholder other than in such Stockholder’s capacity as a holder of
      capital stock of FDT. 

     

    
      
         

      

      
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    (c) For
      clarity, no release or discharge of any actions or claims is made by any party
      hereto with respect to this Stock Purchase Agreement or any of the documents,
      instruments or agreements executed in connection therewith. 

     

    6.7    Other
      Action.
      No
      party to this agreement shall take any action that would result in any of its
      representations and warranties not being true as of the Closing Date. Each
      of
      the parties to this agreement shall use commercially reasonable efforts to
      cause
      the closing to be held at the earliest practicable date and, in that connection,
      to cause the fulfillment at the earliest practicable date of all of the
      conditions to the obligations of the parties to consummate the transactions
      under this agreement.

     

    6.8    Further
      Assurances.
      At any
      time and from time to time after the closing, each of the parties shall, without
      further consideration, execute and deliver to the other parties such additional
      instruments of transfer, and shall take such other action as the other may
      reasonably request to carry out the transactions contemplated by this
      agreement.

     

    6.9    Standstill.
      From
      the date of this agreement through the Closing Date (or, for clarity,
      termination of this agreement pursuant to its terms, if earlier), the
      Stockholders and FDT shall not directly or indirectly (i) solicit,
      initiate, or encourage the submission of any proposal or offer from any person
      relating to the acquisition of any capital stock or other voting securities,
      or
      any substantial portion of the assets, of FDT (including any acquisition
      structured as a merger, consolidation, or share exchange) or
      (ii) participate in any discussion or negotiations regarding, furnish any
      information with respect to, assist or participate in, or facilitate in any
      other manner any effort or attempt by any person to do or seek any of the
      foregoing.  The Stockholders shall notify Platinum immediately if any
      person makes any proposal, offer, inquiry, or contact with respect to any of
      the
      foregoing.

     

    7.    Conditions
      to Closing.
      

     

    7.1    Conditions
      to the Obligations of Platinum.
      Platinum’s obligation to consummate the transactions under this agreement is
      subject to the fulfillment, at or prior to the closing, of each of the following
      conditions (any of which may be waived in writing by Platinum):

     

    (a) each
      of
      the representations and warranties of FDT and the Stockholders contained in
      this
      agreement shall be true in all material respects (without duplication of any
      exceptions as to materiality contained therein) at and as of the time of the
      closing with the same effect as if it had been made again at and as of that
      time; 

     

    (b) FDT
      and
      each of the Stockholders shall have performed and complied in all material
      respects with each obligation, covenant and condition required by this agreement
      to be performed or complied with by him, her or it prior to or at the
      closing;

     

                        (c) FDT
      shall
      have received, without any condition adverse to FDT or Platinum, all consents
      and approvals listed on schedule 6.3, each in form and substance reasonably
      satisfactory to Platinum;

     

                        (d) there
      shall not be in effect an injunction or restraining order issued by a court
      of
      competent jurisdiction in an action or proceeding against the consummation
      of
      the transactions contemplated by this agreement;

     

    
      
         

      

      
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                        (e) there
      shall not have been any
      change or event that has had, or would reasonably be expected to have, a
      material adverse effect on the assets, liabilities, financial condition,
      businesses or operations of FDT;
      

     

                        (f) there
      shall not be pending or, to the Knowledge of the Stockholders, threatened,
      any
      litigation, proceeding or governmental investigation relating to the
      transactions contemplated by this agreement;

     

                        (g) Crystal
      International Travel Group, Inc. (“Crystal International”) shall have closed on
      an equity investment of between $2 million to $3 million in net proceeds to
      Crystal International, a portion of which shall be contributed to Platinum
      immediately prior to the closing to fulfill obligation to fund the Cash Portion
      of the Purchase Price;

     

                        (h) Platinum
      shall have been furnished with certificates of FDT and of the Stockholders’
Representative, on behalf of the Stockholders, dated the Closing Date, in form
      and substance reasonably satisfactory to Platinum, certifying to the fulfillment
      of the conditions set forth in sections 7.1(a) through 7.1(f);

     

                        (i) Platinum
      shall have completed, to its reasonable satisfaction, its due diligence of
      FDT;

     

                        (j) there
      shall not be outstanding any option to acquire from FDT any shares of FDT stock
      (other than options that will automatically terminate upon consummation of
      the
      closing).

     

    7.2    Conditions
      to the Obligations of the Stockholders.
      The
      obligations of the Stockholders to consummate the transactions under this
      agreement are subject to the fulfillment, at or prior to the closing, of each
      of
      the following conditions (any of which may be waived by Stockholders holding
      a
      majority of all shares of common stock of FDT held by all Stockholders,
      determined on an as converted basis): 

     

    (a) each
      representation and warranty of Platinum contained in this agreement shall be
      true in all material respects at and as of the time of the closing with the
      same
      effect as though it had been made again at and as of that time;

     

    (b) Platinum
      shall have performed and complied in all material respects with all obligations,
      covenants and conditions required by this agreement to be performed or complied
      with by it prior to or at the closing;

     

    (c) there
      shall not be in effect an injunction or restraining order issued by a court
      of
      competent jurisdiction in an action or proceeding against the consummation
      of
      the transactions contemplated by this agreement; and

     

    (d) the
      Stockholders shall have entered into a [Stockholder Proceeds Distribution
      Agreement] in a form substantially similar to that attached as Exhibit A
      hereto;

     

                        (e) FDT
      shall
      have been furnished with a certificate from Platinum, dated the Closing Date,
      in
      form and substance satisfactory to FDT, certifying to the fulfillment of the
      conditions set forth in sections 7.2(a) through 7.2(c).

     

    
      
         

      

      
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    8.    Transactions
      at the Closing.
      

     

    8.1    Documents
      to be Executed and Delivered by the Parties.
      At the
      closing, the parties shall execute and deliver such documents and instruments
      as
      shall be necessary to consummate the transactions contemplated by section 1.1,
      which shall, without limitation cause the assumption of the existing lease
      of
      FDT for the premises located at 1455 North Dutton Avenue Santa Rosa, CA 95401.
      Additionally, at the closing Crystal shall issue to Ann Macker and Tracy
      Michaels a promissory note in the amount of $331,913.41 at eight percent
      interest per annum. The promissory note shall be in a form to be negotiated
      by
      Crystal and Ann Macker Tracy Michael but shall be substantially similar to
      the
      form of promissory notes currently payable by FTD to Ann Macker and Tracy
      Michaels (the “Old Notes”).

     

    8.2    Documents
      to be Delivered by Platinum, FDT and the Stockholders.
      At the
      closing, the parties shall deliver the following:

     

    (a) Each
      Stockholder shall deliver to Platinum that Stockholder’s original stock
      certificate accompanied by a duly executed assignment separate from certificate.
      Additionally, Ann Macker and Tracy Michaels shall cancel the Old Notes in a
      form
      satisfactory to Crystal in consideration for the issuance of the promissory
      note
      in Section 8.1. 

     

    (b) the
      Stockholders shall deliver to Platinum:

     

                            (i) the
      certificate referred to in section 7.1(g);

     

                            (ii) copies
      of
      all consents received pursuant to section 6.3; and

     

                            (iii) the
      agreements referred to in section 7.1(j).

     

    9.    Survival
      of Representations and Warranties; Indemnification.
      

     

    9.1    Survival.
      

     

        (a) All
      representations and warranties by FDT and the Stockholders shall survive the
      closing notwithstanding any investigation at any time by or on behalf of
      Platinum, and shall not be considered waived by the consummation of the
      transactions contemplated by this agreement with knowledge of any
      misrepresentation or breach by FDT or any of the Stockholders. The Stockholders
      shall not, however, have any liability for misrepresentation or breach of
      warranty except to the extent that notice of a claim is asserted in writing
      and
      delivered to the Stockholders’ Representative prior to the expiration of twelve
      months from the Closing Date, except for (i) misrepresentations or breaches
      of warranty in sections 3.16 and 3.17 for which a claim may be asserted within
      three years after the Closing Date, (ii) misrepresentations or breaches of
      warranty in sections 3.1, 3.3, 4 and 12.2 for which there shall be no time
      limitation for the assertion of a claim, and (iii)  misrepresentation or
      breach of warranty in section 3.11, for which a claim may be asserted at any
      time prior to sixty days after the expiration of the statute of limitations
      applicable to the tax involved (the representations and warranties referred
      to
      in the preceding clauses (i), (ii) and (iii) being referred to collectively
      as
      the “Excepted Matters” and the representations and warranties in the first
      sentence of section 3.1, and sections 3.3, 4 and 12.2, being referred to as
      the
“Fundamental Matters”). 

     

                        (b) All
      representations and warranties by Platinum shall survive the closing
      notwithstanding any investigation at any time by or on behalf of the
      Stockholders and shall not be considered waived by their consummation of the
      transactions contemplated by this agreement with knowledge of any
      misrepresentation or breach by Platinum. Platinum shall not, however, have
      any
      liability for misrepresentation or breach of any representation or warranty
      except to the extent that notice of a claim is asserted in writing and delivered
      to Platinum prior to the expiration of twelve months from the Closing Date,
      except for misrepresentations or breaches in sections 5.1, 5.2 or 12.2, for
      which there shall be no time limitation.

     

    
      
         

      

      
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                        (c) A
      claim
      for indemnification for any matter not involving a Third Party Claim (as defined
      below) may be asserted by written notice to the party from whom indemnification
      is sought, specifying in reasonable detail the claim and the basis upon which
      indemnification is sought.

     

                        (d) All
      statements contained in the certificate delivered by or on behalf of the
      Stockholders pursuant to section 7.1(g) of this agreement shall be considered
      representations and warranties by the Stockholders to Platinum with the same
      force and effect as if contained in this agreement. All statements contained
      in
      the certificate delivered by or on behalf of Platinum pursuant to section 7.2(d)
      this agreement shall be considered representations and warranties by Platinum
      to
      the Stockholders with the same force and effect as if contained in this
      agreement. 

     

    9.2    Indemnification
      of Platinum.
      

     

       
(a) Subject
      to the limitations set forth in this section 9, each Stockholder shall indemnify
      Platinum and its respective affiliates, partners, members, stockholders,
      directors, managers, officers, employees and representatives (the “Buyer
      Indemnified Parties”), in the manner and to the extent provided in this section
      9, against all loss, liability, expense (including reasonable fees and expenses
      of counsel, whether involving a third party or between the parties to this
      agreement), diminution in value or damage (collectively referred to as “Losses”)
      any of them may suffer, sustain or become subject to as a result of any breach
      of any representation, warranty, covenant or other agreement of any of the
      Stockholders contained in this agreement, or any misrepresentation by any of
      the
      Stockholders, or any claim by a third party that, without regard to the merits
      of the claim, would constitute such a breach or misrepresentation. If any
      representation or warranty of any of the Stockholders is inaccurate, the Buyer
      Indemnified Parties shall be deemed to have suffered Losses to the extent that
      the value of Platinum or the value of FDT capital stock acquired by Platinum
      is
      less than it would have been if that representation and warranty had been
      accurate.

     

                        (b) To
      the
      extent that Losses arise from a breach by a Stockholder of a covenant of such
      Stockholder or a breach of warranty or misrepresentation by such Stockholder
      with respect to the matters set forth in section 4, that Stockholder (and only
      that Stockholder) shall bear the indemnification obligation for 30 day’s after
      closing. 

     

                        (c) None
      of
      the Stockholders may seek to avoid his or her share of liability for any Losses
      based on any claim that FDT is liable for all or any portion of those Losses,
      and after closing the Stockholders shall have no right of indemnification or
      contribution against FDT or any of the Subsidiaries for any amounts paid to
      any
      Buyer Indemnified Party as a result of any Losses or for any other matter.
      

     

    9.3    Indemnification
      of the Stockholders.
      Platinum shall indemnify and hold harmless the Stockholders and FDT (prior
      to
      the closing) and their respective affiliates, partners, members, stockholders,
      directors, managers, officers, employees and representatives against all loss,
      liability, damage, diminution in value or expense (including reasonable fees
      and
      expenses of counsel) they may suffer, sustain or become subject to as a result
      of any breach of any representations, warranties, covenants or other agreements
      of Platinum, as applicable, contained in this agreement, or any
      misrepresentation by Platinum, or any claim by a third party that, without
      regard to the merits of the claim, would constitute such a breach or
      misrepresentation.

     

    
      
         

      

      
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    9.4    Limitation
      on Liability.
      

     

        (a) None
      of
      the Stockholders shall
      be
      liable for any misrepresentation or breach of warranty under this agreement
      unless and until the aggregate amount of Losses incurred by the Buyer
      Indemnified Parties as a result of all misrepresentations or breaches of
      warranty under this agreement exceeds $5,000 (in which event the Stockholders
      shall be liable for the full amount of the Losses incurred by the Buyer
      Indemnified Parties). This section 9.4(a) shall not apply, however, to any
      misrepresentation or breach of any warranty with respect to any of the
      Fundamental Matters, Excepted Matters or any matter in section 3.2(b).

     

                        (b) Notwithstanding
      anything to the contrary contained in this agreement (but subject to the
      immediately following sentence), if the sale of shares contemplated by this
      agreement is not consummated as a result of misrepresentation or breach of
      warranty by the Stockholders or the breach of any of the Stockholders’ covenants
      in the agreement, the liability of each Stockholder to Platinum under this
      agreement shall not exceed such Stockholder’s proportionate share of an amount
      equal to two times the costs and expenses incurred by Platinum in connection
      with the proposed transaction, including, but not limited to, the costs incurred
      by them in connection with their due diligence investigation of FDT and in
      connection with the preparation and negotiation of this agreement and related
      agreements and other documents. The preceding sentence shall not apply to the
      extent that the sale of shares contemplated by this agreement is not consummated
      as a result of any willful breach by a Stockholder of any covenant under this
      agreement or any intentional misrepresentation or intentional breach of warranty
      by a Stockholder in this agreement, in which event such Stockholder (and no
      other Stockholder) shall have liability for the full amount of Losses incurred
      by Platinum, including, but not limited to, the costs referred to in the
      preceding sentence. 

     

    9.5    Matters
      Involving Third Parties.

     

    (a) If
      any
      third party shall notify any party hereto with respect to any matter (a “Third
      Party Claim”) that may give rise to a claim for indemnification by the party so
      notified against any other party to this agreement hereto, the indemnified
      party
      shall promptly give notice of the matter to the indemnifying party (in the
      case
      of the Stockholders, notice to the Stockholders’ Representative being
      sufficient); provided, however, that no delay on the part of the indemnified
      party in notifying the indemnifying party shall relieve the indemnifying party
      from any obligation hereunder unless (and then solely to the extent) the
      indemnifying party is thereby prejudiced. 

     

    (b) An
      indemnifying party will have the right to defend the indemnified party against
      the Third Party Claim with counsel of its choice satisfactory to the indemnified
      party provided that (i) the indemnifying party notifies the indemnified
      party, in writing, within 15 days after the indemnified party has given notice
      of the Third Party Claim, that the indemnifying party will assume the defense
      of
      the Third Party Claim and pay all attorneys’ fees and other third party defense
      costs in connection therewith, (ii) the indemnifying party provides the
      indemnified party with evidence reasonably acceptable to the indemnified party
      that the indemnifying party (in the case of the Stockholders, that each of
      the
      Stockholders) will have the financial resources to defend against the Third
      Party Claim and fulfill its indemnification obligations hereunder,
      (iii) the Third Party Claim involves only money damages and does not seek
      an injunction or other equitable relief, (iv) settlement of, or an adverse
      judgment with respect to, the Third Party Claim is not, in the good faith
      judgment of the indemnified party, likely to establish a precedential custom
      or
      practice adverse to the continuing business interests of the indemnified party,
      and (iv) the indemnifying party conducts the defense of the Third Party
      Claim actively and diligently.

     

    
      
         

      

      
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                        (c) So
      long
      as the indemnifying party (in the case of the Stockholders, the Stockholders’
Representative on behalf of the Stockholders) is conducting the defense of
      the
      Third Party Claim in accordance with section 9.5(b) above, (i) the
      indemnified party may retain separate co-counsel at its sole cost and expense
      and participate in the defense of the Third Party Claim and (ii) the
      indemnified party shall not consent to the entry of any judgment or enter into
      any settlement with respect to the Third Party Claim without the prior written
      consent of the indemnifying party (not to be unreasonably withheld). In
      addition, the indemnifying party will not, at any time, consent to the entry
      of
      any judgment or enter into any settlement with respect to the Third Party Claim
      without the prior written consent of the indemnified party (not to be
      unreasonably withheld).

     

                        (d) If
      any of
      the conditions in section 9.5(b) above is or becomes unsatisfied,
      (i) the indemnified party may defend against, and consent to the entry of
      any judgment or enter into any settlement with respect to, the Third Party
      Claim
      in any manner it may deem appropriate (and the indemnified party need not
      consult with, or obtain any consent from, any indemnifying party in connection
      therewith), provided, however,
      that
      the
      indemnifying party shall be given the right to participate in such defense
      through counsel chosen by the indemnified party at its expense, (ii) the
      indemnifying party shall reimburse the indemnified party promptly and
      periodically for the costs of defending against the Third Party Claim (including
      attorneys’ fees and expenses) to the extent that the Third Party Claim is
      subject to indemnity hereunder, and the indemnifying party shall remain
      responsible for any Losses the indemnified party may suffer resulting from,
      arising out of, relating to, in the nature of, or caused by the Third Party
      Claim to the fullest extent provided in this section 9.5 (subject to the other
      limitations set forth in this section 9).

     

                        (e) With
      respect to any action or proceeding subject to indemnification under this
      section 9.5, (i) both the indemnified party and the indemnifying party (in
      the case of the Stockholders, the Stockholders’ Representative), as the case may
      be, shall be kept fully informed of the action or proceeding at all stages
      thereof where such party is not represented by its own counsel, (ii) the
      parties shall render to each other such assistance as they may reasonably
      require of each other and shall cooperate in good faith with each other to
      try
      to ensure the proper and adequate defense of any such action or proceeding
      brought by any third party, and (iii) regardless of which party is
      controlling the settlement or defense of any action or proceeding, both the
      indemnified party and indemnifying party shall act in good faith.

     

                        (f) With
      respect to any pending action or proceeding subject to indemnification under
      this section 9.5, the parties shall cooperate in such a manner as to preserve
      in
      full (to the extent possible) the confidentiality of all confidential business
      records and the attorney-client and work-product privileges. In connection
      therewith, (i) each party shall use its commercially reasonable efforts, in
      any action or proceeding in which he or it has assumed or participated in the
      defense, to avoid production of confidential business records (consistent with
      applicable law and rules of procedure), and (ii) all communications between
      any party hereto and counsel responsible for or participating in the defense
      of
      any action or proceeding shall, to the extent possible, be made so as to reserve
      any applicable attorney-client or work-product privilege.

     

                        (g) In
      connection with all matters relating to Third Party Claims, the Stockholders’
Representative is authorized to act on behalf of the Stockholders in dealing
      with the Buyer Indemnified Parties and third parties, and any action taken
      by
      the Stockholders’ Representative shall be binding upon each of the Stockholders
      to the same extent as if the action had been taken personally by them,
      respectively.

     

    9.6    Additional
      Agreements Regarding Indemnity.
      

     

        (a) The
      parties shall treat any indemnity payment made under this agreement as an
      adjustment to the Purchase Price for Tax purposes, and the parties agree to
      file
      their tax returns accordingly.

     

    
      
         

      

      
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                        (b) The
      amount of any Losses for which indemnification is provided under this section
      9
      shall be net of (i) any amounts recovered by an indemnified party or any of
      its respective affiliates pursuant to any indemnification by or indemnification
      agreement with any third party, which amount shall be reduced by the fees,
      costs
      and expenses incurred by the indemnified party or such affiliate in recovering
      such indemnification to the extent not recovered, and (ii) any insurance
      proceeds or other cash receipts or reimbursement received at any time (whether
      before or after payment of any amounts hereunder) from an indemnifying party
      or
      any of its respective affiliates as an offset against such Losses. 

     

                        (c) This
      section 9.6 sets forth the exclusive remedies of the parties for any breach
      of
      this agreement by any other party, other than any rights that a party may have
      against any other party hereto in the event of such other party’s willful fraud;
      provided, however, the foregoing shall not limit any rights that any party
      may
      have to seek equitable relief or any remedies that the parties may have with
      respect to the Limited Guaranty attached hereto.

     

                        (d) Each
      indemnified party shall (at the expense and request of the indemnifying party)
      use commercially reasonable efforts to pursue any available claims under all
      applicable insurance policies with respect to any matter subject to
      indemnification hereunder.

     

                        (e) If
      an
      indemnifying party makes any indemnification payment under this section 9 with
      respect to indemnification obligations of such indemnifying party, and
      subsequent to such payment the indemnified party recovers any amounts under
      any
      insurance policy with respect to any matter giving rise to such indemnification
      payment, and such insurance proceeds (net of expenses incurred in connection
      with making or perfecting claims under such policies and net of the aggregate
      premiums paid under such policies) were not included in the computation of
      the
      Losses subject to indemnification, within 15 days after such payment the
      indemnified party who received such net insurance proceeds shall promptly pay
      to
      the indemnifying party (and if more than one indemnifying party, pro rata among
      them based on the amount of indemnification paid by each) of an amount equal
      to
      the insurance proceeds received, up to the amount of indemnification payments
      previously received by it.

     

                        (f) Each
      indemnified party shall reasonably cooperate with an indemnifying party, as
      reasonably requested by it, him or her, in order for the indemnifying party’s
      efforts to mitigate Losses subject to indemnification by such indemnifying
      party, but no indemnified party shall be obligated to take any action (or omit
      to take any action) pursuant to this provision if in its reasonable business
      judgment the that act (or omission) would be adverse to its business
      interests.

     

    10.    Termination.
      

     

     10.1        
      Termination.
      This
      agreement may be terminated:

     

    (a) by
      written agreement of Platinum and the Stockholder’s Representative;


     

    (b) by
      Platinum or the Stockholders Representative, by notice to the other, if at
      any
      time prior to the Closing Date any event shall have occurred or any state of
      facts shall exist that renders any of the conditions to its obligations as
      provided in this agreement incapable of fulfillment and not subject to cure;
      or

     

                        (c) by
      Platinum or the Stockholders Representative, by written notice to the other,
      if
      the closing shall not have occurred by the date referred to in
      section 2.2.

     

    
      
         

      

      
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    10.2         
      Liability.
      The
      termination of this agreement shall not relieve any party of any liability
      for
      breach of this agreement prior to the date of termination.

     

    11.    Stockholders’
      Representative.
      

     

     11.1        
      Appointment;
      Acceptance.
      

     

        (a) By
      executing this agreement, from and after closing, each Stockholder hereby
      irrevocably constitutes and appoints the Stockholders’ Representative, acting as
      hereinafter provided, as such Stockholder's attorney-in-fact and agent to act
      in
      such Stockholder's name, place and stead in connection with all matters arising
      from and under this agreement and acknowledges that such appointment is coupled
      with an interest. By executing this agreement, the Stockholders’ Representative
      hereby (a) accepts such appointment and authorization to act as the
      Stockholders’ Representative and as attorney-in-fact and agent in accordance
      with the terms hereof and (b) agrees to perform his obligations hereunder,
      and otherwise to comply with this section 11. 

     

        (b) [
      ] shall
      be the “Stockholders’ Representative.” Such Stockholders’ Representative may be
      removed with the written consent of Stockholders owning a majority of all shares
      of common stock held by all Stockholders, determined on an as if converted
      basis. In the event of the resignation, removal or inability to serve of the
      person then serving as the Stockholders’ Representative, a successor
      Stockholder’s Representative may be appointed with the written consent of
      Stockholders owning a majority of all shares of common stock held by all
      Stockholders, determined on an as if converted basis. Platinum shall be given
      prompt written notice of the appointment of any successor Stockholders’
Representative.

     

    11.2   Authority.
      To the
      extent of the appointment set forth in section 11.1, each Stockholder fully
      and
      completely:

     

    (a) agrees
      to
      be bound by all notices received or given by, and all agreements and
      determinations made by, and all documents executed and delivered by the
      Stockholders’ Representative under this agreement;

     

    (b) authorizes
      the Stockholders’ Representative, after the Closing Date, to

     

    (i) assert
      claims, make demands and commence actions on behalf of the Stockholders under
      this agreement,

     

    (ii) dispute
      or to refrain from disputing any claim made by the Stockholders,

     

    (iii) negotiate
      and compromise any dispute that may arise under, and exercise or refrain from
      exercising remedies available to the Stockholders under, this agreement, and
      to
      sign any releases or other documents with respect to such dispute or remedy
      (and
      to bind the Stockholders in so doing),

     

    (iv) give
      such
      instructions and do such other things and refrain from doing such things as
      the
      Stockholders’ Representative shall deem appropriate to carry out the provisions
      of this agreement,

     

    (v) give
      any
      and all consents and notices under this agreement, and

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    (i) perform
      all actions, exercise all powers, and fulfill all duties otherwise assigned
      to
      the Stockholders’ Representative in this agreement.

     

    11.3         
      Actions.
      To the
      extent of the appointment set forth in section 11.1:

     

    (a) Each
      of
      the Stockholders hereby expressly acknowledges and agrees that the Stockholders’
Representative has the sole and exclusive authority to act on such Stockholders'
      behalf in respect of all matters arising under or in connection with this
      agreement after the Closing Date, notwithstanding any dispute or disagreement
      among them, and that no Stockholder shall have any authority to act unilaterally
      or independently of the Stockholders’ Representative in respect to any such
      matter. 

     

    (b) Platinum
      shall be entitled to rely on any and all actions taken by the Stockholders’
Representative under this agreement without any liability to, or obligation
      to
      inquire of, any of the Stockholders. All notices, counter notices or other
      instruments or designations delivered by any Stockholders in regard to this
      agreement shall not be effective unless, but shall be effective if, signed
      by
      the Stockholders’ Representative, and if not, such document shall have no force
      or effect whatsoever and Platinum and any other person or entity may proceed
      without regard to any such document. Platinum and any other person or entity
      are
      hereby expressly authorized to rely on the genuineness of the signature of
      the
      Stockholders’ Representative, and upon receipt of any writing that reasonably
      appears to have been signed by the Stockholders’ Representative, Platinum and
      any other person or entity may act upon the same without any further duty of
      inquiry as to the genuineness of the writing.

     

    11.4    Effectiveness.
      To
      the
      extent of the appointment set forth in section 11.1, the authorizations of
      the
      Stockholders’ Representative shall be irrevocable and effective until the
      Stockholders’ Representative’s rights and obligations under this agreement
      terminate by virtue of the termination of all obligations of the Stockholders
      to
      Platinum, and Platinum to the Stockholders, under this agreement.

     

    11.5    Reimbursement
      of Expenses of the Stockholders’ Representative.
      The
      Stockholders agree to reimburse the Stockholders’ Representative for any
      reasonable out-of-pocket costs and expenses the Stockholders’ Representative
      incurs in performing the Stockholders’ Representative’s services hereunder. The
      Stockholders shall share such reimbursement expense, pro rata based on the
      Stockholders’ ownership of common stock, and shall pay such amounts within
      thirty days after written notice thereof. Further, the Stockholders’
Representative shall be entitled to withhold any such amounts from any proceeds
      due to the Stockholders hereunder.

     

    11.6    Indemnification
      of the Stockholders’ Representative.
      The
      Stockholders shall severally indemnify and save harmless (based on each
      Stockholder’s pro rata holdings of common stock) the Stockholders’
Representative from and against any and all Losses, including all expenses
      reasonably incurred in his defense and all costs and expenses reasonably
      incurred in enforcing the Stockholders’ Representative’s right to
      indemnification hereunder, to which the Stockholders’ Representative shall be
      subject by reason of any action taken or omitted to be taken, except as may
      result from the Stockholders’ Representative's gross negligence or willful
      misconduct; provided, however, that such indemnification shall not apply to
      any
      actions taken or omitted in the Stockholders’ Representative's capacity as an
      Stockholder. This section 11.6 shall survive the termination of this Agreement.
      Further, each Stockholder shall indemnify and hold each other Stockholder
      harmless from any and all Losses that such other Stockholders may suffer or
      incur in connection with a breach by a Stockholder of such Stockholders’
representations and warranties set forth in section 4.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    11.7    Contribution
      Among Stockholders.
      In the
      event the Stockholders shall have any obligation to Platinum under this
      agreement (other than a breach by a Stockholder of such Stockholders’
representations and warranties set forth in section 4), each Stockholder agrees,
      promptly upon demand by the Stockholders’ Representative, to contribute the
      Stockholder's pro rata share of same. Each Stockholder shall have the right
      to
      enforce the obligations of the other Stockholders arising under this section
      11.7.

     

    11.8    Consent
      to Transactions.
      Each
      Stockholder expressly consents to the execution of this agreement (and the
      other
      transaction documents to which FDT is a party) by FDT and to FDT’s performance
      of its obligations hereunder and thereunder and the consummation of the
      transactions hereunder and thereunder.

     

    11.9    Exculpation
      of Platinum.
      Platinum shall have no liability for any acts or omissions of the Stockholders’
Representative or otherwise with respect to any claim brought by any Stockholder
      against any another Stockholder or the Stockholders’
Representative.

     

    12.    Miscellaneous.
      

     

    12.1    Notices.
      Any
      notice or other communication under this agreement shall be in writing and
      shall
      be considered given when delivered personally or sent by facsimile, one business
      day after being sent by a major overnight courier, or four days after being
      mailed by registered mail, return receipt requested, to the parties at the
      addresses set forth below (or at such other address as a party may specify
      by
      notice to the other):

     

    if
      to
      FDT, to:

     

    Look
      Out
      We’re Travelling, Inc.

    Dba

    Flying
      Dutchmen Travel

    1455
      North Dutton Avenue

    Santa
      Rosa, CA 95401

    Fax: (707)
      545-2112

    Attention:
      Tracy Michaels

    Email: tracy@flyingdutchmentravel.com
      

     

    with
      a
      copy to (which shall not constitute notice):

     

    [
      ]

    Fax:

     

    if
      to
      Platinum, to:

     

    Platinum
      Hospitality Holdings, Inc.

    C/O

    Crystal
      International Travel Group, Inc.

    2160
      Headquarters Plaza, 10th
      Floor 

    Fax: (973)
      695-1662

    Attention:
      Fabrizzio P. Busso-Campana

    Email:
      fpbusso@crystalitg.com


     

    with
      copies to (which shall not constitute notice):

     

    Quick
      Law
      Group P.C.

    900
      W.
      Pearl Street

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    Suite
      300

    Boulder,
      Colorado 80302

    facsimile:
      (303) 845-7315

    Attention:
      Jeffrey M. Quick, Esq.

    Email:
      jquick@quicklawgroup.com

     

    If
      to a
      Stockholder, as set forth on the Stockholder’s Signature Page
      hereto.

     

    If
      to the
      Stockholders’ Representative:

     

    [
      ]

    Fax:
      

     

    with
      a
      copy to (which shall not constitute notice):

     

    [
      ]

    Fax:
      [
      ]

    Attention:
      [ ]

     

    12.2    Finders.
      The
      Stockholders represent and warrant that neither FDT nor any of them has used
      the
      services of any broker or finder in connection with the transactions
      contemplated by this agreement. Platinum represents and warrants that it has
      not
      used the services of any broker or finder in connection with the transactions
      contemplated by this agreement.

     

    12.3    Entire
      Agreement; Amendment.
      (a) This
      agreement, including the schedules and exhibits, contains a complete statement
      of all the arrangements among the parties with respect to its subject matter,
      supersedes any previous agreements among them relating to that subject matter,
      and cannot be changed or terminated orally. This agreement may be amended or
      waived in writing signed (in the case of a waiver, by the party to be charged
      thereby) by (i) FDT (until closing, but not thereafter),
      (ii) Stockholders owning a majority of all shares of common stock held by
      all Stockholders, determined on an as if converted basis (unless such amendment
      by its terms affects Stockholders in a material adverse manner from other
      Stockholders, in which case the written consent of such differently affected
      Stockholders shall also be required), and (iii) Platinum. 

     

    12.4    Headings.
      The
      section headings of this agreement are for reference purposes only and are
      to be
      given no effect in the construction or interpretation of this
      agreement.

     

    12.5    Governing
      Law.
      This
      agreement shall be governed by and construed in accordance with the law of
      the
      State of New
      York
      applicable to agreements made and to be performed in New York. 

     

    12.6    Submission
      to Jurisdiction.
      The
      courts located in the State and County of New York shall have jurisdiction
      over
      the parties with respect to any dispute or controversy between them arising
      under or in connection with this agreement and, by execution and delivery of
      this agreement, each of the parties to this agreement submits to the
      jurisdiction of those courts, including, but not limited to, the in personal
      and
      subject matter jurisdiction of those courts, waives any objection to such
      jurisdiction on the grounds of venue or forum non conveniens, the absence of
      in
      personal or subject matter jurisdiction and any similar grounds, consents to
      service of process by mail (in accordance with section 12.1 or any other manner
      permitted by law) and irrevocably agrees to be bound by any judgment rendered
      thereby in connection with this agreement. These consents to jurisdiction shall
      not be deemed to confer rights on any person other than the parties to this
      agreement. 

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    12.7    Waiver
      of Jury Trial.
      EACH OF
      THE PARTIES HERETO WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION TO ENFORCE,
      DEFEND, INTERPRET OR OTHERWISE CONCERNING THIS AGREEMENT.

     

    12.8    Severability.
      If any
      provision of this agreement is invalid or unenforceable, the balance of this
      agreement shall remain in effect.

     

    12.9    Waiver.
      Any
      party may waive compliance by any other party with any provision of this
      agreement. No waiver of any provision shall be construed as a waiver of any
      other provision. Any waiver must be in writing.

     

    12.10    Assignment.
      No
      party may assign any of its rights or delegate any of its duties under this
      agreement without the consent of the other parties, except that Platinum may
      assign any of its rights and delegate any of its duties to any of its affiliates
      (but no such assignment shall relieve Platinum of any of its obligations under
      this agreement).

     

    12.11    Definition.
      As used
      in this agreement, the term ‘affiliate’ means any person or entity directly or
      indirectly controlled by, controlling, or under common control with, any other
      person or entity.

     

    12.12    Publicity.
      Except
      as required by applicable law, no party shall issue any press release or other
      public statement regarding the transactions contemplated by this agreement
      without the prior written consent of Platinum and FDT. After execution of this
      agreement, FDT and Platinum shall agree on a communications plan prior to any
      announcement of this agreement or the transactions contemplated hereby to any
      of
      FDT’s customers or employees (other than those employees involved in the sale
      process).

     

    12.13    Parties
      in Interest.
      Nothing
      in this Agreement is intended to confer any rights or remedies under or by
      reason of this agreement on any persons or entities other than the parties
      hereto, and their respective successors and permitted assigns, and no provision
      of this agreement shall give any third persons any right of subrogation or
      action over or against the parties hereto, provided, however, that after
      closing, the identified indemnified parties shall be third party beneficiaries
      of section 9. Nothing in this agreement is intended to relieve or discharge
      the
      obligations or liability of any third persons or entities to the parties hereto.
      

     

    12.14    Specific
      Performance.
      FDT and
      the Stockholders acknowledge that the business of FDT is of a special, unique
      and extraordinary character, and that any breach of this agreement by FDT or
      any
      of the Stockholders could not be compensated for by damages. Accordingly, if
      FDT
      or any of the Stockholders breaches its, his or her obligations under this
      agreement Platinum shall be entitled, in addition to any other remedies that
      it
      may have, to enforcement of this agreement by a decree of specific performance
      requiring Platinum, FDT and the Stockholders to fulfill their respective
      obligations under this agreement, without any bond or other security being
      required and without the necessity of showing actual damages.  The
      foregoing shall not limit any rights or remedies that FDT and the Stockholders
      may have in connection with a breach of this agreement by Platinum.

     

     

    -
      SIGNATURE PAGES FOLLOW -

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    

      
        
          	 	LOOK OUT WE’RE TRAVELLING , INC.
	 	 
	 	 
	 	
                  By:/s/
                    Ann Macker

                  Name:
                    Ann Macker

                  Title:
                    President

                
	 	 
	 	 
	 	 
	 	PLATINUM HOSPITALITY HOLDINGS,
                  INC.
	 	 
	 	 
	 	
                  By:
                    /s/ Fabrizzio Busso-Campana

                  Name:
                    Fabrizzio Busso-Campana

                  Title:
                    Chief Executive Officer

                
	 	 
	 	 
	 	 
	 	CRYSTAL INTERNATIONAL TRAVEL GROUP,
                  INC.
	 	 
	 	 
	 	
                  By:
                    /s/ Fabrizzio Busso-Campana

                  Name:
                    Fabrizzio Busso-Campana

                  Title:
                    Chief Executive Officer

                


        

      

    

     

    
       

       

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	
              /s/
                Ann Macker

              [Stockholder]

            
	 	 
	 	Notices:
	 	 
	 	
              [Address]

              Fax:
                [ ]

            
	 	 
	 	 
	 	 
	 	
              Tracy
                Michaels

              [Stockholder]

            
	 	 
	 	Notices:
	 	 
	 	
              [Address]

              Fax:
                [ ]