Unassociated Document


    Exhibit
10.1

    


    SHARE EXCHANGE
AGREEMENT

    


    This Share Exchange Agreement,
dated December 15, 2008, by and between Imperiali, Inc., a Florida corporation
(“Company”); the
shareholders of I1 Connect, Inc., a Florida corporation (“I1 Connect Shareholders”)
whose signatures appear on the Counterpart Signature Pages of this Agreement;
the shareholders of I1 Films, Inc., a Florida corporation (“I1 Films Shareholders”) whose
signatures appear on the Counterpart Signature Pages of this Agreement; and the
shareholders of Imperiali Telecom, Inc., a Florida corporation (“Imperiali Telecom
Shareholders”) whose signatures appear on the Counterpart Signature Pages
of this Agreement; (the I1 Connect Shareholders, the I1 Films Shareholders and
the Imperiali Telecom Shareholders shall collectively be referred to as the
“Shareholders”, and each
of those persons individually, a “Shareholder”).

    


    RECITALS

    


    WHEREAS, the Company is the
majority shareholder of I1 Connect and the Company desires to acquire from the
I1 Connect Shareholders all 2,504,000 outstanding shares of I1 Connect that the
Company currently does not own, solely in exchange for an aggregate of 2,504,000
shares of authorized, but theretofore unissued shares of Company common stock,
par value $0.001 per share (“Common Stock”), which
represents a 1:1 basis.

    


    WHEREAS, each I1 Connect
Shareholder desires to exchange all of their beneficially owned shares of I1
Connects capital stock solely for shares of Common Stock in the amount set forth
herein.

    


    WHEREAS, the Company is the
majority shareholder of I1 Films and the Company desires to acquire from the I1
Films Shareholders all 176,000 outstanding shares of I1 Films that the Company
currently does not own, solely in exchange for an aggregate of 176,000 shares of
authorized, but theretofore unissued shares of Common Stock, which represents a
1:1 basis.

    


    WHEREAS, each I1 Films
Shareholder desires to exchange all of their beneficially owned shares of I1
Films’ capital stock solely for shares of Common Stock in the amount set forth
herein.

    


    WHEREAS, the Company is the
majority shareholder of Imperiali Telecom and the Company desires to acquire
from the Imperiali Telecom Shareholders all 2,000 outstanding shares of
Imperiali Telecom that the Company currently does not own, solely in exchange
for an aggregate of 2,000 shares of authorized, but theretofore unissued shares
of Common Stock, which represents a 1:1 basis.

    


    WHEREAS, each Imperiali
Telecom Shareholder desires to exchange all of their beneficially owned shares
of Imperiali Telecom’s capital stock solely for shares of Common Stock in the
amount set forth herein.

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    WHEREAS, it is the intent of
the parties that the contemplated transactions be structured so as to qualify as
a tax-free exchange under Section 368 of the Internal Revenue Code of 1986, as
amended (the “IRC”), and
the provisions of this Agreement will be interpreted in a manner consistent with
this intent.

    


    WHEREAS, the contemplated
transactions shall be consummated pursuant to and in accordance with the terms
and conditions set forth in this Agreement.

    


    NOW, THEREFORE, in
consideration of the premises and the mutual covenants set forth in this
Agreement, the parties agree as follows:

    


    SECTION
1.  Acquisition and Exchange Of Shares

    


    1.1           The
Agreement.

    


    (a)           The
parties agree that Company shall acquire from the I1 Connect Shareholders
2,504,000 shares of common stock of I1 Connect, which represents 100% of all of
the issued and outstanding shares of capital stock of I1 Connect not already
owned by the Company, solely in exchange for an aggregate of 2,504,000 shares of
authorized, but theretofore unissued shares of Common Stock. The parties agree
that at the closing of the transactions contemplated by this Agreement, I1
Connect will become wholly-owned subsidiary of Company subject to the conditions
set forth herein.

    


    (b)           The
parties agree that Company shall acquire from the I1 Films Shareholders 176,000
shares of common stock of I1 Films, which represents 100% of all of the issued
and outstanding shares of capital stock of I1 Films not already owned by the
Company, solely in exchange for an aggregate of 176,000 shares of authorized,
but theretofore unissued shares of Common Stock. The parties agree that at the
closing of the transactions contemplated by this Agreement, I1 Films will become
wholly-owned subsidiary of Company subject to the conditions set forth
herein.

    


    (c)           The
parties agree that Company shall acquire from the Imperiali Telecom Shareholders
2,000 shares of common stock of Imperiali Telecom, which represents 100% of all
of the issued and outstanding shares of capital stock of Imperiali Telecom not
already owned by the Company, solely in exchange for an aggregate of 2,000
shares of authorized, but theretofore unissued shares of Common Stock. The
parties agree that at the closing of the transactions contemplated by this
Agreement, Imperiali Telecom will become wholly-owned subsidiary of Company
subject to the conditions set forth herein.

    


    1.2           Exchange of
Shares.

    


    (a)           At
the closing, defined in Section 2.1 below (“Closing”), Company will cause
to be issued and held for delivery to the:

    


    
      	
               
      

            	
              (i)

            	
              I1
      Connect Shareholders or their designees, stock certificates representing
      an aggregate of 2,504,000 shares of Common Stock, in exchange for
      2,504,000 shares of common stock of I1 Connect, which represents 100% of
      all of the issued and outstanding shares of capital stock of I1 Connect
      not already owned by the Company, which shares will be delivered to
      Company at the Closing;

            


    

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
      	
               
      

            	
              (ii)

            	
              I1
      Films Shareholders or their designees, stock certificates representing an
      aggregate of 176,000 shares of Common Stock, in exchange for 176,000
      shares of common stock of I1 Films, which represents 100% of all of the
      issued and outstanding shares of capital stock of I1 Films not already
      owned by the Company, which shares will be delivered to Company at the
      Closing; and

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Imperiali
      Telecom Shareholders or their designees, stock certificates representing
      an aggregate of 2,000 shares of Common Stock, in exchange for 2,000 shares
      of common stock of Imperiali Telecom, which represents 100% of all of the
      issued and outstanding shares of capital stock of Imperiali Telecom not
      already owned by the Company, which shares will be delivered to Company at
      the Closing.

            


    

     

    (b)           The
shares of Common Stock to be issued pursuant to paragraph (a) of this Section
1.2 will be authorized, but theretofore unissued shares of Common Stock, and
will be issued to the Shareholders as more fully described on Schedule
1.2 herein.

    


    (c)           All
shares of Common Stock to be issued hereunder shall be deemed “restricted
securities” as defined in Rule 144 under the Securities Act of 1933, as amended
(the “Securities Act”),
and each Shareholder will represent in writing that they are acquiring said
shares for investment purposes only and without the intent to make a further
distribution of the shares.  All shares of Common Stock to be issued
under the terms of this Agreement shall be issued pursuant to an exemption from
the registration requirements of the Securities Act, under Section 4(2) of the
Securities Act and the rules and regulations promulgated there under.
Certificates representing the shares of Common Stock to be issued hereunder will
bear a restrictive legend in substantially the following form:

    


    The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be offered for sale, sold, or
otherwise disposed of, except in compliance with the registration provisions of
such Act or pursuant to an exemption from such registration provisions, the
availability of which is to be established to the satisfaction of the
Company.

    


    SECTION
2.   Closing.

    


    2.1           Closing.                      Closing
shall take place at the offices of the Company at 10:00 A.M. on December 15,
2008 (the “Closing” or
“Closing Date”), or at
another time, date, and place mutually agreed to by the
parties.


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    


    SECTION
3.  Representations and
Warranties of Shareholders.

    


    3.1           Shareholders’
Representations and Warranties. As of the Closing Date, each Shareholder
individually represents and warrants to Company with respect to itself and its
shares of common stock as follows:

    


    3.1.1                      Beneficial
Ownership.  With respect to (i) I1 Connect Shareholders, the I1
Connect Shareholder is the sole record and beneficial holder of all issued and
outstanding shares of capital stock of I1 Connect, as described below, and the
Shareholder owns such shares free and clear of all liens, restrictions and
claims of any kind; (ii) I1 Films Shareholders, the I1 Films Shareholder is the
sole record and beneficial holder of all issued and outstanding shares of
capital stock of I1 Films, as described below, and the Shareholder owns such
shares free and clear of all liens, restrictions and claims of any kind;
(iii)  Imperiali Telecom Shareholders, the Imperiali Telecom
Shareholder is the sole record and beneficial holder of all issued and
outstanding shares of capital stock of Imperiali Telecom, as described below,
and the Shareholder owns such shares free and clear of all liens, restrictions
and claims of any kind;

    


    3.1.2                      Authorization;
Validity. This Agreement has been duly and validly executed and delivered
by the Shareholder, and is the legal, valid, and binding obligation of the
Shareholder, enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency, moratorium, reorganization, and other laws of general
application affecting the enforcement of creditors’ rights and by the
availability of equitable remedies. This Agreement has been voluntarily entered
into by the Shareholder.

    


    3.1.3                      Consents. Other than
is set forth herein, no approval, consent, waiver, or authorization of or filing
or registration with any governmental authority or third party is required for
the execution, delivery, or performance by the Shareholder of the transactions
contemplated by this Agreement.

    


    3.1.4                      Violations. Other
than is set forth herein, the execution, delivery, or performance of this
Agree­ment does not and will not (i) with or without the giving of notice or
the passage of time, or both, constitute a default, result in breach of, result
in the termination of, result in the acceleration of performance of, require any
consent, approval, or waiver, or result in the imposition of any lien or other
encumbrance upon any property or assets of the Shareholder, under any agreement,
lease, or other instrument to which such Shareholder is a party or by which any
of the property or assets of such Shareholder is bound; or (ii) violate any law,
statute, or regulation or any judgment, order, ruling, or other decision of any
governmental authority, court, or arbitrator.

    


    3.1.5                      Agreement Drafted by
Company’s Attorney. The Shareholder acknowledges that Company’s counsel
prepared this Agreement and that the Shareholder: (i) has been advised to seek
the advice of independent counsel; (ii) has had the opportunity to seek the
advice of independent counsel; (iii) has received no representations from the
Company or I1 Connect or I1 Films or Imperiali Telecom, as applicable, about the
tax consequences of this Agreement; (iv) has been advised by the Company that
this Agreement may have tax consequences; (v) has been advised by the Company to
seek the advice of independent tax counsel; and (vi) has had opportunity to seek
the advice of independent tax counsel.

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    3.2           Survival of Representations
and Warranties. Each of the representations and warranties in Sections
3.1 shall survive the Closing until the expiration of all applicable statute of
limitations periods.

    


    SECTION
4.  Representations and
Warranties of Company.

    


    4.1           Company’s Representations
and Warranties. As of the Closing Date, Company represents and warrants
to each Shareholder as follows:

    


    4.1.1                      Capital Structure.
The capitalization of Company consists of 500,000,000 shares of common stock,
$0.001 par value (“Common
Stock”), of which 36,961,319 shares are issued and outstanding. All of
the issued and outstanding capital stock of Company has been duly authorized and
validly issued, and is fully paid and no assessable, free of preemptive rights,
and not subject to any restriction on transfer under the Articles of
Incorporation or Bylaws of Company or any agreement to which Company is a party
or of which Company has been given notice. There are no outstanding
subscriptions, options, warrants, convertible securities, rights, agreements,
understandings, or commitments of any kind relating to the subscription,
issuance, repurchase, or purchase of capital stock or other securities of
Company, or obligating Company to transfer any additional shares of its capital
stock of any class or any other securities.

    


    4.1.2                      Organization and Good
Standing. Company is duly qualified as a Florida corporation and is in
good standing in any jurisdiction in which the conduct of its business or the
ownership of its assets requires such qualification.

    


    4.1.3                      Authorization;
Validity. The execution, delivery, and performance of this Agreement by
Company have been duly and validly authorized by all requisite corporate action.
This Agreement has been duly and validly executed and delivered by Company, and
is the legal, valid, and binding obligation of Company, enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency,
moratorium, reorganization, and other laws of general application affecting the
enforcement of creditors’ rights and by the availability of equitable
remedies.

    


    4.1.4                      Consents. Other than
is set forth herein, no approval, consent, waiver, or authorization of or filing
or registration with any governmental authority or third party is required for
the execution, delivery, or performance by Company of the transactions
contemplated by this Agreement.

    


    4.1.5                      Violations. The
execution, delivery, or performance of this Agreement does not and will not (i)
with or without the giving of notice or the passage of time, or both, constitute
a default under, result in breach of, result in the termination of, result in
the acceleration of performance of, require any consent, approval, or waiver, or
result in the imposition of any lien or other encumbrance on any property or
assets of Company under, any agreement, lease, or other instrument to which
Company is a party or by which any of the property or assets of Company are
bound; (ii) violate any permit, license, or approval required by Company to own
its assets and operate its business; (iii) violate any law, statute, or
regulation or any judgment, order, ruling, or other decision of any governmental
authority, court, or arbitrator; or (iv) violate any provision of Company’s
Articles of Incorporation or Bylaws.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    4.2           Survival of Representations
and Warranties. Each of the representations and warranties in Section 4.1
shall survive the Closing until the expiration of all applicable statute of
limitations periods.

    


    SECTION
5.  Access to
Records.

    


    5.1           Company
agrees that from the date of this Agreement and until the Closing that the
Company shall provide Shareholders and their representatives access to all
records of Company that they reasonably may request.

    


    


    SECTION
6.  Conditions
Precedent to Obligations of Company.

    


    Unless, at the Closing, each of the
following conditions is either satisfied or waived by Company in writing,
Company shall not be obligated to effect the transactions contemplated by this
Agreement:

    


    6.1           Representations and
Warranties. The representations and warranties of each Shareholder shall
be true and correct as of the Closing.

    


    6.2           Items to be Delivered at
Closing. Each Shareholder shall have tendered for delivery to Company the
following:

    


    6.2.1                      Delivery of Shares.
Stock certificates representing 100% of the shares held by each Shareholder duly
endorsed in blank or accompanied by duly executed stock powers with all
requisite transfer tax stamps attached, as more fully described on Schedule
1.2 herein.

    


    6.2.2                      Investment Letter. An
investment letter, in the form attached hereto as Appendix
A, duly executed by each Shareholder.

    


    6.3           Proceedings and Instruments
Satisfactory. All proceedings, corporate or other, to be taken in
connection with the transactions contemplated by this Agreement, and all
documents incident to this Agreement, shall be satisfactory in form and
substance to Company and Company’s counsel, whose approval shall not be withheld
unreasonably.

    


    SECTION
7.  Conditions
Precedent to Obligations of Shareholders.

    


    Unless, at the Closing, each of the
following conditions is either satisfied or waived by the Shareholders in
writing, the Shareholders shall not be obligated to effect the transactions
contemplated by this Agreement.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    7.1           Representations and
Warranties. The representations and warranties of Company shall be true
and correct as of the Closing.

    


    7.2           Items to be Delivered at
Closing. Company shall have tendered for delivery to the Shareholders
stock certificates representing 2,682,000 shares of Common Stock duly issued in
the name of the Shareholders, as more fully described on Schedule
1.2 herein.

    


    7.3           Performance of
Covenants. Company shall have performed and complied in all respects with
the covenants and agreements required by this Agreement.

    


    SECTION
8.  Notices.

    


    Any notice, request, demand, or
communication required or permitted to be given by any provision of this
Agreement shall be deemed to have been delivered, given, and received for all
purposes if written and if (i) delivered personally, by facsimile, or by courier
or delivery service, at the time of such delivery; or (ii) directed by
registered or certified United States mail, postage and charges prepaid,
addressed to the intended recipient, at the address specified below, two
business days after such delivery to the United States Postal
Service.

    


    
      
        	
                 
      

              	
                If
      to Company:

              	
                Daniel
      Imperato

              
	 	 	Imperiali,
      Inc.
	 	 	222
      Lakeview Avenue, Suite 160
	 	 	West
      Palm Beach, Florida 33401
	 	 	 
	 	      
                If
      to a Shareholder:

              	      
                At
      the address set for the on the

              
	 	 	      
                Shareholder’s
      Counter Part Signature Page

              


      

       

      Any party
may change the address to which notices are to be mailed by giving notice as
provided herein to all other parties.

    

    


    SECTION
9.  Miscellaneous.

    


    9.1           Survival of Representations
and Warranties; Limitation of Liability. The representations and
warranties of each of the parties contained herein shall survive the execution
and delivery hereof, and performance of obligations hereunder, and continue in
full force and effect forever hereafter (subject to any applicable statutes of
limitations).

    


    9.2           No Third Party
Beneficiaries. This Agreement shall not confer any rights or remedies
upon any person or entity other than the parties and their respective
successors, assigns, heirs or legal representatives, as the case may
be.

    


    9.3           Entire Agreement.
This Agreement (including the documents referred to herein and the Schedules
hereto) constitutes the entire agreement among the parties and supersedes any
prior understandings, agreements, or representations by or among the parties,
written or oral, to the extent they related in any way to the subject matter
hereof.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    9.4           Succession and
Assignment. This Agreement shall be binding upon and inure to the benefit
of the parties named herein and their respective successors, assigns, heirs or
legal representatives, as the case may be.

    


    9.5           Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together will constitute one and the same
instrument.

    


    9.6           Headings. The
paragraph and subparagraph headings contained in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation
of this Agreement.

    


    9.7           Governing Law. This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Florida without giving effect to any choice or conflict of law
provision or rule that would cause the application of the laws of any
jurisdiction other than the State of Florida.

    


    9.8           Amendments and
Waivers. No amendment of any provision of this Agreement shall be valid
unless the same shall be in writing and signed by each of the parties hereto. No
waiver by any party of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed to extend to any
prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising by virtue of any
prior or subsequent such occurrence.

    


    9.9           Severability. Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction.

    


    9.10           Conflict of Terms. In
the event of a conflict of terms and conditions between this Agreement and any
other agreement, the terms and conditions of this Agreement shall
prevail.

    


    9.11           General Interpretive
Principles. For purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

    


    9.11.1                      The
terms defined in this Agreement include the plural as well as the singular, and
the use of any gender herein shall be deemed to include the other
gender;

    


    9.11.2                      Accounting
terms not otherwise defined herein have the meanings given to them in accordance
with generally accepted accounting principles;

    


    9.11.3                      References
herein to “paragraphs”, “subparagraphs” and other subdivisions without reference
to a document are to designated paragraphs, subparagraphs and other subdivisions
of this Agreement;

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    9.11.4                      A
reference to a subparagraph without further reference to a paragraph is a
reference to such subparagraph as contained in the same paragraph in which the
reference appears;

    


    9.11.5                      The
words “herein”, “hereof”, “hereunder” and other words of similar import refer to
this Agreement as a whole and not to any particular provision; and

    


    9.11.6                      The
term “include” or “including” shall mean without limitation by reason of
enumeration.

    


    9.11.7                      Incorporation
of Schedules. The schedules identified in this Agreement are incorporated herein
by reference and made a part hereof.


     

    
      
        	      
                ATTEST:

              	      
                COMPANY:

              	 
	 	 	 	 
	
                By:
      _________________

              	
                By:
      

              	/s/ Daniel
      J. Imperato	 
	 	 	Daniel
      J. Imperato,	 
	 	 	
                Interim
      Non-Executive Chairman Emeritus

              	 
	 	 	 	 
	 	      
                SHAREHOLDERS:

              	 


      

    

     

     

    


    [See
Counterpart Signature Pages Attached]

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    COUNTERPART
SIGNATURE PAGE

    TO

    SHARE EXCHANGE
AGREEMENT

    (the
“Exchange
Agreement”)

    dated
December 15, 2008

    between
and among

    Imperiali,
Inc.

    and

    the
Shareholders whose signatures

    appear on
the Counterpart Signature Pages thereto

    ---------------------------------------------------------------------

    


    By execution of this Counterpart
Signature Page and upon acknowledgment by Imperiali, Inc., the undersigned
agrees to become a party to and be bound by the terms of the Exchange Agreement,
and the undersigned shall be deemed a "Shareholder" under the Exchange
Agreement.

    


    


    
      	
              [Individuals]

            	
              [Entities]

            
	 
      	 
      
	 
      	 
      
	
              __________________________________

            	
              ___________________________________

            
	 
      	 
      
	 
      	
              By:________________________________

            
	
              Name:
      _________________

            	
              Name:______________________________

            
	 
      	
              Title:_______________________________

            
	
              Date:
      __________________

            	
              Date:____________________________

            
	 
      	 
      


    

    


    


    ACKNOWLEDGMENT:

    


    Imperiali, Inc. hereby acknowledges
execution of this Counterpart Signature Page by the above
Shareholder(s).

    


    IMPERIALI,
INC.

    


    By:________________________

    Daniel J.
Imperato,

    Interim
Non-Executive Chairman Emeritus


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    Schedule
1.2

    


    Transfer
of Shares of Stock

    


    Pursuant
to the terms of the Share Exchange Agreement, on the Closing Date, the
(i)  I1 Connect Shareholders shall exchange all 2,504,000 shares of
their common stock of I1 Connect for 2,504,000 shares of Common Stock
of the Company, which constitutes a 1:1 basis; (ii) I1 Films Shareholders
shall exchange all 176,000 shares of their common stock of I1 Films for 176,000
shares of Common Stock of the Company, which constitutes a 1:1 basis;
and (iii) Imperiali Telecom Shareholders shall exchange all 2,000 shares of
their common stock of Imperiali Telecom for 2,000 shares of Common Stock
of the Company, which constitutes a 1:1 basis. Accordingly, each
Shareholder agrees to deliver to the Company his original common stock share
certificate(s) (in the specific amounts set forth next to such Shareholder’s
names), along with any necessary stock transfer stamps and duly executed stock
powers in a form satisfactory to Company; and Company agrees to deliver to each
Shareholder Common Stock share certificates representing the number of shares of
Company in the specific amounts set forth next to such Shareholder’s
name.

    


    
      	
               

               

               

            	
              No.
      of Shares of Common Stock to be Delivered
      by  Shareholder:

            	
            
	 
      
              Name
      of Shareholder

            	I1
      Connect	I1
      Films	Imperiali
      Telecom	      
              No.
      of Shares of Common Stock to be Issued to
    Shareholder

            
	 
      	 
      	 
      	 
      	 
      
	
              ARATIN,
      GREG

            	
              20,000

            	
              -

            	
              -

            	
              20,000

            
	
              BAUM,
      KURT

            	
              10,000

            	
              -

            	
              -

            	
              10,000

            
	
              BELL,
      DAVID A

            	
              2,500

            	
              5,000

            	
              2,000

            	
              9,500

            
	
              BELL,
      MICHAEL

            	
              2,500

            	
              -

            	
              -

            	
              2,500

            
	
              BONER,
      MELVIN

            	
              5,000

            	
              -

            	
              -

            	
              5,000

            
	
              BONER,
      NEIL

            	
              20,000

            	
              -

            	
              -

            	
              20,000

            
	
              BRICMONT,
      BERNARD

            	
              15,000

            	
              20,000

            	
              -

            	
              35,000

            
	
              BRY,
      WILLIAM E

            	
              25,000

            	
              6,000

            	
              -

            	
              31,000

            
	
              CRISI,
      _____

            	
              1,000

            	
              -

            	
              -

            	
              1,000

            
	
              FORT
      SMITH WASTE PAPER

              COMPANY
      BROKERS-GRADERS

              AND
      PACKERS OF WASTE PAPER

            	
              1,000,000

            	
              -

            	
              -

            	
              1,000,000

            
	
              GILBERT,
      JOHN A & SANDY

            	
              80,000

            	
              -

            	
              -

            	
              80,000

            
	
              GIOSEFFI,
      TOM

            	
              40,000

            	
              -

            	
              -

            	
              40,000

            
	
              GLICKMAN,
      Z.

            	
              2,500

            	
              -

            	
              -

            	
              2,500

            
	
              GOEBEL,
      GREG

            	
              2,500

            	
              -

            	
              -

            	
              2,500

            
	
              HAMBURGER,
      JULIAN

            	
              10,000

            	
              -

            	
              -

            	
              10,000

            
	
              HANDY,
      TOM L.

            	
              30,000

            	
              10,000

            	
              -

            	
              40,000

            
	
              HARNISH,
      PAUL & DOROTHY K.

            	
              216,000

            	
              -

            	
              -

            	
              216,000

            
	
              HAUBENSTRICKER,
      JOHN & BETH

            	
              3,000

            	
              -

            	
              -

            	
              3,000

            
	
              JORDAN,
      GEORGE & BETTE P.

            	
              60,000

            	
              -

            	
              -

            	
              60,000

            
	
              KRAUSER,
      JACK T

            	
              20,000

            	 
      	
              -

            	
              20,000

            
	
              KRIEL,
      EDWIN HAYWOED

            	
              30,000

            	
              -

            	
              -

            	
              30,000

            
	
              LAMBERT,
      RAYMOND S

            	
              50,000

            	
              -

            	
              -

            	
              50,000

            
	
              LONG,
      M.B.

            	
              650,000

            	
              -

            	
              -

            	
              650,000

            
	
              MAIN,
      RALPH R

            	
              20,000

            	
              -

            	
              -

            	
              20,000

            
	
              MCLANSEY,
      JOSE W. JR.

            	
              38,000

            	
              -

            	
              -

            	
              38,000

            
	
              MCRAE,
      E.R.

            	
              5,000

            	
              -

            	
              -

            	
              5,000

            
	
              MOLDEN,
      NICK

            	
              2,500

            	
              5,000

            	
              -

            	
              7,500

            
	
              PECK,
      ____

            	
              2,000

            	
              -

            	
              -

            	
              2,000

            
	
              PENDLETON,
      PAUL B & ELIZABETH

            	
              5,000

            	
              -

            	
              -

            	
              5,000

            
	
              PYSCZYNSKI,
      STAN

            	
              4,000

            	
              -

            	
              -

            	
              4,000

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              ROSENTHAL,
      ROBERTO L.

            	
              10,000

            	
              -

            	
              -

            	
              10,000

            
	
              SANDERS,
      EUGENE A. OR BETSY

            	
              -

            	
              30,000

            	
              -

            	
              30,000

            
	
              SOENNEKER,
      HENRY

            	
              5,000

            	
              -

            	
              -

            	
              5,000

            
	
              TARRANT,
      THOMAS

            	
              100,000

            	
              -

            	
              -

            	
              100,000

            
	
              VIGIL,
      RONALD W

            	
              10,000

            	
              -

            	
              -

            	
              10,000

            
	
              WAYLONIS,
      J. ROBERT

            	
              5,000

            	
              100,000

            	
              -

            	
              105,000

            
	
              WILLIS,
      ARTUR

            	
              2,500

            	
              -

            	
              -

            	
              2,500

            
	 
      	 
      	 
      	 
      	 
      
	
              TOTAL

            	
              2,504,000

            	
              176,000

            	
              2,000

            	
              2,682,000

            


    

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    Appendix
A

    


    Investment
Letter

    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    INVESTMENT
LETTER

    


    In connection with the issuance to me
of shares of Imperiali, Inc., a Florida corporation (the "Company"), I represent that
those shares are being acquired for investment and not with a view to, or for
resale in connection with, any distribution of those shares.

    


    I intend to hold the shares issued to
me for investment for my own account and I do not presently intend to dispose of
all or any part of those shares.

    


    I understand that the shares issued to
me will not have been registered under the Securities Act of 1933, as amended,
by reason of a specific exemption under the provisions of the Act.

    


    I am an "Accredited Investor", as that
term is defined in Rule 501 of Regulation D promulgated under the Securities Act
of 1933, as amended (the "Securities Act"), who, alone
or with my advisors, have the ability and investment sophistication to
understand the information provided to me and to determine any need which I may
have for additional information.

    


    I hereby represent to the Company that
I have sufficient knowledge and experience in financial and business matters to
evaluate the potential risk of this investment and that I have been afforded
access to all information concerning the Company that I have reasonably
requested.

    


    I consent that the Company, if it so
desires, may permit the transfer of shares referred to in this letter without
registration under the Securities Act only upon compliance with the condition
that (i) I give prior written notice to counsel for the Company, setting forth
my intention to effectuate the transfer and describing briefly the manner of
proposed transfer, and (ii) I thereafter receive an opinion of counsel for the
Company, or a "no action" letter from the Securities and Exchange Commission,
that the proposed transfer may be effected lawfully without registration of the
shares under the Securities Act.

    


    I agree that a legend to that effect
shall be placed on the certificate or certificates delivered to me or any
substitute therefore.

    


    I further agree that the Company may
place a stop-transfer order with the Company's transfer agent prohibiting
transfer of the shares until the above conditions and terms have been
fulfilled.

    


    Very
truly yours,

    _____________________

    _____________________

    _____________________

    Print
Name(s) and Capacity

    


    Dated:
________, 2008

     

     

     

    13