sc13da1ex10i_timberjack.htm


     

     

    
      Exhibit
10.1

       

       

      SUBSCRIPTION
AGREEMENT

       

      THIS
SUBSCRIPTION AGREEMENT, dated as of September 15, 2008 (this “Agreement”), by
and between PARAGON CAPITAL LP, a Delaware limited partnership (the
“Purchaser”); and TIMBERJACK SPORTING SUPPLIES, INC., a Nevada corporation
(“Company,” and together with the Purchaser, the “parties” or
“Party”).

       

      W I T N E
S S E T H

       

      WHEREAS,
the Purchaser desires to subscribe and purchase a total of 375,500,000 shares
(the “Shares”) of common stock of the Company, par value $0.001 per share (the
“Common Stock”), which will represent approximately 90.01% of the Company’s
issued and outstanding shares of the Common Stock of the Company upon the
consummation of the transaction(s) contemplated by this Agreement pursuant to
the terms and conditions set forth herein;

       

      WHEREAS,
the Shares shall be delivered to Purchaser in two (2) tranches, the first such
tranche for a total of 75,500,000 shares to be delivered concurrent with the
execution of this Subscription Agreement on the date as set forth in Section 1.2
below, (the “Tranche I Shares”) and the second tranche, for a total of
300,000,000 shares to be delivered subject to certain enumerated conditions as
set forth in Section 3.7 below on such date as further specified in Section 1.2
below (the “Tranche II Shares,” and together with the Tranche I Closing Shares,
the “Shares”);

       

      WHEREAS,
the Purchaser desires to buy the Shares pursuant on the terms and conditions set
forth herein, and

       

      NOW
THEREFORE, in consideration of the promises and respective mutual agreements
herein contained, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as to the following:

       

      SALE AND
PURCHASE OF THE SHARES

       

      Sale of
the Shares.  Subject to the terms and conditions set forth herein, on
the basis of the representations, warranties and covenants herein contained, at
the Closing(s) as described in Section 1.2 below, the Company hereby agrees to
sell, assign, transfer and deliver the Shares to the Purchaser, and the
Purchaser agrees to purchase the Shares from the Company.

       

      The
Closing(s).  The purchase of the Shares shall take place at the office
of the Company in San Dimas, California or such other place as the Purchaser and
Company may mutually agree.

       

      The
Tranche I Shares shall be delivered to Purchaser simultaneously
with  the due execution and delivery of this Agreement and further
subject to satisfactory payment at the direction of Company in the amount of
$56,625.00 for the Tranche I Shares, on or about September 15, 2008, herein
referred to as the “Tranche I Closing Date.”

       

      (b)           The
Tranche II Shares shall be delivered to Purchaser, if at all, on a date termed
herein as the “Tranche II Closing Date,” and with the Tranche I Closing Date,
the “Closings.” This date shall one (1) business day subsequent to the
satisfaction of certain conditions and contingencies as specified in Section 3.7
below.  Until such time as the Tranche II Shares are paid for in full
at the direction of the Company, the term or phrase “Direction of the Company”
as used in this Agreement, shall mean the direction of the presently appointed
Chief Executive Officer or in the case of his demise or incapacitation, his duly
appointed successor subject to the terms and conditions as set forth in Sections
3.8 and 3.9.

       

      Instruments
of Conveyance and Transfer.  At the each of the respective Closings,
Company shall deliver a certificate(s) representing the Shares to the Purchaser
in the name of the Purchaser (“Certificate(s)”), as shall be effective to vest
in the Purchaser all right, title and interest in and to all of the
Shares.

       

      Consideration
and Payment for the Shares.  In consideration for the Shares, the
Purchaser shall pay to the Company a total purchase price of $281,625 (the
“Purchase Price”). The Purchase Price shall be placed into an escrow account and
disbursed pursuant to an escrow agreement attached hereto as Exhibit
A.

       

      REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE COMPANY

       

      The
Company hereby represents, warrants and covenants to the Purchaser that, to the
best of its Knowledge, the following.  “Knowledge” means the actual
knowledge of any officers or directors of the Company, or the Company after
making appropriate inquiry of others in the organization having responsibility
in the areas of the matters covered by this Agreement.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      Due
Organization.  The Company is a corporation duly formed, validly
existing and in good standing under the laws of the state of its incorporation
with full power and authority to own, lease, use, and operate its properties and
to carry on its business as and where now owned, leased, used, operated and
conducted. The Company is duly qualified to conduct its business in all states
and jurisdictions which require the Company to be so qualified.The copy of the
Articles of Incorporation and the Bylaws of the Company, which has previously
been delivered to Purchaser, is a true, complete and correct copy of such
document as in effect as of the date of this Agreement. Other than provided
to the Purchaser, there have been no amendments, restatements or other changes
to the Company’s Certificate of Incorporation or amendments, restatements or
other changes made to the Company’s bylaws.

       

      Subsidiaries.
The Company has no subsidiaries.

       

      Company
Authority.  The Company has all requisite corporate power and
authority to enter into and perform this Agreement and to consummate the
transactions contemplated herein.

       

      Due
Authorization.  The execution, delivery and performance by the Company
of this Agreement has been duly and validly authorized and no further consent or
authorization of the Company, its Board of Directors or its stockholders is
required.

       

      Binding
Agreement.  This Agreement constitutes, and upon execution and
delivery thereof by the Company, will constitute, a valid and binding agreement
of the Company, enforceable by and against the Parties in accordance with its
terms, except as may be limited by applicable bankruptcy, insolvency or similar
laws affecting creditor’s rights generally or the availability of equitable
remedies.

       

      No
Violation of Corporate Documents or Agreements.  The execution and
delivery of this Agreement by the Company and the performance by the Company of
its obligations hereunder will not cause, constitute, or conflict with or result
in (i) any breach or violation, or give rise to a right of termination,
cancellation or acceleration of any obligation or to loss of a material benefit
under, or to increased, additional, accelerated or guaranteed rights or
entitlements of any person under any of the provisions of, or constitute a
default under, any license, indenture, mortgage, charter, instrument,
certificate of incorporation, bylaw, judgment, order, decision, writ,
injunction, or decree or other agreement or instrument or proceeding to which
the Company or stockholders are a party, or by which they may be bound, nor will
any consents or authorizations of any party other than those hereto by required,
(ii) an event that would cause the Company to be liable to any party, or (iii)
an event that would result in the creation or imposition or any lien, charge or
encumbrance on any asset of the Company or on the Shares to be acquired by the
Purchaser.

       

      Authorized
Capital, No Preemptive Rights, No Liens; Anti-Dilution.  As of the
date hereof, the authorized capital of the Company is 980,000,000 shares of
Common Stock, par value $0.001 per share, and 5,000,000 shares of Preferred
Stock, par value $0.001 per share.  The issued and outstanding capital
stock of the Company as of the date of this Agreement is 45,500,000 shares of
Common Stock and no issued or outstanding shares of Preferred
Stock.  All of the shares of capital stock are duly authorized,
validly issued, fully paid and non-assessable.  No shares of capital
stock of the Company are subject to preemptive rights or similar rights of the
stockholders of the Company or any liens or encumbrances imposed through the
actions or failure to act of the Company, or otherwise.  As of the
date hereof, (i) there are no outstanding options, warrants, convertible
securities, scrip, rights to subscribe for, puts, calls, rights of first
refusal, tag-along agreements, nor any other agreements, understandings, claims
or other commitments or rights of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for any shares of capital
stock of the Company, or arrangements by which the Company is or may become
bound to issue additional shares of capital stock of the Company, (ii)
there are no agreements or arrangements under which the Company is obligated to
register the sale of any of its securities under the Securities Act of 1933, as
amended (the “Securities Act”), and (iii) there are no anti-dilution or price
adjustment provisions contained in any security issued by the Company (or in the
Company’s certificate of incorporation or bylaws or in any agreement providing
rights to security holders) that will be triggered by the transactions
contemplated by this Agreement. The Company has furnished to the Purchaser true
and correct copies of the Company’s certificate of incorporation and bylaws in
full force and effect and certified by the Secretary of the Company to such
effect as of the Closing(s) Date.

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Private
Placement.  The Company is selling the Shares to the Purchaser without
registration pursuant to the exemptions afforded the Company under Section 4(2)
of the Securities Act  and will take any and all actions to make such
exemption available.   Upon the requisite time under Rule 144 of
the Securities Act and at such that the Purchaser shall request any and all
restrictive legends to be removed from the Certificate(s) evidencing the Shares
which would prevent the sale thereof, and upon the delivery of an opinion of
counsel acceptable to the Company and such other customary forms, the Company
shall take any and all actions available to it to have such restrictive legends
removed from such Certificate(s) in order that they may be traded by the
Purchaser or sold in a privately negotiated sale.  The Company shall
at no time place a “Stop Order” on the Shares.

       

      No
Governmental Action Required.  The execution and delivery by the
Company of this Agreement does not and will not, and the consummation of the
transactions contemplated hereby will not, require any action by or in respect
of, or filing with, any governmental body, agency or governmental
official.

       

      Compliance
with Applicable Law and Corporate Documents. To the best of its Knowledge (which
shall mean the actual and constructive knowledge of the officer, directors,
agents and representatives of the Company), the Company is in compliance with
and conforms to all statutes, laws, ordinances, rules, regulations, orders,
restrictions and all other legal requirements of any domestic or foreign
government or any instrumentality thereof having jurisdiction over the conduct
of its businesses or the ownership of its properties

       

      Financial
Statements.  (a) The Purchaser has received a copy of the reviewed
financial statements of the Company for the quarter ended June 30, 2008 and an
unaudited Balance Sheet as of the date of the Closing(s) or such other time as
may be reasonably agreed to by the Company and the Purchaser (“Financial
Statements”).  The Financial Statements fairly present the financial
condition of the Company at the dates indicated and its results of their
operations and cash flows for the periods then ended and, except as indicated
therein, reflect all claims against, debts and liabilities of the Company, fixed
or contingent, and of whatever nature.  (b) Since June 30, 2008
(the “Balance Sheet Date”), there has been no material adverse change in the
assets or liabilities, or in the business or condition, financial or otherwise,
or in the results of operations or prospects, of the Company, whether as a
result of any legislative or regulatory change, revocation of any license or
rights to do business, fire, explosion, accident, casualty, labor trouble,
flood, drought, riot, storm, condemnation, act of God, public force or otherwise
and no material adverse change in the assets or liabilities, or in the business
or condition, financial or otherwise, or in the results of operation or
prospects, of the Company except in the ordinary course of
business.  (c) Since the Balance Sheet Date, the Company has not
suffered any damage, destruction or loss of physical property (whether or not
covered by insurance) affecting its condition (financial or otherwise) or
operations (present or prospective), nor has the Company issued, sold or
otherwise disposed of, or agreed to issue, sell or otherwise dispose of, any
capital stock or any other security of the Company and have not granted or
agreed to grant any option, warrant or other right to subscribe for or to
purchase any capital stock or any other security of the Company or has incurred
or agreed to incur any indebtedness for borrowed money.  (d) The
Financial Statements are contained in the Company’s filings and reports made
with the Securities and Exchange Commission (“SEC”) since the Company’s
formation (the “SEC Reports”).

       

      SEC
Reports. The Company’s SEC Reports are (i) accurate and complete, (ii)
contain all information required to be filed under the rules and regulations of
the SEC, (iii) are not subject to any outstanding SEC comment letters or
inquiries, and (iv) do not contain any false statement of fact or fail to
state any fact necessary to make the facts stated therein not
misleading.  The Company has timely filed all periodic reports,
registrations and statements, including any amendment thereto, required to be
filed with the SEC. The Company has never been subject to any investigation,
injunction or cease and desist action by the Securities and Exchange Commission
or other federal or state regulatory agency and to its Knowledge is not
currently subject to such pending or threatened actions.

       

      SEC
Status. The Company is a “filer” under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).

       

      No
Litigation.  The Company is not a party to any suit, action,
arbitration, or legal, administrative, or other proceeding, or to their
Knowledge, pending or threatened governmental investigation.  The
Company is not subject to or in default with respect to any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department, agency, or instrumentality.

       

      No Taxes.
The Company is not, and will not, to the best of its knowledge, become with
respect to any periods ending on or prior to the Closing(s) Date, liable for any
income, sales, withholding, franchise, excise, license, real or personal
property taxes (a “Tax”) to any foreign, United States federal, state or local
governmental agencies whatsoever. 

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      All
United States federal, state, county, municipality local or foreign income Tax
returns and all other material Tax returns (including information returns) that
are required, or have been required, to be filed by or on behalf of the
Company has been or will be filed as of the Closing(s) Date and all Taxes due
pursuant to such returns or pursuant to any assessment received by the Company
have been or will be paid as of the Closing(s) Date.  The
charges, accruals and reserves on the books of the Company in respect of
taxes or other governmental charges have been established in accordance with the
tax method of accounting. All returns of the Company that have been filed
relating to Tax are true and accurate in all material respects.  No
audit, action, suit, proceeding or other examination regarding taxes for which
the Company may have any liability is currently pending against or with respect
to the Company and the Company has not received any notice (formally or
informally) of any audit, suit, proceeding or other examination.  No
material adjustment relating to any Tax returns, no Closing(s) or similar
agreement have been entered into or issued or have been proposed (formally or
informally) by any tax authority (insofar as such action relate to activities or
income of or could result in liability of the Company for any Tax) and no basis
exists for any such actions.  The Company has not changed any
election, adopted or changed any accounting method or period, filed any
amended return for any Tax, settled any claim or assessment of any Tax, or
surrendered any right to claim any refund of any Tax, or consented to any
extension or waiver of the statute of limitations for any Tax.  The
Company has not had an “ownership change” as that term is defined in Section 382
of the Internal Revenue Code of 1986, as amended and in effect.

       

                      
 Conduct of the Business.  The Company is a shell company as
defined in Rule 12b-2 of the Exchange.  From and after June 30, 2008
until the Closing(s) Date:

       

      The
Company has not made any expenditures or entered into any commitments which,
when compared to past operations of their businesses, are unusual or
extraordinary or outside the scope of the normal course of routine
operations;

       

      The
Company has kept in a normal state of repair and operating efficiency all
tangible personal property used in the operation of their
businesses;

       

      The
Company has used their best efforts to maintain the good will associated with
their businesses, and the existing business relationships with their agents,
customers, lessors, key employees, suppliers and other persons having relations
with them;

       

      The
Company has not entered into any contract, agreement or action, or relinquished
or released any rights or privileges under any contracts or agreements, the
performance, violation, relinquishment or release of which could, on the date on
which such contract or agreement was entered into, or such rights or privileges
were relinquished or released, be reasonably foreseen to have a material
adverse effect;

       

      The
Company has not made, or agreed to make, any acquisition of stock or assets of,
or made loans to, any person not in the ordinary course of
business;

       

      The
Company has not sold or disposed of any assets or created or permitted to exist
any encumbrance on their assets except (x) in the ordinary course of business
and which could not, on the date of such sale, disposition, creation or
permission, be reasonably foreseen to have a material adverse effect or (y) as
otherwise permitted by this Agreement;

       

      The
Company has kept true, complete and correct books of records and accounts with
respect to their businesses, in which entries will be made of all transactions
on a basis consistent with past practices and in accordance with the tax method
of accounting consistently applied by the Company;

       

      The
Company has paid current liabilities as and when they became due and have paid
or incurred no fees and expenses not in the ordinary course of their
businesses;

       

      There has
been no declaration, setting aside or payment of any dividend or other
distribution in respect of any Shares or any other securities of the Company
(whether in cash or in kind);

       

      The
Company has not redeemed, repurchased, or otherwise acquired any of their
securities or entered into any agreement to do so;

       

      The
Company has not made any loan to, or entered into any other transaction with,
any of their directors, officers, and employees;

       

      The
Company has not made or pledged to make any charitable or other capital
contribution outside the ordinary course of business; and

       

       

      
        
          
          

        

        
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      There has
not been any other occurrence, event, incident, action, failure to act or
transaction outside the ordinary course of business that would have a material
adverse effect.

       

      Liabilities.

       

      Except as
set forth in the Financial Statements, the Company has no liabilities or
obligations. It is a condition to Closing(s) that the Company will have no
liabilities upon transfer of the Shares to the Purchaser.

       

      Since
June 30, 2008, the Company has not:

       

      subjected
to encumbrance, or agreed to do so to any of their assets, tangible or
intangible other than purchase money liens in the ordinary course of business on
equipment used in the conduct of business and incurred to finance the purchase
price of the equipment involved and which do not cover any other asset of the
Company;

       

      except as
otherwise contemplated hereby, engaged in any transactions affecting their
businesses or properties not in the ordinary course of business consistent with
past practice or suffered any extraordinary losses or waived any rights of
substantial value except in the ordinary course of business; or

       

      other
than in the ordinary course of business consistent with past practice, granted
or agreed to grant, or paid or agreed to pay any increase in the rate of wages,
salaries, bonuses or other remuneration of any officer, director or consultant
of the Company or any increase of 5% or more in the rate of wages, salaries,
bonuses or other remuneration of any non-officer/director or employee or become
a party to any employment contract or arrangement with any of its directors,
officers, consultants or employees or become a party to any contract or
arrangement with any director, officer, consultant or employee providing for
bonuses, profit sharing payments, severance pay or retirement benefits, other
than as set forth in any Exhibit or Schedule hereto.

       

      ERISA
Compliance.  The Company maintains no “employee benefit plan” within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of
1974 (“ERISA”), under which the Company or any ERISA Affiliate has any current
or future obligation or liability or under which any employee of the Company or
any ERISA Affiliate has any current or future right to benefits.

       

      Compliance
with Law.  To the best of its Knowledge, the Company has complied
with, and is not in violation of any provision of laws or regulations of
federal, state or local government authorities and agencies, including any
environmental laws and regulations. There are no pending or threatened
proceedings against the Company by any federal, state or local government, or
any department, board, agency or other body thereof.

       

      Consents;
No Preemptive Rights.  No third parties consents are required to be
obtained in connection with the execution and delivery of this Agreement and
Escrow Agreement and the consummation of the transactions contemplated by this
Agreement and the Escrow Agreement nor as a result of the change of control of
the Company hereby. There are no preemptive rights of any third party to
purchase securities of the Company.

       

      Agreements.  The
Company is not a party to any material agreement, loan, credit, lease, sublease,
franchise, license, contract, commitment or instrument or subject to any
corporate restriction.  True, correct and complete copies of all such
loan or credit agreements have been delivered to the
Purchaser.  Neither the Company nor any other party is in default
under any such agreement, loan, credit, lease, sublease, franchise, license,
contract, commitment, instrument or restriction.  No such instrument
requires the consent of any other party thereto in order to consummate the sales
of the Shares hereby.

       

      No
Broker’s Fees.  There are no brokers or dealers of the
Company.  There are no fees issued or outstanding nor will there by
upon the consummation of the transaction(s) be, payable to any brokers or
finder.

       

      Title to
Assets. The Company has good and marketable title to, or a valid leasehold
interest in, the properties and assets used by it, located on its premises, or
shown on the Company Balance Sheet or were acquired after the date of such
balance sheet. The Company owns or has valid contractual rights to use all of
the assets of the business and rights necessary to operate the business of the
Company as currently conducted.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      2.24     Bank
Accounts. The Company has disclosed to the Purchaser a list of
and other pertinent information relating to all bank accounts maintained by the
Company and identifies each individual having signatory authority with respect
to each such account.

       

                 Affiliate
Transactions. There are no material agreements, contracts, transfers of assets
or liabilities or other commitments or transactions, whether or not entered into
in the ordinary course of business, to or by which the Company or any of its
Affiliates are or have been a party or otherwise bound or affected, and that (a)
are currently pending, in effect or have been in effect at any time since June
30, 2008 or (b) involve continuing liabilities and obligations that,
individually or in the aggregate, have been, are or will be material to the
Company taken as a whole.

       

                 Derivative
Transactions and Hedging. There are no Derivative Transactions (including each
outstanding commodity or financial hedging position) entered into by the Company
or for the account of any of its customers as of the date of this
Agreement.  All such Derivative Transactions were, and any Derivative
Transactions entered into after the date of this Agreement will be, entered into
in accordance with applicable Laws, and in accordance with the investment,
securities, commodities, risk management and other policies, practices and
procedures employed by the Company, and were, and will be, entered into with
counterparties believed at the time, still believes to be financially
responsible and able to understand (either alone or in consultation with their
advisers) and to bear the risks of such Derivative Transactions.  The
Company has, and will have, duly performed all of its obligations under the
Derivative Transactions to the extent that such obligations to perform have
accrued, and there are and will be no breaches, violations, collateral
deficiencies, requests for collateral or demands for payment, or defaults or
allegations or assertions of such by any party thereunder. "Derivative
Transaction" means any swap transaction, option, warrant, forward purchase or
sale transaction, futures transaction, cap transaction, floor transaction or
collar transaction relating to one or more currencies, commodities, bonds,
equity securities, loans, interest rates, catastrophe events, weather-related
events, credit-related events or conditions or any indexes, or any other similar
transaction (including any option with respect to any of these transactions) or
combination of any of these transactions, including collateralized mortgage
obligations or other similar instruments or any debt or equity instruments
evidencing or embedding any such types of transactions, and any related credit
support, collateral or other similar arrangements related to such
transactions.

       

                 Bankruptcy.
The Company has not made a general assignment for the benefit of creditors,
filed any voluntary petition in bankruptcy or suffered the filing of an
involuntary petition by the Company's creditors, suffered the appointment of a
receiver to take possession of all, or substantially all, of the Company's
assets, suffered the attachment or other judicial seizure of all, or
substantially all, of the Company's assets, admitted in writing its inability to
pay its debts as they come due or made an offer of settlement, extension or
composition to its creditors generally.

       

                 Full
Disclosure. Neither the Company, its officers, directors, agents or
representatives nor any of their Affiliates has failed to disclose to Purchaser,
its officers, directors, agents and representatives any facts material to the
assets, properties, liabilities, business, prospects, results of operations or
condition (financial or other) of the Company taken as a whole.  No
representation or warranty by the Company in this Agreement and no
statement contained in any document (including the Company’s financial
statements), certificate, or other writing furnished or to be furnished by the
Company or any of its representatives pursuant to the provisions hereof or in
connection with the transactions, contains or will contain any untrue statement
of material fact or omits or will omit to state any material fact necessary, in
light of the circumstances under which it was made, in order to make the
statements herein or therein not misleading.

       

      Survival
of Representations.  The representations and warranties herein by the
Company are true and correct in all material respects on and as of the
Closing(s) Date with the same force and effect as though said representations
and warranties had been made on and as of the Closing(s) Date and will survive
any termination of this Agreement.

       

      REPRESENTATIONS,
WARRANTIES AND COVENANTS OF THE PURCHASER

       

      Unless
specifically stated otherwise, the Purchaser represents, warrants and covenants
that the following are true and correct as of the date hereof and will be true
and correct through the Closing(s) Date as if made on that date:

       

      Agreement’s
Validity. This Agreement has been duly executed and delivered by the Purchaser,
has been duly authorized by the Purchaser, and constitutes a legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency or similar laws affecting creditors’ rights generally or the
availability of equitable remedies.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      Investment
Intent. The Purchaser is acquiring the Shares for its own account for investment
and not with a view to, or for sale or other disposition in connection with, any
distribution of all or any part thereof.

       

      Restricted
Securities.  The Purchaser understands that the Shares have not been
registered pursuant to the Securities Act or any applicable state securities
laws, that the Shares will be characterized as “restricted securities” under
federal securities laws, and that under such laws and applicable regulations the
Shares cannot be sold or otherwise disposed of without registration under the
Securities Act or an exemption therefrom.

       

      Legend.
It is agreed and understood by the Purchaser that the Certificate(s) evidencing
the Shares shall each conspicuously set forth on the face or back thereof a
legend in substantially the following form:

       

      THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. AS
AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID
ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

       

      Disclosure
of Information. The Purchaser acknowledges that it has been furnished with
information regarding the Company and its business, assets, results of
operations, and financial condition to allow the Purchaser to make an informed
decision regarding an investment in the Shares.  The Purchaser
represents that it has had an opportunity to ask questions of and receive
answers from the Company regarding the Company and its business, assets, results
of operation, and financial condition.

       

      Accredited
Investor.  The Purchaser represents and warrants that it is an
“accredited investor” as that term is defined under Rule 501 of Regulation D of
the Securities Act and applicable state law.

       

      Tranche
II Shares.   The Purchaser represents and warrants that it hereby
irrevocably covenants to proceed with the purchase of the Tranche II Shares
subject only to the following enumerated conditions:

       

      The
Company shall cause to be prepared and timely filed all periodic reports,
including but not limited to Form 10-K and Form 10-Q, with the Securities and
Exchange Commission (the “SEC”) in accordance with its obligations as a fully
reporting issuer subject to the Exchange Act reporting
requirements;

       

      The
Company shall cause to be prepared and timely filed a Form 8-K with the
Securities and Exchange Commission (the “SEC”) in accordance with its
obligations as a fully reporting issuer subject to the Exchange Act, reporting
requirements;

       

      The
Company’s common stock remains listed and traded on the OTCBB® as of the Tranche
II Closing Date;

       

      The
Company will not have authorized and issued any securities (debt or equity,
option or warrants or other securities exchangeable for or convertible into
securities of common stock) and will not incur any liabilities that would
otherwise be paid from the proceeds of the Tranche II Share from the filing
of its quarterly report for the third quarter on Form 10-Q to the Tranche II
Closing Date; and

       

      Ted D.
Campbell II shall remain the sole officer and director of the Company and shall
resign upon the Tranche II Closing Date.

       

      If the
conditions described by this Section 3.7 are subsequently satisfied, then the
Purchaser shall render payment for the Tranche II Shares in the amount of
$225,000 as directed by the Company on the Tranche II Closing Date as specified
in Section 1.2(b).  If, notwithstanding the satisfaction of these
conditions (3.7(a)-(d),) Purchaser fails to render payment for the Tranche II
Shares in accordance herewith, Purchaser acknowledges that the Company would not
have an adequate remedy at law for money damages for breach of this
covenant.

       

      Market
Stand-Off Agreement.  The Purchaser hereby agrees that, until such
time as the proceeds of sale of the Tranche II Shares amounting to the sum of
$225,000 are paid for in full at the Company’s direction, the Purchaser and any
Affiliate (as that term is defined under Rule 405 under the Securities Act)
shall not, directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise transfer or dispose of any securities of the Company.  In
order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to such securities of the Purchaser (and the shares or
securities of every other person subject to the foregoing restriction) until
such payment is rendered in full.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      Stand-Still
Agreement. Except for the acquisition of the Tranche I Shares or as otherwise
contemplated by this Agreement, the Purchaser hereby agrees that UNTIL SUCH TIME
AS THE SUM OF $225,000 REPRESENTING THE PROCEEDS OF PAYMENT FOR THE TRANCHE II
SHARES ARE PAID FOR IN FULL AS DIRECTED BY THE COMPANY, that neither the Company
nor the Purchaser (nor any Affiliate of the Purchaser) as that term is defined
in Rule 405 under the Securities Act (regardless of whether such person or
entity is an Affiliate on the date hereof) will (i) cause to be issued any
securities (equity or debt or combination thereof) of the Company by purchase or
otherwise or direct or indirect rights or options to acquire any securities of
the Company, (ii) make, or in any way participate, directly or indirectly, in
any "solicitation" of "proxies' to vote (as such terms are used in the proxy
rules of the SEC), or seek to advise or influence any person or entity with
respect to the voting of any voting securities of the Company, (iii) form, join
or in any way participate in a "group" within the meaning of Section 13(d) (3)
of the Exchange Act with respect to any voting securities of the Company, or
(iv) otherwise act, alone or in concert with others, to seek to control or
influence the management, board of directors or policies of the Company
including but not limited to acting in any manner to replace or displace the
current Chief Executive Officer.  Purchaser acknowledges that the
Company would not have an adequate remedy at law for money damages in the event
that this covenant were not performed in accordance with its terms and therefore
Purchaser agrees that the Company shall be entitled to (i) specific enforcement
of the terms hereof; (ii) the immediate rescission or cancellation of the
Tranche I Shares; and (iii) any other remedy to which it may be entitled, at law
or in equity.

       

      COVENANTS
OF THE PARTIES

       

      General.
In case at any time after the Closing(s) any further action is necessary or
desirable to carry out the purposes of this Agreement, each of the Parties will
take such further action (including the execution and delivery of such further
instruments and documents) as any other Party may request, all at the sole cost
and expense of the requesting Party (unless the requesting Party is entitled to
indemnification therefor under Article 7 below).  The Purchaser
has had the opportunity to review and inspect all documents, books, records
(including Tax records), properties, agreements, field operations, environmental
records and compliance, and financial data of any sort relating to the Company,
and to discuss the Company with its employees, customers and
vendors.  The Company has furnished the Purchaser with all available
documents requested by the Purchaser and has made available its officers,
directors, agents and representatives to answer questions of the Purchaser. The
Company has accurately and in good faith answered and to its Knowledge, believes
that that its officers, directors, agents and representatives have accurately
and in good faith answered any and all of the questions of the Purchaser, its
officers, directors, agents and representatives.

       

      Notices
and Consents.  The Company will, and will cause the Company to, give
any notices to third parties, and the Company will use its best efforts, and
will cause the Company to use their best efforts, to obtain any third-party
Consents that may be required.  Each of the Parties will give any
notices to, make any filings with, and use its best efforts to obtain any
required authorizations, Consents, and approvals of governmental
bodies.

       

      Transition.  The
Company will not take any action that is designed or intended to have the effect
of discouraging any lessor, licensor, customer, supplier, or other business
associate of the Company from maintaining the same business relationships with
the Company after the Closing(s) as it maintained with the Company prior to the
Closing(s).  The Company will refer all customer inquiries relating to
their businesses to the Purchaser from and after the Closing(s).

       

       Placement
Agents.  Company shall be responsible for paying any obligation it has
undertaken with any placement agents for this transaction.

       

      ARTICLE
5

       

      CONDITIONS
PRECEDENT

       

      5.1     Conditions
to Each Party's Obligation to Consummate the Transactions. The respective
obligation of each of the Parties to effect the Purchase of the Shares shall be
subject to the satisfaction at or prior to the Closing of the following
conditions:

       

      (i)             Regulatory
Approvals.  All regulatory approvals required to consummate the
transactions contemplated hereby shall have been obtained and shall remain in
full force and effect and all statutory waiting periods in respect thereof shall
have expired (all such approvals and the expiration of all such waiting periods
being referred to herein as the "Requisite Regulatory Approvals").

       

      (ii)             No
Injunctions or Restraints; Illegality.  No Judgment or other legal
restraint or prohibition (an "Injunction") preventing the consummation of the
Purchase shall be in effect.  No statute, rule, regulation, order,
injunction or decree shall have been enacted, entered, promulgated or enforced
by any governmental entity which prohibits, restricts or makes illegal
consummation of the Purchase.

       

               
5.2    Conditions to Obligations of Purchaser. The
obligation of the Purchaser to consummate the Purchase is also subject to the
satisfaction or waiver by the Purchaser at or prior to the Closing of the
following conditions:

       

      (i)              Representations
and Warranties.  (i)  The representations and warranties of
the Company set forth in this Agreement shall be true and correct both when made
and at and as of the Closing Date as if made at and as of such time (except to
the extent expressly made as of an earlier date, in which case as of such
date) both when made and at and as of the Closing Date, as if made at and as of
such time (except to the extent expressly made as of an earlier date, in which
case as of such date).

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (ii)              Performance
of Obligations of the Company.  The Company shall have performed in
all material respects all obligations required to be performed by it under this
Agreement at or prior to the Closing Date.

       

      (iii)             Certificate.  Purchaser
shall have received a certificate signed by an executive officer of Orca to the
effect that the conditions set forth in this section have been
satisfied.  No exceptions taken in such certificate will modify the
Company’s representations, warranties, covenants or agreements made or deemed
made hereunder or have any effect for purposes of Purchaser’s closing
conditions or indemnity rights hereunder.

       

      (iv)            
No Pending Governmental Actions.  No proceeding initiated by any
Governmental Entity seeking an Injunction shall be pending.

       

      (v)              Consents.  The
consent, approval or waiver of each person whose consent to or approval of the
Purchase shall be required under any loan or credit agreement, note, mortgage,
indenture, lease, license or other agreement or instrument shall have been
obtained and shall remain in full force and effect.

       

      (vi)             Burdensome
Condition.  No requisite regulatory approval shall include any
condition, requirement, restriction or change of regulation, or any other action
directly or indirectly related to such approval, which would reasonably be
expected to have Material Adverse Effect, or a material adverse effect on the
Purchaser as a whole, or a Material Adverse Effect on the benefits, taken as a
whole, reasonably expected to be derived by Purchaser from the
Transactions.

       

      (vii)                               

       

      (viii)           Resignations.  At
the Trance II Closing, the Company shall have received the resignation,
effective as of the Tranche II Closing and in a form reasonably acceptable to
Purchaser of Ted D. Campbell II as the sole officer and director of the Company.
Escrow Agreement.  The Company shall have executed and delivered the
Escrow Agreement.

       

                        
5.3   Conditions to Obligations of the Company. The obligation of
the Company to consummate the Purchase of the Tranche I Shares and Trance II
Shares is also subject to the satisfaction or waiver by the Company prior to the
Closing of the following conditions:

       

      (i)               Representations
and Warranties.  The representations and warranties of the Purchaser
set forth in this Agreement shall be true and correct both when made and at and
as of the Closing Date(s), as if made at and as of such time.

       

      (ii)              Performance
of Obligations of Purchaser. Purchaser shall have performed in all material
respects all obligations required to be performed by it under this Agreement at
or prior to the Closing Date.

       

      (iii)             Certificate.  The
Company shall have received a certificate signed on behalf of the Purchaser by
an executive officer of the Purchaser to the effect that the conditions set
forth in this section been satisfied.  No exceptions taken in such
certificate will modify the Purchaser’s representations, warranties, covenants
or agreements made or deemed made hereunder or have any effect for purposes of
the Company’s closing conditions or indemnity rights hereunder.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (c)                      No
Pending Governmental Actions.  No proceeding initiated by any
governmental entity seeking an Injunction shall be pending.

       

      (d)                      Escrow
Agreement.  Purchaser and the Escrow Agent shall have executed and
delivered the Escrow Agreement.

       

      THE
CLOSING(S)

       

      Time of
Closing(s).  The Closing(s) of the transactions hereby shall occur
upon the satisfaction of all conditions to Closing(s), on or about the
respective dates of the Closing(s).

       

      Deliveries.  Each
of the Closing(s), the Tranche I Closing and the Tranche II Closing shall occur
as a single integrated transaction, as follows, and the delivery or satisfaction
of the following items shall be conditions precedent to the parties’ obligations
to close:

       

      Liabilities.  Company
shall produce a current listing of all accounts and notes payable and any other
liabilities of the Company, accurate as of the day prior to each of the
Closing(s). Such delivery shall be accompanied by a representation and warranty
that the listing is true and correct.  All such obligations shall be
repaid by the Company (from the proceeds of payment).

       

      Delivery
by Company.  At each of Closing, Company shall deliver to the
Purchaser:

       

      
        	
                 

              	
                The
      Shares;

              


      

       

      
        	
                 

              	
                copies
      of resolutions by the Board of Directors of the Company approving the
      terms of this Agreement and the execution of the Agreement by the
      Company;

              


      

       

      
        	
                 

              	
                copies
      of all books, records and documents relating to the Company, including the
      corporate records and stock records of the
  Company;

              


      

       

      
        	
                 

              	
                the
      Corporate Board Resolutions regarding issuance of the shares to
      Purchaser;

              


      

       

      
        	
                 

              	
                A
      legal opinion satisfactory to the Purchaser as to the due incorporation of
      the Company, foreign qualification in all jurisdictions in all necessary
      for the Company to conduct is business in such jurisdictions, that the
      Shares are duly authorized, full-paid and nonassessable shares of common
      stock of the Corporation;

              


      

       

      
        	
                 

              	
                An
      Officer’s certificate stating that the Company’s Certificate of
      Incorporation is valid, has not been amended as of the Date of the
      Closing(s) and is in full force and effect as of the date of the
      Closing(s), the Bylaws are in full force and effect as of the date of the
      Closing(s), that the Resolutions stated in (ii) and (iv) are in full force
      and effect as of the date of the
Closings;

              


      

       

      
        	
                 

              	
                A
      Certificate of Good Standing from the Secretary of State of the State of
      Nevada regarding the Company;

              


      

       

      
        	
                 

              	
                A
      duly executed copy of the Escrow
Agreement;

              


      

       

      
        	
                 

              	
                At
      the Tranche II Closing, the resignation of Ted D. Campbell II as the sole
      officer and director of the
Company.

              


      

       

      Delivery
by the Purchaser. At the Closing, the Purchaser shall deliver to the
Company:

       

      
        	
                 

              	
                A
      duly executed copy of the Escrow Agreement by the Purchaser and the Escrow
      Agent; and

              


      

       

      
        	
                 

              	
                the
      Purchase Price in U.S. currency by wire transfer to the Escrow Agent for
      disbursement in accordance with the Escrow Agreement attached hereto as
      Exhibit A.

              


      

       

      INDEMNIFICATION

       

      Survival
Periods.

       

                       All
representations and warranties of the Company contained in this Agreement or any
certificate delivered in connection herewith shall survive the Closing and
continue for a period of 60 months following the Closing Date(s) and, if notice
of a claim is provided on or prior to the end of such period, such claim shall
survive until the final resolution thereof, provided that the representations
and warranties  Any covenant or other agreement set forth herein shall
survive the Closing without limit.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      Purchaser
Claims.  From and after the Closing and subject to the provisions of
this Article, the Company agrees to indemnify fully and hold harmless the
Purchaser from and against any and all claims, demands, liabilities, damages,
penalties, judgments, assessments, losses, costs and expenses in any case,
whether arising under strict liability or otherwise (including reasonable
attorneys' fees and expenses) (collectively, "Damages"), resulting from, arising
out of, based on or relating to:

       

      
        	
                 

              	
                any
      breach of or inaccuracy in any representation or warranty of the Company
      in this Agreement or any ancillary agreement or in any certificate
      furnished to the Purchaser pursuant to this
  Agreement;

              


      

       

      
        	
                 

              	
                any
      breach of any covenant or agreement made by the Company in this
      Agreement;

              


      

       

      
        	
                 

              	
                any
      civil, criminal or administrative action, suit, claim, hearing,
      investigation or proceeding (including any counterclaims or cross-claims),
      to which the Company is a party and that is pending on the date hereof or
      at the Closing, and whether brought, made or instigated by any
      governmental entity or any private person;
or

              


      

       

      Notwithstanding
anything in this Agreement to the contrary, for purposes of this Article, (x) a
breach of a representation or warranty shall be deemed to exist either if such
representation or warranty is actually inaccurate or breached or would have been
inaccurate or breached if such representation or warranty had not contained any
limitation or qualification as to Knowledge, materiality, Material Adverse
Effect (which instead will be read as any adverse effect or change) or similar
language, and (y) the amount of Damages in respect of any breach of a
representation or warranty (including any deemed breach resulting from the
application of clause (x)) shall be determined without regard to any
limitation or qualification as to Knowledge, materiality, Material Adverse
Effect (which instead will be read as any adverse effect or change) or similar
language set forth in such representation or warranty, it being the intention of
the parties hereto that (except as otherwise set forth in this Article)
Purchaser shall be indemnified and held harmless from and against any and all
Damages suffered or incurred by it resulting from, arising out of, based on or
relating to the failure of any representation or warranty to be true, correct
and complete in any respect, determined in each case without regard to any
qualification as to Knowledge, materiality or Material Adverse Effect or similar
language set forth with respect thereto.

       

      The
amount of any liability of Company under this Section 7.1 shall be computed
net of any tax benefit to the Purchaser from the matter giving rise to the claim
for indemnification hereunder and net of any insurance proceeds received by the
Purchaser with respect to the matter out of which such liability
arose.

       

      The
representations and warranties of Company contained in this Agreement, or any
certificate delivered by or on behalf of Company pursuant to this Agreement or
in connection with the transactions contemplated herein shall survive the
consummation of the transactions contemplated herein and shall continue in full
force and effect for a period until the expiration of any applicable statutes of
limitation provided by law (“Survival Period”). Anything to the contrary
notwithstanding, the Survival Period shall be extended automatically to include
any time period necessary to resolve a written claim for indemnification which
was made in reasonable detail before expiration of the Survival Period but not
resolved prior to its expiration, and any such extension shall apply only as to
the claims so asserted and not so resolved within the Survival
Period.  Liability for any such item shall continue until such claim
shall have been finally settled, decided, or adjudicated.

       

      The
Purchaser shall provide written notice to Company of any claim for
indemnification under this Article as soon as practicable; provided, however,
that failure to provide such notice on a timely basis shall not bar the
Purchaser’s ability to assert any such claim except to the extent that Company
are actually prejudiced thereby, provided that such notice is received by
Company during the applicable Survival Period.  The Purchaser shall
make commercially reasonable efforts to mitigate any damages, expenses, etc.
resulting from any matter giving rise to liability of Company under this
Article.

       

      Defense
of Third-Party Claims.  With respect to any claim by the Purchaser
under Section 7.1, relating to a third party claim or demand, The Purchaser
shall provide Company with prompt written notice thereof and Company may defend,
in good faith and at its expense, by legal counsel chosen by it and reasonably
acceptable to the Purchaser any such claim or demand, and the Purchaser, at its
expense, shall have the right to participate in the defense of any such third
party claim.  So long as Company is defending in good faith any such
third party claim, the Purchaser shall not settle or compromise such third party
claim.  In any event the Purchaser shall cooperate in the settlement
or compromise of, or defense against, any such asserted claim.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Company
Claims.  The Purchaser shall indemnify and hold harmless Company
against, and in respect of, any and all damages, claims, losses, liabilities,
and expenses, including without limitation, legal, accounting and other
expenses, which may arise out of:  (a) any material breach or
violation by the Purchaser of any covenant set forth herein or any failure to
fulfill any obligation set forth herein; or (b) any material breach of any
of the representations or warranties made in this Agreement by the
Purchaser.

       

      AMENDMENT
8

       

      TERMINATION
AND AMENDMENT

       

      Termination.
This Agreement may be terminated at any time prior to the Closing:

       

      
        	
                 

              	
                by
      mutual written consent of the
Parties;

              


      

       

      
        	
                 

              	
                by
      either the Purchaser or the Company upon written notice to the other party
      (i) 30 days after the date on which any request or application for a
      requisite regulatory approval shall have been denied or withdrawn at the
      request or recommendation of the governmental entity which must grant such
      requisite regulatory approval, unless within the 30-day period following
      such denial or withdrawal a petition for rehearing or an amended
      application has been filed with the applicable governmental entity,
      provided, however, that neither the Purchaser nor the Company shall have
      the right to terminate this Agreement pursuant to this section if such
      denial or request or recommendation for withdrawal shall be due to the
      failure of the party (either the Purchaser or Company, respectively)
      seeking to terminate this Agreement to perform or observe the covenants
      and agreements of such party set forth herein or (ii) if any governmental
      entity of competent jurisdiction shall have issued a final non-appealable
      order enjoining or otherwise prohibiting the
  Purchase;

              


      

       

      
        	 	
                by
      either Purchaser or the Company if the Trance I Closing if the Purchase
      shall not have been consummated on or before September 16, 2008, unless
      the failure of the Tranche I Closing to occur by such date shall be due to
      the failure of the party (either the Purchaser or the Company,
      respectively) seeking to terminate this Agreement to perform or observe
      the covenants and agreements of such party set forth
    herein;

              


      

       

      
        	
                 

              	
                by
      either the Purchaser or the Company (provided that the terminating party
      is not then in material breach of any representation, warranty, covenant
      or other agreement contained herein) if there shall have been a material
      breach of any of the representations or warranties set forth in this
      Agreement on the part of the other party (either the Purchaser or the
      Company, respectively), which breach is not cured within 30 days following
      written notice to the party committing such breach, or which breach, by
      its nature, cannot be cured prior to the Closing; provided, however,
      that neither the Purchaser or the Company shall have the right to
      terminate this Agreement pursuant to this section unless the breach of
      representation or warranty, together with all other such breaches, would
      entitle the party receiving such representation not to consummate the
      transactions contemplated hereby;
or

              


      

       

                   
Effect of Termination. In the event of termination of this Agreement by any of
the parties as provided in this section, this Agreement shall forthwith become
void and have no effect except the indemnification section of this agreement
shall survive any termination of this Agreement and (ii) that notwithstanding
anything to the contrary contained in this Agreement, no party shall be relieved
or released from any liabilities or damages arising out of its willful breach of
any provision of this Agreement.

       

                   
Amendment. Subject to compliance with applicable law, this Agreement may be
amended by the parties hereto.  This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

                   
Extension; Waiver. At any time prior to the Closing, each of the parties hereto
may, to the extent legally allowed, (a) extend the time for the performance of
any of the obligations or other acts of each of the other parties hereto, (b)
waive any inaccuracies in the representations and warranties of the other
parties contained herein or in any document delivered pursuant hereto and (c)
waive compliance with any of the agreements or conditions of the other parties
contained herein.  Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only if set forth in a written
instrument signed on behalf of such party, but such extension or waiver or
failure to insist on strict compliance with an obligation, covenant, agreement
or condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.

       

      MISCELLANEOUS

       

      Entire
Agreement.  This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements, arrangements and
understanding related to the subject matter hereof. No understanding, promise,
inducement, statement of intention, representation, warranty, covenant or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the transactions contemplated hereby, and no party hereto
shall be bound by or liable for any alleged understanding, promise, inducement,
statement, representation, warranty, covenant or condition not set
forth.

       

      Notices.  Any
notice or communications hereunder must be in writing and given by depositing
same in the United States mail addressed to the party to be notified, postage
prepaid and registered or certified mail with return receipt requested or by
delivering same in person. Such notices shall be deemed to have been received on
the date on which it is hand delivered or on the third business day following
the date on which it is to be mailed. For purpose of giving notice, the
addresses of the parties shall be:

       

      
        	 	If
      to Company:
	 	 
	
                 

              	
                

                  
                    Timberjack
      Sporting Supplies, Inc.

                  

                  
                    Attn:
      R.V. Brumbaugh, Esq.

                  

                  
                    417
      West Foothill Boulevard, PMB 175

                  

                  
                    Glendora,
      California 91741

                  

                

                Phone
      (626) 335-7750

              
	 	 
	 	If
      to the Purchaser to:
	 	 
	 	
                PARAGON
      CAPITAL LP

                110
      East 59th Street, 29th Floor

                New
      York, NY 10022

                Fax:  (212)
      202-5022

              
	 	 
	 	With
      a copy to:
	 	 
	 	
                Virginia
      K. Sourlis, Esq.

                The
      Sourlis Law Firm

                The
      Galleria

                2
      Bridge Avenue

                Red
      Bank, NJ 07701

                Phone
      (732) 530-9007

              


      

       

      Governing
Law.  This Agreement shall be governed in all respects, including
validity, construction, interpretation and effect, by the laws of the State of
Nevada (without regard to principles of conflicts of law).

       

      Counterparts.  This
Agreement may be executed in separate counterparts and with facsimile signatures
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Telecopied or email (via PDF) signatures
shall be deemed to have the same effect as an original.

       

      Waivers
and Amendments; Non-Contractual Remedies; Preservation of
Remedies.  This Agreement may be amended, superseded, canceled,
renewed, or extended, and the terms hereof may be waived, only by a written
instrument signed by authorized representatives of the parties or, in the case
of a waiver, by an authorized representative of the party waiving
compliance.  No such written instrument shall be effective unless it
expressly recites that it is intended to amend, supersede, cancel, renew or
extend this Agreement or to waive compliance with one or more of the terms
hereof, as the case may be.  

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

       

      No delay
on the part of any party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof, nor shall any waiver on the part of any party
of any such right, power or privilege, or any single or partial exercise of any
such right, power of privilege, preclude any further exercise thereof or the
exercise of any other right, power or privilege.  The rights and
remedies herein provided are cumulative and are not exclusive of any rights or
remedies that any party may otherwise have at law or in equity.  The
rights and remedies of any party based upon, arising out of or otherwise in
respect of any inaccuracy in or breach of any representation, warranty, covenant
or agreement contained in this Agreement shall in no way be limited by the fact
that the act, omission, occurrence or other state of facts upon which any claim
of any such inaccuracy or breach is based may also be the subject of any other
representation, warranty, covenant or agreement contained in this Agreement (or
in any other agreement between the parties) as to which there is no inaccuracy
or breach.

       

      Binding
Effect; No Assignment, No Third-Party Rights.  This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns.  This Agreement is not assignable
without the prior written consent of each of the parties hereto or by operation
of law.  This Agreement is for the sole benefit of the parties hereto
and their permitted assigns, and nothing herein, expressed or implied, shall
give or be construed to give to any person, including any union or any employee
or former employee of Company, any legal or equitable rights, benefits or
remedies of any nature whatsoever, including any rights of employment for any
specified period, under or by reason of this Agreement.

       

      Further
Assurances.  Each party shall, at the request of the other party, at
any time and from time to time following the Closing(s) Date promptly execute
and deliver, or cause to be executed and delivered, to such requesting party all
such further instruments and take all such further action as may be reasonably
necessary or appropriate to carry out the provisions and intents of this
Agreement and of the instruments delivered pursuant to this
Agreement.

       

      Severability
of Provisions.  If any provision or any portion of any provision of
this Agreement or the application of any such provision or any portion thereof
to any person or circumstance, shall be held invalid or unenforceable, the
remaining portion of such provision and the remaining provisions of the
Agreement, or the application of such provision or portion of such provision is
held invalid or unenforceable to person or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected thereby and
such provision or portion of any provision as shall have been held invalid or
unenforceable shall be deemed limited or modified to the extent necessary to
make it valid and enforceable, in no event shall this Agreement be rendered void
or unenforceable.

       

      Exhibits
and Schedules.  All exhibits annexed hereto, and all schedules
referred to herein, are hereby incorporated in and made a part of this Agreement
as if set forth herein. Any matter disclosed on any schedule referred to herein
shall be deemed also to have been disclosed on any other applicable schedule
referred to herein.

       

      Captions.  All
section titles or captions contained in this Agreement or in any schedule or
exhibit annexed hereto or referred to herein, and the table of contents to this
Agreement, is for convenience only, shall not be deemed a part of this Agreement
and shall not affect the meaning or interpretation of this Agreement. All
references herein to sections shall be deemed references to such parts of this
Agreement, unless the context shall otherwise require.

       

      Expenses.  Except
as otherwise expressly provided in this Agreement, whether or not the Closing(s)
Date occurs, each Party hereto shall pay its own expenses incidental to the
preparation of this Agreement, the carrying out of the provisions hereof and the
consummation of the transactions contemplated.

       

      Public
Announcements.  The Parties agree to consult with each other before
issuing any press release or making any public statement or completing any
public filing with respect to this Agreement or the transactions contemplated
hereby and, except as may be required by applicable law or any listing
agreement with any national securities exchange or quotation system, will not
issue any such press release or make any such public statement prior to
consultation.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

       

      Non-confidentiality.  Notwithstanding
another provision in this Agreement, the Company and the Purchaser, and each
employee, representative or other agent of the same (collectively the “Covered
Parties”), may disclose to any and all persons, without limitation of any kind,
the tax treatment and tax structure of the transaction and all materials of any
kind (including opinions or other tax analyses) that are provided to a Covered
Party relating to such tax treatment and tax structure.

       

       

       

      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date
first written herein above.

       

      PARAGON
CAPITAL LP

       

      By: /s/Alan P.
Donenfeld

      Name:
Alan P. Donenfeld

      Managing
Member of Paragon Capital Advisors,LLC, the General Partner of Paragon Capital
LP

       

      TIMBERJACK
SPORTING SUPPLIES, INC.

       

      By: /s/Ted D.
Campbell

      Name:
Ted. D. Campbell

      Title:
President and Sole Director

       

       

       

       

       

      15