f8k111908ex10_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.

     

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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”).

     

     

    
      
        
        

      

      
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    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.
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;

     

     

    
      
        
        

      

      
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    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

     

    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.

     

     

    
      
        
        

      

      
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    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.

     

    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.  

     

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    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).

            


    

     

    
      	
              (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)             

            	 


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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.

            


    

     

    (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;

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              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.

     

    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

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    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.

     

    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.

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    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

            


    

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
 

    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.  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.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    [REMAINDER
OF THE PAGE INTENTIONALLY LEFT BLANK]

     

    


     

    [SIGNATURE
PAGE TO IMMEDIATELY FOLLOW]

     

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    


     

    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	 
	 	 	 	 


      



     

     

    
      
      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SIGNATURES

    


    Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.

     

     

    
      
        	 	TIMBERJACK SPORTING SUPPLIES,
      INC.	 
	 	 	 	 
	
                Date:
      November 20, 2008

              	
                By:
      

              	/s/ Alan
      P. Donenfeld	 
	 	 	Alan
      P. Donenfeld	 
	 	 	President,
      Chief Executive Officer and Sole Director