exhibit10-1.htm


    EXHIBIT
10.1
                                                                                                                                                                                                                                                                                                                                                                                                                                           
EXECUTION COPY


      


       

       

       

      SHARE
PURCHASE
AGREEMENT

       

      BY
AND AMONG

       

      BLACK
DIAMOND REALTY MANAGEMENT, LLC,

       

      SIERRA
RESOURCE GROUP, INC.,

       

      PAUL
W. ANDRE,

       

      SANDRA
J. ANDRE

       

      AND

       

      SUZETTE
M. ENCARNACION

       

       

       

       

       

       

       

       

       

       

       

       

       

      Dated
as of February 5, 2010


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        
          
            ARTICLE I.
SALE AND PURCHASE OF
SHARES                                                         
1

             

            Section
1.1. Sale and
Purchase                                                               1

            Section
1.2. Purchase
Price                                                                  1

             

            ARTICLE II.
CLOSING                                                                             1

             

            Section
2.1.
Closing                                                                        
1

            Section
2.2. Sellers’ Closing
Deliveries                                                    
1

            Section
2.3. Purchaser Closing
Deliveries                                                   
2

            Section
2.4. Further
Assurances                                                             
2

             

            ARTICLE III.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

            AND THE
SELLERS                                                                             
2

             

            Section
3.1. Existence and
Power                                                            
2

            Section
3.2. Authorization; No
Agreements                                                   
3

            Section
3.3.
Title                                                                          
3

            Section
3.4.
Capitalization                                                                 
3

            Section
3.5.
Subsidiaries                                                                   
4

            Section
3.6. SEC Reports; Financial
Statements                                              
4

            Section
3.7. No Liabilities or
Debts                                                        
5

            Section
3.8.
Litigation                                                                     
5

            Section
3.9.
Taxes                                                                          
5

            Section
3.10. Internal Accounting Controls; Sarbanes-Oxley Act of
2002                      
5

            Section
3.11. Solvency;
Indebtedness                                                        
6

            Section
3.12. No
Brokers                                                                    
6

            Section
3.13.
Disclosure                                                                    
6

            Section
3.14. No Disagreements with Accountants and
Layers                                  
6

            Section
3.15. No
Conflicts                                                                  
6

            Section
3.16. Filings, Consents and
Approvals                                               
7

            Section
3.17.
Compliance                                                                    
7

            Section
3.18. Transactions With Affiliates and
Employees                                    
7

            Section
3.19.
Assets                                                                        
7

            Section
3.20. Quotation on the
OTCBB                                                        
7

             

            ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER                                    
7

             

            Section
4.1. Execution and
Delivery                                                         
7

            Section
4.2. Binding
Effect                                                                 
8

            Section
4.3. Opportunity to Ask
Questions                                                   
8

            Section
4.4. Accredited and Sophisticated
Investor                                          
8

            Section
4.5. Investment
Intent                                                              
8

            Section
4.6
Brokers                                                                         
8

             

            ARTICLE V.
CONDITIONS PRECEDENT TO PURCHASER’S
OBLIGATIONS                                     
8

             

            Section
5.1. Compliance with this
Agreement                                                 
9

            Section
5.2. No Threatened or Pending
Litigation                                            
9

            Section
5.3.
Certificates                                                                   
9

            Section
5.4. Sellers
Deliveries                                                              9

            Section
5.5. Due
Diligence                                                                  
9

            Section
5.6. Accuracy of Representations and
Warranties                                     
9 

            Section
5.7. Performance of Covenants and
Agreements                                        
9

            Section
5.8. No Material Adverse
Change                                                     
9

            Section
5.9.
Consents                                                                       
9

             

            i

             


            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            


            ARTICLE VI.
CONDITIONS PRECEDENT TO SELLERS’
OBLIGATIONS                                       
9

             

            Section
6.1. Compliance with this
Agreement                                                
10

            Section
6.2. No Threatened or Pending
Litigation                                           
10

            Section
6.3. Accuracy of Representations and
Warranties                                    
10

            Section
6.4 Performance of Covenants and
Agreements                                        
10

            Section
6.t Purchaser
Deliveries                                                           
10

             

            ARTICLE VII.
COVENANTS OF THE COMPANY AND THE
SELLERS                                         
10

             

            Section
7.1. Public Seller
Status                                                          
10

            Section
7.2. Annual Report and Audited
Financials                                          
10

            Section
7.3. Transfer of Assets and Repayment of Debt and
Obligations                      
10

            Section
7.4 Corporate Books and
Records                                                    
10

             

            ARTICLE VIII.
SURVIVAL;
INDEMNIFICATION                                                       
11

             

            Section
8.1.
Survival                                                                      
11

            Section
8.2.
Indemnification                                                               
11

            Section
8.3. Procedure for
Indemnification                                                  11

             

            ARTICLE IX.
MISCELLANEOUS                                                                     
12

             

            Section
9.1.
Notices                                                                       
12

            Section
9.2. Amendments; No
Waivers                                                        
13

            Section
9.3. Fees and
Expenses                                                             
13

            Section
9.4. Successors and
Assigns                                                        
13

            Section
9.5. Governing
Law                                                                
 13

            Section
9.6.
Jurisdiction                                                                  
13

            Section
9.7. Counterparts;
Effectiveness                                                   
14

            Section
9.8. Entire
Agreement                                                              
14

            Section
9.9.
Captions                                                                      
14

            Section
9.10.
Severability                                                                 
14

            Section
9.11. Specific
Performance                                                         
14

            Section
9.12. Definition and
Usage                                                         
14

             

            Annex I List
of Stockholders




        

      

       

      ii


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      SHARE
PURCHASE AGREEMENT

       

      This SHARE
PURCHASE AGREEMENT (this “Agreement”),
entered into as of the 5th day
of February, 2010 (the “Effective
Date”), by and among Black Diamond Realty Management, LLC, a Florida
limited liability company (the “Purchaser”),
Sierra Resource Group, Inc., a Nevada corporation (the “Company”),
and Paul W. Andre, Sandra J. Andre and Suzette M. Encarnacion, the Company’s
principal stockholders (each individually, a “Seller”
and collectively, the “Sellers”).

       

      R
E C I T A L S:

       

      WHEREAS,
the Sellers own, in the aggregate, Eight Million Five Hundred Fifteen Thousand
(8,515,000) shares (the “Shares”)
of the common stock, par value $.001, of the Company (the “Common
Stock”) as set forth on Annex
I hereto.

       

      WHEREAS,
the Purchaser desires to purchase and the Sellers desire to sell and have the
Purchaser purchase the Shares on the terms and conditions set forth
herein.

       

      WHEREAS,
as a condition to purchasing the Shares, the Purchaser requires the Company and
the Sellers to make the representations and warranties set forth herein and to
enter into the agreements set forth herein and the Company and the Sellers have
agreed to do so.

       

      NOW,
THEREFORE, in consideration of the premises and the mutual agreements
herein contained and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:

       

      ARTICLE
I

       

      SALE
AND PURCHASE OF SHARES

       

      Section
1.1. Sale
and Purchase.

       

      Subject to
the terms and conditions contained in this Agreement, on the Closing Date (as
defined below), the Sellers shall transfer and deliver to the Purchaser and the
Purchaser shall purchase from the Sellers all of the Shares.

       

      Section
1.2. Purchase
Price.

       

      The aggregate
consideration to be paid by the Purchaser to the Sellers for the Shares shall be
a sum equal to Three Hundred Twenty Five Thousand Dollars and 0/100
($325,000.00)  (the “Purchase
Price”). At the Closing, the Purchase Price shall be payable by the
Purchaser in the form of a cashiers check or by wire transfer, to be delivered
to each of the Sellers, on a pro rata basis based on their proportionate
ownership of the Shares.

       

                                   
ARTICLE
II                                

       

      CLOSING

       

      Section
2.1. Closing.

       

      Subject to the satisfaction or
waiver of all of the conditions to Closing contained in 
Article
V and

Article
VI, the
closing on the purchase and sale of the Shares (the “Closing”),
shall take place on a date that is not later than the tenth (10th)
business day following the date the Company files its Annual Report (defined
below) with the Securities and Exchange Commission (the “SEC”)
at the offices of Greenberg Traurig, P.A., 5100 Town Center Circle, Suite 400,
Boca Raton, FL 33486, unless another date or place is agreed to in writing by
the parties hereto.  The date on which the Closing actually occurs is
hereinafter referred to as the “Closing
Date.”

       

      Section
2.2. Sellers’
Closing Deliveries.

       

      At the
Closing and subject to the terms and conditions herein contained the Sellers
shall deliver to the Purchaser the following:

       

      1

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a) stock
certificate(s) representing the Shares, duly endorsed in blank or accompanied by
appropriate stock powers duly endorsed in blank;

       

      (b) minute books,
certificate of incorporation, original stock ledgers, and corporate seals for
the Company and other corporate documents including any books and records and
all governmental permits, licenses and authorizations held by the
Company;

       

      (c) resignations
of each director and each officer of the Company, as requested by the
Purchaser;

       

      (d) evidence of
the Company’s compliance with 
Section
7.2 with respect to the timely filing of its Annual
Report;

       

      (e) evidence of
the Company’s compliance with 
Section
7.3 with respect to the Company’s transfer of its assets and
satisfaction of its debts and obligations;

       

      (f) closing
documents as may be reasonably requested by the Purchaser, including but not
limited to Certificate of President of the Company certifying the accuracy of
the representations and warranties as of the Closing Date, board resolutions,
Incumbency Certificate, consents from any third parties or such other documents
as necessary and appropriate to consummate this transaction;
and

       

      (g) certificate
issued by the Nevada Department of State certifying as of a date that is no more
than ten (10) days prior to the Closing Date that the Company is in good
standing under the Laws of the State of Nevada.

       

      Section
2.3. Purchaser
Closing Deliveries.

       

      At the
Closing and subject to the terms and conditions herein contained the Purchaser
shall deliver to the Sellers the following:

       

      (a) the Purchase
Price disbursed by certified check or wire transfer; and

       

      (b) all closing
documents as may be reasonably requested by the Sellers in connection with the
closing on the purchase and sale of the Shares under this
Agreement.

       

      Section
2.4. Further
Assurances.

       

      The Sellers
from time to time after the Closing, at the Purchaser’s reasonable request and
at the Purchaser’s expense, will execute, acknowledge and deliver to the
Purchaser such other instruments of conveyance and transfer and will take such
other actions and execute and deliver such other documents, certifications and
further assurances as the Purchaser may reasonably request in order to
effectively vest in the Purchaser full possession of the Shares.

       

      ARTICLE
III

       

      REPRESENTATIONS
AND WARRANTIES OF THE COMPANY AND THE SELLERS

       

      The Company
and the Sellers, jointly and severally, hereby represent and warrant to the
Purchaser as of the Effective Date and as of the Closing as follows (with the
understanding that the Purchaser is relying on each such representation and
warranty in entering into and performing this Agreement):

       

      Section
3.1. Existence
and Power.

       

      The Company
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Nevada and has all corporate powers and all
governmental licenses, authorizations, permits, consents and approvals required
to carry on its business as now conducted, except where a failure to so possess
would not result in a Material Adverse Effect (as defined herein) upon the
Company.  The Sellers have heretofore delivered to the Purchaser true
and complete copies of the Company’s Articles of Incorporation, as amended, and
By-laws, each as currently in effect as of the Effective Date.

       

      2

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Section
3.2. Authorization;
No Agreements.

       

      The
execution, delivery and performance by the Company and the Sellers of this
Agreement, the performance of each of their obligations hereunder, and the
consummation of the transactions contemplated hereby are within their powers.
This Agreement has been duly and validly executed and delivered by the Company
and the Sellers and is a legal, valid and binding obligation of the Company and
the Sellers, enforceable against them in accordance with its
terms.  The execution, delivery and performance by the Company and the
Seller of this Agreement does not violate any contractual restriction contained
in any agreement which binds or affects or purports to bind or affect the
Company or the Sellers.  Neither the Company nor any of the Sellers is
a party to any outstanding or authorized options, warrants, rights, calls,
commitments, conversion rights, rights of exchange or other agreements of any
character, contingent or otherwise, providing for the purchase, issuance or sale
of any of the Shares, other shares of Common Stock or any other capital stock of
the Company, and there are no restrictions of any kind on the transfer of any of
the Shares other than (a) restrictions on transfer imposed by the Securities Act
of 1933, as amended (the “Securities
Act”) and (b) restrictions on transfer imposed by applicable state
securities or “blue sky” laws.

       

      Section
3.3. Title.

       

      Each Seller
owns that number of the Shares as set forth on Annex
I hereto and shall transfer to the Purchaser at the Closing good and
valid title to said number of Shares free and clear of all restrictions on
transfer (other than any restrictions under federal and state securities laws),
liens, claims, options, charges, pledges, security interests, and encumbrances
of every kind, character or description.  Neither the Company nor any
of the Sellers is a party to any voting trust, proxy, or other agreement or
understanding with respect to the voting of the Common Stock.

       

      Section
3.4. Capitalization.

       

      (a) The
authorized capital stock of the Company consists of 25,000,000 shares of common
stock with a $0.001 par value (the “Common
Stock”) and no shares of preferred stock. As of the Effective Date there
are Twelve Million Ninety Thousand (12,090,000) shares of Common Stock
outstanding held of record by approximately thirty five (35) stockholders,
including the Sellers, as set forth on Annex
I hereto.  All of the issued and outstanding shares of capital
stock of the Company have been duly authorized and validly issued and are fully
paid and non-assessable. All of the issued and outstanding shares of capital
stock of the Company have been offered, issued and sold by the Company in
compliance with all applicable federal and state securities laws. No securities
of the Company are entitled to preemptive or similar rights, and no Person has
any right of first refusal, preemptive right, right of participation, or any
similar right to participate in the transactions contemplated
hereby.  Except as a result of the purchase and sale of the Shares,
there are no outstanding options, warrants, script rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exchangeable for, or giving any Person any right
to subscribe for or acquire, any shares of Common Stock or contracts,
commitments, understandings or arrangements by which the Company is or may
become bound to issue additional shares of Common Stock or securities or rights
convertible or exchangeable into shares of Common Stock.  The sale of
the Shares will not obligate the Company to issue shares of Common Stock or
other securities to any Person (other than the Purchaser) and shall not result
in a right of any holder of Company securities to adjust the exercise,
conversion, exchange or reset price under such securities.

       

      (b) There are no
outstanding obligations, contingent or otherwise, of the Company to redeem,
purchase or otherwise acquire any capital stock or other securities of
Company.

       

      (c) There are no
stockholder agreements, voting trusts or other agreements or understandings to
which any of the Sellers or the Company is a party or by which any of them are
bound relating to the voting of any shares of the capital stock of the
Company.

       

      3

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
3.5. Subsidiaries.

       

      The Company
has no subsidiaries and does not own or control, directly or indirectly, any
shares of capital stock of any other corporation or any interest in any
partnership, limited liability company, joint venture or other non-corporate
business enterprise.

       

      Section
3.6. SEC
Reports; Financial Statements.

       

      (a) The Company
has filed all reports required to be filed by it under the Securities Act and
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including pursuant to Section 13(a) or 15(d) thereof, since
January 27, 1999 (the foregoing materials being collectively referred to herein
as the “SEC
Reports”) on a timely basis or has received a valid extension of such
time of filing and has filed any such SEC Reports prior to the expiration of any
such extension.  The Sellers have identified and made available to the
Purchaser a copy of all SEC Reports filed within the ten (10) days preceding the
Effective Date.  As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act
and the Exchange Act and the rules and regulations of the SEC promulgated
thereunder, and none of the SEC Reports, when filed, contained any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.  The
financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and
regulations of the SEC with respect thereto as in effect at the time of
filing.  Such financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis
during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes
thereto, and fairly present in all material respects the financial position of
the Company as of and for the dates thereof and the results of operations and
cash flows for the periods then ended, subject, in the case of unaudited
statements, to normal, year-end audit adjustments.

       

      (b) Except as set
forth in its Form 10-QSB for the fiscal period ended September 30, 2009 with
respect to the Effective Date, or its Form 10-KSB for the fiscal year ended
December 31, 2009 with respect to the Closing Date (as applicable, the “Current
Report”): (i) the Company has not been engaged in any business activity
since its inception; (ii) there has been no event, occurrence or development
that has had or that is reasonably expected to result in a Material Adverse
Effect; (iii) the Company has not incurred any material liabilities outside the
ordinary course of business (contingent or otherwise) or amended any material
term of any outstanding security; (iv) the Company has not altered its method of
accounting or the identity of its auditors; (v) the Company  has not
declared or made any dividend or distribution of cash or other property to its
stockholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock; (vi) the Company has not issued any equity
securities to any officer, director or Affiliate of the Company; (vii) the
Company has not made any loan, advance or capital contributions to or investment
in any Person; (viii) the Company has not entered into any transaction or
commitment, or any contract or agreement, relating to its business or any of its
assets (including the acquisition or disposition of, or creation of a lien on,
any assets) or any relinquishment by the Company of any contract or other right;
(ix) the Company has not granted any severance or termination pay to any current
or former director, officer or employee of Company, or increased the
benefits payable under any existing severance or termination pay policies or
employment agreements or entered into any employment, deferred compensation
or other similar agreement (or any amendment to any such existing agreement)
with any current or former director, officer or employee of Company;
(x) the Company has not established, adopted or amended (except as required
by applicable law) any collective bargaining, bonus, profit sharing, thrift,
pension, retirement, deferred compensation, compensation, stock option,
restricted stock or other benefit plan or arrangement covering any current or
former director, officer or employee of the Company; (xi) the Company has
not increased the  compensation, bonus or other benefits payable or
otherwise made available to any current or former director, officer or employee
of the Company; and (xii) the Company has not made any tax election or any
settlement or compromise of any tax liability, in either case that is material
to the Company or entered into any transaction not in the ordinary course of
business.

       

      4

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
3.7. No
Liabilities or Debts.

       

      Except as set
forth on the relevant Current Report, the Company has no liabilities or debts of
any kind whatsoever, whether accrued, contingent, absolute, determined,
determinable or otherwise, and there is no existing condition, situation or set
of circumstances which could reasonably be expected to result in such a
liability or debt.  The Company is not a guarantor of any indebtedness
of any other person, firm or corporation..

       

      Section
3.8. Litigation.

       

      There is no
action, suit, investigation, audit or proceeding pending against, or to the
knowledge of the Sellers threatened against or affecting, any of the Sellers,
the Company or any of its assets or properties before any court or arbitrator or
any governmental body, agency or official.  Neither the Sellers nor
the Company is subject to any outstanding judgment, order or
decree.  None of the Sellers, nor, to the knowledge of any of the
Sellers, any officer, key employee or 5% stockholder of the Company in his, her
or its capacity as such, is in default with respect to any order, writ,
injunction, decree, ruling or decision of any court, commission, board or any
other government agency. The SEC has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company
under the Exchange Act or the Securities Act.

       

      Section
3.9. Taxes.

       

      The Company
has (i)
timely filed with the appropriate taxing authorities all tax returns required to
be filed by or with respect to its business, or such returns are properly on
extension and all such duly filed tax returns are true, correct and complete in
all material respects; and (ii) timely paid in full or made adequate provisions
for on its balance sheet (in accordance with GAAP) all Taxes shown to be due on
such tax returns.  There are no liens for taxes upon the assets of the
Company except for statutory liens for current taxes not yet due and payable or
which may thereafter be paid without penalty or are being contested in good
faith.  The Company has not received any notice of audit, is not
undergoing any audit of its tax returns, or has not received any notice of
deficiency or assessment from any taxing authority with respect to liability for
taxes which has not been fully paid or finally settled.  There have
been no waivers of statutes of limitations by the Company with respect to any
tax returns.  The Company has not filed a request with the Internal
Revenue Service for changes in accounting methods within the last three years
which change would effect the accounting for tax purposes, directly or
indirectly, of its business.  The Company has not executed an
extension or waiver of any statute of limitations on the assessment or
collection of any taxes due (excluding such statutes that relate to years
currently under examination by the Internal Revenue Service or other applicable
taxing authorities) that is currently in effect.

       

      Section
3.10. Internal
Accounting Controls; Sarbanes-Oxley Act of 2002.

       

      The Company
is in compliance with the requirements of the Sarbanes-Oxley Act of 2002
applicable to it as of the Effective Date.  The Company maintains a
system of internal accounting controls sufficient to provide reasonable
assurance that: (i) transactions are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability; (iii) access to assets is permitted only in
accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences. The Company has established disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
designed such disclosures controls and procedures to ensure that material
information relating to the Company, is made known to the certifying officers by
others within those entities, particularly during the period in which the
Company’s Form 10-KSB or 10-QSB, as the case may be, is being
prepared.  The Company’s certifying officers have evaluated the
effectiveness of the Company’s controls and procedures as of the date of its
most recently filed periodic report (such date, the “Evaluation
Date”).  The Company presented in its most recently filed
periodic report the conclusions of the certifying officers about the
effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date.  Since the Evaluation Date,
there have been no significant changes in the Company’s internal controls over
financial reporting (as such phrase is defined in Item 308 of Regulation S-B
under the Exchange Act) or, to the Company’s knowledge, in other factors that
could significantly affect the Company’s internal controls over financial
reporting.  The Company’s auditors, at all relevant times, have been
duly registered in good standing with the Public Company Accounting Oversight
Board.

       

      5

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
3.11. Solvency;
Indebtedness.

       

      Assuming
satisfaction of the terms and conditions set forth herein, based on the
financial condition of the Company as of the Effective Date, the fair saleable
value of the Company’s assets equals the amount that will be required to be paid
on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature.  The SEC
Reports set forth as of the dates thereof all outstanding secured and unsecured
Indebtedness of the Company, or for which the Company has
commitments.  Neither the Company nor any of the Sellers are in
default with respect to any Indebtedness.

       

      Section
3.12. No
Brokers.

       

      None of the
Sellers nor the Company has retained any broker or finder, in connection with
any of the transactions contemplated by this Agreement, and, other than the Ten
Thousand Dollars and 00/100 ($10,000.00) payment required to be made to Mr.
Brian Brick by Mr. Paul Andre, none of the Sellers nor the Company has incurred
or agreed to pay, or taken any other action that would entitle any Person to
receive, any brokerage fee, finder’s fee or other similar fee or commission with
respect to any of the transactions contemplated by this Agreement.

       

      Section
3.13. Disclosure.

       

      All
disclosure provided to the Purchaser regarding the Company, its business and the
transactions contemplated hereby, furnished by or on behalf of the Sellers are
true and correct with respect to such representations and warranties and do not
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.  The
Purchaser acknowledges and agrees that the Sellers and the Company have not
made, nor are any of them making, any representations or warranties with respect
to the transactions contemplated hereby other than those specifically set forth
herein.

       

      Section
3.14. No
Disagreements with Accountants and Lawyers.

       

      There are no
disagreements of any kind presently existing, or reasonably anticipated by the
Company or the Sellers to arise, between the accountants, and lawyers formerly
or presently employed by the Company and the Company is current with respect to
any fees owed to its accountants and lawyers.

       

      Section
3.15. No
Conflicts.

       

      Subject to
the satisfaction of the terms and conditions set forth herein, the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby do not and will not: (i) conflict with or violate any provision of the
Company’s Certificate of Incorporation, By-laws or other organizational or
charter documents; or (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, or give
to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of any agreement, credit
facility, debt or other instrument (evidencing a Company debt or otherwise) or
other understanding to which the Company is a party or by which any property or
asset of the Company is bound or affected; or (iii) result in a violation of any
law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company is subject
(including federal and state securities laws and regulations), or by which any
property or asset of the Company is bound or affected.

       

      6

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
3.16. Filings,
Consents and Approvals.

       

      None of any
of the Sellers nor the Company is required to obtain any consent, waiver,
authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance of this Agreement.

       

      Section
3.17. Compliance.

       

      The Company
(i) is not in default under or in violation of (and no event has occurred that
has not been waived that, with notice or lapse of time or both, would result in
a default by the Company under), nor has any of the Sellers or the Company
received notice of a claim that it is in default under or that it is in
violation of, any indenture, loan or credit agreement or any other agreement or
instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived); (ii) is not in
violation of any order of any court, arbitrator or governmental body; and (iii)
is not and has not been in violation of any statute, rule or regulation of any
governmental authority.

       

      Section
3.18. Transactions
With Affiliates and Employees.

       

      Except as
required to be set forth in the SEC Reports, and except for amounts to be paid
out of the cash on hand of the Company, none of the officers or directors of the
Company and none of the Affiliates or employees of the Company is presently a
party to any transaction with the Company (other than for services as employees,
officers and directors), including any contract, agreement or other arrangement
providing for the furnishing of services to or by, providing for rental of real
or personal property to or from, or otherwise requiring payments to or from any
officer, director or such employee or any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director,
trustee or partner.

       

      Section
3.19. Assets.

       

      Except as set
forth in the SEC Reports, the Company has no material assets including, without
limitation, goodwill, real property, tangible personal property, intangible
personal property, rights and benefits under contracts, and cash.  All
Company leases for real or personal property are in good standing, valid and
effective in accordance with their respective terms, and there is not under any
of such leases, any existing material default or event of default (or event
which with notice or lapse of time, or both, would constitute a material
default).  All Company leases will terminate as of the Closing Date
with no further obligation on the part of the Company.

       

      Section
3.20. Quotation
on the OTCBB.

       

      The Common
Stock is approved for quotation and/or listing on the Over-The-Counter Bulletin
Board (the “OTCBB”)
and the Company has and continues to satisfy all of the requirements of the
OTCBB for such listing and for the quotation and trading of its Common Stock
thereunder.  None of the Sellers nor the Company has been informed,
nor does any of them have knowledge, that the NASD or any other applicable
regulatory agency has or is reasonably anticipated to take action to cause the
Common Stock to cease being quoted on the OTCBB.

       

      ARTICLE
IV

       

      REPRESENTATIONS
AND WARRANTIES OF THE PURCHASER

       

      The Purchaser
hereby represents and warrants to the Company and the Sellers as of the
Effective Date and as of the Closing as follows (with the understanding that the
Company and the Sellers are relying on each such representation and warranty in
entering into and performing this Agreement):

       

      Section
4.1. Execution
and Delivery.

       

      The
execution, delivery and performance by the Purchaser of this Agreement is within
the Purchaser’s powers and does not violate any contractual restriction
contained in any agreement which binds or affects or purports to bind or affect
the Purchaser.  The Purchaser’s financial resources are sufficient to
enable it to purchase the Shares upon the satisfaction of the terms and
conditions set forth herein, and the Purchaser has provided the Sellers with
such evidence thereof as was reasonably requested by the Sellers.

       

      7

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
4.2. Binding
Effect.

       

      This
Agreement, when executed and delivered by the Purchaser shall be irrevocable and
will constitute the legal, valid and binding obligations of the Purchaser
enforceable against the Purchaser in accordance with its terms, except as may be
limited by applicable bankruptcy, insolvency, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally or
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

       

      Section
4.3. Opportunity
to Ask Questions.

       

      The Purchaser
has had a full and fair opportunity to make inquiries about the terms and
conditions of this Agreement, to discuss the same and all related matters with
his own independent counsel, his own accountants and tax
advisers.  The Purchaser has been given the opportunity to ask
questions of, and receive answers from the Company and the Sellers concerning
the terms and conditions of this Agreement and to obtain such additional written
information about the Company and the Sellers to the extent any of the Sellers
possess such information or can acquire it without unreasonable effort or
expense.  Notwithstanding the foregoing, the Purchaser has had the
opportunity to conduct its own independent investigation.  The
Purchaser acknowledges and agrees that the Company and the Sellers have not
made, nor are any of them making, any representations or warranties with respect
to the transactions contemplated hereby other than those specifically set forth
herein.

       

      Section
4.4. Accredited
and Sophisticated Investor.

       

      The Purchaser
represents that it is an “accredited investor” within the meaning of Rule 501 of
Regulation D of the Securities Act. The Purchaser is in a financial position to
hold the Shares for an indefinite period of time and is able to bear the
economic risk and withstand a complete loss of its investment in the Shares. The
Purchaser believes it, either alone or with the assistance of its professional
advisors, has such knowledge and experience in financial and business matters,
that it is capable of reading and interpreting financial statements and
evaluating the merits and risks of the investment in the Shares and has net
worth to undertake such risks.  The Purchaser recognizes that an
investment in the Shares involves a high degree of risk.

       

      Section
4.5. Investment
Intent.

       

      In order to
induce the Sellers to enter into this Agreement, and to consummate the
transaction contemplated hereby, the Purchaser acknowledges that it has been
informed that the Shares have not been registered under the Securities
Act  or under any applicable state securities laws and the Purchaser
hereby represents and warrants that the Purchaser is acquiring the Shares for
its own account, for investment, and not with a view toward any resale or
distribution within the meaning of the Securities Act or any applicable state
securities laws.  The Purchaser will not sell or otherwise dispose of
the Shares without first fully complying with all applicable federal and state
laws, rules and regulations

       

      Section
4.6. Brokers.

       

      The Purchaser
has not retained any broker or finder in connection with any of the transactions
contemplated by this Agreement, and the Purchaser has not incurred or agreed to
pay, or taken any other action that would entitle any Person to receive, any
brokerage fee, finder’s fee or other similar fee or commission with respect to
any of the transactions contemplated by this Agreement.

       

                               
ARTICLE
V                                

       

      CONDITIONS
PRECEDENT TO PURCHASER’S OBLIGATIONS.

       

      All
obligations of the Purchaser under this Agreement are subject to the fulfillment
or satisfaction, prior to or at the Closing, of each of the following conditions
precedent:

       

      8

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
5.1. Compliance
with this Agreement.

       

      Each of the
Sellers and the Company shall have performed and complied in all material
respects, with all agreements and conditions required by this Agreement to be
performed by it prior to or at the Closing.

       

      Section
5.2. No
Threatened or Pending Litigation.

       

      On the
Closing Date, no suit, action or other proceeding, or injunction or final
judgment relating thereto, shall be threatened or be pending before any court or
governmental or regulatory official, body or authority in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or the consummation of the transactions contemplated hereby, and
no investigation that might result in any such suit, action or proceeding shall
be pending or threatened.

       

      Section
5.3. Certificates.

       

      The Sellers and the Company
shall have furnished the Purchaser with such certificates of its officers and
others to evidence compliance with the conditions set forth in this 
Article
V as may
be reasonably requested by the Purchaser.

       

      Section
5.4. Sellers
Deliveries.

       

      The Sellers shall have
delivered all items as required by 
Section
2.2.

       

      Section
5.5. Due
Diligence.

       

      The Purchaser
shall have completed its due diligence with results acceptable to the Purchaser
in its sole and absolute discretion.

       

      Section
5.6. Accuracy
of Representations and Warranties.

       

      Except for
changes contemplated or permitted by this Agreement, the representations and
warranties of the Company and the Sellers included in this Agreement and in any
exhibit or other document delivered by the Company or the Sellers pursuant
hereto, shall be true and correct in all material respects on and as of the
Closing with the same effect as through such representations and warranties are
being been made on as of the Closing Date.  The Purchaser in its sole
discretion, shall have the right to waive or defer compliance by the Sellers at
Closing with any representation or warranty.

       

      Section
5.7. Performance
of Covenants and Agreements.

       

      Each
agreement, covenant or obligation of the Seller to be performed at or before
Closing under the terms hereof shall have been duly performed in all material
respects or waived by the Purchaser in its sole and absolute
discretion.

       

      Section
5.8. No
Material Adverse Change.

       

      .Between the
Effective Date and the Closing Date, there has been no material adverse affect
on the Shares or the Company.

       

      Section
5.9. Consents.

       

      The Company
and the Sellers shall have received all consents, authorizations, approvals,
filings, exemptions and waivers from government entities and all material
consents, authorizations, approvals, filings, exemptions and waivers from other
persons necessary or advisable to permit the Sellers to consummate the sale of
the Shares.

       

      The Purchaser may waive any
condition specified in this 
Section
5.1 if
it executes a writing so stating at or prior to the Closing.

       

                             
ARTICLE
VI                                

       

      CONDITIONS
PRECEDENT TO SELLERS’ OBLIGATIONS

       

      All
obligations of the Sellers under this Agreement are subject to the fulfillment
or satisfaction, prior to or at the Closing, of each of the following conditions
precedent:

       

      9

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
6.1. Compliance
with this Agreement.

       

      The Purchaser
shall have performed and complied in all material respects, with all agreements
and conditions required by this Agreement to be performed by it prior to or at
the Closing.

       

      Section
6.2. No
Threatened or Pending Litigation.

       

      On the
Closing Date, no suit, action or other proceeding, or injunction or final
judgment relating thereto, shall be threatened or be pending before any court or
governmental or regulatory official, body or authority in which it is sought to
restrain or prohibit or to obtain damages or other relief in connection with
this Agreement or the consummation of the transactions contemplated hereby, and
no investigation that might result in any such suit, action or proceeding shall
be pending or threatened.

       

      Section
6.3. Accuracy
of Representations and Warranties.

       

      The
representations, warranties and agreements made by the Purchaser herein shall be
true in all material respects on and as of the Closing Date with the same effect
as though such representations and warranties are being made or given on and as
of the Closing Date, except as affected by transactions contemplated
hereby.

       

      Section
6.4. Performance
of Covenants and Agreements.

       

      Each
agreement, covenant or obligation of the Purchaser to be performed at or before
Closing under the terms hereof shall have been duly performed in all material
respects or waived by the Sellers in their sole discretion.

       

      Section
6.5. Purchaser
Deliveries.

       

      The Purchaser shall have
delivered all items as required by 
Section
2.3.

       

      The Sellers may waive any
condition specified in this 
Article
VI if
they execute a writing so stating at or prior to the
Closing.

       

      ARTICLE
VII

       

      COVENANTS
OF THE COMPANY AND THE SELLERS

       

      Section
7.1. Public
Seller Status.

       

      None of the
Sellers nor the Company shall take any actions that cause (i) the Company’s
status as a reporting company under the Exchange Act to be rescinded, (ii) the
Common Stock to no longer be a publicly-traded security and (iii) the Common
Stock to be delisted or otherwise ineligible for quotation on the
OTCBB.

       

      Section
7.2. Annual
Report
and Audited Financials.

       

      The Sellers
shall cause the Company to timely file with the SEC its annual report on Form
10-KSB for the fiscal year ended December 31, 2009, including its audited
financial statements for the relevant period (the “Annual
Report”).

       

      Section
7.3. Transfer
of Assets and Repayment of Debt and Obligations.

       

      At or prior
to the Closing, the Company shall transfer to Sierra Asset Holdings, LLC all of
its assets and satisfied all of its liabilities and obligations, so that,
immediately prior to consummation of the transaction contemplated hereby, the
Company shall have no assets and no liabilities or obligations and the Sellers
shall have taken any and all action necessary to have caused the Company to
effectuate the foregoing.

       

      Section
7.4. Corporate
Books and Records.

       

      At the
Closing, the Sellers shall cause the Company to deliver to counsel for the
Purchaser the original minute books and corporate records of the Company, which
books and records shall be true, complete and correct.

       

      10

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
VIII

       

      SURVIVAL;
INDEMNIFICATION

       

      Section
8.1. Survival.

       

      Notwithstanding any
investigation made by or on behalf of any of the parties hereto or the results
of any such investigation and notwithstanding the participation of any party in
the Closing, the representations and warranties contained in 
Article
III and

Article
IV or in
any certificate, schedule, document or instrument furnished hereunder or in
connection with the execution and performance of this Agreement shall survive
the Closing for two (2) years (the “Survival
Period”).  If, prior to the expiration of the Survival Period,
a party makes a claim setting forth in reasonable detail facts and circumstances
supporting the claim, the Survival Period with respect to that claim shall be
extended until the claim shall have been satisfied or otherwise
resolved.

       

      Section
8.2. Indemnification

       

      (a) The Sellers,
jointly and severally, shall indemnify and hold the Purchaser harmless, and
shall reimburse the Purchaser for, any loss, liability, claim, damage, expense
(including, but not limited to, reasonable cost of investigation and defense and
reasonable attorneys’ fees) or diminution of value (collectively, “Damages”)
arising from or in connection with: (i) any inaccuracy in any of the
representations and warranties of the Sellers or the Company pursuant to this
Agreement or in any certificate delivered by the Sellers or the Company pursuant
to this Agreement, or any actions, omissions or states of facts inconsistent
with any such representation or warranty; or (ii) any failure by the Sellers or
the Company to perform or comply with any provision of this
Agreement.

       

      (b) The Purchaser
shall indemnify and hold the Sellers harmless, and shall reimburse the Sellers
for any Damages arising from: (i) any inaccuracy in any of the representations
and warranties of the Purchaser in this Agreement or in any certificate
delivered by the Purchaser pursuant to this Agreement, or any actions, omissions
or states of facts inconsistent with any such representation or warranty; or
(ii) any failure by the Purchaser to perform or comply with any provision of
this Agreement.

       

      Section
8.3. Procedure
for Indemnification.

       

      Promptly
after receipt by an indemnified party of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party, give notice to the indemnifying party of the
commencement thereof, but the failure so to notify the indemnifying party shall
not relieve it of any liability that it may have to any indemnified party except
to the extent the defense of such action by the indemnifying party is prejudiced
thereby.  In case any such action shall be brought against an
indemnified party and it shall give notice to the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, to assume the defense thereof
with counsel reasonable satisfactory to such indemnified party and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party shall not be liable to such
indemnified party under such section for any fees of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party in
connection with the defense thereof, other than reasonable costs of
investigation, If an indemnifying party assume the defense of such an action:
(a) no compromise or settlement thereof may be effected by the indemnifying
party without the indemnified party’s consent (which shall not be unreasonable
withheld) unless: (i) there is no finding or admission of any violation of law
or any violation of the rights of any person which is not fully remedied by the
payment referred to in clause; (ii) no adverse effect on any other claims that
may be made against the indemnified party; and (iii) the sole relief provided is
monetary damages that are paid in full by the indemnifying party; (b) the
indemnifying party shall have no liability with respect to any compromise or
settlement thereof effected without its consent (which shall not be reasonably
withheld); and (c) the indemnified party will reasonably cooperate with the
indemnifying party in the defense of such action.  If notice is given
to an indemnifying party of the commencement of any action and it does not,
within fifteen (15) days after the indemnified party’s notice is given, give
notice to the indemnified party of its election to assume the defense thereof,
the indemnifying party shall be bound by any determination made in such action
or any compromise or settlement thereof effected by the indemnified
party.  Notwithstanding the foregoing, if an indemnified party
determined in good faith that there is a reasonable probability that an action
may materially and adversely affect it or its Affiliates other than as a result
of monetary damages, such indemnified party may, by notice to the indemnifying
party, assume the exclusive right to defend, compromise or settle such action,
but the indemnifying party shall not be bound by any determination of an action
so defended or any compromise or settlement thereof effected without its consent
(which shall not be unreasonably withheld).

       

      11

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
IX

       

      MISCELLANEOUS

       

      Section
9.1. Notices.

       

      All notices,
requests and other communications to any party hereunder shall be in writing and
either delivered personally, telecopied or sent by certified or registered mail,
postage prepaid,

       

      if to the
Purchaser:

       

      Black Diamond
Realty Management, LLC

      c/o Brian
Hebb

      498 Newtown
Road

      Littleton, MA
01450

      Fax: (978)
486-3380

      Email:
BHebb@Hebb-inc.com

       

      with a copy
to:

       

      Greenberg
Traurig, P.A.

      Bruce C.
Rosetto, Esq.

      5100 Town
Center Circle Center

      Suite
400

      Boca Raton,
FL 33486

      Fax:  (561)
338-7099

      E-mail:
rosettob@gtlaw.com

       

      if to the
Sellers:

       

      Paul W.
Andre

      Sandra J.
Andre

      Suzette M.
Encarnacion

      c/o Ronald J.
Stauber, Inc.

      Ronald J.
Stauber, Esq.

      1880 Century
Park East, Suite 315

      Los Angeles,
California 90067

      Fax: (702)
496-7041

      Email:
savoyfin@aol.com

       

      with a copy
to:

       

      Ronald J.
Stauber, Esq

      Ronald J.
Stauber, Inc.

      1880 Century
Park East, Suite 300

      Los Angeles,
California 90067

      Fax: (310)
556-3687

      E-mail:
ronstauber@stauber.com

       

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      or such other
address, e-mail address or fax number as such party may hereafter specify for
the purpose by notice to the other parties hereto.  All such notices,
requests and other communications shall be deemed received on the date delivered
personally or by overnight delivery service or telecopied, faxed or e-mailed or,
if mailed, five (5) business days after the date of mailing if received prior to
5 p.m. in the place of receipt and such day is a business day in the place of
receipt.  Otherwise, any such notice, request or communication shall
be deemed not to have been received until the next succeeding business day in
the place of receipt

       

      Section
9.2. Amendments;
No Waivers.

       

      (a) Any provision
of this Agreement with respect to transactions contemplated hereby may be
amended or waived if, but only if, such amendment or waiver is in writing and is
signed, in the case of an amendment, by the Sellers and the Purchaser; or in the
case of a waiver, by the party against whom the waiver is to be
effective.

       

      (b) No failure or
delay by any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by
law.

       

      Section
9.3. Fees
and Expenses.

       

      All costs and
expenses incurred in connection with this Agreement shall be paid by the party
incurring such cost or expense.

       

      Section
9.4. Successors
and Assigns.

       

      The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns; provided that
the Purchaser shall have the right to assign this Agreement to an affiliate or
assignee of the Purchaser reasonably acceptable to the Sellers and no other
party hereto may assign, delegate or otherwise transfer any of its rights or
obligations under this Agreement without the consent of each other party hereto,
but any such transfer or assignment will not relieve the appropriate party of
its obligations hereunder.

       

      Section
9.5. Governing
Law.

       

      This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida, without giving effect to the principles of conflicts of law
thereof.

       

      Section
9.6. Jurisdiction.

       

      Any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
brought in any federal or state court located in Palm Beach County, Florida and
each of the parties hereby consents to the jurisdiction of such courts (and of
the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum.  Process in any such suit, action or proceeding
may be served on any party anywhere in the world, whether within or without the
jurisdiction of any such court.  Without limiting the foregoing, each
party agrees that service of process on such party as provided in 
Section
9.1 shall be deemed
effective service of process on such party.  Each party hereto
(including its affiliates, agents, officers, directors and employees) hereby
irrevocably waives, to the fullest extent permitted by applicable law, any and
all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby.

       

      13

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
9.7. Counterparts;
Effectiveness.

       

      This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.  This Agreement shall become effective when each
party hereto shall have received counterparts hereof signed by all of the other
parties hereto.  No provision of this Agreement is intended to confer
upon any Person other than the parties hereto any rights or remedies
hereunder.

       

      Section
9.8. Entire
Agreement.

       

      This
Agreement and any annexes, exhibits and/or schedules hereto constitute the
entire agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter
hereof.

       

      Section
9.9. Captions.

       

      The captions
herein are included for convenience of reference only and shall be ignored in
the construction or interpretation hereof.

       

      Section
9.10. Severability.

       

      If any term,
provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any parties.  Upon such a determination, the parties shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner in order
that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.

       

      Section
9.11. Specific
Performance.

       

      The parties
hereto agree that irreparable damage would occur in the event any provision of
this Agreement was not performed in accordance with the terms hereof and that
the parties shall be entitled to specific performance of the terms hereof in
addition to any other remedy to which they are entitled at law or in
equity.

       

      Section
9.12. Definition
and Usage.

       

      For purposes
of this Agreement:

       

      “Affiliate”
means, with respect to any Person, any other Person, directly or indirectly
controlling, controlled by, or under common control with such
Person.

       

      “Indebtedness”
shall mean (a) any liabilities for borrowed money or amounts owed, (b) all
guaranties, endorsements and other contingent obligations, whether or not the
same are or should be reflected in the Company’s balance sheet or the notes
thereto, except guaranties by endorsement of negotiable instruments for deposit
or collection in the ordinary course of business, and (c) the present value of
any lease payments under leases required to be capitalized in accordance with
GAAP.

       

      14

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Material
Adverse Effect” means any effect or change that is or would reasonably be
expected to be materially adverse to the business, operations, assets, condition
(financial or otherwise) or results of operations of the Company and any of its
subsidiaries, taken as a whole.

       

      “Person”
means an individual, corporation, partnership, limited liability company,
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.

       

      “Taxes”
means any and all federal, state, local, foreign or other taxes of any kind
(together with any and all interest, penalties, additions to tax and additional
amounts imposed with respect thereto) imposed by any taxing authority,
including, without limitation, taxes or other charges on or with respect to
income, franchises, windfall or other profits, gross receipts, sales, use,
capital stock, payroll, employment, social security, workers’ compensation,
unemployment compensation, or net worth, and taxes or other charges in the
nature of excise, withholding, ad valorem or value added.

       

      [REMAINDER OF
THE PAGE INTENTIONALLY LEFT BLANK]

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      15


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      [SIGNATURE
PAGE TO SHARE PURCHASE AGREEMENT]

       

      IN WITNESS
WHEREOF, the Purchaser, the Company and the Sellers have caused this Agreement
to be executed as of as of the day and year first above written.

       

       

      
        	
                 
      

              	
                PURCHASER:

              


      

       

      
        	
                 
      

              	
                BLACK
      DIAMOND REALTY MANAGEMENT, LLC

              


      

       

      
        	
                 
      

              	
                By: /s/ BRIAN
      HEBB

              


      

      
        	
                 
      

              	
                Name:  Brian
      Hebb

              


      

      
        	
                 
      

              	
                Title:
      Manager

              


      

       

       

      
        	
                 
      

              	
                COMPANY:

              


      

       

      
        	
                 
      

              	
                SIERRA
      RESOURCE GROUP, INC.

              


      

       

      
        	
                 
      

              	
                 

              	
                By: /s/ SANDRA
      J. ANDRE

              


      

      
        	
                 
      

              	
                 Name:
      Sandra J. Andre

              


      

      
        	
                 
      

              	
                 Title:
      President

              


      

       

       

      
        	
                 
      

              	
                SELLERS:

              


      

       

       

      
        	
                 
      

              	
                /s/ PAUL
      W. ANDRE

                   
      Paul W. Andre

              


      

       

       

      
        	
                 
      

              	
                /s/ SANDRA
      J. ANDRE

                   
      Sandra J. Andre

              


      

       

       

      
        	
                 
      

              	
                /s/ SUZETTE
      M. ENCARNACION

                   
      Suzette M. Encarnacion

              


      

       

       
                                                                                                                                                                                                                                                     
16


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Annex
I

       

      Stockholders
List

       

      
        	 
      	
                Name of
      Stockholder

              	
                # of
      Shares

              
	
                 

                1. 

                 

              	
                Paul W.
      Andre

              	
                4,875,000

              
	
                 

                2. 

                 

              	
                Sandra
      J. Andre

              	
                2,340,000

              
	
                 

                3. 

                 

              	
                Suzette
      M. Encarnacion

              	
                1,300,000

              
	 
      	
                SUBTOTAL:

              	
                8,515,000

              
	
                 

                4. 

                 

              	
                Jeffery
      D. Andre

              	
                32,500

              
	
                 

                5. 

                 

              	
                Bart W.
      Andre

              	
                32,500

              
	
                 

                6. 

                 

              	
                Richard
      Marcus Baca

              	
                130,000

              
	
                 

                7. 

                 

              	
                Michael
      Browers

              	
                65,000

              
	
                 

                8. 

                 

              	
                Julia
      Browers

              	
                65,000

              
	
                 

                9. 

                 

              	
                Camille
      Brown

              	
                162,500

              
	
                 

                10. 

                 

              	
                Christina
      Investments Inc.

              	
                162,500

              
	
                 

                11. 

                 

              	
                Denise
      E. Cordova

              	
                260,000

              
	
                 

                12. 

                 

              	
                Victoria
      C. Fisher

              	
                97,500

              
	
                 

                13. 

                 

              	
                Patrick
      C. Fisher

              	
                97,500

              
	
                 

                14. 

                 

              	
                Debra
      S. Hackney

              	
                162,500

              
	
                 

                15. 

                 

              	
                Mark
      Horey

              	
                227,500

              
	
                 

                16. 

                 

              	
                Kimberly
      Lynn Jack

              	
                162,500

              
	
                 

                17. 

                 

              	
                Scott
      A. Jack

              	
                162,500

              
	
                 

                18. 

                 

              	
                Jeffery
      E. Jones

              	
                65,000

              
	
                 

                19. 

                 

              	
                Dennis
      Melilli

              	
                162,500

              
	
                 

                20. 

                 

              	
                Peggy
      Melilli

              	
                162,500

              
	
                 

                21. 

                 

              	
                Gary T.
      Peterson

              	
                97,500

              
	
                 

                22. 

                 

              	
                Diana
      F. Peterson

              	
                97,500

              
	
                 

                23. 

                 

              	
                Gerald
      W. Quealy

              	
                97,500

              
	
                 

                24. 

                 

              	
                Ginger
      B. Quealy

              	
                65,000

              
	
                 

                25. 

                 

              	
                Johann
      Rath

              	
                97,500

              
	
                 

                26. 

                 

              	
                Deborah
      D. Rath

              	
                97,500

              
	
                 

                27. 

                 

              	
                Cindy
      Lee Russo

              	
                65,000

              
	
                 

                28. 

                 

              	
                John
      Francis Russo

              	
                65,000

              
	
                 

                29. 

                 

              	
                Gerald
      Edward Russo

              	
                130,000

              
	
                 

                30. 

                 

              	
                Carrie
      Ryan

              	
                65,000

              
	
                 

                31. 

                 

              	
                Kelly
      J. Ryan

              	
                65,000

              
	
                 

                32. 

                 

              	
                Tammy
      Y. Sasaki

              	
                162,500

              
	
                 

                33. 

                 

              	
                Cheryl
      E. Solomon

              	
                65,000

              
	
                 

                34. 

                 

              	
                Christina
      Ann Venegas-Baca

              	
                130,000

              
	
                 

                35. 

                 

              	
                David
      W. Wiedeman

              	
                65,000

              
	 
      	
                SUBTOTAL:

              	
                3,575,000

              
	 
      	
                TOTAL:

              	
                12,090,000

              


      

       


      
        
           

17