tedom_10q-ex1008.htm


    
      
        

      

    

    EXHIBIT
10.8

     

    MERGER
AGREEMENT

     

    This
Merger Agreement (the “Agreement”) is entered into on March 19, 2010, by and
among 
Tedom Capital, Inc., a Delaware corporation (“Tedom”), Tedom Acquisition
Corporation, a Florida corporation
and a newly-created wholly-owned subsidiary of Tedom (“Merger Sub”), and  eLayaway,
Inc., a Florida corporation (“eLayaway”) (each a “Party;” collectively, the
“Parties”). Capitalized terms used and not otherwise defined herein shall have
the meanings set forth in Section 8
below.

     

    Recitals

       

    A.    eLayaway currently
has issued and outstanding (i) 9,221,517 shares of no par value common stock (the “eLayaway Common
Stock”), (ii) 1,854,013 shares of $0.719 par value Series A Convertible Preferred Stock (the
“eLayaway Series A”), (iii) 2,788,368 shares of $0.705 par value Series B Convertible Preferred Stock
(the “eLayaway Series B”), (iv) 3,142,452 shares of $1.15 par value Series C Convertible Preferred
Stock (the “eLayaway Series C”), (iv) 154,282 shares of $1.588 par value Series D Convertible
Preferred Stock (the “eLayaway Series D”) and (vi) warrants to purchase up to 2,265,945 shares of
eLayaway’s common stock (the “eLayaway Warrants;” and collectively with the eLayaway Common
Stock, the eLayaway Series A, the eLayaway Series B, the eLayaway Series C and the eLayaway
Series D, the “eLayaway Securities”).

     

    B.   Pursuant
to the provisions of this Agreement, the Parties now desire to effect a reverse
triangular merger (the “Merger”) as a result of which (i) Merger Sub shall merge
with and into
eLayaway, (ii) the holders of the eLayaway Securities, as listed on the attached
Exhibit A (the “eLayaway
Security Holders”), shall collectively receive (or, in the case of the eLayaway
Warrants, have
the right to receive) an aggregate of 18,293,605 shares of Tedom (subject to
reduction for any Dissenting
Shares) in exchange for their eLayaway Securities (as described in more detail
below) and
(iii) eLayaway shall become a wholly-owned subsidiary of Tedom.

     

    C.   The
Merger is intended to qualify as a tax-free reorganization under Sections 368(a)(1)(A)
and 368(a)(2)(E) of the Code.

     

    NOW, THEREFORE, in
consideration of their respective promises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged,
the Parties agree as follows.

     

    1.   The
Transaction.

     

    A.   The Merger. On and
subject to the terms and conditions of this Agreement, Merger Sub shall
merge with and into eLayaway. Pursuant to the Merger, the eLayaway Securities
shall be converted
into shares of Tedom at the rate set forth herein. eLayaway shall be the
corporation surviving
the Merger (after the Closing, the “Surviving Corporation”), and the separate
corporate existence
of Merger Sub shall cease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B.   Closing. The closing of the Merger (the
“Closing”) shall take place on April 12, 2010, or on such other date as the Parties
may mutually agree in writing. The Closing may take place either in-person, at such location as
the Parties may agree, or by such other means as is mutually agreeable to the
Parties.

     

    C.   Articles of Merger.
At the Closing of the Merger, Tedom shall file with the Florida Department
of State the Articles of Merger between eLayaway and Merger Sub, in a form
provided by
eLayaway (the “Articles of Merger”).

     

    D.   Effect of the
Merger.

     

    (1)   General. The Merger
shall become effective upon the filing of the Articles of
Merger with the Florida Department of State (the “Effective Date”). The Merger
shall have the effect
set forth in the FBCA. The Surviving Corporation may, at any time after the
Closing, take any
action, including executing or delivering any document, in the name and on
behalf of either eLayaway
or Merger Sub, in order to carry out and effectuate the transactions
contemplated by this Agreement.

     

    (2)   Directors and
Officers. At the Closing, the existing officers and directors of Tedom
and Merger Sub shall resign, and the officers and directors of eLayaway
immediately prior to
the Closing shall be appointed as officers and directors of Tedom and the
Surviving Corporation.

     

    (3)   Conversion of the eLayaway
Securities.

     

    (a)   Conversion. At and as
of the Effective Date, by virtue of the Merger and without any further action on
behalf of the Parties or any eLayaway Security Holder, (i) each share of eLayaway Common Stock that is
not a Dissenting Share shall automatically be converted into and become one (1) validly issued,
fully paid and non-assessable share of $0.001 par value common stock of Tedom (the “Tedom
Common Stock”), (ii) each share of eLayaway Series A that is not a Dissenting Share shall
automatically be converted into and become one (1) validly issued, fully paid and non-assessable share of
$0.719 par value Series A Convertible Preferred Stock of Tedom (the “Tedom Series A”), (iii)
each share of eLayaway Series B that is not a Dissenting Share shall automatically be converted into
and become one (1) validly issued, fully paid and non-assessable share of $0.705 par value
Series B Convertible Preferred Stock of Tedom (the “Tedom Series B”), (iv) each share of eLayaway
Series C that is not a Dissenting Share shall automatically be converted into and become one (1)
validly issued, fully paid and non-assessable share of $1.15 par value Series C Convertible
Preferred Stock of Tedom (the “Tedom Series C”), (v) each share of eLayaway Series D that is not a
Dissenting Share shall automatically be converted into and become one (1) validly issued, fully
paid and non-assessable share of $1.588 par value Series D  Convertible Preferred Stock of Tedom
(the “Tedom Series D”), (vi) each eLayaway Warrant for two (2) shares shall automatically be
converted into and become a warrant to purchase one (1) validly issued, fully paid and non-assessable
share of Tedom Common Stock (the “Tedom Warrants;” and collectively with the Tedom Common
stock, the Tedom Series A, the Tedom Series B, the Tedom Series C and the Tedom Series D, the
“Tedom Securities”), (vii) each Dissenting Share shall be converted into the right to receive
payment from the Surviving Corporation with respect thereto in accordance with the provisions of
applicable state law and (viii) all the eLayaway Securities that are
unissued
or held in treasury shall be cancelled.

     

    
      
        
        

      

      
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    (b)   Share
Certificates.

     

    (i)   Following
the Closing, upon a holder’s surrender of an original stock
certificate or other document representing the eLayaway Securities, Tedom shall
cause to be issued
a stock certificate or other document for the appropriate Tedom Securities in
the name of such holder,
bearing any necessary or appropriate restrictive legend. Tedom shall not pay any
dividend or
make any distribution on the Tedom Securities with a record date at or after the
Closing until the eLayaway
Security Holders have surrendered for exchange their certificates or other
documents that represented
the eLayaway Securities.

     

    (ii)   If any
certificate evidencing the eLayaway Securities has been lost,
stolen or destroyed, upon delivery of an affidavit in form acceptable to Tedom’s
stock transfer agent
of that fact by the Person claiming the certificate to be lost, stolen or
destroyed and such Person’s
purchase of an indemnity bond in such amount as such stock transfer agent may
direct, Tedom
shall cause to be issued in replacement thereof a certificate for the applicable
number of shares
of the appropriate Tedom Security.

     

    (c)   Cancellations;
Transfers. As of the Closing of the Merger, the eLayaway Securities shall be deemed
canceled and shall cease to exist, and each holder of an eLayaway Security shall cease to have
any rights with respect thereto, other than those expressly set forth in this Section 1.D(3). After
the Closing, transfers of the eLayaway Securities outstanding prior to the Closing shall not be made
on the books of the Surviving Corporation. Notwithstanding anything to the contrary herein,
neither the Surviving Corporation nor any Party shall be liable to any Person for any amount properly paid
to a public official pursuant to any applicable abandoned property, escheat or similar
law.

      


    (4)   Conversion of Merger Sub
Securities. At the
Effective Time, each share of common stock of Merger Sub (“Merger Sub
Common Stock”) issued and outstanding immediately prior to the Effective Time shall, by
virtue of the Merger and without any action on the part of the holders thereof, be converted into one
share of the common stock of the Surviving Corporation (“Surviving Corporation Common Stock”).
Each certificate formerly evidencing ownership of shares of Merger Sub Common Stock
shall, from and after the Effective Time, instead evidence only ownership of such shares of Surviving
Corporation Common Stock.

     

    (5)   Articles of
Incorporation and Bylaws.
The Articles of Incorporation of eLayaway, as of immediately prior to
the Effective Time, shall be the Articles of Incorporation of the Surviving Corporation. The Bylaws
of eLayaway, as of immediately prior to the Effective Time, shall be the Bylaws of the Surviving
Corporation.

     

    (6)   Lock-Up of the Tedom
Securities.

     

    
      
        
        

      

      
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    (a)    Each holder
of the Tedom Securities issued pursuant this Agreement, shares
issuable upon any permitted conversion of the Tedom Securities issued pursuant
to this Agreement
and shares issuable upon exercise of the Tedom Warrants issued pursuant to this
Agreement
(collectively, the “Lock-Up Shares”) shall be prohibited from, directly or
indirectly, selling,
offering to sell, contracting to sell, assigning, pledging, hypothecating,
encumbering or otherwise
transferring, or entering into any contract, option or other arrangement or
understanding with
respect to the sale, assignment, pledge or other disposition (collectively, a
“Transfer”) of any Lock-Up
Shares during the period commencing on the Effective Date and ending on the
one-year anniversary
of the Effective Date (the “Lock-Up Period”).

     

    (b)   The
consummation of the Merger is expressly conditioned on the foregoing
restriction and is intended to preclude holders of the Lock-Up Shares from
engaging in any
hedging or other transaction during the Lock-Up Period that is designed to, or
reasonably expected
to lead to or result in, a Transfer of the Lock-Up Shares. Such prohibited
hedging or other transaction
would include, without limitation, any short sale (whether or not against the
box) or any purchase,
sale, or grant of any right (including, without limitation, any put or call
option) with respect
to the Lock-Up Shares or with respect to any security (other than a broad-based
market basket
or index) that includes, relates to or derives any significant part of its value
from the Lock-Up Shares.

     

    (c)   The
Lock-Up Shares shall be subject to the entry of stop transfer instructions with Tedom’s stock
transfer agent against the Transfer of the Lock-Up Shares except in compliance with the terms and
conditions of this Agreement and certificates for the Lock-Up Shares (whether issued at the Closing
or thereafter) shall bear a legend providing notice of the Transfer restrictions imposed by this
Section until such time as the Lock-Up Period has expired.

     

    (d)   Upon the
expiration of the Lock-Up Period, Tedom shall cause to have any and
all restrictions issued pursuant to this Agreement removed and or lifted, as the
case may be.

     

    (e)   The
restrictions contained in this Agreement shall not apply to shares of
Tedom’s capital stock acquired by the holders of the Lock-Up Shares in the open
market.

     

    2.   Conditions to Obligations to
Close.

     

    A.   Conditions to Tedom’s and
Merger Sub’s Obligations. The obligation of each of Tedom and
Merger Sub to consummate the transactions to be performed by it in connection
with the
Closing is subject to satisfaction of the following conditions:

     

    (1)   The
representations and warranties of eLayaway set forth in Section 4 shall
be true
and correct in all respects as if made at and as of the Closing;

     

    (2)    eLayaway
shall have performed and complied with all of its covenants hereunder
in all respects through the Closing;

     

    (3)   There
shall not be any judgment, order, decree or injunction in effect that
would (i) prevent consummation of any
of the transactions contemplated by this Agreement, (ii) cause any of the transactions
contemplated by this Agreement to be rescinded following consummation, (iii) adversely affect
the right of Tedom to own the capital stock of the Surviving Corporation and to control the
Surviving Corporation, or (iv) adversely affect the right of the
Surviving
Corporation to own its assets and to operate its business;

     

    
      
        
        

      

      
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    (4)   eLayaway shall not have engaged in any
practice, taken any action, or entered into any transaction outside the
Ordinary Course of Business which results in an Adverse
Effect;

     

    (5)   The
Merger shall have been duly approved by the Board of Directors of eLayaway and
the requisite number of shares held by eLayaway Security Holders;

     

    (6)   eLayaway
shall have delivered to Tedom a certificate to the effect that each of
the conditions specified in subparagraphs (1) to (5) above has been satisfied in
all respects;

     

    (7)   eLayaway shall have delivered to Tedom
its audited financial statements for the year ended December 31, 2009, and
Tedom shall be satisfied, in its sole and absolute discretion, with the information contained in those
financial statements;

     

    (8)   eLayaway shall have provided Tedom with
an amendment to Tedom’s Certificate of Incorporation (the
“Certificate Amendment”) which (i) specifies the rights, preferences and privileges of the Tedom
Series A, the Tedom Series B, the Tedom Series C and the Tedom Series D (collectively, the
“Tedom Preferred”) in substantially the same form as the eLayaway Series A, the eLayaway Series
B, the eLayaway Series C and the eLayaway Series D (except as provided below), (ii)
provides for such other series of Tedom preferred stock as eLayaway may determine, in its sole and
absolute discretion, and (iii) contains, as to each series of Tedom Preferred, a provision acceptable
to Tedom stating that any Tedom Common Stock obtainable upon conversion of such
Tedom Preferred shall be non-transferable until one year after the Closing;

     

    (9)   eLayaway’s counsel shall have provided
to Tedom’s stock transfer agent and/or other appropriate Person(s) a
legal opinion with respect to the issuance of the Tedom Securities in compliance with federal
and/or applicable state securities laws in such form as the requesting Person may agree to accept
from such counsel;

     

    (10)   Upon completion of the Merger, Tedom’s
capital structure shall be as shown on the attached Exhibit B;
and

     

    (11)   eLayaway
shall have at least $100,000 in cash available for operations and payment
of its expenses in connection with the preparation of this Agreement and the
completion of
the Merger.

     

    Tedom and
Merger Sub may waive any condition specified in this Section 2.A if they do
so in
writing at or prior to the Closing.

     

    
      
        
        

      

      
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    B.   Conditions to eLayaway’s
Obligation. The obligation of eLayaway to consummate the
transactions to be performed by it in connection with the Closing is subject to
satisfaction of the following
conditions:

     

    (1)   The
representations and warranties of Tedom and Merger Sub set forth in Section
5 shall be true and correct in all respects at and as of the
Closing;

     

    (2)   Each of
Tedom and Merger Sub shall have performed and complied with all of
its covenants hereunder in all respects through the Closing;

     

    (3)   There
shall not be any judgment, order, decree or injunction in effect that would
(i) prevent consummation of any of the transactions contemplated by this
Agreement, or (ii) cause
any of the transactions contemplated by this Agreement to be rescinded
following consummation;

     

    (4)   Tedom and/or Merger Sub shall not have
engaged in any practice, taken any action, or entered into any transaction
outside the Ordinary Course of Business which results in an Adverse Effect;

     

    (5)   The Merger shall have been duly
approved by the Board of Directors of Tedom and Merger Sub and by Tedom as
the sole stockholder of Merger Sub;

     

    (6)   Tedom and
Merger Sub shall have delivered to eLayaway a certificate to the effect
that each of the conditions specified in subparagraphs (1) to (5) above has been
satisfied in all
respects;

     

    (7)   Tedom shall have (i) completed a
3-for-1 forward split of the Tedom Common Stock (the “Forward Split”) and
(ii) completed a transaction, duly approved by Tedom’s stockholders, by which Naven
Properties, LLC (“Naven”) shall purchase all of Tedom’s assets in return for the cancellation of all of
the Tedom Common Stock then held by Naven and Naven’s assumption of all of Tedom’s known
liabilities as of the Closing;

     

    (8)   Tedom shall have (i) had the
Certificate Amendment duly approved by its Board of Directors and stockholders and
(ii) filed the Certificate Amendment with the Delaware Department of
State.

     

    (9)   Concurrent with the Closing, certain
shareholders of Tedom shall have transferred and delivered to certain
shareholders of eLayaway an aggregate of 481,515 post-Forward Split shares of free-trading Tedom
Common Stock pursuant to such terms as those shareholders shall mutually agree;

     

    (10)   Upon completion of the Merger, Tedom’s
capital structure shall be as shown on the attached Exhibit B;
and

     

    (11)   Tedom shall have delivered to eLayaway,
effective as of the Closing, (i) appointments of the officers and
directors of eLayaway immediately prior to the Closing as the
officers
and directors of Tedom and (ii) the resignations of each pre-Closing director
and officer of Tedom and Merger Sub.

     

    
      
        
        

      

      
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    eLayaway
may waive any condition specified in this Section 2.B if it does so in writing
at or
prior to the Closing.

     

    3.   Pre-Closing
Covenants. The Parties agree as follows with respect to the period from
and after
the execution of this Agreement until the Closing or termination of this
Agreement:

     

    A.   General. Each of the
Parties shall use reasonable commercial efforts to prepare, execute
and deliver all documents, and take all other actions, as may be necessary or
appropriate in order
to consummate the transactions contemplated by this Agreement as soon as
practicable, including
the satisfaction of all of the Closing conditions set forth in Section 2
above.

     

    B.   Third Party Notices and
Consents. Each Party shall promptly give any notices to third
parties, and shall use reasonable commercial efforts to obtain any third-party
consents, that may
be necessary or appropriate in connection with this Agreement.

     

    C.   Governmental Authorities;
Form 8-K Filings. Each Party shall promptly give any notices
to, make any filings with, and use reasonable commercial efforts to obtain
any authorizations,
consents and/or approvals of, the SEC, any applicable state securities
authority and/or
any other Governmental Authority that may be required in connection with this
Agreement;  provided, however, that
eLayaway’s counsel shall be responsible for (i) determining the existence of
all securities law registration exemptions that may be required in order for
Tedom to issue the Tedom
Securities in compliance with federal and applicable state securities laws and
(ii) preparing, in
Tedom’s name, all filings that may be required in connection with such
exemptions (collectively, the
“Transaction Securities Matters”). Each Party shall promptly provide the other
with such information
and/or assistance as the other may reasonably request in connection with the
foregoing. Tedom shall provide for review by eLayaway’s counsel a copy of each
Form 8-K to be filed by Tedom prior to the Closing, such document to be provided
prior to its filing with the SEC.

     

    D.   Reasonable Access.
Each Party shall permit representatives of the other Parties  (including
legal counsel and accountants) to have reasonable access, during normal business
hours and
on reasonable notice, to all information (including tax information) concerning
its business, properties
and personnel. The receiving Party (i) shall treat and hold as confidential any
Confidential Information
it receives from another Party, (ii) shall not use any Confidential Information
of another
Party except in connection with this Agreement and (iii) if this Agreement is
terminated for any
reason whatsoever, agrees to promptly return to the disclosing Party all
tangible embodiments of
that Party’s Confidential Information as may be in the receiving Party’s
possession.

     

    E.   Notice of
Developments. Each Party
shall give prompt written notice to the others of any material adverse development
that has caused, or could be reasonably expected to cause, a breach of any of its representations,
warranties and/or covenants in this Agreement. The Parties agree that no disclosure pursuant to
this Section shall be deemed to amend or supplement the eLayaway Disclosure Schedule or the
Tedom Disclosure Schedule (as appropriate) or prevent or cure any misrepresentation, breach of
warranty or breach of covenant with respect to this Agreement.

     

    
      
        
        

      

      
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    4.   eLayaway’s
Representations and Warranties. eLayaway represents and warrants
to Tedom
that, except as set forth in a disclosure schedule provided by eLayaway to Tedom
(the “eLayaway
Disclosure Schedule”), the statements contained in this Section 4 are correct
and complete
as of the date of this Agreement and shall be correct and complete as of the
Closing, as though
made then and as though the Closing were substituted for the date of this
Agreement throughout
this Section 4:

     

    A.   Organization, Qualification,
and Corporate Power. eLayaway is a corporation duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its incorporation. eLayaway is duly
authorized or qualified to conduct business, and is in good standing, under the laws of each
jurisdiction where such authorization or qualification is required. eLayaway has the full corporate power
and authority to carry on the business in which it is engaged and to own and use the properties owned
and used by it. eLayaway has no subsidiaries.

     

    B.   Capitalization; Warrants,
Options and Other Rights.

     

    (1)   The
authorized capital stock of eLayaway consists solely of (i) 100,000,000 shares
of no par value common stock, of which only the eLayaway Common Stock is issued
and outstanding,
and (ii) 50,000,000 shares of preferred stock, of which only the eLayaway Series
A, the
eLayaway Series B, the eLayaway Series C and the eLayaway Series D are issued
and outstanding.
As of the Closing, all of such issued and outstanding shares of capital stock
shall (i) be
duly authorized, validly issued, fully paid and non-assessable and (ii) have
been issued in compliance
with all applicable state and federal securities laws.

     

    (2)   As of the
Closing, there are (i) except for the eLayaway Warrants, no warrants or
options outstanding for the purchase of shares of eLayaway Common Stock or any
other security of
eLayaway and (ii) no preemptive, contractual, anti-dilutive and/or other rights
outstanding for the acquisition
of shares of eLayaway Common Stock or any other security of eLayaway. As of
the Closing,
all eLayaway Warrants have been issued in compliance with all applicable state
and federal securities
laws.

     

    C.   Authorization of
Transaction. eLayaway has all requisite power and authority to
execute
and deliver this Agreement and to perform its obligations hereunder and to
consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by eLayaway
and the
consummation by eLayaway of the transactions contemplated hereby have been duly
and validly authorized
by all necessary corporate action by eLayaway, and, except as set forth herein,
no other corporate
proceedings on the part of eLayaway and no shareholder vote or consent are
necessary to authorize
this Agreement or to consummate the transactions contemplated hereby. This
Agreement has
been duly and validly executed and delivered by eLayaway. This Agreement and all
other agreements
and obligations entered into and undertaken in connection with the
transactions contemplated
hereby to which eLayaway is a party constitute valid and legally binding
obligations of
eLayaway, enforceable against eLayaway in accordance with their respective
terms.

     

    
      
        
        

      

      
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    D.   Non-Contravention.
Neither the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby, shall (i) violate any constitution,
statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other restriction
of any Governmental
Authority to which eLayaway is subject or any provision of the
organizational documents
of eLayaway or (ii) conflict with, result in a breach of, constitute a default
under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require
any notice under any agreement, contract, lease, license, instrument, or other
arrangement to
which eLayaway is a party or by which it is bound or to which any of its assets
is subject. Other than
in connection with the provisions of the FBCA, eLayaway does not need to give
any notice to, make
any filing with, or obtain any authorization, consent, or approval of, any
Governmental Authority
in order for the Parties to consummate the transactions contemplated by this
Agreement.

     

    E.   Litigation. There is no action, suit, legal or
administrative proceeding or investigation pending, or to eLayaway’s Knowledge
threatened, against or involving eLayaway (either as a plaintiff or defendant) before any
court, Governmental Authority or arbitrator. Neither eLayaway, nor to its Knowledge any officer,
director or employee of eLayaway, has been permanently or temporarily enjoined by any order,
judgment or decree of any Governmental Authority from engaging in or continuing any conduct
or practice in connection with the business, assets, or properties of eLayaway. There is not in
existence on the date hereof any order, judgment or decree of any court or any Governmental
Authority enjoining or requiring eLayaway to take any action of any kind with respect to its business,
assets or properties.

     

    F.   Undisclosed
Liabilities. eLayaway has no liability of any kind (whether known or unknown,
asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated
or unliquidated
or due or to become due), including any liability for Taxes, except for
liabilities set forth
in eLayaway’s audited financial statements for the year ended December 31, 2009
(the “Audit Period”),
and (ii) liabilities that have arisen in the Ordinary Course of Business after
the Audit Period
(none of which results from or relates to any breach of contract, breach of
warranty, tort, infringement,
or violation of law).

     

    G.   Compliance with Laws.
To its Knowledge, (i) eLayaway has all requisite licenses, permits
and certificates from federal, state and local authorities necessary to conduct
its business and
own and operate its assets, except where the failure to have such licenses,
permits and certificates
would not reasonably be expected to have an Adverse Effect and (ii) the business
and operations
of eLayaway, as conducted since inception, have not violated, and as of the
Closing do not
violate, in any material respect, any federal, state, local or foreign laws,
regulations or orders, the
enforcement of which would have an Adverse Effect. ELayaway has not received any
notice or other
communication from any Governmental Authority as to any violation or
noncompliance on its
part.

     

    H.   Tax
Treatment. eLayaway has
not taken or agreed to take action that would prevent the Merger from constituting a tax-free
reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.

     

    I.   Absence of
Certain Changes; Bankruptcy. Since the end of the Audit Period,
there has been no Adverse Effect on the
business, properties, operation, financial condition, results of
operations or prospects of eLayaway.
eLayaway has not taken any steps, and does not currently have any reasonable expectation of
taking any steps, to seek protection pursuant to any bankruptcy law, nor does eLayaway have any
knowledge that its creditors intend to initiate involuntary bankruptcy
proceedings.

     

    
      
        
        

      

      
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    J.   No Material Untrue
Statements or Omissions. No information provided by or on behalf
of eLayaway to Tedom and/or Merger Sub or any their representatives contains any
untrue statement
of a material fact or omits to state any material fact required to be stated
therein in order to
make the statements therein, in the light of the circumstances under which they
are or were made, not
materially misleading.

     

    K.   Brokers’ Fees.
eLayaway has no liability or obligation to pay any fees or commissions
to any broker, finder, or agent with respect to the transactions contemplated by
this Agreement.

     

    5.   Tedom’s
and Merger Sub’s Representations and Warranties.

     

    Each of
Tedom and Merger Sub represents and warrants to eLayaway, separately and
not jointly,
that, except as set forth in the Tedom SEC Reports or a disclosure schedule
provided by Tedom
to eLayaway (the “Tedom Disclosure Schedule”), the statements contained in this
Section 5
are correct and complete as of the date of this Agreement and shall be correct
and complete as of the
Closing, as though made then and as though the Closing were substituted for the
date of this Agreement
throughout this Section 5:

     

    A.   Organization,
Qualification, and Corporate Power. Each of Tedom and Merger
Sub is a corporation duly organized,
validly existing, and in good standing under the laws of the jurisdiction of its incorporation. Each
of Tedom and Merger Sub is duly authorized or qualified to conduct business, and is in good
standing, under the laws of each jurisdiction where such authorization or qualification is
required. Tedom and Merger Sub have full corporate power and authority to carry on the business in
which it is engaged and to own and use the properties owned and used by it. Tedom has no
subsidiaries other than Merger Sub.

     

    B.   Capitalization. The
authorized capital stock of Tedom consists solely of (i) 50,000,000
shares of common stock, of which 7,595,505 shares are issued and outstanding
prior to the
effectiveness of the Forward Split, and (ii) no shares of preferred stock
(subject to the Tedom Preferred
being issued at Closing). All of the issued and outstanding shares of Tedom
Common Stock
have been duly authorized and are validly issued, fully paid, non-assessable and
free of preemptive
rights, and were issued in compliance with all applicable state and federal
securities laws.
At Closing, there shall be no other outstanding or authorized shares, options,
warrants, purchase
rights, subscription rights, conversion rights, exchange rights, or other
contracts or commitments
of any kind that could require Tedom or Merger Sub to issue, sell, or otherwise
cause to
become outstanding any of its capital stock.

     

    C.   Authorization
of Transaction. Tedom and
Merger Sub have all requisite power and authority to execute and deliver this
Agreement and to perform their obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement
by Tedom
and Merger Sub and the consummation by Tedom and Merger Sub of the
transactions contemplated
hereby have been duly and validly authorized by all necessary corporate action
by Tedom
and Merger Sub, respectively, and, except as set forth herein, no other
corporate proceedings on
the part of Tedom or Merger Sub and no shareholder vote or consent are necessary
to authorize this
Agreement or to consummate the transactions contemplated hereby. This Agreement
has been duly
and validly executed and delivered by Tedom and Merger Sub. This Agreement and
all other agreements
and obligations entered into and undertaken in connection with the
transactions contemplated
hereby to which Tedom and/or Merger Sub is a party constitute valid and
legally binding
obligations of Tedom and/or Merger Sub, as the case may be, enforceable against
Tedom and/or
Merger Sub, as the case may be, in accordance with their respective
terms.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    D.            Non-Contravention.
Neither the execution and delivery of this Agreement, nor the consummation
of the transactions contemplated hereby, shall (i) excluding the
Transaction Securities
Matters, violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree,
ruling, charge, or other restriction of any Governmental Authority to which
Tedom or Merger Sub is subject or any provision of the organizational documents
of Tedom or Merger Sub or
(ii) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create
in any party the right to accelerate, terminate, modify, or cancel, or require
any notice under any
agreement, contract, lease, license, instrument, or other arrangement to which
Tedom or Merger Sub
is a party or by which it is bound or to which any of its assets is subject.
Other than in connection
with the provisions of the DGCL, the FBCA, the Exchange Act, the Securities Act
(other than
the Transaction Securities Matters), and applicable state securities laws (other
than the Transaction
Securities Matters), neither Tedom nor Merger Sub needs to give any notice to,
make any
filing with, or obtain any authorization, consent, or approval of, any
Governmental Authority in order for the Parties to consummate the transactions
contemplated by this Agreement.

     

    E.   Filings with SEC.
Tedom has made all filings with the SEC that have been required under
the Exchange Act (collectively the “Tedom SEC Reports”) since such time as such
filings were
first required. Each of the Tedom SEC Reports has complied with the Exchange Act
in all material
respects. None of the Tedom SEC Reports, as of their respective dates, contained
any untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements
made therein, in light of the circumstances under which they were made, not
misleading.

     

    F.   Financial Statements.
Tedom has filed an annual report on Form 10-K for the fiscal year
ended June 30, 2009 (the “Year End”) a report on Form 10-Q for the quarter ended
December 31,
2009 (the “Quarter End”). The financial statements included in or incorporated
by reference into the
Tedom SEC Reports (including the related notes and schedules) (i) have been
prepared in accordance
with GAAP throughout the periods covered thereby, (ii) present fairly the
financial condition
of Tedom as of the indicated dates and the results of operations of Tedom for
the indicated periods
and (iii) are correct and complete in all respects, and are consistent with the
books and records
of Tedom and Merger Sub; provided, however, that the
interim statements are subject to normal
year-end adjustments.

     

    G.   Events Subsequent to the
Year End and Quarter End. Since the Year End and Quarter End,
there has not been any Adverse Change.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    H.   Litigation. There is no action, suit, legal or
administrative proceeding or investigation pending, or to Tedom’s Knowledge
threatened, against or involving Tedom or Merger Sub (either as a plaintiff or defendant) before any
court, Governmental Authority or arbitrator. Neither Tedom nor Merger Sub, nor to their Knowledge
any officer, director or employee of Tedom or Merger Sub, has been permanently or temporarily
enjoined by any order, judgment or decree of any Governmental Authority from engaging in
or continuing any conduct or practice in connection with the business, assets, or properties of
Tedom or Merger Sub. There is not in existence on the date hereof any order, judgment or decree of
any Governmental Authority enjoining or requiring Tedom or Merger Sub to take any action of any
kind with respect to its business, assets or properties.

     

    I.   Undisclosed
Liabilities. Neither Tedom nor Merger Sub has any liability of any
kind (whether
known or unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated
or unliquidated or due or to become due), including any liability for Taxes,
except for (i) liabilities
set forth on the face of the balance sheet dated as of the Year End and Quarter
End (rather than
in any notes thereto), and (ii) liabilities that have arisen after the Year End
and Quarter End in the
Ordinary Course of Business (none of which results from or relates to any breach
of contract, breach
of warranty, tort, infringement, or violation of law).

     

    J.   Compliance
with Laws. To its
Knowledge, (i) Tedom has all requisite licenses, permits and certificates from federal,
state and local authorities necessary to conduct its business and own and operate its assets, except
where the failure to have such licenses, permits and certificates would not reasonably be
expected to have an Adverse Effect and (ii) the business and operations of Tedom, as conducted since
inception, have not violated, and as of the Closing do not violate, in any material respect, any
federal, state, local or foreign laws, regulations or orders, the enforcement of which would have an
Adverse Effect. Tedom has not received any notice or other communication from any Governmental
Authority as to any violation or noncompliance on its part.

     

    K.   Brokers’ Fees.
Neither Tedom nor Merger Sub has any liability or obligation to pay any
fees or commissions to any broker, finder, or agent with respect to the
transactions contemplated by
this Agreement.

     

    L.   Tax
Treatment. Neither Tedom
nor Merger Sub has taken or agreed to take action that would prevent the Merger from
constituting a tax-free reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the
Code.

     

    M.   No Liabilities. As of
the Closing, neither Tedom nor Merger Sub shall have any liability
of any kind, whether known or unknown, asserted or unasserted, absolute or
contingent, accrued
or unaccrued, liquidated or unliquidated, due or to become due, by virtue of
contract, statute,
regulation, law, equity or otherwise.

     

    N.   OTC Bulletin Board
Trading. Tedom meets all issuer and equity security requirements
to permit the Tedom Common Stock to be quoted on the OTC Bulletin Board, and,
to Tedom’s
Knowledge, is entitled to continue to be so quoted following the
Merger.

     

    O.   Form S-3 Eligibility.
Tedom meets all “Registrant Requirements” as set forth in Section
I.A of the General Instructions to Form S-3 promulgated by the SEC.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    P.   Stockholder Claims.
There are no existing claims against Tedom by any current or former
stockholder of Tedom and, to Tedom’s Knowledge, there are no facts or
circumstances reasonably
likely to result in any such claims.

     

    Q.   Operations of Merger
Sub. Merger Sub is a wholly-owned subsidiary of Tedom that was
formed immediately prior to the date of this Agreement solely for the purpose of
engaging in the
transactions contemplated by this Agreement. Merger Sub has engaged in no other
business activities
and has conducted its operations only as contemplated by this
Agreement.

     

    R.   Banking Information.
The attached Exhibit C sets forth a true, correct, and complete list
of:

     

    (1)   Each
bank, savings and loan or similar financial institution in which Tedom or
Merger Sub has an account or safe deposit box and the numbers of the accounts or
safe deposit boxes
maintained by Tedom or Merger Sub thereat; and

     

    (2)   The names
of all persons authorized to access each such account or any such safe
deposit box.

     

    S.   Powers of Attorney and
Suretyships. Tedom does not have (i) any general powers of
attorney outstanding, whether as grantor or grantee thereof, or (ii) except as
reflected in its financial
statements, any obligation or liability, whether actual, accrued, accruing,
contingent or otherwise,
as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in
respect of
the obligation of any Person, except as endorser or maker of checks or letters
of credit, respectively,
endorsed or made in the ordinary course of business.

     

    T.    Tax
Matters.

     

    (1)   Within
the times and in the manner prescribed by law, Tedom has filed all federal,
state and local Tax Returns that it was required to file.

     

    (2)   All Taxes owed by Tedom, whether or not
shown on any Tax Return, have been paid.

     

    (3)   Tedom has withheld and paid all Taxes
required to have been withheld and paid in connection with any amounts
paid or owing to any employee, independent contractor, creditor, stockholder or other third
party.

     

    (4)   Tedom has
not waived or extended any applicable statute of limitations relating
to the assessment of federal, state or local Taxes;

     

    (5)   To Tedom’s Knowledge, no audits,
assessments or other actions relating to its federal, state or local Tax Returns
are currently in progress or threatened, no deficiencies have been asserted, proposed or threatened
by any Tax authority and there are no matters under discussion with any Tax authority with respect to
its Taxes.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (6)   Tedom is
not a party to or bound by any Tax allocation or sharing agreement.

     

    (7)   Tedom (i) has not been a member of an
Affiliated Group filing a consolidated federal income Tax Return (other than a
group the common parent of which was Tedom) or (ii) does not have any liability for the Taxes of
any Person (other than itself and Merger Sub) under Treasury Regulations Section 1.1502-6 (or any
similar provision of state, local, or foreign law), as a transferee or successor, by contract, or
otherwise.

     

    (8)   Tedom has not distributed stock of
another Person, or has had its stock distributed by another Person, in a
transaction that was purported or intended to be governed in whole or in part by Code Sections 355
or 361.

     

    (9)   Tedom has not filed a consent pursuant
to Section 341(f) of the Code relating to collapsible corporations nor has
Tedom agreed to have Section 341(f)(2) of the Code apply to any disposition of a “subsection (f)
asset,” as such term is defined in Section 341(f)(4) of the
Code.

     

    (10)   Tedom has
filed all required state and federal income tax returns for all periods
through June 30, 2009, and shall file all such returns for all periods prior to
Closing. Tedom does
not and shall not owe any taxes or penalties for any such periods.

     

    U.   Books and Records.
The general ledger and books of account of Tedom and Merger Sub,
all minute books of Tedom and Merger Sub, and all federal, state and local
income, franchise, property
and other Tax Returns filed by Tedom, are in all material respects complete and
correct and have
been prepared in accordance with good business practice and any procedures
required by applicable
laws and regulations.

     

    V.   Investment Company.
Tedom is not and never has been an “investment company” as
such term is defined in Section 3 of the Investment Company Act of 1940, as
amended.

     

    W.   Absence of
Certain Changes; Bankruptcy. Since December 31, 2009, there has
been no Adverse Effect on the business,
properties, operation, financial condition, results of operations or prospects of Tedom and/or Merger
Sub. Tedom has not taken any steps, and does not currently have any reasonable expectation of
taking any steps, to seek protection pursuant to any bankruptcy law, nor does it have any knowledge
that its creditors intend to initiate involuntary bankruptcy proceedings.

     

    X.   No Material Untrue
Statements or Omissions. No information provided by or on behalf
of Tedom and/or Merger Sub to eLayaway or any of its representatives contains
any untrue statement
of a material fact or omits to state any material fact required to be stated
therein in order to
make the statements therein, in the light of the circumstances under which they
are or were made, not
materially misleading.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    6.   Post-Closing
Covenants.

     

    A.   Future
Financing. eLayaway and/or
Tedom shall use reasonable commercial efforts to obtain at least $1,500,000 in debt
and/or equity financing by July 1, 2010, with $500,000 being obtained by June 1,
2010.

     

    B.   No Reverse
Splits. Tedom shall not
cause or allow any reverse split (or other action having a similar effect) with respect
to its common stock for one year after the Effective Date.

     

    C.   Delivery of
Books and Records.
Promptly after the Closing, Tedom’s former management shall deliver all of Tedom’s
books and records (including, but not limited to, the Minute Book) to such location as
Tedom’s new management may designate.

     

    7.   Termination of this
Agreement.

     

    A.   Termination. The
Parties may terminate this Agreement only as follows:

     

    (1)    Tedom may
terminate this Agreement by giving written notice to eLayaway at any
time prior to the Closing in the event:

     

    (a)   of an
Uncured Breach by eLayaway;

     

    (b)   Tedom is
not reasonably satisfied with the results of its due diligence regarding
eLayaway;

     

    (c)   the
Closing shall not have been consummated on or before 5:00 p.m. Los Angeles
time on April 30, 2010; or

     

    (d)   Tedom’s
Board of Directors determines in good faith that the failure to terminate
this Agreement would constitute a breach of its fiduciary duty to Tedom’s
stockholders.

     

    (2)    eLayaway may
terminate this Agreement by giving written notice to Tedom at any
time prior to the Closing in the event:

     

    (a)   of an
Uncured Breach by Tedom or Merger Sub;

     

    (b)   eLayaway is not reasonably satisfied
with the results of its due diligence regarding Tedom or Merger
Sub;

     

    (c)   the Closing shall not have been
consummated on or before 5:00 p.m. Los Angeles time on April 30, 2010;
or

     

    (d)   eLayaway’s Board of Directors
determines in good faith that the failure to terminate this Agreement
would constitute a breach of its fiduciary duty to eLayaway’s stockholders.

    
       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (3)    Any Party may
terminate this Agreement if a Governmental Authority of competent
jurisdiction has issued an order or taken any other action which permanently
restrains, enjoins
or otherwise prohibits the Merger.

    

     

    B.   Effect of
Termination. If this Agreement is terminated pursuant to any part of this
Section,
the Parties shall have no further obligation of any kind.

     

    8.   Definitions.

     

    “Adverse Effect” or
“Adverse
Change” means any effect or change that would be, or could reasonably
be expected to be, materially adverse to the business, assets, financial
condition, operating
results, operations, or business prospects of the applicable Party, or to the
ability of the applicable
Party to consummate timely the transactions contemplated by this Agreement,
regardless of
whether or not such material adverse effect or change can be or has been cured
at any time or whether
the applicable Party has knowledge of such effect or change on the date of this
Agreement. The
foregoing shall include any adverse change, event, development, or effect
arising from or relating
to: (i) general business or economic conditions, including such conditions
related to the business
of the applicable Party, (ii) national or international political or social
conditions, including the
engagement by the United States in hostilities, whether or not pursuant to the
declaration of a national
emergency or war, or the occurrence of any military or terrorist attack upon the
United States,
(iii) financial, banking, or securities markets, including any general
suspension of trading in, or
limitation on prices for, securities on any national exchange or trading market,
(iv) changes in GAAP
and (v) changes in any laws, rules, regulations, orders, or other binding
directives issued by any
Governmental Authority.

     

    “Affiliated
Group” means any
affiliated group within the meaning of Code § 1504(a) or any similar group defined under a similar
provision of state, local or foreign law.

     

    “Code”
means the Internal Revenue Code of 1986, as amended, or any succeeding
law.

     

    “Confidential
Information” means
material information concerning the business of a disclosing Party that is confidential
or proprietary in nature relating to (i) the disclosing Party’s proprietary technology, including any
patent applications, trade secrets, methods, data, processes, formulas, instrumentation, techniques,
know-how, procedures, enhancements or improvements or (ii) the disclosing Party’s products,
services, systems, finances, methods of operation, strategy, business plans, prospective or existing
contracts or other business arrangements. The term “Confidential Information” shall not
include any information that (i) prior to its disclosure by the disclosing Party is already lawfully
and rightfully known by or available to the receiving Party, as evidenced by prior written records in
the possession of the receiving Party, (ii) through no wrongful act, fault or negligence on the part of
the receiving Party is or hereafter becomes part of the public domain, (iii) is lawfully received by
the receiving Party from a third party without restriction and without breach of this Agreement or any
other agreement, (iv) is approved for public release or use by written authorization of the
disclosing Party, (v) the receiving Party can demonstrate was independently developed by it without
reference to any Confidential Information or (vi) is disclosed pursuant to the request or requirement
of a governmental agency or court of competent jurisdiction to the extent such disclosure is
required by a valid law, regulation or court order and sufficient
notice is given by the receiving Party to the
disclosing Party of any such request or requirement in order to permit the disclosing Party to seek
an appropriate protective order or exemption from such request or requirement.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “DGCL” means the
General Corporation Law of the state of Delaware, as amended.

     

    “Dissenting Share”
means any eLayaway Security held of record by any stockholder who has
exercised applicable appraisal rights under applicable state law.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the regulations
promulgated thereunder.

     

    “FBCA” means the
Florida Business Corporation Act, as amended.

     

    “FINRA” means Financial Industry Regulatory
Authority, Inc. or any successor organization which regulates and administers trading
in OTC Bulletin Board securities.

     

    “GAAP” means United
States generally accepted accounting principles as in effect from time to
time, consistently applied.

     

    “Governmental
Authority” means any national, state, municipal, local or foreign government,
any instrumentality, subdivision, court, administrative agency or commission or
other authority
thereof, or any quasi-governmental or private body exercising any regulatory,
taxing, importing
or other governmental or quasi-governmental authority.

     

    “Knowledge” means
actual knowledge after reasonable investigation.

     

    “Ordinary
Course of Business” means
the ordinary course of business consistent with past custom and practice, including with
respect to nature, quantity and frequency.

     

    “OTC Bulletin Board”
means the over-the-counter bulletin board trading of securities administered
by FINRA.

     

    “Person” means an individual, partnership,
corporation, limited liability company or other business entity, or a Governmental
Authority.

     

    “SEC”
means the Securities and Exchange Commission.

     

    “Securities Act”
means the Securities Act of 1933, as amended, and the regulations promulgated
thereunder.

     

    “Tax” or “Taxes” means any federal, state, local, or
foreign income, gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental, customs duties, capital
stock, franchise, profits, withholding, social security (or similar), unemployment, disability,
real property, personal property, sales, use, transfer, registration,
value added, alternative or add-on
minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or
addition thereto, whether disputed or not and including any obligations to indemnify or otherwise
assume or succeed to the Tax liability of any other Person.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    “Tax
Return” means any return,
declaration, report, claim for refund, or information return or statement relating to Taxes,
including any schedule, attachment or amendment thereto.

     

    “Uncured Breach”
means a material breach of any representation, warranty or covenant contained
in this Agreement which continues without cure for a period of five (5) days
after written notice
of the breach.

     

    9.   General.

     

    A.   Press Releases and Public
Announcements. No Party shall issue any press release or make
any public announcement relating to the subject matter of this Agreement without
the prior written
approval of the other Parties; provided, however, that any
Party may make any public disclosure
that is required by applicable law, in which case the dis closing Party shall
advise the other
Party prior to making the disclosure.

     

    A.   Third-Party
Beneficiaries. This
Agreement shall not confer any rights or remedies upon any Person other than the Parties
and their respective successors and permitted assigns.

     

    A.   Succession and
Assignment. This Agreement shall be binding upon and inure to the benefit
of the Parties named herein and their respective successors and permitted
assigns. No Party may
assign any of its rights, interests, or obligations under this Agreement, in
whole or in part, without
the prior written consent of the other Parties.

     

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

     

    A.   Notices. All notices,
requests, demands, claims, and other communications hereunder (collectively,
the “Notices”) shall be in writing. Any Notice shall be deemed duly given (i)
when delivered
personally to the recipient, (ii) one business day after being sent to the
recipient by reputable
overnight courier service, (iii) one business day after being sent to the
recipient by facsimile
transmission or electronic mail or (iv) four business days after being mailed to
the recipient
by certified mail, return receipt requested and postage prepaid, and addressed
to the intended
recipient as set forth below:

     

    If to Ted Om or Merger
Sub:

    Ted Om
Capital, Inc.

    15332
Antioch St., Suite 448

    Pacific Palisades, California
90272 

    Atta: Jason Weilert

    Email:
jweilert@tedomcapital.com

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    With a copy
to:

    David S.
Hamilton, Esq.

    5699
Kanan Road, #251

    Agoura Hills, California
91301

    Fax: (818) 879-5449

    Email:
dshatty@aol.com

     

    If to
eLayaway:

    eLayaway,
Inc.

    1625
Summit Lake Drive

    Hillside
Building, Suite 205

    Tallahassee,
Florida 32317

    Attn:
Douglas Salie

    Fax:
(850) 877-7388

    Email:
doug.salie@elayaway.com

     

    With a copy
to:

    David
Rees, Esq.

    Vincent
& Rees

    Walker
Center

    175 South Main, 15th Floor

    Salt Lake City, UT
84111

    Fax:
(801) 355-5005

    Email:
drees@vincentrees.com

     

    Any Party
may change the address to which Notices are to be delivered by giving the
other Parties
notice in the manner herein set forth.

     

    F.   Governing Law. This
Agreement shall be governed by and construed in accordance with
the laws of the state of California without giving effect to any choice or
conflict of law provision
or rule (whether of the state of California or any other jurisdiction) that
would cause the application
of the laws of any jurisdiction other than the state of California.

     

    G.   Severability. The
invalidity or unenforceablity of any provision of this Agreement in
any situation or jurisdiction shall not affect the validity or enforceability of
the remaining provisions
hereof or the validity or enforceability of that provision in any other
situation or jurisdiction.

     

    H.   Costs and Expenses.
Each of the Parties shall bear its own costs and expenses (including
legal fees and expenses) incurred in connection with this negotiation and
preparation of this
Agreement and the transactions contemplated hereby.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    I.   Attorney’
Fees. If any Party to this
Agreement (or permitted third party beneficiary) shall bring any action for relief
against another Party arising out of or in connection with this Agreement, in addition to all other
remedies to which the prevailing Party (or permitted third party beneficiary) may be entitled, the
losing Party (or permitted third party beneficiary) shall be required
to pay to the prevailing Party (or
permitted third party beneficiary) a reasonable sum for attorney’s
 fees and costs incurred in bringing or
defending such action and/or enforcing any judgment granted therein, all of which shall be deemed
to have accrued upon the commencement of such action and shall be paid whether or not such
action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific
provision providing for the recovery of attorney’s fees and costs incurred in enforcing such
judgment. For the purposes of this Section, attorney’s fees shall include, without limitation, fees
incurred with respect to the following: (i) post judgment motions, (ii) contempt proceedings, (iii)
garnishment, levy and debtor and third party examinations, (iv) discovery and (v) bankruptcy
litigation.

     

    J.   Construction. The
Parties have participated jointly in the negotiation and drafting of this
Agreement using counsel of their choosing. In the event an ambiguity or question
of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the Parties
and no presumption
or burden of proof shall arise favoring or disfavoring any Party by virtue of
the authorship
of any of the provisions of this Agreement. Any reference to any federal, state,
local, or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder,
unless the context otherwise requires. Time is of the essence of each provision
of this Agreement.
As used herein, unless the context clearly requires otherwise, the words
“herein,” “hereunder”
and “hereby,” shall refer to this entire Agreement and not just the Section or
paragraph in
which such word appears.

     

    K.   Incorporation of Exhibits
and Schedules. The Exhibits and Schedules described in this
Agreement are incorporated herein by reference and made a part
hereof.

     

    L.   Amendments
and Waivers. The Parties
may mutually amend any provision of this Agreement at any time prior to the
Closing with the prior authorization of their respective Boards of Directors; provided,
however, that any
amendment effected subsequent to stockholder approval shall be subject to the restrictions
contained in applicable corporate law. No amendment or waiver by any Party of any provision of this
Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be valid unless the same is in writing and signed by the Party making
such amendment or waiver. No delay or omission of any Party in exercising any right or remedy
hereunder shall constitute a waiver of such right or remedy, and no waiver as to any obligation
shall operate as a continuing waiver or as a waiver of any subsequent breach.

     

    M.   Survival. All of the
representations, warranties and covenants of the Parties contained in
this Agreement shall survive the Closing, and continue in full force and effect
for a period of one year
thereafter, or the expiration of the applicable statute of limitations,
whichever is earlier.

     

    N.   Counterparts. This
Agreement may be executed in one or more counterparts, including
by means of facsimile, each of which shall be deemed an original, and all of
which together
shall constitute one and the same instrument.

     

    
      
        
        

      

      
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    O.   Entire
Agreement. This Agreement,
including the attached Exhibits and Schedules, constitutes the entire agreement among
the Parties with respect to its subject matter and supersedes all prior or contemporaneous
understandings or agreements, whether written or oral, with respect
to such
subject matter. No Party has relied upon any promise, representation or
undertaking not expressly
set forth herein, and each Party agrees that it may only rely on the
representations, warranties,
covenants and agreements set forth herein. To the extent that there is any
conflict between
any provision in this Agreement and any provision in any other agreement to
which the Parties
are also parties, the provision of this Agreement shall govern.

     

    P.   Further Assurance.
Each Party shall do and perform, or cause to be done and performed,
at its expense, all such further acts and things, and shall execute and deliver
all such other
agreements, certificates, instruments and documents, as another Party may
reasonably request in
order to carry out the intent and accomplish the purposes of this Agreement and
the consummation
of the transactions contemplated hereby.

     

    Q.   Remedies. No provision of this Agreement
providing for any specific remedy to a Party shall be construed to limit such
Party to the specific remedy described, and any other remedy that would otherwise be available to
such Party at law or in equity shall also be available. The Parties also intend that the rights and
remedies hereunder be cumulative, so that exercise of any one or more of such rights or remedies
shall not preclude the later or concurrent exercise of any other rights or remedies.

     

    IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed
by their respective authorized persons on the date first above
written.

     

    
    

     

    
      	 	

              TEDOM:

               

              TEDOM
      CAPITAL, INC.

               

              By:
      ____________________________

              Its:
      ____________________________

               

              MERGER
      SUB:

               

              TEDOM
      ACQUISITION CORPORATION

               

              

                By:
      ____________________________

                Its:
      ____________________________

              

               

              eLAYAWAY: 

               

              eLAYAWAY,
INC.

               

              

                By:
      ____________________________

                Its:
      ____________________________

              

            


    

     

    
      
        
        

      

      
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    LIST OF EXHIBITS AND
SCHEDULES

     

    Exhibit
A:    List
of Holders of eLayaway’s Stock and Warrants

    Exhibit
B:    Tedom's Capital
Structure at Closing

    Exhibit
C:    Tedom’s and Merger
Sub’s Banking Information

     

    eLayaway Disclosure
Schedule

    Tedom Disclosure
Schedule

     

     

     

     

     

    
      
        
        

      

      
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    EXHIBIT
A

     

    List of Holders of
eLayaway’s Stock and Warrants

     

    
    

     

    
      	Name	Type of
      Security	State of
      Residence/Principal Place of
Business


    

     

     

     

     

    LISTATTACHED
AS A SEPARATE DOCUMENT

     

     

     

     

     

     

     

    
      
        
        

      

      
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    EXHIBIT
B

     

    Tedom’s Capital Structure at
Closing

     

    
      	 
      	 	
              Common

              Stock

            	 	
              Preferred

              Stock

            
	
              Restricted

            	 	 	14,967,975	 	 
	
              Public
      Company Group - FT

            	 	 	1,305,000	 	 
	
              Ventana
      - FT

            	 	 	481,515	 	 
	 	 	 	 	 	 
	
              Total

            	 	 	16,754,490	 	 
	 	 	 	 	 	 
	
              Series
      A (a)

            	 	 	 	 	1,854,013
	
              Series
      B (a)

            	 	 	 	 	2,788,368
	
              Series
      C (a)

            	 	 	 	 	3,142,452
	
              Series
      D (a)

            	 	 	 	 	154,282
	 	 	 	 	 	 
	Total	 	 	 	 	7,939,1
      15
	

              (a) Preferred shares can be
      converted 1 for 1 into common shares after 12
      months.

            	 	 	 	 	 


    

     

     

     

    
      
        
        

      

      
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    EXHIBIT
C

     

    Tedom’s and Merger Sub’s
Banking Information

     

     

     

    The only bank account is Tedom’s at
City National Bank, account #112700315. Jason Weilert is the only signatory on that
account.

     

     

     

     

    
      
        
        

      

      
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      eLAYAWAY DISCLOSURE
SCHEDULE

    

     

    
       

       

    

    No
exceptions.

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    TEDOM DISCLOSURE
SCHEDULE

     

     

     

    No
exceptions.

     

     

     

     

     

     

     

    
      
        
        

      

      
        27