EXHIBIT 10.1
                                                   Securities Purchase Agreement


                         SECURITIES PURCHASE AGREEMENT

      SECURITIES  PURCHASE  AGREEMENT,  dated  as of  December  28,  2005  (this
"Agreement"),  by and among Duluth Venture  Capital  Partners,  LLC, a Minnesota
limited liability company (the "Seller") and the persons listed on Schedule A to
this Agreement  (each a "Purchaser" and  collectively,  the  "Purchasers").  The
Seller and each Purchaser are referred to herein as a "Party" and  collectively,
as the "Parties".

                                   BACKGROUND

      The Seller is the owner of a  convertible  note,  dated  December 13, 2005
(the "Note"),  in the principal  amount of $127,428,  which is convertible  into
600,000  shares (the "Seller  Shares") of the common  stock of Equicap,  Inc., a
Nevada  corporation (the "Company").  The Seller desires to convert the Note and
sell  all of the  Seller  Shares  to the  Purchasers.  The  Seller  Shares  will
represent  at the  Closing  approximately  60.60% of the issued and  outstanding
capital stock of the Company calculated on a fully-diluted basis. The Purchasers
desire to purchase all of the Seller Shares by  purchasing  the number of Seller
Shares set forth opposite his or its name on Schedule A.

      NOW, THEREFORE,  in consideration of the foregoing and the mutual promises
and  covenants  herein  contained,  the Company,  the Seller and the  Purchasers
hereby agree as follows:

      1. Purchase and Sale.

      The Seller shall convert the Note into Seller  Shares and sell,  transfer,
convey and deliver unto the  Purchasers  the Seller  Shares,  and each Purchaser
shall acquire and purchase from the Seller the number of Seller Shares set forth
opposite each such Purchaser's name on Schedule A to this Agreement.

      2. Purchase Price.

            (a) General. The gross purchase price (the "Purchase Price") for the
Seller  Shares,  in the  aggregate,  is Four Hundred  Ninety Two Thousand,  Five
Hundred Dollars ($492,500) payable as specified in this Section 2 subject to the
other terms and conditions of this Agreement.

            (b) Payment at Closing. At the Closing,  each Purchaser shall pay to
the Seller the portion of the Purchase Price set forth opposite such Purchaser's
name on Schedule A.

            (c) Adjustment for  Outstanding  Liabilities.  In the event that the
Company shall have any liability (whether known or unknown,  whether asserted or
unasserted,  whether  absolute  or  contingent,  whether  accrued or  unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability  for taxes  ("Liability"),  as of the Closing,  the portion of the
Purchase  Price  payable at the Closing  shall be reduced on a dollar for dollar
basis by the amount of such  Liability and if any such  Liability  remains after
the  Closing,  then  upon  the  demand  of  the  Purchasers,  the  Seller  shall
immediately pay to the Purchasers the amount of any such Liability in cash.
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      3. The Closing.

            (a) General.  The closing of the  transactions  contemplated by this
Agreement (the  "Closing")  shall take place by exchange of documents  among the
Parties by fax or courier, as appropriate,  following the satisfaction or waiver
of  all  conditions  to  the  obligations  of  the  Parties  to  consummate  the
transactions  contemplated hereby (other than conditions with respect to actions
the respective  Parties will take at the Closing itself) not later than December
23,  2005 or such other  date as the  Purchasers  and the  Seller  may  mutually
determine (the "Closing Date").

            (b) Delivery of  Certificates  in Escrow.  As soon as possible after
the date hereof,  the Seller is  delivering  certificates  (the  "Certificates")
evidencing  the Seller  Shares  held by the Seller to Thelen  Reid & Priest LLP,
with  offices at 701  Eighth  Street,  NW,  Washington,  DC 20001  (the  "Escrow
Agent").  The Escrow  Agent  shall  hold the  Certificates  in escrow  until the
Closing at which time the Escrow  Agent shall  deliver the  Certificates  to the
Purchasers  immediately after delivery to the Seller of the total Purchase Price
at Closing.

            (c) Deliveries at the Closing. At the Closing:  (i) the Seller shall
deliver to the Purchasers the various certificates,  instruments,  and documents
referred to in Section  10(a) below;  (ii) the  Purchasers  shall deliver to the
Seller the  various  certificates,  instruments,  and  documents  referred to in
Section  10(b)  below;  (iii) the  Purchasers  shall  deliver  to the Seller the
Purchase  Price,  by wire transfer to an account  specified by the Seller to the
Purchasers  in  writing in advance  of the  Closing;  and (iv) the Seller  shall
deliver to the Purchasers the Certificates,  endorsed in blank or accompanied by
duly executed assignment documents and including a Medallion Guarantee.

      4. Appointment of Purchaser Representative.

      The Purchasers hereby irrevocably constitute and appoint,  effective as of
the date hereof,  Fountainhead  Investments,  Inc.  (together with its permitted
successors, the "Purchaser Representative"),  as their true and lawful agent and
attorney-in-fact to enter into any agreement in connection with the transactions
contemplated  by this  Agreement,  to  perform on behalf of the  Purchasers  any
obligations or  undertakings  thereunder,  to exercise all or any of the powers,
authority and discretion conferred on it under any such agreement,  to waive any
terms  and  conditions  of any such  agreement  (other  than the  amount  of the
Purchase  Price),  to give and receive  notices on their  behalf and to be their
exclusive  representative  with respect to any matter,  suit,  claim,  action or
proceeding  arising with  respect to any  transaction  contemplated  by any such
agreement;  and the Purchaser  Representative agrees to act as, and to undertake
the duties and responsibilities of, such agent and attorney-in-fact.  This power
of  attorney  is  coupled  with  an  interest  and  irrevocable.  The  Purchaser
Representative  shall not be liable for any action  taken or not taken by him in
connection with his obligations under this Agreement as long as such actions are
taken or omitted in good faith and in the absence of willful misconduct or gross
negligence.  If the  Purchaser  Representative  shall be unable or  unwilling to
serve in such capacity,  his successor shall be named by those persons  agreeing
to acquire  more than  fifty  percent  (50%) in  interest  of the Seller  Shares
pursuant to this Agreement.


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      5. Representations and Warranties of the Seller.

      The Seller  represents and warrants to the Purchasers  that the statements
contained  in this  Section 5 are  correct  and  complete as of the date of this
Agreement  and will be correct and  complete  as of the Closing  Date (as though
made then and as though the Closing Date were  substituted  for the date of this
Agreement throughout this Section 5).

            (a) The Seller has the power and  authority to execute,  deliver and
perform Seller's obligations under this Agreement and to sell, assign,  transfer
and deliver to the  Purchasers  the Seller  Shares as  contemplated  hereby.  No
permit,  consent,  approval  or  authorization  of,  or  declaration,  filing or
registration  with any  governmental  or regulatory  authority or consent of any
third party is required in connection  with the execution and delivery by Seller
of this Agreement and the consummation of the transactions contemplated hereby.

            (b) Neither the  execution and delivery of this  Agreement,  nor the
consummation  of the  transactions  contemplated  hereby or compliance  with the
terms and conditions  hereof by the Seller will violate or result in a breach of
any term or provision  of any  agreement to which Seller is bound or is a party,
or be in conflict with or constitute a default under, or cause the  acceleration
of the maturity of any  obligation  of Seller  under any  existing  agreement or
violate  any  order,  writ,  injunction,  decree,  statute,  rule or  regulation
applicable to Seller or any properties or assets of Seller.

            (c) This Agreement has been duly and validly executed by Seller, and
constitutes  the valid and binding  obligation  of Seller,  enforceable  against
Seller in accordance with its terms,  except as enforceability may be limited by
bankruptcy, insolvency or other laws affecting creditors' rights generally or by
limitations, on the availability of equitable remedies.

            (d) The Seller Shares are owned beneficially and of record by Seller
and are validly issued and outstanding,  fully paid for and non-assessable  with
no personal liability attaching to the ownership thereof. Seller owns the Seller
Shares free and clear of all liens, charges,  security interests,  encumbrances,
claims of others, options,  warrants,  purchase rights, contracts,  commitments,
equities or other  claims or demands of any kind  (collectively,  "Liens"),  and
upon  delivery  of the Seller  Shares to the  Purchasers,  the  Purchasers  will
acquire good,  valid and  marketable  title thereto free and clear of all Liens.
The  Seller is not a party to any  option,  warrant,  purchase  right,  or other
contract  or  commitment  that could  require the Seller to sell,  transfer,  or
otherwise  dispose of any capital  stock of the Company  (other than pursuant to
this Agreement).  The Seller is not a party to any voting trust, proxy, or other
agreement or  understanding  with respect to the voting of any capital  stock of
the Company.

            (e) The Company is a corporation in good standing duly  incorporated
in the State of Nevada.  The Company is duly authorized to conduct  business and
is in good standing under the laws of each jurisdiction where such qualification
is  required.  The  Company  has full  corporate  power  and  authority  and all
licenses,  permits, and authorizations  necessary to carry on its business.  The
Company  has no  subsidiaries  and  does not  control  any  other  subsidiaries,
directly or indirectly,  or have any direct or indirect equity  participation in
any other entity.

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            (f) The Company's  authorized  capital stock, as of the date of this
Agreement and as of the Closing, consists of 500,000,000 shares of Common Stock,
$0.001 par value per share,  of which 390,100 shares are issued and  outstanding
and held by  approximately  405  stockholders  of which (i)  53,800  shares  are
unrestricted  and not held by affiliates,  (ii) 36,300 shares are restricted but
subject to Rule 144 and not held by  affiliates,  and (iii)  300,000  shares are
restricted  and held by the sole director and executive  officer of the Company.
The Company has not reserved  any shares of its Common  Stock for issuance  upon
the exercise of options,  warrants or any other  securities that are exercisable
or exchangeable  for, or convertible  into,  Common Stock. All of the issued and
outstanding  shares  of  Common  Stock  are  validly  issued,   fully  paid  and
non-assessable  and  have  been  issued  in  compliance  with  applicable  laws,
including,  without  limitation,  applicable  federal and state securities laws.
There  are no  outstanding  options,  warrants  or other  rights  of any kind to
acquire any  additional  shares of capital  stock of the  Company or  securities
exercisable  or  exchangeable  for, or  convertible  into,  capital stock of the
Company, nor is the Company committed to issue any such option,  warrant,  right
or security. There are no agreements relating to the voting, purchase or sale of
capital stock (i) between or among the Company and any of its stockholders, (ii)
between or among the Seller and any third party,  or (iii) to the best knowledge
of the Seller between or among any of the Company's stockholders. The Company is
not a party to any agreement  granting any  stockholder of the Company the right
to cause the Company to register shares of the capital stock of the Company held
by such  stockholder  under the Securities Act. The stockholder list provided to
the  Purchasers is a current  shareholder  list  generated by its stock transfer
agent,  and such list  accurately  reflects  all of the issued  and  outstanding
shares of the Company's Common Stock.

            (g) As of the date hereof the Company has total  Liabilities of less
than  $1,000,  all of  which  Liabilities  will be paid  off at or  prior to the
Closing and shall in no event become the  Liability of the  Purchasers or remain
the Liabilities of the Company following the Closing.

            (h) There is no legal, administrative,  investigatory, regulatory or
similar  action,  suit,  claim or proceeding that is pending or, to the Seller's
knowledge, threatened against the Company.

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            (i) During the period from  January 1, 2000 through the date hereof,
the  Company  has  filed  or  furnished  (i)  all  reports,   schedules,  forms,
statements,  prospectuses  and other  documents  required to be filed  with,  or
furnished to, the Securities and Exchange  Commission (the "SEC") by the Company
(all such documents,  as amended or  supplemented,  are referred to collectively
as, the "Company SEC  Documents")  and (ii) all  certifications  and  statements
required by (x) Rule 13a-14 or 15d-14 under the  Exchange  Act, or (y) 18 U.S.C.
ss.1350  (Section  906 of the  Sarbanes-Oxley  act of 2002) with  respect to any
applicable Company SEC Document  (collectively,  the "SOX Certifications").  The
Company has made available to the Purchasers all SOX  Certifications and comment
letters  received by the Company from the staff of the SEC and all  responses to
such comment  letters by or on behalf of the  Company.  Through the date hereof,
the Company complied in all respects with its SEC filing  obligations  under the
Exchange Act and the Securities Act, as a reporting  issuer under Section 12g of
the Exchange Act. Each of the audited financial statements and related schedules
and notes  thereto and  unaudited  interim  financial  statements of the Company
(collectively,  the "Company Financial Statements") contained in the Company SEC
Documents (or  incorporated  therein by  reference)  were prepared in accordance
with  United  States  generally  accepted  accounting  principles  applied  on a
consistent  basis ("GAAP")  (except in the case of interim  unaudited  financial
statements)  except as noted  therein,  and fairly  present in all  respects the
consolidated financial position of the Company and its consolidated subsidiaries
as of the dates thereof and the consolidated  results of their operations,  cash
flows and changes in  stockholders'  equity for the periods then ended,  subject
(in the case of interim unaudited financial statements) to normal year-end audit
adjustments (the effect of which will not, individually or in the aggregate,  be
adverse)  and,  such  financial  statements  complied  as to  form  as of  their
respective  dates in all respects with  applicable  rules and regulations of the
SEC.  The  financial  statements  referred  to  herein  reflect  the  consistent
application  of such  accounting  principles  throughout  the periods  involved,
except as  disclosed  in the notes to such  financial  statements.  No financial
statements of any Person not already  included in such financial  statements are
required by GAAP to be included in the consolidated  financial statements of the
Company.  As of their  respective  dates,  each the  Company  SEC  Document  was
prepared in accordance with and complied with the requirements of the Securities
Act  or  the  Exchange  Act,  as  applicable,  and  the  rules  and  regulations
thereunder,  and the Company SEC Documents  (including all financial  statements
included  therein and all  exhibits  and  schedules  thereto  and all  documents
incorporated by reference  therein) did not, as of the date of  effectiveness in
the case of a registration statement, the date of mailing in the case of a proxy
or information statement and the date of filing in the case of other the Company
SEC  Documents,  contain any untrue  statement of a fact or omit to state a fact
required to be stated  therein or necessary to make the statements  therein,  in
the light of the  circumstances  under  which  they were made,  not  misleading.
Neither the Company  nor, to the  Company's  knowledge,  any of its officers has
received notice from the SEC or any other governmental  authority questioning or
challenging  the accuracy,  completeness,  content,  form or manner of filing or
furnishing of the SOX Certifications. The Company is a reporting issuer pursuant
to Section 12g of the Exchange Act.

            (j) The Company has properly filed all federal,  state and local tax
returns and has paid all taxes,  assessments and penalties due and payable.  All
such tax returns  were  complete  and correct in all  respects as filed,  and no
claims have been assessed  with respect to such  returns.  There are no present,
pending,  or threatened  audit,  investigations,  assessments  or disputes as to
taxes of any nature payable by the Company or any of its  subsidiaries,  nor any
tax liens  whether  existing  or inchoate on any of the assets of the Company or
any of its  subsidiaries,  except for current year taxes not  presently  due and
payable.  No IRS or foreign,  state,  county or local tax audit is  currently in
progress.  Neither  the  Company  nor any of its  subsidiaries  has  waived  the
expiration of the statute of limitations with respect to any taxes. There are no
outstanding requests by the Company or any of its Subsidiaries for any extension
of time  within  which to file any tax return or to pay taxes shown to be due on
any tax return.

            (k) The Company maintains limited operations and does not employ any
employees and does not maintain any employee benefit or stock option plans.

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            (l)  Since  December  31,  2004,  there  has not been  any  event or
condition of any character which has adversely  affected,  or may be expected to
adversely  affect,  the  Company's  business or  prospects,  including,  but not
limited to any adverse change in the condition, assets, liabilities (existing or
contingent)  or  business  of the  Company  from  that  shown  in the  financial
statements of the Company included in its annual report on Form 10-KSB filed for
the year ended December 31, 2004.

            (m) The  Company  has  complied in all  material  respects  with all
applicable  laws  (including  rules,  regulations,  codes,  plans,  injunctions,
judgments, orders, decrees, rulings, and charges thereunder) of all governmental
authorities, and no action, suit, proceeding,  hearing,  investigation,  charge,
complaint,  claim,  demand,  or notice has been filed or  commenced  against the
Company  alleging  any  failure so to comply.  To the  knowledge  of the Seller,
neither the Company, nor any officer, director, employee, consultant or agent of
the Company has made, directly or indirectly,  any payment or promise to pay, or
gift or promise to give or  authorized  such a promise or gift,  of any money or
anything  of  value,  directly  or  indirectly,  to any  governmental  official,
customer or supplier for the purpose of influencing any official act or decision
of such  official,  customer or supplier or inducing  him, her or it to use his,
her or its influence to affect any act or decision of a  governmental  authority
or  customer,  under  circumstances  which  could  subject  the  Company  or any
officers,  directors,  employees or consultants of the Company to administrative
or criminal penalties or sanctions.

            (n) No  representation  or warranty by the Seller in this Agreement,
nor in  any  certificate,  schedule  or  exhibit  delivered  or to be  delivered
pursuant to this  Agreement  contains or will  contain any untrue  statement  of
material  fact, or omits or will omit to state a material fact necessary to make
the statements herein or therein, in light of the circumstances under which they
were made, not misleading.

      6. Representations and Warranties of the Purchasers.

      Each Purchaser represents and warrants to the Seller as follows:

            (a) Each  Purchaser  has full power and authority to enter into this
Agreement and to carry out the transactions  contemplated hereby. This Agreement
constitutes a valid and binding  obligation  of each  Purchaser  enforceable  in
accordance  with its  terms,  except  as (i) the  enforceability  hereof  may be
limited by bankruptcy,  insolvency or similar laws affecting the  enforceability
of creditor's  rights generally and (ii) the availability of equitable  remedies
may be limited by equitable principles of general applicability.

            (b) Neither the  execution  and delivery of this  Agreement  nor the
consummation  of the  transactions  contemplated  hereby,  nor compliance by any
Purchaser with any of the provisions hereof will:  violate, or conflict with, or
result in a breach of any  provision  of, or  constitute  a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or result in the termination  of, or accelerate the performance  required by, or
result  in the  creation  of any Lien  upon any of the  properties  or assets of
Purchaser under any of the terms, conditions or provisions of any material note,
bond, indenture,  mortgage,  deed or trust, license,  lease,  agreement or other
instrument  or  obligation  to  which he is a party or by which he or any of his
properties  or assets  may be bound or  affected,  except  for such  violations,
conflicts,  breaches or defaults as do not have, in the aggregate,  any material
adverse  effect;  or violate  any  material  order,  writ,  injunction,  decree,
statute,  rule or regulation applicable to Purchaser or any of its properties or
assets,  except for such  violations  which do not have, in the  aggregate,  any
material adverse effect.

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            (c) Each  Purchaser  is  acquiring  the  Seller  Shares  for his own
account for  investment and not for the account of any other person and not with
a view to or for  distribution,  assignment  or  resale in  connection  with any
distribution within the meaning of the Securities Act. Each Purchaser agrees not
to sell or otherwise transfer the Seller Shares unless they are registered under
the Securities Act and any applicable  state securities laws, or an exemption or
exemptions from such  registration  are available.  Each Purchaser has knowledge
and  experience  in financial  and  business  matters such that he is capable of
evaluating the merits and risks of acquiring the Seller Shares.

            (d)  No  permit,   consent,   approval  or   authorization   of,  or
declaration,   filing  or  registration  with  any  governmental  or  regulatory
authority or the consent of any third party is required in  connection  with the
execution and delivery by Purchaser of this  Agreement and the  consummation  of
the transactions contemplated hereby.

      7. Brokers and Finders.

      There are no finders and no parties shall be  responsible  for the payment
of any finders' fees other than as specifically set forth herein. Other than the
foregoing,  neither  the Seller  nor the  Company,  nor any of their  respective
directors,  officers or agents on their behalf,  have incurred any obligation or
liability,  contingent or  otherwise,  for brokerage or finders' fees or agents'
commissions  or  financial   advisory  services  or  other  similar  payment  in
connection with this Agreement.

      8. Pre-Closing Covenants.

      The  Parties  agree as follows  with  respect to the  period  between  the
execution of this Agreement and the Closing.

            (a) General. Each of the Parties will use his or its best efforts to
take all action and to do all things necessary, proper, or advisable in order to
consummate and make effective the  transactions  contemplated  by this Agreement
(including satisfaction,  but not waiver, of the closing conditions set forth in
Section 10 below).

            (b) Notices and Consents.  The Seller will cause the Company to give
any notices to third parties, and will cause the Company to use its best efforts
to obtain  any third  party  consents,  that the  Purchaser  Representative  may
reasonably  request.  Each of the  Parties  will (and the Seller  will cause the
Company to) give any notices to, make any filings with, and use its best efforts
to  obtain  any   authorizations,   consents,   and  approvals  of  governmental
authorities  necessary  in order to  consummate  the  transactions  contemplated
hereby. The parties acknowledge that SEC Rule 14f-1 requires that an information
statement containing certain specified  disclosures be filed with the Securities
and Exchange  Commission  and mailed to the Company's  stockholders  at least 10
days before any person designated by the Purchasers can become a director of the
Company. The Purchasers and the Seller agree to cooperate fully with the Company
in the preparation and timely filing of such  information as soon as practicable
following the Closing and with respect to the  preparation  and filing of a Form
8-K under the Exchange Act, regarding the change of control of the Company, when
such  change  of  control  occurs,  and  to  provide  all  information  therefor
respectively needed from them in a timely manner, so as not to cause undue delay
in the  filing of the  information  statement  or the Form 8-K or any  amendment
thereto. Otherwise, the Seller is not aware of any third party consent nor other
filing  or  notice  to  third  parties  that is  necessary  in  respect  of this
Agreement.

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            (c)  Operation of Business.  The Seller will not cause or permit the
Company  to  engage  in any  practice,  take  any  action,  or  enter  into  any
transaction except for ministerial  matters necessary to maintain the Company in
good  standing and to arrange for the filing of all necessary  reports  required
under the  Securities  Exchange  Act to make the  Company a  reporting  company.
Without  limiting the generality of the foregoing,  the Seller will not cause or
permit the Company to (i)  declare,  set aside,  or pay any dividend or make any
distribution with respect to its capital stock or redeem, purchase, or otherwise
acquire any of its capital stock except as otherwise expressly specified herein,
(ii) issue, sell, or otherwise dispose of any of its capital stock, or grant any
options,  warrants,  preemptive or other rights to purchase or obtain (including
upon conversion, exchange, or exercise) any of its capital stock, (iii) make any
capital expenditures, loans, or incur any other obligations or liabilities, (iv)
enter  into  any  agreements  involving  expenditures  individually,  or in  the
aggregate,  of more than $1,000 (other than agreements for professional services
which  will be paid in full at or  prior to the  Closing),  (v)  enter  into any
agreement  or  incur  any  other  commitment  or (vi)  otherwise  engage  in any
practice,  take any action,  or enter into any transaction  that is inconsistent
with the transactions contemplated hereby.

            (d)  Preservation of Business.  The Seller will cause the Company to
keep its business and properties substantially intact until the Closing.

            (e) Notice of  Developments.  The Seller  will give  prompt  written
notice to the  Purchaser  Representative  of any  material  adverse  development
causing a breach  of any of the  representations  and  warranties  in  Section 5
above.  No disclosure by any Party pursuant to this Section,  however,  shall be
deemed to amend or supplement the disclosures  contained in the Schedules hereto
or to prevent or cure any  misrepresentation,  breach of warranty,  or breach of
covenant.

            (f) Exclusivity.  The Seller shall not, directly or indirectly,  (i)
solicit, initiate, or encourage the submission of any proposal or offer from any
person  relating to the acquisition of the Seller Shares or any capital stock or
other voting securities,  or any assets (including any acquisition structured as
a merger,  consolidation,  or share exchange) of the Company or (ii) participate
in any  discussions or  negotiations  regarding,  furnish any  information  with
respect to,  assist or  participate  in, or  facilitate  in any other manner any
effort or attempt by any person to do or seek any of the  foregoing.  The Seller
will vote the shares of the  Company's  Common  Stock held by it in favor of any
such acquisition structured as a merger,  consolidation,  or share exchange. The
Seller shall notify the Purchaser  immediately if any person makes any proposal,
offer, inquiry, or contact with respect to any of the foregoing.

      9.  Post-Closing  Covenants.  The Parties agree as follows with respect to
the period following the Closing.

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            (a)  General.  In case at any time  after the  Closing  any  further
action is necessary  or  desirable to carry out the purposes of this  Agreement,
each of the Parties will take such further  action  (including the execution and
delivery  of such  further  instruments  and  documents)  as any other Party may
reasonably  request,  all at the sole cost and expense of the  requesting  Party
(unless  the  requesting  Party is entitled to  indemnification  therefor  under
Section 11 below).  The  Seller  acknowledges  and agree that from and after the
Closing the Purchasers  will be entitled to possession of all documents,  books,
records  (including  tax records),  agreements,  and financial  data of any sort
relating to the Company.

            (b)  Litigation  Support.  In the event and for so long as any Party
actively is  contesting  or  defending  against any  action,  suit,  proceeding,
hearing,  investigation,  charge, complaint, claim, or demand in connection with
(i)  any  transaction  contemplated  under  this  Agreement  or (ii)  any  fact,
situation,   circumstance,   status,   condition,   activity,   practice,  plan,
occurrence,  event, incident, action, failure to act, or transaction on or prior
to the Closing Date  involving the Company,  the other Party will cooperate with
him or it and his or its counsel in the contest or defense, make available their
personnel,  and provide such  testimony and access to their books and records as
shall be necessary in  connection  with the contest or defense,  all at the sole
cost and expense of the contesting or defending  Party (unless the contesting or
defending Party is entitled to indemnification therefor under Section 11 below).

      10. Conditions to Obligation to Close.

            (a) Conditions to Obligation of the Purchaser.

      The  obligation of the  Purchasers to consummate  the  transactions  to be
performed  by the  Purchasers  in  connection  with the  Closing  are subject to
satisfaction of the following conditions:

                  (i) the  representations and warranties set forth in Section 5
above  shall be true  and  correct  in all  material  respects  at and as of the
Closing Date;

                  (ii) the Seller shall have  performed and complied with all of
their covenants hereunder in all material respects through the Closing;

                  (iii) the Company  shall have  procured all of the third party
consents required in order to effect the Closing;

                  (iv) no  action,  suit,  or  proceeding  shall be  pending  or
threatened before any court or  quasi-judicial  or administrative  agency of any
federal,  state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction,  judgment, order, decree, ruling, or charge would (A)
prevent consummation of any of the transactions  contemplated by this Agreement,
(B) cause any of the transactions contemplated by this Agreement to be rescinded
following consummation,  (C) affect adversely the right of the Purchasers to own
the Seller Shares and to control the Company,  or (D) affect adversely the right
of the  Company to own its assets and to  operate  its  businesses  (and no such
injunction, judgment, order, decree, ruling, or charge shall be in effect);

                                       9
<PAGE>

                  (v) the  Seller  shall  have  delivered  to the  Purchasers  a
certificate  to the effect that (A) each of the  conditions  specified  above in
Section  10(a)(i)-(iv) is satisfied in all respects,  and (B) as of the Closing,
the Company has no Liabilities;

                  (vi) The Seller shall have  converted the Note into the Seller
Shares and the Seller shall have caused the Company to file a current  report on
Form 8-K  disclosing the issuance of the Seller Shares and the Seller shall have
filed  any  reports  or  schedules  required  to be  filed by the  Seller  under
applicable federal securities laws;

                  (vii) The Purchasers shall have received an opinion of counsel
to the  Seller  providing  that  (A) all of the  Seller  Shares  and  all  other
outstanding  shares were validly issued,  are fully paid and  non-assessable and
were  issued  in  compliance  with  all  laws,  including,  without  limitation,
applicable  federal and state securities laws, (B) all outstanding shares of the
Company's  common  stock (other than control  shares held by  affiliates  of the
Company) may be transferred  freely pursuant to Rule 144(k), and (C) no consents
or notices are required to be given under any applicable laws in connection with
the transactions contemplated by this Agreement;

                  (viii) the Purchasers  shall have received the  resignation of
the Company's sole director and executive  officer,  which  resignation shall be
effective as of the Closing with respect to all of the  executive  offices held,
and  shall be  effective  as of the  10th  day  following  the  filing  with the
Securities  and  Exchange   Commission  and  mailing  to   stockholders  of  the
information  statement that complies with the  requirements of Rule 14f-1.  Such
information  statement  will be  filed  by the  Company  as soon as  practicable
following the Closing. The Purchasers shall have appointed Purchasers' designees
as officers of the Company.  The designee of the  Purchasers who may be lawfully
appointed to the Board of Directors of the Company as of the Closing  shall have
been appointed.

                  (ix)  there  shall  not  have  been  any  occurrence,   event,
incident,  action,  failure to act, or transaction since December 31, 2004 which
has had or is  reasonably  likely  to cause a  material  adverse  effect  on the
business,  assets,  properties,  financial  condition,  results of operations or
prospects of the Company;

                  (x)  the  Purchasers  shall  have  completed  their  business,
accounting  and  legal due  diligence  review of the  Company,  and the  results
thereof  shall be  consistent  with the reports  filed by the  Company  with the
Securities and Exchange Commission,  which reports have already been reviewed by
the Purchasers;

                  (xi) the Purchasers  shall have received such pay-off  letters
and  releases  relating to  Liabilities  as they shall have  requested  and such
pay-off letters shall be in form and substance satisfactory to the Purchasers;

                  (xii) the Purchasers  shall have conducted UCC,  judgment lien
and tax lien searches with respect to the Company, the results of which indicate
no liens on the assets of the Company;

                  (xiii) the Seller shall have  delivered to the Company  copies
of the Company's Certificate of Incorporation and bylaws, both as amended to the
Closing Date, certified by the Secretary of the Company,  resolutions adopted by
the Board of  Directors of the Company  appointing  the  Purchasers  designee as
director  and officer of the Company and  authorizing  such other  action as the
Purchaser's  may  reasonably  require and the Seller shall have delivered to the
Purchasers the Company's  original  minute book and corporate seal and all other
original corporate documents and agreements;

                                       10
<PAGE>

                  (xiv) the Seller shall deliver to the Purchasers  confirmation
that the Company is in Good Standing in Nevada.

                  (xv) the  Company  shall have  maintained  at and  immediately
after the Closing its status as a company  whose  Common  Stock is quoted on the
OTC Bulletin Board; and

                  (xvi) all actions to be taken by the Seller in connection with
consummation  of the  transactions  contemplated  hereby  and all  certificates,
opinions,  instruments,  and other documents required to effect the transactions
contemplated   hereby  will  be  satisfactory  in  form  and  substance  to  the
Purchasers.

                  (xvii) at the  Closing,  there  shall be no more than  990,100
shares of the Company's Common Stock issued and outstanding.

      The Purchasers may waive any condition  specified in this Section 10(a) at
or prior to the Closing in writing executed by the Purchasers.

            (b) Conditions to Obligation of the Seller.

      The  obligations  of the  Seller  to  consummate  the  transactions  to be
performed by it in connection  with the Closing are subject to  satisfaction  of
the following conditions:

                  (i) the  representations and warranties set forth in Section 6
above  shall be true  and  correct  in all  material  respects  at and as of the
Closing Date;

                  (ii) the Purchasers shall have performed and complied with all
of their covenants hereunder in all material respects through the Closing;

                  (iii) no  action,  suit,  or  proceeding  shall be  pending or
threatened before any court or  quasi-judicial  or administrative  agency of any
federal,  state, local, or foreign jurisdiction or before any arbitrator wherein
an unfavorable injunction,  judgment, order, decree, ruling, or charge would (A)
prevent  consummation of any of the transactions  contemplated by this Agreement
or (B)  cause  any of the  transactions  contemplated  by this  Agreement  to be
rescinded  following  consummation  (and no such  injunction,  judgment,  order,
decree, ruling, or charge shall be in effect);

                  (iv) the  Purchasers  shall  have  delivered  to the  Seller a
certificate to the effect that each of the conditions specified above in Section
10(b)(i)-(iii) is satisfied in all respects;

                  (v) all actions to be taken by the  Purchasers  in  connection
with consummation of the transactions  contemplated hereby and all certificates,
opinions,  instruments,  and other documents required to effect the transactions
contemplated hereby will be satisfactory in form and substance to the Seller.

                                       11
<PAGE>

      The Seller may waive any  condition  specified in this Section 10(b) at or
prior to the Closing in writing executed by the Seller.

      11. Remedies for Breaches of This Agreement.

            (a)  Survival  of  Representations   and  Warranties.   All  of  the
representations  and  warranties  of  the  Parties  shall  survive  the  Closing
hereunder  (even if a Party knew or had reason to know of any  misrepresentation
or breach of warranty by another  Party at the time of Closing)  and continue in
full force and effect for a period of twenty four months thereafter.

            (b) Indemnification Provisions for Benefit of the Purchasers.

                  (i) In the  event  the  Seller  breaches  (or in the event any
third party alleges facts that, if true, would mean the Seller has breached) any
of its  representations,  warranties,  and covenants  contained herein,  and, if
there is an applicable survival period pursuant to Section 11(a) above, provided
that the Purchasers make a written claim for indemnification  against the Seller
within such survival period, then the Seller shall indemnify the Purchasers from
and against the entirety of any Adverse  Consequences  the Purchasers may suffer
through  and  after the date of the claim  for  indemnification  (including  any
Adverse  Consequences  the Purchasers may suffer after the end of any applicable
survival period) resulting from,  arising out of, relating to, in the nature of,
or caused by the breach (or the alleged breach). For purposes of this Agreement,
"Adverse  Consequences"  means  all  actions,  suits,   proceedings,   hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid
in settlement,  Liabilities,  obligations,  taxes,  Liens,  losses,  lost value,
expenses, and fees, including court costs and attorneys' fees and expenses.

                  (ii)  The  Seller  shall  indemnify  the  Purchasers  from and
against the  entirety  of any Adverse  Consequences  the  Purchasers  may suffer
resulting from,  arising out of, relating to, in the nature of, or caused by any
Liability of the Company (whether or not accrued or otherwise disclosed) (x) for
any taxes of the Company with respect to any tax year or portion  thereof ending
on or before the Closing Date (or for any Tax year  beginning  before and ending
after the  Closing  Date to the extent  allocable  to the portion of such period
beginning before and ending on the Closing Date) and (y) for the unpaid taxes of
any Person (other than the Company)  under Section  1.1502-6 of the  Regulations
adopted  under the Code (or any similar  provision of state,  local,  or foreign
law), as a transferee or successor, by contract, or otherwise.

                  (iii) The  Seller  shall  indemnify  the  Purchasers  from and
against the  entirety of any  Liabilities  arising out of the  ownership  of the
Shares or operation of the Company prior to the Closing.

                  (iv)  The  Seller  shall  indemnify  the  Purchasers  from and
against the  entirety  of any Adverse  Consequences  the  Purchasers  may suffer
resulting from,  arising out of, relating to, in the nature of, or caused by any
indebtedness  or other  Liabilities  of the  Company  existing as of the Closing
Date.

                                       12
<PAGE>

            (c)  Indemnification  Provisions  for Benefit of the Seller.  In the
event the Purchasers breach (or in the event any third party alleges facts that,
if true,  would mean the  Purchasers  has breached) any of its  representations,
warranties,  and  covenants  contained  herein,  and, if there is an  applicable
survival period pursuant to Section 11(a) above,  provided that the Seller makes
a written claim for indemnification  against the Purchasers within such survival
period,  then the  Purchasers  shall  indemnify  the Seller from and against the
entirety of any Adverse Consequences the Seller may suffer through and after the
date of the claim for  indemnification  (including any Adverse  Consequences the
Seller may suffer after the end of any  applicable  survival  period)  resulting
from, arising out of, relating to, in the nature of, or caused by the breach (or
the alleged breach).

            (d) Matters Involving Third Parties.

                  (i)  If  any  third   party   shall   notify  any  Party  (the
"Indemnified  Party") with respect to any matter (a "Third Party  Claim")  which
may give rise to a claim  for  indemnification  against  any  other  Party  (the
"Indemnifying  Party") under this Section 11, then the  Indemnified  Party shall
promptly notify each Indemnifying Party thereof in writing;  provided,  however,
that no delay on the part of the Indemnified Party in notifying any Indemnifying
Party shall relieve the Indemnifying Party from any obligation  hereunder unless
(and then solely to the extent) the Indemnifying Party thereby is prejudiced.

                  (ii) Any Indemnifying  Party will have the right to defend the
Indemnified  Party  against  the Third  Party  Claim with  counsel of its choice
reasonably satisfactory to the Indemnified Party so long as (A) the Indemnifying
Party  notifies  the  Indemnified  Party in  writing  within  10 days  after the
Indemnified   Party  has  given  notice  of  the  Third  Party  Claim  that  the
Indemnifying  Party will  indemnify the  Indemnified  Party from and against the
entirety of any Adverse  Consequences the Indemnified Party may suffer resulting
from,  arising  out of,  relating  to, in the  nature of, or caused by the Third
Party Claim,  (B) the  Indemnifying  Party provides the  Indemnified  Party with
evidence  reasonably  acceptable to the Indemnified  Party that the Indemnifying
Party will have the financial  resources to defend against the Third Party Claim
and fulfill its indemnification obligations hereunder, (C) the Third Party Claim
involves only money  damages and does not seek an injunction or other  equitable
relief,  (D)  settlement  of, or an adverse  judgment with respect to, the Third
Party Claim is not, in the good faith judgment of the Indemnified Party,  likely
to  establish  a  precedential  custom or  practice  adverse  to the  continuing
business  interests of the Indemnified  Party,  and (E) the  Indemnifying  Party
conducts the defense of the Third Party Claim actively and diligently.

                  (iii)  So long as the  Indemnifying  Party is  conducting  the
defense of the Third Party Claim in accordance with Section 11(d)(ii) above, (A)
the  Indemnified  Party  may  retain  separate  co-counsel  at its sole cost and
expense  and  participate  in the  defense  of the Third  Party  Claim,  (B) the
Indemnified  Party will not  consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnifying Party (not to be withheld unreasonably), and (C) the
Indemnifying  Party will not consent to the entry of any  judgment or enter into
any  settlement  with respect to the Third Party Claim without the prior written
consent of the Indemnified Party (not to be withheld unreasonably).

                                       13
<PAGE>

                  (iv) In the event any of the  conditions in Section  11(d)(ii)
above is or becomes  unsatisfied,  however, (A) the Indemnified Party may defend
against,  and consent to the entry of any judgment or enter into any  settlement
with  respect  to, the Third Party  Claim in any manner it  reasonably  may deem
appropriate  (and the  Indemnified  Party need not consult  with,  or obtain any
consent  from,  any  Indemnifying  Party  in  connection  therewith),   (B)  the
Indemnifying   Parties  will  reimburse  the  Indemnified   Party  promptly  and
periodically for the costs of defending against the Third Party Claim (including
attorneys'  fees and  expenses),  and (C) the  Indemnifying  Parties will remain
responsible  for any  Adverse  Consequences  the  Indemnified  Party may  suffer
resulting from,  arising out of, relating to, in the nature of, or caused by the
Third Party Claim to the fullest extent provided in this Section 11.

                  (v)  Other  Indemnification   Provisions.  The  Seller  hereby
indemnifies  the  Purchasers  against  any and all claims that may be filed by a
current or former  officer,  director or employee of the Seller by reason of the
fact that such person was a director, officer, employee, or agent of the Company
or was  serving  the  Company at the  request of the Seller or the  Company as a
partner,  trustee,  director,  officer,  employee,  or agent of another  entity,
whether  such  claim  is  for  accrued  salary,  compensation,  indemnification,
judgments, damages, penalties, fines, costs, amounts paid in settlement, losses,
expenses,  or  otherwise  and whether  such claim is  pursuant  to any  statute,
charter document,  bylaw,  agreement,  or otherwise) with respect to any action,
suit,  proceeding,  complaint,  claim,  or demand  brought  against  the Company
(whether such action, suit, proceeding,  complaint, claim, or demand is pursuant
to an agreement, applicable law, or otherwise).

      12. Termination.

            (a)  Termination  of  Agreement.  The  Parties  may  terminate  this
Agreement as provided below:

            (b) the  Purchasers  and the Seller may terminate  this Agreement by
mutual written agreement at any time prior to the Closing;

            (c) the  Purchasers  may terminate  this Agreement by giving written
notice to the  Seller at any time  prior to the  Closing  if (A) the  Seller has
breached any material  representation,  warranty,  or covenant contained in this
Agreement in any material respect and the Purchasers have notified the Seller of
the breach,  and the breach has  continued  without  cure for a period of 2 days
after the notice of breach; and (B) if the Closing shall not have occurred on or
before  January  31, 2006 by reason of the  failure of any  condition  precedent
under  Section  10(a)  hereof  (unless the failure  results  primarily  from the
Purchasers  themselves  breaching  any  representation,  warranty,  or  covenant
contained in this Agreement) ; and

            (d) the Seller may terminate this Agreement by giving written notice
to the  Purchasers  at any  time  prior  to the  Closing  (A) in the  event  the
Purchasers  has  breached  any material  representation,  warranty,  or covenant
contained in this Agreement in any material respect, the Seller has notified the
Purchasers of the breach, and the breach has continued without cure for a period
of 2 days  after the  notice of  breach;  or (B) if the  Closing  shall not have
occurred  on or  before  January  31,  2006,  by reason  of the  failure  of any
condition  precedent  under  Section  10(b) hereof  (unless the failure  results
primarily  from the Seller itself  breaching any  representation,  warranty,  or
covenant contained in this Agreement).

                                       14
<PAGE>

            (e) Effect of Termination.  If this Agreement terminates pursuant to
this  Section  12, all rights and  obligations  of the Parties  hereunder  shall
terminate without any Liability of any Party to any other Party,  except for any
Liability of a Party that is then in breach.

      13. Miscellaneous.

            (a)  Facsimile  Execution  and  Delivery.  Facsimile  execution  and
delivery of this  Agreement is legal,  valid and binding  execution and delivery
for all purposes.

            (b) Press Releases and Public Announcements.  Neither the Seller nor
the  Purchasers  shall (and the Seller shall cause the Company not to) issue any
press release or make any public announcement  relating to the subject matter of
this Agreement  without the prior written approval of the Purchasers;  provided,
however,  that the  Parties  acknowledge  that the  Company  may make any public
disclosure  it  believes  in good faith is  required  by  applicable  law or any
listing or trading agreement concerning its publicly-traded securities (in which
case the Seller will use their best efforts to advise the other Parties prior to
making the disclosure).

            (c) No 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.

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

            (e) 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 either this Agreement or
any of his or its rights,  interests, or obligations hereunder without the prior
written approval of the Purchasers and the Seller;  provided,  however, that the
Purchasers  may (i) assign any or all of its rights and  interests  hereunder to
one or more of its Affiliates,  and (ii) designate one or more of its Affiliates
to perform its obligations  hereunder,  but no such assignment  shall operate to
release Purchasers or a successor from any obligation  hereunder unless and only
to the extent that Seller agrees in writing.

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

            (g) 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.

                                       15
<PAGE>

            (h)  Notices.  All notices,  requests,  demands,  claims,  and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other  communication  hereunder  shall be deemed  duly given if (and then two
business days after) it is sent by registered or certified mail,  return receipt
requested,  postage  prepaid,  and addressed to the intended  recipient at their
addresses  as specified on the  signature  page hereto,  and, in the case of the
Purchasers, to the Purchaser Repreentative.

      Any  Party  may  send  any  notice,  request,   demand,  claim,  or  other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service,  telecopy,  telex,  ordinary  mail,  or electronic  mail),  but no such
notice,  request,  demand, claim, or other communication shall be deemed to have
been duly  given  unless  and until it  actually  is  received  by the  intended
recipient. Any Party may change the address to which notices, requests, demands,
claims,  and other  communications  hereunder  are to be delivered by giving the
other Parties notice in the manner herein set forth.

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

            (j)  Amendments  and Waivers.  No amendment of any provision of this
Agreement  shall be valid  unless the same shall be in writing and signed by the
Purchasers and the Seller or their respective representatives.  No waiver by any
Party of any  default,  misrepresentation,  or breach of  warranty  or  covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or
subsequent  default,  misrepresentation,  or  breach  of  warranty  or  covenant
hereunder  or affect  in any way any  rights  arising  by virtue of any prior or
subsequent such occurrence.

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

            (l)  Expenses.  Each of the Parties and the Company will bear his or
its own costs and  expenses  (including  legal fees and  expenses)  incurred  in
connection with this Agreement and the  transactions  contemplated  hereby.  The
Seller  agrees  that  the  Company  has not  borne  or will  not bear any of the
Seller's  costs and expenses  (including  any of his legal fees and expenses) in
connection with this Agreement or any of the transactions contemplated hereby.

                                       16
<PAGE>

            (m)  Construction.  The  Parties  have  participated  jointly in the
negotiation  and  drafting  of this  Agreement.  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 or local
statute  or law  shall be  deemed  also to refer to all  rules  and  regulations
promulgated  thereunder,   unless  the  context  requires  otherwise.  The  word
"including"  shall mean including  without  limitation.  The Parties intend that
each  representation,   warranty,  and  covenant  contained  herein  shall  have
independent  significance.   If  any  Party  has  breached  any  representation,
warranty,  or  covenant  contained  herein in any  respect,  the fact that there
exists  another  representation,  warranty,  or  covenant  relating  to the same
subject matter  (regardless  of the relative  levels of  specificity)  which the
Party has not  breached  shall not detract  from or  mitigate  the fact that the
Party is in breach of the first representation,  warranty, or covenant.  Nothing
in the disclosure Schedules attached hereto shall be deemed adequate to disclose
an exception to a representation  or warranty made herein,  however,  unless the
disclosure  Schedules  identifies the exception with particularity and describes
the relevant facts in detail.  Without limiting the generality of the foregoing,
the mere  listing  (or  inclusion  of a copy) of a document or other item in the
disclosure  Schedules  or  supplied  in  connection  with  the  Purchasers'  due
diligence  review,  shall not be deemed  adequate to disclose an  exception to a
representation  or warranty made herein (unless the  representation  or warranty
has to do with the existence of the document or other item itself).

            (n)  Incorporation  of Exhibits  and  Schedules.  The  Exhibits  and
Schedules  identified in this Agreement are incorporated herein by reference and
made a part hereof.

            (o)  Specific  Performance.  Each of the  Parties  acknowledges  and
agrees that the other Parties would be damaged  irreparably  in the event any of
the  provisions of this  Agreement  are not  performed in accordance  with their
specific  terms or  otherwise  are  breached.  Accordingly,  each of the Parties
agrees that the other Parties shall be entitled to an injunction or  injunctions
to  prevent  breaches  of the  provisions  of  this  Agreement  and  to  enforce
specifically  this Agreement and the terms and  provisions  hereof in any action
instituted  in any  court of the  United  States  or any  state  thereof  having
jurisdiction  over the Parties and the matter  (subject  to the  provisions  set
forth in Section 13(p) below), in addition to any other remedy to which they may
be entitled, at law or in equity.

            (p) Submission to  Jurisdiction.  Each of the Parties submits to the
jurisdiction of any state or federal court sitting in New York County, New York,
in any action or  proceeding  arising out of or relating to this  Agreement  and
agrees that all claims in respect of the action or  proceeding  may be heard and
determined  in any  such  court.  Each of the  Parties  waives  any  defense  of
inconvenient forum to the maintenance of any action or proceeding so brought and
waives any bond,  surety,  or other security that might be required of any other
Party with  respect  thereto.  Any Party may make  service on any other Party by
sending  or  delivering  a copy of the  process to the Party to be served at the
address and in the manner  provided  for the giving of notices in Section  13(h)
above.  Nothing in this Section  13(p),  however,  shall affect the right of any
Party to bring any  action or  proceeding  arising  out of or  relating  to this
Agreement  in any other  court or to serve  legal  process  in any other  manner
permitted by law or at equity.  Each Party  agrees that a final  judgment in any
action or proceeding so brought shall be conclusive  and may be enforced by suit
on the judgment or in any other manner provided by law or at equity.

                            [signature pages follow]

                                       17
<PAGE>

                            [Seller Signature Page]

      IN  WITNESS  WHEREOF,  the  undersigned  Seller  has  duly  executed  this
Agreement the date first above written.

                                           DULUTH VENTURE CAPITAL PARTNERS, LLC

                                           By /s/ William Wilkinson
                                             -----------------------------------
                                           Name: William Wilkinson
                                           Title:Managing Member

                                           Address: 60 South Sixth Street
                                                     Suite 3000
                                                     Minneapolis Minnesota 55042

                                       18
<PAGE>

                           [Purchaser Signature Page]

      IN WITNESS WHEREOF,  each of the undersigned  Purchasers has duly executed
this Agreement the date first above written.

                                           LA PERGOLA INVESTMENTS LTD.

                                           By: /s/ David Cantor
                                              ----------------------------------
                                           Name: David Cantor
                                           Title:Principal

                                       19
<PAGE>

                           [Purchaser Signature Page]

      IN WITNESS WHEREOF,  each of the undersigned  Purchasers has duly executed
this Agreement the date first above written.

                                          FOUNTAINHEAD INVESTMENTS, INC.

                                           By: /s/ Peter Zachariou
                                              ----------------------------------
                                           Name: Peter Zachariou
                                           Title:Principal

                                       20
<PAGE>

                           [Purchaser Signature Page]

      IN WITNESS WHEREOF,  each of the undersigned  Purchasers has duly executed
this Agreement the date first above written.

                                           GAHA VENTURES, LLC

                                           By: /s/ Jodi Kirsch
                                              ----------------------------------
                                           Name: Jodi Kirsch
                                           Title:Principal

                                       21
<PAGE>

                           [Purchaser Signature Page]

      IN WITNESS WHEREOF,  each of the undersigned  Purchasers has duly executed
this Agreement the date first above written.

                                           G4, LLC

                                           By:
                                              ----------------------------------
                                           Name:

                                           Title:


                                       22
<PAGE>

                 [Signature Page for Purchaser Representative]

      IN WITNESS  WHEREOF,  the undersigned  Purchaser  Representative  has duly
executed this Agreement with respect to the  obligations  set forth in Section 4
of this Agreement only as of the date first above written.

                                           PURCHASER REPRESENTATIVE

                                           FOUNTAINHEAD INVESTMENTS, INC.

                                           By:
                                              ----------------------------------
                                           Name: Peter Zachariou
                                           Title:  Principal

                                       23
<PAGE>

                                   SCHEDULE A

                                   PURCHASERS

<TABLE>
<CAPTION>
----------------------------------------- ------------------------------------- --------------------------------------

            Name and Address                                                       Number of Seller Shares Being
              of Purchaser                            Amount Paid                             Acquired
----------------------------------------- ------------------------------------- --------------------------------------
<S>                                                     <C>                                    <C>
      La Pergola Investments Ltd.                       $137,900                               174,333
             Portman House
               Hue Street
           St Helier, Jersey
----------------------------------------- ------------------------------------- --------------------------------------

     Fountainhead Investments, Inc.                     $177,300                               222,334
 8618 West 3rd Street, Los Angeles, CA
                 90048
----------------------------------------- ------------------------------------- --------------------------------------

           Gaha Ventures, LLC                            $88,650                               114,333
             25 Elm Street
           Woodbury NY 11797
----------------------------------------- ------------------------------------- --------------------------------------

                G4, LLC                                  $88,650                               108,000
             57 Rofay Drive
        East Northport, NY 11731
----------------------------------------- ------------------------------------- --------------------------------------
</TABLE>