ex10_1.htm


     Exhibit
10.1

     

    SHARE
EXCHANGE AGREEMENT

     

    This
Share Exchange Agreement (this “Agreement”) is made
and entered into as of August 27, 2010 (the “Effective Date”) by
and among Kensington Leasing, Ltd., a Nevada corporation (“Kensington”), and
(the “Buyer,”),
on the one hand, and WealthMakers, Ltd., a Wyoming corporation (“Seller”), on the
other, with reference to the following facts:

     

    A.           Seller’s
business model is driven by trading, research and equity investments and
attracts users through its online research and news operations developed by
BUYINS.NET.   (the “Seller
Business”).

     

    B.           On
the terms and subject to the conditions of this Agreement, Seller desires to
sell and the Buyer desire that Buyer purchase 100% of Seller’s outstanding share
capital.

     

    C.           For
purposes of this Agreement, capitalized terms used and not otherwise expressly
defined herein shall have the respective meanings specified or referred to in
Appendix I
attached hereto.

     

    NOW
THEREFORE, with reference to the facts set forth in the Recitals and in
consideration of the mutual covenants, conditions, representations and
warranties hereinafter set forth, the parties agree as follows:

     

    1.    Purchase
and Sale of Acquired Assets

     

    1.1   On the
terms and subject to the conditions set forth in this Agreement, Seller agrees
to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to
purchase from Seller, at the Closing Date, all of Seller’s right, title and
interest in and to all of its assets, free and clear of all Encumbrances,
including without limitation the following:

     

    (a)   Any and
all Contracts (the “Assumed Contracts”),
other than the Contracts listed as Retained Assets, including but not limited to
those Contracts listed on Schedule 1.1(a) of the Seller Disclosure
Schedule;

     

    (b)   Any and
all Acquired Intellectual Property, including but not limited to the
Intellectual Property listed on Schedule 1.1(b) of the Seller Disclosure
Schedule;

     

    (c)   All
Accounts Receivable of Seller, including but not limited to those listed in the
Closing Asset Schedule;

     

    (d)   The
leasehold interests in real property, buildings and improvements thereon, and
easements, rights of way and other rights appurtenant thereto;

     

    (e)   All
Inventory and Inventories of work-in-progress, active job orders, and other
accessories thereto, of Seller including but not limited to the Inventory
identified on the Closing Asset Schedule;

     

    (f)   Any and
all furniture, fixtures, equipment, machinery, office and other supplies,
computer equipment, and other tangible personal property of Seller (“Tangible
Assets”);

     

    (g)   The
Seller’s current and prospective client list and client data;

     

    (h)   All
Software, including but not limited to the Software listed on Schedule 1.1(i) of
the Seller Disclosure Schedule;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)   All books
and records used or held for use of the Seller Business or otherwise relating to
the Seller Business;

     

    (j)   The name
“WealthMakers” and all derivatives and derivations thereof used by
Seller;

     

    (k)   All
goodwill and going concern value of Seller;

     

    (l)   All other
assets owned by Seller, whether or not such assets are included in the Seller
Disclosure Schedule;

     

            (m)         
The
minute books, Charter Documents, stock transfer books and records, and corporate
seal of Seller; and

     

    (n)   All bank
accounts of Seller.

     

    1.2   Effective
on the Closing Date, Seller hereby constitutes and appoints Buyer, its
successors and assigns, the true and lawful attorney of Seller with full power
of substitution, in Seller’s name and stead, but on behalf and for the benefit
of Buyer, its successors and assigns: (i) to collect, demand and receive any and
all of the Acquired Assets transferred hereunder and to give receipts and
releases for and in respect of the same; (ii) to institute and prosecute in
Seller’s name, or otherwise, and at Buyer's costs and expense, for the benefit
of Buyer, any and all Proceedings; and (iii) to take any and all other
reasonable action designed to vest more fully in Buyer the Acquired Assets in
order to provide for Buyer the benefit, use, enjoyment and possession of the
Acquired Assets.  Seller acknowledges that the foregoing powers are
coupled with an interest and shall be irrevocable by it or upon its subsequent
dissolution or in any manner or for any reason.  Buyer shall be
entitled to retain for its own account any amounts collected pursuant to the
foregoing powers, including any amounts payable as interest with respect
thereto.

     

    1.3   After the
Closing, Seller shall promptly transfer or deliver to Buyer or its designee any
cash or other property that Seller may receive in respect of any deposit,
prepaid expense, claim, Proceedings, Accounts Receivable, Contract, sales order,
or purchase order, of any character, or any other item constituting a part of
the Acquired Assets.  After the Closing Date, Seller shall permit
Buyer to endorse with the name of Seller for deposit in Buyer’s account any
checks or drafts received in payment thereof.  After the Closing Date,
Seller hereby agrees to cooperate with Buyer to notify any and all account
debtors, suppliers, distributors, or other Persons related to the Seller
Business regarding the transfer of the Seller Business to Buyer. If Seller is
contacted by any actual or potential customers of Buyer, Seller shall refer any
and all such customers to Buyer; provided, however, that neither Seller shall
have any liability to Buyer solely by reason of any reasonable delay in
referring such customer to Buyer.

     

    1.4   If after
the Closing Date, Seller or Buyer identifies any right, title or interest in or
to any asset that such Party believes should be an Acquired Asset, such Party
shall notify the other Parties hereto and the Parties shall determine whether to
include such asset as an Acquired Asset.  If such asset would have
been an Acquired Asset as of the date hereof or at the Closing Date, Seller
shall promptly transfer and assign such right, title and interest to Buyer for
no further consideration; provided, however, that Buyer shall retain the right
in its sole discretion to reject the transfer of any such asset, in which case
it shall be deemed a Retained Asset.  For the avoidance of doubt,
Buyer shall not be required to accept any additional asset and, if Buyer accepts
such asset, to assume the obligations associated with such asset other than
obligations arising after the Closing.

     

    1.5   Buyer
shall not assume, become responsible for, or incur, any Liability of Seller of
any nature whatsoever, whether arising before or after the Closing Date, other
than the following obligations of Seller (the “Assumed
Obligations”):

     

    (a)   Any and
all of Seller’s obligations arising after the Closing Date under the Assumed
Contracts; and

     

    (b)   The
Accounts Payable set forth on the Closing Asset Schedule.

     

    
      
        
        

      

      
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    1.6   For
avoidance of doubt, the Assumed Obligations shall not include, without
limitation, the following:

     

    (a)  Any
compensation or benefit expenses of Seller; and

     

    (b)  Any Tax
liability of Seller.

     

    1.7   Seller
shall be liable for the payment of any and all sales and use Taxes arising out
of the transfer of the Acquired Assets.

     

    2.   Share
Exchange/Purchase Price

     

    2.1   As
consideration for the sale, conveyance, assignment, transfer and delivery of the
Acquired Assets, the Buyer agree to the following exchange of shares (the “Purchase
Price”):

     

    (a)   At
Closing, Buyer shall issue to Seller (or Seller’s shareholders) 3,838,500 shares
of Common Stock (the “Buyer Closing
Shares”);

     

    (b)   At
Closing, Seller shall issue to Buyer all 15,354,000 shares of Common Stock
outstanding (the “Seller Closing
Shares” or together with the “Buyer Closing
Shares”, the “Closing
Shares”);

     

    3.   Closing

     

    3.1   The
closing (the “Closing”) of the
purchase and sale of the Acquired Assets shall take place at 1005 S. Center
Street, Redlands, CA 92373, or such other place and on such date on or before
September 30, 2010 as the parties may agree upon in writing (such time of
closing, the “Closing
Date”).

     

    3.2   All
proceedings to be taken and all documents to be executed and delivered by Seller
in connection with the consummation of the transactions contemplated hereby
shall be reasonably satisfactory in form and substance to the Buyer and their
counsel.  All proceedings to be taken and all documents to be executed
and delivered by the Buyer in connection with the consummation of the
transactions contemplated hereby shall be reasonably satisfactory in form and
substance to Seller and its counsel.  All proceedings to be taken and
all documents to be executed and delivered by all Parties at the Closing shall
be deemed to have been taken, executed and delivered simultaneously, and no
proceedings shall be deemed to have been taken nor any documents executed or
delivered until all have been taken, executed and delivered.

     

    4.   Representations
and Warranties of Seller

     

    Except as
set forth in the Seller Disclosure Schedule, Seller hereby represent and warrant
to Buyer that:

     

    4.1   Seller is
a Corporation duly organized, validly existing and in good standing under the
laws of Wyoming.  Seller has the requisite power and authority to own
and operate its assets, properties, and business and to carry on its business as
now conducted.

     

    4.2   Seller
has the requisite power and authority to execute and deliver this Agreement and
any other agreements contemplated hereby to which it is a party and to perform
any obligations hereunder and thereunder.  This Agreement and any
other agreements contemplated hereby to which Seller is a party have been duly
executed and delivered by Seller and, assuming due execution and delivery hereof
and thereof by the Buyer, constitute the valid, binding and enforceable
obligations of Seller, enforceable against Seller in accordance with their
terms.

     

    4.3   Seller is
the sole and exclusive owner of, and has good and marketable title to, all the
Acquired Assets and the Acquired Assets are free and clear from any
Encumbrances.  Each tangible item of the Acquired Assets is in good
operating condition and repair, reasonable wear and tear excepted, usable in the
ordinary course of business, adequate for the uses to which it is being put, and
is not, in any material respect, in violation of any applicable Legal
Requirement.  Seller has not agreed to Transfer any of the Acquired
Assets to any other Person, other than the sale of inventory in the ordinary
course of business.  The Acquired Assets include all the operating
assets, together with the goodwill, associated with the Business of the Seller.
The Seller Business is the only business conducted by
Seller.  Schedule 4.3 to the Seller Disclosure Schedule sets forth a
list of all of Seller’s Assets as of the Closing Date. 

     

    
      
        
        

      

      
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    4.4   All of
the Equity Interests of Seller are owned by the Seller’s
Shareholders.

     

    4.5   Neither
the execution and delivery of this Agreement nor the performance of Seller’s
obligations contemplated hereby will (a) violate the Charter Documents of
Seller, (b) violate or conflict with any Order or applicable Legal Requirement
of any Governmental Body having jurisdiction over Seller or its assets or
properties, (c) result in the acceleration of obligations, breach or termination
of, or constitute a default under, any Contract to which Seller is subject, or
(d) result in the creation of any Encumbrance upon any of the Acquired
Assets.  Neither the execution and delivery of this Agreement nor the
consummation of any transaction contemplated hereby requires Seller to obtain
any Consent from any Governmental Body or under any Contract to which Seller is
subject.

     

    4.6   Seller
is, and after giving effect to the transactions contemplated hereby, will be,
solvent, and the value of its assets, at a fair valuation, is, and after giving
effect to the transactions contemplated hereby, will be, greater than all of its
debts.  Seller has not at any time (a) made a general assignment for
the benefit of creditors, (b) filed any voluntary petition in bankruptcy or
suffered the filing of an involuntary petition by any creditor, (c) suffered the
appointment of a receiver to take possession of all or any portion of its
assets, (d) suffered the attachment or judicial seizure of all or any portion of
its assets, (e) admitted in writing its inability to pay its debts as they come
due or (f) made an offer of settlement, extension or composition to its
creditors generally.

     

    4.7   Seller
does not own or lease any real property.

     

    4.8   None of
the Seller’s Shareholders nor any of their Affiliates (a) has any direct or
indirect ownership interest in any supplier, customer, lessor, sublessor, or
other Person that does business with Seller or (b) has any direct or indirect
ownership interest in the Acquired Assets (other than solely by reason of such
Person’s ownership of Equity Interests of Seller) with the exception of one of
the Seller’s founders who is an officer of Buyins.net.

     

    4.9   Seller is
in material compliance with all applicable Legal Requirements.  There
is no Proceeding pending, or to the Knowledge of Seller threatened, involving
Seller or any of its assets or any of its directors, officers, managers or
employees in their capacities as such.

     

    4.10   Seller
has filed, or will file prior to Closing, all Tax Returns and all required
reports and estimates for all years and periods for which such Tax Returns,
reports and estimates were due, and all such Tax Returns, reports and estimates
were prepared in the manner required by applicable law.  Each such Tax
Return and/or report properly reflected, and did not understate, the income, the
taxable income, and the liability for Taxes and transfer Taxes of Seller in the
relevant taxation period covered by the Tax Return or report.  Seller
has paid in full all Taxes and transfer Taxes that are (or were) due and payable
by it.  Seller has not ever received written notice from any
Governmental Body in a jurisdiction where it does not currently file Tax Returns
or reports to the effect that it is or may be subject to taxation by that
jurisdiction. Seller has withheld amounts from its employees in compliance with
the Tax withholding provisions of applicable law.

     

    4.11   The
Seller Financial Statements are complete and correct, have been prepared from
the books and records of Seller in accordance with GAAP consistently applied
throughout the periods involved, except for changes specified therein and except
that unaudited financial statements are not accompanied by notes.  The
Seller Financial Statements present fairly the financial condition, results of
operations, changes in equity and changes in cash flows of Seller as of the
dates thereof and for the periods specified therein. Except as set forth in the
most recent balance sheet contained in the Seller Financial Statements or trade
payables incurred in the ordinary course of business of Seller after such date,
Seller has no Liabilities.

     

    4.12   Since the
date of the last audited Seller Financial Statements; Seller has operated only
in the ordinary course of business consistent with past practices and Seller has
not:

     

    
      
        
        

      

      
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    (a)   Suffered
any change in the condition (financial or otherwise), results of operations,
assets, liabilities or manner of conducting its business, other than changes
arising in the ordinary course of business, none of which individually or in the
aggregate has had a Material Adverse Effect;

     

    (b)   Adopted,
entered into or amended any Employee Benefit Plan, or increased the compensation
payable or to become payable to, or increased the contractual term of employment
of, any employee except, with respect to employees who are not officers or
directors, in the ordinary course of business;

     

    (c)   Acquired,
Transferred or granted any interest in any of its assets or properties, whether
tangible or intangible, except in the ordinary course of business;

     

    (d)   Permitted
the imposition of any Encumbrance on any interest in any of its assets or
properties, whether tangible or intangible, except in the ordinary course of
business;

     

    (e)   Suffered
any material damage, destruction or casualty loss of any inventory or tangible
assets, whether or not covered by insurance;

     

    (f)   Transferred
or permitted the lapse of any material Intellectual Property right or
termination of any Contract related to any material Intellectual Property right
under which Seller (insofar as it is used solely by Seller) has any right or
license;

     

    (g)   Incurred
any Indebtedness;

     

    (h)   Acquired
or invested in any other companies or businesses, whether or not such
acquisitions/investments are in the ordinary course of business;

     

    (i)   Declared,
paid, or set aside for payment, any dividends or distributions;

     

    (j)   Purchased,
redeemed, issued, sold, Encumbered, granted or otherwise acquired or disposed of
any of its Equity Interests;

     

    (k)   Made any
capital expenditures, other than in the ordinary course of
business;

     

    (l)   Entered
into any Contract to lease or purchase real property; or

     

               (m)   Made
material changes in (i) any of its business policies or practices applicable to
the Seller Business, including, without limitation, those relating to
advertising, marketing, purchasing, personnel, the collection of Accounts
Receivable or the payment of Accounts Payable, or (ii) the types or nature of
its services, other than changes that are related to the transactions
contemplated by this Agreement or that arise in the ordinary course of
business;

     

    (n)   Except
reimbursement of expenses, made any payment or incurred any obligation to any
Affiliates of Seller in any capacity (including as an officer and employee of
Seller); or

     

    (o)   Agreed or
committed to do any of the foregoing.

     

    4.13   Seller
makes and keeps books, records and accounts that, in reasonable detail,
accurately and fairly reflect Seller’s transactions and dispositions of
assets.  The present system of internal accounting controls of Seller,
which will be transferred to the Buyer pending the Closing Date, reasonably
assures that transactions are recorded as necessary to (a) permit the
preparation of financial statements on a basis consistent with past practices,
(b) fairly present the financial condition and results of operations of Seller,
and (c) maintain accountability for assets. Seller has not used any improper
accounting practices to incorrectly reflect or not reflect any of its assets,
liabilities, revenues or expenses.

     

    
      
        
        

      

      
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    4.14   Seller
has no Accounts Receivable as of August 27, 2010.  The Accounts
Receivable of Seller are reflected properly on its books and records and are
valid receivables subject to no setoffs or counterclaims, and to the Knowledge
of Seller, all such receivables have been or will be collected in the ordinary
course of business at their recorded amounts.

     

    4.15   Seller
has no Accounts Payable as of August 27, 2010.  The Accounts Payable
of Seller are reflected properly on Seller’s books and records and are valid
trade payables incurred and payable in the ordinary course of business and no
Accounts Payable are past due, or will be past due as of the Closing
Date.

     

    4.16   Seller’s
principal business is not the sale of inventory from stock, as defined under the
Bulk Sales Laws.

     

    4.17   Schedule
4.17 to the Seller Disclosure Schedule sets forth a list of all of Seller’s
suppliers and customers during the period from January 1, 2009 to the date of
this Agreement. No supplier, customer or distributor within the past twelve
months has notified Seller of the termination of its business relationship with
Seller, and to the Knowledge of Seller, no such supplier, customer or
distributor has terminated or threatened to terminate its business relationship
with Seller.  Seller has not received any written or oral notice that
any supplier, customer or distributor of Seller intends to terminate its
business relationship with Seller prior to or after the Closing
Date.  Seller is not a party to, nor bound by, any Contract that
restricts the conduct of its business anywhere in the world or contains any
unusual or burdensome provisions that could reasonably be expected to have a
Material Adverse Effect.

     

    4.18   With
respect to each Contract to which Seller is a party or is otherwise subject,
including but not limited to the Assumed Contracts:  (a) Seller has
delivered to Buyer a correct and complete copy of each such Contract, as amended
to date, and no other agreements exist that limit the rights set forth in such
Contracts; (b) Seller is not in default or breach of its obligations thereunder;
and (c) no claim of default or breach has been made against Seller thereunder,
and no event has occurred which, with the passage of time or the giving of
notice, will result in the occurrence of a default or breach by
Seller.  To the Knowledge of Seller, no other Person that is party to
a Contract with Seller is in breach or default and no event has occurred which
with notice or lapse of time would constitute a breach or default by such Person
that is party to a Contract with Seller, or permit termination, modification or
acceleration under such Contract.

     

    4.19   All
operations and activities of Seller with respect to the Acquired Assets have
been in all material respects in compliance with all Legal Requirements and any
and all Governmental Authorizations governing, or in any way relating to, the
generation, handling, manufacturing, treatment, storage, use, transportation,
spillage, leakage, dumping, discharge, emission, release or disposal (whether
accidental or intentional) of Hazardous Substances.  Seller has not
received any written notice of any Proceedings pending or threatened against the
Seller by any Governmental Body or any Person relating to Hazardous
Substances.

     

    4.20   Schedule
1.1(b) sets forth a complete and accurate list of the Acquired Intellectual
Property, and whether Seller owns or licensees such Acquired Intellectual
Property (and if licensed, the name of the licensor and a description of the
license), and such list represents all of the Intellectual Property of
Seller.  Seller owns or possesses, or owns or possesses licenses or
other valid rights to use, all Acquired Intellectual Property and, to Seller's
knowledge, the conduct of the Seller Business as now being conducted and the use
of the Intellectual Property by Seller does not infringe or conflict with, nor
has it been alleged to infringe or conflict with, any patents, trademarks, trade
names or copyrights or other Intellectual Property rights of
others.  There are no pending re-examination, opposition,
interference, cancellation or other Proceedings with respect to any of the
Acquired Intellectual Property, no Order has been rendered by any court of law
or authority, and no Proceeding or pending litigation in a court of law exists
to which Seller is a party, which would prevent Seller or the Buyer from using
or enjoying any of the Acquired Intellectual Property.

     

    4.21   Seller
currently does not have any paid employees or officers.  Seller has
not entered into any written employment, consulting or severance agreement with
any of its directors, officers, or employees or any agreement prohibiting or
restricting the termination of his or her employment.  Seller is not
subject to any Employee Benefit Plan.  No current officer or employee
of Seller will be entitled to any severance payments upon his or her termination
of employment, and no former officer or employee of Seller currently is
receiving such severance payments; and no director, officer, or employee of
Seller is entitled to receive a bonus or other compensation payment based upon
the completion of the transactions contemplated by this Agreement.

     

    
      
        
        

      

      
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    4.22   No Person
has acted as a finder, broker, or other intermediary on behalf of
Seller  in connection with this Agreement or the transactions
contemplated hereby, and no Person is entitled to any broker’s or finder’s fee
or similar fee with respect to this Agreement or such transactions as a result
of actions taken by Seller.

     

    4.23   No
representation or warranty of Seller contained in this Agreement or in any
schedule, exhibit, agreement, or document delivered pursuant to this Agreement
contains, or will contain, any untrue statement of a material fact or omits, or
will omit, to state a material fact necessary to make the statements contained
therein, in light of the circumstances under which they are made, not
misleading.

     

    5.   Securities
Representations

     

    5.1   Seller
represents and warrants to Buyer that:

     

    (a)   Seller
will acquire the Shares for Seller’s own account for investment and not with a
view to, or for resale in connection with, a distribution of the Shares within
the meaning of the Securities Act.  In that regard, Seller understands
that (i) the Shares have not been registered under the Securities Act or under
any state securities laws and are therefore “restricted securities”; and (ii)
the Shares may not be Transferred unless they are registered under the
Securities Act or an exemption from such registration is available.

     

    (b)   Seller
understands that an investment in the Shares involves risk.

     

    (c)   Seller
has such knowledge and experience in financial and business matters that Seller
is capable of evaluating the merits and risks of an investment in the Shares and
in protecting Seller’s own interests in connection with this transaction; and
Seller has had the opportunity to investigate the business and affairs of the
Buyer and to ask questions of the Buyer’ officers, either directly or through
Seller’s authorized representatives; and

     

    (d)   Seller is
an “accredited investor” as defined in Regulation D under the Securities
Act.

     

    5.2   The Buyer
represents and warrants to Seller, in connection with its receipt of any Shares
as a distribution from Seller, that:

     

    (a)   The Buyer
will acquire the Shares for such Buyer’s own account for investment and not with
a view to, or for resale in connection with, a distribution of the Shares within
the meaning of the Securities Act.  In that regard, such Buyer
understands that (i) the Shares have not been registered under the Securities
Act or under any state securities laws and are therefore “restricted
securities”; and (ii) the Shares may not be Transferred unless they are
registered under the Securities Act or an exemption from such registration is
available;

     

    (b)   Such
Buyer understands that an investment in the Shares involves risk;

     

    (c)   Such
Buyer has such knowledge and experience in financial and business matters that
the Buyer is capable of evaluating the merits and risks of an investment in the
Shares and in protecting such Buyer’s own interests in connection with this
transaction; and such Buyer’s has had the opportunity to investigate the
business and affairs of the Buyer and to ask questions of the Buyer’ officers,
either directly or through Seller’s authorized representatives; and

     

    (d)   Such
Buyer is an “accredited investor” as defined in Regulation D under the
Securities Act.

     

     

    
      
        
        

      

      
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      5.3   Seller
and Buyer understand and agree that each certificate evidencing the Shares will
bear the following or a similar legend:

    

     

    “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE ‘ACT’) AND MAY NOT BE SOLD, PLEDGED OR TRANSFERRED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER
THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.”

            

                Seller
agrees that Buyer may place stop orders on each certificate evidencing any of
the Shares with its transfer agent, if any, to the same effect as the legend set
forth in this Section 5.3.

     

    5.4   The Buyer
agrees that Seller's distribution of any of the Closing Shares to any Seller’s
Shareholder does not constitute a violation of any of Seller's representations
and warranties.

     

    6.   Representations
and Warranties of Buyer

     

    The Buyer
hereby represents and warrants to Seller:

     

    6.1   Buyer is
a corporation duly organized and validly existing and in good standing under the
laws of the State of Nevada.  Buyer has the requisite power and
authority to own and operate its assets, properties and business and to carry on
its obligations hereunder.

     

    6.2   Buyer has
the requisite power and authority to execute and deliver this Agreement and any
other agreements contemplated hereby to which it is a party and to perform any
obligations hereunder and thereunder.  This Agreement and any other
agreements contemplated hereby to which it is a party have been duly executed
and delivered by Buyer and, assuming due execution and delivery hereof and
thereof by Seller, as the case may be, constitute the valid, binding and
enforceable obligations of Buyer, enforceable against Buyer in accordance with
their terms.

     

    6.3   Neither
the execution and delivery of this Agreement nor the performance of the
obligations of either Buyer contemplated hereby will (a) violate the Charter
Documents of either Buyer, (b) violate or conflict with any Order or applicable
Legal Requirement of any Governmental Body having jurisdiction over either Buyer
or their assets or properties, or (c) result in the acceleration of obligations,
breach or termination of, or constitute a default under, any Contract to which
Buyer is subject.  Neither the execution and delivery of this
Agreement nor the consummation of any transaction contemplated hereby requires
Buyer to obtain any Consent from any Governmental Body or under any Contract to
which either Buyer is subject.

     

    6.4   The
authorized capital stock of Buyer consists of 100,000,000 shares of Common
Stock, of which 7,888,000 shares (the “Kensington Shares”)
are issued and outstanding as of the Effective Date.  All of the
Kensington Shares have been validly issued and are fully paid and
non-assessable, and were issued in compliance with all applicable federal and
state securities laws.  Buyer has no outstanding Stock Equivalents
other than an option to purchase 24,000,000 shares of Common
Stock.  Buyer is not a party to any Contract requiring it to purchase,
redeem or otherwise acquire, any Kensington Shares or any shares of the capital
stock of Buyer.

     

    6.5   Buyer has
made all filings with the SEC required to be filed by it under the Exchange Act
since January 1, 2009.  Buyer’s Annual Report on Form 10-K for the
year ended December 31, 2009 (the “2009 Form 10-K”), and
each filing by Buyer with the SEC after the filing of the 2009 Form 10-K: (a)
did not contain any untrue statement of a material fact and did not omit any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading and (b) complied in all
material respects with the applicable requirements of the Exchange Act and the
applicable rules and regulations thereunder.  The financial statements
of Buyer included in the 2009 Form 10-K were prepared in accordance with GAAP
(except, with respect to any unaudited financial statements, as permitted by
applicable SEC rules or requirements) applied on a consistent basis (except as
may be indicated therein or in the notes thereto) and fairly present in all
material respects the financial position of Buyer as of the dates thereof and
the results of operations of Buyer for the periods then ended (subject, in the
case of any unaudited interim financial statements, to normal year-end
adjustments).

     

    
      
        
        

      

      
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    6.6   No
representation or warranty of Buyer contained in this Agreement or in any
schedule, exhibit, agreement, or document delivered pursuant to this Agreement
contains, or will contain, any untrue statement of a material fact or omits, or
will omit, to state a material fact necessary to make the statements contained
therein, in light of the circumstances under which they are made, not
misleading.

     

    6.7   The
Charter Documents of Buyer are those included as Exhibits 99.2 and 99.2A to the
Form 10 filed by Buyer with the SEC on January 15, 2009, and such Charter
Documents as amended remain in full force and effect.

     

    7.   Covenants

     

    7.1   From the
date hereof until the Closing, each Party to this Agreement agrees to provide
reasonable cooperation to the other Party in the performance of all obligations
under this Agreement.  Each Party shall use its reasonable efforts to
satisfy or cause to be satisfied, at or prior to the Closing, the conditions to
the other Party’s Closing obligations under this Agreement.

     

    7.2   From the
date hereof until the Closing, Seller shall, permit representatives of Buyer to
have full access to all premises, properties, books and records, Contracts, tax
records, and documents of or pertaining to Seller or relating to the Acquired
Assets.  Subject to the provisions of Section 11 hereof, all
information provided to any of the Buyer and all information to which either of
the Buyer shall have access under this Section shall be considered the
Confidential Information of Seller.

     

    7.3   From the
date hereof until the Closing, Seller shall, permit the Auditors to have full
access to all premises, properties, books and records, contracts, tax records,
and documents of or pertaining to Seller or relating to the Acquired
Assets.  Seller shall cooperate with the Auditors in the conduct of
the Audit and take such actions as the Auditors may reasonably
request.  Subject to the provisions of Section 11 hereof, (a) all
information provided to the Auditors and all information to which the Auditors
shall have access under this Section shall be considered the Confidential
Information of Seller and (b) the Buyer shall cause the Auditors to comply with
the provisions of Section 11 hereof.  All costs and expenses of the
Audit shall be paid by Buyer.

     

    7.4   Seller
shall comply timely with each and every covenant, obligation and agreement under
this Agreement.

     

    7.5   From the
date hereof until the Closing, unless Buyer shall otherwise consent in writing,
and except as otherwise contemplated by this Agreement, Seller shall not take
any action that would require Seller to schedule an exception to its
representations or warranties under Section 4 of this Agreement.

     

    7.6   From the
date hereof until the Closing, Seller shall disclose to Buyer as soon as
practicable any change in circumstances of Seller or event prior to the Closing
Date that may affect the truthfulness, accuracy and completeness of the
representations and warranties made by Seller in Section 4 of this
Agreement.

     

    7.7   Buyer
may, but shall not be required, to, offer employment to any employees of
Seller.  Any employees of Seller who accept such employment will be
employed in accordance with the standard employee policies and practices of
Buyer, but nothing contained in this Section 7.7 shall be deemed to create an
employment contract between Buyer and any such
personnel.  Notwithstanding anything to the contrary contained in this
Agreement, unless otherwise provided in a separate agreement between Buyer and
such employee, all such employees shall be employees at will and nothing
expressed or implied in this Agreement will obligate Buyer to provide continued
employment to any such employee for any specific period of time following the
Closing Date.

     

    7.8   From the
date hereof until the Closing, Seller will not, without the prior written
consent of Buyer, directly or indirectly: (a) issue any Equity Interests, sell
all or any material portion of its assets, or merge or consolidate with any
Person, (each of such actions being an “Acquisition
Proposal”); (b) solicit offers for, offer up or seek any Acquisition
Proposal; (c) initiate, encourage or provide any documents or information to any
third party in connection with, or negotiate with any Person regarding any
inquiries, proposals or offers relating to any Acquisition Proposal; or (d)
enter into any agreement or discussions with any Person (other than Buyer) with
respect to any
Acquisition Proposal.  Without limiting the foregoing, it is agreed
that any violation of the restrictions set forth in this Section 7.8 by any
Affiliate, agent or representative of Seller shall be a breach of Section 7.8 by
the applicable Party.  Upon execution of this Agreement, Seller shall,
and shall cause their respective Affiliates, agents and representatives to,
cease immediately and cause to be terminated any and all existing discussions or
negotiations with any Persons conducted heretofore with respect to an
Acquisition Proposal and promptly request that all Confidential Information with
respect thereto furnished on behalf of Seller be returned.

     

    
      
        
        

      

      
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    7.9   Seller
shall cooperate with Buyer in the preparation of any and all reports that Buyer
is required to file with the SEC, including any current reports on Form 8-K
required to be filed regarding the execution of this Agreement or the Closing,
and take such actions as Buyer may reasonably request in connection
therewith.  Buyer hereby covenants that it shall diligently work to
complete the preparation of any and all reports required to be filed with the
SEC by Buyer as promptly as practicable.

     

    8.   Conditions
Precedent to the Obligations of Buyer

     

    The
obligation of Buyer to purchase the Acquired Assets at the Closing Date are, at
its option, subject to fulfillment or waiver by Buyer of each of the following
conditions:

     

    8.1   Each
representation and warranty of Seller contained in this Agreement (including any
exhibit, schedule or other agreement or document delivered pursuant hereto)
shall be true and correct in all material respects (except to the extent such
representations and warranties are qualified by materiality, Material Adverse
Effect or similar phrases, in which case such representations and warranties
shall be true and complete in all respects) on and as of the Closing Date and
Seller shall have performed or complied in all material respects with all
agreements required by this Agreement to be performed or complied with by Seller
prior to or at the Closing.

     

    8.2   Since the
date of this Agreement, there shall have been no material adverse changes in
Seller’s assets (including, but not limited to, the Acquired Assets) or in the
financial condition, operations, or prospects of Seller.

     

    8.3   All
Consents or amendments listed in Schedule 8.3 to the Seller Disclosure Schedule
have been filed, made or obtained and all waiting periods specified by law with
respect thereto shall have expired or been terminated.

     

    8.4   The Buyer
shall have conducted, at its expense, a due diligence examination of the
Acquired Assets and, in its sole discretion, shall be satisfied with the results
of its review.

     

    8.5   Auditor,
at Buyer’s expense, shall have completed the Audit to the satisfaction of Buyer
in its sole discretion, and issued its opinion without qualification, and such
Audit shall indicate that Seller is solvent and that the financial statements of
Seller, as audited, shall be in all material respects consistent with the Seller
Financial Statements.

     

    8.6   Buyer
shall have prepared for filing, to its reasonable satisfaction, a current report
on Form 8-K to announce the Closing, and shall have verified to its reasonable
satisfaction, the information about Seller contained in such current report on
Form 8-K.

     

    8.7   No
Proceeding shall be pending or threatened before any court or Governmental Body
that presents a substantial risk of the restraint or rescission of the
transactions contemplated by this Agreement or that imposes a substantial risk
to Buyer’s ability to obtain title to and possession of the Acquired Assets on
the terms and conditions contemplated by this Agreement.

     

    8.8   All
actions required to be taken by Seller to authorize the execution, delivery and
performance of this Agreement, shall have been duly and validly
taken.

     

    8.9   At
Closing, all the Acquired Assets shall have been transferred and delivered to
Buyer.

     

    
      
        
        

      

      
        - 10
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    8.10   The
following, in form and substance reasonably acceptable to the Buyer, shall have
been delivered to Buyer at or before Closing:

     

    (a)   A bill of
sale, assignment and assumption agreement, executed by Seller, and all the
Acquired Assets shall have been transferred and delivered to Buyer;

     

    (b)   A
certificate from Seller certifying the conditions described in Sections 8.1, 8.2
and 8.3  above have been satisfied;

     

    (c)   A
certificate executed by an officer of Seller including a complete and accurate
list of all Accounts Receivable, Accounts Payable and Inventory as of the
Closing Date, and setting forth the aging of such Accounts Receivable and
Accounts Payable (the “Closing Assets
Schedule”);

     

    (d)   A copy of
the most recent bank statement for each of Seller’s Bank Accounts, and a
list of all deposits to and withdrawals from each such Bank Account from the
date of the most recent bank statement up to and including the Closing
Date;

     

    (e)   At the
Closing, Buyer shall have instructed its Transfer Agent to deliver to Seller a
certificate in the name of Seller representing the Closing Shares.

     

    (f)   Such
other documents as Buyer may reasonably request.

     

    9.   Conditions
Precedent to the Obligations of Seller

     

    The
obligation of Seller to sell the Acquired Assets at the Closing Date are, at its
option, subject to fulfillment or waiver by Seller of each of the following
conditions:

     

    9.1   All
representations and warranties of the Buyer made in this Agreement shall be true
and correct on and as of the Closing Date with the same force and effect as if
made on and as of that date, and the Buyer shall have performed or complied in
all material respects (except to the extent such representations and warranties
are qualified by materiality, Material Adverse Effect or similar phrases, in
which case such representations and warranties shall be true and complete in all
respects) with all agreements required by this Agreement to be performed or
complied with by Buyer prior to or at the Closing.

     

    9.2   At the
Closing, Buyer shall have instructed its Transfer Agent to deliver to Seller a
certificate in the name of Seller representing the Closing Shares.

     

    10.   Further
Assurance

     

    Following
the Closing, Seller agrees to take such actions and execute, acknowledge and
deliver to Buyer such further instruments of assignment, conveyance and transfer
and take any other action as Buyer may reasonably request in order to more
effectively convey, sell, transfer and assign to Buyer its right, title and
interest in and to any of the Acquired Assets, to confirm the title of Buyer
thereto, and to assist Buyer in exercising rights with respect to the Acquired
Assets.

     

    11.   Confidentiality

     

    11.1   From the
date hereof until the Closing, no Party to this Agreement shall use or disclose
to any Person, directly or indirectly, any Confidential Information of any other
Party to this Agreement; provided, however that the foregoing restriction shall
not apply to the extent that: (a) such use or disclosure is required by an Order
of a court of competent jurisdiction (provided that the Party who has received
the Confidential Information (the “Receiving Party”)
must promptly give the Party who disclosed the Confidential Information (the
“Disclosing
Party”) written notice of such Order), (b) such use or disclosure is
authorized in writing by the Disclosing Party, (c) on or before the time of the
alleged breach, the Confidential Information has been received by the Receiving
Party from
a third party without breach of a nondisclosure obligation of the third party,
(d) on or before the time of the alleged breach, the Confidential Information
has been disclosed to the public by the Disclosing Party or has otherwise become
generally available to the public other than through a disclosure by a Receiving
Party or by a Person acting in concert with such Person, or (e) such
Confidential Information is required to be disclosed in any reports that Buyer
is required to file with the SEC, including any current reports on Form 8-K
required to be filed regarding the execution of this Agreement or the
Closing.  Notwithstanding the foregoing, each Party may make
Confidential Information available to their respective counsel, accountants and
financial advisors; provided that the Receiving Party shall be liable for any
unauthorized disclosure by such Persons.  With respect to Confidential
Information of Seller that is related to the Acquired Assets, following the
Closing such Confidential Information shall be deemed the Confidential
Information of Buyer, with the effect that the Buyer shall not be bound by any
obligations under this Section 11 with respect to such Confidential Information,
but the Seller and the Equity Parties shall be bound as required by Section
11.2.

     

    
      
        
        

      

      
        - 11
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    11.2   Seller
shall at any time after the Closing use or disclose to any Person, directly or
indirectly, any Confidential Information of the Buyer; provided, however that
the foregoing restriction shall not apply to the extent that: (a) such use or
disclosure is necessary to the performance of services for Buyer during the
period that he or it is so employed, (b) such use or disclosure is required by
an Order of a court of competent jurisdiction (provided that Seller must
promptly give the Buyer written notice of such Order), (c) such use or
disclosure is authorized in writing by the Chief Executive Officer of Buyer, (d)
on or before the time of the alleged breach, the Confidential Information has
been received by Seller from a third party without breach of a nondisclosure
obligation of the third party, or (e) on or before the time of the alleged
breach, the Confidential Information has been disclosed to the public by Buyer
or has otherwise become generally available to the public other than through a
disclosure by Seller or by a Person acting in concert with such
Person.

     

    11.3   Each
Party acknowledges that, in the event of any breach of the provisions of this
Section 11, the Disclosing Party whose Confidential Information has been
disclosed (the “Injured Party”) by
the Receiving Party might not be fully or adequately compensated by recovery of
damages alone.  Accordingly, each Party agrees that, in addition to
any other relief to which the Injured Party may become entitled, the Injured
Party will be entitled to temporary and permanent injunctive and other equitable
relief, and that evidence of any breach of this Agreement will constitute, for
the purposes of all judicial determinations of the issues of injunctive relief,
conclusive proof of all elements necessary to entitle Injured Party to temporary
and permanent injunctive relief against the party in breach.

     

    12.   Survival
of Representations and Warranties

     

    12.1   All
representations and warranties made by each of the Parties hereto shall survive
the Closing for a period of 24 months after the Closing Date, except
that:

     

    (a)   Representations
and warranties that are made fraudulently (as defined under common law) or in
Sections 4.1 (Conduct of Business), 4.2 (Seller Authorization), 4.3 (Ownership),
and 4.4 (Capitalization), Section 5 (Securities Representations) and Section 6.2
(Buyer Authorization) shall survive forever; and

     

    (b)   Representations
and warranties that are contained in the following sections of this Agreement
shall survive for the applicable statute of limitations: 4.9 (Compliance), 4.10
(Taxes), 4.19 (Hazardous Substances), and 4.21 (Employment).

     

    12.2   A claim
with respect to a breach of a representation or a warranty shall not be
foreclosed if the maker of such claim shall have made such claim in writing to
the other Party prior to the expiration of the survival period described
above.

     

    13.   Indemnification

     

    13.1   Seller
agrees to indemnify, defend and hold harmless the Buyer and their respective
directors, officers, employees, shareholders and Affiliates of Buyer, acting in
their capacities as such (collectively, the “Seller Indemnified
Parties”), against any and all claims, demands, losses, costs, expenses,
obligations, liabilities and damages, including interest, penalties, and
reasonable attorneys’ fees (“Damages”), incurred
by the Seller Indemnified Parties arising, resulting from, or relating
to:

     

    
      
        
        

      

      
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    (a)   all
claims, Indebtedness, Taxes, obligations, commitments and Liabilities of Seller
arising before or after the Closing, including without limitation all
Proceedings to which Seller is a party as of the Closing, other than the Assumed
Obligations;

     

    (b)   all
claims, obligations and Liabilities arising after the Closing Date resulting
from the breach by a current or former employee, consultant or Affiliate of
Seller of any confidentiality, non-disclosure, non-circumvention or similar
obligations arising out of any Assumed Contracts;

     

    (c)   any
breach of the representations or warranties made by Seller under this Agreement
or any certificate, instrument or writing delivered in connection
therewith;

     

    (d)   any
default by Seller in the performance of any of its, his or their respective
obligations under this Agreement;

     

    (e)   any
attempt (whether or not successful) by any Person to cause or require a Seller
Indemnified Party to pay or discharge any claim, Indebtedness, Tax, obligation,
commitment or Liability of Seller, to the extent not included in the Assumed
Obligations; or

     

    (f)   any
claim, dispute, Proceeding, compromise, settlement, assessment or judgment
arising out of any of the matters indemnified against in this Section
13.1.  If, by reason of the claim of any third party relating to any
of the matters subject to indemnification under this Section 13.1, an
Encumbrance, attachment, garnishment or execution is placed upon any of the
property or assets of any Seller Indemnified Party, the Seller shall also,
promptly upon demand, furnish an indemnity bond satisfactory to the Buyer
Indemnified Party to obtain the prompt release of such Encumbrance, attachment,
garnishment or execution.

     

    13.2   Buyer
agrees to indemnify, defend and hold harmless the Seller and each of their
respective directors, officers, managers, employees, and Affiliates, acting in
their capacities as such (collectively, the “Buyer Indemnified
Parties”), against any and all Damages, incurred by any of the Buyer
Indemnified Parties arising, resulting from, or relating to:

     

    (a)   all
claims, Indebtedness, Taxes, obligations, commitments and Liabilities of Buyer
arising before or after the Closing unless and to the extent such claim,
Indebtedness, Tax, obligation, commitment or Liability results from or arises in
connection with the breach of any of the representations, warranties, covenants
or agreements made by Seller under this Agreement or any schedule or exhibit
thereto or any certificate or instrument delivered in connection
therewith;

     

    (b)   the
Assumed Obligations;

     

    (c)   any
breach of the representations or warranties made by the Buyer under this
Agreement or any certificate, instrument or writing delivered in connection
therewith;

     

    (d)   any
default by any of the Buyer in the performance of any of their obligations under
this Agreement;

     

    (e)   any
attempt (whether or not successful) by any Person to cause or require any of the
Buyer Indemnified Parties to pay or discharge any claim, Indebtedness, Tax,
obligation, commitment or Liability of Buyer; or

     

    (f)   any
claim, dispute, Proceeding, compromise, settlement, assessment or judgment
arising out of any of the matters indemnified against in this Section
13.2.  If, by reason of the claim of any third party relating to any
of the matters subject to indemnification under this Section 13.2, an
Encumbrance, attachment, garnishment or execution is placed upon any of the
property or assets of any Buyer Indemnified Party, the Buyer shall also,
promptly upon demand, furnish an indemnity bond satisfactory to the Buyer
Indemnified Party to obtain the prompt release of such Encumbrance, attachment,
garnishment or execution.

     

    
      
        
        

      

      
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    13.3   Seller
shall indemnify, hold harmless and agree to defend (with counsel reasonably
acceptable to Buyer) the Buyer against any Damages arising by reason of
noncompliance with the California Bulk Sales Law (i.e., Division 6 of the
California Commercial Code) (“Bulk Sales Laws”), to
the extent such Bulk Sales Laws apply to the transactions contemplated by this
Agreement.

     

    13.4   No claims
shall be made by a Seller Indemnified Party for indemnification from Seller
pursuant to Section 13.1(c), or by a Buyer Indemnified Party for indemnification
from Buyer pursuant to Section 13.2(c), unless and until the aggregate amount of
Damages incurred by all such Seller Indemnified Parties or Buyer Indemnified
Parties, with respect to claims under those Sections in the aggregate exceeds
$50,000, in which event Seller or the Buyer, as applicable, shall become liable
for all such Damages.  The maximum aggregate indemnification
obligation of Seller pursuant to Section 13.1(c), which maximum amount shall be
the obligation of Seller, shall not exceed the sum of the amount of the the Fair
Market Value of the Closing Shares.  These limitations shall not apply
to a claim that is made based upon alleged fraud.  The Parties shall
be entitled as a result of misrepresentation, breach or default under this
Agreement, to pursue any and all non-monetary relief to which any of them may
otherwise be entitled at law, in equity or otherwise.

     

    13.5   No claims
shall be made by a Seller Indemnified Party for indemnification from Seller
pursuant to Section 13.1(c), or by a Buyer Indemnified Party for indemnification
from Buyer pursuant to Section 13.2(c), after the survival period for such
representation and warranty under Section 12 of this Agreement.

     

    13.6   If a
claim for Damages (a “Claim”) is to be made
by a party entitled to indemnification hereunder (an “Indemnified Party”)
against the indemnifying party (the “Indemnifying Party”),
the Indemnified Party shall give written notice (a “Claim Notice”) to the
Indemnifying Party, which notice shall specify whether the Claim arises as a
result of a claim by a Person that is not a Party to this Agreement against the
Indemnified Party (a “Third-Party Claim”)
or whether the Claim does not so arise (a “Direct Claim”), and
shall also specify (to the extent that the information is available) the factual
basis for the Claim and the amount of the Damages, if known.

     

    13.7   If a
Claim is a Third-Party Claim under this Section 13, then the Indemnified Party
shall notify the Indemnifying Party thereof promptly; provided, however, that no
delay on the part of the Indemnified Party in notifying any Indemnifying Party
shall relieve the Indemnifying Party from any liability or obligation unless
(and only to the extent) that the Indemnifying Party thereby is
damaged.  With respect to a Third-Party Claim:

     

    (a)   If after
receipt of the Claim Notice the Indemnifying Party acknowledges in writing to
the Indemnified Party that the Indemnifying Party shall be obligated under the
terms of its indemnity hereunder in connection with such Third-Party Claim, the
Indemnifying Party shall be entitled, if it so elects at its own cost, risk and
expense, and subject to the rights of an insurer or other Person having
liability therefor, (i) to take control of the defense and investigation of such
Claim; (ii) to employ and engage attorneys of its own choice, but, in any event,
reasonably acceptable to the Indemnified Party, to handle and defend the same
unless the named parties to such Claim (including, without limitation, any
impleaded parties) include both the Indemnifying Party and the Indemnified Party
and the Indemnified Party has been advised in writing by counsel that there may
be one or more legal defenses available to such Indemnified Party that are
different from or additional to those available to the Indemnifying Party, in
which event the Indemnified Party shall be entitled, at the Indemnifying Party’s
cost, risk and expense, to one firm of separate counsel of its own choosing; and
(iii) to compromise or settle such action, which compromise or settlement shall
be made only with the written consent of the Indemnified Party, such consent not
to be unreasonably withheld or delayed, and provided that such compromise or
settlement requires no payment obligation by the Indemnified Party (unless the
Indemnifying Party concurrently pays to the Indemnified Party the full amount of
such payment obligation).

     

    
      
        
        

      

      
        - 14
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    (b)   The
Indemnified Party may, in its sole discretion and at its sole cost, employ
counsel to represent it (in addition to counsel employed by the Indemnifying
Party, at its own expense) in any such matter, and in such event counsel
selected by the Indemnifying Party shall be required to cooperate with such
counsel of the Indemnified Party in such defense, compromise or settlement for
the purpose of informing and sharing information with such Indemnified
Party.  In any such Third-Party Claim, the Indemnified Party will, at
its own expense, make available to the Indemnifying Party those employees of the
Indemnified Party or its Affiliates whose assistance, testimony or presence is
necessary to assist the Indemnifying Party in evaluating and in defending any
such Proceeding; provided, however, that any such access shall be conducted in
such a manner as not to interfere with the operations of the businesses of the
Indemnified Party and its Affiliates.

     

    (c)   If the
Indemnifying Party fails to assume the defense of such Claim within 15 calendar
days after receipt of the Claim Notice, the Indemnified Party against which such
Claim has been asserted will (upon delivering notice to such effect to the
Indemnifying Party) have the right to undertake, at the Indemnifying Party’s
cost and expense, the defense, compromise or settlement of such Claim on behalf
of and for the account and risk of the Indemnifying Party.  If the
Indemnified Party assumes the defense of the Claim, the Indemnified Party will
keep the Indemnifying Party reasonably informed of the progress of any such
defense, compromise or settlement.  The Indemnifying Party shall be
liable for any settlement of any action effected pursuant to and in accordance
with this Section 13.7 and for any final judgment (subject to any right of
appeal) and the Indemnifying Party agrees to indemnify and hold harmless the
Indemnified Party from and against any Damages by reason of such settlement or
judgment.

     

    14.   Termination
of Agreement

     

    14.1   This
Agreement may be terminated prior to the Closing as provided below:

     

    (a)   Buyer and
Seller may terminate this Agreement by mutual written consent at any time prior
to the Closing Date;

     

    (b)   Subject
to Section 14.2, Buyer may terminate this Agreement by giving written notice to
Seller at any time prior to the Closing Date in the event Seller is in breach,
and Seller may terminate this Agreement by giving written notice to Buyer at any
time prior to the Closing Date in the event the Buyer is in breach, of any
material representation, warranty, or covenant contained in this Agreement;
provided, however, that the Party in breach shall have 10 calendar days from the
date of such written notice to cure such breach; or

     

    (c)   Buyer or
Seller may terminate this Agreement by giving written notice to the other Party
at any time prior to the Closing Date if the Closing shall not have occurred on
or before September 30, 2010, by reason of the failure of any condition
precedent under Section 8 or 9 above, as applicable (unless the failure results
primarily from the terminating Party itself breaching any representation,
warranty, or covenant contained in this Agreement).

     

    14.2   In the
event of a termination of this Agreement pursuant to Section 14.1 above, all
obligations of the Parties hereunder shall terminate without liability of any
Party to any other Party, except that in the event of a termination under
Section 14.1(b) above, the Party in breach shall pay all costs and charges
incurred by the non-breaching Party in pursuit of the consummation of the
transactions contemplated by this Agreement; provided, however, that the
aggregate amount for which any Party may be liable under this Section shall not
exceed One Hundred Thousand Dollars ($100,000).  Notwithstanding the
termination of this Agreement pursuant to the preceding sentence, the
obligations of the Parties described in Sections 11 and 13 of this Agreement
shall survive.

     

    15.   General
Provision

     

    15.1   Construction.  This
Agreement has been made and entered into in the State of California and shall be
construed in accordance with the laws of the State of California without giving
effect to the principles of conflicts of law thereof.  Unless
otherwise prohibited by law, this Agreement shall be enforced or otherwise
adjudicated only in the Superior Court, County of San Bernardino, State of
California.  Each Party consents to the continuing personal
jurisdiction of said court for the purposes of any such
adjudication.

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

     

    15.2   Notices.  All
notices, requests, demands and other communications contemplated under this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by United States express, certified or
registered mail, postage prepaid, addressed to the following parties, their
successors in interest or their permitted assignees at the following address, or
such addresses as the parties may designate by written notice in this manner
aforesaid.

     

    
      
        	
                Seller:

              	
                WEALTHMAKERS,
      LTD.

              
	 
      	
                10409
      Strathmore Drive

              
	 
      	
                Santee,
      CA 92071

              
	 
      	 
      
	
                Buyer:

              	
                KENSINGTON
      LEASING, LTD.

              
	 
      	
                1005
      S. Center Street

              
	 
      	
                Redlands,
      CA 92373

              
	 
      	
                Attn:
      Angelique de Maison

              
	 
      	 
      


      

    

     

    15.3   Assignments.  This
Agreement shall not be assignable by any Party without the prior written consent
of the other Parties.

     

    15.4   Expenses.  Except
as otherwise provided in this Agreement, each Party to this Agreement shall bear
his or its own costs and expenses incurred in connection with this
Agreement.  Notwithstanding anything in this Agreement to the
contrary, the Buyer shall be solely responsible for the payment of all costs and
expenses of the Audit.

     

    15.5   Remedies.  Except
as otherwise expressly provided herein, none of the remedies set forth in this
Agreement is intended to be exclusive, and each Party shall have all other
remedies now or hereafter existing at law, in equity, by statute or
otherwise.  The election of any one or more remedies shall not
constitute a waiver of the right to pursue other available
remedies.

     

    15.6   Arbitration of
Disputes

     

    (a)   Each
Party is required to notify the other Party, in writing, of any dispute, claim,
or controversy arising out of this Agreement.  As to disputes related
to indemnification, the Parties will provide written notice in accordance with
this Agreement.  As to all other disputes, the Parties will provide
notice in the form of a written description of the basis for the dispute and the
remedy sought, delivered in accordance with this Agreement.  Other
than breaches or threatened breaches relating to the obligations set forth in
Section 11 (Confidentiality) hereof, if, within thirty (30) days after delivery
of the notice, the Parties are unable to resolve the dispute, then any Party may
submit the dispute to binding arbitration.

     

    (b)   Other
than breaches or threatened breaches relating to the obligations set forth in
Section 12 (Confidentiality)  hereof, any dispute, claim, or
controversy arising out of this Agreement which cannot be resolved by the
Parties as set forth above, including but not limited to Claim for
indemnifications made pursuant to Section 13, will be determined by binding
arbitration conducted by one arbitrator and administered by Judicate West,
pursuant to the American Arbitration Association Commercial Arbitration Rules
then in effect except to the extent those rules conflict with any provision of
this Section.  If, within thirty (30) days after submission of any
dispute to arbitration, the Parties cannot mutually agree on one Judicate West
arbitrator, then the Parties will arrange for Judicate West to designate a
single arbitrator according to the process set forth in the American Arbitration
Association Commercial Arbitration Rules.

     

    (c)   The
arbitrator will set a limited time period and establish procedures designed to
reduce the cost and time for discovery while allowing the Parties an
opportunity, adequate in the sole judgment of the arbitrator, to discover
relevant information from the opposing Parties about the subject matter of the
dispute.  In an arbitration regarding a Claim for indemnification, the
decision of the arbitrator as to the validity and amount of any such Claim for
indemnification will be subject to the limitations set forth in this Agreement
and final, binding, and conclusive upon the Parties.  In an
arbitration to resolve any other dispute, claim, or controversy arising out of
this Agreement, the decision of the arbitrator will be final, binding, and
conclusive upon the Parties.

     

    
      
        
        

      

      
        - 16
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    (d)   The
decision of the arbitrator will be written and will be supported by written
findings of fact and conclusions which will set forth the award, judgment,
decree or order awarded by the arbitrator.  As part of such award, the
prevailing Party (as determined by the arbitrator) will be awarded legal fees
and expenses incurred in conjunction with the dispute and the losing Party will
be required to pay the arbitrator’s fees and the administrative fee of Judicate
West.  All payments required by the decision of the arbitrator will be
made within thirty (30) days after the decision of the arbitrator is
rendered.  Judgment upon any award rendered by the arbitrator may be
entered in any court having jurisdiction.

     

    (e)   The
rights and remedies of the Parties hereto will be cumulative (and not
alternative).  The Parties agree that, in the event of any breach or
threatened breach by any Party of any of the obligations set forth in Sections
11 (Confidentiality)  hereof for the benefit of any other Party, such
other Party will be entitled (in addition to any other remedy that may be
available to it) to (i) a decree or order of specific performance to enforce the
observance and performance of such covenant, obligation or other provision, and
(ii) an injunction restraining such breach or threatened breach in an
arbitration instituted pursuant to this Section 15.6.

     

    15.7   Attorneys’
Fees.  Should any Party hereto retain counsel for the purpose
of enforcing, or, when there are reasonable facts to indicate a potential
material breach, preventing the breach of any provision hereof including the
institution of any action or proceeding, whether by arbitration, judicial or
quasi-judicial action or otherwise, to enforce any provision hereof or for
damages for any alleged breach of any provision hereof, or for a declaration of
such Party’s rights or obligations hereunder, then, if such matter is settled by
arbitration or judicial determination, the prevailing Party shall be entitled to
be reimbursed by the losing Party for all costs and expenses incurred thereby,
including reasonable attorneys’ fees for the services rendered to such
prevailing Party.

     

    15.8   Entire
Agreement.  This Agreement and the exhibits and other documents
specifically referred to herein or required to be delivered pursuant to the
terms of this Agreement represent the entire agreement of the Parties hereto
with respect to the subject matter hereof, and supersede all prior agreements,
understandings, discussions, negotiations and commitments of any
kind.  This Agreement may not be amended or supplement, nor may any
rights hereunder be waived, except in writing signed by each of the Parties
affected thereby.  This Agreement is solely for the benefit of the
Parties hereto and, to the extent provided herein, their respective estates,
heirs, successors, Affiliates, directors, officers, employees, agents and
representatives, and no provision of this Agreement shall be deemed to confer
upon other third parties any remedy, claim, liability, reimbursement, cause of
action or other right.

     

    15.9   Section
Headings.  The section headings in this Agreement are
conveniences only, are not a part of this Agreement and shall not be used in
construing it.

     

    15.10   Severability.  In
the event that any provision or any part of this Agreement is held to be
illegal, invalid or unenforceable, such illegality, invalidity or enforceability
of any other provision or part of this Agreement.

     

    15.11   Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.  In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “pdf” signature page were an original thereof.

     

    


    


    [Signatures
appear on following page.]

     

    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        
        

      

    


    IN
WITNESS WHEREOF, the Parties have duly executed this Asset Purchase Agreement as
of the date first above written.

     

    
      	 
      	
              Seller:
      WealthMakers, Ltd.

            
	 
      	 
      	 
      
	
               

            	
              
                By:

              

            	
              /s/ Zirk Engelbrecht

            
	 
      	
               

            	
              
                By:    Zirk
      Engelbrecht

              

            
	 
      	
               

            	
              Its:     Chief
      Executive Officer and Chairman

            
	 
      	 
      	 
      
	 
      	
              Buyer:  KENSINGTON
      LEASING, LTD.

            
	 
      	 
      	 
      
	
               

            	
              
                By:

              

            	
              /s/ Angelique de Maison

            
	 
      	
               

            	
              
                By:   Angelique de
      Maison

              

            
	 
      	
               

            	
              
                Its:   Chief
      Executive Officer and Chairman

              

            


    

     

    
      
        
        

      

      
        - 18
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    APPENDIX
I

     

    “Accounts Payable”
shall mean trade payables incurred by Seller prior to the Closing Date in the
ordinary course of business (and not otherwise paid prior to the Closing
Date).

     

    “Accounts Receivable”
shall mean all accounts, notes and other receivables accrued to Seller prior to
the Closing Date.

     

    “Acquired Intellectual
Property” shall mean all Intellectual Property owned or licensed by
Seller, which shall include, without limitation, (i) all Intellectual Property
identified on Schedule 1.1(c); (ii) the name “WealthMakers” and any derivations
thereof; (iii) all trademarks, service marks, trade dress, logos, trade names
and Internet domain names together with all goodwill associated therewith,
including, without limitation, the use of all translations, adaptations,
derivations and combinations of the foregoing, of Seller, including but not
limited to any trademarks, service marks, trade dress or logos associated with
the “WealthMakers” brand; (iv) copyrights and copyrightable works (including
without limitation, web sites) and all registrations, applications and renewals
for any of the foregoing of Seller; and (v) all telephone numbers and all
facsimile numbers that Seller identifies or advertises in the ordinary course of
business to its customers or the general public as those to be used for
contacting Seller.

     

    “Acquisition Proposal”
shall have the meaning set forth in Section 7.8.

     

    “Affiliate” with
respect to any Person, shall mean (i) each Person that, directly or indirectly,
owns or controls, whether beneficially, or as a trustee, guardian or other
fiduciary, ten percent (10%) or more of the capital stock or equity of such
Person; (ii) each Person that controls, is controlled by or is under common
control with such Person or any Affiliate of such Person, (iii) each of such
Person’s officers, directors, joint venturers and partners, (iv) any trust or
beneficiary of a trust of which such Person is the sole trustee, or (v) any
lineal descendants, ancestors, spouse or former spouses (as part of a marital
dissolution) of such Person (or any trust for the benefit of such
Person).  For the purpose of this definition, “control” of a Person
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of their management or policies, whether through the
ownership of voting securities, by contract or otherwise.

     

    “Agreement” shall have
the meaning set forth in the introduction.

     

     “Assumed Contracts”
shall have the meaning set forth in Section 1.1 (a).

     

    “Assumed Obligations”
shall have the meaning set forth in Section 1.6.

     

    “Audit” shall mean the
unqualified audit to be conducted by the Auditor on the financial statements of
the Buyer as reasonably required by Buyer in order to satisfy Buyer’s reporting
obligations with the SEC.

     

    “Auditor” shall mean
the independent public accountant selected by Seller (and approved by the Buyer)
to conduct the Audit.

     

    “Bank Accounts” shall
mean all of the bank deposits in the name or for the benefit of
Seller.

     

     “Bulk Sales Laws”
shall have the meaning set forth in Section 13.3.

     

    “Business Day” shall
mean any day of the week other than a Saturday, Sunday, or a legal holiday, or a
bank holiday in the State of California.

     

    “Buyer” shall have the
meaning set forth in the introduction.

     

     “Charter Documents”
shall mean (i) the articles or certificate of incorporation, all certificates of
determination and designation, and the bylaws of a corporation; (ii) the
partnership agreement and any statement of partnership of a general partnership;
(iii) the limited partnership agreement and the certificate or articles of
limited partnership of a limited partnership; (iv) the operating agreement,
limited liability company agreement and the certificate or articles of
organization or formation of a limited liability company; (v) any charter or
similar document adopted or filed in connection with the creation, formation or
organization of any other Person; and (vi) any amendment to any of the
foregoing.

     

    
      
        
        

      

      
        - 19
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    “Claim” shall have the
meaning set forth in Section 13.6.

     

    “Claim Notice” shall
have the meaning set forth in Section 13.6.

     

    “Closing” shall have
the meaning set forth in Section 3.

     

    “Closing Asset Schedule” shall
have the meaning set forth in Section 8.10(c).

     

    “Closing
Date”  shall have the meaning set forth in Section
3.

     

    “Closing Shares” shall
have the meaning set forth in Section 2.1(b).

     

    “Common Stock” shall
mean for the Buyer the common stock, par value $0.001 per share, of Kensington
Leasing, Ltd. as it exists as of the Effective Date and all securities and other
property into which the Common Stock may be converted or for which it may be
exchanged after the Effective Date and for the Seller the common stock, par
value $0.001 per share of WealthMakers, Ltd. as it exists as of the Effective
Date and all securities and other property into which the Common Stock may be
converted or for which it may be exchanged after the Effective
Date.

     

    “Confidential
Information” shall mean any information which is not public knowledge
regarding Buyer, Seller, or any third party with whom any of the Parties does
business or from whom such Party receives information, including but not limited
to any business secret, trade secret, financial information, proprietary
software, internal procedure, business plan, marketing plan, pricing strategy or
policy, supplier list, or customer list.

     

    “Consent” shall mean
any approval, consent, ratification, waiver, Governmental Authorization or other
authorization.

     

    “Contract” shall mean
any agreement, contract, commitment, lease obligation, promise, arrangement,
understanding, or undertaking (whether written or oral and whether express or
implied) that is legally binding.

     

    “Damages” shall have
the meaning set forth in Section 13.1.

     

    “Disclosing Party”
shall have the meaning set forth in Section 11.1.

     

    “Direct Claim” shall
have the meaning set forth in Section 13.6.

     

     “Employee Benefit
Plan” with respect to any Person shall mean any plan, arrangement or
Contract providing compensation or benefits to, for or on behalf of employees
and/or directors of such Person, including employment, deferred compensation,
retirement or severance Contracts; plans pursuant to which equity securities of
such Person or an Affiliate of such Person are issued, including stock purchase,
stock option, stock appreciation rights plans; bonus, severance or incentive
compensation plans or arrangements; supplemental unemployment benefit,
hospitalization or other medical, life or other insurance; and all “employee
benefit plans,” within the meaning of Section 3(3) of ERISA maintained by,
contributed to (or required to be contributed to), or sponsored by such
Person.

     

    “Encumbrance” shall
mean any liens, security interests, pledges, charges, mortgages, conditional
sales agreements, title retention agreements and other
encumbrances.

     

     “Equity Interest”
shall mean (i) with respect to a corporation, any and all shares of capital
stock and Stock Equivalents, (ii) with respect to a partnership, limited
liability company, trust or similar Person, any and all units, interests or
other partnership/limited liability company interests and any Stock Equivalents
and (iii) any other equity ownership or participation in a Person.

     

    
      
        
        

      

      
        - 20
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    “Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended.

     

    “Fair Market Value of the
Common Stock” on any date shall be the average of the closing or last
reported sales prices of the Common Stock on the 10 trading day period ending on
such date (or if closing or last reported prices are not reported on a
particular date, the average of the closing bid and asked prices on such date),
in case as reported on a recognized reporting service (such as Yahoo Finance);
provided, however, that if the Common Stock is restricted or is not listed on a
national securities exchange or authorized for quotation of the OTC Bulletin
Board or Pink Sheets, the fair market value shall be the amount determined in
good faith by the Board of Directors of Kensington.

     

    “GAAP” shall mean
United States generally accepted accounting principles.

     

    “Governmental
Authorization” shall mean any approval, consent, license, permit, waiver
or other authorization issued, granted, given or otherwise made available by or
under the authority of any Governmental Body or pursuant to any Legal
Requirement.

     

    “Governmental Body”
shall mean any: (a) nation, state, county, city, town, village, district or
other jurisdiction of any nature; (b) federal, state, local, municipal, foreign
or other government; (c) governmental or quasi-governmental authority of any
nature (including any governmental agency, branch, department, official or
entity and any court or other tribunal); (d) multi-national organization or
body; or (e) body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory or taxing authority or
power of any nature.

     

    “Hazardous Substance”
shall mean any toxic or hazardous substances, materials or wastes, any petroleum
or oil or any pollutant.

     

    “Indebtedness” shall
mean, as applied to any Person, all indebtedness of such Person to any other
Person for borrowed money, whether current or funded, or secured or unsecured
and all such Indebtedness of any other Person which is directly or indirectly
guaranteed by such Person or which such Person has agreed (contingently or
otherwise) to purchase or otherwise acquire or in respect of which it has
otherwise assured against loss.  Indebtedness shall not include trade
payables or other indebtedness (except for borrowings) incurred in the ordinary
course of business consistent with past practice.

     

    “Indemnified Party”
shall have the meaning set forth in Section 13.6.

     

    “Indemnifying Party”
shall have the meaning set forth in Section 13.6.

     

    “Injured Party” shall
have the meaning set forth in Section 11.3.

     

    “Intellectual
Property” shall mean each of the following:  (i) patents,
patent applications, patent disclosures and inventions (whether or not
patentable and whether or not reduced to practice) and any reissue,
continuation, continuation-in-part, revision, extension or reexamination thereof
(collectively, “Patents”); (ii)
trademarks, service marks, trade dress, logos, trade names, and Internet domain
names together with all goodwill associated therewith, and the use of all
translations, adaptations, derivations and combinations of any and all the
foregoing (collectively, “Marks”); (iii)
copyrights and copyrightable works (including, without limitation, web sites)
and all registrations, applications and renewals for any of the foregoing
(collectively, “Copyrights”); (iv)
information not generally known to the public or that would constitute a trade
secret under the Uniform Trade Secrets Act, and confidential information
(including, without limitation, know-how, research and development information,
designs, plans, proposals, technical data, financial, business and marketing
plans, sales and promotional literature, and customer and supplier lists and
related information) (collectively, “Trade Secrets”); (v)
other intellectual property rights; (vi) all copies and tangible embodiments of
the foregoing (in whatever form or medium), along with all income, royalties,
damages and payments due or payable after the Closing including, without
limitation, damages and payments for past or future infringements or
misappropriations thereof; (vii) the right to sue and recover for past
infringements or misappropriations thereof; (viii) any defenses related to any
of the above; and (ix) any and all corresponding rights that, now or hereafter,
may be secured throughout the world.

     

    
      
        
        

      

      
        - 21
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    “Inventory” shall mean
all inventory, consisting principally of prepaid gift cards, held by Seller for
sale as of the Closing, but excluding obsolete, discontinued, damaged and
returned goods.

     

    “Knowledge” shall mean
and an individual will be deemed to have “Knowledge” of a particular fact or
other matter if such individual is actually aware of such fact or other
matter.  A Person (other than an individual) will be deemed to have
“Knowledge” of a particular fact or other matter if any individual who is
serving as a director, executive officer, partner, executor, trustee of such
Person (or in any similar capacity) has, or at any time had, Knowledge of such
fact or other matter.

     

    “Legal Requirement”
shall mean any federal, state, local, municipal, foreign, international,
multinational or other administrative order, constitution, law, ordinance,
principle of common law, regulation, statute or treaty.

     

    “Liability” means any
liability or obligation, whether known or unknown, asserted or unasserted,
absolute or contingent, matured or unmatured, conditional or unconditional,
latent or patent, accrued or unaccrued, liquidated or unliquidated, or due or to
become due.

     

    “Material Adverse
Effect” means, when used in connection with Seller, any change or effect
that is materially adverse to the Acquired Assets, the Seller Business or
Seller’s operations, assets, financial condition or prospects, taken as a
whole.

     

    “Order” shall mean any
award, decision, injunction, judgment, order, ruling, subpoena or verdict
entered, issued, made or rendered by any court, administrative agency or other
Governmental Body or by any arbitrator.

     

    “Party” shall mean a
party to this Agreement.

     

    “Person” shall mean
any individual, corporation (including any non-profit corporation), general or
limited partnership, limited liability company, joint venture, estate, trust,
association, organization, labor union or other entity or Governmental
Body.

     

     “Proceeding” shall
mean any action, arbitration, audit, claim, demand, hearing, investigation,
inquiry, litigation, suit or appeal (whether civil, criminal, administrative,
investigative, or informal) commenced, brought, conducted or heard by or before,
or otherwise involving, any Governmental Body or arbitrator.

     

    “Purchase Price” shall
have the meaning set forth in Section 2.1.

     

    “Receiving Party”
shall have the meaning set forth in Section 11.1.

     

     “SEC” shall mean the
Securities and Exchange Commission.

     

    “Securities Act” shall
mean the Securities Act of 1933, as amended.

     

    “Seller Disclosure
Schedule” shall mean a schedule delivered by Seller to Buyer concurrently
with or prior to Seller’s execution and delivery of this Agreement, which
schedule sets forth exceptions to, or contains the schedules specifically
referenced in, the representations and warranties in Section 4 of this
Agreement.

     

    “Seller Financial
Statements” shall mean the unaudited financial statements of Seller for
the fiscal year ended December 31, 2009 and the eight-month period ended August
31, 2010, included in the Seller Disclosure Schedule.

     

    “Seller Indemnified
Parties”
shall have the meaning set forth in Section 13.1.

     

    “Seller Business”
shall have the meaning set forth in the recitals.

     

    “Seller’s
Shareholders” shall mean the shareholders of the Seller’s 15,354,000
shares of Common Stock outstanding.

     

    
      
        
        

      

      
        - 22
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    “Shares” shall mean
the Closing Shares and the Earn-Out Shares.

     

     “Software” means each
of the following: computer programs, known by any name, whether in use or under
development, including all versions thereof, and all related documentation,
training manuals and materials, user manuals, technical and support
documentation, source code and object code, tools, program files, data files,
computer related data, field and data definitions and relationships, data
definition specifications, data models, program and system logic, interfaces,
program modules, routines, sub-routines, algorithms, program architecture,
design concepts, development tools, maintenance tools, system designs, program
structure, sequence and organizations, screen displays and report layouts, and
all other material related to the said computer programs.

     

    “Stock Equivalents” of
any Person shall mean options, warrants, calls, rights, commitments, convertible
securities and other securities pursuant to which the holder, directly or
indirectly, has the right to acquire (with or without additional consideration)
capital stock or equity interests of such Person.

     

     “Tax” or “Taxes” shall
mean:  (a) any income, corporation, gross receipts, business, profits,
gains, capital stock, capital duty, withholding, social security, unemployment,
disability, property, wealth, welfare, stamp, excise, occupation, sales, use,
value added, payroll, premium, property, or windfall profits tax, estimated, ad
valorem or excise tax, alternative or add-on minimum tax or other similar tax
(including, without limitation, any fee, assessment or other charge in the
nature of or in lieu of any tax) imposed by any Governmental Body; and (b) any
Liability for the payment of any amount of the type described in clause (a) as a
result of Seller being a successor to or transferee of any other corporation at
any time on or prior to the Closing Date, and any interest, penalties, additions
to tax (whether imposed by law, contractual agreement or otherwise) and any
Liability in respect of any tax as a result of being a member of any affiliated,
consolidated, combined, unitary or similar group.

     

    “Tax Return” or “Tax Returns” shall
mean any or all returns, declarations, reports, statements and other documents
required to be filed in respect of Taxes, and any claims for refunds of Taxes,
including any amendments or supplements to any of the foregoing.

     

    “Third-Party Claim”
shall have the meaning set forth in Section 13.6.

     

    “Transfer” shall mean
sell, assign, transfer, pledge, license, grant a security interest in, or
otherwise dispose of, with or without consideration, and “Transferred” shall
have a correlative meaning.

     

    
      
        
        

      

      
        - 23
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