**Exhibit 10.8**

 

AGREEMENT OF PURCHASE AND SALE

 

AND

 

JOINT ESCROW INSTRUCTIONS

 

BY AND BETWEEN

 

FIRST STRIKE, INC.

A NEVADA CORPORATION

 

SELLER

 

AND

 

R.G. GLOBAL LIFESTYLES, INC.

A CALIFORNIA CORPORATION

 

PURCHASER

 

EFFECTIVE AS OF JANUARY 13, 2005

 

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**AGREEMENT OF PURCHASE AND SALE**

 

**AND**

 

**JOINT ESCROW INSTRUCTIONS**

 

THIS AGREEMENTOF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (the “Agreement”) effectiveas of January 13, 2005, is made by and between FIRST STRIKE, INC., a NevadaCorporation (hereafter referred to as “First Strike” or “Seller”) and R.G.GLOBAL LIFESTYLES, INC., a California Corporation (hereinafter referred to as “RGGL”or “Purchaser”).(Seller and Purchaser are sometimes referred to hereinindividually as a “Party” and collectively as the “Parties”).

 

**PREAMBLE**

 

A.                                   Selleris a Nevada Corporation, duly organized and validly existing. Seller is theowner of all right, title and interest in and to that certain website known as “OnlineSurgery.Com”, together with all domain registrations, trade names, intellectualproperty rights, and goodwill associated with said asset (hereinafter, the “OfferedAsset” or OLS”).  Seller desires to selland transfer the Offered Asset to Buyer effective upon the Closing Date, inconsideration for the promises, covenants, and agreements set forth in thisAgreement.

 

B.                                     Purchaserdesires to purchase and acquire the Offered Asset, on the terms and subject tothe conditions set forth in this Agreement.

 

C.                                     Inconsideration of the mutual covenants set forth in this Agreement and othergood and valuable consideration, the receipt and sufficiency of which herebyare acknowledged, Seller and Purchaser, intending to be bound legally andequitably, agree as follows.

 

ARTICLE I.

 

PURCHASE; DESCRIPTION OF THE PROPERTY

 

1.1         Purchase and Sale andDescription of the Asset. Subject to the terms and conditions set forth inthis Agreement, at the Closing the Seller shall sell, convey, transfer, assignand deliver to Purchaser, and Purchaser shall purchase and accept from theSeller, all right, title and interest of Sellers in and to the website known asOnline Surgery.Com, together with all registrations, rights, and appurtenancesthereto, (hereafter, the “Offered Asset” or “OLS””):

 

(a)          Certificate ofInterest Owned by Seller.

 

(i)                                   Allright, title and interest of Seller in the Offered Asset.

 

(ii)                                TheOffered Asset t is being transferred subject to all rights and obligationsincident to the ownership of A registered and existingwebsite and domain name.  Purchaser hasconducted and completed its due diligence with respect to OLS and the resultsthereof being satisfactory, Seller is transferring OLS to Purchaser on an “asis” basis”, other than to represent that Seller owns the Offered Asset free andclear of any and all liens, encumbrances, and claims of any kind.

 

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(iii)                             Allitems of income and expense attributable to the operation of OLS shall beprorated between the Parties based upon the closing date of this Agreement.

 

(b)         Excluded Property:None.

 

ARTICLE II

 

PURCHASE PRICE, TERMS OF SALE

 

2.1                                                         PurchasePrice.  As consideration for thetransfer, sale, assignment, conveyance and delivery to the Purchaser of theProperty, the Purchaser shall, at the Closing, assume the operating expenses ofOLS and shall cause to be issued and transferred to Seller Two Hundred Thousand(200,000) shares of its Restricted Common Stock, in the form and content setforth as exhibit “A” to this Agreement, which shall be referred to hereinafteras the Purchase Price.

 

2.2                                                         Allocationof Purchase Price:  For purposes ofallocation of the purchase price only, inasmuch as the Offered Asset isprivately held and difficult to value, the parties have negotiated, valued andagreed to the following valuations and allocations of the Purchase Price:  200,000 shares of common stock of Purchaserbased upon closing date of January 13, 2005 represents $0.001 per share atstated par value, or $200.  Each of theParties represents and warrants to the other, that the foregoing Purchase Pricefairly represents the value of the Offered Asset as of the date of thisAgreement, and is based upon all information reasonably available to theParties as of the date hereof.  Neitherparty has failed to disclose any material facts to the other in connection withthe sale and purchase of the Interest set forth herein, or in connection withthe existence of prospective clients, growth, or status of the Offered Asset asof the date of this Agreement.

 

2.3                                                         Theparties hereby waive the need for an Escrow agent, since the closing date shallbe the date of physical delivery of the Certificate of  Ownership Interest endorsed for transfer andthe Certificate of Commitment to Issue the Common Stock of Purchaser (Exhibit “A”hereto.).

 

2.4                                                         Paymentof Purchase Price. At Closing, Purchaser shall execute and deliver toSeller the Certificate of Commitment to Issue the Common Stock of Purchaser,and shall execute and deliver a copy of this Agreement of Purchase and Sale.

 

ARTICLE III

SELLER’S REPRESENTATIONS AND WARRANTIES

 

3.1                                 Representationsand Warranties. Seller hereby makes the representations and warranties setforth in this Section 3.1, subject to the limitations set forth in Sections 3.2and 3.4, upon which Seller acknowledges and agrees that Purchaser is entitledto rely.

 

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(a)          Organization andPower of Seller: Operation. Seller is a Nevada Corporation that is dulyformed, validly existing, in good standing in the jurisdiction of its formationand is qualified to do business in the jurisdiction in which this transactionis taking place.

 

(b)         Authority and BindingObligation. (i) Seller has full power and authority to execute and deliverthis Agreement and all documents now or hereafter to be executed and deliveredby Seller under this Agreement, and to perform all obligations arising underthis Agreement and such other documents, (ii) the execution by the undersignedon behalf of Seller, and the delivery and performance of this Agreement bySeller is or shall have been duly and validly authorized by all necessaryaction on the part of Seller, and (iii) this Agreement and such other documentsnow or hereafter to be executed and delivered by Seller under this Agreement,when executed and delivered, will each constitute the legal, valid and bindingobligations of Seller enforceable against Seller in accordance with their respective terms, subject to the applicationof equitable principles and the effect of all statutes, laws, common law,rules, regulations, ordinances, codes or other legal requirements of anyGovernmental Authority, (“Applicable Law”) affecting the rights of creditors generally,and except to the extent Purchaser itself is in default hereunder.

 

(c)          Title to the OfferedInterest. To Seller’s Knowledge Seller has good and valid title to theOffered Asset, which shall be free and clear of all liens, encumbrances andclaims as of the Closing.

 

(d)         Litigation. ToSeller’s Knowledge, Seller has not (i) been served with any court filing in anylitigation with respect to the business of the Corporation in which Seller isnamed a party, or (ii) received written notice of any charge orcomplaint from any Governmental Authority or other Person pursuant to anyadministrative, arbitration or similar judicial proceeding with respect to thebusiness of the Company which has not been settled or dismissed, and Seller hasnot any received written notice threatening any such action .

 

(e)          Contracts. ToSeller’s Knowledge Seller has neither given nor received any written notice ofany breach or default under any of the Operational Agreements which has notbeen cured, and no event has occurred or circumstance exists which, with noticeor the passage of time, or both, would result in a breach or default by Seller orthe other party thereunder.

 

(f)            Management andLicense Agreements. Seller is not a party to any management, franchise,license, concession or other Agreement for the management or operation of theCompany, other than the Operating Agreement disclosed herein.

 

(g)         Finders and Brokers.  Seller has not dealt with any Person who hasacted, directly or indirectly, as a broker, finder, financial adviser or in anyother capacity for or on behalf of Seller in connection with the transactioncontemplated by this Agreement in a manner which would entitle such Person toany fee or commission in connection with this Agreement or the transactioncontemplated in this Agreement.

 

3.2                                 As-IsSale. Except for the representations and warranties of Seller expressly setforth in this Article III, the Seller is not making any other representationsor warranties, express or implied, about the Company. The Purchaseracknowledges that the Offered Asset being sold is not new and neither theSeller nor Seller’s Manager make any representation or warranty, express orimplied, about the including without limitation, its physical condition,prospects, financial projections or predictions, and the Offered Interest issold in its present “AS-IS” and “WHERE IS” condition.

 

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3.3  Effect of Purchasers Know1edge. If Purchaser hasKnowledge prior to Closing of a breach of any representation or warranty madeby Sellers in this Agreement and Purchaser nevertheless elects to close thistransaction, such representation or warranty by Seller with respect to suchmatter shall be deemed not to have been breached to the extent of Purchaser’sKnowledge.

 

ARTICLE IV

 

PURCHASER’S REPRESENTATIONS AND WARRANTIES

 

4.1                                 Representationsand Warranties. Purchaser hereby makes the representations and warrantiesin this Section 4.1, subject to the limitation in Section 4.2, upon whichPurchaser acknowledges and agrees that Seller is entitled to rely.

 

(a)          Organization andPower. Purchaser has all requisite power and authority to acquire, own andoperate the Offered Asset as set forth in this Agreement.

 

(b)         Authority and BindingObligation. (i) Purchaser has full power and authority to execute anddeliver this Agreement and all documents now or hereafter to be executed anddelivered by Purchaser under this Agreement, and to perform all obligationsarising under this Agreement and such other documents, (ii) the execution bythe undersigned on behalf of Purchaser, and the delivery and performance ofthis Agreement by Purchaser has been duly and validly authorized by all necessaryaction on the part of Purchaser, and (iii) this Agreement and such otherdocuments now or hereafter to be executed and delivered by Purchase under thisAgreement, when executed and delivered, will each constitute the legal, validand binding obligations of Purchaser enforceable against Purchaser inaccordance with its terms, subject to the application of equitable principlesand Applicable Laws affecting the rights of creditors generally, and except tothe extent Seller is in default hereunder.

 

(c)          Consents andApprovals: No Conflicts. (i) No filing with, and no permit, authorization.consent or approval of, any Governmental Authority or other Person is necessaryfor the consummation by Purchaser of its obligations under this Agreement, and(ii) neither the execution and delivery of this Agreement by Purchaser, nor theconsummation by Purchaser of the transaction contemplated under this Agreement,nor compliance by Purchaser with any of the terms of this Agreement will: (A)violate any provision of the organizational or governing documents ofPurchaser; (B) violate any Applicable Law to which Purchaser is subject; or (C)**result in a violation or breach of or constitute a defaultunder any contract, agreement or other instrument or obligation to whichPurchaser is a party or is bound or to which any of Purchaser’s properties aresubject.

 

(d)         Finders and Brokers.Purchaser has not dealt with any Person who has acted, directly or indirectly,as a broker, finder, financial adviser or in such other capacity for or onbehalf of Purchaser in connection with the transaction contemplated by thisAgreement in any manner which would entitle such Person to any fee orcommission in connection with this Agreement or the transaction contemplated inthis Agreement.

 

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4.2                                 Effectof Seller’s Knowledge. If Seller has Knowledge prior to Closing of a breachof any representation or warranty made by Purchaser in this Agreement andSeller nevertheless elects to close this transaction, such representation orwarranty by Purchaser with respect to such matter shall be deemed to have notbeen breached to the extent of Seller’s Knowledge.

 

ARTICLE V

COVENANTS

 

5.1                                 Confidentiality.

 

(a)          Disclosure ofConfidentialInformation; Public Announcements. Seller and Purchaser shall keepconfidential and not make any public announcement or disclose to any Person theexistence or any terms of this Agreement, any information disclosed by the Inspectionsor in the Seller Due Diligence Materials or Purchaser Due Diligence Reports,and any other documents, materials, data or other information with respect tothe Company that is not generally known to the public (the “ConfidentialInformation”); *provided, however,*that Sellerand Purchaser shall be permitted to (i) disclose any Confidential Informationto the extent required by court order or under Applicable Law, (ii) make apublic announcement regarding the transaction contemplated in this Agreement afterthe expiration of the Due Diligence Period, *provided*thatSeller and Purchaser shall approve the form and substance of any such publicannouncement, which approval shall not be unreasonably withheld, conditioned ordelayed, or (iii) disclose any Confidential Information to any Person on a “need-to-know”basis, such as their respective directors, officers, partners, members,employees, attorneys, accountants, engineers, surveyors, consultants, lenders,investors, managers, franchisers and such other Persons whose assistance isrequired to consummate the transactions contemplated in this Agreement; *provided, however,*that Seller or Purchaser (as the case maybe) shall (a) advise such Person of the confidential nature of such ConfidentialInformation, and (b) use commercially reasonable efforts to cause such Personto maintain the confidentiality of such information; and *provided,further,*that except for the obligations of Seller and Purchaser touse such commercially reasonable efforts, neither Seller nor Purchaser shall beliable for any breach of confidentiality by such Person, If this Agreement isterminated, Purchaser promptly shall return all Seller Due Diligence Materialsto Seller, together with any other documents which contain information obtainedfrom any Seller Due Diligence Materials, and if requested by Seller, Purchasershall provide a copy of all Purchaser Due Diligence Reports to Seller. ThisSection 6.1(a) shall survive the termination of this Agreement and Closing.

 

5.2                                 Operationof Business Prior to Closing.

 

(a)          Operation in OrdinaryCourse ofBusiness. From the date of this Agreement until theClosing or earlier termination of this Agreement, Seller shall operate thebusiness in the Ordinary Course of Business, including, without limitation, (i)maintaining all existing insurance coverage (or adequate replacements thereof);(ii) maintaining inventories of Supplies in the Ordinary Course of Business,and (iii) performing maintenance and repairs in the Ordinary Course ofBusiness. Supplies will be maintained at normal operating levels.

 

(b)         Operating Agreements.From the date of this Agreement until the Closing or earlier termination ofthis Agreement Seller shall not (i) amend, modify, extend, renew or terminateany existing Operating Agreements or Licenses and Permits, in each case withoutPurchaser’s prior written consent, except in the Ordinary Course of Business,which consent shall not

 

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be withheld ordelayed unreasonably, nor (ii) enter into any new Operating Agreements, unlesssuch new Operating Agreements are terminable by Purchaser, without anytermination fee, upon not more than thirty (30) days notice.

 

ARTICLE VI

CLOSING

 

6.1         Closing Date, Theclosing of the transaction contemplated under this Agreement (the “Closing”)shall occur on January 13, 2005 at 12:00 p.m. or at such other time as agreedto in writing between Seller and Purchaser (the date on which the Closingoccurs is referred to herein as the ‘Closing Date”), at the offices ofPurchaser, 17751 Mitchell Ave., Irvine, CA 92614.

 

6.2         At the Closing date, eachParty shall deliver to the other party, the documents required to be deliveredby such Party under this Agreement, and the parties further agree to co-operatewith one another to fully effectuate their intent under this Agreement.

 

ARTICLE VII.

LIQUIDATED DAMAGES PROVISION

 

SELLER ANDPURCHASER AGREE THAT IF THIS AGREEMENT IS TERMINATED, THE DAMAGES THAT SELLERWOULD SUSTAIN AS A RESULT OF SUCH TERMINATION WOULD BE DIFFICULT IF NOTIMPOSSIBLE TO ASCERTAIN. ACCORDINGLY, SELLER AND PURCHASER AGREE AFTERNEGOTIATION THAT SELLERS SHALL RETAIN FIFTY THOUSAND SHARES OF THE PURCHASEPRICE, AND RETURN THE REMAINDER OF THE SHARES, AS FULL AND COMPLETE LIQUIDATEDDAMAGES AND AS SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH TERMINATION;PROVIDED, HOWEVER, THAT THE PARTIES SHALL RETAIN ALL RIGHTS AND REMEDIES UNDERTHIS AGREEMENT WITH RESPECT TO THOSE OBLIGATIONS WHICH EXPRESSLY SURVIVE SUCHTERMINATION; AND PROVIDED, FURTHER, THAT THE SELLER SHALL BE ENTITLED TOEXERCISE ANY RIGHTS OR REMEDIES IT MAY HAVE BY VIRTUE OF AN INDEMNITY CREATEDOR GRANTED IN THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, RECOVERY OFREASONABLE ATTORNEYS FEES AND COSTS.
| Sellers’  Initials | Purchasers  Initials |
|-------------------------|----------------------|

 

ARTICLE VIII

CASUALTY; FRUSTRATION OF PURPOSE

 

8.1                                 Casualty,Frustration, or Mutual Agreement to Unwind.

 

(a)          Frustration. If for anyreason due to force majeure or circumstances beyond the control of the parties theOffered Interest cannot be transferred in accordance with this Agreement, theparties shall use reasonable efforts to agree to amend this Agreement as may benecessary to complete the transaction contemplated by this Agreement; provided,however, that if the parties cannot reach mutual agreement, this Agreementshall terminate without fault of either Seller or Purchaser.

 

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ARTICLE IX

INDEMNIFICATION

 

*9.1**      *Indemnification bySeller. Subject to the limitations set forth in this Agreement, Seller shalldefend, indemnify and hold harmless the Purchaser and its members, managers andthe successors, Assigns, heirs and legal representatives of each of theforegoing (collectively, the Indemnified Purchaser) from and against anyclaims, liability, damage, loss, cost or expense, including, withoutlimitation, reasonable attorney’s fees, disbursements and expenses and courtcosts, incurred by the Person in question (collectively ‘losses) incurred byany Indemnified Purchaser  (a) after theClosing as a result of (l) any inaccuracy or untruth of any representations orwarranties made by Seller in this Agreement, and (2) the breach by Seller ofany of its covenants or obligations under this Agreement which expresslysurvive the Closing or (b) after the termination of this Agreement, based onthe breach by Seller of any of its covenants or obligations under thisAgreement which expressly survive such termination.

 

9.2         Indemnification byPurchaser. Subject to the limitations set forth in this Agreement,Purchaser shall defend, indemnify and hold harmless the Seller and itsrespective shareholders, directors, officers, members, employees and agents,and their successors, assigns, heirs and legal representatives of each of theforegoing (the “Indemnified Seller” from and against any Losses incurred by anIndemnified Seller (a) after the Closing as a result of (1) any inaccuracy orbreach of any representations or warranties made by Purchaser in thisAgreement, or (2) the breach by Purchaser of any of its covenants or obligationsunder this Agreement which expressly survive the Closing, or (b) after thetermination of this Agreement based on the breach by Purchaser of any of itscovenants or obligations under this Agreement which expressly survive suchtermination.

 

9.3                                 Limitationson Indemnification Obligations.

 

(a)          Survival ofRepresentations and Warranties. The representations and warranties ofSeller under this Agreement, and the representations and warranties ofPurchaser under this Agreement shall survive the Closing until the expirationof the applicable statute of limitations. To the extent any Indemnified Selleror Indemnified Purchaser (each an “Indemnified Party”) is seeking the defenseof, or indemnification for, a breach of any representations or warranties, theIndemnified Party shall be entitled to indemnification only for those *matters*as to which such a party has given written notice tothe Indemnitor (as defined below) prior to the expiration of the expiration ofthe applicable Survival Period.

 

(b)         Indemnification Cap.Notwithstanding anything to the contrary in this Agreement, in no event shall Seller’sindemnification obligations exceed the Purchase Price in the aggregate (the ‘IndemnificationCap’).

 

(c)          Effect of Taxes andInsurance. The amount of any Losses for which defense or indemnification isprovided to any Indemnitee under this Article 9 shall be net of any taxbenefits realized or insurance proceeds received by such Indemnitee inconnection with the Indemnification Claim.

 

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(d)         Third Party Claims.Except as to amounts covered under Purchaser’s insurance policy or policies, Purchasershall not be obligated to indemnify or defend Seller or hold Seller harmlessfrom any third party claim related to the period of time during which theSeller owned the Real Property. Except as to amounts covered under Seller’sinsurance policy or policies, Seller shall not be obligated to indemnify ordefend Purchaser or hold Purchaser harmless *from*any thirdparty claim related to the period of time during which the Purchaser owns theReal Property.

 

9.4                                 ExclusiveRemedy. Except for claims based on fraud, the provisions of this Article IXshall be the sole and exclusive remedy of any Indemnitee with respect to anyclaim for Losses arising from or in connection with this Agreement.

 

ARTICLE X

 

MISCELLANEOUS PROVISIONS

 

10.1                           Notices.

 

(a)          Method ofDelivery.All notices, requests, demands and other communications (each, a “Notice”)required to be provided to the other Party pursuant to this Agreement shall bein writing and shall be delivered (i) by messenger or in person. (ii) bycertified U.S. mail, with postage prepaid and return receipt requested, (iii)by overnight courier service. or (iv) by facsimile transmittal, with averification copy sent on the same day by any of the methods set forth inclauses (i), (ii) and (iii), to the other Party to this Agreement at thefollowing address or facsimile number (or to such other address or facsimilenumber as Seller or Purchaser may designate from time to time pursuant toSection 10.1(c)):

 
| If to  Purchaser: |                             |   |
|-------------------|----------------------------------|--------|
|              |                             |   |   |
|              | To Louis L.  Knickerbocker, CEO. |   |   |
|              | R.G. Global  Lifestyles, Inc.    |   |   |
|              | 17751  Mitchell Ave.             |   |   |
|              | Irvine, CA  92614                |   |   |
|              |                             |   |   |
| If to  Seller:    |                             |   |
|              |                             |   |   |
|              | To the  Office of the President  |   |   |
|              | First  Strike, Inc.              |   |   |
|              | 3395 S.  Jones St., Ste. 222     |   |   |
|              | Las Vegas,  NV 89146             |   |   |
|                   |                                  |        |  |  |

 

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(b)         Receipt of Notices.All Notices sent by Sellers or Purchaser (or their respective counsel pursuantto Section 10.1(d)) under this Agreement shall be deemed to have been receivedby the Party to whom such Notice is sent upon (i) delivery to the address orfacsimile number of the recipient Party, *provided*thatsuch delivery is made prior to 5:00 p.m. (local time for the recipient Party)on a Business Day, otherwise the following Business Day, or (ii) the attempteddelivery of such Notice if (A) such recipient Party refuses delivery of suchNotice, or (B) such recipient Party is no longer at such address or facsimilenumber, and such recipient Party failed to provide the sending Party with itscurrent address or facsimile number pursuant to this Section 10.1(b).

 

(c)          Change of Address.Seller and Purchaser and their respective counsel shall have the right tochange their respective address and/or facsimile number for the purposes ofthis Section 10.1 by providing a Notice of such change in address and/orfacsimile as required under this Section 10.1(c).

 

(d)         Delivery by Party’sCounsel. Sellers and Purchaser agree that the attorney for such Party shallhave the authority to deliver Notices on such Party’s behalf to the other Partyhereto.

 

10.2                           Timeis ofthe Essence, Time is of the essence of this Agreement; *provided, however,*that notwithstanding anything to thecontrary in this Agreement, if the time period for the performance of anycovenant or obligation, satisfaction of any condition or delivery of any noticeor item required under this Agreement shall expire on a day other than aBusiness Day, such time period shall be extended automatically to the nextBusiness Day.

 

10.3                           Successorsand Assigns: Third Party Beneficiaries. This Agreement shall be bindingupon and inure to the benefit of Sellers and Purchaser, and their respectivesuccessors and permitted assigns pursuant to this Agreement.

 

10.4   In the event of any dispute arising betweenthe parties, and an arbitration or similar judicial proceeding is sought,taken, instituted or brought by Seller or Purchaser to enforce its rights underthis Agreement, all fees, costs and expenses, including, without limitation,reasonable attorneys fees and court costs, of the prevailing Party in suchaction, suitor proceeding shall be borne by the Party against whose interestthe judgment or decision is rendered. This Section 10.4 shall survive thetermination of this Agreement and the Closing.

 

10.5                           NoRecordation. Neither this Agreement, nor any memorandum or other notice ofthis Agreement, shall be recorded without Seller’s prior written consent, whichconsent may be withheld in Seller’s sole discretion.

 

10.6                           Rulesof Construction. The following rules shall apply to the construction andinterpretation of this Agreement:

 

(a)          Singular words shallconnote the plural as well as the singular, and plural words shall connote thesingular as well as the plural, and the masculine shall include the feminineand the neuter.

 

(b)         All references in thisAgreement to particular articles, sections, subsections or clauses (whether inupper or lower case) are references to articles, sections, subsections orclauses of this Agreement. All references in this Agreement to particularexhibits or schedules (whether in upper or lower case) are references to theexhibits and schedules attached to this Agreement unless otherwise expresslystated or clearly apparent from the context of such reference.

 

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(c)          The headings containedherein are solely for convenience of reference and shall not constitute a partof this Agreement nor shall they affect its meaning, construction or effect.

 

(d)         Each Party hereto and itscounsel have reviewed and revised (or requested revisions of) this Agreementand have participated in the negotiation and preparation of this Agreement, andtherefore any rules of construction requiring that ambiguities are to beresolved against a particular Party shall not be applicable in the constructionand interpretation of this Agreement or any exhibits hereto. Each Party has hadthe opportunity to seek review by independent legal counsel.

 

(e)          The terms “hereby.” “hereof.”*“hereto,’*“herein,” “hereunder” and anysimilar terms shall refer to this Agreement, and not solely to the provision inwhich such term is used.

 

(f)            The terms “include,” “including”and similar terms shall be construed as if followed by the phrase “withoutlimitation.”

 

10.8                           GoverningLaw; Severability, This Agreement shall be governed by the laws of theState of Nevada. If any term or provision of this Agreement is held to be orrendered invalid or unenforceable at any time in any jurisdiction, such term orprovision shall not affect the validity or enforceability of any other terms orprovisions of this Agreement, or the validity or enforceability of suchaffected terms or provisions at any other time or in any other jurisdiction.Venue in any action or proceeding arising in connection with this Agreementshall be in Las Vegas, Nevada.

 

10.9                           Recitals,Exhibits and Schedules, The recitals to this Agreement, and all exhibitsand schedules referred to in this Agreement are incorporated herein by suchreference and made a part of this Agreement.

 

10.10                     Exculpation.Purchaser acknowledges and agrees that all persons dealing with Seller shalllook solely to Seller’s equity in the Property for the enforcement of anyclaims against Seller; its members, directors, officers, employees, agents andsecurity holders of such entities assume and shall have no personal liabilityfor the liabilities and obligations entered into by such entity, and theirrespective individual assets shall not be subject to the claims of any Personrelating to such liabilities and obligations.

 

10.11                     EntireAgreement: Amendments to Agreement. This Agreement sets forth the entireunderstanding and agreement of the Parties hereto, and shall supersede allletters of intent and any other agreements and understandings (written or oral)between Sellers and Purchaser on or prior to the date of this Agreement withrespect to the transaction contemplated in this Agreement. No amendment ormodification to any terms of this Agreement or cancellation of this Agreement,shall be valid unless in writing and executed and delivered by Seller andPurchaser.

 

10.12                     Knowledge.Phrases referencing “Knowledge” means (a) with respect to Seller, and expresslyexcludes the knowledge of any other director, officer, manager, employee, agentor representative of Seller, and (b) with respect to Purchaser, (i) theknowledge of, and expressly excludes the knowledge of any other member,manager, employee, agent or representative of Purchaser.

 

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10.13*                    *Facsimile:Counterparts, Seller and Purchaser may deliver executed signature pages tothis Agreement by facsimile transmission to the other Party, which facsimilecopy shall be deemed to be an original executed signature page: provided,however, that such Party shall deliver an original signature page to the otherParty promptly thereafter. This Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original and all of whichcounterparts together shall constitute one agreement with the same effect as ifthe Parties had signed the same signature page.

 

10.14                     Authority.The individuals signing this Agreement on behalf of a Party hereby make thefollowing representations and warranties in favor of other Parties arid agreethat the other Parties are entitled to rely thereon: Each such individual hasfill power, authorization and authority to execute and deliver this Agreementon behalf of the Party for whom the individual signs and, subject to expresswarranties made by such Party in this Agreement, to bind such Party to performall obligations arising under this Agreement.

 

IN WITNESSWHEREOF, Seller and Purchaser have caused this Agreement to be executed intheir names by their respective duly authorized officers or representatives.

 
| SELLER:                              |
|--------------------------------------|
| FIRST  STRIKE, INC.                  |
|                                 |
| By:                                  |   |   |
| Name: Eric  Bush, Pres.              |
|                                 |
|                                 |
| PURCHASER:                           |
| R.G. GLOBAL  LIFESTYLES, INC.        |
|                                 |
| BY:                                  |   |   |
| Name: Louis  L. Knickerbocker, Pres. |

 

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EXHIBIT “A”

 

#### CERTIFICATE OF COMMITMENT TO ISSUE SHARES

 

Theundersigned Officers of R.G. Global Lifestyles, Inc. hereby certify that theyare authorized to issue to Seller, or order, Two Hundred Thousand (200,000)shares of Restricted Common Shares of R.G. Global Lifestyles, Inc., incompliance with the terms and conditions of the Agreement of Purchase and Saledated January 13, 2005.

 

 
| Louis L.  Knickerbocker, CEO |
|------------------------------|
|                         |
|                         |
| William C.  Hitchcock, CFO   |

 

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